# Patent

## Title
System and method for implementing an investment company that issues a class of conventional shares and a class of exchange-traded shares in the same fund

## Abstract

A system is provided for administering a single investment company that issues one or more classes of shares that are bought from and redeemed with the single investment company at a net asset value and issues one or more classes of shares that are listed for trading on a securities exchange and that are bought and sold at negotiated market prices. One or more computers maintain account data of the outstanding shares. An owner of any share of any share class has an undivided interest in the single investment company.

## Background
CROSS-REFERENCE TO RELATED APPLICATIONS
This application is a continuation of copending U.S. application Ser. No. 13/084,199 filed Apr. 11, 2011, which is a continuation of U.S. application Ser. No. 12/781,203 filed May 17, 2010, now U.S. Pat. No. 7,925,573, which is a continuation of U.S. application Ser. No. 12/036,626 filed Feb. 25, 2008, now U.S. Pat. No. 7,720,749, which is a continuation of U.S. application Ser. No. 11/093,183 filed Mar. 28, 2005, now U.S. Pat. No. 7,337,138, which is a continuation of U.S. application Ser. No. 09/801,128 filed Mar. 7, 2001, now U.S. Pat. No. 6,879,964. The entire disclosures of each of these prior applications are incorporated herein by reference.


COPYRIGHT NOTICE AND AUTHORIZATION
Portions of the documentation in this patent document contain material that is subject to copyright protection. The copyright owner has no objection to the facsimile reproduction by anyone of the patent document or the patent disclosure as it appears in the Patent and Trademark Office file or records, but otherwise reserves all copyright rights whatsoever.
BACKGROUND OF THE INVENTION
Investment companies are corporations or trusts that are in the business of buying and selling securities. Such companies issue shares that are bought by investors. The value of an investment company's shares is measured by adding up the value of the securities it owns (and any other assets), subtracting liabilities, and dividing by the number of outstanding shares. This figure is known as the investment company's “net asset value” (NAV). It is typically calculated once per day, at the close of the financial markets.
There are three main types of investment companies: open-end funds, closed-end funds, and unit investment trusts (UITs). The shares issued by open-end funds and UITs are redeemable, i.e., they can be tendered back to the issuer in exchange for cash (or in rare cases securities) in an amount equal to the NAV of the shares tendered. Closed-end fund shares are not redeemable. To provide liquidity to an investment in a closed-end fund, the fund sponsor typically lists the shares for trading on a stock exchange. After the initial issuance of shares by a closed-end fund, the fund's shares are bought and sold over the exchange at market prices determined by supply and demand.
Investors who want to sell shares of a closed-end fund can do so at any time that the stock exchange is open at the then-current market price. The market price of a closed-end fund's shares differ from, and are often well below, the NAV of those shares. Shares of open-end funds and UIT's, by contrast, can be redeemed only at the NAV determined at the end of the day.
A hybrid investment company, commonly known as an “exchange-traded fund” (ETF), has recently arisen that seeks to provide investors with the best aspects of closed-end funds (intra-day liquidity) on the one hand and open-end funds and UITs (redeeming one's shares at or above NAV) on the other. ETF's are open-end funds or UIT's whose shares are listed for trading on a stock exchange. (The shares issued by ETFs are referred to herein as “ETSs,” for “exchange-traded shares.”) Unlike the conventional shares issued by open-end funds or UIT's, ETSs have certain characteristics that more closely resemble common stock or the shares of closed-end funds:
(1) ETSs are listed for trading on a stock exchange;
(2) ETSs may be bought and sold at any time during the exchange's trading hours at prevailing market prices; and
(2) The market price of ETSs fluctuates throughout the day based on supply and demand.
Although there is no requirement that they do so, ETSs issued to date track stock indices, such as the S&P 500 Index or the Nasdaq 100 Index. ETSs are particularly popular with short-term investors and traders, market timers, and speculators.
The current approach taken by an investment company sponsor that wants to offer ETSs is to create a new investment company for that purpose. The new investment company issues the ETSs. Shareholders are allowed to buy or sell the ETSs which are held in brokerage accounts.
Investment company sponsors that do not currently provide ETSs face competitive pressures to offer ETSs to their shareholders so as to retain the assets of the existing shareholders who prefer ETSs to conventional fund shares, and to attract the assets of new shareholders who may wish to trade ETSs as part of their portfolio. However, there are significant disadvantages to the current approach of creating a new investment company to offer ETSs to customers:
(1) Creation of a new investment company creates additional overhead costs for the sponsor.
(2) In the case of an index fund, a new investment company may not immediately attract a sufficient quantity of assets to accurately track its target index.
(3) Lack of cash purchases into an investment company, no matter what its size, impedes the ability of the company to track its target index and adjust the portfolio of securities.
Accordingly, there is an unmet need for a scheme that would allow investment company sponsors to offer ETSs without having to create new investment companies for this purpose. The present invention fulfills such a need.



BRIEF DESCRIPTION OF THE DRAWING
The foregoing summary as well as the following detailed description of preferred embodiments of the invention, will be better understood when read in conjunction with the appended drawing. For the purpose of illustrating the invention, there is shown in the drawing an embodiment that is presently preferred. It should be understood, however, that the invention is not limited to the precise arrangements and instrumentalities shown. In the drawing:
FIG. 1 shows a schematic block diagram of one preferred embodiment of the present invention.



BRIEF SUMMARY OF THE INVENTION
An investment company issues one or more classes of conventional shares that are bought from and redeemed with the company (either directly or through an intermediary) at NAV, and one or more classes of shares that are listed for trading on a national securities exchange and that are bought and sold at negotiated market prices. Account data for outstanding shares of all classes of shares are maintained in one or more computers. The investment company may be an open-end fund, a closed-end fund, or a UIT. The investment company could have an investment objective of tracking a specific target index of securities or the investment company could be actively managed by an investment advisor.
A shareholder can acquire ETSs of the investment company in one of three ways:
(1) by purchasing the ETSs in the secondary market through a broker, at the prevailing market price;
(2) by converting a designated number of conventional shares into ETSs issued by the same company with an equal NAV; or
(3) if the purchaser is pre-approved as an “authorized participant,” by acquiring a predetermined number of ETSs directly from the issuing fund in exchange for a specified or individually negotiated basket of securities (or securities and cash) with an equal NAV.
DETAILED DESCRIPTION OF THE INVENTION
Certain terminology is used herein for convenience only and is not to be taken as a limitation on the present invention. In the drawings, the same reference letters are employed for designating the same elements throughout the several figures.
The present invention provides a computer-implemented process of administering an investment company. The investment company offers multiple share classes, including at least one class of conventional shares and at least one class of ETSs. Thus, in contrast to the current approach of offering ETSs by creating a new investment company that offers only ETSs, the present invention permits a sponsor to offer ETSs as a separate share class of a multi-class fund. The present invention could be used by existing investment companies that offer only conventional shares to provide ETSs to investors. Alternatively, the present invention could be used by newly established investment companies to provide both conventional shares and ETSs to investors.
The investment company could be an open-end fund (e.g., open-end mutual fund), a closed-end fund (e.g., closed-end mutual fund), or a UIT. The ETSs issued by the investment company are publicly listed and traded on a national stock exchange, such as the American Stock Exchange (AMEX). The investment company could have an investment objective of tracking a specific target index of securities (i.e., an index fund). Alternatively, the investment company could be actively managed by an investment advisor in a manner that does not attempt to track a target index.
Creating a new ETS class of an investment company that also offers conventional shares provides the following benefits:
(1) The investment company sponsor will incur less overhead costs since it is cheaper to create an additional share class of an existing fund than to create a new fund.
(2) An investment company that offers more classes may attract more assets. All other things being equal, an investment company with more assets generally can track its target index more accurately.
(3) Redemptions from the exchange-traded class will be fulfilled in kind by selecting the lowest cost lots of each stock distributed. This process reduces the unrealized capital gains that currently exist in an existing fund, thereby benefiting existing shareholders.
(4) The intra-day trading feature of the ETS class will draw market timers out of the conventional shares, where they cause problems, into the ETSs, where they do not. Market timers cause problems because their frequent purchase and redemption requests cause a fund to buy and sell portfolio securities more often, which increases transaction costs (e.g., brokerage commissions) and administrative costs (e.g., processing the timer's trades, sending out confirmations). Additional costs lower the fund's performance and make it harder for the fund to track its target index. In addition, frequent portfolio transactions can increase the fund's realization of capital gains. The uncertainty of frequent cash flows makes it more difficult to keep the portfolio appropriately balanced. These problems do not occur when the market timers hold ETSs because a timer's frequent trading of ETSs is effected on the secondary market with other investors, and does not affect the fund's portfolio.
(5) The conversion feature allows market timers and other investors to move from the conventional share class to the ETS class without disrupting the fund's portfolio. If market timers had to redeem conventional shares of a fund to move to an ETS class of the same fund or to an exchange-traded fund with the same investment objective, the fund would have to sell portfolio securities, causing the problems described above. The conversion feature eliminates those problems. It permits market timers and other investors to move from one class of shares to another without incurring capital gains because, under Internal Revenue Service rules, exchanges between classes of the same fund are not taxable transactions.
In one preferred embodiment of the present invention, ETSs may be acquired in one of three different ways:
(1) If a shareholder owns conventional shares in the multi-class investment company, the shareholder may acquire ETSs by requesting conversion of a designated number or dollar value of conventional shares to a monetarily equivalent number of ETSs. The shareholder's account data is then updated to reflect the new number of conventional shares and ETSs.
(2) An investor may purchase ETSs directly from the investment company in exchange for a basket of securities of generally equivalent monetary value. Preferably, the direct purchase requires a purchase of a predetermined number of ETSs, known as a “Creation Unit.” The account data is then updated to include the newly purchased shares. A “Creation Unit” will preferably cost millions of dollars, and thus, Creation Units will be purchased primarily by institutional investors who have been pre-approved.
(3) An investor may purchase ETSs on the secondary market through a broker. The account data of the investor is then updated to reflect the new number of shares held by the investor.
In one preferred embodiment of the present invention, ETSs may be sold or redeemed in one of two different ways:
(1) An investor may redeem ETSs directly with the mutual fund in exchange for a basket of securities of generally equivalent monetary value. Preferably, only Creation Units may be redeemed in this manner.
(2) A shareholder may sell ETSs directly on the secondary market through a broker.
In one preferred embodiment of the present invention, a conversion from ETSs to conventional shares will not be permitted.
The investment company of the present invention is less likely to suffer from the disruptive effects of short-term investors. As discussed above, short-term investors raise expenses by forcing an investment company to incur brokerage expenses and other transaction costs as portfolio securities are bought and sold to meet frequent purchase and redemption requests. They also increase the chance that the investment company might have to sell stock to raise cash to pay a redeeming shareholder, causing the fund to incur capital gains and decreasing the tax efficiency of the fund. They also make it more difficult to ensure that the portfolio is appropriately invested with the desired amount of cash on hand. The present invention may also make it possible for an investment company to track its target index more closely by reducing transaction costs, reducing the need for the fund to hold cash reserves to meet redemption requests, and spreading fixed costs over a larger asset base, thereby helping the investment company realize further economies of scale.
In addition to the benefits listed above, the present invention will have the added benefit of making available, in response to market demand, a security that provides a low-cost market basket product for investors that offers intra-day liquidity. Short-term investors are expected to prefer ETSs to conventional shares when selecting the class of shares that the investor wishes to hold in the investment company.
One example of a commercial implementation of the present invention is provided in Appendices A and B. In the example, selected funds of The Vanguard Group offer a conventional class of shares, and a class of ETSs referred to as the VIPER Share Class. VIPER is an acronym for Vanguard Index Participation Equity Receipts. VIPER shares are thus a class of exchange-traded securities that represent an interest in a portfolio of stocks held by a particular Vanguard index mutual fund.
Appendix A includes selected portions of a prospectus of a Registration Statement for VIPER shares. Appendix B includes selected portions of a Statement of Additional Information (SAI) of a Registration Statement for VIPER shares.
FIG. 1 shows a schematic block diagram of a system 10 in one preferred embodiment of the present invention. The system 10 coincides with the description of the investment company set forth in the Registration Statement.
The system 10 includes an investment company 12, investors A, B and C (labeled as 14, 16 and 18, respectively), a market maker or specialist 19, brokers 20 and a clearinghouse 22. The investment company 12 includes a first processor 24 that records one or more classes of conventional shares issued by the investment company 12, and a second processor 26 that records one or more classes of ETSs issued by the investment company 12. In the presently described embodiment, the first processor 24 records one class of conventional shares issued by the investment company 12, such as a class of conventional shares that has a relatively small minimum investment of $1,000 or $3,000 (“investor shares”). Alternatively, the class of conventional shares could have a relatively large minimum investment, such as $10 million (“institutional shares”). In the presently described embodiment, the second processor 26 records one class of ETSs issued by the investment company 12. However, the scope of the present invention includes embodiments wherein plural classes of ETSs are issued. The investment company 12 also includes a computer 28 for maintaining shareholder account data. For each shareholder of the investment company 12, the computer 28 maintains a record of the amount of conventional shares.
Investor A represents one or more investors who have purchased conventional investor shares in exchange for cash. Investor B represents one or more investors who have purchased conventional institutional shares.
Investors who wish to purchase VIPER shares in quantities smaller than a Creation Unit must purchase the shares on the secondary market through a broker. This process is represented by the investors C (labeled as 18), the brokers 20, the market maker or specialist 19, and the clearinghouse 22.
A market maker is a financial entity that maintains firm bid and offer prices in a given security by standing ready to buy or sell round lots at publicly quoted prices. On an exchange, a specialist is the member firm that makes a market in the stock and maintains the limit order book. In the present invention, the market maker or specialist 19 (hereafter, “the market maker 19”) purchases VIPER shares in Creation Units from the investment company 12 which are settled through the clearinghouse. The market maker 19 has a computer 37 for tracking its account data. In the current financial industry, the clearinghouse 22 is the Depository Trust Company (DTC). The DTC is a national clearinghouse for the settlement of trades in corporate and municipal securities and performs securities custody-related services for its participating banks and broker-dealers. DTC is owned by members of the financial industry and by their representatives who are its users. The use of other clearinghouses is within the scope of the present invention.
If an investor C wants to purchase VIPER shares, the investor C places an order with its broker 20. The broker 20 then purchases the VIPER shares from the market maker 19 for the investor C. In this example, the brokers 20 are labeled as broker 34 (broker 1) and broker 36 (broker n). Each broker 34, 36 has a computer for tracking brokerage account data for its shareholders, labeled as elements 38 and 40, respectively. Each broker 34, 36 may have many investors. In this example, investor 42 (investor C11) and investor 44 (investor C1n) have accounts with broker 34, and investor 46 (investor Cn1) and investor 48 (investor Cnn) have accounts with broker 36.
The clearinghouse 22 also tracks and records all VIPER shares that are issued as a result of a conversion of conventional shares to VIPER shares. Thus, the clearinghouse 22 has a record of all outstanding VIPER shares issued by the investment company 12. In one preferred embodiment of the present invention, a broker 20 executes the conversion through the same process described above for investors C. That is, the shareholder places the conversion request directly with a broker.
FIG. 1 shows only purchase transactions. Sell-type transactions are performed by a reverse of the purchase transactions with the exception noted above that a shareholder cannot convert a VIPER share into a conventional share.
The present invention may be implemented with any combination of hardware and software. If implemented as a computer-implemented apparatus, the present invention is implemented using means for performing all of the steps and functions described above.
The present invention can be included in an article of manufacture (e.g., one or more computer program products) having, for instance, computer useable media. The media has embodied therein, for instance, computer readable program code means for providing and facilitating the mechanisms of the present invention. The article of manufacture can be included as part of a computer system or sold separately.
It will be appreciated by those skilled in the art that changes could be made to the embodiments described above without departing from the broad inventive concept thereof. It is understood, therefore, that this invention is not limited to the particular embodiments disclosed, but it is intended to cover modifications within the spirit and scope of the present invention.

## Claims

1. A system comprising:
(a) one or more first computers configured to:
(i) receive, from one or more investors, data representing purchase or sell orders on a secondary market for a first class of shares issued by a single investment company that are listed for trading on a national securities exchange and that are bought and sold at negotiated market prices,
wherein the single investment company has also issued a second class of shares that are bought from and redeemed with the single investment company at a net asset value, and
wherein an owner of any share of the first or second class of shares has an undivided interest in the single investment company;
(ii) maintain account data for each of the one or more investors that reflects the number of shares of the first class of shares held by the investor; and
(iii) send the data representing the purchase or sell orders to a second computer; and

(b) one or more second computers in electronic communication with the one or more first computers, the one or more second computers configured to:
(i) maintain firm bid and offer prices in the first class of shares by automatically buying or selling shares of the first class of shares at publicly quoted prices;
(ii) receive data representing the purchase or sell orders from the one or more first computers;
(iii) automatically fulfill the purchase or sell orders by providing data to the one or more broker computers indicating the purchase or sale is complete; and
(iv) generate data representing a basket of securities that has an equivalent monetary value to a predetermined number of shares of the first class of shares.

2. The system of claim 1, wherein the one or more first computers comprise one or more broker computers and the one or more second computers comprise one or more market maker computers.

3. The system of claim 1 wherein the one or more first computers are further configured to:
(v) send an electronic request to the single investment company to convert a designated number or dollar value of shares of the second class of shares that are bought from and redeemed with the single investment company at a net asset value for a monetarily equivalent number of shares of the first class of shares that are listed for trading on a national securities exchange to the single investment company.

4. The system of claim 1 wherein the one or more second computers are further configured to:
(v) send the data representing the basket of securities to the single investment company.

5. A system comprising:
(a) a first processor which records a first class of shares issued by the single investment company that are bought from and redeemed with the single investment company at a net asset value;
(b) a second processor which records a second class of shares issued by the single investment company that are listed for trading on a national securities exchange and that are bought and sold at negotiated market prices,
wherein the second class of shares are exchange-traded shares,
wherein investors may purchase or sell the exchange-traded shares on the secondary market by sending a request through one or more first computers, and
wherein account data for each of investors is maintained at the one or more first computers to reflect the number of shares of the second class of shares held by the investor;

(c) one or more second computers that maintain data of the outstanding shares of the first and second class of shares,
wherein an owner of any share of any share class has an undivided interest in the single investment company;

(d) a third processor configured to:
(i) receive and implement an electronic request for conversion of a designated number or dollar value of shares belonging to the first class of shares that are bought from and redeemed with the single investment company at a net asset value for a monetarily equivalent number of shares of the second class of shares that are exchange-traded shares of the single investment company; and
(ii) update the data in the one or more second computers to reflect the new number of outstanding shares of the first and second class of shares.

6. The system of claim 5 wherein the second processor is in communication with a third computer, and wherein:
the third computer maintains data on all exchange-traded shares issued by the single investment company,
the third computer is in communication with a fourth computer that maintains firm bid and offer prices in the second class of shares by automatically buying or selling shares of the second class of shares at publicly quoted prices,
the fourth computer is in communication with the one or more first computers, and
the one or more first computers communicate purchase or sell orders of the second class of shares to the fourth computer on behalf of the one or more investors to fulfill the investor's purchase or sell order.

7. The system of claim 6 further comprising:
(e) a fourth processor configured to:
(i) receive, from the third computer, data representing a basket of securities that has an equivalent monetary value to a predetermined number of shares of the second class of shares,
wherein the predetermined number of shares comprises a Creation Unit;
(ii) provide data representing a Creation Unit of shares of the second class of shares to the third computer in response to receiving the data representing the basket of securities,
wherein the third computer provides the data representing the Creation Unit to an authorized participant; and
(iii) update the data in the one or more second computers to reflect the newly purchased shares of the second class of shares.

8. The system of claim 6 wherein the first computer comprises a broker computer; the third computer comprises a clearinghouse computer, and the fourth computer comprises a market maker computer.

9. The system of claim 5 wherein the one or more second computers do not maintain account data that reflects the number of shares of the second class of shares held by investors and are located at the single investment company.

10. A method comprising:
(a) issuing, by a processor, a first class of shares, wherein shares of the first class of shares are bought from and redeemed with a single investment company by one or more shareholders at a net asset value;
(b) maintaining account data in one or more computers at the investment company representative of the number of shares of the first class of shares held by each of the one or more shareholders;
(c) generating electronic data identifying the names and number of shares of securities that comprise a basket of securities;
(d) receiving, at a processor, data representing the basket of securities from a first entity that has an equivalent monetary value to a predetermined number of shares of a second class of shares,
wherein the predetermined number of shares comprises a Creation Unit;
wherein shares of the second class of shares are listed for trading on a national securities exchange; and
wherein shares of the second class of shares are bought and sold by one or more investors at negotiated market prices through one or mores second entities;

(e) issuing, by a processor, the Creation Unit of shares of the second class of shares in response to receiving the data representing the basket of securities;
(f) sending data representing the Creation Unit of shares of the second class of shares to the first entity; and
(g) maintaining data in the one or more computers at the investment company of the total number of outstanding shares of the first class of shares and the second class of shares,
wherein an owner of any share of the first class of shares and the second class of shares has an undivided interest in the single investment company.

11. The method claim 10 further comprising:
(h) receiving, at a processor, an electronic request from one of the one or more second entities to convert a designated number or dollar value of shares of the first class of shares that are bought from and redeemed with the single investment company at a net asset value for a monetarily equivalent number of shares of the second class of shares that are listed for trading on a national securities exchange;
(i) implementing the electronic request, wherein implementing the electronic request comprises:
(i) determining, by a processor, the equivalent number of the second class of shares corresponding to the designated number or dollar value of shares of the first class of shares,
(ii) maintaining, by a computer, a whole number of the second class of shares in an account based on the equivalent number of shares, and
(iii) maintaining, by a computer, a fractional number of shares of the first class of shares in an account based on the equivalent number of shares less the whole number of shares of the second class of shares.

12. The method of claim 10 wherein the shares of the second class of shares that are bought and sold by the one or more investors at negotiated market prices through the one or more second entities are electronically purchased by the one or more second entities from the first entity using a computer, and
wherein the first entity maintains firm bid and offer prices in the second class of shares by automatically buying or selling shares of the second class of shares at publically quoted prices.

13. The method of claim 10 wherein each Creation Unit comprises at least 30,000 shares of the second class of shares.

14. The method of claim 10 wherein the value of each Creation Unit of the second class of shares is at least $1,000,000.

15. The method of claim 10 further comprising:
(h) calculating, by a processor, the net asset value of each share of the first class of shares once per day at the close of a finance market.

16. The method of claim 10 wherein account data representative of the number of shares of the second class of shares held by each of the one or more investors is maintained in one or more computers at the one or more second entities and not in the one or more computers at the investment company.

17. The method of claim 10 wherein the first entity is an authorized participant and is a member of a clearinghouse, and
wherein the one or more second entities comprise one or more brokers.

18. The method of claim 10 wherein the first entity is also one of the one or more second entities.