Investment Company and Investment Management
Investment Adviser and Broker-Dealer
Insurance Products
 

Creation of Investment Companies
Marketing and Distribution
On-going Compliance
Internal Audits, Regulatory Inspections and Enforcement
Independent Fund Directors
Our Publications, Newsletters and Client Alerts 
ERISA Fiduciary Compliance
 

• Creation of Investment Companies. The Investment Management Practice counsels financial services companies and portfolio managers on the development and creation of investment companies, including among other things:

• investment company product features
• designing complex and hybrid investment products, bank fiduciary products and programs
• requirements for registration of products and asset pools under
• US and foreign securities laws
• preparation of prospectuses, registration statements
• exemptions from US securities laws' registration requirements
• organization of private investment companies, hedge funds, and off-shore funds
• exemptive applications and no-action relief
• Internal Revenue Service ruling requests
• Department of Labor prohibited transaction exemptive applications and advisory opinion requests
• bank collective investment vehicles, including bank-advised or bank-serviced mutual funds
• bank fund conversions
• drafting and negotiating management contracts
• performance fees and other compensation issues
• investment products and practices
• agreements with service providers
• novel funding and capital-raising investment vehicles
• finance activities, including asset securitizations
• ERISA, tax, real estate and other legal issues
• business development companies
• transaction related advice including reorganizations, acquisitions and initial public offerings

• Marketing and Distribution. The Investment Management Practice provides advice regarding marketing and distribution of mutual fund shares on matters that include:

• advertising, performance disclosure and marketing materials
• asset allocation programs
• master feeder and wrap fee arrangements
• fund supermarkets
• compensation arrangement
• retail and wholesale delivery of investment products and services, including automated and electronic delivery
• insurance companies alliances
• bank distribution
• financing of mutual fund distribution activities

• On-Going Compliance. The Investment Management Practice acts as fund counsel or provides on-going advice to members of mutual fund boards of directors, portfolio managers, or other service providers, on among things:

• overall fiduciary duties of board members
• approval of investment advisory agreement
• regulatory reports
• 12b-1 plans
• custody and transfer agency arrangements
• prospectus disclosure
• affiliated transactions
• proxy preparation and shareholder meetings
• portfolio trading practices and procedures
• Subchapter M compliance
• fund mergers
• checklists of annual regulatory filings and board of directors' approvals
• trading activities, including use of financial futures and options, currency futures and options
• funding and asset liability management activities
• director and officer as well as professional (accounting and legal) liability
• board compliance responsibilities and internal investigations
• investment company finance, leveraging and B-share financing
• corporate trust activities, such as securities lending, tax withholding and reclamation, depository, safekeeping, bond indenture and bond default/bankruptcy, exchange offers, and corporate agency
• bankruptcy and insolvency of portfolio companies
• preparation of compliance manuals

• Internal Audits, Regulatory Inspections, Enforcement and Litigation. The Investment Management Practice provides advice on compliance with applicable specific laws and regulations to investment companies, investment advisers, broker-dealers and other entities that provide services to investment companies, that includes:

• interpretations of regulatory changes and necessary corrections
• performance of internal audit reviewing one or more subject areas for compliance
• preparation of compliance procedures
• compliance maintenance
• response assistance to regulatory agency requests
• assistance in handling client complaints
• representation in inspections, investigations, enforcement proceedings and litigation

• Independent Fund Directors. The Investment Management Practice acts as counsel to independent fund directors on matters that include:

• composition of the Board
• Board operations
• Board responsibilities with respect to investment advisory and distribution arrangements
• other Board responsibilities, including valuation and pricing of shares, codes of ethics, affiliated transactions, arrangements with third party providers
• general oversight responsibilities, including monitoring compliance programs, investment oversight, brokerage allocation policies, trade allocation policies including allocation of initial public offering, expenses, sales practices, registration statements and reports, insider trading
• attention to industry "best practices"
• role of the Board in extraordinary or emergency situation

• Our Publications, Newsletters and Client Alerts. The Investment Management Practice has published a treatise and contributes to various publications, circulates periodic newsletters and prepares targeted time-sensitive client alerts on industry developments, such as:

• congressional actions affecting investment companies and investment advisers
• regulatory initiatives by federal and state securities regulators and SROs, as well as banking and insurance regulators
• enforcement actions of state and federal agencies
• court decisions
• industry updates

Back to top
 

Investment Adviser and Broker-Dealer Status Questions
Organization of Investment Advisers and Broker-Dealers
On-Going Compliance
Internal Audits, Regulatory Inspections and Enforcement
Our Newsletters and Client Alerts
 

• Investment Adviser and Broker-Dealer Status. The Investment Management Practice advises financial service companies on:

• activities falling within federal and state definitions of investment adviser, broker and dealer
• exemptions and exclusions from investment adviser and broker-dealer regulation
• designing complex compensation arrangements consistent with exemptions and exclusions from investment adviser and broker-dealer regulation
• permissible activities of banks, trust companies, credit unions, and thrifts relying on bank exclusions from investment adviser and broker-dealer regulation
• permissible activities of finders and traders
• registration status of foreign investment advisers and broker-dealers

• Organization of Investment Advisers and Broker-Dealers. The Investment Management Practice advises financial service companies on matters under the Investment Advisers Act of 1940, the Securities Exchange Act of 1934, rules of self-regulatory organizations, and state blue sky laws, including:

• creating and organizing investment advisers and broker-dealers
• the registration of investment advisers under either the Investment Advisers Act of 1940 or state blue sky laws
• drafting disclosure contained in Form ADV
• the registration of broker-dealers under the Securities and Exchange Act of 1934 and state blue sky laws
• broker-dealer membership in self-regulatory organizations
• drafting disclosure contained in Form BD
• mergers and successions involving investment advisers and broker-dealers
• exemptive and no-action requests to the Securities and Exchange Commission, self-regulatory organizations, and state securities commissions
• negotiation of investment management agreements
• negotiation of selling group and securities distribution agreements
• broker-dealer introducing and clearing relationships
• broker-dealer selling alliances and fund supermarkets
• financial institution networking arrangements
• investment adviser and broker-dealer compensation structures
• commenting on rule proposals of the Securities and Exchange Commission and self-regulatory organizations that affect investment advisers and broker-dealers

• On-Going Compliance. The Investment Management Practice provides on-going advice on compliance issues affecting investment advisers and broker-dealers, including:

• fiduciary duties of investment advisers and broker-dealers
• best execution obligations of investment advisers and broker-dealers
• conflicts issues, including affiliated transaction and soft dollar issues
• reporting obligations under the Investment Advisers Act of 1940, the Securities Exchange Act of 1934, the rules of self-regulatory organizations, and state blue sky law
• updating and amending investment adviser and broker-dealer disclosure documents
• investment adviser and broker-dealer custody arrangements
• broker-dealer net capital requirement
• broker-dealer margin requirements
• broker-dealer trading practices
• preparation of investment adviser and broker-dealer compliance manuals and codes of ethics
• investment adviser and broker-dealer advertising

• Internal Audits, Regulatory Inspections and Enforcement. The Investment Management Practice provides advice on compliance with specific laws and regulations applicable to investment advisers and broker-dealers that includes:

• interpretations of regulatory changes
• performance of internal audits
• preparation for examinations by the Securities and Exchange Commission, self-regulatory organizations, and state securities authorities
• response to examinations and agency requests
• representation in litigation and enforcement actions

• Our Newsletters and Client Alerts. The Investment Management Practice publishes newsletters and prepares targeted time-sensitive client alerts on industry developments, such as:

• congressional actions affecting investment advisers and broker-dealers
• regulatory initiatives by federal and state securities regulators and self-regulatory organizations, as well as banking and insurance regulators
• enforcement actions of state and federal agencies
• court decisions
• industry updates

Back to top
 

Creation of Fixed and Variable Insurance Products
Marketing and Distribution
On-Going Compliance
Internal Audits, Regulatory Inspections and Enforcement
Our Newsletters and Client Alerts
 

• Creation of Fixed and Variable Insurance Products. The Investment Management Practice Group advises insurance companies and other financial services firms on the development and registration of insurance products suitable for retirement plan investment. These matters include:

• analysis of fixed and variable annuity and life insurance product features
• designing and structuring GICs, BICs and synthetic GICs and BICs, including analyses of tax and banking laws
• designing complex and hybrid retirement investment products and programs
• establishment and registration of insurance company separate accounts
• registration of variable annuities and variable life insurance policies
• unregistered variable annuities and variable life insurance policies
• exemptions from US securities laws' registration requirements
• preparation of prospectuses, registration statements, other disclosure documents (PPMs) and regulator reports
• investment in private investment companies, hedge funds, and off-shore funds and insurance products
• relationships with affiliated entities
• agreements with service providers
• ERISA, tax and other legal issues
• creation of insurance company proprietary mutual funds
• investment products and practices
• drafting and negotiating agreements with unaffiliated mutual funds

• Marketing and Distribution. The Investment Management Practice provides advice pertaining to the marketing and distribution of GICs, fixed and variable annuities and life insurance policies on issues involving:

• 401(k) plan markets
• GIC investments by 401(k) plans, pooled GIC funds and GIC portfolios
• profile prospectuses
• insurance company alliances
• insurance agencies
• distribution and selling agreements
• approving, appointing and contracting with registered representatives
• dual employees
• advertising, performance disclosure and marketing materials
• asset allocation programs
• compensation arrangements
• retail and wholesale delivery of registered and unregistered variable insurance products, including electronic delivery
• confirmations
• bank distribution
• off-shore sales activities

• On-Going Compliance. The Investment Management Practice acts as counsel or provides on-going advice on compliance with applicable laws and regulations to insurance companies, employee benefit plans, investment advisers, broker-dealers and other financial services firms with affiliated insurance agencies, on:

• exemptive applications and no-action relief
• relationships with affiliated entities
• ERISA fiduciary restrictions
• transactions with affiliated entities
• annual regulatory filings
• investment information provided to employee benefit plan participants
• communications with variable annuity contract owners and variable life insurance policy holders
• prospectus disclosure
• insurance company separate account mergers
• professional (accounting and legal) liability
• GAP and fair value accounting treatment of GICs and synthetic GICs
• regulatory record-keeping requirements
• tax treatment of employee benefit plans
• changes in insurance agency structure or third-party relationships

• Internal Audits, Regulatory Inspections and Enforcement. The Investment Management Practice provides advice on compliance with specific laws and regulations to insurance companies, employee benefit plans, investment advisers, broker-dealers and other entities involved in the design, issuance and distribution of variable insurance products, including:

• interpretations of statutory and regulatory changes and necessary corrections
• performance of internal audit reviewing one or more subject areas for compliance
• preparation of compliance procedures
• compliance maintenance
• response assistance to federal and state regulatory agency requests
• assistance in handling client complaints
• representation in inspections, investigations, enforcement proceedings and litigation

• Our Newsletters and Client Alerts. The Investment Management Practice publishes newsletters and prepares targeted time-sensitive client alerts on industry developments, such as:

• congressional actions affecting insurance companies, investment companies and employee benefit plans
• regulatory initiatives by federal and state securities regulators and SROs, as well as the IRS and DOL and banking and insurance regulators
• enforcement actions of state and federal agencies
• court decisions
• industry updates