Registered Funds

Shearman & Sterling provides counsel to fund management organizations, fund families and independent directors with respect to funds registered under the US Investment Company Act and European and Asian regulatory regimes. Our clients are both traditional mutual fund firms and innovative registered investment companies designed around complex investment programs, specialized tax needs and other related regulatory schemes.

We regularly advise on the structuring, formation and launch of registered investment funds, and we have significant experience representing both investment advisers and independent fund trustees on these matters. Our team has been instrumental in the formation and structuring of groundbreaking registered funds products, including one of the first and now the largest registered fund of hedge funds. We also represented an exchange traded fund formed by the Hong Kong government to dispose of a portfolio of Hong Kong shares; this matter was honored as “Equity Deal of the Year” by International Financial Law Review.

In the United States, we counsel clients on SEC and other regulatory inspection and enforcement matters as well as represent registered funds and advisers before the SEC, FINRA, CFTC and NFA. We provide advice on registration statement updates and have worked with clients to obtain SEC no-action letter relief with respect to proposed transactions. We also advise on corporate transactions involving asset management businesses, including mergers and acquisitions of individual registered funds (so-called “fund adoptions”) and fund complexes, restructuring matters and changes in portfolio management. We regularly coordinate with our Derivatives & Structured Products and Tax groups to provide ISDA, commodities, tax and other specialized advice to our registered fund clients.

In the United Kingdom, Shearman & Sterling advises on the structure, establishment and registration of regulated funds, and provides managers, advisers and promoters of regulated and unregulated funds with advice on the boundaries of UK regulated activities. We are also experienced in the formation of UCITS funds, the structuring of those funds and the parameters of the UCITS Directive.

Our team is active in the registered funds industry, with attorneys serving on the American Bar Association Task Force on Mutual Funds and Derivatives and the Mutual Fund Directors Forum, as well as the lawyers’ steering committee for the Managed Funds Association.

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