Linda Hoard

In today's fast-evolving regulatory environment, there's a dizzying array of Securities and Exchange Commission filings and forms for mutual fund boards to consider. Board members must always be aware of, and often times review as well as approve these filings and forms. That task can be daunting, especially given that these documents are commonly identified only by letters or numbers. In addition, the SEC continues to adopt additional filings and forms with new acronyms every year.

Below is a primer on the more commonly known fund filings and forms, designed to serve as a reference guide.

 

Periodic Fund Filings

During its fiscal year, a fund is required to file a number of reports at periodic intervals with the SEC. These reports, described below, provide the SEC with both financial and non-financial information about the fund.

Form N-CSR ­ This certified shareholder report is filed with the SEC semi-annually (within 10 days after the fund's annual/semi-annual report is sent to shareholders). Form N-CSR contains the annual/semi-annual shareholder report plus answers to certain questions, including:

* Does the fund have a code of ethics for its key officers? If not, why not?

* Does the fund have an audit committee financial expert? If not, why not?

* What were the aggregate fees (by category) billed by the fund's principal accountant in each of the past two years?

Form N-CSR is certified by the fund's CEO and CFO.

Form N-Q ­ This form is filed with the SEC within 60 days after the fund's first and third fiscal quarters. It provides the fund's schedule of portfolio holdings at quarter end. Form N-Q is certified by the fund's CEO and CFO.

Form N-SAR ­ This semi-annual report is filed with the SEC within 60 days after the close of the relevant fiscal period. It contains over 100 items, with some items being limited to certain types of funds. The information requested covers a variety of topics, such as:

* Financial information

* Custodian arrangements

* Brokerage commissions and principal transactions

* Legal proceedings

Form 24F-2 ­ This form is filed with the SEC annually (within 90 days after the fund's fiscal year end) to report fund shares sold during the fiscal year. If share sales exceed share redemptions (based on the form's formula), an appropriate registration fee must accompany the filing. Closed-end funds do not make this filing.

Form N-MFP ­ This form is filed with the SEC by money-market funds within five business days after month end. It contains information about the fund and its portfolio holdings as of the last business day of the month. In addition to providing such fund-specific information as the fund's seven-day yield, dollar weighted average portfolio and life maturities and shadow price, the form also includes specific information about each security in the fund's portfolio, such as:

* Issuer name

* Maturity date

* Percentage of the fund's assets invested in the security

* Category into which the security fits (for example, government agency debt)

The SEC waits 60 days before posting the filing on its website for public viewing.

Form N-PX ­ This proxy voting record of the fund is filed annually with the SEC by August 31 of each year. It covers the preceding 12 month period ending June 30. The form requires disclosure of several pieces of information for each matter considered at a shareholder meeting at which the fund, being a shareholder through its ownership of portfolio securities, was entitled to vote. Here are examples of the information that must be disclosed on the form:

* Name of issuer holding the shareholder meeting

* Identification of the matter voted upon

* Whether and how (e.g. for, against, abstain) the fund voted on the matter

* Whether the fund voted with or against management

 

Prospectus Filings

Form N-1A ­ This form is first filed with the SEC by an open-end fund prior to its commencement of operations. It is known as the fund's registration statement and contains, among other information, the fund's prospectus and statement of additional information (SAI). (If the fund is a series of a trust or company that already has an effective registration statement, an amendment to that registration statement will be filed instead of a new registration statement.) The registration statement on Form N-1A (or the amendment to the registration statement, if applicable) must become effective before an open-end fund starts operations. Open-end funds update their registration statements at least annually.

Form N-2 ­ This form is first filed with the SEC by a closed-end fund prior to its commencement of operations. It is known as the fund's registration statement and contains, among other information, the fund's prospectus and SAI. The registration statement on Form N-2 must be declared effective by the SEC before the closed-end fund starts operations. Closed-end funds update their registration statements at least annually, unless they choose instead to provide certain fund information (such as material changes to principal risk factors) in the annual shareholder report.

485(a) and 485(b) Filings ­ Each year open-end funds update their prospectuses and SAIs by amending their registration statements within 120 days of their fiscal year end. If material changes are needed, the registration statement amendment must be filed under Rule 485(a) at least 60 days prior to the desired effective date in order to allow the SEC an opportunity to comment on the filing. If no material changes are needed, the registration statement may be filed under Rule 485(b) up to the 120th day after the fund's fiscal year end.

497 Filings ­ Final copies of prospectuses and SAIs are filed with the SEC under the relevant sections of Rule 497. Of particular interest recently has been Rule 497(k), because summary prospectuses must be filed under this provision no later than the date on which they are first used. Summary prospectuses, in only their second year of use, are summaries (several pages long) of the key information in fund prospectuses. They may be sent to shareholders instead of the full prospectus, provided certain conditions are met.

XBRL Filings ­ XBRL, an acronym for eXtensible Business Reporting Language, is a computer language that tags specific items of financial and non-financial data in SEC filings. Such tagging enables Internet users to search for, use and compare specific items of tagged information within SEC filings. Since January of this year, the SEC has required that each open-end fund file the risk/return summary section of its prospectus in XBRL format no later than 15 business days after the effective date of a new or updated prospectus. In addition, a fund may, but is not required to, file certain portions of its Form N-CSR or Form N-Q in XBRL format.

 

What's Next?

If past experience is any indication, it is likely that the SEC will adopt additional filings and forms for funds in the years ahead, especially as the perceived need for disclosure and transparency increases. A working knowledge of current filings and forms will ensure fund directors are equipped with a key tool for fulfilling the responsibilities of today's board member, and will provide a solid foundation for when the SEC decides additional filings and forms are needed.

 

* Linda Hoard is senior managing counsel at BNY Mellon Asset Servicing.