Drinker Biddle’s Investment Management Practice Group consists of skilled lawyers within different disciplines who have proficiency with the complex regulatory schemes applicable to the investment management industry. The group has a long-standing history, placing it in the forefront of navigating the complex issues in the mutual fund and investment company industry.
Our ongoing interaction with regulators and the depth and breadth of our experience and knowledge prepare us to handle complicated and emerging issues and to provide our clients with creative solutions to legal as well as business concerns. Drinker Biddle provides a full range of legal services to investment company clients, including:
Fund Structure, Organization and Operation. The firm’s investment management lawyers have extensive experience in all aspects of the structuring, organization, registration and day-to-day operations of investment companies. Drinker Biddle lawyers have developed and represented investment companies using various fund structures (e.g., open-end and closed-end, single and multi- series and class, and master-feeder). We have prepared and filed all types of investment company organizational and other documents and are familiar with the preparation and negotiation of agreements used by investment companies, including investment advisory, administration, distribution, transfer agency, custodian, fund accounting, securities lending, financing, futures commission merchant and other agreements. Drinker Biddle lawyers interact regularly with regulatory and enforcement agencies to promote effectively our clients’ interests. We consult with the applicable regulatory agencies, including the Securities and Exchange Commission, Financial Industry Regulatory Authority, the Department of Labor, the Internal Revenue Service, the Commodity Futures Trading Commission, state regulators and various industry organizations, as necessary, regarding new legislative and administrative proposals, regulations, registration statements, exemptive orders and interpretations. Our lawyers have obtained on behalf of clients novel relief through numerous applications for exemptive relief and requests for no-action relief from provisions of the Investment Company Act of 1940.
Governance. Our lawyers have counseled Boards of Directors and Trustees on fund governance, the role of independent directors, their evaluation of fund service provider contracts and fees, affiliation and conflict of interest issues, industry best practices, standards of conduct and of judicial review of board action, and compliance with SEC and other regulatory requirements.
Transactions. The lawyers in the group have in-depth experience in converting unregistered pooled funds maintained by financial institutions into registered investment companies, in reorganizing investment products and registered investment company complexes, and in acquiring or selling investment companies and advisers.
Operations and Products. We advise clients on a host of legal issues and matters such as money market funds and Rule 2a-7, compliance programs, wrap fee accounts, asset allocation programs, cash management sweeps, bank networking arrangements, mutual fund supermarkets, leverage, buy-back and commercial paper features, advertising, sales and distribution, privacy, anti-money laundering and identity theft prevention laws, tax and ERISA, legislative requirements and registration and reporting for registered investment companies and variable annuity, variable life and separate account insurance products. We also provide assistance with investments, including the review and negotiation of futures and other derivatives agreements, repurchase agreements, and purchase and sale agreements, and the review of investments for compliance with applicable laws, rules, regulations and restrictions.
Exchange Traded Funds. Drinker Biddle lawyers have organized exchange traded funds, including handling the registration process, obtaining exemptive and no-action relief under the Investment Company Act of 1940 for active and passive exchange traded funds and the Securities Exchange Act of 1934, negotiating licensing agreements with index providers and filing listing applications with the exchanges. We have worked with the exchanges to amend their rules to list new types of exchange traded funds. We also counsel sponsors of exchange traded funds who may face unique regulatory issues because of their broker-dealer, investment banking and other conflicting activities.
Enforcement and Securities Litigation. Our securities litigation lawyers have experience in investment company litigation and enforcement proceedings.