Mutual Funds, BDCs, & Other Registered Investment Companies

Our investment products and services attorneys help investment advisers, broker-dealers, registered and unregistered investment companies, insurance companies and banks with legal and regulatory issues related to all aspects of their investment management and securities transaction businesses. Our clients include these entities, as well as their service providers, market centers, transfer agents, industry associations and other related parties.

Experience

We offer clients a full range of services, including advice and assistance with the organization, registration and ongoing operations of investment advisers, broker-dealers, transfer agents and investment companies, advice in regulatory and compliance matters, and representation in investigations by regulatory authorities.

• Registered Funds & Retail Alternatives
• Investment Managers & Regulatory
• Broker-Dealers

Accolades

Our attorneys have wide-ranging expertise in investment management and broker-dealer matters. Many of our lawyers have U.S. Securities and Exchange Commission (SEC) or in-house experience. We also draw on the talents of other lawyers in the firm who provide expertise in closely related areas, such as ERISA, tax, derivatives, commodities and futures regulation, insurance, structured finance and securitization; many of these lawyers have experience working at the Internal Revenue Service and other regulatory agencies.  

• Advising several open-end fund families, their boards or advisers on organization, registration, disclosure, compliance and operational issues.
• Representing several alternative trading systems on compliance with Regulation ATS, Regulation NMS and various trading rules.
• Represented the adviser to a mutual fund family in connection with the renegotiation of the fund family’s Class B share financing program.
• Counseled several insurance companies on Investment Company Act of 1940 compliance matters involving their registered separate accounts, including creation and implementation of Rule 38a-1 compliance programs.
• Represented a broker-dealer in a U.S. Department of Justice civil action alleging violations of riskless principal trade reporting rules and related Section 31 fees.
• Represented a large financial institution in connection with the sale of its mutual fund business.
• Advising several broker-dealers on margin, net capital and customer protection rule issues.
• Represented a top 20 bank in its investment in a boutique investment adviser and have represented numerous other investment advisers, banks or financial institutions in their acquisition of, or investment in, investment advisers, also representing investment advisers acquired in such transactions.
• Renegotiated the selling and shareholder servicing agreements for the distributor of a top 20 mutual fund complex in connection with one of the largest fund complex mergers ever.
• Renegotiated on behalf of a top 10 broker-dealer all of its selling, servicing and revenue sharing agreements with the nonproprietary mutual funds that it sells.
• Renegotiated all mutual fund selling, servicing and networking agreements for the affiliated broker-dealer of a top five bank in connection with the broker-dealer’s change of clearing firms.
• Represented a broker-dealer in connection with the negotiation of Rule 22c—2 agreements with the mutual funds that it sells.
• Conducted a comprehensive review of the compliance functions of two large, affiliated, full-service broker-dealers.
• Represented a top five bank in connection with the integration of brokerage units and change of control issues following one of the largest bank mergers on record.
• Represented a large regional bank in connection with the integration of brokerage units following a large bank acquisition.
• Advised numerous broker-dealers in connection with formation, SEC registration and the FINRA new membership application process, including preparing all required filings.
• Advising solicitors/finders for funds and other issuers, broker-dealers (foreign and domestic) and investment advisers on compliance with broker-dealer and investment adviser registration requirements and exemptions.
• Advised numerous broker-dealers in connection with acquisitions and other change of control transactions, including handling the related continuing membership applications.
• Advised a top five broker-dealer on all aspects of its separately managed account (SMA) program.
• Advised the underwriter in the private offering of variable rate extendible notes by a closed-end bond fund.
• Advised the underwriter in the initial public offering of a high-income bond closed-end fund.
• Advised the underwriter in offerings by a business development company.
• Advising numerous real estate investment trusts on investment company status issues.
• Drafted comment letters to proposed SEC rulemakings on behalf of several broker-dealers and an industry trade association.
• Organized a private social impact fund focused primarily on investments in microfinance institutions.
• Assisted several clients in obtaining no-action and exemptive relief from the SEC and U.S. Commodity Futures Trading Commission (CFTC).