“Whom do you trust?” Investor-advisor relationships and mutual fund flows Leonard Kostovetsky1 Simon School, University of Rochester leonard.kostovetsky@simon.rochester.edu Abstract I investigate the value that investors place on trust and relationships in asset management by examining mutual fund flows around announced changes in the ownership of fund management companies. I find an average decline in flows of around 7% of fund assets in the year following the announcement date, starting after announcement and accelerating after the closing date of the ownership change. A decomposition into inflows and outflows shows that the overall decrease in flows is entirely driven by increasing redemptions by existing investors. Prior legal controversies at the acquiring firm exacerbate outflows from the target firm’s mutual funds. Retail investors and investors in funds with higher expense ratios are more responsive to ownership changes, consistent with the notion that such investors place a higher value on trust and are more likely to respond to a relationship disruption by withdrawing their assets. Alternative explanations such as changes in distribution network, reactions to expected fund closure, expected or past manager changes, or poor expected returns do not seem to explain the results. 1 The author can be reached at the following address: Simon Graduate School of Business, University of Rochester, Rochester, NY 14627. Phone: (585) 275-3956, Email: leonard.kostovetsky@simon.rochester.edu 1. Introduction The importance of trust in delegated asset management has not received much attention in the academic literature. However, a 2013 CFA Institute/Edelman survey found that 75% of investors believe the most important attribute for choosing an investment manager is trust (or ethics), while only 17% believe it is the ability to generate high returns.2 Consistent with this survey evidence, asset management companies spend more than a billion dollars each year on advertising (Gallagher, Kaniel, and Starks, 2006), much of it trying to persuade investors that their firm will provide them with trustworthy and dependable financial advice (Mullainathan, Schwartzstein, and Shleifer, 2008). Gennaioli, Shleifer, and Vishny (2012) propose that the well-documented empirical finding that average active mutual fund alphas are negative (e.g., Jensen, 1968) is due to a “trust” premium, which allows asset management firms to charge investors additional fees if there is a trusting relationship between them. They write that trust can be established through “personal relationships, familiarity, persuasive advertising, connections to friends and colleagues, communication, and schmoozing,” all of which are likely to be disrupted by an exogenous change in firm management. This paper attempts to measure the value of trustworthy relationships between investors and asset management firms by examining mutual fund flows around management company ownership changes. My main finding is that mutual fund flows turn negative in response to announced changes in the ownership of a fund’s advisor. A reduction in flows begins after the announcement date and is initially about 3% of assets (on an annualized basis), and then accelerates after the closing date to total approximately 7% of assets over the twelve months 2 Description and results of the CFA Institute & Edelman study can be found at: http://www.cfainstitute.org/learning/future/getinvolved/Pages/investor_trust_study.aspx 1 following the announcement date. The results are robust to controlling for fund characteristics such as the past five years of returns, age, fund and family size, and style, as well as parent company characteristics (for public parent companies) such as the parent’s market capitalization and past year’s stock returns. An alternative empirical strategy would be to look at flows around individual manager changes. The main problem with that strategy is that manager changes are highly correlated with past fund performance (Chevalier and Ellison, 1999) and fund flows are also extremely sensitive to past performance (Sirri and Tufano, 1998), making it difficult to disentangle performancedriven outflows from outflows due to manager changes. In addition, there is a reverse causality problem if managers can anticipate future flows and voluntarily depart the fund when they expect fund outflows, and therefore reductions in assets under management and their own compensation. My empirical strategy begins with an examination of 185 events, covering 843 funds, from 1995 through 2011, where there is a change in the ownership of the fund’s management company (mergers and acquisitions involving the management company itself or its parent). One example of such an acquisition occurred in 2001 when Deutsche Bank announced its purchase of Zurich Scudder, the manager of the Scudder Funds, from Zurich Financial (Appendix A provides other examples). In order to control for parent company characteristics, I next restrict the sample to the 78 events, covering 391 funds, involving ownership changes of U.S. public parent companies. While management company changes are less likely to be driven by a particular fund’s performance than manager changes, it is still possible that they are related to the past investment performance at the entire management company. 2 In order to minimize endogeneity concerns, I therefore further restrict the event space to the 70 events, covering 295 funds, in which the public parent company undergoing an ownership change derives a small share of revenues (defined as less than 10%) from its mutual fund operations. Asset management is a small part of these firms’ financial activities so the motivation for the ownership change is unlikely to be anything related to mutual fund operations or performance. Media articles covering these events usually don’t mention mutual funds at all, instead discussing geographic expansion and returns to scale in the primary business such as commercial/investment banking or insurance as the main reasons for the transaction. I find declines in fund flows for this subsample of events that is of similar magnitude to the entire sample. Still, the decline in flows is only circumstantial evidence that investors are redeeming their shares due to a lack of trust in the new owner. Therefore, I attempt to explicitly connect the overall decline in flows to trust problems, as opposed to lower expected future performance or some other reasons, by collecting data on prior legal controversies at acquiring and target firms. I find that the decline in mutual fund flows around the announcement date is more than twice as large for firms whose acquirers had legal issues in the previous three years. This result shows that investors at funds managed by acquired firms are looking at the identity and ethical reputation of the acquiring firm and responding more strongly to any deficiencies. Next, I test a number of different explanations for the paper’s main result. My hypothesis is that some investors attach significant value to their relationship with the fund’s management company (e.g., due to advertising or past experience), and move their savings elsewhere when the ownership change disrupts this relationship. However, new investors might also avoid investing in the fund while its management is transitioning from one owner to another owner. I 3 decompose fund flows into inflows (purchases of shares by investors) and outflows (sales of shares by investors), and find that while there is little change in inflows around the announcement date, there is a large increase in outflows that leads to the reduction in total fund flows. The importance of trust and relationships is also more likely to be important for less sophisticated investors who don’t have the skills or resources to monitor the fund’s management. I separately look at the effect of ownership changes on retail class flows and institutional class flows to examine whether investor sophistication is an important factor in the main effect. I find that retail class investors drive the overall decline in flows, and that investors in institutional classes do not react adversely to changes in ownership. This result is also consistent with my finding that flows slowly react to announcement changes. Limited attention is well documented among retail investors (Barber and Odean, 2008), so many such investors might not immediately find out about the ownership change. After the closing date, when the news of the ownership change appears in the fund prospectus and other disclosure documents, it is more likely to filter through to those retail investors. In a similar vein, I separate my sample of funds into high-expense funds and low-expense funds, and then examine the effect of ownership changes on the flows of each group. I find the decline in flows from pre-announcement to post-announcement is anywhere from 25% to 100% bigger for high-expense funds relative to those with low expense ratios. This result is consistent with the model of Gennaioli, Shleifer, and Vishny (2012), where a component of the expense ratio comes from a premium that investors are willing to pay to their trusted fund advisors. Another possibility is that ownership changes of management companies may also coincide with changes in distribution channels. Del Guercio, Reuter, and Tkac (2010) document 4 the various distribution channels used by mutual fund families, and Bergstresser, Chalmers, and Tufano (2009) provide evidence on the importance of brokers in portfolio decisions made by retail investors. A change in distribution channel might lead brokers to counsel their clients to pull out money from the fund, an effect that would have nothing to do with a disruption of trust between investors and fund management. I examine how the decline in flows around announcement of an ownership change varies by the fund’s primary distribution channel type. Post-announcement flows decline, to various degrees, for all types of distribution channels. The difference between funds with affiliated channels (i.e., where the distributors are affiliated with the management company) and unaffiliated channels is not significant, and the outflows are significant even for funds that did not change their primary type of distribution channel around the event window. I also control for distribution channel in a panel regression, and find that my results are robust to these controls. The dot-com bubble presents some concerns as well. There is a significant clustering of M&A events around the dot-com bubble since merger activity usually peaks during market booms and the financial industry was undergoing consolidation at the time after the repeal of the Glass-Steagall Act. I test whether my results are coming from this clustering by dropping all fund-month observations from 1999 and 2000. I find that my main results are robust to exclusion of the period around the dot-com bubble. Another possible explanation is that advisor ownership changes are associated with an increase in manager turnover and fund closures as the new owners tweak the array of offered funds and the managers of those funds. Investors might be reacting to past or future manager changes or announced fund closures by withdrawing money from the fund. I test this hypothesis by including dummy variables that indicate whether the fund will close in the next six months 5 and whether the manager will change in the next six months or has changed in the prior six months. My results are robust to inclusion of these controls. Another possibility is that the decline in asset flows after an announced change in ownership is a rational reaction to expectations of lower returns. For instance, during the period of transition, the management firm might not be putting in maximum effort in fund management, and investors might temporarily be leaving the fund to avoid this period of lower expected returns. I test whether performance is affected by ownership changes, and don’t find that mutual funds underperform in the year following an announced ownership change. This paper builds on the growing literature focusing on the importance of trust, familiarity, and loyalty in investment. For instance, Guiso, Sapienza, and Zingales (2008) highlight the importance of trust in stock market participation. French and Poterba (1991), Coval and Moskowitz (1999), and Huberman (2001) all provide evidence on the importance of familiarity and geographic proximity for investment decisions. Cohen (2009) highlights the effect of loyalty by studying employee decisions to invest in their company’s stock. Brown, Goetzmann, Liang, and Schwarz (2012) use a sample of due diligence reports to study how investors react to hedge fund operational risk. My findings complement this literature by highlighting and measuring the role that trust and familiarity play in investors’ choices of asset managers, through the use of breaks in the adviser-investor relationship. This paper also contributes to prior research on the role of mutual fund parent companies. Sialm and Tham (2011) find positive spillover effects from the performance of the parent company’s stock to the ability of the mutual fund to attract investors. A number of papers including Ferris and Yan (2009) and Adams, Mansi, and Nishikawa (2013) highlight the importance of agency issues at advisory firms. Massa and Rehman (2008) show that information 6 flows from bank parent companies to affiliated mutual funds, allowing these mutual funds to outperform on stock investments in companies that have borrowed from (and therefore provided private information to) the bank. My paper also uses mergers and acquisitions of financial institutions as identification in a manner similar to Hong and Kacperczyk (2010). Most papers that have looked at mergers in the context of mutual funds have focused on mergers between funds (e.g. Khorana, Tufano, and Wedge, 2007), and not mergers at the family or adviser level. Two important exceptions are Allen and Parwada (2009) and Park (2013), who do look at management company M&A events. Allen and Parwada (2006) examine a subset of parent company mergers for mutual funds in Australia from 1995 to 1999, and also find evidence of negative outflow reactions. However, their focus is on excessive size and its negative effect on performance as the main culprit for investor adverse reaction to ownership changes. In contrast, my paper focuses on a much larger set of U.S. firms, and tests the hypothesis that trust and relationships between investors and the advisor explain the empirical findings. Park (2013) uses a two-sided matching model to explain mutual fund company mergers and then examine their consequences, but the events are identified using the change in mutual fund advisor rather than parent ownership changes, and postannouncement performance is measured using asset growth at the combined firm rather than fund flows at the target firm. These methodological differences between my paper and Park (2013) originate from two different research questions and lead to different results. In summary, my paper uses an exogenous shock to the investor-advisor relationship to measure investor reaction, and thus provides evidence of the significant value that investors attach to this relationship. It underlines the notion that past (and expected future) performance 7 and expense ratios are not the only factors in how investors, especially retail investors, make mutual fund investment decisions. 2. Data The main data sources for this paper are the CRSP Survivor-Bias-Free US Mutual Fund Database, annual Morningstar Principia CDs, and the SDC Platinum M&A database. Additional data on fund advisers is downloaded from the SEC Investment Adviser Public Disclosure (IAPD) database3 and SEC EDGAR, and stock-level data is collected from the CRSP/Compustat database. Fund inflows and outflows are collected directly from NSAR filings on EDGAR. Data on primary distribution networks is from Strategic Insight. Evidence on legal controversies is drawn from the SEC litigation releases website, item 77E of NSAR filings on EDGAR, and Factiva media reports. Mutual Fund Sample: The sample consists of all domestic, diversified, actively-managed, equity mutual funds operating from 1995 through 2012. I construct this sample by merging CRSP and Morningstar, using ticker symbols and (when ticker symbols are missing) fund names. I then exclude all funds outside the nine main style boxes (e.g., smallcap value, largecap blend, etc.) leaving only domestic diversified equity funds. Finally, I eliminate index funds by removing all funds with the words “index”, “S&P”, “Dow Jones”, and “NASDAQ” in the fund name, and by excluding all funds in the Dimensional Fund Advisors (DFA), Direxion, Potomac, ProFunds, and Rydex fund families. ETFs are also excluded by removing all observations with the word ETF in the fund name or funds with ticker symbols of four or fewer characters. I aggregate funds across fund classes using the Morningstar portfolio identifier (PORTCODE) or MFLinks variable (WFICN). I remove incubated funds by excluding funds that 3 The website for this service is: http://www.adviserinfo.sec.gov/IAPD/Content/Search/iapd_Search.aspx 8 were not contemporaneously reported in Morningstar or had a blank CRSP fund name at the start of the calendar year. I also drop funds with less than $10 million in assets under management, as flows in these funds are highly volatile and contaminated by “seeding” from the fund family. This leaves 351,120 portfolio-month observations with the number of funds growing from 945 funds in January 1995 to 1,665 funds in December 2012. Fund Advisers and Adviser Ownership Changes: Morningstar is the main source for mutual fund advisers. I crosscheck the Morningstar adviser with the CRSP “Management Company” identifier and find that they match for over 80% of observations. However, CRSP sometimes reports the fund distributor as the management company, which is why I rely on Morningstar for this variable. I find the parent companies of mutual fund advisers by entering each adviser’s name into the SEC’s IAPD online database and looking up the Schedule A of Form ADV, which lists all direct owners and executive officers. For example, for Dreyfus Corporation, adviser to the Dreyfus funds, the Form ADV Schedule A shows that Bank of New York Mellon is the sole shareholder of this company. IAPD includes defunct fund advisers but it only began operations in 2000 so fund advisers that went defunct prior to 2000 are not included. Therefore, I gather ownership information on these companies by looking through mutual fund proxy documents on SEC EDGAR. The IAPD database only includes current ownership information (or last reported ownership information for defunct firms). Therefore, I manually look up all fund advisers and their parent companies in the SDC Platinum M&A database, and note any changes in ownership and the announcement and effective (closing) dates for each ownership change. I also gather 9 information from SDC Platinum on the identity, public status, and industry of the acquiring company, as well as the purpose or purposes for the merger/acquisition. Whenever Morningstar shows that a fund or fund family changes advisors or is merged into another fund or fund family and I can find no corresponding ownership change in SDC Platinum, I examine mutual fund proxy documents on SEC EDGAR to determine the reason for the change. Overall, I find a total of 185 parent company changes that were announced from July 1995 through December 2011.4 Initial public offerings and management buyouts are not included because they also coincide with the decisions to go public or private, which might have their own implications for fund flows. I use SDC Platinum to identify publicly traded parent companies (of acquirors and targets) and match them to CRSP using CUSIPs. I also look up several foreign parent companies on Google Finance to determine their public status. I define a fund as privately owned, with Private firm (dummy) set to one, if that company is not in CRSP, it is not traded on a foreign exchange, and it is not a mutual insurance company or non-profit organization. Privately owned advisory companies make up approximately 40% of the funds in the sample, but manage over half of the assets under management. This disparity is due to the fact that extremely large mutual fund advisers such as Fidelity Management & Research (Fidelity Funds) and Capital Management & Research (American Funds) are privately held. These estimates are consistent with earlier research on public vs. private ownership of mutual fund management companies. For public firms that are available in CRSP/COMPUSTAT, I gather data on market capitalization and past stock returns from CRSP, and total revenues and segment revenues data from COMPUSTAT. Overall, 78 of the 185 ownership changes involve acquisitions of public 4 Ownership changes announced in the first six months and last twelve months of the sample period are exclude because those months are required for studying fund flows around announcement dates. 10 (parent) companies. In “mergers of equals” such as the 1998 deal between Citicorp and Travelers, the company that is delisted in CRSP (in that case, Citicorp) is the one that is deemed to have a change in ownership. In order to minimize endogeneity concerns, I also run tests on firms whose main line of business is not in asset management, and whose change in ownership is therefore less likely to be related to anything happening at the mutual fund family. For each fund advisor whose parent company has revenues data in Compustat, I calculate the total estimated annual revenues of its mutual fund family5 and divide by the parent company’s revenues in the same fiscal year to calculate the Mutual fund revenues (%) variable. Non-asset management parent companies are defined as having less than 10% of total revenues coming from estimated mutual fund revenues. In addition, I check the Compustat Segments database to exclude all firms whose entire asset management segments produce revenues greater than 20% of total revenues. In total, 70 of the 78 ownership changes involving public parent M&A happen at non-asset management firms, mostly commercial and investment banks. Table 1 presents summary statistics on ownership change announcements for mutual fund advisory firms. Panel A displays the number of events, number of funds involved in each event, and the assets under management of those funds, for each year. Columns 1 through 3 show a total of 185 announced ownership changes from July 1995 through December 2011, involving 843 funds with $587 billion in assets under management at the time of the announcement. M&A activity was strongest in the first six years of the sample period when the stock market was booming in the late 1990s and the asset management business was also experiencing significant growth. Columns 4 through 6 only include ownership changes due to public parent M&A, and 5 Estimated mutual fund revenues are defined as (1/12 × Annual Expense Ratio × Assets under Management) across all fund-month observations of a fund family in a particular fiscal year. 11 show a total of 78 events involving 391 funds managing $203 billion. Finally, Columns 7 though 9 show summary data on ownership changes due to non-asset management public parent M&A. Among this subgroup, there are 70 events involving 295 funds managing $145 billion. Panel B of Table 1 shows a breakdown of the merger types that make up the events used in this paper. Among the entire sample of events, the merger types are fairly evenly distributed between banks acquiring other banks, securities firms acquiring other securities firms, and banks/insurance companies buying other securities firms. On the other hand, public parent M&A in Columns 3 through 6 is mostly dominated by bank mergers, with over two-thirds of events consisting of this merger type. Banks are larger and are therefore more likely to be publicly traded than asset management firms, which is why there is such a dramatic change in merger types. Appendix A shows fifteen examples of mergers used in this paper, with detailed information on the acquiror and target, as well as the announcement date and effective date for the merger. Fund Characteristics: The main variable of interest for this paper is monthly mutual fund flows. In order to calculate flows, I download data from the CRSP Mutual Fund database on monthly assets under management and net returns. Fund flows ($mil) in month t is defined as: (Eq.1) Fund flows ($) = Assets (end of t) – Assets (start of t) × (1 + Net Returns (over month t)) Since this quantity is usually proportional to fund size, I standardize it by dividing by assets: (Eq.2) Fund flows (%) = Fund flows ($)/Assets (start of t) 12 I adjust flows to eliminate assets added from another fund that was merged into the fund. Finally, in order to eliminate the effect of outliers, fund flows (%) is winsorized at the 1% and 99% level. Panel A of Table 2 reports time-series averages of cross-sectional summary statistics for fund flow variables. Flows over this sample period are fairly close to zero. Although firms had average monthly inflows of approximately $0.3 million or 0.4% (4.8% on an annualized basis), the median firm experienced slight outflows due to the fact that inflows tend to be concentrated among the funds with the best past performance. Standard deviation of monthly flows, even after winsorizing, is 4.5%, which highlights the significant cross-sectional variation in fund flows. In most of the tests in the paper, I control for a number of fund variables that have been shown in the past to predict fund flows. These variables include past fund performance, fund assets under management (fund AUM), family assets under management (family AUM), fund age, and expense ratio. The prior literature on fund flows found a non-linear relationship between past performance and fund flows. In order to capture this non-linear relationship, I sort firms into deciles for each year’s style-adjusted return from the past five years, and include five sets of past return decile dummies as controls in all specifications. Newer funds that weren’t around for all five years and therefore don’t have returns for a particular prior year are placed in a separate bucket (in addition to the 10 decile groups) for that year, which has its own dummy variable. The summary statistics in Panel A of Table 2 show that the distributions of Fund AUM, Family AUM, Fund age, and Expense ratio, are positively skewed so I transform them with the natural logarithm and use the transformed variables as predictive variables in regression tests. Because the paper looks at shocks to the parent company of the fund’s adviser, I also collect parent company characteristics. 42% of funds have a privately owned adviser, 35% of funds have a publicly owned adviser whose parent company is not primarily an asset manager. Public parent 13 companies have average monthly returns over the prior year of just under 1%, and derive 8% of revenues from mutual fund fees. Panel B of Table 2 shows average values of several key fund characteristics for funds whose management companies underwent an ownership change (in Column 1). For each such fund, I then calculate a comparison value of each fund variable, which is the average value of the variable for all other funds of the same style at the same date. Column 2 shows the average comparison value across funds, while Column 3 provides the average difference between event fund values and comparison fund values. The main takeaway from this panel is that there are no significant differences in past performance, fund size, expense ratio, and fund age between funds whose management firms were acquired and comparison firms (firms in same style at same date). This result does not prove that the events are exogenous, but it does provide some comfort that the control and treatment sets have very similar pre-announcement observable characteristics. Fund Inflows and Outflows: For part of the analysis in the paper, I decompose fund flows into inflows (dollar value of purchases of fund shares) and outflows (dollar value of sales of fund shares). Data on inflows and outflows is included in the semiannual NSAR filing made by each fund family. I use a script to download all NSAR filings from the EDGAR database, and match them to funds using fund name. Because there are often slight variations in fund names, I attempt to manually match any unmatched observations. NSARs also include assets under management so I confirm matches using this variable. Using machine and manual matching, I obtain inflow/outflow data for nearly 90% of the fund-month observations in my sample. Panel A of Table 2 includes summary statistics on inflows and outflows. The monthly inflows for a typical fund are 3.8% of its assets under management at the start of the month, but 14 10% of funds have inflows exceeding 8% of assets, confirming the skewed nature of inflows as investors put new funds into the top past performers. Monthly outflows average 3.2% of assets under management and are less skewed with the 90th percentile at 6%. Distribution Channels: My main source for distribution channels is a dataset provided by Strategic Insight. The Strategic Insight dataset includes current distribution channel data on each fund class as well as archival data on distribution channels for defunct funds and families. Generally, fund classes labeled A, B, C, and R are sold through brokers, fund classes labeled I (Institutional) or Retirement are sold to institutions, and fund classes labeled N or Retail or with no class label are sold directly to investors (Direct). Brokers can be affiliated with the management firm and are then classified depending on whether the parent company is a bank (Bank Proprietary), insurance company (Insurance), or securities company (Proprietary), or not affiliated with the management company at all (Non Proprietary). Families generally use only one of these four distribution channels for non-direct and non-institutional sales. Finally, some funds are sold to members of the fraternal, religious, or non-profit organization that runs the fund (Other). I aggregate the total assets for each type of distribution channel across fund classes and then designate a fund portfolio’s main distribution channel as the channel that has the most assets under management. Most portfolios (and fund families) distribute a significant proportion of assets using one distribution channel. The average amount distributed by a portfolio’s top distribution channel is 95% with a median value of 100%. Non-Proprietary is the most common distribution channel used by approximately one-third of funds, followed by Direct distribution used by one-quarter of funds, and Institutional used by about 20% of funds. 15 Legal Controversies: I use three different data sources to collect a comprehensive dataset on legal controversies at mutual fund management companies. My first source is the SEC’s litigation website6, which lists all litigation releases by the SEC. I search for keywords such as “asset management”, “mutual fund(s)”, and close variants, and manually read through all hits to find any litigation disclosures related to mutual fund management firms. I record the date of the legal problem as the date of the SEC release, and I only use the first release for any ongoing litigation to avoid duplication. My second data source is information provided by mutual funds on item 77E on NSAR filings. According to the instructions for the NSAR form, mutual funds must use item 77E to “briefly describe any material legal proceedings, other than routine litigation incidental to the business, to which the registrant or any of its subsidiaries has become a party or of which any of their property has become the subject.” For each legal issue, I record the date of the first NSAR filing that mentions that particular issue. My third data source is Factiva, a database of media articles. I search Factiva articles for one or more of the following words: “fraud, scandal, lawsuit, investigation, enforcement, violate, violation, settlement” and simultaneous mentions of “asset management” or “mutual fund(s).” I manually read through all hits to find any issues, and record the date that the article was published, again only including the first mention of a particular issue. Since my three data sources usually overlap in terms of references to the same legal controversy, I only use the first time an issue is mentioned across all three sources. Finally, I only include issues arising from inappropriate or illegal behavior by individuals or groups in charge of asset management functions (as well as senior management), not brokers, distributors, or other unrelated professions. Some examples of legal controversies are described in Appendix B. 6 SEC’s litigation releases can be found at: http://www.sec.gov/litigation/litreleases.shtml 16 Other Variables: I collect a number of additional variables in order to test alternative theories for the paper’s main results. For each fund class, I collect data from Morningstar on whether it is only open to institutional investors or whether retail investors are also allowed to invest in the class.7 About 20% of fund classes in the sample are only open to institutions. Morningstar also reports manager names and tenure dates and is my source for the dates of manager changes. I use CRSP for fund closure dates. 3. Main Results I start the analysis by calculating average monthly fund flows before and after announcements of management company ownership changes. In order to measure the effect of these announcements, I define two event dummy variables, PREANN and POSTANN, for the timing of each observation around the event window. PREANN is set to one for all fund-month observations in the six months prior to the announcement date of an ownership change of the fund adviser, and zero otherwise. Fund-month observations with PREANN equal to one are a logical control group because they tell us how fund flows behave prior to an announced event. POSTANN is set to one for all fund-month observations on the announcement date and for one year after the announcement date of an ownership change of the fund adviser, and zero otherwise. This variable defines the treatment group for this study. Fund-month observations outside the event window have both PREANN and POSTANN equal to zero. Panel A of Table 3 shows the average value of monthly Fund flows (%) for observations within event windows. I start with the entire sample of events in Column 1, restrict the sample to only public parent companies in Column 2 and only public non-asset management parent 7 CRSP also has an institutional dummy variable but it is only available after 2000, which is why I use the Morningstar variable. 17 companies in Column 3. Prior to the announcement date (PREANN=1), flows are not statistically different from zero. After the event announcement date (POSTANN=1), flows are negative and statistically different from zero. In the sample of all events, the average value of Fund flows (%) in the post-announcement window is -0.548% (about 6.6% on an annualized basis) with a tstatistic of 3.63. The results are very similar in the sample of all public parent mergers (Column 2). Finally, in the smaller sample of non-asset management mergers (Column 3), the average value of fund flows (%) in the post-announcement window is -0.737% (about 8.8% on an annualized basis) with a t-statistic of 5.96. Across all three specifications, the pattern of statistically insignificant flows prior to the announcement and strong outflows after the announcement is repeated. The number of observations in each specification is greater than the number of funds undergoing events because each fund-month observations is included separately, rather than combined across months. I cluster standard errors by event to take into account any correlation in error terms across months and funds for the same event. Two possible explanations for the results in Panel A are that the announcements happen to funds that are, for other reasons, likely to experience outflows, or that they are clustered in periods prior to fund outflows such as market peaks. Therefore, I construct a matched sample for each event-window fund-month observation, and use it to calculate match-adjusted flows (fund flows relative to matched sample). The matched sample flows for a particular fund-month observation are a weighted average of flows across all funds in the same month and in the same fund style (and in the same restricted sample in Columns 2 and 3), where the weights are proportional to closeness based on differences in size, past five years of returns, and fund age. Appendix C provides a more detailed explanation of the matching algorithm. 18 Panel B of Table 3 presents average values of monthly match-adjusted Fund flows (%) for observations in each event window. As in Panel A, fund flows are indistinguishable from zero prior to the announcement date, but turn lower after the announcement date. The average flows are higher for both the pre-announcement and post-announcement periods due to the match adjustment but the difference between periods remains very similar suggesting that it is not unique timing or differences in characteristics that explain the downturn in flows after the announcement dates of adviser ownership changes. Next, I use a “difference-in-difference” approach, comparing match-adjusted fund flows in the post-announcement period to the pre-announcement match-adjusted fund flows, for each fund involved in an event. Using only observations in the event window, I regress matchadjusted fund flows on POSTANN and also include fixed effects for each fund. Panel C of Table 3 presents estimated coefficients on the difference-in-difference estimator, POSTANN, in this regression. The coefficients range from -0.489% (about 6% annualized flows) in the sample of all events to -0.680% (about 8% annualized flows) in the sample of public non-asset management merger events, and all coefficients are statistically significant at the 1% level. Thus, the overall annualized decline in flows is in the neighborhood of 6% to 8%. There are several ways we can illuminate the economic significance of these events. One method is to convert these percent flows into actual dollars lost due to the ownership changes. Across all funds, there are 185 events with $587 billion in pre-announcement assets so 6% outflows equates to $190 million (($587b/185) × 6%) of outflows per event, for a total of $35 billion lost for all the studied events. Across the subsample of public non-asset management merger events, there are 70 events with $145 billion in assets so 8% outflows means about $165 million of outflows per event, for a total of $12 billion lost due from this subset of events. 19 Another method of evaluating economic significance is to find another series of events as a barometer for investor reactions. A natural set of events is the market timing scandals of 20032004, the worst scandals to hit the industry in its history, which produced daily headlines of newly-implicated fund complexes and over a billion of total fines levied on firms implicated in any malfeasance. Two papers, Choi and Kahan (2007) and McCabe (2009) study investor reactions to funds and families implicated in these scandals. They find an average decline in flows of around 10%-15% in the year after the media reported that a particular fund or firm was involved, with a 19% decline from funds in which market timing took place, and 8% decline from funds that were not affected themselves but which were managed by companies that had other affected funds. I find smaller investor reactions for my sample of events, but they are in the same ballpark, and my set of ownership changes is not associated with any of the improper behavior or bad publicity that occurred during the market timing scandals. It is also useful to look at a graphical representation of Table 3, with monthly matchadjusted fund flows from six months prior to the announcement date to twelve months after the announcement date. Figure 1 provides this graphical representation, with each month’s average flows and confidence intervals, for the entire sample of parent company changes, while Figure 2 depicts the same results for ownership changes of public non-asset manager parent companies.8 The flows in the two figures are not cumulative. The figures are consistent with the regression results from Table 3, showing that match-adjusted flows are near zero prior to the announcement date, and then decline slowly after the announcement date before accelerating downward in the final six months. 8 The graph for Column 2 of Table 3, which includes all public parent company mergers, looks very similar and is available upon request. 20 Interestingly, this is not the type of picture we are used to seeing for event studies measuring market price reaction to events. However, these are investor reactions (predominantly retail investors, as I show later in the paper) so it is not surprising that fund flows are much slower to react to new information than market prices. It is also possible that fund investors wait under the deal is closed (usually 3 to 6 months after announcement) before reacting, or learn about the deal from fund disclosures which lag the announcement date of the parent company ownership change. I compare flows prior to and after the effective date of the ownership change in a regression in Table 10. A more comprehensive way to measure the effect of ownership changes on fund flows is by using a multi-variable panel regression to control for an array of fund and parent company characteristics. I regress monthly Fund flows (%) on the event window dummy variables (PREANN and POSTANN), fund-level controls, parent-level controls, style dummy variables, prior return deciles dummy variables, and time dummy variables. Table 4 presents estimated coefficients from this panel regression for all funds (Column 1 and 2), funds whose advisers are owned by public parent companies (Column 3 and 4), and fund whose advisers are owned by non-asset management public parent companies (Column 5 and 6). The findings are broadly consistent with those in Table 3 and Figures 1 and 2. Fund flows (%) are close to zero prior to announcement dates, and negative and significant after the announcement dates. Magnitudes of coefficients are also very similar to those found in Table 3, since the event windows dummy variables are largely uncorrelated with other fund characteristics. Table 4 also allows us to examine the effects of other characteristics on fund flows. There is a negative coefficient on fund size (Log fund AUM), since many large funds close to new assets because they are unable to trade without a large and costly price impact. The coefficient 21 on family size (Log family AUM) is positive, perhaps because large fund families have more exposure and have bigger advertising budgets. The coefficient on Fund age is negative as newer funds attract more flows, including seed money from the fund family itself. Surprisingly, the coefficient on expense ratios is positive, although it is not significant in Columns 4 and 6. Expense ratios often include 12b-1 expenses (for advertising and promoting the fund) so these results do suggest that spending more on marketing works in attracting flows. There are two parent-level variables that also have explanatory value in predicting fund flows. Funds with privately held advisers have significantly higher flows: 0.27% per month, or approximately 3.2% per year. This might be due to the fact that privately held firms are more likely to focus on asset management while public parent companies are mostly banks or insurance firms that also offer mutual funds. In addition, Ferris and Yan (2009) find that mutual funds with public parents underperform and suffer from more agency issues, while Adams, Mansi, and Nishikawa (2012) find more management changes at public parents. Both of these papers might explain the lower level of flows at funds managed by public companies. In addition, past stock returns (of public parent firms) also positively predict flows, consistent with the findings of Sialm and Tham (2011). 4. Role of trust and alternative explanations In this section, I investigate the cause for the post-announcement decline in flows shown in Tables 3 and 4. I start by examining whether the ethical reputation of the new (and prior) owner of the mutual fund management company makes any difference for how investors react to the event announcement. Using the dataset on legal proceedings at investment management companies, I create two dummy variables for each event: ACQLEGAL equals one if the 22 acquiring company had legal problems with their asset management operations in the three years before the start of the event window, and zero otherwise. TARLEGAL is defined in the same way for the acquired company. The three-year horizon is chosen because it is the typical length of litigation, from filing to judgment, in this field. However, the results are similar with longer horizons. Table 5 presents estimated coefficients from the same fixed effects regressions from Panel C of Table 3, but also including interaction terms of the POSTANN dummy with ACQLEGAL and with TARLEGAL. The coefficients on the non-interacted event dummy variable are negative and significant so fund flows decline even when there are no legal issues. Interestingly the coefficients on the interaction term, POSTANN × ACQLEGAL, are also negative and significant, indicating that investors (at funds of the acquired firm) react stronger for events where there are legal issues at the acquiring firm. The magnitudes of the coefficients on the interaction term are actually larger than those on the non-interacted term, so outflows more than double when there were past legal problems at the acquirer. This result suggests that investors react negatively when their previous relationship is being severed, but react even stronger if they worry about the identity and trustworthiness of their new mutual fund management firm. I also include interaction terms with TARLEGAL as a placebo test. Any investor who worried about legal problems at his or her fund’s management firm could have reacted beforehand by redeeming shares, so the change in flows in reaction to the announcement of an acquisition should not be affected by prior legal issues at the target firm. Consistent with this hypothesis, I find that the interaction term between POSTANN × TARLEGAL is not statistically different from zero. 23 One possible alternative explanation to the trust hypothesis is that investors might be reluctant to invest new money in the fund as a result of uncertainty arising from the change in management ownership. The ownership change could also be temporarily accompanied by less emphasis on marketing, advertising, and distribution, leading to a decline in new fund purchases. I test this hypothesis by decomposing fund flows into inflows (purchases of shares) and outflows (sales of shares) and examining whether the aggregate effects are due to a decline in inflows or an increase in outflows. In Table 6, inflows (Columns 1, 3, and 5) and outflows (Columns 2, 4, and 6) are regressed on event window dummy variables (PREANN and POSTANN), fund-level controls, parent-level controls, style dummy variables, prior return deciles dummy variables, and time dummy variables. A comparison of columns indicates that the aggregate results are driven by increasing outflows. For instance, in Column 1, the coefficient changes from 0.181% prior to the announcement to 0.323% after the announcement, with both coefficients not statistically different from zero. However, for the corresponding outflows (Column 2), the coefficients rise from 0.442% prior to the announcement to 1.332% after the announcement. The large increase in outflows overwhelms the insignificant change in inflows leading to the overall decline in fund flows seen in Tables 3 and 4. The same results can be seen for the event subsamples in Columns 3 through 6. Changes in inflows are insignificant while outflows increase dramatically, providing support for the idea that it is the current fund investors that are causing the decline in flows by redeeming their shares. While the evidence so far supports the trust hypothesis, another possibility comes from the fact that the management change sometimes coincides with a change in distribution channel used by the fund. If the acquiring company has its own affiliated brokers, the previous brokers 24 can advise their clients to withdraw their assets, which might show up in the lower fund flows that I document in this paper. Using data from Strategic Insight on mutual fund primary distribution channels, I examine whether the decline in flows around the event window varies by type of distribution channel, by whether the primary distributor is affiliated with the management company, and by whether there was a change in distribution channels in the year after the event. Panel A of Table 7 presents estimated coefficients from fixed effects regressions, similar to those in Panel C of Table 3. However, it also includes interaction terms of the POSTANN dummy with various measures of distribution channels. In Column 1, POSTANN is interacted with AFFILIATED, a dummy variable that equals one if the primary distributor is affiliated with the management company (i.e., Bank Proprietary, Proprietary, and Insurance). The coefficient on the interaction term is not significant so there is no statistical difference in outflows between funds with an affiliated primary distributor and funds with a non-affiliated primary distributor. In Column 2 of Panel A, POSTANN is interacted with each type of distribution channel. Except for the “Other” distribution channel category (a very small group, which is also the omitted category), funds using all other types of distribution channels undergo a decline in flows around the event window, with varying magnitudes. Statistical significance also varies because some of the distribution channel groups have few observations. The strongest decline in fund flows occurs at insurance-distributed funds while funds in the other-distribution category have a small and insignificant inflow. More importantly, there is no particular category or type of distribution channel that is driving the overall result. In Column 3 of Panel A, I interact POSTANN with CHANNEL_CHG, a dummy variable that equals one if the fund underwent a change in primary distribution channel in the year following the announcement date. While the coefficient on the interaction term is negative, it is 25 not significantly different from zero. Furthermore, the coefficient on the non-interacted term (measuring the decline in flows for those funds not undergoing a change in primary distribution channel) is negative and statistically significant, which suggests that the overall decline in flows is not due to funds that simultaneously changed distribution channels. In Panel B of Table 7, I include distribution channel dummy variables in the panel regression that includes all fund-month observations, to control for the primary type of distribution network used by each fund. The coefficients on the variable of interest, POSTANN, remain largely unchanged and are still statistically significant at the 1% level. Interestingly, during my sample period, Insurance was the only type of distribution channel that generated significantly different fund flows from the “Other” distribution channel (the omitted category) and outperformed in terms of flows. Overall, the results in Table 7 are not surprising given the event space for this study. In my sample, only a small fraction of funds (around 10%) undergo a change in main distribution channel type coinciding with a change in ownership. This is because most of the mergers used for this study consist of parent firms of similar types, i.e., banks buying banks, insurance buying insurance. For most of these observations, the fund’s main distributor has the same parent as the management company, is also acquired as part of the acquisition, and then becomes part of the acquiring company. Therefore, it has no incentive to steer investors out of the fund. In addition, I would argue that distribution channels are much more important in marketing the fund to new investors rather than keeping investors from pulling out their money. Yet, as we saw in Table 6, the results in this study are entirely driven by higher outflows rather than changes in inflows. If it is not due to the broker or distributor, then why are investors reacting negatively to announcements of ownership changes? One way to get at investor motivation is to look at how 26 different clienteles react to event announcements. My hypothesis is that trust is more important for less sophisticated investors who don’t have the skills or resources to monitor the fund’s management. Therefore, I test the trust hypothesis by comparing how investors of different levels of sophistication respond to the events in question. Morningstar provides an institutional dummy variable for each fund class, which equals one if only institutions are allowed to invest in that class, and zero otherwise. In order to use the heterogeneity in fund classes, I run regressions with observations at the fund class level, not at the portfolio level. For each fund class, I calculate flows using Equations 1 and 2, and also take the size, age, and expense ratio of the fund class instead of the portfolio-level weighted average used in previous tests. Finally, since some funds have multiple fund classes, I attach a weight to each observation equal to the assets of the fund class divided by the total assets of the entire fund, which ensures that each fund portfolio has the same weight in these regressions. I regress fund class flows on event window dummy variables, fund-level controls, parentlevel controls, style dummy variables, prior return deciles dummy variables, and time dummy variables. Table 8 shows estimated coefficients for different event samples using retail versus institutional fund classes. The dependent variables are flows of retail classes in Columns 1, 3, and 5, and flows of institutional classes in Columns 2, 4, and 6. Consistent with my hypothesis, the results in Table 8 indicate that the aggregate results are being driven by retail class flows. The coefficients on POSTANN for institutional investors (Columns 2, 4, and 6) are small and statistically insignificant, while the coefficients on POSTANN for retail investors (Columns 1, 3, and 5) are two to four times larger and statistically significant at the 1% level. Gennaioli, Shleifer, and Vishny (2012) write down a model where a component of the expense ratio comes from a premium that investors are willing to pay to their trusted fund 27 advisors. Motivated by this model, I regress fund flows on event window dummy variables and controls, separately for funds with above-median expense ratios (high expense funds) and belowmedian expense ratios (low expense funds). My hypothesis is that if investors are willing to pay higher expense ratios because they have a special (trusting) relationship with the management company, then outflows should be higher at high-expense funds than low-expense funds after ownership changes. Table 9 presents estimated coefficients from OLS regressions for different event samples using high-expense vs. low-expense funds. Columns 1, 3, and 5 only include high-expense funds, while the remaining three columns only include low-expense funds. We can see larger declines in flows from pre-announcement to post-announcement for high-expense funds compared to low-expense funds. For instance, in Column 5 (high-expense funds), we see a decrease of about 0.8% from the PREANN dummy to the POSTANN dummy variable, while the corresponding decline in Column 6 (low-expense funds) is only about 0.4%. These results suggest that investors willing to pay higher expenses are also more likely to pull out as a result of an announced change in ownership. The final test in this section examines the influence of the effective date (when the transaction closes) of the ownership change by re-running the regressions in Table 4 but including separate event dummies for the post-announcement date, pre-effective date period (POSTANN_PREEFF) and the post-announcement and post-effective date period (POSTANN_POSTEFF). Table 10 presents estimated coefficients from a multi-variable panel regression of Fund flows (%) on the finer event window variables, fund-level controls, parentlevel controls, style dummy variables, prior return deciles dummy variables, and time dummy variables. 28 In Column 1 of Table 10, which includes the entire sample of events, the outflows before and after the effective date are of similar magnitudes and are both statistically significant at the 5%-level. However, as we move to the more restrictive sample of events in Columns 2 and 3, the outflows prior to the effective date are smaller and no longer significant while those after the effective date are larger and statistically significant. In the sample of public non-asset management firms (Column 3), the coefficient on the post-effective date dummy variable, POSTANN_POSTEFF, is -0.735%, which is more than three times as large as the coefficient on the post-announcement, pre-effective date dummy variable. Especially for acquisitions of public parent firms, it seems like that there are many investors who only react to the closing date of the merger or acquisition. 5. Robustness Checks In this section, I run several robustness checks and test some possible concerns about the validity of my main findings. The results of these tests are reported in Table 11. One concern is that there is a large concentration of events in 1999 and 2000, which coincided with the creation and bursting of the dot-com bubble. Approximately one-quarter of all events happen during this period of high volatility and unusual phenomena in the financial markets. In Panel A of Table 11, I perform a robustness check by dropping all fund-month observations during that period. The coefficients remain largely the same and are still statistically significant, although the t-stats are slightly smaller due to fewer events. An additional problem is that advisor ownership changes are also associated with an increase in fund closures and manager turnover as the new ownership tweaks its array of offered funds and the managers of those funds. Investors might react to expected or realized manager 29 change or announced fund closure by withdrawing money from the fund because they like the current manager or because they don’t want to wait until the fund closes and their assets are merged into a different fund. I test this explanation by creating the variable Fund closure, a dummy variable that equals one in the six months prior to a fund closure (and zero otherwise), and Manager change, a dummy variable that equals one in the six months prior to and after a manager change (and zero otherwise), I regress monthly Fund flows on the standard event window dummy variables, Fund closure, and all the other standard controls from Table 4, and report the results in Panel B of Table 11. While the coefficients on POSTANN are slightly smaller than those in Table 4, the outflows after the announcement date are still negative and statistically significant. In Panel C, I repeat the same test as in Panel B but include the Manager change dummy variable. Once again, the coefficients on the variable of interest, POSTANN, are unchanged and remain statistically significant. In another unreported robustness check, I drop the funds with Manager change or Fund closure equal to one and find similar results. Another possible concern is that advisor ownership changes might be associated with lower future returns. During the ownership transition period, fund managers might be expending effort on ensuring a smooth transition and putting in less effort on the actual management of the fund leading to lower returns. Investors might be removing their money from the fund to avoid these anticipated lower returns. I test this theory by regressing fund returns on the standard event window dummy variables and standard set of controls, and report the results in Panel D of Table 11. There is no evidence of significant underperformance in the twelve months following a management company ownership change. 30 6. Conclusion Investors choose portfolio managers based not only on forecasts of future performance, but also on factors such as trust and reliability (the ability to “sleep at night”) that are established over long periods of interaction. In this paper, I examine how investors react when these relationships are potentially broken due to mergers and acquisitions involving the fund’s investment adviser. In spite of the fact that I find no detrimental effect on performance in the wake of ownership changes, fund flows do deteriorate, only weakly after announcement but more strongly after the change becomes effective. Funds suffer declines in flow equal to approximately 7% of their assets in the year after announcements of ownership changes, which is a significant economic cost for the new owners of the investment adviser. There are several possible explanations for these findings. The results are driven by an increase in redemption (outflows) rather than decrease in new purchases (inflows). Additional tests suggest that familiarity and trust play a significant role. Legal issues at the acquiring firm exacerbate outflows by investors in funds of the acquired firm. Retail investors’ reaction to fund adviser ownership changes is stronger than that of institutional investors, which is consistent with trust being more important for less sophisticated investors in making investment decisions. Investors in high-expense funds also have stronger outflows. Overall, the paper highlights the important role of intangible qualities and relationships when individuals make investment decisions. 31 Appendix A Appendix A includes 15 examples of mergers/acquisitions from the sample of 185 events that make up this study. Panel A includes 5 events from mergers not involving public parent companies. Panel B includes 5 events from mergers that involve acquisition of public parents that are primarily asset managers. Finally, Panel C includes 5 events from mergers that involve acquisitions of public parents that are primarily not asset managers. Within each panel, the events are listed in chronological order (by announcement date). For each event, the appendix includes the name of the acquiror and target, firm types (securities, insurance, or bank), whether they are public or not and the country where they are listed, whether they are an asset manager, and the name of the main fund family owned by each acquiror and target. I also list the announcement date and effective date of each acquisition. The source for all data is the SDC Platinum M&A database. The examples are chosen to illustrate the different types of mergers that make up the sample. Panel A: Mergers not involving acquisitions of public parent companies Acq: Franklin Resources Securities Public (U.S.) Asset Manager Announced: 06/25/1996 Effective: 11/01/1996 Heine Securities Securities Private (U.S.) Tgt: Asset Manager Allianz Acq: Insurance Announced: 10/18/2000 Tgt: Nicholas-Applegate Securities Legg Mason Acq: Securities Announced: 06/24/2005 Tgt: Smith Barney A.M. Securities Acq: Susquehanna Banc. Bank Announced: 01/02/2008 Tgt: Stratton Mgmt Securities Franklin Templeton Mutual Series Public (Germany) Non Asset Mgr. PIMCO Effective: 01/31/2001 Private (U.S.) Asset Manager Nicholas Applegate Public (U.S.) Asset Manager Effective: 12/01/2005 subsidiary unit Asset Manager Legg Mason Smith Barney Public (U.S.) Non Asset Mgr. None Effective: 04/30/2008 Private (U.S.) Asset Manager Stratton 32 Acq: Guggenheim Ptnrs Securities Announced: 01/02/2008 Tgt: Security Benefit Insurance Private (U.S.) Non Asset Mgr. None Effective: 08/02/2010 Private (U.S.) Non Asset Mgr. SGI (et al.) Panel B: Mergers involving acquisitions of public parent asset managers Reliastar Acq: Insurance Public (U.S.) Non Asset Mgr. Northstar Announced: 07/22/1999 Effective: 10/29/1999 Pilgrim Capital Tgt: Securities Public (U.S.) Asset Manager Pilgrim America UniCredit Acq: Bank Announced: 05/15/2000 Tgt: Pioneer Group Securities Acq: CDC Securities Announced: 06/16/2000 Tgt: Nvest Securities Acq: Old Mutual Insurance Announced: 06/19/2000 Tgt: United Asset Mgrs Securities Acq: Lehman Brothers Securities Announced: 07/22/2003 Tgt: Neuberger Berman Securities Public (Italy) Non Asset Mgr. None Effective: 10/25/2000 Public (U.S.) Asset Manager Pioneer Private (France) Non Asset Mgr. CDC MPT+ Effective: 10/30/2000 Public (U.S.) Asset Manager Loomis Sayles (et al.) Public (U.K.) Non Asset Mgr. None Effective: 10/05/2000 Public (U.S.) Asset Manager UAM (et al.) Public (U.S.) Non Asset Mgr. None Effective: 10/31/2003 Public (U.S.) Asset Manager Neuberger Berman Panel C: Mergers involving acquisitions of public parent non-asset managers U.S. Bancorp Acq: Bank Public (U.S.) Non Asset Mgr. First American Announced: 12/15/1997 Effective: 05/01/1998 Piper Jaffray Tgt: Securities Public (U.S.) Non Asset Mgr. Piper NationsBank Acq: Bank Announced: 04/13/1998 BankAmerica Tgt: Bank Public (U.S.) Non Asset Mgr. Nations Effective: 09/30/1998 Public (U.S.) Non Asset Mgr. Pacific Horizon (et al.) 33 Acq: Manulife Financial Insurance Announced: 09/29/2003 Tgt: Acq: John Hancock TD Bank Group Insurance Bank Announced: 08/26/2004 Acq: Banknorth Bank M&T Bank Bank Announced: 11/01/2010 Tgt: Wilmington Trust Bank Public (U.S. ADR) Non Asset Mgr. None Effective: 04/29/2004 Public (U.S.) Non Asset Mgr. John Hancock Public (Canada) Non Asset Mgr. TD Effective: 03/01/2005 Public (U.S.) Non Asset Mgr. Banknorth Public (U.S.) Non Asset Mgr. MTB Effective: 05/17/2011 Public (U.S.) Non Asset Mgr. WT (et al.) 34 Appendix B Appendix B lists 20 examples of legal issues from a hand-gathered sample of 155 such cases, including one from each year from 1991 through 2010. For each issue, the Appendix provides the main source (as well as either the title of the Factiva article or the hyperlink to the SEC litigation release or NSAR form), the implicated asset management company, and the date. Hyperlink or Article Title Implicated Company Date Source "Top Manager Price Becomes Tangled In Legal Dispute" Heine Securities 06/04/1991 Factiva "Ex-Smith Barney Analyst Pleads Guilty To Fraud" Keystone Investments 05/21/1992 Factiva "USAA Investment Censured, Fined $50,000 In SEC Settlement" USAA Investment Management 01/22/1993 Factiva "Strong/Corneliuson in Talks With SEC Over Inquiry Relating to Cross Trades" Strong Capital Management 03/12/1994 Factiva "Ex-Piper Capital Mgmt CEO Lands Job At Money Mgmt Firm" Piper Capital Management 02/24/1995 Factiva "Founders' Chief Borgen Gives Writing Sample In Lawsuit" Founders Funds 06/13/1996 Factiva https://www.sec.gov/litigation/admin/ia1630.txt Alliance Capital Management 04/28/1997 SEC http://www.sec.gov/litigation/admin/3-9796.txt Meridian Funds 12/28/1998 SEC "Lawsuit Claims Morgan Stanley Misled Mutual Fund Customers" Morgan Stanley 02/23/1999 Factiva "Texas Mutual Fund Settles SEC Fraud Charges" Rupay-Barrington 07/10/2000 Factiva http://www.sec.gov/Archives/edgar/data/809586/000100472601500159/exhibitshai.txt Heartland Advisors 06/30/2001 NSAR https://www.sec.gov/litigation/admin/ia-2079.htm Gintel Asset Management 11/08/2002 SEC "Putnam Subpoenaed in Timing Case" Putnam Investments 10/22/2003 Factiva http://www.sec.gov/litigation/admin/ia-2294.htm Bridgeway Capital Management 09/15/2004 SEC http://www.sec.gov/Archives/edgar/data/102756/000010275609000017/legal.txt Value Line Securities 06/15/2005 NSAR 35 https://www.sec.gov/litigation/admin/2006/ia-2548.pdf Gartmore Mutual Funds 09/07/2006 SEC http://www.sec.gov/litigation/admin/2007/33-8774.pdf Kelmoore Investment Company 01/18/2007 SEC https://www.sec.gov/litigation/litreleases/2008/lr20539.htm Gabelli Funds 04/24/2008 SEC http://www.sec.gov/Archives/edgar/data/898745/000132535811000252/legalproceedings.htm Principal Funds 10/28/2009 NSAR http://www.sec.gov/Archives/edgar/data/1137393/000128769512000335/bfk77e.htm Blackrock Advisors 07/27/2010 NSAR 36 Appendix C Appendix C describes the matching procedure used to generate match-adjusted flows in Section 3 of the paper. For each fund-month observation that requires a matched sample, I take the set of all funds in the same month and in the same fund style (e.g., small value, large blend, etc.). If the match is for events including only public parent mergers, I also exclude non-public run funds from the matched sample. If the match is for events including only public non-asset management firms, I only include funds owned by such firms in the matched sample. Once I have the matched sample, I calculate weights that depend on how close each matched fund is to the fund that I am matching. Closeness is measured by past returns, size, and age. For past returns, if my observation has one year of returns available then I match on past year’s returns, if it has three years of returns, I match on past three year returns, and if it has five years of returns, I match on past five year returns. I calculate the difference in returns between each matched fund and the original fund, then standardize these differences by the standard deviation of differences across the matched sample, then square this standardized quantity. For size, I take the differences in log assets, then standardize these differences by the standard deviation of differences across the matched sample, then square this standardized quantity. Finally, for age, I take the differences in log age, then standardize these differences by the standard deviation of differences across the matched sample, then square this standardized quantity. Finally, I add the three squared differences in past returns, size, and age, and set weight equal to one divided by the sum of squared differences. The matched flows are calculated as the weighted average of flows across the matched sample using the weights described above. 37 References Adams, John C., Sattar A. 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Mandy Tham, 2011, Spillover effects in mutual fund companies, working paper Sirri, Erik R., and Peter Tufano, 1998, Costly search and mutual fund flows, Journal of Finance 53, 1589–1622. 39 Table 1: Summary statistics for ownership change announcements of mutual fund management firms Table 1 displays summary statistics for announced ownership changes for the sample period from July 1995 to December 2011. For each year, Panel A reports the total number of events during that year, the number of actively-managed domestic equity mutual funds involved in those events, and the total assets under management of these funds. Panel B reports the percent of events involving different pairs of acquirer types and target types, where the three main types are banks (SIC 6000-6199), securities firms (SIC 6200-6299), and insurance companies (SIC 6300-6499). Holding companies (SIC 67006799) are classified based on SDC Platinum industry classifications. Columns (1) through (3) of Panel A (and columns (1) and (2) of Panel B) display data for all announced changes in ownership. Columns (4) through (6) of Panel A (and columns (3) and (4) of Panel B) show summary statistics for a subset of events, where the parent company is a publicly traded company that is in CRSP, and where this public parent is to be acquired by another company. Columns (7) through (9) (and columns (5) and (6) of Panel B) show summary statistics for the subset of events in which the public parent company is not primarily an asset management firm (less than 10% of its revenues derives from mutual fund fees). The last line of Panel A shows the sum total of all events for 16.5 years of activity. Panel A: Merger summary statistics by year All parent company changes All public parent changes Events # of funds AUM ($bil) Events # of funds AUM ($bil) Year (1) (2) (3) (4) (5) (6) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 9 7 27 18 11 29 18 9 5 10 8 9 2 6 7 8 2 17 30 69 50 44 135 84 19 51 55 38 84 19 41 66 38 3 $5.0 $33.8 $51.3 $13.9 $17.9 $69.5 $52.6 $2.4 $38.6 $33.9 $41.7 $70.9 $48.8 $10.9 $80.1 $15.3 $0.1 7 2 15 10 7 17 3 0 3 5 1 2 1 3 0 2 0 15 5 35 32 31 108 8 0 49 18 2 44 1 30 0 13 0 $4.8 $0.6 $25.3 $9.7 $13.3 $54.5 $2.1 $0.0 $38.5 $15.1 $0.4 $23.6 $0.0 $8.5 $0.0 $6.8 $0.0 7 2 15 9 5 13 3 0 2 5 1 2 1 3 0 2 0 15 5 35 28 14 43 8 0 39 18 2 44 1 30 0 13 0 $4.8 $0.6 $25.3 $9.2 $3.6 $16.5 $2.1 $0.0 $28.4 $15.1 $0.4 $23.6 $0.0 $8.5 $0.0 $6.8 $0.0 Total 185 843 $586.9 78 391 $203.3 70 295 $144.9 Panel B: Merger summary statistics by merger type All parent company changes All public parent changes Merger Type % Merger Type % (1) (2) (3) (4) Securities <-> Securities Bank <-> Bank Bank <-> Securities Insurance <-> Securities Insurance <-> Insurance All Other Types All non-AM public parent chgs Events # of funds AUM ($bil) (7) (8) (9) 32.4% 30.8% 17.8% 13.0% 3.8% 2.2% Bank <-> Bank Securities <-> Securities Insurance <-> Securities Bank <-> Securities Insurance <-> Insurance All Other Types 69.2% 10.3% 7.7% 6.4% 3.8% 2.6% All non-AM public parent chgs Merger Type % (5) (6) Bank <-> Bank Securities <-> Securities Bank <-> Securities Insurance <-> Insurance All Other Types 77.1% 8.6% 5.7% 4.3% 4.3% Table 2: Summary statistics and comparison of fund variables for treated funds and similar untreated funds Table 2 presents summary statistics for the main fund-level and parent company-level variables, as well as a comparison of fund variables for treated funds (undergoing M&A) and similar untreated funds. In Panel A, I tabulate cross-sectional statistics by month, and then take the time-series average of each statistic across the 216 months of the sample period from January 1995 through December 2012. Fund flows ($) is the asset flows (in millions of $) into a fund for a particular month, which is defined as fund assets at the end of the month minus the product of fund assets at the beginning of the month and one plus the fund’s monthly return. Fund flows (%) is just Fund flows ($) divided by the fund’s assets at the start of the month, then winsorized for each month at the 1% and 99% levels. Inflows is the dollar amount of inflows (purchases of fund shares) for a particular month, divided by the fund’s assets at the start of the month. Outflows is the dollar mount of outflows (sales of fund shares) for a particular month, divided by the fund’s assets at the start of the month. Fund AUM is the fund’s assets (in millions of dollars) at the start of the month, and Log fund AUM is the natural logarithm of Fund AUM. Family AUM is the assets of the entire fund family at the start of the month, and Log family AUM is the natural logarithm of Family AUM. Fund age is equal to one plus the number of years since the fund began operations, while Log fund age is the natural logarithm of Fund age. Expense ratio is the fund’s expense ratio, while Log expense ratio is the natural logarithm of Expense ratio. Private firm is a dummy variable that equals one when the parent of the investment management company is not publicly traded, not a mutual insurance company and not a non-profit organization, and zero otherwise. Public non-a.m. firm is a dummy variable that equals one when the parent of the investment management company is public, has data in COMPUSTAT/CRSP, and earns less than 10% of its annual revenues from mutual fund fees, and zero otherwise. Log parent marketcap is only available for public parent companies that are also in CRSP, and equals the natural logarithm of their market capitalization at the start of the month. Stock returns is also only available for public parent companies that are also in CRSP, and equals their average monthly stock returns over the prior twelve months. Mutual fund revenues is also only available for public parent companies that are also in COMPUSTAT and equals the total annual expenses collected by all funds in the family (product of annual expense ratios and assets under management) divided by the parent company’s annual COMPUSTAT revenues. In Panel B, for each fund undergoing an event, I create a comparison value of each fund variable by averaging that variable for all funds in the same month and style that did not undergo an event. Column (1) of Panel B shows averages across all funds going through an event, column (2) shows averages across all comparison values, and column (3) shows the difference between columns (1) and (2), with a t-statistic, using standard errors adjusted for clustering by event, in brackets. Panel A: Summary statistics for fund-level and parent-level variables # of Obs. Mean Median Variable (1) (2) (3) Fund flows ($mil), monthly 348158 0.3 -0.3 Fund flows (%), monthly 348158 0.4% -0.2% Inflows (%), monthly 319285 3.8% 1.9% Outflows (%), monthly 319284 3.2% 2.1% St.Dev. (4) 67.6 4.5% 7.0% 5.4% 10% (5) -17.7 -3.0% 0.4% 0.7% 90% (6) 17.3 4.4% 8.1% 6.0% Fund AUM ($mil) Log fund AUM Family AUM ($mil) Log family AUM Fund age (years) Log fund age Expense ratio (%) Log expense ratio 348158 348158 348891 348891 347530 347530 338064 338064 1198 5.5 60632 8.7 13.0 2.2 1.3% -4.4 216 5.4 10807 9.0 8.9 2.2 1.2% -4.4 4482 1.7 155565 2.4 13.3 0.9 0.5% 0.4 26 3.3 218 5.3 2.8 1.0 0.8% -4.9 2332 7.7 101807 11.4 28.2 3.3 1.8% -4.0 Private firm (dummy) Public non-a.m. firm (dummy) Log parent marketcap Stock returns (avg over prior yr) Mutual fund revenues (%) 351120 351120 166554 165921 168953 0.42 0.35 2.8 1.1% 8.4% 0.00 0.00 2.8 1.1% 0.9% 0.49 0.47 0.1 1.9% 15.5% 0.00 0.00 2.6 -1.0% 0.1% 1.00 1.00 2.9 3.4% 31.1% 41 Panel B: Comparison of fund-level variables for treatment group and control group Funds at Event Date Comparison Funds Fund Variable (1) (2) Style-adjusted returns 0.020% 0.016% (prior year) Style-adjusted returns (prior 3 years) -0.005% 0.004% -0.009% [0.38] 5.47 5.47 0.00 [0.02] Expense ratio (%) 1.286% 1.250% 0.036% [1.63] Fund age (years) 13.1 12.3 0.80 [1.15] Log fund AUM Difference (3) 0.004% [0.08] 42 Table 3: Fund flows around changes in parent companies of fund management firms Table 3 presents average values of mutual fund flows around event windows (parent company changes of fund management firms). Panel A shows results for average (unadjusted) Fund flows (%), while Panel B displays average Fund flows (%) after adjusting for a matched sample of funds with the same style and similar age, size, and prior performance characteristics. Panel C shows fixed effects regressions across the event window using match-adjusted Fund flows (%). PREANN is a dummy variable that equals one for all fund-month observations from months t–6 to t–1, where t is the announcement date of the event, and zero otherwise. POSTANN is a dummy variable that equals one for all fund-month observations from month t until t+12, where t is the announcement date of the event. Column (1) in each panel includes all ownership changes, while columns (2) and (3) include subsets of events (see Table 1 for definitions). T-statistics, using standard errors clustered at the event level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Panel A: Monthly fund flows (unadjusted) around event windows [-6,12] Changes: All Public Changes Parent Timing around event (1) (2) PREANN (dummy) 0.038% -0.058% t-stat [0.25] [0.36] # of fund-month obs. 4601 2043 POSTANN (dummy) t-stat # of fund-month obs. -0.548%*** [3.63] 9443 -0.483%** [1.99] 4178 Public Non AM (3) 0.005% [0.02] 1533 -0.737%*** [5.96] 3106 Panel B: Monthly fund flows (match-adjusted) around event windows [-6,12] Changes: All Public Public Changes Parent Non AM Timing around event (1) (2) (3) PREANN (dummy) 0.116% 0.263%* 0.223% t-stat [0.84] [1.92] [1.23] # of fund-month obs. 4601 2043 1533 POSTANN (dummy) t-stat # of fund-month obs. -0.320%*** [2.60] 9443 -0.197% [1.03] 4178 -0.395%** [2.42] 3106 Panel C: Fixed effects regression of fund flows (match-adjusted) around event [-6,12] Changes: All Public Public Changes Parent Non AM Timing around event (1) (2) (3) POSTANN (dummy) -0.489%*** -0.542%*** -0.680%*** t-stat [3.76] [2.87] [4.06] Observations Fund-Event FE 14044 YES 6221 YES 4639 YES 43 Table 4: Regressions of fund flows on event window indicator variables Table 4 presents estimated coefficients from OLS regressions of fund flows on event window indicators and various fundlevel and parent-level control variables. In each specification, the dependent variable is Fund Flows (%) and the variables of interest are PREANN, indicating observations in the six months prior to an announced ownership change and POSTANN, indicating observations on or in the twelve months after the event announcement date (see Table 3 for exact definitions). All controls are defined in Table 2. Columns (1) and (2) include all funds, while column (3) and (4) restrict the sample to funds (and events) with public management companies, and columns (5) and (6) only include funds whose management firms have a publicly-traded parent whose primary business is not asset management (see Table 1). All specifications include time dummies and prior return decile dummies for each of the previous five years. Columns (2), (4), and (6) also include fund style dummies, as well as additional fund and parent company controls. The sample period for all regressions is from January 1995 to December 2012. T-statistics, using standard errors clustered by fund family, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Dep.Var: Regression: Changes: Predictor Variables PREANN (dummy) POSTANN (dummy) (1) -0.169% [1.15] (2) -0.125% [0.83] Monthly Fund Flows (%) OLS OLS Public Parent (3) (4) -0.186% -0.066% [0.95] [0.35] -0.496%*** [4.23] -0.438%*** [3.64] -0.564%*** [3.43] OLS OLS All Changes Log fund AUM -0.042%** [1.98] Log family AUM Log fund age (years) -0.067%** [2.06] -0.372%*** [9.59] -0.273%*** [5.69] -0.284%*** [4.76] 0.280%*** [3.50] Log parent marketcap Stock returns (prioryr) -0.005% [0.14] 0.093%*** [2.79] Private firm (dummy) 0.025% [0.25] 0.035% [0.34] -0.543% [1.43] -0.913%* [1.91] 5.077%*** [3.88] 344014 YES YES NO -0.540%*** [3.08] 0.119%*** [3.85] 0.150%** [2.19] -0.597%*** [3.67] 0.046%** [2.53] Log expense ratio Observations Return decile dummies Time dummies Fund style dummies -0.579%*** [3.29] OLS OLS Public Non AM (5) (6) -0.030% 0.045% [0.17] [0.25] 335118 YES YES YES 163997 YES YES NO 155647 YES YES YES 3.410%*** [2.85] 119522 YES YES NO 114524 YES YES YES 44 Table 5: Fund flows around changes in parent companies with interaction terms for legal issues Table 5 presents estimated coefficients from fixed effects regressions across the event window [-6,12] of match-adjusted Fund flows (%) on the post-announcement dummy variable, POSTANN, and interaction terms of POSTANN with dummy variables indicating prior legal controversies at the acquiring firm and the target firm. POSTANN is a dummy variable that equals one for all fund-month observations from month t until t+12, where t is the announcement date of the event. ACQLEGAL equals one if the acquiring firm in an event had a legal controversy in the three years prior to the start of the event window and zero otherwise. TARLEGAL equals one if the target firm in an event had a legal controversy in the three years prior to the start of the event window and zero otherwise. Non-interacted versions of these legal controversy variables are constant for each fund across the event window so they drop out due to the fixed effects. Column (1) includes all ownership changes, while columns (2) and (3) include subsets of events (see Table 1 for definitions). T-statistics, using standard errors clustered at the event level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Fixed effects regression of fund flows (match-adjusted) around event [-6,12] Changes: All Public Changes Parent Timing around event (1) (2) POSTANN (dummy) -0.518%*** -0.406%* [3.41] [1.73] POSTANN × ACQLEGAL -0.569%** [2.35] POSTANN × TARLEGAL 0.370% [1.10] Observations Fund-Event FE 14044 YES Public Non AM (3) -0.552%** [2.29] -0.887%*** [2.78] -0.741%** [2.28] -0.249% [0.84] -0.103% [0.34] 6221 YES 4639 YES 45 Table 6: Regressions of fund inflows and outflows on event window indicator variables Table 6 presents estimated coefficients from OLS regressions of fund inflows and outflows on event window indicators and various fund-level and parent-level control variables. In columns (1), (3), and (5), the dependent variable is Inflows (%), while in columns (2), (4), and (6), the dependent variable is Outflows (%). In all specifications, the variables of interest are PREANN, indicating observations in the six months prior to an announced ownership change and POSTANN, indicating observations on or in the twelve months after the event announcement date (see Table 3 for exact definitions). All controls are defined in Table 2. Columns (1) and (2) include all funds, while column (3) and (4) restrict the sample to funds (and events) with public management companies, and columns (5) and (6) only include funds whose management firms have a publicly-traded parent whose primary business is not asset management (see Table 1). All specifications include time dummies and prior return decile dummies for each of the previous five years. Columns (2), (4), and (6) also include fund style dummies, as well as additional fund and parent company controls. The sample period for all regressions is from January 1995 to December 2012. T-statistics, using standard errors clustered by fund family, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Dep.Var: Changes: Inflows/Outflows Predictor Variables PREANN (dummy) POSTANN (dummy) Log fund AUM Monthly Fund Inflows and Outflows (%) All Changes Public Parent Public Non AM Inflows (%) Outflows (%) Inflows (%) Outflows (%) Inflows (%) Outflows (%) (1) (2) (3) (4) (5) (6) 0.181% 0.442%* 0.247% 0.337% -0.132% -0.214% [0.67] [1.89] [0.47] [0.84] [0.34] [0.75] 0.323% [0.98] 1.332%*** [2.95] 0.372% [0.71] 1.439%* [1.91] -0.165% [0.58] 0.639%* [1.84] -0.242%*** [5.78] -0.180%*** [4.15] -0.356%*** [5.98] -0.268%*** [3.92] -0.349%*** [4.51] -0.344%*** [4.04] 0.207%*** [6.65] 0.146%*** [5.40] 0.321%*** [6.39] 0.174%*** [2.91] 0.306%*** [5.16] 0.196%*** [4.06] -0.654%*** [7.79] -0.281%*** [3.35] -0.329%*** [2.63] Log expense ratio 0.545%*** [3.80] 0.266%** [1.99] Private firm (dummy) 0.105% [0.74] Log family AUM Log fund age (years) Stock returns (prioryr) -0.203% [1.35] 0.142% [0.81] 0.204% [1.08] 0.040% [0.23] 0.182% [0.89] -0.029% [0.15] -1.069% [1.16] -0.458% [0.50] -0.647% [0.75] 0.241% [0.35] -2.065% [0.99] 2.261% [1.38] -0.696% [0.42] -0.114% [0.87] Log parent marketcap Observations Return decile dummies Time dummies Fund style dummies -0.029% [0.20] 3.431%* [1.82] 307545 YES YES YES 307544 YES YES YES 142229 YES YES YES 142228 YES YES YES 104921 YES YES YES 104920 YES YES YES 46 Table 7: Fund flows for different types of distribution networks Table 7 shows results of fixed effects regressions around the event window [-6,12] and panel regressions, of flows on event dummies and dummy variables representing categories of primary fund distribution network. The seven types of distribution network are Bank Proprietary, Direct, Institutional, Insurance, Non-Proprietary, Proprietary, and Other. Bank Proprietary, Insurance, and Proprietary distribution channels use brokers affiliated with the management company (bank, insurance, and securities respectively) to sell shares to retail investors. Non-Proprietary distribution channels use brokers unaffiliated with the management company to sell shares to retail investors. Funds also use Direct distribution channels to sell directly to retail investors, and Institutional distribution channels to sell to institutional (high net worth or pension plan) clients. Other mostly consists of fund sales to investors who are members of a group or organization (often non-profit, fraternal, or religious) that owns or runs the fund’s management company. Panel A shows estimated coefficients from fixed effects regressions across the event window [-6,12] of match-adjusted Fund flows (%) on the post-announcement dummy variable, POSTANN, and interaction terms of POSTANN with different distribution channel variables. AFFILIATED is a dummy variable that equals one if the fund’s primary distribution channel is affiliated with the advisor (Bank Proprietary, Insurance, Proprietary), and zero otherwise. CHANNEL_CHG equals one if the fund changed its primary distribution channel in the year after the event, and zero otherwise. Columns (1) and (2) only include funds that did not change primary distribution channel while column (3) includes all funds undergoing an event. Panel B shows estimated coefficients on dummies for each type of distribution channel (where Other is the omitted class of distribution network) along with the standard fund and parent controls used in Table 4, time dummies, fund style dummies, and prior return decile dummies for each of the previous five years. The sample period for all regressions runs from January 1995 to December 2012. Tstatistics, using standard errors clustered at the management company level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Panel A: Fixed effects regression of fund flows (match-adjusted) around event [-6,12] Changes: All All All Changes Changes Changes Timing around event (1) (2) (3) POSTANN (dummy) -0.537%*** 0.107% -0.485%*** [3.63] [0.37] [3.96] POSTANN × AFFILIATED 0.181% [0.72] POSTANN × CHANNEL_CHG POSTANN × Bank Proprietary -0.502% [1.34] POSTANN × Direct -0.220% [0.49] POSTANN × Institutional -0.771%* [1.82] POSTANN × Insurance -1.169%* [1.78] POSTANN × Non-Proprietary -0.778%** [2.36] POSTANN × Proprietary -0.231% [0.47] Observations Includes changes in dist channel? Fund-Event FE -0.178% [0.41] 12502 NO YES 12502 NO YES 13842 YES YES 47 Panel B: OLS panel regression including controls for primary distribution channel Dep.Var: Monthly Fund Flows (%) Changes: All Public Parent Pub. Non AM Predictor Variables (1) (2) (3) PREANN (dummy) -0.119% -0.029% 0.091% [0.82] [0.16] [0.52] POSTANN (dummy) -0.426%*** [3.53] Bank Proprietary (dummy) -0.304% [1.51] 0.029% [0.16] -0.015% [0.08] 0.078% [0.39] 0.274% [1.23] 0.310% [1.56] -0.154% [0.74] 0.074% [0.32] 0.078% [0.33] Direct (dummy) Institutional (dummy) 0.655%*** [3.07] 1.139%*** [4.19] 1.109%*** [3.78] Non-Proprietary (dummy) 0.261% [1.27] 0.400%* [1.76] 0.359% [1.61] -0.155% [0.66] 0.102% [0.39] 0.076% [0.26] Observations Fund Controls Return decile dummies Time dummies Fund style dummies -0.504%*** [2.88] Insurance (dummy) Proprietary (dummy) -0.553%*** [3.14] 331598 YES YES YES YES 154784 YES YES YES YES 113769 YES YES YES YES 48 Table 8: Regressions of fund flows on event window indicator variables for retail vs. institutional classes Table 8 presents estimated coefficients from OLS regressions of fund flows on event window indicators and various fundlevel and parent-level control variables. Unlike other regressions in this paper, the observations used in this table are at the fund class-month level, and Log fund AUM, Log fund age (years), and Log expense ratio are also calculated separately for each fund class. In columns (1), (3), (5), the sample consists of retail classes of mutual funds, while columns (2), (4), and (6), the sample includes classes open only to institutions. PREANN and POSTANN indicate timing around event windows (see Table 3 for precise definitions) and all other controls are defined in Table 2. Columns (1) and (2) include all funds, while columns (3) and (4) restrict the sample to funds (and events) with public management companies, and columns (5) and (6) only include funds whose management firms have a publicly-traded parent whose primary business is not asset management (see Table 1 for definition). Observations are weighted by the class’s percentage (using AUM) of the total fund’s AUM in that month so that each fund has the same weight. All specifications include time dummies, fund style dummies, and prior return decile dummies for each of the previous five years. The sample period for all regressions is from January 1995 to December 2012. T-statistics, using standard errors clustered by fund family, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Dep Var: Changes: All Changes Investor Class: Retail Institutional Predictor Variables (1) (2) PREANN (dummy) -0.077% -0.062% [0.41] [0.25] POSTANN (dummy) -0.429%*** [3.16] Log fund AUM -0.078%*** [4.00] Log family AUM 0.029%* [1.76] -0.229% [1.11] Monthly Fund Flows (%) Public Parent Retail Institutional (3) (4) 0.011% 0.109% [0.04] [0.40] Public Non AM Retail Institutional (5) (6) 0.084% 0.098% [0.39] [0.27] -0.701%*** [3.44] -0.207% [0.73] -0.692%*** [3.21] 0.055%* [1.71] -0.101%*** [3.16] 0.040% [0.85] 0.015% [0.49] 0.099%*** [3.19] 0.105%** [2.31] 0.068%** [1.99] 0.112%** [2.29] -0.047% [1.30] -0.176% [0.58] 0.057% [1.08] Log fund age (years) -0.456%*** [15.12] -0.804%*** [10.77] -0.381%*** [8.85] -0.836%*** [8.74] -0.377%*** [6.62] -0.818%*** [7.40] Log expense ratio -0.239%*** [3.26] -0.045% [0.34] -0.535%*** [4.36] -0.093% [0.45] -0.450%*** [3.46] -0.084% [0.39] -0.638%* [1.75] -0.596% [0.72] -0.681% [1.47] -1.073% [1.36] Private firm (dummy) 0.293%*** [3.78] 0.346%*** [2.37] Log parent marketcap Stock returns (prioryr) Observations Return decile dummies Time dummies Fund style controls 5.437%*** [3.74] 522002 YES YES YES 138890 YES YES YES 276283 YES YES YES 4.206%* [1.90] 80009 YES YES YES 2.743%** [2.10] 192133 YES YES YES 4.175%* [1.84] 62391 YES YES YES 49 Table 9: Regressions of fund flows on event window indicators for high vs. low expense funds Table 9 presents estimated coefficients from OLS regressions of fund flows on event window indicators and various fundlevel and parent-level control variables. In columns (1), (3), (5), the sample is restricted to funds with above-median expense ratios (for the month), while columns (2), (4), and (6) only contain funds with below-median expense ratios (for the month). PREANN and POSTANN indicate timing around event windows, and all other controls are defined in Table 2. Columns (1) and (2) include all funds, while columns (3) and (4) restrict the sample to funds (and events) with public management companies, and in columns (5) and (6) only includes funds whose management firms have a publicly-traded parent whose primary business is not asset management (see Table 1 for definition). All specifications include time dummies, fund style dummies, and prior return decile dummies for each of the previous five years. The sample period for all regressions is from January 1995 to December 2012. T-statistics, using standard errors clustered at the management company level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Dep Var: Changes: All Changes Investor Class: High Exp. Low Exp. Predictor Variables (1) (2) PREANN (dummy) -0.028% -0.245% [0.12] [1.61] Monthly Fund Flows (%) Public Parent High Exp. Low Exp. (3) (4) -0.038% -0.082% [0.14] [0.38] POSTANN (dummy) -0.440%*** [2.72] -0.434%*** [3.32] -0.600%** [2.25] -0.531%*** [2.95] -0.614%** [2.30] Log fund AUM -0.089%*** [3.22] -0.003% [0.12] -0.134%*** [3.79] -0.008% [0.18] -0.063% [1.42] 0.074%*** [3.67] 0.021% [0.86] 0.146%*** [4.45] 0.101%** [2.54] 0.113%*** [3.13] 0.088%** [2.06] -0.257%*** [3.56] -0.295%*** [4.86] -0.261%*** [2.89] -0.305%*** [4.15] -0.478% [1.60] -0.031% [0.26] -0.526% [1.51] -0.043% [0.35] -0.415% [0.97] -0.806% [1.43] -0.746% [1.44] -1.168%* [1.79] Log family AUM Log fund age (years) -0.410%*** [7.05] Log expense ratio -0.279% [1.30] Private firm (dummy) 0.366%*** [3.67] -0.344%*** [7.03] 0.007% [0.10] Stock returns (prioryr) 170911 YES YES YES -0.439%** [2.35] 0.041% [0.88] 0.205%** [2.17] Log parent marketcap Observations Return decile dummies Time dummies Fund style dummies Public Non AM High Exp. Low Exp. (5) (6) 0.205% -0.019% [0.88] [0.08] 164207 YES YES YES 5.631%*** [3.36] 4.027%** [2.45] 79010 YES YES YES 76637 YES YES YES 2.990%* [1.90] 3.290%* [1.82] 58163 YES YES YES 56361 YES YES YES 50 Table 10: Regressions of fund flows on event window indicator variables – pre- and post-effective date Table 10 presents estimated coefficients from OLS regressions of fund flows on event window indicators and various fundlevel and parent-level control variables. In each specification, the dependent variable is Fund Flows (%) and the variables of interest include PREANN (defined in Table 3), POSTANN_PREEFF, a dummy variable that equals one for all fundmonth observations from announcement month t until T–1, where T is the effective date of the ownership change. Finally, POSTANN_POSTEFF is a dummy variable that equals one for all fund-month observations from month T until t+12. All controls are defined in Table 2. Column (1) includes all funds, while column (2) restricts the sample to funds (and events) with public management companies, and column (3) only include funds whose management firms have a publicly-traded parent whose primary business is not asset management (see Table 1 for definition). All specifications include time dummies, fund style dummies, and prior return decile dummies for each of the previous five years. The sample period for all regressions is from January 1995 to December 2012. T-statistics, using standard errors clustered at the management company level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Dep Var: Changes: Predictor Variables PREANN (dummy) All Changes (1) -0.125% [0.83] POSTANN_PREEFF (dummy) -0.361% ** [2.16] -0.379% [1.43] -0.236% [1.08] POSTANN_POSTEFF (dummy) -0.480% *** [3.68] -0.726%*** [4.22] -0.735%*** [4.01] Log fund AUM -0.042% ** [1.98] -0.067%** [2.06] -0.006% [0.15] Log family AUM Log fund age (years) 0.046% ** [2.53] 0.119%*** [3.85] 0.093%*** [2.79] -0.372% *** [9.59] -0.272%*** [5.68] -0.283%*** [4.75] Log expense ratio 0.150% ** [2.19] Private firm (dummy) 0.279% *** [3.49] Log parent marketcap Stock returns (prioryr) Observations Return decile dummies Time dummies Fund style dummies Monthly Fund Flows (%) Public Public Parent Non AM (2) (3) -0.063% 0.047% [0.34] [0.26] 335118 YES YES YES 0.025% [0.25] 0.035% [0.34] -0.528% [1.39] -0.887%* [1.85] 5.062%*** [3.86] 3.417%*** [2.85] 155647 YES YES YES 114524 YES YES YES 51 Table 11: Other alternative explanations Table 11 present estimated coefficients from OLS regressions of fund flows (and fund returns in Panel D) on event window indicators, and various controls. In Panel A, fund-month observations from January 1999 through December 2000 are excluded to test whether the paper’s results can be explained by unusual phenomena surrounding the growth and bursting of the dot-com bubble. In Panel B, fund flows are regressed on Fund closure, a dummy variable that equals one in the six months prior to a fund closure, and zero otherwise. In Panel C, fund flows are regressed on Manager change, a dummy variable which equals one in the five months before, the month of, and six months after a manager change, and zero otherwise. In Panel D, the dependent variable is fund returns instead of fund flows. All specifications include standard fund and parent controls used in Table 4, time dummies, fund style dummies, and prior return decile dummies for each of the previous five years. The sample period for regressions in Panels B, C, and D is from January 1995 to December 2012. The same sample period, except for 1999 and 2000, is used in Panel A. T-statistics, using standard errors clustered at the management company level, are shown in brackets. *, **, and *** indicate statistical significance at the 10%, 5%, and 1% levels, respectively. Panel A: Excluding observations from dot-com bubble period (1999-2000) Dep.Var: Monthly Fund Flows (%) Changes: All Public Parent Public Non AM Predictor Variables (1) (2) (3) PREANN (dummy) -0.075% 0.077% 0.029% [0.47] [0.41] [0.15] POSTANN (dummy) Observations Fund controls Return decile dummies Time dummies Fund style dummies Panel B: Controlling for upcoming fund closure Dep.Var: Changes: Predictor Variables PREANN (dummy) -0.364%*** [2.95] -0.556%*** [3.13] -0.543%*** [2.95] 300439 YES YES YES YES 139707 YES YES YES YES 102980 YES YES YES YES All (1) -0.161% [1.08] Monthly Fund Flows (%) Public Parent Public Non AM (2) (3) -0.104% 0.008% [0.56] [0.05] POSTANN (dummy) -0.381%*** [3.18] -0.502%*** [2.87] -0.444%** [2.53] Fund closure (dummy) -1.960%*** [18.87] -1.822%*** [13.18] -1.818%*** [11.42] Observations Fund controls Return decile dummies Time dummies Fund style dummies 335118 YES YES YES YES 155647 YES YES YES YES 114524 YES YES YES YES 52 Panel C: Controlling for upcoming or recent manager change Dep.Var: Monthly Fund Flows (%) Changes: All Public Parent Public Non AM Predictor Variables (1) (2) (3) PREANN (dummy) -0.118% -0.048% 0.053% [0.79] [0.25] [0.30] POSTANN (dummy) -0.439%*** [3.65] -0.575%*** [3.28] -0.536%*** [3.07] Manager change (dummy) -0.316%*** [6.95] -0.350%*** [5.69] -0.261%*** [3.94] 335118 YES YES YES YES 155647 YES YES YES YES 114524 YES YES YES YES Observations Fund controls Return decile dummies Time dummies Fund style dummies Panel D: Effect of event announcement on fund returns Dep.Var: Changes: All Predictor Variables (1) PREANN (dummy) 0.020% [0.26] POSTANN (dummy) Observations Fund controls Return decile dummies Time dummies Fund style dummies 0.019% [0.37] 335118 YES YES YES YES Fund Net Returns (%) Public Parent Public Non AM (2) (3) 0.116% 0.053% [1.02] [0.60] -0.028% [0.34] 155647 YES YES YES YES -0.101% [1.51] 114524 YES YES YES YES 53 Figure 1 Figure 1 depicts (in blue) average match-adjusted flows for all events starting six months prior to the announcement date and ending twelve months after the announcement date. Upper and lower confidence boundaries (for a 5% level of statistical significance) are also shown. Note that these are not cumulative flows but average flows in each event window month. Monthly match-adjusted fund flows around events All parent company changes 0.8% 0.6% 0.4% Fund flows (%) 0.2% 0.0% -­‐6 -­‐5 -­‐4 -­‐3 -­‐2 -­‐1 0 1 2 3 4 5 6 7 8 9 10 11 12 -­‐0.2% -­‐0.4% -­‐0.6% -­‐0.8% -­‐1.0% -­‐1.2% Months prior to or after event 54 Figure 2 Figure 2 depicts (in blue) average match-adjusted flows for ownership changes involving non asset-management public parent companies starting six months prior to the announcement date and ending twelve months after the announcement date. Upper and lower confidence boundaries (for a 5% level of statistical significance) are also shown. Note that these are not cumulative flows but average flows in each event window month. Monthly match-adjusted fund flows around events Public non asset-managers only 1.5% 1.0% Fund flows (%) 0.5% 0.0% -­‐6 -­‐5 -­‐4 -­‐3 -­‐2 -­‐1 0 1 2 3 4 5 6 7 8 9 10 11 12 -­‐0.5% -­‐1.0% -­‐1.5% -­‐2.0% -­‐2.5% -­‐3.0% Months prior to or after event 55