Registered Funds
Overview
Seward & Kissel’s Registered Funds practice advises registered investment companies and similarly regulated entities on legal and regulatory matters affecting their operations.
We represent ETF sponsors, mutual funds, closed-end funds, business development companies (BDCs), and other vehicles registered under the Investment Company Act of 1940 and the Securities Exchange Act of 1934, as well as issuers with securities registered under the Securities Act of 1933.
We serve a broad range of asset managers, including many of the largest mutual fund and ETF complexes in the United States and globally, and act as counsel to more than 200 registered funds worldwide. Our lawyers advise investment advisers and serve as counsel to independent directors and trustees.
Our team includes former regulators, including lawyers who served at the Securities and Exchange Commission (SEC), bringing practical insight into product development, disclosure, and operational expectations.
We provide integrated support across the lifecycle of registered funds and ETFs. Our work includes structuring, formation, and registration of funds and series under the Investment Company Act; registration of fund securities under the Securities Act; and fund reorganizations, including conversions of mutual funds into ETFs, reorganizations of registered funds and Section 351 exchanges.
We advise on ongoing reporting and disclosure obligations under federal securities laws and support the development and maintenance of compliance programs, including policies and procedures, codes of ethics, anti-money laundering programs, identity theft prevention programs, and disaster recovery plans. We also counsel on compliance with the rules of federal agencies, securities exchanges, and ETF listing standards.
Our attorneys advise on investment adviser registration under the Investment Advisers Act of 1940, prepare proxy materials, draft and negotiate service provider agreements, and assist in responding to SEC and FINRA examinations. We also advise on conflicts of interest, governance matters, and the preparation of exemptive applications, no-action requests, and other regulatory relief, and provide ongoing advice on day-to-day operations.
We maintain long-standing relationships with key service providers, including fund administrators, accountants, auditors, custodians, authorized participants, market makers, technology providers, exchanges, and index providers, enabling practical, coordinated solutions aligned with how funds and ETFs operate.
Capabilities
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