Overview of the Investment Company Complex
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1 2017 WASHINGTON D.C. INVESTMENT MANAGEMENT CONFERENCE Overview of the Investment Company Complex Clifford J. Alexander, Partner, K&L Gates LLP Copyright 2017 by K&L Gates LLP. All rights reserved.
2 NUMBER OF MUTUAL FUNDS Note: All ICI tables exclude ETFs, Closed-end Funds and Unit Investment Trusts. Investment Company Institute, "2017 Investment Company Fact Book" 2
3 ASSETS OF MUTUAL FUNDS (BILLIONS OF DOLLARS) Investment Company Institute, "2017 Investment Company Fact Book" 3
4 NUMBER OF MUTUAL FUND SPONSORS Investment Company Institute, "2017 Investment Company Fact Book" 4
5 NUMBER OF MUTUAL FUND SHAREHOLDERS (MILLIONS) ICI Research Perspective, Ownership of Mutual Funds, Shareholder Sentiment, and Use of the Internet, 2016 (October 2016) 5
6 HOUSEHOLD OWNERSHIP OF MUTUAL FUNDS (PERCENT OF U.S. HOUSEHOLDS) Investment Company Institute, "2017 Investment Company Fact Book" 6
7 FUND INDUSTRY PLAYERS & REGULATION U.S. Fund Industry Vendors Principal Services of Fund Vendors Principal Regulatory Statutes and Regulators for Fund Vendors Mutual Fund Distribution Channels 7
8 U.S. FUND INDUSTRY VENDORS INVESTMENT ADVISER LAW FIRMS CONSULTANTS INDEPENDENT PUBLIC ACCOUNTANTS INSURANCE COMPANIES CUSTODIAN BANK ADMINISTRATOR FOREIGN SUBCUSTODIANS & DEPOSITORIES PRINCIPAL UNDERWRITER (DISTRIBUTOR) FUND ACCOUNTING AGENT BROKER-DEALERS INVESTORS THIRD PARTY ADMINISTRATORS TRANSFER AGENT (REGISTRAR) 8
9 PRINCIPAL FUND INDUSTRY VENDORS INVESTMENT ADVISERS Vanguard Fidelity Capital Research J.P. Morgan Chase T. Rowe Price LAW FIRMS K&L Gates LLP Dechert I0 other prominent firms (est.) 30 other small practices (est.) CONSULTANTS Morningstar Broadstreet Accounting Firms Investment Bankers Law Firms Other ACCOUNTING FIRMS Pricewaterhouse- Coopers LLP Deloitte & Touche LLP KPMG LLP Ernst & Young LLP Tait Weller & Baker LLP Cohen & Company INSURANCE COMPANIES ICI Mutual Chubb St. Paul Travelers AIG CNA CUSTODIANS State Street Chase BNY/Mellon PNC Brown Bros. ADMINISTRATORS Affiliated Independent Federated SEI ALPS Fund Services Northern Trust BNY/Mellon U.S. Bancorp PRINCIPAL UNDERWRITER Affiliated Independents are affiliates of independent administrators FUND FOREIGN SUBCUSTODIANS State Street Chase BNY/Mellon Deutsche Bank Brown Brothers TRANSFER AGENTS Fidelity State Street Vanguard BNY/Mellon U.S. Bank DST BFDS 9
10 PRINCIPAL SERVICES OF FUND VENDORS INVESTMENT ADVISER Develop Products Manage Portfolios Place Trades Compliance Monitor Sub-Advisers ADMINISTRATOR Office Space Corporate Officers Board Meetings Minutes Preparing SEC Documents and reports Compliance LAW FIRMS Legal Consulting CONSULTANTS Marketing Plans Contract Review Data Performance Data Board Governance Advice INDEPENDENT PUBLIC ACCOUNTANTS Audit Tax Returns Consulting INSURANCE COMPANIES Fidelity Bond (Required) Directors and officers/errors and omissions insurance Supplemental coverage for independent directors Cybersecurity policy CUSTODIAN BANK Safekeeping for Assets Deposit Accounts Fed Wire Orders Securities Loans Dividend Disbursing Repurchase Agreements Line of Credit FOREIGN SUBCUSTODIANS & DEPOSITORIES PRINCIPAL UNDERWRITER (DISTRIBUTOR) Advertising Marketing Wholesaling FUND FUND ACCOUNTANT Pricing of Portfolio Assets Fund Accounting Share Price Calculations BROKER-DEALERS Sales and Redemptions of Fund Shares Execute Portfolio Brokerage Orders Research Clearance and Settlement Settlement Pricing Assistance INVESTORS THIRD PARTY ADMINISTRATORS Sales and Redemptions of Fund Shares Shareholder Records TRANSFER AGENT (REGISTRAR) Shareholder Records Process Orders Confirmation Statements Monthly Statements 10
11 PRINCIPAL SERVICES OF FUND VENDORS INVESTMENT ADVISER Develop Products Manage Portfolios Place Trades Compliance Monitor Sub-Advisers Scope of investment adviser s responsibilities Contract requirements, including: Written contract Manner of approval and amendment Description of compensation Manner of continuance Termination upon assignment no trafficking Other advisory contract considerations 11
12 PRINCIPAL SERVICES OF FUND VENDORS 12
13 PRINCIPAL SERVICES OF FUND VENDORS 13
14 PRINCIPAL SERVICES OF FUND VENDORS 14
15 PRINCIPAL SERVICES OF FUND VENDORS FUND ACCOUNTANT Pricing of Portfolio Assets Fund Accounting Share Price Calculations TRANSFER AGENT (REGISTRAR) Shareholder Records Process Orders Confirmation Statements Monthly Statements THIRD PARTY ADMINISTRATORS Sales and Redemptions of Fund Shares Shareholder Records 15
16 PRINCIPAL SERVICES OF FUND VENDORS LAW FIRMS Legal Tax Consulting CONSULTANTS Marketing Plans Contract Review Data Performance Data Board Governance Advice INDEPENDENT PUBLIC ACCOUNTANTS Audit Tax Returns Consulting INSURANCE COMPANIES Fidelity D&O/E&O Independent Directors Cybersecurity 16
17 PRINCIPAL SERVICES OF FUND VENDORS INDEPENDENT PUBLIC ACCOUNTANTS Audit Tax Returns Consulting Selection of Accounting Firm Independent directors approve in person Shareholders Rule 32a-4 Defining the Scope of Services Sarbanes-Oxley Act imposes additional requirements regarding auditor independence 17
18 INSURANCE COMPANIES INSURANCE COMPANIES Fidelity Bond (Required) Amount Form of bond Annual consideration Filing of bond Directors and officer/errors and omissions liability insurance Industry practice Form of policy Supplemental coverage for independent directors Cybersecurity policy 18
19 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS INVESTMENT ADVISER Registered and Regulated Under Investment Advisers Act of 1940 (SEC) Also Regulated Under Investment Company Act of 1940 (SEC) LAW FIRMS Not required to register Advise clients on regulatory requirements CONSULTANTS Not required to register Should understand regulatory requirements applicable to advice INDEPENDENT PUBLIC ACCOUNTANTS Not required to register Must conduct audits consistent with SEC requirements INSURANCE COMPANIES Regulated by PCAOB Regulated by states CUSTODIAN BANK Organized and Regulated Under Banking Laws (US or States Bank Agencies) Also Subject to Some Provisions of Investment Company Act of 1940 (SEC) ADMINISTRATOR Not Required to Register Must Comply with Requirements Applicable to Funds Under Investment Company Act of 1940 (SEC) FOREIGN SUBCUSTODIANS & DEPOSITORIES PRINCIPAL UNDERWRITER (DISTRIBUTOR) Registered and Regulated Under Securities Exchange Act of 1934 (SEC) Also Regulated Under Investment Company Act of 1940 (SEC) FUND FUND ACCOUNTING AGENT Not Required to Register Must Comply with Requirements Applicable to Funds Under Investment Company Act of 1940 (SEC) BROKER-DEALERS Registered and Regulated Under Securities Exchange Act of 1934 (FINRA and SEC) Also Subject to Some Provisions of Investment Company Act of 1940 (SEC) INVESTORS THIRD PARTY ADMINISTRATORS FOR RETIREMENT PLANS Regulated Under Employee Retirement Income Securities Act of 1974 (Dept. of Labor) TRANSFER AGENT REGISTRAR Registered and Regulated Under Securities Exchange Act of 1934 (SEC or Bank Agencies) Must Comply with Requirements Applicable to Funds Under Investment Company Act of 1940 (SEC) 19
20 INVESTMENT COMPANY ACT OF 1940 Issues Addressed by 1940 Act ( 2(b)) Inadequate disclosure Managed to benefit advisers and other affiliates Unsound valuation and accounting Changes in fundamental operations without shareholder approval Four Requirements Imposed by 1940 Act on Directors Approval of advisory agreements Approval of underwriting agreements Approval of Independent Auditors Valuation of securities for which no market quotations are readily available 20
21 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS 21
22 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS 22
23 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS 23
24 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS CUSTODIAN BANK Organized and Regulated Under Banking Laws (US or State Bank Agencies) Also Subject to Some Provisions of Investment Company Act of 1940 (SEC) FOREIGN SUBCUSTODIANS & DEPOSITORIES 24
25 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS FUND ACCOUNTING AGENT Not Required to Register Must Comply with Requirements Applicable to Funds Under Investment Company Act of 1940 (SEC) THIRD PARTY ADMINISTRATORS FOR RETIREMENT PLANS Regulated Under Employee Retirement Income Securities Act of 1974 (Dept. of Labor) TRANSFER AGENT (REGISTRAR) Registered and Regulated Under Securities Exchange Act of 1934 (SEC or Bank Agencies) Must Comply with Requirements Applicable to Funds Under Investment Company Act of 1940 (SEC) 25
26 PRINCIPAL REGULATORY STATUTES AND REGULATORS FOR FUND VENDORS LAW FIRMS Not required to register Advise clients on regulatory requirements CONSULTANTS Not required to register Should understand regulatory requirements applicable to advice INDEPENDENT PUBLIC ACCOUNTANTS Regulated by PCAOB Must conduct audits consistent with SEC requirements INSURANCE COMPANIES Regulated by Public Company Auditor Oversight Board Regulated by states FUND 26
27 MUTUAL FUND DISTRIBUTION CHANNELS FUND PRINCIPAL UNDERWRITER (DISTRIBUTOR) TRANSFER AGENT (REGISTRAR) Direct Sales & Marketing Insurance Agents (Variable Annuities) Investment Advisers/ Financial Planner Broker- Dealers Broker-Dealer WRAP Programs Third Party Administrators 401(k) and other Retirement Plans Direct Shareholders 27
28 Questions?
29
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