Registered Fund Advisers Delegating to Subadvisers Gain Greater Flexibility From U.S. District Court Ruling to Charge Management Fees

In 2011, five individuals commenced a derivative action in U.S. federal court on behalf of several mutual funds in which they had invested, alleging that the advisory fees charged by the investment managers of those mutual funds were excessive considering their efforts were delegated to a subadviser. On February 28, 2017, the court ruled that, in light of the type and quality of the services provided by the defendants, the management fees provided for in the applicable investment management agreements were not disproportionate and could have been the result of an arm’s-length bargain. This article summarizes the court’s reasoning and the evidence on which it is based. The decision should be of particular interest to advisers that delegate investment management services for registered funds, including alternative mutual funds, to subadvisers. Fees charged by advisers are a perennial source of regulatory concern. See “Current and Former Directors of SEC Division of Investment Management Discuss Hot Topics Under the Investment Company Act” (Mar. 10, 2016); and “PLI ‘Hot Topics’ Panel Addresses Operational Due Diligence and Registered Alternative Funds” (Dec. 10, 2015).

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