Negotiating the Mutual Fund Advisory Contract Print E-mail
Written by C. Meyrick Payne   


Directors (of Mutual Funds) should not rely exclusively on the information provided by the fund's adviser in making decisions

SEC Commissioner Richard Roberts speech to Massachusetts Bar, June 1994


Under the provisions of section 15 (c) of the Investment Company Act of 1940, a majority of the independent trustees must annually approve the terms of the investment advisory contract. To accomplish this, the trustees must consider a great many variables, including the adviser's experience, expertise, financial capability, quality of service, as well as the overall profitability to the adviser of the services provided.
Above all, this process requires the trustees to negotiate with the management company. This can be awkward since the trustees are often dependent on them for comparative performance fee and expense data. As independent experts, MPI brings together facts from a variety of sources to help the trustees. Their deliberations generally revolve around four subjects:

Scale-down of advisory fees as fund size rises (usually called break-points). They are compared to similarly sized funds in the same investment category.

Investment performance, particularly as it compares to funds with the same investment objective. To obtain comparability, adjustments need to be made to eliminate the impact of alternate forms of distribution payment.

Expense level (particularly advisory, transfer and custodial fees and other fund operating expenses) in comparison to similarly sized funds.

Distribution arrangements, particularly the 12b-1 fee, in comparison to funds which are sold in a similar manner.

In a large complex where the trustees may have to negotiate these issues for 20, 30 or even 100 funds, the details can become overwhelming. At MPI, we have devised a series of analyses (an example of which is shown overleaf) to help focus the trustees' deliberations.
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