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Dual ETF mutual fund share classes pose challenges

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The expected SEC approval of ETF share classes for mutual funds and vice versa poses more technical and tax-related challenges than simply pressing a button to convert massive holdings.

Dozens of asset management firms are waiting on the Securities and Exchange Commission to green-light the so-called dual share classes, also known as share-class relief. Approval will enable the companies to offer the same structure Vanguard pioneered in a patented design that expired two years ago. The firms applying to the Wall Street regulator for relief include rivals BlackRock, State Street, Dimensional Fund Advisors, JPMorgan Chase, Charles Schwab and T. Rowe Price. 

Vanguard itself is asking the SEC to approve dual share classes in the firm’s actively managed strategies, even as a shareholder case over capital gains distributions that hit certain retirement investors in the firm’s target date funds is in flux due to a federal judge’s rejection last month of a $40 million settlement. Since avoidance of those capital gains and the taxes on them represents one of the main selling points for ETFs over mutual funds, the case highlights some of the looming questions for asset management firms, financial advisors and their clients if the SEC provides its long-anticipated blessing for dual classes.

There is “much more to it” than the fact that “investors like liquidity and they hate paying taxes,” said Alex Morris, CEO of F/m Investments, an investment management firm with $18 billion in client assets across its ETFs and other funds. The firm is seeking SEC approval for a mutual fund share class for one of its ETFs, which is the opposite direction of most of the filings aiming for an ETF version of mutual fund vehicles. Based on the timing of their applications and amendments in early April, F/m and Dimensional could be among the first to secure approval for dual share classes. Morris predicted that only a quarter or half of the more than 60 filers could address the operational, compliance and tax-related issues quickly enough to get their dual share classes up and running within a year of SEC approval.

“We’ve been working through this for a long time,” he said. “Practically, this seems very easy until you try it.”

READ MORE: Trillions in SMA assets ripe for tax-friendly ETF ‘exit valve’

Hurry up and wait

Other experts have pointed to those concerns, alongside the potential for a shakeup of tens of billions of dollars in annual fees for brokerage firms tied to mutual funds and an alternative means of ETF conversion through increasingly popular Section 351 exchanges. The possibility of a tax hit from capital gains distributions in the course of assets moving from mutual funds into an ETF equivalent is raising some of the loudest alarms. And that’s only one aspect of the governance, ongoing monitoring and disclosure requirements that are likely to keep the boards and compliance teams of asset management firms — and their attorneys — busy in the transition, according to a whitepaper released earlier this month by law firm Ropes & Gray.    

“While we anticipate that industry best practices will develop over time, at the outset there will likely be some trial and error and periodic recalibration may be necessary in order for funds to fully realize the benefits of the combined class structure,” the report said.

In addition to avoiding unanticipated capital gains distributions for ETF investors, the need to hold more cash or other liquid assets in order to offer both types of shares could raise the underlying fees. Based on the most recent form of amendments to Dimensional’s filings that the SEC has instructed other companies to follow, the relief could generate reams of reports explaining the technical, tax and other ramifications of dual classes of the same funds. An analysis of how many shareholders may face higher taxes as a result of the dual share classes will prove integral in the transition, according to the report.

READ MORE: New ‘investor-friendly’ ETFs unlock tax deferral on appreciated assets

Vanguard TDF shareholder case update

Meanwhile, some of the complications of mutual funds and taxes are playing out in federal court. Last month U.S. District Judge John Murphy threw a wrench into Vanguard’s settlement with target-date investors, rejecting the civil settlement due to stipulations of the SEC’s enforcement order in January. In 2020, Vanguard slashed the minimum investment level in lower-cost institutional share classes of some of its target-date funds, which caused many retirement investors to migrate to those cheaper versions of the products. However, those who stayed wound up receiving much higher capital gains than usual, which drove up their taxes and reduced their compounding returns, SEC investigators said

The regulator’s settlement order had called for restitution and fines of $106.4 million. One provision, though, held that the payouts were in addition to the amount that “Vanguard agreed to pay to settle an investor class action,” which would get added to the total “if the settlement is terminated or rejected,” the SEC’s announcement on the settlement stated. That’s what caused Murphy to toss the settlement in a May 19 ruling.

“If we approve, the harmed investors lose $13 million to attorneys’ fees,” Murphy wrote. “If we reject, the harmed investors get that $13 million themselves, through the SEC settlement (and could very well recover even more because this litigation will continue). As readers may have deduced, this is an unhappy situation for plaintiffs’ counsel, who only found out about the SEC settlement after it was publicly announced. 

“Vanguard’s deal puts plaintiffs’ counsel in a difficult spot — how can they advocate for settlement if the class is better off rejecting it?” Murphy continued. “Notably, we didn’t find out about the SEC settlement (from plaintiffs or Vanguard) until a class member, John Hughes, brought it to our attention in a remarkable objection. He asks us to reject the proposed class settlement because, how can any settlement stand when it is guaranteed to net the class less money? A simple and compelling point. The named plaintiffs, their counsel and Vanguard cannot deny the math. But they adamantly, and creatively, dispute Mr. Hughes’s objection. After oral argument and additional rounds of briefing, we can safely conclude that the proposed settlement provides no value to the class and therefore reject it.”

In another ruling earlier this month, Murphy pushed back any outstanding filing deadlines to August, the completion of potential evidence discovery to mid-November and any motions for summary judgment to April 2026. Representatives for the SEC declined to comment on the ruling and case status beyond the regulator’s public filings, while those of Vanguard and the lawyers for the plaintiffs in the case didn’t respond to emails seeking comment.

READ MORE: How Vanguard’s tax-bomb target-date funds slammed wealthy investors

The upshot for advisors and investors

Regardless of what becomes of that case, it signals how investor expectations that ETFs will never bring any taxes from capital gains distributions may be creating a cycle in which issuers are “allowing the wrapper to decide things for you, and that feels kind of funky,” said Morris of F/m. It’s possible that there are some scenarios in which the capital gains represent, by and large, a better investment strategy for a majority of shareholders over the long term, he noted.

Beyond any investor cases, SEC approval of dual share classes could bring further headaches from setting up dual accounting systems to ensure that the ETF holders don’t get the tax hits and from working with any outside service firms to calculate the conversion of mutual fund shares that may extend to three or four decimal places to fully rounded ones on the other side. 

Those types of considerations explain why the process “could get disorderly and messy quick,” said Morris. Advisors and other wealth management professionals should know that the shift will not occur overnight upon SEC approval, he added.

“The last thing you want to do is have a mutual fund you really like rush out a mutual fund-ETF share class,” Morris said. “One little error, one missed item today could eventually reverberate to be a big error, and I don’t want to see that happen.”

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Continuous Auditing Transforms Corporate ERPs

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continuous auditing transforms corporate erps

As corporate accounting departments cross the threshold into late July 2026, the adoption of continuous, automated auditing systems has reached a definitive turning point. Driven by advances in artificial intelligence and deep integration with modern Enterprise Resource Planning (ERP) platforms, leading finance organizations are moving away from traditional, periodic post-hoc audits in favor of real-time, 100% transactional verification. This technological transition is redefining internal control environments, reducing compliance costs, and eliminating the structural delays inherent in legacy quarterly closing processes.

Unlike traditional auditing frameworks that rely on statistical sampling—a process that inevitably leaves operational blind spots—continuous auditing software monitors operational data feeds continuously. Every purchase order, electronic invoice, payroll disbursement, and cross-border wire transfer is automatically cross-referenced against established corporate governance parameters, regulatory tax schedules, and anti-fraud algorithms in real time. Anomalies or unauthorized ledger entries are flagged instantly, allowing internal audit teams to investigate and remediate compliance gaps immediately rather than months after the close of a financial period.

The implications for executive financial management are far-reaching. By embedding continuous verification directly into daily transaction workflows, chief financial officers gain uninterrupted visibility into the organization’s true financial standing. Real-time balance sheet auditing eliminates the severe operational bottlenecks associated with month-end and quarter-end financial reconciliations, freeing accounting professionals to focus on strategic financial modeling, tax planning, and capital allocation rather than manual data entry and spreadsheet consolidation.

However, implementing continuous auditing requires accounting leadership to invest heavily in data governance and technical upskilling. Internal audit teams must evolve from manual ledger reviewers into system architects capable of auditing complex algorithms and validating automated data pipelines. Accounting firms and corporate controllers that master continuous auditing will establish a resilient compliance framework capable of meeting stringent international regulatory standards with total transparency.

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Accounting

U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

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U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

WASHINGTON — In a major escalation of cross-border trade friction, U.S. President Donald Trump has signed executive orders imposing new 50% tariffs on a wide selection of Canadian exports, citing discriminatory practices by Ottawa targeting American auto, dairy, and beverage industries.

The new duties, announced Monday, will take effect in 30 days. They target a broad spectrum of consumer and industrial goods—ranging from wine, liquor, and milk products to commercial cement, furniture, clothing, and hockey equipment.

Untested Legal Mechanism

To enact the sweeping measures, the administration invoked Section 338 of the Tariff Act of 1930—a rarely used legal provision allowing the executive branch to levy additional tariffs of up to 50% on foreign nations deemed to discriminate against U.S. commerce.

White House officials noted that Section 338 addresses trade discrimination rather than national security or economic emergencies. The move comes months after prior global emergency tariffs faced legal challenges in domestic courts, signaling Washington’s pivot toward alternate statutory authorities to maintain import duties.

Senior administration officials briefed reporters that the measure directly responds to Canadian provincial bans on U.S. alcohol, restrictions on American vehicle exports, and import quota disparities affecting U.S. dairy and cheese producers relative to third-party trading partners.

“While the administration continues to secure reciprocal trade agreements globally, Canada retaliated against efforts to protect domestic industry,” U.S. Trade Representative Jamieson Greer stated.

USMCA Impact and Carve-Outs

Significantly, the newly ordered 50% duties will apply to designated items even if they otherwise comply with the United States-Mexico-Canada Agreement (USMCA).

However, the administration confirmed key targeted exemptions:

  • Energy products (including oil and natural gas)
  • Potash and critical minerals
  • Fish and seafood
  • Goods already governed by sector-specific duties (such as existing steel and aluminum tariffs)

Administration representatives emphasized that the tariffs do not stem from recent disputes concerning drifting Canadian wildfire smoke, noting that policy options regarding environmental spillover remain under separate review.

Canadian Response and Market Reaction

Following the White House announcement, the Canadian dollar experienced a sharp decline against the U.S. dollar, falling approximately 0.4% during evening trading.

Canadian Prime Minister Mark Carney issued a statement emphasizing that Canada’s earlier counter-duties had merely matched previous U.S. trade actions. “Canada stands ready to engage intensively to address outstanding issues with the U.S. to the mutual benefit of our citizens,” Carney stated, pointing to detailed proposals Ottawa submitted to modernize the USMCA framework.

Ontario Premier Doug Ford took a firmer stance, urging a “dollar-for-dollar” reciprocal response if the measures go into effect on August 19.

With a 30-day implementation window before the duties officially lock in, industry associations and trade groups on both sides of the border are calling for urgent bilateral negotiations to avert further supply chain disruption across North America.

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Accounting

Automated Continuous Auditing: Transforming Compliance and Real-Time Financial Oversight

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Transforming Compliance and Real-Time Financial Oversight

The traditional accounting paradigm—defined by periodic monthly closures and post-hoc annual audits—is rapidly giving way to continuous, automated financial oversight. As of July 2026, forward-thinking accounting practices and multinational corporate finance departments are leveraging continuous auditing systems powered by advanced machine learning models. These systems monitor operational transactions in real time, shifting audit methodologies from sample-based post-analysis to absolute, 100% transaction-level verification.

The operational advantages of continuous auditing are transformative. Standard auditing procedures historically relied on statistical sampling, which, despite rigorous methodology, inherently left gaps where anomalies or fraudulent transactions could go undetected for months. Modern continuous auditing platforms integrate directly with enterprise resource planning (ERP) databases, instantly cross-referencing purchase orders, invoices, bank feeds, and tax records. Any deviation from established control parameters or unusual transaction behavior triggers immediate flags for internal audit teams, dramatically reducing detection lag from quarters to seconds.

Beyond fraud prevention, continuous auditing fundamentally alters internal reporting and decision-making. Executive leadership no longer has to wait weeks after the close of a quarter to evaluate precise financial standing; real-time verified ledger data provides an uninterrupted view of operating margins, tax liabilities, and cash flow dynamics. This real-time visibility enables corporate controllers to adjust capital allocation strategies dynamically, mitigating liquidity constraints and capitalizing on emerging commercial opportunities far more efficiently than competitors bound to legacy reporting cycles.

However, implementing continuous auditing requires accounting professionals to acquire new analytical capabilities. The role of the auditor is evolving from manual data reconciliation toward system validation, algorithmic model governance, and strategic risk interpretation. Accounting firms and corporate finance departments must invest in continuous technical education, ensuring that audit staff possess the data engineering skills necessary to design, maintain, and evaluate complex automated compliance systems.

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