Investment Companies, Private Funds, and Investment Advisers

We serve as counsel to investment companies, directors of investment companies, advisers, and other service providers of investment companies as well as mutual funds, ETFs, closed-end funds, private equity funds, hedge funds, real estate funds, and venture capital funds. We advise on the formation of investment companies, board supervision, filings, inspections, mergers and acquisitions of investment companies, and suitable compliance programs.

Our team represents:

• Private funds exempt from registration, providing advice on domestic and offshore formation, offering of securities in the United States and in non-U.S. jurisdictions, structuring and operation of compliance programs, expanding supervision and inspections by regulators, and filings mandated for advisers to private funds. We advise clients regarding the legal aspects of the increasing interest of the SEC in unregistered private funds and new SEC regulatory initiatives such as Form CRS and continuing issues regarding valuation of assets and fee calculations.
• Investment advisers, including both those that act as advisers to funds and advisory firms engaged in the management of individual accounts of their clients. We advise on the fiduciary duties of advisers, identify industry best practices, address SEC compliance issues affecting advisers, counsel clients on operational procedures and practices, assist with mock audits, and help clients respond effectively to regulatory examinations. While we counsel advisers who are subject to SEC regulation, we also guide firms in dealing with expanded state regulation of advisers s, as well as federal and state exemptions from registration as an investment adviser.

We also advise entities that seek guidance concerning how to operate their non-fund businesses without registration or supervision as regulated entities based on exclusions or exemptions from such registration and regulation. This is an area that may be critical to the success of a non-investment company business and requires a careful analysis of sensitive regulatory concerns.