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U.S. Registered Investment Companies

For more than half a century, K&L Gates has been at the forefront in serving the registered investment company industry. Our investment management practice advises clients in every aspect of investment company formation, regulation, governance, and operation, and our clients receive advice on both novel and routine matters based on the tremendous breadth and depth of our collective experience.

These benefits extend to related areas of transactional and regulatory relevance to funds, including all manner of investment operations, regulatory interactions, and capital transactions. Clients appreciate our ability to bring them a broad industry view, from the largest asset management firms in the industry to startup fund managers. Capitalizing on our firm’s global network and the diverse capabilities and experiences of its lawyers, including those who have served on the staff at the U.S. Securities and Exchange Commission, Commodity Futures Trading Commision, Financial Industry Regulatory Authority, and bank regulators, as well as general counsel with fund managers, we provide a one-stop solution for all registered fund work.

Our services include:

  • Creation of new registered fund products
  • Preparation and negotiation of agreements, plans, and materials, as well as counseling relating to marketing, advertising, and distribution of funds
  • Creation of multiple class, master-feeder, manager-of-managers, and fund-of-funds structures
  • Preparation of SEC registration statements and periodic reports
  • Corporate governance of registered funds, as well as advising independent board members
  • Proxy statement preparation and shareholder meetings
  • Obtaining routine and novel exemptive, no-action, and similar regulatory relief
  • Negotiating, structuring, and evaluating the legal dimensions of investments in derivatives, short sales, structured products, private placements, and other financial instruments
  • Custody, administration, and transfer agency arrangements
  • Fund and manager mergers and acquisitions
  • Representation of registered funds and their managers and independent board members in litigation

We also handle compliance and disciplinary matters for registered fund clients. This includes:

  • Development of compliance policies and procedures, as well as advising advisers and fund boards on the complete range of regulatory issues, including valuation of assets, distribution practices, trade allocation, use of derivatives and leverage, industry best practices, securities lending, affiliated transactions and conflict of interest, soft dollar arrangements, liability insurance, and supervisory procedures
  • Representation of registered funds and their managers and independent board members in regulatory enforcement proceedings and examinations
  • Response to regulatory requests and SEC deficiency letters
  • “Mock” SEC examinations
  • SEC and FINRA advertising compliance, performance disclosure, and marketing materials
  • Code of ethics, privacy compliance, and anti-money laundering policies and procedures
  • Blue sky compliance
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