Issues on the Boardroom Table
Perspectives and commentary on current issues of Board and adviser interest.
Management Fee & Expense Decreases – A Plethora of Board Decisions, Options
With passive index funds and ETFs garnering continued marketplace interest – primarily due to their cost advantage – active funds’ total expense ratios are clearly being more closely scrutinized by investors and intermediaries. Thus, many Boards and advisors are agonizing over the continued reasonableness, appropriateness, and competitiveness of their funds’ management fees and total expense ratios. Clearly this exercise is, and has been, integral to the 15(c) process, but the landscape has changed. From my vantage point and given the dearth of flows, a not insignificant amount of fund Boards are pondering (generally targeted and modest) management fee or total expense ratio decreases to narrow the spread with their indexed brethren.
Virtually all Trustees are acutely aware that a wide variety of active funds are struggling to attract new shareholder monies as passive has gained substantial distributor and investor favor. As active fund performance results ebb and flow compared to market indices, relative cost bubbles to the surface as a core issue. Research from fund trackers, most prominently Morningstar, has put fund expense ratios in the crosshairs as a primary driving factor in bottom-line (relative) return results. They claim higher-expense funds consistently underperform and have published data to support their conclusion. Publicity of such findings and the widespread support for indexed products are trends that should not be ignored by mutual fund Boards and rightfully precipitate vigorous discussions.
Therefore, issues such as “Are we still competitively priced?” and “What level of fees will ensure continued investor and distribution channel support and interest?” have recently taken center stage on many boardroom tables, the inquiries now placed in different context. The marketplace has shifted – temporarily or otherwise – and strategy, pricing, and decisions should reflect the new attitudes. In the interest of clarity, this is not to say that actively managed fund products should now be priced at levels now common to currently-in-favor indexed funds. Active funds require much more operational infrastructure support, data research, investigative efforts, and dedicated personnel – they should continue to be priced to account for these costs.
From my standpoint, some of the core issues are: 1) the pricing premia tolerance level for active investors (vs. passive); 2) the extent to which a fund’s expense ratio may truly compromises its net returns; 3) relative ratio competitiveness; 4) investor goals; 5) the current total expense ratio’s appeal on the desired platforms (or be screened out); and 6) the likely impact of renewed cost focus on a Board’s 15(c) process. Perhaps it goes without saying that, as Boards may embrace lower active fund fee levels, benchmarks tend to drop and cost effects ripple through many fund types.
Given the rise of indexed products and more scrutiny on cost, a good starting place for Trustees would be to ask the following questions. What is the Board trying to accomplish by working with management to potentially lower fees or expenses? How might this impact our advisor’s financial health, wherewithal, and shareholder value? To what extent must fees or expenses be lowered to truly create competitive advantage, elevate performance rank (as feasible), and potentially have an impact on marketplace or intermediary appeal? As a Trustee (and working with management), what may be some pricing, structural or strategic options available to reduce shareholder cost?
There are clearly several methods to achieve reductions to total operating expense levels incurred by fund shareholders or ensure competitiveness on an on-going basis. The primary methods are:
- Contractual advisory and/or administrative fee reduction
- Total expense ratio cap
- Waiver to advisory and/or administrative fees
- Routinely using a third-party provider fund expense benchmark(s) or custom benchmarks tied to distribution factors to assess competitiveness and adjust caps or ratios, as feasible
Each strategy to keep management fees and/or total expense levels ‘in line’ have upsides and downsides such as permanence or flexibility, some level of control over margins by an advisor (or not), clarity on total cost for shareholders, on-going adjustments with market movements and the like. It is advisable to consider all options’ positives and negatives when trying to assess any proactive changes to shareholder cost.
The simple fact that other fund shops are examining or lowering shareholder costs for some or all products should not categorically mean that all sponsors should be following suit. There are business model considerations that Boards should factor into their oversight. Solid reasons behind serious fee or expense decrease discussions are vital. If nothing else, citing the obvious price pressures today, and assuming presumably shifting benchmarks, should a Board not at least ponder the question “Have our fee or expense competitiveness been compromised in any material ways and should we be considering tweaking them to maintain our desired market position?” Perhaps most pertinent, management should have a thorough, well-informed, and cogent response to such a Board inquiry.
Fund Boards and advisors are well-advised to, at the very least, jointly consider the marketplace and investor impact of passive index funds’ pricing and appeal. Trustees should arguably have rigorous, on-going discussions with their funds’ advisor about distribution impact, marketplace pricing attitudes, and possible courses of action to counteract ‘soft flows.’ It is very likely that some level of strategic repositioning by much of the active management funds business is necessary to ensure its health within the retail, institutional, and defined contribution marketplaces.
Maintaining the status quo may not resonate with investors and a heightened focus on index-besting performance won’t hurt!
ESG Funds – Renewed Interest, Elevated Board Oversight
So-called “ESG funds” (an acronym standing for environmental, social and governance) have been building momentum lately, arguably garnering more investor interest than when they first debuted several decades ago as “socially conscious funds.” The increased flows could be due to general concerns regarding the environment, global warming, a move towards more socially conscious behavior, or a newly formed fundamental belief that those “funds that do good will do better” (financially). Likely, the recent flow success of ESG funds is a combination of the aforementioned factors and has garnered the attention of more fund sponsors.
Intra-category performance amongst similar funds (not accounting for ESG criteria) has been mixed since ESG funds entered the marketplace in the 1990s and shareholder dollar flows were generally modest. Historically dominated by a handful of firms, e.g., Calvert, Domini, PAX World etc., the ESG fund world has recently been breached by a larger number of sponsors – seemingly regardless of possible return implications – seeking to examine investor appetite for investment in companies which are conscious of all issues ESG-related. Investor interest has likely not yet hit a plateau, the guesses as to peak interest levels vary, and the “stickiness” of assets when relative performance could wane under certain market conditions is an open question.
A number of vital questions surround the ESG fund offering puzzle for Board and advisor such as:
- The indicators that ESG is an unwavering trend and not just a current fad - ?
- What do typical ESG investors respond to and thus, how are the funds marketed?
- What specific, corporate ESG principles and/or criteria are acceptable when making (screened) investments and will this hamper portfolio management?
- What types of shareholder disclosures appropriately (and legally) accompany this new genre of fund?
- What does Board education and reporting look like?
- What are the issues integral to ESG investing such as community impact, human rights, potential water taint, greenhouse gases and the like that should rightfully be considered by an advisor?
- How do the new Sustainability Accounting Standards Board (SASB) ESG standards (voluntary compliance) play into product design, fund management process, and Board oversight?
- Active or passive fund?
- Should funds’ pricing potentially involve some level of premia given the extra layer of due diligence and cost for ESG screening?
- What ESG investing (and psychological) benefits can be cited such that potential investors’ interest will pique and be retained through all market cycles?
These questions are undoubtedly not easily answered.
With adoption of the SASB standards being voluntary and thus, regretfully precipitating inconsistent disclosures, the core issue of ESG’s precise definition and direct comparability amongst issuers’ social resolve persists. Additionally, available data on the level and types of supposed corporate ESG adherence can vary widely. Extensive, internal advisor research is advised to reconcile data inconsistencies. As with prior funds held out as “socially conscious”, applied ESG criteria can be very strict or can be somewhat lax leading to more portfolio flexibility, but potentially misled shareholders. Advisors and Boards alike should be clear on how committed the product (and the investment manager) is to a set of strict social, environmental, governance etc. standards which mirror the intended mission of this genre. Yet, if for investment management reasons, a fund’s ESG criteria are selective or targeted, disclosures should be candid, thorough, and accurately characterize the product (roughly speaking) as only “considering the SASB standards, but product development did not incorporate every risk guideline.”
It is advisable to tread into, and oversee, this product space with vigorous research, moral intent, and an understanding that these types of products are hardly plain vanilla. All interested groups in this fund oversight model can expect to undertake highly elevated due diligence if success is to be achieved. Perhaps heightened environmental and social concerns in today’s world will support and propel these investments’ investment returns and shareholder flows over the long-term.
Zero-Fee Index Funds – The Floor is Now Occupied
The so-called “race to the bottom” for indexed mutual funds is over. Move over Vanguard, Blackrock, T. Rowe, Schwab and TIAA/CREF. With the launch of 4 new indexed, equity mutual funds, Fidelity has reached the no-fee floor. The four funds carry the anticipated 0% expense ratio. No investment advisory fee and no other operating expenses are borne by investors in these recently introduced mutual funds. The funds are only available to Fidelity’s advisory clients who undoubtedly pay asset-based account management fees, thus they are not totally cost-free.
One can only presume that Fidelity is trying to attract new investors to its suite of investment management and other financial services with the zero-fee concept as a novel hook. The Boston-based funds giant can arguably use such an asset-gathering tactic with little or no return-at-outset given their scale, solid brand, financial wherewithal, and client scope. Will other investment company behemoths or even modest-sized sponsors immediately follow suit? Few, if any, would be my guess.
The introduction of funds with permanent, contractual advisory fees of zero arguably precipitates some quandaries and challenges for fund Trustees. Does this mean that all index funds ‘should’ be loss leaders and now be priced to equal the zero-fee floor? Should other index funds that carry some level of fee be forced by Boards to significantly cut their fees? Is a zero-fee strategy sustainable through eventual up- or cross-selling? Will the advisory contract renewal (“15(c)”) exercise be reduced to a “no fee, no discussion necessary” format? Do the smaller index players truly compete against the largest players in the passive space such that defining a “competitive universe” may be inherently subjective and problematic? These are no easy answers to these questions, yet let me offer a few thoughts to the raised, aforementioned issues.
First, not all index funds should now – like lemmings – follow Fidelity blindly to the rock bottom rate. The decision to offer similarly priced funds should be complex-by-complex, may be determined by scale and operational wherewithal, depend on the type of index fund, and be driven by client tolerance and demand. The Board should be involved and have input.
Second, one can arguably make the case that that those index funds with little or no total expense ratio put tremendous pressure on existing, identical offerings to charge very modest fees since expenses essentially determine much of the bottom line return and competitiveness. Again, how deep the cuts may be will likely be driven by scale, client base, operational structure, and perhaps by realized margins (or lack thereof).
Third, the underlying hypothesis that client assets in no-fee funds can eventually be converted into more profitable accounts through alternative product placement has yet to be proven. While the Fidelity funds have already garnered significant assets to date, that success is only stage one of the road to higher margins. Some industry participants may view this strategy by Fidelity as a ‘test balloon’, so all will be watching its flight pattern and altitude.
Fourth, I believe it would be dangerous to, for all practical purposes, rubber-stamp the renewal of the advisory contract for all such products given their zero fees. While relative operating expense levels are core to the 15(c) process, these costs are certainly not the only factor that Boards must consider when renewing an advisory contract. As any long-time Trustee is aware, the Gartenberg factors are still very much applicable and cover a wide range of additional considerations. I am confident that Board counsel will have strong views on this subject – consult him/her.
Lastly, seeking to identify true “marketplace competitors” and all distribution channel participants can be elusive and ever-changing. Furthermore, the philosophy that cost, i.e., the expense ratio, is a large factor in fund selection can be debated. The cheapest funds do not always win. Service quality, brand, investment models, return consistency, disclosures, support etc. all count. Arguably, everyone does not compete against everyone else. It seems unwise for Boards of smaller complexes to examine only a small section of the industry when comparing fees as the largest fund companies are competitors in one form or another. However, the Trustees have the ability to overlay their business judgement on the data and weight companies of similar wherewithal and scale higher, as applicable. A reasonable scope of industry data and wide considerations should be the goal to create a solid due diligence record.
The industry focus on index-tracking products continues … for now.
Funds’ Reaction to the Recent Market Correction?
As all readers are undoubtedly aware, last week was witness to – what some may argue was – a long-overdue market correction. And, we may not be done with stock value erosion. Equities were arguably overvalued and may still be a bit ‘rich.’ Corrections are a fact of investing as money flows rationally or irrationally into the market and then back out just as fast, in many cases.
The questions that arise for fund Boards are a matter of their funds’ reaction(s) to the market volatility, short-term uncertainty, and relentless gyrations. Not all domestically focused funds will have been impacted by the prices corrections similarly and some may have benefitted from the mercurial conditions by design. Most undoubtedly lost not significant value as widespread jitters hit many sectors, some with little discrimination.
Trustees should seize this period in market history to reflect on, and inquire about, a number of topics and probe with great interest about how their funds’ (and their advisor) reacted to the plunge in stock values. I would submit that the following ten questions (about appropriate domestic stock funds) be put on the boardroom table, if not already discussed or disclosed to the Trustees:
- Did the funds behave holdings- and performance-wise as the Board would have expected?
- If buffered market volatility is an objective of the fund, did the PM succeed in not following the market prices to every new trough?
- Were derivative positions a factor (positively or negatively) in how the funds performed through the correction?
- What was the fund investor base’s reaction to the (presumed) dip in performance?
- Post-correction, what communication was or will be offered to investors, if any?
- Through the correction, did the fund strictly follow its fundamental policies and investing parameters?
- Did the fund stretch the bounds of typical investing techniques to which investors had been accustomed?
- If some of the funds’ typical investing behaviors were tested, do any marketing materials now not accurately apply?
- Did some of the “safer sectors” viewed as partially immune to large market dips drop more than anticipated? Why?
- What lessons did the advisor learn during the recent market turmoil and/or how might investing approaches be modified in the future?
[This list is likely not exhaustive, but it surely is a good fundamental start to commence discussions amongst the Board and advisory personnel.]
Market ups and downs like those witnessed last week test the mettle of advisors and their products’ resilience from relative performance and investor sticktuitiveness standpoints. Most importantly, Boards should understand in a reasonable amount of detail likely advisor and fund reactions to traumatic market and world events and what they may mean for PM management strategies, future business plans, cash flows, investor communication, and overall advisor stability.
Stay tuned – the temporary carnage may not be over.
Passive vs. Active
Industry sponsors and Trustees alike have undoubtedly read about the flows enjoyed by sponsors of traditional indexed products and newer (indexed or index-based) ETFs. Their recent success has been the target of envy by fund complexes embracing active management exclusively. Investors seem to now be convinced that active managers cannot generally beat the market indices with any regularity. Yet, were there not prevalent examples of index-besting managers during the 2000-2002 and 2008/2009 corrections? Did these managers not retain investors’ assets more effectively than simply holding the index security basket? And, does history not bear out that active funds can outpace indexed products during periods of higher market volatility? In short, yes. Indexed does not always win.
While it’s true that necessary costs related to active portfolio management do put active managers at a disadvantage, “Bogle-ites” would have one believe that only less-informed investors stray from less expensive, index-hugging funds. The key to active management is clearly skillful and dedicated portfolio management and security selection algorithms or judgments that, with reasonable consistency, at least keep up with or exceed the market indicators. But, let me be clear, the higher cost hurdle still lingers and essentially raises the bar for the hard-working, highly intelligent people who make up the portfolio management ranks.
The issue of outflows from active funds has been on the boardroom table for quite a few years now due to the indexed fund ‘craze.’ Word of its demise has not yet been uttered! So, for those many fund complexes not abandoning support for the benefits of active management, fund advisors and Boards are well-advised to devise a plan to ensure that active management does not fall fully out of favor. So, what does that plan look like? First, targeting marketing efforts surely must be employed. Index funds are not a sole, comprehensive solution to all investing goals – the benefits of active management during market volatility and correction periods is undeniable. Second, given the cost advantage of passive, sponsors and Boards must be conscious of costs and their impact on net returns. Crippling total expense ratios can put amplified pressure on portfolio managers in less-than-optimal ways. Possible solutions, when cost is a limiting factor, may include temporary and/or conditional management fee waivers, expense reimbursements, more aggressive advisory fee breakpoints, total expense caps, and – for some funds – performance incentive (“fulcrum”) fee arrangements. Third, redesign and/or launch of new or existing products that incorporate numerous strategies, uncorrelated asset classes and appropriate derivative securities that buffer systemic market risk might help to highlight that “protecting the downside” can be very beneficial rather than riding an index fund to the trough. Lastly, wholesalers and other sales and marketing personnel need to educate their distribution and investor services partners about the upsides to active management and secure full engagement.
While the almost euphoric appeal of index funds is not, in and of itself, a negative trend, on a massive scale it arguably promotes the mispricing of assets/companies and adds inefficiencies to markets. A balance between the two styles could be the best compromise for markets and sponsors as well as investors. The virtues of active management should be ‘evangelized’ and – with any luck – index-besting results during future market cycles may bring skeptical investors back to the active fold with at least an appropriate portion of their assets. Many might argue that renewed flows into active funds will not happen without a penalizing correction (whereby active funds could shine) or diligent efforts by the companies to “tell the story” and build unwavering support for full-time, active portfolio management.
It behooves Boards and advisors to conduct rigorous discussions regarding how both sides of the fence (active and passive) might peacefully co-exist and both be successful at the asset derby.