The SEC Adopts Rules on Shareholder Reporting, Fund Advertisements

The U.S. Securities and Exchange Commission voted today to adopt significant changes to its mutual find and exchange-traded fund advertisement disclosure framework.

The new rule and form amendments will require mutual funds and ETFs to transmit “concise and visually engaging shareholder reports” to promote transparent and balanced presentations of fees and expenses in investment company advertisements.

“Retail investors are typically non-professional investors buying and selling securities, mutual funds, or ETFs through traditional or online brokerage accounts,” says Syed Farooq, director, assurance, in a blog published by tax consulting and advisory firm Cohen & Co. “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 says that with an increased entry of new Millennial and Gen Z investors, the need for “simplicity, clarity and transparency has never been greater.” The rules will “help drive improved decision-making ability for retail investors, management, boards and external service providers,” he adds.

According to the SEC, funds will be required to provide shareholder reports that highlight key information, such as fund expenses, performance, and portfolio holdings. The instructions for the reports will encourage the use of graphics and text features to make them more effective.

Funds will be required to tag the information in their reports in a structured data format. The rule amendments also require funds to make certain information that may be more relevant to investors and financial professionals who desire more in-depth information available online and available for delivery free of charge to investors on request, the SEC says. That information will no longer appear in fund’s shareholder reports but will remain available to investors on a website identified in the shareholder report and must be filed semi-annually with the SEC.

“Shareholder reports are amongst the most important documents that fund investors receive. These reports, however, often are more than 100 pages in length. As a result, a retail investor looking to understand the performance, fees, and other operations of a mutual fund or exchange-traded fund may need to sift through extensive financial information,” says SEC Chair Gary Gensler. “Today’s final rules will require fund companies to share a concise set of materials that get to the heart of the matter. Further, today’s final rules are designed to promote transparent and balanced presentations of fees and expenses in investment company advertisements.”

The SEC has also adopted amendments to investment company advertising rules that require fee and expense presentations in registered investment and business development company advertisements and sales literature be consistent with relevant prospectus fee table presentations and be reasonably current. The amendments also address representations of fees and expenses that could be materially misleading.

The amendments become effective 60 days after publication in the Federal Register, though the SEC is providing an 18-month transition period after the effective date to provide mutual funds and ETFs with adequate time to adjust their shareholder report and transmission practices.

The SEC is also providing an 18-month transition period after the effective date to comply with the final amendments to the advertising rules.

The rules amendments that address representations of fees and expenses that could be materially misleading will apply on the effective date.