Corporate Structure and Governance of an Investment Company


This practice note addresses the characterization, roles, and fiduciary duties of directors of funds and the Boards on which they serve as well as some of the related regulations to which directors and Boards are subject under the ICA. Registered investment companies or funds may assume various corporate forms such as corporations, trusts and even partnerships. Whatever the form, a fund is always governed by its board of directors (Board) or trustees, or by persons acting in a similar capacity. The directors of the fund are charged by the Investment Company Act of 1940, as amended (the ICA), and applicable state law to oversee all of a fund’s ongoing service relationships and contracts, investment activities, compliance, appointed officers and related conflicts of interests, and other matters pertinent to the operation of the fund.