Fund Formation

• Routinely counseling clients on all aspects of fund formation, working closely with the portfolio management and distribution teams
• Significant experience in the highly complex investment, regulatory and tax issues that are unique to alternative mutual funds
• Structuring and developing offering documents for alternative mutual funds and closed-end interval funds, including passive and active “managed futures” strategies, funds using derivatives, and funds investing exclusively in illiquid and unique asset classes
• Advising clients in converting hedge funds to mutual funds and the requirements to preserve the funds’ performance track record
• Obtaining exemptive relief necessary to launch active and passive ETFs, self-indexing ETFs, funds-of-funds, as well as relief for manager-of-managers structures and variable insurance products
• Particular experience in representing series trusts

Adviser Counsel

• Representing registered investment advisers in connection with preparation of Form ADV, handling federal and state registrations and other regulatory matters
• Assisting advisers in their preparation of 15(c) materials for mutual fund clients
• Negotiating advisory agreements, joint venture agreements, and distribution related service agreements, as well as lines of credit, fund borrowing arrangements, and ISDA agreements

 Mergers and Acquisitions

• Representing boards and advisers in reorganizations, mergers, acquisitions and other business combinations of investment companies and other pooled investment funds
• Negotiating and preparing plans of reorganization; preparing proxy statements, tax opinions and related closing documents; and completing all due diligence items

Governance

• Representing independent directors and trustees with respect to contract approvals, valuation procedures, conflicts of interest issues, and general fiduciary matters
• Assisting boards with succession planning, self-assessments, and board composition, including negotiations related to changes in board composition
• Counseling boards on the issues particular to engaging sub-advisers, the use of fulcrum fees, and other areas requiring scrutiny

 Regulatory Compliance

• Counseling management with respect to novel disclosure issues, including use of derivatives
• Counseling clients throughout regulatory examinations, and assisting in developing action plans and responses to concerns raised
• Working collaboratively with compliance personnel and CCOs to identify risk areas and develop compliance policies that satisfy both the regulatory requirements, the clients interest in a robust compliance environment, and the business issues that impact the solution
• Negotiating swaps and structured notes on behalf of registered funds to ensure compliance with the Investment Company Act

Securities Litigation

• Supporting litigation attorneys in securities enforcement actions by providing regulatory analysis and defense strategies
• Assisting in various aspects of shareholder initiated proxy contests and related litigation