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A mutual fund (or
investment company) is a pooled investment vehicle that
allows many parties to collectively invest in a
professionally managed portfolio of assets.
Mutual funds are an especially attractive investment for
retail
investors for three reasons:
They
allow even small investment holdings to be
diversified across numerous
securities or multiple asset classes.
They
are convenient, providing professional management and fund
administration, while offering easy mechanisms for buying or selling
shares.
They
can be (read the small print!) inexpensive, affording retail investors
economies of scale that are generally only available to
institutional
investors.
In the United States, mutual funds can be formed in any
state as a corporation, trust or limited partnership. They are
regulated by the
SEC and are subject to corporate, trust or limited
partnership law, as appropriate, plus additional requirements under the
1940 Investment Companies Act. To prevent investors from being taxed
twice, mutual funds are exempt from federal taxes so long as they
satisfy IRS requirements for sources of income and diversification of holdings. They must also
distribute substantially all their income and capital gains to
shareholders each year. Generally, shareholders are taxed on the
income and capital gains distributed to them.
A famous example of a mutual fund is the
Magellan Fund, which was launched in
1963. For many years, it had strong performance, actively trading a
diversified portfolio of stocks and
bonds. In 2005, the fund had $50
billion in assets and hundreds of thousands of investors, most of them
retail investors.
A mutual fund's net asset
value (NAV) is calculated as
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where fund liabilities might be unpaid expenses, such as
directors' compensation or management fees, which are
paid out of the fund's portfolio. NAV represents the liquidation value
of one share of the mutual fund. If an investor holds 10,000 shares of a
mutual fund whose NAV is $26.14, the shares represent an ownership
interest in a fraction of the fund worth
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10,000 × $26.14 = $261,400 |
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There are two types of mutual funds:
open-end funds and
closed-end funds. With an open-end
fund, investors who want to buy or sell shares do so directly with the
fund, which continually issues or redeems shares as needed. On any given
trading day, orders to buy or sell shares placed prior to the close of
trading settle at that day's NAV, calculated at the close of trading.
Orders placed after the close of trading settle at the next trading
day's NAV. For example, if an investor places an order to buy 1,000
shares at 11:00AM on a Tuesday, and the fund's NAV for Tuesday is
calculated at 4:30PM as $85.26, he pays $85,260 for the shares. If he
buys an additional 100 shares at 8:00PM on Friday, that transaction will
settle based on the NAV calculated at 4:30PM on Monday.
Closed-end funds are more like industrial corporations.
They issue a fixed number of shares, and these trade on a stock
exchange. Investors who want to buy or sell shares must do so on the
exchange. Share prices are driven by supply and demand, and they often
stray from a fund's NAV. More often than not, they trade at a discount
of several percent to the NAV. This apparent violation of the
law of one
price is a recurring topic of scholarly research.
Some closed-end funds have their own
management teams.
Others hire an investment management firm to manage their portfolios.
Most open-end funds hire an investment management firm. This is legally
how the relationship works, but the reality is a bit like a tail wagging
its dog. Most open-end funds are launched by an investment management
firm. The investment management firm selects the initial board of
directors (or trustees) who then hire the investment management firm to
manage the portfolio. It is theoretically possible that investors might
later elect a new board that hires a different investment management
firm to manage the portfolio, but this never happens. Corporate
governance for mutual funds is as dysfunctional as it is for industrial
corporations, so shareholders have little say in management affairs.
When an investment management firm launches a mutual
fund, it generally provides more ongoing services to the fund than just
investment management. It may provide (or otherwise arrange for) fund
administration, marketing, fund accounting,
custody, transfer agency and
other services. Such investment managers are called fund management companies.
They tend to
launch entire families of funds
(or fund families) offering investors
funds invested with various asset classes or investment styles. The Magellan Fund is
managed by Fidelity Investments, but it is just one fund in an extensive
family. Fidelity's offerings include funds that invest in stocks, bonds
and money market instruments. It offers foreign and domestic funds. Some
are actively managed. Others are passively managed. Some invest in
tax-exempt municipal securities, and the tax benefits flow through to
investors as tax-exempt distributions. All Fidelity's funds have pretty
much the same people on their boards of directors. None of the funds
have employees. Fidelity does everything.
Mutual fund investors incur a number of expenses. Most
are paid out of fund assets, so investors pay them indirectly. One of
these is the management fee paid by the fund to the management company.
This is a fixed percent of the fund value paid in installments each
year. Management fees vary considerably according to the type of fund
and the management company. For an actively managed
equity fund, they
typically are 0.8% to 1.2%. For a passively managed index fund, they
might be 0.1% to 0.2%. Management fees for actively managed bond funds
are usually 0.4% to 1.0%. Specialized funds, say those that invest in a
specific emerging market, may have proportionately higher management
fees.
Other expenses paid out of fund assets include
directors' compensation and transaction costs, including broker
commissions, bid-ask spreads and
impact costs.
For some funds, getting in or out can be an investor's
biggest expense. This generally isn't the case with closed-end funds,
where an investor can buy or sell shares for the price of a broker
commission. With open-end funds, things are more complicated.
Open-end funds may be sold directly by the management
company, or they may be sold by an unaffiliated distribution company,
such as a bank or broker. Funds sold through an unaffiliated
distribution company often charge sales loads (or
loads). Most common
are front-end loads. When an investor purchases shares, a fixed fraction
of the investment is subtracted to compensate the party who sold the
fund. Only the balance is invested in the fund. Historically, front-end
loads of 7% or 8% were common, but they have come down since the advent of 12b-1 fees (explained below). The share price of a
front-end load fund may be quoted as the NAV or it may be quoted as the
offering price, which includes the load. For example, if a fund
has an NAV of $45.00 and a 3% front-end load, its offering price is:
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A back-end load is a sales load that is subtracted from
the proceeds when an investor sells shares in a fund. These usually
decline with the length of time shares are held. A fund might have a
back-end load of 5% for shares sold within a year, 4% for within the
next year, and so forth, ending with a 0% load after five years.
Back-end loads are also called
contingent deferred sales charges
(CDSC)
In 1980, the SEC adopted Rule 12b-1, which allows funds
to pay marketing and sales expenses directly out of fund assets, just
like management fees. Such fees have come to be known as
12b-1 fees. While they may be used to pay
for advertising or to mail prospectuses to potential investors, 12b-1
fees are primarily used as a means of compensating brokers or other
independent distributors of a mutual fund, either in lieu of or in
addition to a load. Under such an arrangement, a mutual fund might charge
an annual 1% 12b-1 fee with the proceeds going to the brokers or other
independent distributors controlling inventors' accounts. Another common
arrangement is for a fund to charge no load, but the management company
advances a commission to the broker. The fund company then recoups the
advanced commission through a 12b-1 fee. The fund also has a decreasing back-end load
to cover the management company in case the investor sells her shares
before the entire commission has been recouped.
12b-1 fees complicated fund expenses and lead to some
controversy. Traditionally, a no-load fund was a fund sold directly by
the management company. With 12b-1 fees, broker-distributed funds were
soon being advertised as no-load, disguising the fact that they charged
hefty 12b-1 fees. Some funds sold to unsophisticated investors were so
laden with loads, 12b-1 fees, management fees and transaction costs as to make them little
more than legalized robbery.
The SEC responded by tightening rules. Since 1988, funds
have been required to disclose all loads and fees in tables near the front
of the prospectus. Since 1993, funds charging more than a 0.25% 12b-1
fee have been prohibited from advertising themselves as no-load. Also,
in 1995, the
National Association of Securities Dealers has limited the commissions funds can pay.
While mutual funds are mostly run by a management
company, the management company typically appoints a single employee to have final say
on what the fund does or does not invest in. These fund managers usually come from the best business schools and
spend a number of
years as analysts, researching stocks for the fund company, before being
promoted to fund manager. Some fund
managers are fortunate enough (or have sufficient "skill", if you reject
the efficient
market hypothesis) that their fund performs exceptionally
well. Such funds gain notoriety, and may be aggressively advertised by
the management company. Their managers can achieve almost celebrity status. During the
1980s, Fidelity investments grew to become the largest fund company in
the world, based on the success of Magellan and the celebrity status of
its manager at the time, Peter Lynch.
Famous funds and celebrity managers posed a problem for
the industry. Investors in all distribution channels might want to
invest, but a funds' fee or load structure limited it to just certain
channels. For example, a broker might have a client who hears about and
wants to invest in a well-known no-load fund. Since the no-load fund
would pay him no load or other commission, the broker will likely steer her
towards some other fund that charged a load or 12b-1 fee. This can cause
confusion for investors and missed sales opportunities for fund
companies.
The SEC addressed this problem in 1995 with
Rule 18f-3.
This allows an open-end mutual fund to issue different classes of shares
having different fees and loads. One class might have a load and be sold
through brokers. Another might have a high 12b-1 fee and be sold through
financial planners. A third class might have a lower 12b-1 fee and be
distributed to defined contribution pension plans. Exhibit 1 is
reproduced from the prospectus of the Franklin Aggressive Growth Fund,
illustrating its five different classes.
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Reproduced from pages 10-11 of the prospectus
of the Franklin Aggressive Growth Fund, dated September 1, 2007. |
An alternative to having multiple classes of shares is a
hub-and-spoke (or
master/feeder) arrangement. Here, there
is a single central portfolio, called the hub or master. This needn't be
a mutual fund. It could just be a limited partnership. Multiple open-end
mutual funds then invest in the hub, holding it as their sole
investment. Accordingly, the mutual funds hold identical investments,
but they can offer investors differing fee and load structures.
The origins of mutual funds can be traced to the mid
1800's when pooled investment vehicles were structured as trusts. The
first was the Société
Civile Genèvoise d'Emploi de Fonds, launched in Switzerland in
1849. Others followed, in England, Scotland, the United States, Italy
and Germany. All were structured as trusts. Typically, depending on
jurisdiction and the specific legal structure of a fund, this meant
holdings could not be changed, and investors (beneficiaries of the
trust) had no means of increasing or decreasing their holdings prior to
the trust's set liquidation date. Like a modern mutual fund, income was
generally distributed to investors as it was earned.
Recognizably modern closed-end and open-end mutual funds
first appeared in the United Stats in the 1920s, investing almost
exclusively in equities. By the time of the
1929 stock market crash,
closed-end funds had some $3 billion in assets with the average fund
trading at a 47% premium. Open-end funds lagged with just $140
million in assets. At the time, the total capitalization of the US
equities market was about $87 billion.[1]
The crash was devastating for the US stock market, but
it was doubly so for closed-end funds. Many had engaged in illegal
activities (or activities that would subsequently be made illegal) or
employed leverage to boost
returns. Not only did their portfolios
plummet with the stock market, but leverage magnified the drop.
Compounding this, the average premium on closed-end funds plummeted from
47% to a discount of 25%. The fallout was so bad, not a single
closed-end fund was launched in the United States through the 1930's.
Open-end funds faired better. Their portfolios fell with
the market, but they had avoided illiquid or
questionable investments due to their need to buy or sell fund shares
for investors on a daily basis. They had
generally avoided leverage for the same reason. Equity investing
languished for many years following the 1929 crash, but open-end funds
attracted more investors than closed-end funds. In 1943, open-end funds'
assets exceeded closed-end funds' assets for the first time, and they
have done so ever since.
Another consequence of the 1929 crash was depression-era
legislation. The
1933
Securities Act focused on primary markets, ensuring disclosure of
pertinent information relating to publicly offered securities. The
1934
Securities Exchange Act focused on secondary markets, ensuring that
exchanges, brokers and dealers act in the best interests of investors.
The 1940
Investment Companies Act was a compromise between the mutual fund
industry and the SEC that explicitly regulates mutual funds. The
1940
Investment Advisors Act regulates mutual fund investment managers
other than banks..
Mutual funds traditionally invested in equities and, to
a lesser extent, bonds. When interest rates skyrocketed in the early
1980s, money market funds became popular, fueling rapid growth in the
mutual fund industry. Today, money market funds still represent a
significant portion of mutual fund assets, but fund types have
proliferated to take advantage of financial innovation and
globalization.
Pooled investment vehicles exist in nations around the
world. The United Kingdom's unit investment trusts differ in significant
ways from mutual funds. Pooled investment vehicles in France are similar
to mutual funds, and theirs is a large market. Europe's
1985 Undertakings for Collective Investment in Transferable Securities
Directive (UCITS) established rules for pooled investment vehicles.
Funds established in accordance with these rules can be sold across
today's EU subject to local tax and marketing laws.
Luxembourg and Dublin have capitalized on this
directive, establishing themselves as centers for administering EU-wide
mutual funds and other pooled investment vehicles.
Outside Europe and the United States, there are active
mutual fund markets in Canada, Australia and parts of Asia and South
America, including
Hong Kong, Japan and Brazil.
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bond Securitized debt.
common
stock Non-preferred stock.
corporation 1) A group of people, such as a guild or city, with a legal
collective identity. 2) A joint-stock, limited liability corporation.
custody
The safekeeping of securities and related services.
efficient market
hypothesis A financial theory that markets are efficient in the sense that
prices reflect all available information.
hedge fund A largely unregulated investment fund that specializes in
taking leveraged speculative positions.
investment management
The process of investing a portfolio on an ongoing basis.
managed futures
Portfolios of forwards or futures managed as an "alternative asset category."
portfolio theory A body of theory relating
to how investors optimize portfolio selections.
securities
lending The lending of securities, usually for a fee.
security A
financial instrument such as a stock or bond.
soft dollars A sometimes controversial inducement brokers offer
investment managers to place trades through them.
transaction costs
Direct costs associated with transacting trades.
United States financial regulation An overview. |
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[1] Historical market share and premium/discount
data in this and the next paragraph are from Gremillion, Lee
(2001). A Purely American Invention, National Investment Company
Service Association.. [return] |
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