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Introduction
1. Investment vehicle characteristics
2. Recommendations & strategies
3. Economic factors & business information
4. Laws & regulations
Wrapping up
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1.3.2.4 Share classes
Achievable Series 66
1. Investment vehicle characteristics
1.3. Pooled investments
1.3.2. Mutual funds

Share classes

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Mutual funds with sales charges (loads) are typically grouped into share classes. The key difference is how and when the sales charge is collected. Here are the three share classes covered below:

  • Class A shares (front-end)
  • Class B shares (back-end)
  • Class C shares (level load)

Class A shares (front-end)

Class A shares assess a front-end load, meaning the sales charge is collected when you buy shares. Class A shares are also subject to breakpoint schedules, which reduce the sales charge as the investment amount increases. Here’s an example:

ABC Fund Class A Breakpoint Charge

Volume Sales Charge
$0 - $24,999 8.5%
$25,000 - $49,999 7.0%
$50,000 - $99,999 5.5%
$100,000+ 4.0%

Breakpoint schedules reward larger purchases with lower sales charges. Funds must offer breakpoint schedules if they assess the maximum sales charge of 8.5%.

If a customer doesn’t currently have enough money to reach the next breakpoint, they can sign a letter of intent (LOI). An LOI is a pledge to invest the additional amount (the shortfall) within the next 13 months. Signing an LOI lets the customer receive the lower sales charge immediately.

Using the breakpoint schedule above, assume a customer has $20,000 to invest. They could sign a $5,000 LOI (pledging to invest the additional $5,000 within 13 months) and receive the 7.0% sales charge today instead of 8.5%.

LOIs can also be backdated up to three months to include recent prior purchases. Using the same example, if the investor had purchased $1,000 a few weeks earlier, they could reduce the LOI amount to $4,000.

Backdating does not extend the LOI period. If an LOI is backdated three months, the customer still has a total of 13 months from the original LOI date - so they would have only 10 months remaining to make the shortfall deposit. If the customer fails to make the required deposit, the higher sales charge is assessed retroactively.

Sidenote
The LOI & holding shares in escrow

Financial firms that facilitate the purchase of class A shares bought with an LOI typically require a small portion of the investor’s shares to be held in escrow*. For example, a firm requires 5% of the purchased shares to be held in a side (escrow) account. This provides the firm with some collateral if the investor fails to fulfill the LOI. If an LOI is not fulfilled by the end of the designated period (13 months), the firm can simply liquidate enough shares held in the escrow account to pay for the higher sales charge.

*An escrow account is a legal holding account for capital (money) that may be spent later.

LOIs can’t be satisfied by asset appreciation. If the investment grows in value, that growth doesn’t replace the required shortfall deposit.

However, funds may offer rights of accumulation, which can reduce sales charges on future purchases. With rights of accumulation, your existing holdings in the fund count toward breakpoint levels. For example, if a customer already has $40,000 invested in a fund and wants to invest an additional $10,000, the new purchase qualifies for the $50,000 breakpoint.

Financial professionals must inform customers when they are close to a breakpoint. For example, if a customer wants to invest $24,000 in the ABC fund above, the registered representative must explain how the customer could reach the $25,000 breakpoint (they’re only $1,000 short). The customer’s options include:

  • Investing the additional $1,000 now, or
  • Signing an LOI for the $1,000 shortfall

Either option qualifies the customer for the lower 7.0% sales charge. The customer can also choose to do nothing and accept the higher sales charge.

There can be a financial incentive for a representative not to help a customer reach a breakpoint, because the higher sales charge generates more revenue. Using the same schedule:

  • Sales charge if customer purchases $24,000 and pays a 8.5% sales charge = $2,040
  • Sales charge if customer purchases $25,000 and pays a 7.0% sales charge = $1,750

That’s a $290 difference. If the customer isn’t notified of breakpoint options, the financial professional commits a violation called a breakpoint sale. Breakpoint sales are subject to regulator-imposed fines and/or suspensions. The representative must act as a fiduciary by putting the customer’s interests ahead of their own, which includes explaining available ways to qualify for lower sales charges.

Breakpoints are available to individuals and some groups. Many funds offer householding, which allows family members living at the same address to combine purchases to qualify for lower breakpoints.

Breakpoints also apply regardless of where the fund is purchased. If you invest $10,000 in the same fund through five different firms, it’s treated as a $50,000 purchase for breakpoint purposes.

Sidenote
Investment clubs

Investment clubs are groups of friends or colleagues that pool their money together for investment purposes. Think of them as joint investment accounts for people with similar interests and backgrounds. Investment clubs are not granted breakpoints and are assessed the highest possible sales charge.

Investors may also use the combination privilege, which allows purchases across multiple funds within the same fund family to be combined for breakpoint purposes. For example, an investor buying $10,000 of the ABC Stock Fund, $10,000 of the ABC Corporate Bond Fund, and $5,000 of the ABC US Government Bond Fund would qualify for a $25,000 breakpoint.

Class A shares are generally most suitable for long-term investors investing larger amounts. Because the sales charge is paid up front, selling too soon can make the investment inefficient - the investor may not have enough time for returns to offset the initial load.

Class B shares (back-end)

Class B shares assess a back-end load, meaning the sales charge is collected when you sell shares. This is also called a contingent deferred sales charge (CDSC). The CDSC typically declines the longer the investor holds the shares. A typical schedule looks like this:

ABC Fund Class B CDSC Schedule

Years of ownership Charge
1 year 8%
2 years 6%
3 years 4%
4 years 2%
5+ years 0%

A CDSC schedule reduces the sales charge for longer holding periods. If a CDSC applies when shares are redeemed, the fund deducts the charge from the redemption proceeds before paying the investor.

Most CDSC schedules eventually reach a point where no sales charge is due. In the example above, shares held for 5 years or longer can be sold with no CDSC. Many fund companies convert Class B shares to Class A shares once the CDSC period ends.

Class B shares are generally suitable for intermediate- to long-term investors investing smaller amounts. Investors with larger amounts to invest often benefit more from Class A breakpoint schedules.

Sidenote
Class A vs. B for long-term investors

Sometimes, it’s difficult to determine whether Class A or B shares are suitable for a long-term investor. As we’ve discussed above, here are the generalities:

  • Class A - suitable for long-term investors with large amounts to invest
  • Class B - suitable for long-term investors with small amounts to invest

Furthering the confusion, Class B shares often seem like the better choice. If an investor holds their shares longer than the CDSC period, they pay no front or back-end load. So, why would an investor choose Class A shares? To better understand this concept, let’s look at an example.

There are multiple share classes of the MFS Utilities Fund, including Class A and B shares. Let’s establish the general fee structure for both:

MFS Utilities Fund Class A Shares

  • Breakpoint schedule:
    • 5.75%: $0 - $49,999
    • 4.75%: $50,000 - $99,999
    • 3.75%: $100,000 - $249,999
    • 2.75%: $250,000 - $499,999
    • 2.00%: $500,000 - $999,999
    • 0.00%: $1,000,000+
  • 0.25% 12b-1 fees (annual)

MFS Utilities Fund Class B Shares

  • Contingent deferred sales charge schedule:
    • 4.00%: 1 year
    • 4.00%: 2 years
    • 3.00%: 3 years
    • 3.00%: 4 years
    • 2.00%: 5 years
    • 1.00%: 6 years
    • 0.00%: 7 years
  • 1.00% 12b-1 fees (annual)

Let’s assume an investor plans to hold shares for ten years and has $500,000 to invest. Can you determine which share class is better?

The answer - Class A shares. With this share class, the investor will pay a 2.00% front-end load and an annual 0.25% 12b-1 fee. Without complicating things with compounding fees, let’s assume they’d pay 4.50% in fees (2.00% front-end load + 0.25% 12b-1 fees x 10 years).

If they had chosen the Class B shares instead, they’d pay 10.00% in fees, even with no back-end load (1.00% 12b-1 fees x 10 years). Additionally, if the Class B shares converted to Class A shares after the CDSC period (7 years), they still would pay 7.75% in fees (1.00% 12b-1 fees x 7 years + 0.25% 12b-1 fees x 3 years).

Besides the sales charge structure, the big difference between the two share classes is the 12b-1 fees. This is why a long-term investor with a large amount to invest will be better off paying a front-end load than choosing Class B shares (even without a CDSC).

Class C shares (level load)

Class C shares are best known for ongoing marketing fees, which create a level load (a continuing cost rather than a one-time sales charge). Class C shares typically don’t impose a front-end or back-end sales charge, although some impose a one-year CDSC. In that structure, the investor avoids the back-end charge by holding the shares for at least one year.

The most significant expense for Class C shares is usually 12b-1 fees. This is a marketing fee intended to reduce a fund’s expense ratio by attracting more investors.

Most mutual funds have operating expenses that don’t change much as assets under management grow. For example, assume a fund has $100 million in assets and $1 million in annual operating expenses. At that level, the expense ratio is 1%. If the fund could grow to $200 million in assets while keeping operating expenses at $1 million, the expense ratio would fall to 0.50%.

12b-1 fees are used to grow a fund’s assets in hopes of lowering expenses on a per-investor basis. There are two components:

  • Distribution fees pay for marketing and promotional services, including advertisements and payments to brokers who place customers into these funds. The maximum distribution fee is 0.75%.
  • Service fees pay representatives to answer questions and discuss fund features, since advertisements include contact information (e.g., “Call us if you have questions!”). The maximum service fee is 0.25%.

Together, the maximum annual 12b-1 fee is 1%.

Each share class typically has a different 12b-1 fee level:

  • Class A shares = low or no 12b-1 fees
  • Class B shares = moderate 12b-1 fees
  • Class C shares = maximum 12b-1 fees

Regulators recognize that ongoing 12b-1 fees reduce investor returns over time. Because of this, a fund charging more than 0.25% in 12b-1 fees can’t market itself as a “no load” fund. Otherwise, an investor might buy a fund expecting low costs while still paying an ongoing marketing fee.

Sidenote
12b-1 fee impact on loads

Funds assessing the maximum 12b-1 fee (1%) cannot also impose the maximum 8.5% on front or back-end loads. Instead, the maximum possible load is reduced to 7.25%. The regulators impose this rule to ensure investors are not subject to extraordinary fee schedules.

Class C shares are generally suitable for short-term investors. Because 12b-1 fees continue year after year, long-term investors typically avoid this share class. Even though 1% may sound small, it’s charged repeatedly. If an investor holds Class C shares for ten years, they pay the 1% annual fee ten times!*

*Technically, 12b-1 fees are assessed quarterly, although the fee is expressed as an annual percentage. For example, assume an investor owes an annual 12b-1 fee of $100. The fund would charge $25 per quarter instead of a one-time $100 fee.

Key points

Class A shares

  • Front-end loaded funds
  • Sales charge assessed at purchase
  • Subject to breakpoint schedules
  • Low or no 12b-1 fees
  • Suitable for:
    • Longer-term investors
    • Larger investments of money

Letter of intent (LOI)

  • Pledge to deposit breakpoint shortfall
  • Lower sales charge assessed
  • Lasts 13 months
  • Can be backdated up to 90 days
  • Retroactive charge if not fulfilled

Breakpoint sales

  • Failure to notify investors of breakpoint
  • FINRA violation subject to penalties

Combination privilege

  • Allows merger of multiple purchases for lower sales charge

Class B shares

  • Back-end loaded funds (CDSCs)
  • Sales charges assessed at redemption
  • Moderate 12b-1 fees
  • Suitable for:
    • Longer-term investors
    • Smaller investments of money

Class C shares

  • No sales charge or a 1-year CDSC
  • High 12b-1 fees
  • Suitable for:
    • Short-term investors

12b-1 fees

  • Marketing and promotion fees used to reduce expense ratio
  • Maximum fee of 1%
    • Distribution fee max = 0.75%
    • Service fee max = 0.25%
  • Funds limited to 7.25% loads if charging maximum 12b-1 fee
  • Cannot market fund as “no load” if charging higher than 0.25%

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