Advice and Counseling to Private Funds and Registered Funds

Anderson PLC regularly advises small, medium, and large investment funds and their sponsors and managers regarding novel and routine capital-raising, registration, distribution, trading, regulatory compliance, governance, disclosure, liquidity, and strategic transactional matters.  The firm advises entities at all stages of a fund’s life-cycle, from development, formation, and initial capitalization, to marketing, operations, and regulatory reporting.  Anderson PLC also conducts internal investigations regarding private funds and registered funds, and defends regulatory examinations of those funds.

Bentley Anderson, the principal of Anderson PLC, has extensive experience working with various types of single-class, multiple-class, and master-feeder private funds and registered funds, including those implementing actively-traded equity, relative value, macro, event, credit, multi-strategy, and algorithmic, low-latency, and other “automated” and quantitative / programmatic trading strategies, as well as private equity and venture capital funds.  Mr. Anderson also has extensive experience working with fund registration, governance, trading, marketing, and operational matters under non-U.S. laws and regulations, including, among others, the European Union’s Undertakings for Collective Investment in Transferable Securities (“UCITS”) directive, and those applicable in the Cayman Islands, the British Virgin Islands, Guernsey, Ireland, and Luxembourg.

The firm additionally works with the vendors who provide custody, financing, administration, and transfer agency services to private funds and registered funds, including prime brokers, executing brokers, fund administrators, valuation services, and outside auditors.

Services

For private funds and registered funds, Anderson PLC:

  • Advises on the formation and organization of the entity, including single-class, multiple-class, master-feeder, fund-of-one, and other structures
  • Reviews, drafts, analyzes, and negotiates fund offering documentation, including private placement and other offering memoranda, in connection with seed, launch, and ongoing capitalization transactions
  • Develops written policies and procedures for, and advises on questions regarding, compliance with requirements and exemptions under the Investment Advisers Act of 1940, the Securities Act of 1933, and the Investment Company Act of 1940 (including, among others, regarding “inadvertent investment company” issues), and under Commodity Futures Trading Commission rules and regulations
  • Counsels on fund governance structures, including regarding board and committee composition, documentation, and risk identification and reporting processes, including in relation to approvals, continuance of investment advisory contracts, and conflict oversight and mitigation
  • Designs and implements independent, comprehensive, and targeted diagnostic regulatory risk management reviews, including to surveil fund trading practices relative to applicable requirements
  • Counsels on identifying, analyzing, documenting, and addressing carried interest and management compensation issues
  • Drafts and negotiates documentation relating to “first-loss” investment structures
  • Drafts, reviews and negotiates fund-related agreements, including investment management agreements, sub-advisory agreements, side letters, research agreements, selling and distribution agreements, engagement letters, prime brokerage agreements, trading counter-party agreements, and vendor agreements (including, among others, commercial and technology contracts)
  • Designs and develops due diligence / review processes relating to proposed and ongoing investment, co-investment, and sub-advisory relationships and other opportunities
  • Advises on analyzing, responding to, and documenting trade errors and their resolution
  • Designs and develops codes of ethics and insider-trading prevention and detection / information barrier policies and processes
  • Advises on real-time trading issues, including in relation to securities, futures, options, bank loans, direct investments in other funds, secondary market purchases of private securities, market rumors, material non-public information, and “wall-crossing” transactions
  • Designs and develops policies and procedures governing soft dollar and directed brokerage arrangements, best execution obligations, securities lending transactions, trade allocation requirements, affiliate transactions, and regular and other portfolio and position valuations
  • Counsels on the design and implementation of fund execution, valuation, and other committees, and drafts committee charters, policies, and procedures
  • Counsels on governance and liquidity issues, including in relation to redemption practices, policies, and requests, and to the application of gates and lock-up requirements
  • Advises on trade clearance and settlement documentation and processes, position financing issues, dividend and reorganization issues, position transfers, and related issues
  • Designs and develops policies and procedures to comply with “benefit plan investor” requirements under ERISA
  • Advises on standardized and unique fund advertising, distribution, and marketing proposals and communications, including performance disclosures and reporting
  • Designs and develops policies and procedures relating to proxy voting, fund record-keeping, privacy, and anti-money laundering obligations
  • Advises on policies and procedures to comply with aggregation principles under Sections 13(d) and 13(g) of the Securities and Exchange Act (including questions regarding “group” status), to prevent short-swing liability under and otherwise to comply with Section 16, and to comply with non-U.S. position and transaction reporting and disclosure obligations
  • Designs and develops practical disaster recovery / business continuity plans
  • Counsels on preparing for, responding to, and defending routine, formal, and informal Securities and Exchange Commission, Commodity Futures Trading Commission, and other regulatory authority inquiries, examinations, and sweeps, including through designing and conducting confidential mock examinations of the fund’s compliance program and internal controls
  • Obtains formal and informal regulatory interpretations and no-action or exemptive relief
  • In relation to fund consolidations, mergers, and acquisitions, advises on due diligence requirements and processes; drafts and negotiates confidentiality and non-disclosure documents, term sheets, letters of intent, and definitive transaction documentation; advises on obtaining regulatory approvals (including in relation to the assignment of investment advisory contracts); and designs and develops post-closing management, operational, and risk management integration plans
  • Provides real-time monitoring of regulatory and legal developments affecting the industry and the relevant markets