Anexchange fund, also known as a swap fund, is an investment vehicle that allows investors with large stock positions to pool their stocks into a single fund, diversifying their holdings without triggering a taxable event. Given its dependence on the IRS Tax Code, it is a mechanism specific to the U.S., first introduced as early as 1954 with the passage of 26 U.S. Code § 721[1] though the practice traces back to the 1930s through other tax provisions.
The primary benefit of this arrangement is to diversify a large stock position without triggering a "taxable event". Note that the tax is not avoided, just deferred. Deferring taxes avoids tax drag, as the money lost to taxes remains invested in the market, letting the portfolio compound from a larger base, which could create a significant advantage with time. When the diversified holdings are eventually sold, tax will be due on the difference between the sales price and the original cost basis of the contributed stock.
Historically, exchange funds have been offered primarily by two major investment firms, specifically for their ultra-wealthy clients. Morgan Stanley (through Eaton Vance) is a prominent provider of these funds. Goldman Sachs[4] offers exchange funds as well. Newer entrants like Cache[5] offer exchange funds that are more accessible to a broader range of investors.
Exchange funds became popular after Eaton Vance obtained a private ruling from the IRS in 1975 allowing their use. [6] The U.S. Securities and Exchange Commission has investigated the use of these arrangements with reference to the potential for market abuse by directors not disclosing their effective divestment in stocks for which they are privy to sensitive market information.[7]
In addition, there is general public policy disagreement whether tax revenue that is generated from exchange funds and other like-kind exchanges should be deferred or avoided. Many holders of appreciated positions may elect to hold the concentrated position and borrow against it rather than sell and pay the associated capital gains tax, which results in deadweight loss to the economy. Proponents argue that exchange funds help with this significant deadweight loss as holders of appreciated stock can diversify and liquidate their positions, re-injecting this capital into the economy. Opponents argue that exchange funds only serve a narrow slice of the population. For example, public figures like politician Mitt Romney[8] and businessman Eli Broad[9] have been identified as using exchange funds to reduce their tax obligations. Regulatory filings indicate that it is a frequently used strategy by high-ranking corporate executives.
