'40 Act blog is a comprehensive source for legal developments related to investment advisers, mutual funds and exchange-traded funds.
Related Areas

Seward & Kissel’s Registered Funds and Mutual Funds practice is widely recognized as an industry leader in the representation of registered investment companies and other similarly-regulated entities.  In this regard, we advise Mutual Funds, Closed-End Funds, Exchange Traded Funds (ETFs), Business Development Companies (BDCs), and other entities that are registered under the Investment Company Act of 1940 (Investment Company Act) and the Securities Exchange Act of 1934 (Exchange Act) and with securities registered under the Securities Act of 1933 (Securities Act) regarding the full range of their activities.

We represent a variety of asset management organizations, including some of the largest mutual fund complexes domestically and globally, serving as counsel to over 250 mutual funds worldwide.  Our attorneys serve as counsel to investment advisers of registered funds and to the independent directors/trustees of registered funds.

We have a broad base of experience and enjoy relationships with key providers involved with the operation and administration of registered funds, including third-party fund administrators, fund accountants, auditors, custodians, authorized participants, technology providers, exchanges and index providers.

Our attorneys have held positions at regulatory agencies including the Securities and Exchange Commission (SEC) and are consistently recognized as thought leaders in the industry by The Best Lawyers in America, Legal 500 and Chambers and Partners.

The Registered Funds Practice Group provides comprehensive legal services to registered funds and mutual funds, including representation and advice regarding:

  • structuring, formation and registration of new registered funds and mutual funds, and separate series thereof, under the Investment Company Act, and the registration of fund securities under the Securities Act
  • fund reorganizations and fund “adoptions” including conversions of closed-end funds into mutual funds
  • ongoing reporting and disclosure obligations under the Investment Company Act and other Federal laws, rules and regulations, including the Securities Act and the Sarbanes-Oxley Act of 2002
  • the development, maintenance and implementation of compliance policies and procedures, codes of ethics, anti-money laundering programs, identity theft prevention programs and disaster recovery plans
  • compliance with rules and regulations of Federal agencies and securities exchanges
  • registration of investment advisers under the Investment Advisers Act of 1940 and the development of compliance programs that comply with applicable Federal laws, rules and regulations
  • responding to, and addressing findings from, SEC and FINRA staff examinations
  • preparing proxy materials in connection with shareholder meetings, including for fund mergers and acquisitions
  • drafting and negotiating service provider agreements and other contractual arrangements
  • conflicts of interest and, for independent directors/trustees, their obligations under the Investment Company Act and other applicable Federal and state laws
  • obtaining exemptive orders, no-action letters and other SEC regulatory and interpretive relief
  • providing ongoing regulatory and general advice in connection with the day-to-day operations and activities of funds

 

Other Core Practice Areas

Our team provides a full range of legal services, including representation and advice regarding the matters described above under “Registered Funds and Mutual Funds” to the following types of funds:

.Closed-End Funds


We advise clients regarding the organization, registration and operation of closed-end funds, including:

  • exchange listing and ongoing reporting requirements
  • proxy solicitations and contests
  • responses to activist investors
  • tender offers
  • dividend reinvestment plans

  • fund reorganizations
  • investor relations and marketing issues
  • affiliated transaction matters
  • compliance with beneficial ownership reporting requirements under Section 30(h) of the Investment Company Act and Section 16 of the Exchange Act and other related matters

.Exchange Traded Funds (ETFs)


We represent a number of ETFs and their investment advisers on complex legal issues including:

  • the structuring, formation and operation of ETF products and related regulatory matters, including for sponsors that seek to form or operate ETFs through a proprietary trust, a series trust or by becoming a sub-adviser to ETFs
  • negotiating agreements with potential index providers and developing customized indices
  • compliance with exchange listing requirements
  • negotiating distribution-related agreements, including agreements with authorized participants
  • requesting exemptive relief and other relief from the SEC

.Business Development Companies (BDCs)


Working with our capital markets, private equity, bankruptcy and restructuring, corporate finance, and tax practices, we counsel clients on the development and structuring of publicly- and privately-offered BDCs.

We have represented BDCs in:

  • requesting co-investment exemptive relief from the SEC
  • negotiating and establishing credit line facilities and investments in the types of portfolio companies in which BDCs typically invest
  • investing in distressed investments and restructurings, including workouts and bankruptcies
  • addressing the tax implications of being treated as regulated investment companies (RICs) for purposes of the Internal Revenue Code of 1986, as amended

Select Inter-Group Initiatives

The following represents key current joint initiatives between the Registered Funds Practice Group and other practice groups within the firm:

Environmental, Social and Governance (ESG)

Seward & Kissel’s multi-disciplinary Environmental, Social and Governance (ESG) team consists of a group of attorneys focused on ESG issues that is well-equipped to advise our clients, including registered funds, on a broad range of ESG considerations. Our attorneys have the experience to provide practical advice to our clients as they seek to create, evaluate and integrate ESG considerations and policies into their investment strategies and/or businesses, as well as manage the regulatory, compliance, litigation and reputational risks they present.