IDC Quarterly Update, October 2025
Welcome to the IDC Quarterly Update Newsletter!
Dear Fund Board Community,
We are excited to launch IDC’s Quarterly Update! Designed for independent directors as well as the ecosystem of professionals who advise and support fund boards, this newsletter will arrive in your inbox on a quarterly basis providing the director perspective on key developments relevant to fund boards of directors.
This inaugural edition of the IDC Quarterly Update:
- highlights IDC’s recent Digital Assets and Tokenization Roundtable, and the implications for fund independent directors,
- describes ETF resources of interest to fund directors,
- identifies key IDC data underscoring the independence of fund boards, and
- previews IDC’s Fund Directors Conference and other resources for independent directors.
Future editions will continue to feature notable developments relevant to fund boards, including insights from independent directors, IDC, and other experts.
Please let me know if you have any feedback. I’m interested to hear what you would like to see in future editions.
Thank you for reading,
Tom Kim
Managing Director, Independent Directors Council
Email: Tkim@ici.org
Tokenization and Blockchain Technologies—Implications for Board Oversight
IDC hosted a roundtable in Boston on September 18 exploring the evolving regulatory frameworks for digital assets and distributed ledger technology, and board oversight considerations. Nearly 40 independent directors attended.
Why it matters: SEC Chairman Paul Atkins indicated in recent remarks that the SEC is undertaking more than a simple regulatory shift with respect to digital assets.
- In addition to establishing a Crypto Task Force earlier this year, the SEC launched “Project Crypto” in August—an initiative to develop a regulatory framework for crypto asset securities.
- The SEC’s Spring 2025 Unified Agenda of Regulatory Actions reflects the agency's regulatory shift and renewed focus on innovation, including regulation related to crypto and the custody of digital assets.
- Last month, the SEC and CFTC also announced that they are working together to harmonize regulations to provide clarity.
Yes, and: Participants at the roundtable discussed the speed at which changes are taking place within financial services due to the dramatic shift in the policy environment and the potential for efficiencies to be gained through distributed ledger technology.
As Bill Ebsworth, independent director and chair of IDC’s Governing Council, observed:
“It’s essential for independent directors to climb a learning curve on tokenization. It sits at the crossroads of ‘trustless’ blockchain and regulated finance’s trust-based framework. And it’s poised to rewire the investment ecosystem: from trading through settlement, clearing, custody, & transfer agency, with obvious and not-so-obvious implications for fund shareholders. IDC’s September webinar and in person roundtable with SS&C’s Jason Webb & State Street’s Justin McCormack were both foundational in IDC’s efforts to convene directors and deliver state of the art education.”
Go deeper: IDC is leaning in on the implications of tokenization and distributed ledger technology on the asset management industry—and the oversight role of fund boards.
- Our recent webinar provides a Primer on Digital Assets, Tokenization, and Distributed Ledger Technology.
- In addition to our session on this topic at the Fund Directors Conference in Scottsdale, IDC will be developing a series of educational resources on innovation and industry trends that includes content on what independent trustees should know about tokenization and the use cases for blockchain technology.
- IDC will engage with policymakers on key substantive areas that impact fund governance, such as custody in the age of digital assets and how transfer agency functions may need to adapt in a distributed ledger environment.
Preparing for ETF Share Class Exemptive Relief
As the industry prepares for the new dual share class structure, IDC released a primer on ETFs for independent directors. ICI also recently published a paper on ETF share class operational considerations designed to assist the mutual fund and ETF asset management industry with identifying and considering the factors that may arise during the development and launch of a dual share class product.
These resources, as well as additional practical resources that IDC will provide, are intended to inform fund boards as they navigate the possibility of a dual share class structure, and the board oversight thereof.
Why it matters: Board oversight will be key to the effective implementation of the innovative ETF share class governance framework.
- The board of a fund relying on the exemptive relief must approve various matters relating to the structure and receive comprehensive reporting to assist in its oversight.
- IDC has strongly advocated for exemptive relief in this area to reflect the appropriate role and responsibilities of independent directors.
The bottom line: IDC’s ETF Primer for Fund Directors discusses the differences between ETFs and traditional mutual funds, the history and regulatory framework of ETFs, the role of APs, the creation and redemptions of ETF shares, and ETFs’ arbitrage mechanism. It also includes practical oversight considerations for directors.
Independence as a Hallmark of Fund Boards
IDC recently issued its 2025 Directors Practices Study (DPS) to participating fund complexes, covering the 12-month period ending on December 31, 2024. Participating fund complexes and independent directors who oversee funds that participated in the study have access to the results.
Why it matters: Fund boards perform a vital oversight role in the registered fund industry, and DPS is the most comprehensive study of its kind that covers a full range of fund board and independent director practices.
Zoom in: This year’s study provides data from 188 fund complexes holding approximately 97 percent of the industry’s total net assets, representing over $38 trillion of assets under management.
Going deeper: Independence is a hallmark of fund boards of directors. The proportion of independent directors on fund boards is extraordinary:
- Eighty-nine percent of boards reported that independent directors hold 75 percent or more of the seats on the board.
- Since 2006, the vast majority of fund complexes report that 80% or more of the board seats are held by independent directors.
Our study also tracks the independence of board leadership.
- Ninety-four percent of fund boards have either an independent board chair or a lead independent director.
- Seventy-two percent of fund boards have an independent chair and an additional 23 percent of boards have a lead independent director.
The bottom line: IDC’s DPS affirms the unique position of fund boards in providing independent oversight in the interests of shareholders, while identifying relevant data on fund governance practices.
- We encourage participating fund complexes and boards to carefully review the data.
- Please contact Lisa Hamman and Scott Wilson if your fund complex would like to participate in DPS.
A Preview of the IDC Fund Directors Conference
We're excited to see many of you in Scottsdale, Arizona later this month for the 2025 IDC Fund Directors Conference. The IDC team, working closely with our Governing Council’s Education and Engagement Committee and our colleagues at ICI, have developed a curated program that addresses the broad themes facing independent directors.
Can't-miss panels: Key SEC leadership are scheduled to speak at the conference, providing regulatory updates and observations on the agency’s recently released regulatory agenda. Don’t miss the fireside chats with SEC Commissioner Hester Peirce and Brian Daly, Director of the SEC’s Division of Investment Management.
Mainstage sessions will also address subject matter that’s top of mind for many boards:
- Board Oversight of Product Development and Management
- AI Use Cases
- Holistic View of Risk
Concurrent sessions will feature panels on key areas of interest for particular director segments:
- State of Digital Assets and Tokenization
- Private Assets: Innovation, Risks, and Controls
- ETF Developments, Share Class Exemptive Relief, and Board Oversight
- Multi-Series Trusts Oversight and Trends
As always, the conference will include a wide range of director-led discussion sessions and breakfasts on key topics of interest. And this year, a pre-conference “tabletop” exercise on “Cybersecurity and the Fund Board” will kick off the event on October 27.
The bottom line: The combination of substantive content, expert speakers, and a new location conducive to peer-to-peer engagement promises to deliver an unparalleled experience for conference attendees.
Register HERE to secure your spot at the conference and see hotel options.
- Although the conference hotel, the Fairmont Scottsdale Princess, has sold out, additional hotel options are listed at the bottom of the page.
Access Our Recent Webinar Series—On Our New Website!
The Independent Directors Council and Investment Company Institute have launched redesigned websites to provide you with an improved user experience and easier access to resources. You should experience a new look and feel with the websites. The websites feature:
- a new member dashboard
- a personalized hub that allows you to easily access exclusive content and bookmark important resources for quick access
- improved search functionality
The big picture: We will continue to roll out features and content to further enhance your user experience. Please reach out to Scott Wilson with your feedback on the website.
In case you missed it: Our recent webinar series on distribution and board oversight of BDCs are available to IDC members:
- Distribution webinar series: Independent directors need to understand differing intermediary channels and how they offer registered funds, as well as the evolving distribution landscape, including the impact of product innovation. The first two webinars in the series covered these topics, as well as oversight considerations for fund boards. Be on the lookout for the third webinar in the series, which will focus on regulatory developments impacting fund distribution.
- Alternative investments and BDC briefing webinar series: With growing policy and industry interest in private markets, many independent directors wish to understand their oversight role relative to these investment vehicles and asset classes. The first webinar gives an overview of board oversight considerations for alternative investments, generally. The second and third videos are shorter briefings, providing an introduction to BDCs, as well as a more in-depth review of structuring, valuation, and compliance considerations of BDCs.
What’s next: The next installment in our alternative investment video series, focusing on interval funds, is in development.
Contact Us
For more information about IDC, please visit www.idc.org or contact idc@ici.org. If you are experiencing technical problems, please contact webmaster@ici.org.