The high court recognized there may be significant differences between services provided by an investment adviser to an institutional investor, such as a pension fund, and a smaller retail account, such as a mutual fund. "If the services rendered are sufficiently different that a comparison is not probative, then courts must reject such a comparison," it said. "Even if the services provided and fees charged to an independent fund are relevant, courts should be mindful" that the Investment Company Act doesn't necessarily ensure fee parity between different types of clients, it said.

The decision appears to leave the door open for an investor to argue a wide fee disparity ought to be examined if "hugely different" advisory services between a retail investor and an institutional investor aren't involved, Holch said.

"The opinion goes out of its way to emphasize and caution courts against making inapt comparisons and basically says, 'If the services are different, then courts must reject such a comparison,'" Stevens said. It seems to mean that "comparisons are likely to be the exception, not the rule."

Laura Lutton, analyst at Morningstar Inc., said the decision clearly was good for mutual funds. "They're going to be able to manage their business the way they have for decades. I think that the case really leaves the onus on the individual investor to really do their homework when it comes to fees."

Burton Greenwald, a Philadelphia-based consultant to mutual-fund and asset-management companies, said he expects the fund industry as a whole to be pleased with the result. "It takes away a lot of the uncertainty that was hanging over the ratification of annual contracts this year," he said. "It's to some degree, a reaffirmation of what the independent directors have followed pretty closely over the years."

David Smith, executive vice president and general counsel at the Mutual Fund Directors' Forum, said, "I think it's generally positive decision for both fund shareholders and for the director community. It reinforces the fact that Congress intended for directors to play the central role in shareholder protection, particularly in negotiating of the contract, and that the court should generally not disrupt the work of a well-functioning board."

Michael Scofield, independent director of Evergreen Funds and chairman of the Independent Directors Council, said the decision recognizes and endorses the oversight provided by mutual funds' independent directors. "Acting as fiduciaries for fund shareholders, independent directors conduct a thorough, rigorous review before they approve a manager's advisory contract and fees."

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