Funds and Pooled Investment Vehicles

Registered Investment Companies, including open-end (mutual) funds, exchange traded funds and closed-end funds, have attracted trillions of dollars of investor capital, and serve as bedrock investment options for individuals, institutions and retirement accounts. The Investment Company Act and numerous SEC regulations impose specific and stringent requirements on sponsors of and advisers to such funds. Industry members require genuine experience from their legal advisers to help them stay compliant and cutting edge. Our attorneys have deep legal and regulatory knowledge regarding the issues involved, and have direct experience operating and managing registered investment funds for retail and institutional investors. We can help sponsors, advisers and other service providers navigate the complex issues that they face, from formation and registration to portfolio management, compliance, distribution, marketing and governance.

Business Development Companies (or BDCs), are a specialized type of investment fund. They invest primarily in small to mid-sized US companies, and are an important source of growth and operating capital for a large and growing segment of the US economy. By electing to be BDCs, these funds are relieved of some of the requirements imposed by the Investment Company Act, but are still subject to a host of legal and regulatory requirements under that Act as well as other laws and regulations. Our attorneys have in depth experience advising and managing these specialized vehicles and can help with all aspects of their formation and operation.

Interval Funds are closed-end funds that elect under SEC rules to make periodic repurchase offers to their shareholders at their current net asset value per share. Many of these funds are managed without an exchange listing, but their repurchase option feature can provide important liquidity benefits to shareholders while still employ management strategies that involve high levels of portfolio illiquidity. Our attorneys have hands on experience in forming, registering and advising these specialized investment vehicles, which continue to gain in popularity because they combine elements of traditional closed-end funds with heightened liquidity options.

Private funds and other investment vehicles are not required to register under the Investment Company Act for various reasons, either because of their investor base and offering mechanism, or because of the asset(s) they invest in. Our attorneys have broad-based experience in structuring private funds of various types, including hedge funds, private equity funds, venture capital funds, real estate funds and loan funds. The managers for these investment vehicles are often required to register as investment advisers; our attorneys can help these firms with the requirements of applicable state and Federal law, including assistance with formation, disclosure documents and compliance requirements.

Registered Investment Advisers

Firms that manage securities portfolios for clients, whether as separate accounts or in pooled form, are generally required to register under applicable state law or the Investment Advisers Act. Advisers are considered to be fiduciaries, and their businesses are held to the highest disclosure and conduct standards. Compliance with these standards requires preparing disclosure documents, creating and maintaining compliance policies and procedures and adhering to numerous substantive and procedural requirements. Where applicable, advisers that manage registered funds are required to comply with various provisions of the Investment Company Act. Our attorneys have experience with a host of different businesses and business models, ranging from retail advisory services to institutional and private fund portfolio management.

Fund Distributors

Firms that distribute securities issued by registered funds and other pooled vehicles are generally regulated as broker-dealers under the Securities Exchange Act and are members of the Financial Industry Regulatory Authority (FINRA). These firms face a wide variety of legal and regulatory challenges in managing their business, and our attorneys have experience with providing advice to broker-dealers under a host of circumstances, including capital raising, mergers & acquisitions, changes in operations and compliance.

Ancillary Practices

Our Investment Management practice group works closely with attorneys from across the firm, including those with experience in the following areas:

  • Derivatives
  • Real estate capital markets
  • Taxation
  • ERISA and related benefit plan issues
  • Mergers and acquisitions
  • Cross border issues