Jay S. Fitton

Senior Attorney Philadelphia
jay.fitton dbr.com
Phone: (215) 988-2697 (215) 988-2697


Jay S. Fitton represents and counsels organizations in the investment management industry, including investment companies and investment advisers. He advises clients on a variety of investment management and securities law matters, including fund formation; preparation of various securities filings; compliance matters; and the interpretation of various securities laws. He also counsels boards of directors on matters relating to fund governance, fiduciary duties, best practices, and compliance policies and procedures.

He drafts, reviews and provides advice on securities filings such as registration statements on Forms N-1A, N-2 and N-14, proxy statements and solicitation materials, information statements, exemptive applications and shareholder reports, in addition to state law filings, compliance policies and procedures and contracts.


Jay previously worked for several Fortune 500 financial services corporations, acting as in-house fund counsel to proprietary series of mutual funds. In addition, he has over 15 years of experience with a service administrator advising investment companies of varying sizes and their Boards on regulatory issues. His representative matters include:

  • Advising funds and their advisers regarding all aspects of the formation, operation, reorganization and liquidation of investment vehicles, including money market funds and variable annuity insurance funds.
  • Advising funds and their boards, including in connection with internal and external reorganizations, Securities and Exchange Commission inspections, regulatory filings, compliance matters, and annual 15(c) contract approval process.
  • Advising investment advisers, including in connection with the supervision of sub-advisers, Securities and Exchange Commission inspections, mergers and acquisitions, regulatory filings and compliance programs.
  • Advising funds and advisers in connection with obtaining exemptive relief, including fund of funds relief, multi-manager funds relief, and exchange traded fund relief.
  • Advising funds and advisers in connection with service provider and platform agreements.

Jay is a member of Drinker Biddle’s investment management practice, consistently ranked as one of the top investment management practices in the country by Chambers USA and The Legal 500.


Bar Admissions

  • Ohio
  • Pennsylvania


  • Indiana University School of Law, J.D.
  • Northwestern University, B.A., Political Science