Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 15a-2 -- Annual Continuance of Contracts

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1. For purposes of sections 15(a) and 15(b) of the Act, the continuance of a contract for a period more than two years after the date of its execution shall be deemed to have been specifically approved at least annually by the board of directors or by a vote of a majority of the outstanding voting securities of a registered investment company if such approval occurs:
   
   
   1. With respect to the first continuance of a contract, during the 90 days prior to and including the earlier of
      
      
      1. the date specified in such contract for its termination in the absence of such approval, or
         
         
      2. the second anniversary of the date upon which such contract was executed; or
         
         
   2. With respect to any subsequent continuance of a contract, during the 90 days prior to and including the first anniversary of the date upon which the most recent previous annual continuance of such contract became effective.
      
      
2. The provisions of paragraph (a) of this section shall not apply to any continuance of a contract which shall have been approved not later than 90 days after the date of adoption of this section, provided that such contract shall expire, by its terms, not later than 17 months from the date of adoption of this section.
   
   

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   Note: This section does not establish the exclusive method of complying with the Act. It provides one procedure by which a registered investment company may comply with the applicable provisions of sections 15(a) and 15(b) of the Act; it does not preclude any other appropriate procedure.

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   Any annual continuance of a contract approved in accordance with the provisions of paragraph (a)(1) or (a)(2) of Rule 15a-2 will constitute a renewal of such contract for the purposes of section 15(c) of the Act, and therefore such renewal must be approved by the disinterested directors within the times specified in the section for a continuance.

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