Blank Rome’s Investment Management attorneys have deep experience in all matters related to the representation of registered funds, their independent directors/trustees, and investment advisers. Our highly knowledgeable team provides advice across structural, operational, and regulatory matters with the highest level of service.
How We Can Help
- Counseling independent board members on their duties and responsibilities to oversee fund operations and protect shareholder interests
- Assisting with the annual 15(c) contract approval process
- Regulatory compliance under federal and state securities laws, including the Investment Company Act of 1940 and federal, state, and local “pay to play” rules
- Preparation of registration statements and proxy statements, and review of shareholder reports and marketing materials
- Defend mutual funds, ETFs, hedge funds, and their investment teams, investment officers, and risk and compliance functions in investigations conducted by the SEC, DOJ, and state regulators, including when necessary through civil and criminal jury trials
- Conduct reactive and proactive internal investigations into fund investment practices and strategies, fund disclosures, and workings of risk and compliance functions
- Advise on and assist with responses to SEC examinations, helping clients to understand reasoning behind questions asked by the SEC Staff, and working to identify and remediate possible issues before identified or investigated by the SEC
- Counseling in connection with board meetings and fund governance
- Organization and ongoing operation of investment management companies
- Development of innovative investment products
- SEC applications for exemptive orders and requests for no-action letters
- Risk management
- Distribution and service arrangements
- Financing transactions relating to closed-end investment companies, including interval funds and business development companies
- Fund of funds and master-feeder fund structures
- Advising on matters relating to wholly-owned fund subsidiary entities
- Employee Retirement Income Security Act (“ERISA”) and tax issues
- Stock exchange listing applications and compliance
- Advising on matters relating to closed-end funds and activist shareholders
- Reorganizations and liquidations of funds
- Review of D&O/E&O insurance policies
- Counseling on liquidity risk management matters
- Advising with respect to fund leverage matters
- Advising on valuation issues
- Counseling and registration of investment advisers
- Assistance with government relations efforts to achieve modification of legislation or regulations affecting the investment industry, or to help businesses and investment funds identify and explore opportunities, e.g., those related to $550 billion in Infrastructure Investment and Jobs Act funding controlled at the federal, state, or local government level
Counseling Funds & Independent Directors/Trustees
We have an in-depth knowledge and understanding of the responsibilities and issues impacting funds and their boards. Our Investment Management attorneys have decades of experience counseling funds and their independent directors/trustees and currently serve as fund counsel and/or counsel to the independent directors/trustees of more than 30 different fund complexes. Our client base ranges from small investment company complexes with one fund to mid-sized to larger complexes with many funds, with assets under management (“AUMs”) ranging from very small in the case of start-up firms to large complexes with billions of dollars in AUM.
We have extensive experience in counseling independent boards on all matters relating to their duties and responsibilities under federal and state laws. We regularly counsel and assist funds and their boards in their annual 15(c) contract approval process and advise on topics such as board governance and fund industry best practices, risk management oversight, cybersecurity, distribution arrangements, and directors and officers insurance policies.
The Annual 15(c) Contract Approval Process
One of the most important aspects of our experience with funds and their independent boards relates to counseling them through their 15(c) contract approval process both with respect to the initial consideration of investment advisory arrangements and with respect to annual renewals. Over the years, our Investment Management attorneys have counseled a large number and a wide variety of fund complexes on their 15(c) approval process, including with respect to best practices in this area. We have a broad perspective and knowledge base across the industry with respect to the 15(c) contract approval process.
Board Governance and Fund Best Practices
We have counseled funds and their independent boards on virtually every matter relating to their board governance responsibilities. Our work over the years with a wide variety of fund complexes—both large and small—allows us to provide our fund and independent director clients with substantial insight into board governance best practices. In addition, we advise our clients on fund industry best practices and emerging trends, as well as with respect to regulatory developments. For example, we frequently counsel on new or continuing industry hot topics, such as environmental, social, and governance (“ESG”) investing; liquidity risk management programs; the ETF rule; new derivatives and valuation rules; distribution arrangements; risk management; and cybersecurity.
Regulatory and Compliance Matters
We utilize our depth of knowledge and experience to help guide funds and their independent directors through the complex regulatory framework governing registered funds with a straightforward and practical approach. We counsel clients on regulatory and compliance matters with respect to federal and state securities laws, including: the Investment Company Act of 1940; the Investment Advisers Act of 1940; the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes-Oxley Act of 2002 and other federal securities laws; blue-sky and other state and local securities laws; tax, banking, and ERISA statutes and regulations; and federal, state, and local “pay to play” laws regulating the political activity of certain investment industry parties.
Multi-Manager or “Manager of Managers” Structures
We have extensive experience in working with fund groups that utilize an advisory/sub-advisory structure. Our Investment Management attorneys have worked with the funds and their independent directors of many well-known fund groups that operate as managers of managers.
Our experience encompasses many variations of the multi-manager model, including: clients utilizing a single sub-adviser for each fund; multi-managed funds utilizing more than one sub-adviser for a single fund; and multi-managed sub-advised funds in which a portion of the fund is managed directly by the adviser.
Our Investment Management attorneys have represented a number of umbrella (or turnkey) series trusts and/or their independent directors for decades, utilizing their collective experience with this type of fund structure. As a result of this experience, we understand and appreciate the unique challenges and matters that independent boards of series trusts may encounter in carrying out their responsibilities in overseeing multiple unaffiliated investment advisers, including smaller advisers in developmental stages.
Fund Reorganizations and Liquidations / Adviser Acquisitions
We have counseled clients with respect to hundreds of fund reorganizations and liquidations over the years. We also have substantial experience with the purchase or sale of investment advisers, as well as the purchase or sale of entire fund complexes.
Counseling Investment Advisers
Our Investment Management attorneys provide customized counsel to investment advisers on a wide variety of complex regulatory, structural, compliance, corporate governance, and transactional challenges, including substantial experience with the acquisition of investment advisory businesses. We also represent investment advisers of all sizes and types before the Securities and Exchange Commission and U.S. state regulatory agencies.
What Sets Us Apart
- Nationally Recognized Attorneys and Decades of Experience. Our Investment Management attorneys have decades of experience in the investment management industry and are nationally known and recognized for their representation of funds, their independent directors, and advisers of all types and sizes. Each of our clients benefits from our collective knowledge and our insight, judgment, and perspective, brought from our work with hundreds of fund groups in the investment management industry over the years.
- Strong Fund Formation and Board Counsel Practices. While serving as fund counsel is a core practice for us, we are very well known for our representation of the independent directors/trustees for many fund groups. The attorneys in our Investment Management group have served as fund counsel and/or counsel to the independent directors/trustees of fund complexes of all sizes, including a number of large and well-known fund groups. We believe our work with fund boards uniquely enhances our capabilities as fund and adviser counsel due to our deep understanding of how fund boards operate and the challenges they face, which allows us to work with fund advisers to address and present fund issues in a constructive manner. Each of our clients thus benefits from the additional insight, knowledge, and experience, and most importantly judgment, that we have obtained through our diverse roles as fund counsel, adviser counsel, and board counsel.
- Extensive Experience with All Types of Funds and Investment Strategies. We have extensive experience with all types of funds and investment strategies, including: actively and passively managed ETFs; alternative investment funds; ESG and impact funds; series trusts; fixed income funds; money market funds; loan funds; REIT funds; funds of funds; managed volatility funds; funds used as underlying investments for variable insurance products; closed-end funds (including closed-end interval funds); and specialty funds such as sector and real estate funds.
- Client Service. We invest in building real, long-term, lasting relationships with our clients, which in turn provides them with a customized and high level of service by counsel who truly understand their business and strategic plans.
- Thought Leaders. Our Investment Management attorneys are thought leaders in the industry, serving as regular speakers and authors, and are also frequently quoted on topics such as board governance, fund best practices, industry trends, regulatory developments, and cybersecurity. In addition, attorneys in our group are regularly invited to participate in industry roundtables and have served on advisory boards for industry publications. We also author the quarterly publication of Blank Rome’s Fund and Investment Management Regulatory Update and Recent SEC Actions and regularly host our CCO Roundtable for the chief compliance officers of investment advisers, broker dealers, sponsors of private investment funds, and registered investment companies.