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performance, and that the expenses paid by the RIC, including the
investment adviser's management fee, are reasonable.
Section 80a-15(a) of the 1940 Act requires that management
contracts between an adviser and a RIC have an initial term of 2
years, be renewable annually thereafter, and be terminable at
will by the RIC's board of trustees upon 60 days' notice without
penalty. Under section 80a-15(c) of the 1940 Act, the initial
management contract and all annual renewals must be approved by a
majority of the independent directors/trustees, who must comprise
no less than 40 percent of the entire board of trustees.
Although a majority of the independent trustees must approve the
initial management contract and all renewals, under the 1940 Act,
a majority of the independent trustees cannot otherwise terminate
a management contract unless they represent a majority of the
entire board of trustees. Notwithstanding the termination
provisions of the 1940 Act, in the experience of the mutual fund
industry, it is highly unusual for a management contract to be
either terminated or not renewed by a RIC's board of trustees.
Prior to selling shares in a new RIC, section 80a-8 of the
1940 Act requires that the RIC be registered with the SEC.
The SEC registration includes copies of the proposed management
contract and all other material contracts executed on behalf of
the RIC, as well as the offering prospectus, which includes a
statement of the investment discipline or objective of the RIC.
No one has the right to offer shares in a new RIC to the public
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Last modified: May 25, 2011