Fund Director's Guidebook,9781590312964

Fund Director's Guidebook

by
Edition: 2nd
ISBN13: 9781590312964
ISBN10: 1590312961
Format: Paperback
Pub. Date: 2005-04-07
Publisher(s): Natl Book Network
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Summary

Written for directors of open-end investment companies (typically referred to as mutual funds) and closed-end funds, this new edition offers suggestions to assist directors in their roles and obligations.

Table of Contents

Foreword ix
Task Force on Fund Director's Guidebook, Federal Regulation of Securities Committee xii
Section 1: Background and Structure of the Guidebook 1(2)
Section 2: Introduction 3(4)
A. The Legal Framework
3(1)
B. Structure of the Typical Fund and Role of Independent Director
4(1)
C. The Role of the SEC
5(2)
Section 3: Composition of the Board-The Independent Director 7(4)
A. Desirability of Independent Directors Generally
7(1)
B. 1940 Act Independence Requirements
8(1)
C. Importance of Maintaining Independence
9(1)
D. Considerations with Regard to Service on More Than One Board in a Complex
10(1)
Section 4: Board Committees 11(8)
A. Audit Committees
12(4)
1. Composition of the Audit Committee
12(1)
2. Role and Authority of the Audit Committee
13(3)
B. Nominating Committee
16(1)
C. Pricing and Other Committees
16(3)
Section 5: Board Operations 19(10)
A. Board Leadership
20(1)
B. Size of Board of Directors
20(1)
C. Director's Time Commitment
21(1)
D. Meetings
21(1)
E. Control of the Agenda
22(1)
F. Procedural Standards Set by the Courts for Fund Deliberations
23(1)
G. Quality of Information
24(1)
H. Disagreement
24(1)
I. Independent Counsel and Other Resources
25(1)
J. Board Compensation
26(1)
K. Term of Service and Peer Reviews
27(2)
Section 6: Board Responsibilities with Respect to Investment Advisory Arrangements 29(8)
A. Statutory Responsibilities
29(1)
B. Factors to Consider in Carrying Out Responsibilities
30(3)
1. Nature and Quality of the Services
32(1)
2. Profitability
32(1)
3. Economies of Scale
32(1)
C. Sub-Advisory Contracts
33(1)
D. Other Contracts with Affiliates
33(1)
E. Change of Control of the Investment Adviser or Distributor
34(3)
Section 7: Board Responsibilities with Respect to Distribution Arrangements 37(8)
A. Importance of an Effective Distribution System
37(1)
B. Development of Distribution Financing Techniques
38(2)
C. Board Responsibilities
40(5)
1. Regulation of Distribution Arrangements
40(1)
2. General Responsibilities for Distribution
40(1)
3. Oversight of 12b-1 Plans
41(1)
4. Review of Multiple Class Arrangements
42(1)
5. Monitoring of Sales Practices
42(3)
Section 8: Other Specific Statutory and Regulatory Responsibilities 45(8)
A. Valuation and Pricing of Shares
45(1)
B. Portfolio Liquidity
46(1)
C. Custody Arrangements
47(1)
D. Fidelity Bonds and Joint Insurance Policies
47(1)
E. Securities Transactions with Affiliates
48(1)
F. Selection of Independent Accountants
48(1)
G. Certain Special Types of Investment Practices
49(1)
H. Fund Names
49(1)
I. Codes of Ethics
50(1)
J. Anti-Money Laundering
51(1)
K. Privacy Procedures
51(2)
Section 9: Disclosure Requirements 53(4)
A. Disclosure Materials
53(2)
1. Registration Statements and Prospectuses
53(1)
2. Reports to the SEC and Shareholders
54(1)
3. Proxy Statements
54(1)
4. Disclosure of Proxy Voting
55(1)
B. Certification of the Accuracy of Reports Filed with the SEC
55(2)
Section 10: General Oversight Responsibilities 57(10)
A. General Responsibility
57(1)
B. Monitoring Compliance Programs
58(1)
C. Investment Oversight
59(2)
D. Brokerage Allocation Policies
61(2)
E. Trade Allocation
63(1)
F. Possible Need for Firewalls
64(1)
G. Insider Trading
64(1)
H. Business Continuity Planning
65(2)
Section 11: Role of the Board in Extraordinary or Emergency Situations 67(4)
A. Statutory, Regulatory or Related Problems
68(1)
B. Standards of Professional Conduct for Attorneys
69(2)
Section 12: Specific Board Responsibilities with Respect to Certain Special Types of Funds 71(8)
A. Money Market Funds
71(3)
1. Board Findings
72(1)
2. Required Procedures
72(1)
3. Oversight
72(1)
4. Portfolio Quality
73(1)
5. Security Downgrades
73(1)
6. Security Defaults and Other Events
73(1)
7. Delegation of Duties
73(1)
B. Funds Investing in Foreign Securities
74(1)
C. Funds Used as Funding Vehicles for Insurance Products
75(1)
D. Fund of Funds
76(1)
E. Hedge Funds and Private Investment Companies
77(1)
F. Bank-Related Funds
77(1)
G. Exchange-Traded Funds
78(1)
Section 13: Specific Board Responsibilities with Respect to Closed-End Funds 79(12)
A. Overview
79(2)
1. Differences Between Closed-End and Open-End Funds
79(1)
2. Regulation of Closed-End Funds
80(1)
3. Shareholder Meetings
80(1)
4. Tendency of Closed-End Fund Shares to Trade at a Discount
81(1)
B. Senior Securities and Leverage
81(1)
C. Offerings of Common Equity
81(1)
D. Illiquid Investments
82(1)
E. Interval Funds
83(1)
F. Share Repurchases
83(1)
G. SEC and Stock Exchange Regulation
84(2)
1. Audit Committee Requirements
84(1)
2. Short-Swing Profits
85(1)
3. Insider Trading
85(1)
H. Corporate Governance and the Discount
86(5)
1. Duties and Powers of Directors
87(1)
2. Actions to Address the Discount
88(1)
3. Board Governance Measures
89(1)
4. Federal Proxy Rules
89(2)
Section 14: Responsibilities and Duties of Fund Directors under State Law 91(4)
A. General Responsibilities
91(1)
B. Duty of Loyalty and Duty of Care
92(1)
C. The Business Judgment Rule
93(2)
Section 15: Liability Limitation, Indemnification and Insurance 95(6)
A. Limitation of Liability
95(1)
B. Indemnification
96(1)
C. Advance for Expenses
97(1)
D. Insurance Issues
98(3)
Glossary 101(6)
Bibliography 107

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