Mutual Fund and ETF Audits: Key Differences

Posted by Jim Kaiser on Apr 15, 2021 10:26:00 AM

Given that mutual funds and ETFs are both types of regulated investment companies with audits subject to the requirements of the Public Company Accounting Oversight Board, there are certainly many similarities in the audit process for both. However, there are some key differences to note, particularly in the areas of:

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Rule 2a-5: Let's Work Together

Posted by John Braun on Feb 5, 2021 7:34:00 PM

On December 3, 2020, the SEC voted to approve Rule 2a-5 (the “Rule”) to address valuation practices and the role of the Board of Directors for registered investment companies and business development companies relative to the fair value of investments. The new Rule is meant to modernize existing SEC regulations that have not been comprehensively addressed by the SEC for 50 years. BBD has summarized the Rule in a previous post.

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Your Funds Don't Employ Derivatives, or Use Them Sparingly? 5 Questions You Still Need To Ask About the SEC's New Derivatives Rule

Posted by Richard Wagner on Jan 12, 2021 10:58:52 AM

On October 28, 2020, the SEC adopted a new rule designed to address the investor protection purposes and concerns underlying Section 18 of the Investment Company Act of 1940. More specifically, Rule 18f-4 provides an updated and more comprehensive approach to the regulation of funds’ use of derivatives. This Rule is effective for all funds February 19, 2021, with a compliance date of August 19, 2022. While the final Rule offers a more than 450-page comprehensive framework for funds utilizing derivatives, management and Boards of funds not employing derivatives, or utilizing them on a limited basis, still should be aware of the impact of certain key points of the Rule.

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Join the Conversation on the SEC's New Derivatives Rule- 11 Things You Need to Know

Posted by Richard Wagner on Jan 12, 2021 9:41:15 AM

On October 28, 2020, the SEC adopted a new Rule designed to address the investor protection purposes and concerns underlying Section 18 of the Investment Company Act of 1940. More specifically, Rule 18f-4 provides an updated and more comprehensive approach to the regulation of funds’ use of derivatives. This Rule is effective for all funds February 19, 2021, with a compliance date of August 19, 2022.

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Regulated Investment Companies and Section 163(j) of the 2017 Tax Cuts and Jobs Act

Posted by admin on Dec 3, 2020 12:45:00 PM

One of the main provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”) was Section 163(j), which limits the deductibility of business interest expense (“BIE”) for corporations. On July 28, 2020, Treasury and the IRS released proposed regulations that provided substantial guidance, specifically with its application to Regulated Investment Companies (“RICs”). 

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Fund Annual Reports Made Simple: 11 Key Changes in the SEC's Proposed Filing and Disclosure Modernization

Posted by John Braun on Nov 23, 2020 12:37:09 PM

Update: Don't miss our Webcast on this topic, in partnership with Morgan Lewis and SEI, on December 15!

On August 5, 2020, the Securities and Exchange Commission issued a rule proposal to modernize the disclosure framework specific to mutual funds and exchange-traded funds (collectively referred to herein as “funds”). The general premise of the proposed rule is that different presentations are useful to different audiences relating to a fund’s reporting of operations and offerings. More specifically, while the traditional methods of providing full financial statements and a prospectus to shareholders may be useful to investment professionals and institutional investors, the average investor finds this information clumsy and confusing and would rather have more limited and graphical information focused on items such as the performance and expenses of the fund. In fact, it would not surprise most in the industry to find out that most retail investors are not engaging in a detailed review of the financial statements or offering documents.

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Recoupment of Expense Waivers for Multi-Class Funds

Posted by John Braun on Sep 16, 2020 4:38:00 PM

Many funds employ expense limitation agreements aimed at limiting the expense exposure for shareholders. Generally, an expense limitation agreement is based on the fund’s expense ratio (expenses / net assets) and computed each day so that on any single day a fund’s shareholders will not experience an expense ratio in excess of that specified in the expense limitation agreement with the fund’s advisor. These agreements effectively act as an enticement for potential shareholders to invest in a developing fund by offering a guaranteed maximum expense exposure. Absent this type of agreement, the developing shareholder base would likely be subjected to higher expenses as the fund attempts to build assets.

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Pro Forma No "More-a"

Posted by Greg Kieselowsky on Aug 16, 2020 1:07:00 PM

On May 1, 2019, the SEC proposed amendments intended to:

  • Improve the financial information reported to investors about acquired and disposed businesses
  • Facilitate more timely access to capital
  • Reduce the complexity and costs to prepare the disclosures
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The Next Evolution of Fair Value: The SEC’s Proposed Rule 2a-5

Posted by John Braun on May 28, 2020 12:53:45 PM

An Auditor’s Perspective for Boards of Directors/Trustees

In April, the SEC released proposed Rule 2a-5 under the Investment Company Act of 1940, which addresses valuation practices and the relative role of the Board for registered investment companies and business development companies. The proposal looks to be another “catch-up” by the SEC to account for the growing complexity of valuations and the evolution of developments that have taken place with respect to accounting and auditing regulations.

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In Challenging Times, An Option For Funds To Retain Cash

Posted by admin on May 22, 2020 4:30:00 PM

Given the current COVID-19 crisis and its economic impact, it’s possible that some Regulated Investment Companies (“RICs”) could be exploring ways to retain their cash.  The shareholder distribution requirements of IRC Section 851, however, remain, and it is highly unlikely Treasury or the IRS would ever grant relief in this area.

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