Our lawyers have organized and represented investment companies using various fund structures including open-end and closed-end funds, active and passive ETFs, single and multi- series, and master-feeder funds. We represent retail and institutional investment companies and serve as legal counsel to investment company independent directors/trustees.
We provide a full range of legal services to investment company clients with extensive experience in the structuring, organization, registration and day-to-day operations of their businesses. We offer counsel on strategic transactions and conversions, governance requirements, formation and development of new products, and new legislative and administrative proposals, regulations, registration statements, exemptive orders and interpretations.
Fund Structure, Organization and Operation
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. Our lawyers have obtained novel relief for our clients through numerous applications for exemptive relief and requests for no-action relief from provisions of the Investment Company Act of 1940.
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, their evaluation of fund and service provider compliance programs, affiliation and conflict of interest issues, current regulatory issues and industry best practices, standards of conduct and of judicial review of board action and compliance with all applicable disclosure requirements.
Our lawyers have organized ETFs, handling the registration process, obtaining exemptive and no-action relief for active and passive ETFs, 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 ETFs and have counseled ETF sponsors facing unique regulatory issues because of their broker-dealer, investment banking and other conflicting activities.
Our lawyers have in-depth experience in converting unregistered pooled funds maintained by financial institutions into registered investment companies. Our team also has experience 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 subjects such as money market funds, compliance programs, 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; and 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.
Enforcement and Litigation
We advise clients in connection with enforcement proceedings, governmental and internal investigations and federal and state litigation, including class actions and derivative suits.
Drinker Biddle has 'a longstanding reputation as a go-to for funds and their boards…'The Legal 500 United States 2015
Ranked as one of the top registered fund/mutual fund practices in the country in 2015 by Chambers USA, U.S. News & World Report-Best Lawyers, and The Legal 500.
- Investment Management
- Commodity and Derivative Financial Products
- Business Tax
- Corporate and Securities
- Employee Benefits and Executive Compensation
- Financial Services ERISA
- Investment Advisers
- Private Funds and Alternative Products
- Securities and Corporate Governance Litigation