CHAPTER 268

FORMERLY

SENATE BILL NO. 286

AN ACT TO AMEND TITLE 12 OF THE DELAWARE CODE RELATING TO DECEDENT'S ESTATES AND FIDUCIARY RELATIONS AND INVESTMENTS OF FIDUCIARIES.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE :

Section 1. Amend § 3312, Title 12 of the Delaware Code by deleting the existing title of that section and by substituting in lieu thereof a new title to read as follows:

“Investments in affiliated investments; transactions with affiliates.”

Section 2. Amend § 3312(a), Title 12, Delaware Code by deleting paragraph (2) in its entirety, and by substituting in lieu thereof a new paragraph (2) to read as follows:

“(2) ‘Investment’ shall mean any security as defined in § 2 (a)(1) of the Securities Act of 1933, any contract of sale of a commodity for future delivery within the meaning of § 2 (i) of the Commodity Exchange Act, or any other asset permitted for fiduciary accounts pursuant to the terms of § 3302 of this Title or by the terms of the governing instrument, including by way of illustration and not limitation, shares or interests in a private investment fund (including a private investment fund organized as a limited partnership, limited liability company, a statutory or common law business trust, or a real estate investment trust), joint venture or other general or limited partnership, or an open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940.”

Section 3. Amend § 3312(a), Title 12, Delaware Code by deleting paragraph (4) in its entirety and by substituting in lieu thereof a new paragraph (4) to read as follows:

“(4) ‘Affiliated investment’ means an investment for which the fiduciary or an affiliate of the fiduciary acts as adviser, administrator, distributor, placement agent, underwriter, broker or in any other capacity for which it receives or has received a fee or commission from such investment or an investment acquired or disposed of in a transaction for which the fiduciary or an affiliate of the fiduciary receives or has received a fee or commission.”

Section 4. Amend §3312(b), Title 12, Delaware Code by striking that subsection in its entirety and by substituting in lieu thereof a new subsection (b) to read as follows:

“(b) Subject to the investment standards stated in §3302 of this title, a fiduciary may purchase, sell, hold or otherwise deal with an affiliate or an interest in an affiliated investment and, upon satisfaction of the conditions stated in subsection (c) of this section, such fiduciary may receive fiduciary compensation from such account at the same rate as the fiduciary would otherwise be entitled to be compensated.”

Section 5. Amend § 3312(c), Title 12, Delaware Code by striking the first sentence of that subsection, and by substituting in lieu thereof a new first sentence to read as follows:

“A fiduciary seeking compensation pursuant to subsection (b) of this section shall disclose to each principal in an agency relationship, and to all current recipients of account statements of any other fiduciary account, all fees or commissions paid or to be paid by the account, or received or to be received by an affiliate arising from such affiliated investment.”

Approved June 24, 2004