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Registered Funds

Helping clients bring innovative retail investment products to market
Registered Funds

Goodwin’s Registered Funds practice specializes in helping asset managers and registered investment companies launch and develop their businesses of offering products to retail investors. We have extensive experience helping clients of all sizes meet their retail investment business objectives with innovative and sophisticated solutions.

Our lawyers have decades of experience serving the registered fund industry, from counseling registered investment companies, asset managers, and their funds on a wide range of issues under the Investment Company Act of 1940 (the 1940 Act), the Investment Advisers Act of 1940, and other securities laws to advising the independent board members of registered funds. We have particular expertise in the structuring of closed-end funds and offering private market and other alternative asset strategies to retail investors. We also specialize in advising clients on all matters related to exchange-traded funds (ETFs).

Connect with our Registered Funds team and let us know how we can help.

AREAS OF FOCUS

Our comprehensive range of services to registered funds, fund sponsors, advisers, and fund boards includes:

Our team guides clients through complex regulatory matters and works with regulatory authorities, such as the Securities and Exchange Commission (SEC), on registration statements, no-action letters, and exemptive applications. We also advise clients on affiliated transactions, regulatory examinations, enforcement actions, and the design and implementation of compliance programs.

We help clients navigate the full life cycle of fund formation, ensuring structures are tailored to unique business objectives and regulatory requirements. Our team advises on disclosure obligations, complex operational issues related to private market and alternative asset strategies, and the structuring of joint ventures connected to managing registered funds.

Our team advises on strategic transactions involving adviser acquisitions, fund reorganizations, and other business combinations. In addition, we draft and negotiate service agreements to help clients establish and maintain strong operational frameworks.

We counsel clients on shifting industry practices, market opportunities, and evolving trends. By staying ahead of change, we help registered investment companies, asset managers, and their funds strategize and capture new opportunities.

Our team represents managers of registered funds and independent board members in fee disputes and other litigation matters. We use our regulatory insight and trial experience to help clients effectively resolve complex conflicts.

TYPES OF FUNDS

Goodwin’s Registered Funds lawyers have extensive experience helping clients structure — and offer — a wide variety of retail fund structures, including interval and tender offer funds; mutual funds, ETFs, and registered funds of funds; business development companies; master-feeder funds; real estate investment trusts (REITs), including privately offered and non-traded REITs and REITs registered under the 1940 Act; and collective investment trusts for retirement plans.

For over 30 years, Goodwin lawyers have represented closed-end funds across their life cycles. We have particular expertise in structuring unlisted closed-end funds across various asset classes, including the reorganization of private funds into registered closed-end funds, and obtaining exemptive and other regulatory relief. We advise our clients on transactional matters relating to the launch of closed-end funds, including the formation of joint ventures and the challenging regulatory issues that can result from such arrangements. We have also advised listed closed-end funds on their initial and subsequent public offerings.

Goodwin lawyers have been instrumental in the ETF industry since it began more than 30 years ago. Starting with the launch of the SPDR (Standard & Poor’s Depositary Receipt), our team has represented ETF sponsors of all sizes across their businesses’ life cycles. We have extensive experience handling the structuring, offering, and regulatory matters related to ETFs and are widely recognized as authorities in the industry.

Goodwin Registered Funds lawyers also have deep expertise in other areas relevant to the ETF industry. We have extensive experience in broker-dealer matters, and our team includes lawyers who were involved in such matters while serving on the SEC staff. We have advised ETF managers on strategic transactions, including acquisitions, fund reorganizations, and licensing matters.

Complementary Expertise

Our Registered Funds team works closely with other Goodwin practices to advise clients on a comprehensive set of related topics. 

Goodwin’s Asset Management Transactions practice has deep and broad experience in advising clients on a wide range of strategic transactions as well as associated regulatory issues.

Our Brokers, Exchanges, and Trading team regularly advises clients on broker-dealer regulatory issues, including Financial Industry Regulatory Authority matters.

The Tax group advises clients on tax-related structuring for a wide variety of retail investment products, including novel approaches befitting innovative structures.

Our ERISA & Executive Compensation group provides comprehensive advice on the structuring of retail products for retirement plans, including regulatory developments regarding fiduciary standards for making alternative asset strategies available in such plans. The Banking group also assists with the structuring of collective investment trusts

Goodwin’s Real Estate practice advises clients on a wide variety of REIT structures, including non-traded REITs.

Our Government Investigations, Enforcement & White Collar Defense group has extensive experience counseling asset managers and investment companies facing SEC investigations or enforcement actions, as well as investigations from other federal and state regulatory authorities.

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