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Investment Management

Registered Funds

  • Overview

We advise on all aspects of the investment company business, from organizing and registering open-end and closed-end funds, including closed-end interval funds and exchange-traded funds, to providing ongoing advice to the funds, their board members and advisers.

Our services include:

Organization and Operation

  • Organization of registered fund entities, including preparation of organizational documents, subscription agreements and board material
  • Presentation at organizational board meetings
  • Negotiation and documentation of agreements with fund service providers
  • Registration under the Investment Company Act of 1940 and Securities Act of 1933, including preparation of registration statements and pre- and post-effective amendments, and conducting related discussions with SEC staff
  • Registration under the Securities Exchange Act of 1934 and stock exchange listing, as applicable
  • CFTC/NFA compliance and related filings
  • Review of annual and semi-annual shareholder reports and other periodic SEC filings
  • Preparation and review of compliance programs
  • Preparation of proxy statements
  • Review of advertising and marketing materials, including websites and performance disclosures
  • Advice on distribution of investment products, including 12b-1 plans, shareholder servicing plans and agreements with third-party financial intermediaries (including, in the case of exchange-traded funds, authorized participants)

Governance

  • Advice regarding the organization and operation of investment company boards, including independence analysis and committee structure
  • Attendance at board meetings
  • Advice to board members regarding fiduciary duty and other responsibilities under the Investment Company Act of 1940 and state corporate law
  • Preparation or review of board meeting minutes and memoranda

Compliance

  • Advice on general compliance and legal issues arising under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934 and other federal and state laws, including privacy laws, anti-money laundering laws, the Sarbanes-Oxley Act and the Dodd-Frank Act
  • Assistance with stock exchange listings and ongoing compliance
  • Assistance with SEC examinations and findings letters
  • Assistance with SEC enforcement investigations and administrative proceedings
  • Preparation of SEC exemptive applications and no-action requests
  • Chief compliance officer support

Transactions

  • Reorganizations, acquisitions and liquidations of registered funds
  • Private fund and bank collective investment fund conversions

Learn more about our transactional services.

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