SEC Fund Report Proposal Seen as Big Step Toward Modernization

One attorney who works on Securities and Exchange Commission compliance issues says the proposal will help retail investors digest key information while ensuring transparency remains a top priority.


The U.S. Securities and Exchange Commission (SEC) voted last week to propose significant modifications to its mutual fund and exchange-traded fund (ETF) disclosure framework.

The proposed disclosure framework features what SEC Chairman Jay Clayton calls “concise and visually engaging shareholder reports” that are meant to highlight information that is particularly important for retail investors as they assess and monitor their investments. The proposal also significantly revises the content of these disclosure reports “to better align disclosures with developments in the markets and investor expectations.”

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According to Brenden Carroll, a partner at Dechert LLP in Washington, D.C., who spends much of his time working on SEC compliance issues on behalf of mutual fund companies, the proposal represents a major step forward in terms of the SEC’s fund disclosure framework. He says the proposal generally takes a sensible, layered approach to disclosure that takes advantage of today’s ubiquitous digital communications technologies.

“This new proposal is very significant, in my view,” Carroll tells PLANADVISER. “I think it will substantially change the way in which mutual funds and ETFs communicate with shareholders. It does not dramatically change the amount or type of information generally made available to the public, but it does dramatically change the way that information is organized and conveyed to retail investors.”

To appreciate the weight of the change, Carroll says, one needs only to look at the hypothetical shareholder report that was published as part of the 600-plus page proposal.

“The hypothetical shareholder report prepared by the SEC Staff looks nothing like a traditional shareholder report going to a retail mutual fund investor,” he says. “I would characterize it as an attempt to more clearly convey the type of information that the SEC believes is most relevant to retail shareholders, organized in formats that enable them to better understand this information.”

The model report includes, among other things, fund expenses, performance, illustrations of holdings and explanations of recent material fund changes. This information is conveyed through tables, bullet lists and Q&A formats. Also notable is what is not displayed in the retail report—various pieces of data currently included in an open-end fund’s annual and semi-annual reports that may be less relevant to retail shareholders and of more interest to financial professionals and institutional investors who desire more in-depth information. Under the proposal, this information is to be made available online, delivered free of charge upon request, and filed on a semi-annual basis with the SEC on Form N-CSR. This information would include, for example, the schedule of investments and other financial statement elements mandated by regulators.

In a new blog post published by the tax consulting and advisory firm Cohen & Co., Syed Farooq, senior manager, assurance, echoes Carroll’s take and says the new framework should help retail investors better digest disclosures while also protecting digital access to more detailed information for those who want and need to view it.

“Retail investors are typically non-professional investors buying and selling securities, mutual funds or exchange-traded funds [ETFs] through traditional or online brokerage accounts,” Farooq writes in the post. “They usually do not have the time or sufficient background to understand all of the complex information captured in voluminous annual and semi-annual shareholder reports or fund prospectuses.”

Farooq points to a recent SEC staff analysis showing the average annual report length is 134 pages and the average semi-annual report length is 116 pages.

“If asked, most retail investors would welcome fund sponsor-provided dashboards that include concise financial and performance information needed to make timely and effective investment decisions—that is, whether to buy, hold or sell a fund investment,” he writes. “As the world continues to move towards increased automation and modernization, we welcome the proposed changes to help everyday investors make quicker and more informed decisions. With the launch of recent commission-free trading platforms, and the increased entry of new Millennial and Generation Z investors, the need for simplicity, clarity and transparency has never been greater. Continuous modernization and timely relevant information will help drive improved decisionmaking ability for retail investors, management, boards and external service providers.”

Like Farooq, Carroll says he and many of his colleagues support some of the SEC’s broader policy objectives, although he noted that he expects the industry to have comments on parts of the proposal. And while he is hesitant to speculate in too much detail about the potential fate of this proposal, he says it stands a good chance of being finalized at some point in the future, notwithstanding the potential change of leadership at the SEC and other key federal regulators.

“We have the election in about three months, and, one way or the other, we are going to see changes at the SEC,” Carroll says. “Chairman Clayton has said that he won’t continue beyond the first term of President Donald Trump. Whatever outcome we have in the election, the SEC could see some big changes. But, with that said, I think there are elements in here that cut across your typical party divides. In fact, this proposal was approved by a four to zero vote by the Commission, which includes both Democratic and Republican appointees. I don’t think this is the type of proposal that touches the third rail in some circles, say in the way Regulation Best Interest [Reg BI] has generated controversy.”

15th Anniversary of RPAY: the Prince Group

When the Prince Group won the Retirement Plan Adviser Team of the Year award in 2010, it did not offer 3(38) fiduciary services. Times have changed, says Doug Prince, CEO.

The Prince Group of Stifel Nicolaus in Indianapolis won the PLANSPONSOR Retirement Plan Adviser Team of the Year award in 2010. The practice name was changed to ProCourse Fiduciary Advisors in 2012.

The reason, says Doug Prince, chief executive officer, is that was firm was closely linked to the brokerage world.

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“We divested ourselves of all of our individual clients, as well as foundations and endowments, and we are now 100% fee-based and 100% focused on retirement,” Prince says. “All of our thinking revolves around that. We realized we could be more innovative across one line of business.”

Since winning the award in 2010, the practice has grown from five employees serving 60 retirement plans with $1.3 billion in assets to 15 employees serving 169 retirement plan with $4 billion in assets. The practice’s target market has continued to be retirement plans between $20 million and $300 million, Prince says.

“We avoid mega plans and are not wedded to serving any one industry,” Prince says.

As to how the practice’s service model has morphed in the past 10 years, Prince says he and his colleagues didn’t do any 3(38) fiduciary business back in 2010, whereas 20% of the assets they manage today are serviced as a 3(38) fiduciary. Prince says the practice’s work with strategic partners hasn’t changed much, other than the fact that the team is spending more time working with health care advisers.

“We have started looking at benefits as a whole,” Prince says. “You can’t just look at retirement anymore. You have to look at both retirement and health care, and while we don’t offer 529 college savings plans, we work with vendors that do. We have gone beyond the 3 F’s of fees, funds and fiduciary guidance. While reporting and documenting fiduciary actions was important 10 years ago, we now consider many more decision points around plan design.”

Looking ahead to how the retirement plan industry is likely to change in the next five to 10 years, Prince says he thinks artificial intelligence (AI) and investment analytics will play an exciting role.

“When you move past historical factors and start looking at predictive and more proactive measures, that idea is really exciting,” Prince says. “This will take us way beyond automatic enrollment and escalation, as important as these were.”

Prince also says he believes that adviser fees will continue to compress.

Asked if he is optimistic about the industry’s future, Prince doesn’t hesitate to give a strong “Yes.”

“Absolutely,” he says. “We challenge ourselves every day to bring value to our clients and participants. The more things get automated and commoditized, the more fun we can have because we can make truly positive changes.”

Prince says he believes that financial wellness programs, as pervasive as they are today, will become even more important in the future.

“You can’t get people to save for retirement without first really trying to figure out their other financial challenges,” Prince says. “We recently did a study with a health care advisory firm to look at the correlations between those who are financially unhealthy and those who are physically unhealthy, and found an 80% correlation. Taking care of someone financially is more than looking at what they have in their 401(k) plan.”

Prince also points to a case study his firm conducted with a client to figure out why 28 people in its workforce of 500 were financially troubled. The practice dove in with human resources (HR) to figure out the issues. It turned out that those 28 people were caring for aging parents who were living with them at home. The employer decided that, instead of increasing the company match in the 401(k) plan, it would use that money to offer a resource to those employees to help them with their caregiving.

“There are many changes that we can help employers make to help folks get past barriers to save for retirement,” Prince says.

ProCourse Fiduciary Advisors is faring well amid the COVID-19 pandemic, Prince says, but that would not necessarily have been the case if COVID-19 happened 10 years ago.

“Back then, it could have shut us down,” he muses. “Now, with Zoom, Microsoft Teams and Webex, our employees can work seamlessly from home, and I expect this will continue to change how we deliver services to sponsors and participants. So many sponsors thought face-to-face meetings with employees were important. We now use webinars, recorded videos or one-on-one chat to reach participants—and all of this has made us far more efficient. This has actually revolutionized how employee communications are done.”

As to what types of new communications Prince is having with clients, he says many sponsors are discouraging their employees from dipping into their 401(k) savings by pointing out other resources available to them, such as unemployment insurance and cutting expenses. “There is a laundry list of things employees can do to cut costs,” he says.

Prince adds that he was proud to see the firm participate this year in the 4.01k Race for Financial Fitness—though it had to do so virtually. The race raised more than $30,000 for Junior Achievement, a nonprofit youth organization. Prince says he hopes the virtual approach will gain steam, as it will enable more clients’ employees to participate.

“As to what retirement plan advisers can do to improve outcomes, it is helping participants think beyond the retirement plan,” Prince concludes. “Look at things holistically and try to figure out ways to help employees get over the hurdles that are stopping them from making positive decisions about their retirement plans.”

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