Investment Funds

Our Investment Funds Group provides services to a broad array of sophisticated clients across the asset management and financial services industries. Our practice is comprehensive, supporting private investment funds, registered investment companies and broker-dealers, as well as clients structuring, distributing, trading, investing in and hedging with derivatives and structured products. 

Our Alternative Investments Team represents hedge funds, private equity funds, managed futures/commodity pools and other alternative vehicles, as well as their advisers, managers and sponsors. Our Registered Investment Companies Practice is multifaceted, servicing open-end funds, closed-end funds and interval funds from registration, documentation and distribution to ongoing regulatory compliance. Our Broker-Dealer Team regularly advises broker-dealers on a variety of matters, including registration, disclosure and ongoing compliance issues such as regulatory examinations and investigations. Our Derivatives & Structured Products Group counsels on product development, transaction structure, regulatory, compliance, documentation, insolvency and litigation considerations and dispute resolution.

Alternative Investments

• Structuring various bespoke hedge funds, private equity funds, managed futures/commodity pools and alternative alternatives .
• Establishing a privately offered feeder fund that was designed to invest in a business development company registered under the Investment Company Act of 1940.
• Establishing privately offered feeder funds that invest in prominent single-manager private equity funds.
• Advising investment adviser clients on commodity trading advisers and commodity pool operator registration in connection with structuring “commodity mutual funds,” which are registered investment companies that invest in futures.
• Structuring of an electronic marketplace that lists alternative investment funds and connects them with qualified investors.
• Structuring of a multiseries partnership composed of at least 10 different funds for a family office.
• Representation of a fund manager selling an interest to a publicly offered fund.
• Counsel to the managed futures group of a major investment bank in connection with the formation of multitiered commodity pools.
• Representing a commodity pool operator in connection with the public offering of interests in a commodity pool.
• Counsel to the asset management group of a major investment bank in connection with the formation of a global, macro, master-feeder fund.

Investment Advisers

• Providing advice regarding entity and individual registration requirements under applicable federal and state law and preparing all required filings.
• Counseling advisers on the marketing and sale of advised fund shares and the application of Rule 3a4-1 to those efforts, as well as drafting distribution agreements with broker-dealers.
• Assisting family offices in structuring their activities to avoid adviser registration.
• Preparing and reviewing advisory contracts, contracts with service providers and customer disclosure documents.
• Identifying and addressing compliance issues relating to trade allocation practices, soft dollar arrangements and codes of ethics.
• Preparing compliance policies and procedures.
• Providing advice on ongoing compliance with the Investment Advisers Act of 1940 and other applicable laws and regulations.

Registered Investment Companies

• Assisting in the formation and registration of investment companies, including open-end funds, closed-end funds and unit investment trusts.
• Assisting in the formation, registration and offering of business development companies.
• Assisting in the formation and registration of insurance company separate accounts.
• Preparing all required SEC and other regulatory agency filings.
• Providing advice regarding sales, acquisitions and mergers of registered investment companies and private funds.
• Obtaining exemptive and no-action relief from the SEC.
• Providing advice regarding ongoing compliance with the Investment Company Act of 1940.
• Assisting in the formation and placement of private investment companies.
• Providing advice and opinions regarding investment company status under Section 3 of the Investment Company Act of 1940.

Broker-Dealer

• Providing advice regarding entity and individual registration and licensing requirements under applicable federal and state law and SRO regulations and preparing all required filings.
• Assisting clients in establishing and operating alternative trading systems (ATSs), including preparing initial and amended Forms ATS and ATS-R and providing advice on compliance with Regulation ATS.
• Counseling clients on sales, acquisitions and mergers of broker-dealers.
• Providing advice regarding mutual fund distribution and compensation arrangements, including 12b-1 fees, service fees, soft dollars, revenue sharing agreements and commissions.
• Advising clients on the development, structure and operation of wrap fee and asset allocation programs.
• Providing advice regarding the advertising of brokerage services.
• Preparing for regulatory agency examinations regarding brokerage operations and responding to agency comment letters, inquiries and investigations.
• Identifying and addressing compliance issues relating to NASD Conduct Rules, transactions with affiliates, order handling, short sales, hot issue rules, electronic document delivery, soft dollar arrangements, codes of ethics and ERISA prohibited transactions.
• Obtaining exemptive and no-action relief from the SEC.

Derivatives & Structured Products

• Analyzed innovative financial and commercial products for regulatory treatment under Dodd-Frank.
• Provided monitoring of Dodd-Frank developments for, and advice on implementation strategy to, a large multinational energy company.
• Developed client-specific trading documentation templates for corporate and buy-side entities and regional banks; negotiated simultaneously against multiple dealers for maximum advantage.
• Advised large institutional clients on establishing and negotiating documentation for clearing arrangements.
• Negotiated and established collateral segregation arrangements for leading hedge funds.