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Here's a statement of the obvious: The opinions expressed here are those of the participants, not those of the Mutual Fund Observer. We cannot vouch for the accuracy or appropriateness of any of it, though we do encourage civility and good humor.
  • Vanguard US Growth & Growth and Income - Subadvisor Change
    A fund's board is responsible for hiring the fund's advisor(s). It may be a distinction without a difference, but at Harbor, a board hires the fund's advisor, which in turn hires the subadvisors. In contrast, at Vanguard a board hires multiple advisors directly. There are no subs.
    Harbor Capital Advisors, Inc. (“Harbor Capital” or the “Advisor”) is the investment adviser to Harbor Funds. ...
    The Advisor may manage funds directly or employ a “manager-of-managers” approach in selecting and overseeing investment subadvisers (each, a “Subadvisor”). The Advisor makes day-to-day investment decisions with respect to each fund that it directly manages. In the case of subadvised funds, the Advisor evaluates and allocates each Harbor fund’s assets to one or more Subadvisors. For Harbor funds that employ one or more discretionary subadvisors, the Subadvisors are responsible for the day-to-day management of the assets of the Harbor funds allocated to them.
    Harbor Prospectus
    For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, ...
    ... the [third-party] advisor manages the investment and reinvestment of the portion of the fund’s assets that the fund’s board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the fund’s investment program for its portion of the fund’s assets. ... Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguard’s Portfolio Review Department and the officers and trustees of the fund. Vanguard’s Portfolio Review Department is responsible for recommending changes in a fund’s advisory arrangements to the fund’s board of trustees, including changes in the amount of assets allocated to each advisor and recommendations to hire, terminate, or replace an advisor.
    Vanguard® World Fund SAI (including U.S. Growth and some other funds)
  • Vanguard US Growth & Growth and Income - Subadvisor Change
    My guess is that Vanguard is playing a low-cost hardball with subadvisors.
    ONE subadvisor may be lured by big AUM initially, or may be in the early stages of its business, but it may later want more money or may just close the funds (e.g. PRIMECAM subadvised funds). We also saw this when Vanguard Windsor II was started years ago, and other advisors were added as its AUM grew (to higher AUM than the original VG Windsor) - and now, the initial advisor isn't even in the picture.
    Vanguard tries to play its multiple subadvisors against each other using AUM shifts as carrots and sticks, and they are accountable to Vanguard only, not to each other. But what may be a good idea with 2 subadvisors, becomes problematic with 4 or more subadvisors. Many VG funds with too many subadvisors have issues (VG Explorer, etc) in that VG and/or subadvisors don't know what they are doing.
    VG can be tough - it did fire GMO for funds, and MSCI on indexing. VG also shutdown VG Convertible that was subadvised by Oaktree Capital (co-owned by famed Howard Marks).
    There is a saying, there can be too much of a good thing, or, that cake is good for dessert, but you cannot live on it. It's the same with subadvisors - 2 may be good, but 4 are bad.
  • Vanguard US Growth & Growth and Income - Subadvisor Change
    "Vanguard has dropped its quantitative equity team as a subadvisor on the $34.4bn Vanguard US Growth fund and $11.5bn Vanguard Growth and Income fund."
    "On the US Growth fund, no new subadvisor has been added alongside Baillie Gifford, Jennison Associates
    and Wellington Management Company, but the latter firm will now run more of the fund’s assets
    as a result of Vanguard removing itself."

    "Wellington has also been added as a subadvisor on the Growth and Income fund, joining existing subadvisors D.E. Shaw Investment Management and Los Angeles Capital Management."
    Link
  • UVA Dividend Value ETF will be liquidated
    https://www.sec.gov/Archives/edgar/data/1484018/000148401823000029/r497e0523.htm
    497 1 r497e0523.htm UVA DIVIDEND VALUE ETF
    SPINNAKER ETF SERIES
    UVA Dividend Value ETF
    Supplement dated May 26, 2023
    to the Summary Prospectus, Prospectus, and Statement of Additional Information
    each dated November 1, 2022, as amended
    The information in this Supplement should be read in conjunction with the Summary Prospectus, Prospectus, and Statement of Additional Information for the UVA Dividend Value ETF.
    NOTICE OF LIQUIDATION OF THE UVA DIVIDEND VALUE ETF. The Board of Trustees (the “Board”) of the UVA Dividend Value ETF (the “Fund”) approved the liquidation and dissolution of the Fund on or about June 26, 2023 (the “Liquidation Date”). In connection with the liquidation and dissolution, the Fund may depart from its stated investment objective as it increases its cash holdings in preparation for liquidation. On the Liquidation Date (for settlement the date after the Liquidation Date), the Fund shall distribute pro rata to its shareholders of record all of the assets of the Fund in complete cancellation and redemption of all of the outstanding shares of beneficial interest, cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (ii) pay such contingent liabilities as the officers of the Fund deem appropriate subject to ratification by the Board. Capital gain distributions, if any, may be paid on or prior to the Liquidation Date.
    After the close of business on June 20, 2023, the Fund will no longer accept creation orders or redemption orders. This is also expected to be the last day of trading of shares of on the Fund on NYSE Arca, Inc. (“NYSE Arca”). Shareholders should be aware that as of and after the close of business on June 20, 2023, the Fund will no longer pursue its stated investment objective or engage in any business activities except for the purpose of selling and converting into cash all of the assets of the Fund, paying its liabilities and distributing its remaining proceeds or assets to shareholders (the “Liquidating Distribution”). During the time between market close on June 20, 2023 and the Liquidation Date, shareholders will be unable to dispose of their shares on NYSE Arca.
    Shareholders may sell their holdings of the Fund, incurring typical transaction fees from their broker-dealer, on NYSE Arca until market close on June 20, 2023, at which point the Fund’s shares will no longer trade on NYSE Arca and the shares will be subsequently delisted. Shareholders who continue to hold shares of the Fund on the Liquidation Date will receive a Liquidating Distribution (if any) with a value equal to their proportionate ownership interest in the Fund on that date. Such Liquidating Distribution received by a shareholder, if any, may be in an amount that is greater or less than the amount a shareholder might receive if they dispose of their shares on NYSE Arca prior to the market close on June 20, 2023. The Fund’s liquidation and payment of a Liquidating Distribution may occur prior to or later than the dates listed above.
    Shareholders who receive a Liquidating Distribution generally will recognize a capital gain or loss equal to the amount received for their shares over their adjusted basis in such shares. Please consult your personal tax advisor about the potential tax consequences.
    For further information, please contact the Fund toll-free at 1-800-773-3863. You may obtain copies of the Prospectus, Summary Prospectus, and Statement of Additional Information, free of charge, by writing to the Fund at Post Office Box 4365, Rocky Mount, North Carolina 27803 or calling the Fund toll-free at the number above.
    Investors Should Retain This Supplement for Future Reference
  • ETFs being liquidated
    https://www.sec.gov/Archives/edgar/data/1587982/000139834423010827/fp0083662-1_497.htm
    497 1 fp0083662-1_497.htm
    AXS 2X NKE Bear Daily ETF
    Ticker: NKEQ
    AXS 2X NKE Bull Daily ETF
    Ticker: NKEL
    AXS 2X PFE Bear Daily ETF
    Ticker: PFES
    AXS 2X PFE Bull Daily ETF
    Ticker: PFEL
    AXS 1.5X PYPL Bear Daily ETF
    Ticker: PYPS
    AXS Short China Internet ETF
    Ticker: SWEB
    AXS Short De-SPAC Daily ETF
    Ticker: SOGU
    Each a series of Investment Managers Series Trust II (the “Trust”)
    Supplement dated May 26, 2023 to each currently effective
    Prospectus, Summary Prospectus and Statement of Additional Information (“SAI”).
    The Board of Trustees of the Trust has approved a Plan of Liquidation for each of the AXS 2X NKE Bear Daily ETF, AXS 2X NKE Bull Daily ETF, AXS 2X PFE Bear Daily ETF, AXS 2X PFE Bull Daily ETF, AXS 1.5X PYPL Bear Daily ETF, AXS Short China Internet ETF, and AXS Short De-SPAC Daily ETF, (each a “Fund”). Each Plan of Liquidation authorizes the termination, liquidation and dissolution of the respective Fund.
    Each Fund will create and redeem creation units through June 16, 2023 (the “Closing Date”), which will also be the last day of trading on The NASDAQ Stock Market LLC, each Fund’s principal U.S. listing exchange. On or about June 26, 2023 (the “Liquidation Date”), each Fund will cease operations, liquidate its assets, and prepare to distribute proceeds to shareholders of record as of the Liquidation Date. Shareholders of record on the Liquidation Date will receive cash at the net asset value of their shares as of such date. While Fund shareholders remaining on the Liquidation Date will not incur transaction fees, any liquidation proceeds paid to a shareholder should generally be treated as received in exchange for shares and will therefore generally give rise to a capital gain or loss depending on the shareholder’s tax basis. Shareholders (including but not limited to shareholders holding shares through tax-deferred accounts) should contact their tax advisers to discuss the income tax consequences of the liquidation. Under certain circumstances, liquidation proceeds may be subject to withholding taxes.
    In anticipation of the liquidation of each Fund, AXS Investments LLC, the Funds’ advisor, may manage each Fund in a manner intended to facilitate its orderly liquidation, such as by raising cash or making investments in other highly liquid assets. As a result, during this time, all or a portion of each Fund may not be invested in a manner consistent with its stated investment strategies, which may prevent each Fund from achieving its investment objective. Shareholders of each Fund may sell their holdings on The NASDAQ Stock Market LLC on or prior to the Closing Date. Customary brokerage charges may apply to such transactions. After the Closing Date, we cannot assure you that there will be a market for your shares.
    Please contact the Funds at 1-303-623-2577 if you have any questions or need assistance.
    Please file this Supplement with your records.
  • Sam Zell, RIP
    Barron's has a tribute to late Sam ZELL by Oscar SCHAFER, Rivulet Capital (2012- ). Sam passed away at 81 on 5/18/23. He was fun loving, fiercely independent, generous, loyal, courageous, and a mentor. In investing, he liked distressed situations and complex structures; he could take control of bad businesses, restructure and grow them and then sell them. He didn’t take himself too seriously, dressed nonconformally, sometimes even writing email poems during business negotiations. (He was a real estate tycoon and was a tough business negotiator – he was called “the grave-dancer” for good reasons) He threw big parties and could talk dirty too. He loved motorcycles (because they were fun, fast, dangerous) and had annual bike tours with friends who called themselves Zell’s Angels.
    Schafer provides the personal side in Barron’s Op-Ed. More formal information can be found on the Wiki.
    https://www.barrons.com/articles/sam-zell-markets-real-estate-life-lessons-8b6fa7d6?mod=past_editions
    https://en.wikipedia.org/wiki/Sam_Zell
  • Barrons article on How to Sneak into Closed Funds
    @rforno: you are quite right about the number of new ETFs that should never have seen the light of day and which merit no recommendation. I have browsed a couple of the ETF-dedicated sites and quickly realized that what passes for news is no more than a regurgitated press release from the sponsor of the latest 3X (fill in the asset here) vehicle. It's also true that there many MFs whose deletion from the ranks would not cause a ripple.
    The big fund companies seem to have no trouble issuing ETFs and gathering big assets. I suspect they, like American Funds, have massive retirement AUMs and they can direct their managers to buy the new issues. Harbor Funds, on the other hand and despite some highly rated OEFs do not seem to be able to generate trading volume in what I consider to be attractive ETFs. Unfortunately, Harbor has lost AUM every year since 2014, so getting into ETFs might be seen as a effort to stem the ebb tide. Their ETF assets are rising, but don't offset OEF losses. FWIIW, I own HIISX and just recently purchased WINN, Harbor Long Term Growers ETF. This fund is managed by the same people at Jennison Associates who run their growth strategies, including Harbor Capital Appreciation. The late Sig Segalis was the guru of that strategy. PGIM, Jennison Focused Growth ETF, competes for the same assets, albeit at a higher ER than the Harbor fund. Proliferation for sure resulting in a trivia-laden post such as this one.
  • Virtus FORT Trend Fund to be liquidated
    https://www.sec.gov/Archives/edgar/data/1005020/000093041323001656/c106434_497.htm
    497 1 c106434_497.htm
    Virtus FORT Trend Fund,
    a series of Virtus Opportunities Trust
    Supplement dated May 25, 2023, to the Summary and Statutory Prospectuses and Statement of Additional Information (“SAI”) of the fund named above, each dated January 27, 2023, as supplemented
    Important Notice to Investors
    On May 23, 2023, the Board of Trustees of Virtus Opportunities Trust voted to approve a Plan of Liquidation of the Virtus FORT Trend Fund (the “Fund”), pursuant to which the Fund will be liquidated (the “Liquidation”) on or about July 12, 2023 (“Liquidation Date”).
    Effective June 9, 2023, the Fund will be closed to new investors and additional investor deposits, except that purchases will continue to be accepted for defined contribution and defined benefit retirement plans, and the Fund will continue to accept payroll contributions and other types of purchase transactions from both existing and new participants in such plans. Investors should note that the Fund’s investments will be sold in anticipation of the Liquidation and may be sold in advance of June 9, 2023.
    At any time prior to the Liquidation Date, shareholders may redeem or exchange their shares of the Fund for shares of the same class of any other Virtus Mutual Fund. There will be no fee or sales charges associated with exchange or redemption requests.
    Prior to the Liquidation Date, the Fund will begin engaging in business and activities for the purposes of winding down the Fund’s business affairs and transitioning some or all of the Fund’s portfolios to cash and cash equivalents in preparation for the orderly liquidation and subsequent distribution of its assets on the Liquidation Date. During this transition period, the Fund will no longer pursue its investment objective or be managed in a manner consistent with its investment strategies, as stated in the Prospectuses. This is likely to impact the Fund’s performance. The impending Liquidation of the Fund may result in large redemptions, which could adversely affect the Fund’s expense ratios. Those shareholders who remain invested in the Fund during part or all of this transition period may bear increased brokerage and other transaction expenses relating to the sale of portfolio investments prior to the Liquidation Date.
    On the Liquidation Date, any outstanding shares of the Fund will be automatically redeemed as of the close of business, except shares held in BNY Mellon IS Trust Company custodial accounts, which will be exchanged for shares of the Virtus Seix U.S. Government Securities Ultra-Short Bond Fund. For BNY Mellon IS Trust Company custodial accounts, Class A shares, Class I shares and Class R6 shares of the Fund will be exchanged for Class A shares, Class I shares and Class R6 shares of the Virtus Seix U.S. Government Securities Ultra-Short Bond Fund, respectively. Class C shares of the Fund will be exchanged into Class A shares of the Virtus Seix U.S. Government Securities Ultra-Short Bond Fund, and any contingent deferred sales charges will be waived.
    Shareholders with BNY Mellon IS Trust Company custodial accounts should consult the prospectus for the Virtus Seix U.S. Government Securities Ultra-Short Bond Fund for information about that fund. The proceeds of any redemption will be equal to the net asset value of such shares after the Fund has paid or provided for all charges, taxes, expenses and liabilities. The distribution to shareholders of these liquidation proceeds will occur as soon as practicable, and will be made to all Fund shareholders of record at the time of the Liquidation. Additionally, the Fund must declare and distribute to shareholders any realized capital gains and all net investment income no later than the final liquidation distribution. The Fund intends to distribute substantially all of its net investment income prior to the Liquidation.
    Although shareholders are expected to receive proceeds of the Liquidation in cash, proceeds distributed to shareholders may be paid in cash, cash equivalents, or portfolio investments equal to the shareholder’s proportionate interest in the net assets of the Fund (the latter payment method, “in kind”). Shareholders who receive proceeds in kind should expect (i) that the in-kind distribution will be subject to market and other risks, such as liquidity risk, before sale, and (ii) to incur transaction costs, including brokerage costs, when converting the investments to cash.
    Because the exchange or redemption of your shares could be a taxable event, we suggest you consult with your tax advisor prior to the Fund’s liquidation.
    Investors should retain this supplement with the Prospectuses and SAI for future reference.
    VOT 8567 FORT Trend Fund Supplement (5/2023)
  • Making the switch to Fidelity this week
    USAA was sold in 2 parts.
    USAA mutual funds, etc were sold to Victory Capital/VCTR. Victory even moved its HQ from Cleveland, OH to San Antonio, TX (the old USAA facilities).
    USAA Brokerages, wealth management, etc were sold to Schwab/SCHW for $1.6 billion (it was reduced from $1.8 billion during the pandemic) and the AUM involved was about $80 billion.
    USAA is now focusing on its services to military families and and veterans.
  • new deep-dive swr math
    @davidrmoran,
    I offered this for discussion back in 2020 from the poor swiss website:
    updated-trinity-study-for-2020-more-withdrawal-rates/p1
    Nice to see further updates. Thanks.
    thanks for reminder; I did do a site search, so as not to take novel credit unduly :)
  • Barrons article on How to Sneak into Closed Funds
    "In November 2021, T. Rowe launched its Summit Program, which allows any investor with more than $250,000 at the firm to buy top-performing closed funds like Capital Appreciation. Of course, many investors don’t have that kind of wealth and don’t necessarily want to tie up their assets with one money manager. In T. Rowe’s case, though, its brokerage offers funds from other families, stocks, and exchange-traded funds—and assets in them count toward Summit’s minimum."
  • new deep-dive swr math
    @davidrmoran,
    how is it no one has stumbled on this interesting guy?
    https://thepoorswiss.com/updated-trinity-study/
    I offered this for discussion back in 2020 from the poor swiss website:
    updated-trinity-study-for-2020-more-withdrawal-rates/p1
    Nice to see further updates. Thanks.
  • Matt Levine / Money Stuff: Reciprocal Deposits
    In the US, there are basically two kinds of bank deposits. Bank deposits of up to $250,000, per customer, per bank, are insured by the US Federal Deposit Insurance Corp.; they are backed by the full faith and credit of the US government. Deposits above $250,000 are not insured by the FDIC; they are safe if the bank is safe and risky if the bank is risky. Recently many US regional banks have looked risky.
    The FDIC does not really price this difference. A bank can’t go to the FDIC and say “I’d like to pay you for insurance on all my deposits up to $1 million”; it doesn’t work that way. In fact the FDIC doesn’t exactly charge banks a premium for the insurance it does provide. Banks pay assessments to the FDIC for deposit insurance, but “the assessment base has always been more than just insured deposits”: It used to be all deposits, and now it is all liabilities. It’s not like a bank pays a premium of 0.1% on deposits up to $250,000 to cover insurance, and 0% on deposits over $250,000 because they are uninsured: It pays 0.1% on everything and only gets insurance on the first $250,000.
    And so in rough terms deposits of $250,000 or less come with very valuable insurance for free, and deposits about that amount can’t get that valuable insurance at any price.
    And so the easiest most obvious most value-enhancing sort of financial engineering in banking is:
    • 1) I am a regional bank and I’ve got a customer with a $450,000 deposit.
    • 2) You are a different regional bank and you’ve got a customer with a $450,000 deposit.
    • 3) I am worried that my customer will take out $200,000 of her money and move it elsewhere to get FDIC insurance.
    • 4) You are worried that your customer will take out $200,000 of his money and move it elsewhere to get FDIC insurance.
    • 5) We trade those $200,000 deposits: I put $200,000 of my customer’s money in your bank, and you put $200,000 of your customer’s money in my bank.
    • 6) Now both our customers have $450,000 of insured deposits, and neither of us has lost any net deposits: I lost $200,000 from my customer but got $200,000 back from your customer, and vice versa.
    This is called “reciprocal deposits” and it’s having a moment. Stephen Gandel reports at the Financial Times:
    Beverly Hills, California-based PacWest’s website says clients can “rest assured” because the bank can offer up to $175mn in insurance coverage per depositor, or 700 times the FDIC cap. … The bank said in its most recent financial filing that it was enrolling more of its customers in “reciprocal deposit networks”, over which hundreds, or in some cases thousands, of banks spread customers’ funds in order to stretch insurance limits.
    The biggest of these networks is run by IntraFi, a little-known Virginia-based technology group. ...
    Banks can divert large accounts into the networks, where they are parcelled up into $250,000 chunks and sent off to other FDIC-insured banks. The networks match up the parcels so that any bank sending a customer’s deposits into the system immediately receives a similarly sized parcel from another bank.
    Crucially, the networks allow banks to increase their level of insured deposits while giving large customers seamless access to their money. Banks pay the network operators a small management fee.
    Reciprocal deposits still make up just 2 per cent of the $10.4tn in deposits insured by the FDIC. But they made up a notable 15 per cent of the growth in insured deposits in the first quarter. The share of deposits covered by the federal Deposit Insurance Fund was highest in at least a decade at 56 per cent.
    Is this good? The argument for it is, look, the government is pricing this insurance irrationally, so rational bankers should load up on it:
    “Banks are using reciprocal deposits aggressively, as they should,” says Christopher McGratty, an analyst who follows regional banks for Keefe, Bruyette & Woods. He said that in the wake of SVB’s collapse, investors wanted banks to reduce their use of uninsured deposits. “It’s a bit of window dressing, but it’s legit,” he said.
    The argument against it is, look, the government is pricing this insurance irrationally and that leads to misallocations of capital:
    Others have been more sceptical. “To the extent that these deposit exchange programs help weak banks attract deposits, it creates instability,” said Sheila Bair, who headed the FDIC during the global financial crisis. She has called out the deposit exchanges for “gaming the system,” in the past. “It increases moral hazard. There are many good banks that use these exchanges but the exchanges also allow weak banks to attract large uninsured depositors who wouldn’t otherwise bank with them.”
    The argument against raising the cap on FDIC deposit insurance from $250,000 to infinity is that it creates moral hazard: If you have $20 million to deposit in the bank, we might want you to pay some attention to the creditworthiness of your bank, so that there are some limits on the growth of truly terrible banks. If deposit insurance is synthetically infinite, that has the same problem.
  • Matt Levine / Money Stuff: Debt and equity
    There are two main ways for companies to finance themselves, debt and equity. Debt financing means that you borrow money and promise to pay it back on some set schedule with some set interest rate. Your creditors are entitled to exactly what you owe them, and if they don’t get it then they can sue you for the money, or put you into bankruptcy if you don’t have it.
    Equity financing means that you sell stock to investors and you never have to pay it back. Your shareholders are not entitled to anything specific; there is no particular amount of money that they have to get back or any schedule for when they get it. But they are in some loose sense part-owners of the company, they have a residual claim on its cash flows, and they vaguely hope to one day get their money back through dividends or stock buybacks or mergers. They can’t make you share the profits in any direct way, but a share of the profits is what they want. And while there is no guarantee of what they’ll get, there is also no limit to it: If they buy 1% of the stock when the company is worth $10 million, they put in $100,000; if they then sell when the company is worth $100 billion, they get back $1 billion. That’s hard to do with debt.
    These different economics come with different legal regimes. Broadly speaking, creditors have a specific contract — a bond indenture or loan agreement — saying how much they are owed, and they are entitled to what’s in the contract. If the company breaches the contract — if it doesn’t pay them what it owes when it owes them, or if it doesn’t do something else required by the agreement — then the creditors can sue and get their money back or put the company in bankruptcy. But if the company doesn’t breach the contract, then the creditors can’t complain.
    And so we have talked occasionally around here about various sorts of debt shenanigans, where a company’s lawyers (or some of its creditors) read the debt contracts cleverly and say “hey, technically, this contract allows us to make life much worse for some of our creditors, we can work with that.” Generically, the way that this often works is that the company takes some value from 49% of its creditors and gives it to the other 51%, in exchange for more money or flexibility. And then the 49% creditors sue, saying “that’s not fair, you can’t do that, that’s not allowed by the agreement,” and the company says “no, actually, this paragraph says we can do that,” and there is a highly technical argument over what precisely the language of the contract allows.
    Equity is different. Shareholders have much less in the way of contractual rights; they don’t have much legal right to force the company to do anything specific. But there are broad fiduciary duties requiring company executives not to put one over on shareholders, to treat shareholders fairly, to run the business on behalf of all of the shareholders equally. The shareholders are not entitled to specific stuff, but they are entitled to general fairness.
    Last year, in this column, I wrote about a weird merger deal where a buyer was trying to pay some of the target shareholders more than others. My basic point was that you mostly can’t do that — there are some exceptions, but generally speaking the board of directors of a company has an obligation to treat its shareholders fairly, and courts will get annoyed if it doesn’t. And then in the next section of that column, we talked about some lawsuits over distressed debt shenanigans. “In debt, the rule is different,” I wrote. Treating creditors unfairly is generally fine:
    The basic question in these cases is: Can you just read the debt documents as craftily as possible, do whatever is strictly allowed by the text, and benefit some creditors at the expense of others? Or is there some background requirement of fairness or “oh come on it can’t have meant that,” so that your craftiest readings don’t actually work? The traditional view is that shareholders are entitled to fiduciary duties — which is why mergers have to be more or less fair to all shareholders — while creditors are entitled only to the letter of their contract. That traditional view has given rise to, you know, all this: a whole industry of distressed-debt cleverness built on structuring transactions to exploit the documents as much as possible. I suppose it is possible to take it too far, though: If creditors get too good at ruthlessly exploiting each other, eventually courts might step in and say “oh come on it can’t have meant that.” If a rule like “creditors are only entitled to what their contract explicitly says” always leads to absurd results, it might stop being the rule.
    Here is a fascinating paper, and a related blog post, by Jared Ellias and Elisabeth de Fontenay about “Law and Courts in an Age of Debt”:
    Highly leveraged firms are now commonplace in many U.S. industries. Shifting from equity to debt financing is not simply a matter of optimizing a firm’s cost of capital, however. It also has profound implications for the firm’s behavior and investor outcomes.
    In Law and Courts in the Age of Debt, we describe one underappreciated feature of the shift from equity to debt, which is that courts resolve disputes among shareholders and among creditors using strikingly different rules and decision frameworks. Shareholder disputes are typically resolved using equitable doctrines such as fiduciary duties, with the explicit goal of reaching a substantively fair result. In creditor disputes, by contrast, courts tend to limit their role to formal contract interpretation and procedural oversight, often reaching results at odds with both market expectations and notions of fairness. For example, a controlling stockholder attempting a minority freezeout faces punishing scrutiny aimed at ensuring fair terms for the minority stockholders, while majority creditor groups today can, and increasingly do, receive judicial blessing for transactions that simply extract wealth from other creditors (an outcome colorfully referred to by practitioners as “lender-on-lender violence”).
    This disparate approach is increasingly difficult to justify. We argue that it rests on antiquated paradigms of powerless shareholders, in the one case, and all-powerful banks, in the other. Judges compound this error by incorrectly assuming that creditors can prevent all opportunistic behavior solely through contract language, when they make no such assumption in the case of shareholders.
    There is no easy fix for this doctrinal confusion, however. By increasing their leverage, firms have typically also increased the complexity of their capital structure, creating more opportunities for conflicting incentives among investors and thus more potential for disputes. We simply suggest that, under the current judicial approach to creditor disputes, we should expect to witness more opportunistic investor behavior, rather than less.
    One interesting thing to think about is whether some of the causation might run the other way: Are highly leveraged firms now commonplace because they allow for more opportunistic behavior? If you are the owner of a company that needs financing, and you are choosing whether to issue more equity or more debt, you will have a series of considerations:
    • 1) There are, as it were, first-order corporate finance considerations: Selling equity gives up more ownership of your company, and thus more upside if things go right; if you are optimistic you will not want to sell equity. Selling debt requires repayment, though, and if things go poorly having too much debt can destroy your company. You will want to raise only as much debt as you can safely pay off.
    • 2) There are various considerations that come from existing market and social and legal structures. You might not want to sell stock to meddling venture capitalists, or in a public offering where it will end up in the hands of activist investors and short-term-focused institutions. You might want to sell debt because interest payments on debt are tax-deductible and the cost of equity is not.
    • 3) There is, also, the potential for opportunism. If you sell stock, you mostly cannot be opportunistic in your treatment of your shareholders; they can sue you for breach of fiduciary duty and come to court and say “this wasn’t fair” and a court will agree with them. If you sell debt, you can be very opportunistic in your treatment of your creditors; they can sue you for breach of contract and come to court and say “this wasn’t fair” and you will say “hahahahaha gotcha, in section 19.37(c)(ii) it says I can do whatever I want,” and the court will say “that’s true it does” and let you do whatever you want.
    If you are confident in your ability to write and interpret contracts in a way that allows you to be opportunistic (and prevents your creditors from being opportunistic), and willing to put one over on your creditors to maximize value for yourself, you might be inclined to issue relatively more debt and relatively less equity. You get some option value by having more contracts that you can interpret opportunistically, which you don’t get from issuing equity that requires you to act fairly.
    If I ran, oh, just for instance a private equity firm that employed a lot of very smart capital-structure experts and retained the best lawyers and got lots of repeat experience buying companies and raising financing for them and doing clever stuff to make money off of them, I might prefer to finance those companies with a lot of debt not only for the favorable tax treatment but also precisely because debt financing is a way for me to express and make money from my cleverness. You can’t be too clever with your shareholders! You can be very clever indeed with your creditors.
  • American Beacon Zebra Small Cap Equity Fund to liquidate
    https://www.sec.gov/Archives/edgar/data/809593/000113322823003752/abzscef-html6518_497.htm
    497 1 abzscef-html6518_497.htm AMERICAN BEACON ZEBRA SMALL CAP EQUITY FUND - 497
    American Beacon Zebra Small Cap Equity Fund
    Supplement dated May 24, 2023
    to the
    Prospectus, Summary Prospectus, and Statement of Additional Information, each dated January 1, 2023
    The Board of Trustees of American Beacon Funds has approved a plan to liquidate and terminate the American Beacon Zebra Small Cap Equity Fund (the “Fund”) on or about July 14, 2023 (the “Liquidation Date”), based on the recommendation of American Beacon Advisors, Inc., the Fund’s investment manager.
    In anticipation of the liquidation, effective immediately, the Fund is closed to new shareholders. In addition, in anticipation of and in preparation for the liquidation of the Fund, Zebra Capital Management, LLC, the sub-advisor to the Fund, may need to increase the portion of the Fund’s assets held in cash and similar instruments in order to pay for the Fund’s expenses and to meet redemption requests. The Fund may no longer be pursuing its investment objective during this transition. On or about the Liquidation Date, the Fund will distribute cash pro rata to all remaining shareholders. These shareholder distributions may be taxable events. Thereafter, the Fund will terminate.
    The Fund will be liquidated on or about July 14, 2023. Liquidation proceeds will be delivered in accordance with the existing instructions for your account. No action is needed on your part.
    Please note that you may be eligible to exchange your shares of the Fund at net asset value per share at any time prior to the Liquidation Date for shares of the same share class of another American Beacon Fund under certain limited circumstances. You also may redeem your shares of the Fund at any time prior to the Liquidation Date. No sales charges, redemption fees or termination fees will be imposed in connection with such exchanges and redemptions. In general, exchanges and redemptions are taxable events for shareholders.
    In connection with its liquidation, the Fund may declare distributions of its net investment income and net capital gains in advance of its Liquidation Date, which may be taxable to shareholders. You should consult your tax adviser to discuss the Fund’s liquidation and determine its tax consequences.
    For more information, please contact us at 1-800-658-5811, Option 1. If you purchased shares of the Fund through your financial intermediary, please contact your broker-dealer or other financial intermediary for further details.
    ***********************************************************
    PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
  • Pimco Active Multisector ETF
    PIMIX hasn't had a cap gains distribution since 2015, so all else being equal, a similar fund with an ETF structure does not seem likely to be more tax efficient.
    [Because of the way tax efficiency is calculated, if you have two funds with equal gross earnings, i.e. before subtracting expenses, then the cheaper fund - the one with the higher net returns - will be less tax efficient. This is a good thing! Lower expenses mean higher income means higher divs means poorer tax efficiency. For example, PONAX has a 3 year tax cost ratio of 1.91%, while PIMIX has a 2.06% tax cost ratio.]
    The last time PIMCO launched an ETF managed the same way as its (then) flagship fund, Bill Gross was running things, the fund was PTTRX, and the ETF was BOND. A lot has changed since then.
    BOND was expected to underperform PTTRX because it could not use derivatives. It outperformed out of the gate, for reasons that led to a $20M settlement with the SEC.
    https://www.sec.gov/news/press-release/2016-252
    In 2014 the SEC removed the restriction on derivatives from BOND.
    https://financialpost.com/investing/etfs/sec-allows-pimco-total-return-etf-to-trade-derivatives
    Around 2017 BOND changed its name from Total Return Active ETF to Active Bond ETF and changed its objective.
    In short, this is not Bill Gross' PIMCO. Perhaps this new flagship ETF clone will have better success.
  • Matt Levine / Money Stuff: Ugh! The debt ceiling...
    I don’t know. Bloomberg’s Chris Anstey and Liz McCormick report:
    Investment bank clients are peppering Wall Street with questions about what happens if the US Treasury in coming weeks runs out of cash and does the unthinkable — failing to make payments due on Treasury securities, the bedrock of the global financial system. …
    One school of thought is that the impact might not be so damaging. After all, since the 2011 debt-limit crisis, market participants have worked out a process for dealing with the Treasury announcing that it couldn’t make an interest or principal payment.
    But JPMorgan Chase & Co. Chief Executive Officer Jamie Dimon warned earlier this month that even going to the brink is dangerous, with unpredictable consequences.
    “The closer you get to it, you will have panic,” he said in a May 11 interview with Bloomberg Television. “The other thing about markets is that, always remember, panic is the one thing that scares people — they take irrational decisions.”
    And even a key group that helped to compile the emergency procedures, the Federal Reserve Bank of New York-sponsored Treasury Market Practices Group, has issued its own caution.
    “While the practices contemplated in this document might, at the margin, reduce some of the negative consequences of an untimely payment on Treasury debt for Treasury market functioning, the TMPG believes the consequences of delaying payments would nonetheless be severe,” it said in its December 2021 gameplan.
    And:
    “We are likely to see localized dislocations in the event of missed payment,” if that were to happen, JPMorgan rates strategists, co-led by Jay Barry, wrote Friday in a Q&A for clients on a technical default.
    RBC Capital Markets strategists, also writing Friday, said they “doubt” a downgrade would trigger any forced reallocation by fund managers away from Treasuries.
    At the same time, RBC’s Blake Gwinn and Izaac Brook cautioned that the “back-office issues” of delaying payments “could very easily bleed into the front-office, causing disruptions to liquidity and market functioning.”
    The TMPG noted that firms holding Treasuries in custody for other financial institutions tend to advance payments scheduled for those securities, and would need to sort how to proceed if those payments weren’t received from the Treasury on time.
    Firms that offer pricing on Treasuries could run into challenges, “such as setting the price of a Treasury subject to a delayed payment to $0,” the group said.
    Some market participants “might not be able to implement” the contingency plans, “and others could do so only with substantial manual intervention in their trading and settlement processes, which itself would pose significant operational risk,” the TMPG said.
    Yesterday FT Alphaville published much of that JPMorgan rates strategy Q&A, which I would say is broadly sanguine about market plumbing. The first point is that, if the US government does default, that will probably cause the prices of Treasury bonds to go up, since a government debt default is a crisis and crises cause a flight to safety and the safest assets are, still, Treasuries:
    This is certainly not our modal view, but in the unlikely event of a technical default, we think Treasury yields would decline and the curve would steepen. This seems unusual in the context of a default, but Treasuries have rallied into the latter stages of other serious debt ceiling debates in 2011 and 2013.
    From first principles, if a US debt default does not reduce the value of Treasuries, then Treasuries should remain pretty useful for plumbing and collateral purposes. Of course very little about financial plumbing is derived directly from first principles, and if your computer has a switch that is like “IF bond is defaulted THEN don’t accept it as collateral,” then there are problems. But people have had years of debt-ceiling warnings to adjust their switches and one hopes they have things kind of right:
    Treasury can, in principle, delay coupon or principal payment dates. If Treasury announces its intention to postpone a payment date in advance (the day before the payment is due), the security will remain in Fedwire, and would therefore still be transferable. …
    If Treasury fails to notify investors of its intent to delay a principal payment due the following day by approximately 10:00 PM, the security in question will drop out of Fedwire, and such defaulted security will not be transferable. If (only) a coupon payment is missed, however, the underlying security is still in the system and remains transferable. ...
    The status of Treasury collateral depends on the timing of Treasury’s notification of any delays in payments. If done in the timeframe discussed earlier, the security remains in Fedwire and is still transferable. As a result, it could in principal be used as collateral for repo and derivatives transactions, although possibly with higher haircuts.
    If notification deadlines are not met, particularly for principal payments, that particular security is dropped out of the system and is no longer transferable, and as a result, cannot be used as collateral. It is possible that an OTC market may develop for securities that drop out of the system, but the likelihood of such an outcome is unclear at the present time.
    Since Treasury securities do not have cross-default provisions, other Treasury securities that have not had a delayed/missed payment will remain transferable on Fedwire and can therefore continue to be used as collateral. ...
    Under the US non-cleared margin requirements (NCMR) finalized by CFTC and prudential regulators, Treasury securities are considered eligible collateral even in the case of a missed payment. However, this is not the case under the UK and EU NCMR regimes. Thus, for any transactions facing counterparties in those regions, defaulted Treasury securities would be assigned zero collateral value, requiring the swap counterparty to substitute or post additional collateral. …
    We believe the Federal Reserve will accept defaulted Treasuries as collateral at the discount window.
    And so on. Money market funds, for instance, hold about $1 trillion of short-term Treasuries; “ultimately,” say JPMorgan, “we believe these funds would not be forced to liquidate Treasury securities in a technical default.”
    I want to make a couple of points here:
    • 1) I assume that they are basically correct not to be too worried about the plumbing. We have been having debt-ceiling crises every few years for ages now, and surely everyone has war-gamed this out over and over again. Financial markets are not full of idiots, and it would be annoying if this extremely predictable and predicted event brings down the global financial system through some technicality.
    • 2) That said, I assume that with, like, 85% confidence. There is a lot of stuff out there. Surely the biggest global banks and asset managers have gamed out how they will keep markets going in the event of a US default, but is there some smaller firm whose computers will say “Treasury price = $0” and cause chaos? Maybe!
    • 3) If you work in some corner of financial plumbing that you think won’t work in the event of a default, please do let me know! Send me an email. Also, though, fix it? You still have a little bit of time, and you’ve had plenty of warning.
    • 4) Wouldn’t it be so tiresome to work in financial plumbing at some big bank and have to go to all the meetings about this stuff? To have to build all the systems to deal with a US government default, just because the US government can never get its act together to get rid of the debt ceiling, and because debt-ceiling negotiations always have to go to the last second? Like imagine pulling the all-nighters at JPMorgan to prepare for this, scrambling to save the US government from the consequences of its own incompetence and malice, and meanwhile the Securities and Exchange Commission is fining because sometimes you text your colleagues about work. Just pay your debts, come on.
  • In case of DEFAULT
    @fred495...question if you are comfortable answering...how much of a change meaning your 100% Treasury MMKT and FDIC CD portfolio from your past portfolio...were you very heavy in those investments prior and if so what % of your portfolio?
    FWIW...I've been 85-90% for many years in those types of investments....now ~ 95%...."stop playing the game if you feel you've got enough...don't get greedy...get your portfolio where you can sleep well at night" I'm still working and do I guess you would say better than average out there...working for the "fun of the game, camraderie and challenge.."
    ...who the heck knows though right?
    Good Luck to ALL,
    Baseball Fan

    I am a retired and fairly conservative investor who really doesn't need a lot more money - but I certainly don't want to lose a lot. In the current environment, preserving capital is more important to me than seeking return on capital. I prefer to err on the side of caution. As you said, "who the heck knows"?
    I have been 100% in a Treasury only MM fund and in FDIC insured CDs from large national banks since the early spring of last year. Currently, the split between Treasury MM and CDs is approx. 40/60. This percentage will change as CDs mature and the proceeds are reinvested in the future.
    Prior to that I was approx. 50% in allocation/options/macro trading funds with fairly low standard deviations, such as FMSDX, JHQAX, BLNDX, PVCMX, etc., and the other 50% in bond funds, such as NVHAX, OSTIX, RCTIX, TSIIX, etc.
    Good luck,
    Fred
  • LCB options in taxable and ROTH accounts
    ***Also posted on Big-Bang
    I currently hold FXAIX (FIDO) and PRILX (Parnassus), taxable and ROTH, respectively.
    I am looking to compliment each of them with another fund (Mutual or ETF). I currently also have a small position in TDVG (PRDGX-TRP) but not sure if it's the best complimentary LCB option.
    I am having a little difficulty narrowing down an ETF or Mutual fund; a consideration is JQUA (JPMorgan Quality Factor). One issue I am coming across is tax efficiency; most of my DD is leading me to higher than desired Tax Cost Ratio Mutual funds and some ETF's with .7 - .8 TCR.
    Not that .7 - .8 is terrible, but if I am to invest in an ETF, I would prefer a more tax efficient one, if possible. Maybe it's not viable for this category?
    EDIT: Just came across a 1-year old ETF from Capital Group "CGUS" (combining Growth and Income....can serve as a compliment to the S&P 500....). Any thoughts on this?
    I'm looking to invest about 10% in this "complimentary" MF and/or ETF
    Any suggestions, constructive criticisms, thoughts or idea's are very welcome!
    Thank you in advance!
    Matt
  • Wealthtrack - Weekly Investment Show
    Recessions & financial crises go hand in hand after Federal Reserve tightening cycles. Outspoken economist Dave Rosen-"bear"-g sees evidence of both and advises defensive investments.
    He's predicting 3100 on the S&P 500.
    Previous lows:
    Present Level = 4192
    1 year low - Oct 10, 22 = 3500
    3 year low - Mar 11, 2020 = 2586
    5 year low - Dec 1, 2018 = 2506