H.R. 2420 - Mutual Funds Integrity and Fee Transparency Act of 2003
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November 19, 2003
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H.R.2420
Title:To improve transparency relating to the fees and costs that mutual fund investors incur and to improve corporate governance of mutual funds.
Sponsor: Rep Baker, Richard H. [LA-6] (introduced 6/11/2003) Cosponsors: 23
Committees: House Financial Services; Senate Banking, Housing, and Urban Affairs
House Reports: 108-351
Latest Major Action: 11/20/2003 Referred to Senate committee. Status: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Burgess voted YES
SUMMARY AS OF:
11/4/2003--Reported to House, amended. (There is 1 other summary)
Mutual Funds Integrity and Fee Transparency Act of 2003 - (Sec. 2) Directs the Securities and Exchange Commission (SEC) to require an open-end management investment company (mutual fund) to disclose costs in its periodic reports to shareholders, including: (1) the estimated amount, in dollars for each $1,000 of investment in the company, of the operating expenses of the company that are borne by shareholders; (2) the structure of, or the method used to determine, the compensation of individuals employed by the investment adviser to manage the company portfolio, and their ownership interest in the securities of the company; (3) the portfolio turnover rate of the company, so as to facilitate comparison among investment companies, and a description of the implications of a high turnover rate for portfolio transaction costs and performance; (4) information concerning the company's policies and practices regarding payment of commissions for effecting securities transactions to a member of an exchange, broker, or dealer who furnishes investment advice, including analyses and reports, and facilitates sale and distribution of the company's shares; (5) information concerning payments by any person other than the company that are intended to facilitate the sale and distribution of the company's shares; and (6) information concerning discounts on front-end sales loads for which investors may be eligible, including the minimum purchase amounts required for such discounts.
States that a disclosure made exclusively in a prospectus or statement of additional information shall not be deemed to be made in an appropriate disclosure document, unless it is a disclosure required under (2) or (4) above.
Requires the SEC to report to certain congressional committees on a "concept release" examining portfolio transaction costs incurred by investment companies, including commission, spread, opportunity, and market impact costs, with respect to trading portfolio securities, and how such costs may be disclosed in a manner that enables mutual fund investors to compare costs among funds.
Instructs the SEC to promulgate a rule requiring an open-end management investment company to inform shareholders in its quarterly statement or other periodic report that fees paid on their investments have been deducted from the amounts shown on the statements, and where they may find additional information regarding fee amounts.
(Sec. 3) Amends the Investment Company Act of 1940 to require each investment adviser to a registered investment company to report at least annually to such company's board of directors regarding : (1) revenue sharing arrangements (payments by the adviser (or an affiliated person) that were directly or indirectly made for the purpose of promoting the sale of the investment company's shares); (2) directed brokerage arrangements (services to the company provided or paid for by a broker or dealer (or an affiliated person) (other than brokerage and research services) in exchange for the direction of brokerage to the broker or dealer); and (3) soft dollar arrangements (research services obtained by the adviser (or an affiliated person) from a broker or dealer the receipt of which may reasonably be attributed to securities transactions effected on behalf of the company or any other company that is a member of the same group of investment companies).
Requires inclusion of such reports in the annual report to shareholders.
Imposes a fiduciary duty upon the board of directors of a registered investment company to: (1) review the investment adviser's direction of the company's brokerage transactions, and determine that such direction serves the best interests of company shareholders; and (2) review any revenue sharing arrangements to ensure compliance with such Act, and determine that such arrangements serve the best interests of company shareholders.
Directs the SEC by rule to require that: (1) if any research services are provided by a member of an exchange, broker, or dealer who effects securities transactions in an account, and are prepared or provided by a party unaffiliated with such member, broker, or dealer, any person exercising investment discretion with respect to such account shall maintain a copy of the written contract between the person preparing such research and the member of an exchange, broker, or dealer; and (2) such contract shall describe the nature and value of the services provided.
(Sec. 4) Reduces from sixty percent to one-third the number of "interested persons" who may serve as board members of a registered company.
Redefines "interested person" as any natural person who is a member of a class of persons who the Commission, by rule or regulation, determines are unlikely to exercise an appropriate degree of independence as a result of : (1) a material business or professional relationship with the company or any affiliated person of the company; or (2) a close familial relationship with any natural person who is an affiliated person of the company.
(Sec. 5) Revises accountant selection criteria to: (1) require accountant selection by the audit committee of a registered company; (2) confer direct responsibility upon the audit committee for appointment, compensation, and oversight of the
independent public accountant employed to prepare or issue the audit report; (3) require such independent public accountant to report directly to the audit committee; and (4) require each audit committee member to be a member of the board of directors, and to otherwise be independent.
Prohibits an independent audit committee member from: (1) accepting any consulting, advisory, or other compensatory fee from the registered company or the investment adviser or principal underwriter of the registered company; or (2) being an interested person of the registered company.
(Sec. 6) Revises guidelines governing securities redemptions to permit suspensions or postponement of payment for any period during which the principal market for the securities in which the company invests (currently, the New York Stock Exchange) is closed. Requires the SEC by rule and regulation to provide for the determination by each company, subject to limitations necessary and appropriate for the protection of investors, of the principal market for the securities in which the company invests.
Instructs the SEC to: (1) clarify the definition of "no-load" as it is used by investment companies that impose any fee pursuant to rule 12b-1 of the SEC rules; and (2) require investment company disclosure to prevent investors from being misled by the use of such terminology by either the company, its adviser, or principal underwriter.
(Sec. 8) Requires a registered investment company to inform its directors if an SEC inspection report identifies significant deficiencies in either its operations, its investment adviser, or its principal underwriter.
(Sec. 9) Authorizes the SEC, by rule, regulation, or order, to exempt a registered investment company from the requirement that the votes of its directors be cast at a meeting in person when it is impracticable, subject to any conditions the SEC may require.
(Sec. 10) Requires every registered management investment company (other than a small business investment company) to: (1) file with the SEC an annual report containing its proxy voting record for the most recent twelve-month period; and (2) disclose in its financial statements that information on how it voted proxies relating to portfolio securities during the most recent 12-month period is available free upon request on its website or by call at a specified toll-free (or collect) telephone number, as well as on the SEC website.
(Sec. 11) Directs the SEC to require each registered investment company and investment adviser to: (1) adopt policies and procedures to prevent violation of securities statutes; (2) review them annually; and (3) appoint a chief ethics compliance officer.
(Sec. 12) Directs the SEC to prohibit the sale of the securities of an investment company or of municipal fund securities by a broker or dealer or by a municipal securities broker or dealer without the disclosure of: (1) the amount and source of sales fees, payments by persons other than the investment company that are intended to facilitate the sale and distribution of the securities, and commissions for effecting portfolio securities transactions, or other payments, paid to such broker or dealer, or municipal securities broker or dealer, or associated person in connection with such sale; (2) any commission or other fees or charges the investor has paid or will or might be subject to; (3) conflicts of interest that any associated person of the investor's broker or dealer or municipal securities broker or dealer may face due to the receipt of differential compensation in connection with such sale; and (4) information about the estimated amount of any asset-based distribution expenses incurred, or to be incurred, by the investment company in connection with the investor's purchase of the securities.
Defines differential compensation as any increased or additional remuneration, in whatever form, an associated person receives: (1) for sales of the securities of an investment company or municipal fund security affiliated with, or otherwise specifically designated by, such broker or dealer or municipal securities broker or dealer, as compared with the remuneration for sales of securities of an investment company or municipal fund security offered by such broker or dealer or municipal securities broker or dealer that are not so affiliated or designated; or (2) for the sale of any class of securities of an investment company or municipal fund security as compared with the remuneration for the sale of a class of securities of such investment company or municipal fund security (offered by such broker or dealer or municipal securities broker or dealer) that charges a sales load (commission) only at the time of such a sale.
(Sec. 13) Directs the SEC to study and report to specified congressional committees on: (1) the use of soft dollar arrangements by investment advisers; and (2) the increased rate of arbitration claims and decisions involving mutual funds since 1995 in order to identify trends in such rates, their causes, and the means to avert them.
