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About The Document
Written for Directors of both open-end investment companies (typically referred to as mutual funds) and closed-end funds. this new Third Edition offers suggestions to assist directors in their roles and obligations. Information about the structure and operations of the board and its relationship to the investment advisor, the distributor and others important to the fund, including the SEC, also is provided.
This new third edition has been thoroughly updated to reflect the broad range of reform initiatives undertaken by the SEC in response to mutual fund trading abuses occurring in 2003 and 2004. These initiatives are resulting in significant changes in the manner in which funds, fund directors and their service providers conduct businesses. Key SEC initiatives addressed in this new edition are as follows:
"governance provisions designed to enhance the independence and effectiveness of fund boards;
"a new compliance rule mandating a comprehensive new compliance regimen for funds, advisers and certain other service providers;
"expanded disclosure requirements in prospectuses and shareholder reports concerning, among other things, the factors considered by fund boards in the approval of advisory contracts and fund fees and costs;
"provisions relating to sales practice issues including a prohibition on the use of directed brokerage to promote fund share sales and proposed disclosure at the point of sale and in confirmations about revenue sharing and other costs and conflicts that arise in the distribution of fund shares; and
"provisions addressing market timing, late trading and selective disclosure abuses and the use of fair value pricing.
A bibliography and glossary are also included.
Table of Contents
"Background and Structure of the Guidebook
"Regulatory Overview -The Legal Framework -Structure of the Typical Fund and Role of Independent Director -The Role of the SEC -Other Regulators -Increase in Civil Litigation -Development of Best Practices
"Fund Governance -Composition of the Board-The Independent Director -Board Committees -Compliance Program -Board Operations
"Board Responsibilities with Respect to Investment Advisory Arrangements -Statutory Responsibilities -Factors to Consider in Carrying Out Responsibilities -Enhanced Disclosure Requirement as to Director Deliberations -Sub-Advisory Contracts -Other Arrangements with Affiliates -Change of Control of the Investment Adviser or Distributor
"Board Responsibilities with Respect to Distribution Arrangements -Importance of an Effective Distribution System -Distribution Financing Techniques -Revenue Sharing and Shelf Space Payments -Board Responsibilities
"Statutory, Regulatory and General Oversight Responsibilities -General Oversight Responsibilities -Other Specific Statutory and Regulatory Responsibilities -Other Matters -Role of the Board in Special Situations
"Disclosure Requirements -Disclosure Materials -Certification of the Accuracy of Reports Filed with the SEC
"Specific Board Responsibilities with Respect to Certain Special Types of Funds -Money Market Funds -Hedge Funds and Private Investment Companies -Funds Investing in Foreign Securities -Funds Used as Funding Vehicles for Insurance Products -Registered Funds of Hedge Funds -Bank-Related Funds -Exchange-Traded Funds
"Specific Board Responsibilities with Respect to Closed-End Funds -Overview -Senior Securities and Leverage -Offerings of Common Equity -Illiquid Investments -Interval Funds -Share Repurchases -SEC and Stock Exchange Regulation -Corporate Governance and the Discount
"Responsibilities and Duties of Fund Directors under State Law -General Responsibilities -Duty of Loyalty and Duty of Care -The Business Judgment Rule
"Liability Limitation, Indemnification and Insurance -Limitation of Liability -Indemnification -Advance of Expenses -Insurance Issues
"Appendix A "Glossary "Bibliography
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