©2006 Investment Company Institute. All rights reserved. Information may be abridged and therefore incomplete.
Communications from the Institute do not constitute, and should not be considered a substitute for, legal advice.
[19969]
April 25, 2006
TO: SEC RULES COMMITTEE No. 19-06
RE: DRAFT SUB-ADVISER DUE DILIGENCE QUESTIONNAIRE AND CERTIFICATION
LETTER
Attached to this memorandum is a draft questionnaire and certification letter intended to assist
members in sub-adviser due diligence reviews, including reviews pursuant to Rule 38a-1 under the
Investment Company Act of 1940. The questionnaire and certification letter are designed for annual,
rather than initial, use. Advisers evaluating whether to select a sub-adviser in the first instance may wish
to use different questionnaires and certifications. In addition, the documents are not intended for
solicitation of all of the information requested in connection with an investment company board’s
review of an advisory contract under Section 15(c) of the Investment Company Act.
A working group comprised of members of the Investment Company Institute, the Investment
Adviser Association, and legal counsel to independent directors developed the draft questionnaire and
certification letter.
Please direct your comments on the draft documents to the undersigned no later than Friday,
May 5th. Comments may be provided by phone (202-371-5410) or email (jheinrichs@ici.org).
Jane G. Heinrichs
Associate Counsel
Attachment no. 1 (in .pdf format)