Investment Services

Vedder Price P.C. attorneys provide a full range of services to a diverse financial services clientele. Attorneys practicing in the firm’s Investment Services Group are experienced in all aspects of federal and state investment company and investment adviser securities regulations, broker-dealer regulatory and compliance matters, derivatives and financial product matters, and ERISA and tax matters. Clients include mutual fund complexes, hedge and other private funds, money managers, broker-dealers, independent directors, and many other types of institutions such as banks, savings and loans, pension plan sponsors, group trusts, insurance companies and investment limited partnerships.

Vedder Price’s clients include hundreds of separate open- and closed-end 1940 Act registered funds,including separate accounts of major life insurance companies, along with non-registered hedge and other private funds. The size of the funds and fund groups that Vedder Price represents ranges from assets of less than $100 million to the multi-billion dollar range. The firm also represents independent directors of mutual funds and investment advisers to mutual funds (and other accounts, such as individual and institutional accounts). We also represent investment advisers, investment counsel firms and independent money managers that manage institutional and individual accounts. Vedder Price serves as counsel to various group trusts and other pooled-investment vehicles. Attorneys in the Investment Services Group have advised many financial services providers, including investment advisers, brokerage firms, banks, bank affiliates and life insurance companies, on the design, organization and distribution of new investment products.

Investment Company Matters

The firm has extensive experience in all types of investment company matters, from the financing and organizational concerns of the start-up phase to the managerial and regulatory issues involved in ongoing investment company operations. Vedder Price has experience in structuring new mutual funds, handling SEC investment company registrations and exemptive applications as well as state filings, addressing funds’ continuing disclosure obligations, negotiating a full range of contracts such as distribution, brokerage, foreign and domestic custody, shareholder servicing and insurance agreements, and counseling independent directors of investment companies on their duties and responsibilities under the law.

Attorneys work with in-house personnel to achieve the most cost-effective handling of compliance matters. The firm handles shareholder meeting preparations and proxy solicitation matters and advises fund management about reporting requirements, promotional materials and other regulatory matters such as SEC inspections. Vedder Price has extensive experience in handling transactional matters for investment companies, such as the reorganization of an investment company as a Massachusetts business trust or Delaware statutory trust or the acquisition by a mutual fund of one or more other investment companies. Attorneys counsel funds and advisers on advertising compliance and electronic distribution, including on-line transaction and privacy issues. The firm also has experience in variable insurance products. Attorneys in the firm’s tax department lend special knowledge with respect to Subchapter M tax treatment and other tax issues applicable to regulated investment companies and variable insurance products. Vedder Price attorneys also advise funds and advisers on trading in futures and options contracts and various hedging activities. The firm also has experience representing investment company and investment adviser clients in administrative proceedings and in securities and commercial litigation matters.

Investment Adviser Matters

Representation of investment adviser firms involves all aspects of federal and state registration and compliance matters, negotiation of investment management agreements, sales and acquisitions of investment advisory businesses and other general corporate matters, including tax planning. Drawing on the special knowledge of Vedder Price’s employee benefits and compensation group, our attorneys regularly provide investment adviser clients with advice on the implications of managing ERISA plan assets, including plan fiduciary responsibilities, special concerns relating to brokerage practices and fee arrangements and proxy-voting responsibilities. For advisory clients seeking to raise pooled assets through private placements or nonregistered vehicles, Vedder Price has organized hedge funds and other nonregistered pooled entities.

Broker-Dealer Matters

Vedder Price provides a variety of legal services for its diverse securities broker-dealer clients. The firm represents many broker-dealer affiliates of investment adviser and bank clients and also serves as counsel to independent broker-dealer firms. Vedder Price attorneys are experienced in SEC broker-dealer registrations, various state registrations and NASD membership matters, as well as various broker-dealer regulatory and compliance matters. The firm also prepares dealer, customer and clearing agreements, supervisory procedures manuals, employment agreements and other related documents. In addition, the firm represents its broker-dealer clients in their civil litigation matters, SEC and self-regulatory organization proceedings and enforcement activities.

Banks

Members of the Investment Services Group advise banks and their affiliates with regard to proprietary and non-proprietary mutual funds. This advice encompasses not only the management and operation of funds, but also the purchase of fund shares by banks in their fiduciary capacities. Vedder Price attorneys also have provided counsel with regard to the application of both securities and banking regulations to broker-dealer and investment advisory related matters, and the effects of the Gramm-Leach-Bliley Act. Members of the Investment Services Group coordinate these activities with members of Vedder Price’s Financial Institutions Group, which focuses on bank regulatory and transactional matters.

Derivatives and Financial Product Matters

Vedder Price provides a variety of legal services for clients using derivatives and other types of complex financial products. Vedder Price attorneys have experience representing members of the futures industry, including commodity trading advisors, commodity pool operators, futures commission merchants and introducing brokers. In addition, Vedder Price attorneys have handled CFTC registration matters for futures industry participants. Also, Vedder Price attorneys have drafted disclosure documents for futures industry participants and advised industry participants regarding promotional material and other compliance matters.

1940 Act Exempt Funds

Vedder Price attorneys have advised Investment Services Group clients on the structuring and operation of nonregistered funds, such as hedge funds, private equity funds and government pools. Vedder Price attorneys are experienced in creating the organizational and offering documents associated with such products.

Show all attorneys in this practice

• Broker/Dealers
• Directors & Officers
• Fund Formation
• Investment Advisers
• Mutual Funds
• Subprime Lending and Mortgage Task Force

• Cathy O'Kelly Named Trustee of the John Marshall Law School
• Around the water cooler — Vedder Price’s task force
• Vedder Price Institutes Subprime Lending and Mortgage Task Force
• Investment Adviser - Enhancing Your Internal Controls, 2007 Regional Meeting - Chicago
• David A. Sturms Nominated as Independent Counsel of the Year
• Vedder Price Announces Enhanced Fund Formation Group
• Fund Director's Guidebook, Third Edition (2006)
• Registration of Certain Hedge Fund Advisers
• ERISA Fiduciary Duties and the Recent Mutual Fund Investigations
• Amendments to Investment Company Advertising Rules

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• Investment Services