# ASC 720-946-25: Other Expenses — Financial Services—Investment Companies — 25 Recognition

Source: FASB Accounting Standards Codification, Basic View

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## ASC 720-946-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/720/946/#25-recognition)

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#### Investment Adviser's Offering Costs When both 12b-1 Fees and Contingent-Deferred Sales Fees Are Not Received

##### [720-946-25-1](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-1)

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Paragraph [946-720-25-4](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-4) provides guidance on accounting by investment advisers who are reimbursed, for [offering costs](https://asc.understandingaccounting.org/glossary/o/#offering-costs "Offering costs include all of the following: Legal fees pertaining to the investment company's shares offered for sale Securities and Exchange Commission (SEC)and state registration fees Underwriting and other similar costs Costs of printing prospectuses for sales purposes Initial fees paid to be listed on an exchange Tax opinion costs related to offering of shares Initial agency fees of securing the rating for bonds or preferred stock issued by closed-end funds.") paid, through both [12b-1](https://asc.understandingaccounting.org/glossary/b/#12b-1 "Rule 12b-1 in Chapter 17 of the Code of Federal Regulations is one of the regulations implementing the Investment Company Act of 1940.") fees and [contingent-deferred sales fees](https://asc.understandingaccounting.org/glossary/c/#contingent-deferred-sales-load "A sales charge imposed directly on redeeming shareholders based on a percentage of the lesser of the redemption proceeds or original cost. The percentage may decrease or be eliminated based on the duration of share ownership (frequently decreases by 1 percent a year). Also referred to as back-end load."). Accordingly, the accounting by those investment advisers for offering costs are outside the scope of the guidance in paragraphs

[946-720-25-2 through 25-3](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-2)

.

##### [720-946-25-2](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-2)

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Benefits expected from the expenditures paid by an investment adviser in connection with the distribution of shares of a fund in circumstances in which the investment adviser does not receive both 12b-1 fees and contingent-deferred sales fees do not meet the definition of an asset of the investment adviser as provided in FASB Concepts Statement No. 6, Elements of Financial Statements. Accordingly, such offering costs paid by the investment adviser shall be expensed as incurred. Initial offering costs paid by an investment adviser that does not receive both 12b-1 fees and contingent-deferred sales fees are start-up costs of the investment adviser, which should be accounted for in accordance with Subtopic 720-15.

Transition date:(P) December 16, 2024; (N) December 16, 2025Transition guidance:

[105-10-65-9](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-9) Costs incurred by an investment adviser in connection with the distribution of shares of a fund in circumstances in which the investment adviser does not receive both 12b-1 fees and contingent-deferred sales fees shall be expensed as incurred. Initial offering costs paid by an investment adviser that does not receive both 12b-1 fees and contingent-deferred sales fees are start-up costs of the investment adviser, which should be accounted for in accordance with Subtopic 720-15.

#### Distribution Costs for Funds

##### [720-946-25-3](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-3)

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The guidance in paragraph [946-720-25-2](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-2) applies also to distribution plans of open-end investment companies permitted under Rule 12b-1. Some closed-end interval funds incur distribution-related fees (similar to 12b-1 fees) and impose early withdrawal charges (similar to contingent-deferred sales fees) pursuant to exemptive orders issued under the Investment Company Act of 1940. In addition, certain funds not subject to regulation under the Investment Company Act of 1940 also may incur fees and impose charges that are substantially the same as 12b-1 fees and contingent-deferred sales fees, respectively. In those instances, an entity shall defer and amortize the incremental direct costs and shall account for offering costs incurred for distribution of those funds in a manner similar to the accounting specified in paragraph [946-720-25-4](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-4).

##### [720-946-25-4](https://asc.understandingaccounting.org/asc/720/946/#720-946-25-4)

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Distributors of mutual funds that do not have a [front-end load](https://asc.understandingaccounting.org/glossary/f/#front-end-load "A sales commission or charge payable at the time of purchase of mutual fund shares.") shall defer and amortize the incremental direct costs and shall expense the indirect costs when incurred.
