Investment Management

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The attorneys in Hodgson Russ’s Investment Management Practice Group organize, structure, and prepare the documentation for investment vehicles on behalf of investment managers. We also counsel investment managers about their compliance responsibilities, enabling them to serve their clients in a secure, confident manner.

We organize, structure, and prepare documentation for:

• Offshore and domestic funds
• Master feeder and parallel (side-by-side) funds
• Business development companies, funds of funds, long/short equity, venture capital, real estate, PIPE and commodity funds, funds supporting insurance products, and various other fund types

We also provide advice about investment management laws to managers, principals, and investors in:

• Federal- and state-registered investment advisers and advisers not required to be registered 
• Public and private investment companies, including open- and closed-end funds, business development companies, hedge funds, funds of funds, funds supporting variable life insurance, and variable annuity products
• Broker-dealers, banks, and insurance companies engaged in investment advisory activities

At Hodgson Russ, we take the time to learn about our clients so they can spend more time serving their clients. We do this by developing strong relationships with our clients and getting to know their current situations, operations, resources, and goals. In today’s faster-paced financial markets, we recognize that our clients need to be confident they have the knowledge and tools necessary to implement responses as quickly as changes occur.

Broad Coverage

Hodgson Russ attorneys use a comprehensive approach to strategy development and counsel. We work closely with clients to meet the increasing demands of federal and state regulators on the wide range of issues affecting investment managers, from organizing new private investment funds to developing compliance procedures. We also draw on our experienced tax attorneys to advise on international, federal, and state taxation issues and to structure tax-efficient investment vehicles.

Hodgson Russ’s Investment Management Practice Group attorneys have extensive experience counseling investment managers and investment funds on the requirements of:

• The Investment Advisers Act of 1940
• The Investment Company Act of 1940
• The Securities Act of 1933
• The Securities Exchange Act of 1934
• The Commodity Exchange Act
• Blue Sky (state) statutes and regulations
• NASD and National Futures Association (NFA) Requirements
• The USA Patriot Act and AML issues
• The Gramm-Leach-Bliley Act and related privacy laws
• The Internal Revenue Code and international tax matters
• Regulations and requirements for cross-border offerings

In-Depth Services

Our investment management practitioners have developed an in-depth understanding of the regulatory environment that investment managers work in, and we bring that knowledge to bear in providing thorough and responsive legal services.

We regularly counsel investment advisers on:

Dealing with investment adviser registration requirements

• Federal registration—qualification requirements, filing Form ADV, ongoing filings and amendments
• State registration—qualification and examination requirements, filing Form ADV and other forms, ongoing filings and amendments

Establishing offshore trading accounts

Establishing the investment advisory relationship

• Investment advisory and investment management agreements
• Advertising, solicitation, and referral issues
• Compensation and performance fee issues
• Custody and protection of client accounts

Managing the investment advisory relationship

• Compliance policies and procedures and duties of the chief compliance officer
• Trading conflicts and policies
• Proxy voting requirements
• Privacy of client financial information
• Record-keeping requirements
• SEC inspections

We counsel the organizers, managers, and investors in private investment funds on:

Structuring issues

• Flexible and effective investment vehicles, including limited partnerships, LLCs, and investment trusts
• Specialized structures, such as funds of funds, master-feeder funds, and series companies
• Exemptions from Investment Company Act registration
• Management profit-sharing and incentive-fee issues
• Employee Retirement Income Security Act (ERISA) issues
• Commodity pool issues
• Privacy and anti-money-laundering issues

Offering issues

• Federal and state offering requirements
• Private placement memoranda and disclosure documents
• Subscription and related investor documentation
• Solicitation and referral issues
• Federal and state filings
• Cross-border issues and compliance

Investment issues

• Valuation issues and procedures
• Trade execution, trade practices, and soft-dollar issues
• Restricted securities—resale and registration rights issues
• Transactions by or with affiliated entities
• Exchange Act beneficial ownership reporting and compliance

Investor relations issues

• Reports to investors
• Proxy voting
• Confidentiality requirements
• Investor disputes

Continuing Support

We continually review developments in securities laws and regulations that affect investment managers, including legislative changes and new Securities and Exchange Commission policies and requirements, to protect our clients and their interests. We extensively research each new rule and regulation to understand how it will impact our clients and work with them so that they — and their clients — are protected.