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Investment Management & Compliance

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

Hodgson Russ’s Investment Management Practice 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
  • National Association of Securities Dealers (NASD) and National Futures Association (NFA) Requirements
  • The USA Patriot Act and anti-money-laundering (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

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, including federal registration (qualification requirements, filing Form ADV, ongoing filings and amendments) and state registration (qualification and examination requirements, filing Form ADV and other forms, ongoing filings and amendment)
  • Establishing offshore trading accounts
  • Establishing the investment advisory relationship, including investment advisory and investment management agreements; advertising, solicitation, and referral issues; compensation and performance fee issues; and custody and protection of client accounts
  • Managing the investment advisory relationship, including 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, and SEC inspections

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

  • Structuring issues, such as 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; and commodity pool issues; privacy and anti-money-laundering issues
  • Offering issues, including federal and state offering requirements, private placement memoranda and disclosure documents, subscription and related investor documentation, solicitation and referral issues, federal and state filings, and cross-border issues and compliance
  • Investment issues, such as 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; and Exchange Act beneficial ownership reporting and compliance
  • Investor relations issues, including reports to investors, proxy voting, confidentiality requirements, and investor disputes

We continually review developments in securities laws and regulations that affect investment managers, including legislative changes and new SEC 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.