导航中介关系（pdf）

DECEMBER 2022 Copyright © 2022 by the Investment Company Institute and the Independent Directors Council. All rights reserved. The content contained in this document is proprietary property of ICI and should not be reproduced or disseminated withoutICI’s prior consent. The information contained in this document should be used solely for purposes of assisting firms in makingindependent and unilateral decisions relevant to their respective business operations. It is not intended to be, and should not beconstrued as, legal advice. Navigating Intermediary Relationships Contents 8Interacting with Intermediaries 8Broker-Dealers8Banks and Retirement Recordkeepers9Investment Advisers 14Types of Transactions 15Intermediary Oversight and Compliance 15General Intermediary Oversight15Oversight of Controls and Attaining Transparency16Financial Intermediary Controls and Compliance Assessment (FICCA)17Client Data Share (CDS)18Standardized Data Reporting (SDR) 21Intermediary Compensation 21Compensation Paid by Funds and/or Fund Affiliates 21Rule 12b-1 Fees22Alternative Shareholder Servicing Arrangements23Finder’s Fees23Other Compensation 25Conclusion 26Appendix A: Intermediary Partners 26Broker-Dealers26Clearing Broker-Dealers26Introducing Broker-Dealers27Banks27Mutual Fund Supermarkets and Platforms27Insurance Companies28Registered Investment Advisers (RIAs)28Retirement Plan Recordkeepers 29Appendix B: Processing and Account Structures 29Processing29NSCC Fund/SERV System32NSCC Networking System35Trading Outside of Fund/SERV35Exchange of Account Information Outside of Networking 36Account Structures36Omnibus Account38Individual Account 40Appendix C: Omnibus Intermediary System Considerations 40Mutual Fund Profile Service40MFPS I Daily Price and Rate41MFPS II Security Issue Database41MFPS II Distribution Database42MF Info Xchange42Other Non-DTCC Solutions 43Appendix D: History of Fund/SERV and Networking 45Appendix E: Relevant Regulatory and Compliance Initiatives 45Investment Company Act of 194047Securities Exchange Act of 193448Other Legislative and Rulemaking Activities50SEC Interpretive Guidance51Regulator/Industry Task Forces51Employee Retirement Income Security Act of 1974 (ERISA) 52Appendix F: Sales Charges52Front-End Sales Charge53Contingent Deferred Sales Charge54Broker Commissions 55Appendix G: Fee Calculation Methods and Processing 58Appendix H: Potential Board Questions Foreword The Investment Company Institute published its firstNavigating Intermediary Relationshipswhitepaper in 2009. In acknowledging the increasing prominence of intermediary distribution of mutualfunds, the paper stated its purpose was to “describe the participation and impact of intermediaries inthe mutual fund industry.” As we move into the third decade of the 21st century, this revision carries forward many of the samethemes of the original publication. Investors primarily buy and sell fund shares through intermediaries.However, a combination of market-, regulatory-, and technology-driven changes within and aroundthe mutual fund industry have introduced important updates to how intermediaries offer mutualfund shares and are compensated for services provided to investors. These changes, in turn, haveaffected how fund management oversees intermediary activities related to the fund shareholders thatintermediaries support. Key updates to this paper include a deeper exploration of omnibus1recordkeeping, which hasemerged as the predominant method for intermediaries to offer mutual fund shares to investors,primarily due to the increased capabilities of intermediary subaccounting systems to match those ofmutual fund transfer agents. The growth of omnibus recordkeeping affects the roles, responsibilities,and compensation of intermediaries and fund transfer agents, with even greater emphasis onintermediary oversight by funds and their boards of directors. The paper also reflects updates related to regulatory activities that affect intermediary relationshipswith funds and fund shareholders. The activities of key fund industry regulators such as the Securitiesand Exchange Commission (SEC) and Department of Labor (DOL) have encouraged intermediariesto clarify the role they play when offering investment advice to fund shareholders, how they arecompensated for advice given, and to either disclose or eliminate conflicts of interest. Regulatoryactivities have also focused on fund distribution and investor servicing roles of intermediaries and thecompensation received for each.2In response, many intermediaries have reviewed their activities,and, in some cases, altered business practices regarding methods and compensation for servicinginvestors. A noticeable trend is the adoption by certain intermediaries of asset-based fees for advicethat are unbundled from the products the intermediary offers the investor.3 The role of technology in intermediated fund distribution is discussed throughout this paper. Intermediarieshave increas