Asset Management

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Willkie’s preeminent Asset Management Group provides legal services to a wide array of clients in the asset management industry, including privately owned investment advisers, publicly traded asset management firms, broker dealers, insurance companies and banks. We regularly advise asset managers on subjects ranging from operations, to fund formations, to compliance and regulation.  We provide insight and knowledge into the legal needs of sponsors of public and private funds alike, allowing us to bring a practical, efficient approach to analyzing issues and solving problems.  The group is Chambers rated in both regulated and private funds and was named “Investment Funds Firm of the Year” at the 2014 Chambers USA Awards for Excellence. Ours is one of the most sophisticated and respected teams in the asset management industry.

Our practice is multidisciplinary and closely integrated within the Firm. The group’s lawyers are regularly supported by many of the Firm's other departments and practice groups such as Tax, ERISA, Derivatives, Corporate Finance, Bank Finance, Bankruptcy, Real Estate and Litigation, to deliver comprehensive legal advice to our broad range of clients.

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Highlights

Managers

We represent a full spectrum of asset management companies of all sorts from investment banking firms, insurance companies and alternative asset managers, to small boutiques and family offices, on all aspects of their business. 

We counsel investment advisers on a wide range of legal and compliance obligations including:

  • the creation and implementation and testing of compliance programs and procedures
  • the formation of pooled investment entities
  • the development of advisory businesses, such as  separately managed account programs, wrap-fee programs, investor referral programs and funds of funds arrangements 
  • the operations and compliance obligations of family offices
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Regulated Funds

Our diverse regulated fund client base includes some of the largest fund complexes in the United States as well as smaller and specialty fund groups. We have insight into the operation and needs of many different types of fund and adviser organizations, allowing us to bring a practical, efficient approach to analyzing issues and solving problems. 

In our regulated funds practice we:

  • Advise a broad spectrum of mutual funds, closed-end funds, ETFs, BDCs and their advisers or independent directors on all aspects of their business, ranging from regulatory compliance to governance to investments.
  • Assist sponsors in the organization, registration and offering of all types of regulated funds. Recently, we have represented several major fund complexes in the creation of numerous new funds, including equity funds, fixed income funds, asset allocation funds, alternative investment funds, money market funds, index and enhanced index funds, multi-manager funds, target date funds, international funds, MLP funds, registered funds of hedge funds, and managed volatility funds.
  • Counsel closed end fund clients regarding securities transactions, including tender offers, secondary offerings, shelf registrations, preferred stock and rights offerings.
  • Counsel fund complexes in connection with operational matters and transactions, including the negotiation of credit facilities and securities lending programs, and also represent clients in their negotiations with fund service providers, such as subadvisers, custodians, transfer agents, placement agents and index providers.
  • Represent fund complexes in their interactions with the SEC and other regulators, including in connection with registration statement filings and amendments, proxy statements, reports, and applications for exemptive orders or no-action relief.
  • Have significant experience representing clients in connection with SEC examinations, inspections and enforcement actions and assisting clients in addressing collateral consequences arising from SEC proceedings.   
  • Assist funds and their sponsors in reviewing compliance programs and drafting compliance procedures, and perform compliance reviews on a range of issues, recently including issues relating to money market fund  compliance, cross-trades, fixed income yield reporting, performance presentation, valuation policies and practices, securities lending and fund accounting practices.
  • Represent broker-dealers in structuring programs and products offered to registered funds.
  • Have significant experience assisting clients with affiliated and unaffiliated fund merger transactions, including complex multiple fund mergers.  We also assist advisers in restructurings following consolidations, including with respect to aligning procedures, contracts and products.
  • Have represented many advisers and funds in the purchase and sale of mutual fund and other asset management businesses, as well as "fund adoptions."  We also counsel clients regarding change of control transactions involving fund advisers.
  • Have significant experience advising exchange-listed operating companies in connection with SEC staff inquiries concerning Investment Company Act status.
  • Have extensive experience serving as counsel to boards and independent directors, which provides us with insights into current market practices and the concerns of both management and independent board members.
  • Guide independent directors in their review of advisory and distribution contracts, responding to SEC inquiries and fulfilling their oversight and governance responsibilities.
  • Have represented boards of fund complexes in SEC and FINRA examinations and investigations. We also have served as special counsel to fund boards conducting internal investigations, including Sarbanes-Oxley whistleblower complaint proceedings.
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Hedge Funds

We advise an ever increasing number of hedge funds (including some of the largest and best known), hedge funds of funds, hybrid funds, reinsurance-related private funds and their advisers, managers and general partners on all aspects of their business. 

In the area of hedge funds we:

  • Provide representation to some of the most globally prominent hedge funds and hedge fund advisers.
  • Provide ongoing and comprehensive advice on all aspects of their operations and fund administration and regularly assist them in launching new U.S. and offshore funds or products and structuring and restructuring their businesses.
  • Represent newly organized advisers and funds in connection with their structure, organization, fund raising process and launch, including with respect to hedge funds, funds of funds, feeder funds that facilitate investment into third party funds, and the establishment of co-investment vehicles. These newly launched funds and managers include spin-outs, funds with seed arrangements and funds that raise capital organically.
  • Provide advice in seed or sponsor transactions in which a capital provider acquires an interest in a manager and its funds.
  • Have significant experience representing hedge fund clients pursuing a wide variety of investment strategies including long/short equity; multi-strategy; quantitative; global macro; fixed-income; distressed and high-yield; arbitrage; event-driven; and specific sector strategies; funds of funds and multi-manager funds; and commodity pools.
  • Represent major institutional investors and advise numerous family offices in connection with their investments in hedge funds, private equity funds (including co-investment opportunities), venture capital funds, commodity pools and other private funds.
  • Have developed extensive market intelligence regarding current trends, recent developments and fund terms as a result of our sponsor and investor representations
  • Represent several Bermuda-based reinsurance managers in connection with structuring investment funds and products that provide exposure to reinsurance and other insurance-linked investments.
  • Represent private funds and advisers participating in the governance of public and private portfolio companies.
  • Have represented advisers to hedge funds in connection with examinations and disciplinary actions brought by the SEC and CFTC.
  • Represent buyers and sellers in their acquisitions and dispositions of interests in private funds.
  • Represent hedge fund advisers in matters related to side-by-side management with registered funds and ERISA pools.
  • Represent hedge funds in negotiating swaps, prime brokerage, custody and other arrangements.

In addition, we are leaders on advising partners and principals on estate planning strategies and techniques and have extensive experience with the issues raised by the unique characteristics of carried and capital interests.  We advise our clients on complex carried interest planning and matters related to the ownership of their investment firms (including joint venture arrangements) often in multiple jurisdictions.

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Private Equity Funds

We represent a broad spectrum of private equity sponsors, from boutique sponsors and emerging managers to bulge-bracket alternative asset managers, advising on structuring and formation of domestic and international investment funds, funds of funds, managed accounts, pledge funds, investment management arrangements, carried interest plans, management company arrangements, co-investment arrangements, and related regulatory compliance. 

In this area, we:

  • Represent sponsors on their fundraising activities involving buyout, global, middle-market, venture, growth equity, credit opportunity, real estate and energy and other industry sector funds recently ranging in size from $100 million to over $11 billion.
  • Advise clients on spin-outs of private equity teams, and structuring and organization of the ownership arrangements of private investment firms and establishment of joint ventures and strategic partnerships in connection with the formation of asset management platforms. 
  • Represent buyers and sellers in secondary transfers of investment fund interests and investment portfolios funded with proprietary capital.
  • Represent a select group of large family offices, insurance companies and other institutional investors that actively invest across the private equity spectrum, including through acquisitions and dispositions of secondary interests in private funds and direct interests in portfolio companies, which combined with our extensive sponsor side activities, places us at the forefront of current private equity market trends.
  • Recently represented a sponsor in a stapled secondary transaction that include the formation of a private equity styled BDC to make additional venture capital investments. 
  • Have represented a real estate firm in the formation of real estate development, acquisition and special opportunity funds.
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Commodities and Derivatives

We represent numerous commodity pool operators (CPOs) and commodity trading advisors (CTAs), and are well-versed in CFTC and NFA requirements. Our Commodity Exchange Act practice, particularly with respect to CPOs and CTAs, encompasses expertise gained over decades of counseling clients. 

In our Commodities and Derivatives practice we:

  • Represent CPOs in connection with the launch of commodity pools, including pools that invest substantially all of their assets in commodity interests.  
  • Represent CTAs in connection with the negotiation of advisory agreements, including separately managed account agreements.
  • Regularly advise CPOs and CTAs with respect to the operation of, and provision of commodity interest trading advice to, registered investment companies, hedge funds, private equity funds and other investment vehicles.
  • Advise clients in connection with the negotiation of ISDAs and account agreements with futures commission merchants (FCMs).
  • Advise CTAs, CPOs and FCMs on general corporate matters.
  • Advise clients registering as CPOs and CTAs and also in qualifying for exemptions from such registrations.
  • Advise CPOs and CTAs with respect to ongoing compliance and reporting obligations including CFTC large trader reporting requirements (CFTC Forms 40 and 40S), Form CPO-PQR, Form CTA-PR, and NFA reporting requirements.
  • Advise CPOs and CTAs on a broad variety of trading and market-related issues, including speculative position limits and hedge exemptions.  
  • Assist clients in the process of becoming members of futures exchanges and swap execution facilities (SEFs).
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Broker-Dealers

We represent broker-dealers, bank holding company affiliates, and other securities professionals in their dealings in the U.S. and foreign capital and derivative markets. We advise them on all aspects of U.S. securities regulation, including regulation by the SEC, national securities exchanges, FINRA and other self-regulatory organizations. Our clients are securities firms whom we represent on trading and compliance matters, regulatory inquiries and examinations, and enforcement matters. We advise market professionals on cross-border transactions and the development and marketing of new products and services. In addition, we counsel major securities firms in developing compliance procedures as well as anti-money laundering procedures.