Contact:
Marco E. Adelfio or
Robert M. Kurucza
Morrison & Foerster has an extensive practice representing participants in all facets of the investment management industry.
The firm, which has been repeatedly recognized by The American Lawyer and others as a preeminent firm in this field, represents registered investment companies, investment advisers, independent
directors, distributors, institutional and corporate investment funds, institutional investors, and venture capitalists. Morrison
& Foerster represents major investment companies, including preparing and processing their registration statements and assisting
in all aspects of their ongoing legal needs. The firm advises clients in disclosure and regulatory matters relating to the
federal securities laws, including primarily the Investment Company Act of 1940 and the Investment Advisers Act of 1940. In
addition, the firm represents investment clients not registered under the Investment Company Act. The practice group is particularly
active in advising commercial banks and other financial institutions with respect to mutual fund and investment advisory activities,
having one of the largest practices in the country in this area.
Investment Companies, Investment Advisers and Financial Institutions
Morrison & Foerster is primary outside counsel to a significant number of registered investment companies. Registered investment
company clients include closed-end and open-end funds, load and no-load funds, master/feeder funds, funds-of-funds, multi-manager
and multi-class funds. Fund clients invest across the spectrum of equity, bond, tax-free and money market securities, domestic
and foreign securities, and derivatives, and include funds that use asset allocation strategies, funds that are offered primarily
to institutional investors, and funds that serve as investment media for variable insurance separate accounts. Morrison &
Foerster has served as principal legal strategist for many of these funds from inception, preparing and processing their initial
registration statements, and thereafter assisting in all aspects of their ongoing operations.
Representation of registered investment companies involves, among other matters, disclosure and regulatory work relating to
the federal securities laws, including primarily the Investment Company Act of 1940 and the Investment Advisers Act of 1940,
and the preparation and negotiation of investment management contracts. Such representations also have included providing
advice on a number of manager acquisitions and mergers of major fund complexes. We also have obtained, on behalf of clients,
many exemptive orders and important no-action letters from the Securities and Exchange Commission on substantive and procedural
legal issues.
The firm also works with investment adviser, venture capital management and financial institution clients in the establishment
of pooled investment entities not registered under the Investment Company Act of 1940. These unregistered entities may be
established as limited partnerships, group trusts, limited liability companies or corporations (often outside the United States).
Interests in these issuers may be offered only overseas, or they may be offered on a “private placement” basis to institutional
investors or high net-worth individuals or in reliance upon other specific securities law exemptions or exclusions. An increasingly
important part of our practice involves representing holding companies and operating companies with substantial investment
activities in avoiding regulation as investment companies. These so-called “status” issues typically involve analyzing and
directing the structure of clients’ investment activities, or the deployment of clients’ cash reserves and other assets. Status
issues are increasingly common among Internet and new media companies that desire to foster and participate in new technologies
partly through investments in other companies. Our representation of these clients includes counseling as to corporate, regulatory,
compliance, tax and ERISA matters.
The firm has a dynamic practice in the representation of commercial banks and other financial institutions with respect to
mutual fund and other investment management activities. The representation of these financial institutions often involves
analysis and planning with respect to the Gramm-Leach-Bliley Act and other federal and state banking laws that govern the
allowable scope and manner of operations of securities activities by such institutions. It also involves the interplay between
state and federal laws governing the exercise of trust powers.
In addition to our counseling work in the investment management area, our practice is active in the area of representing investment
companies and investment advisers in administrative proceedings and litigation in a variety of federal and state actions.
Litigation in this area frequently addresses issues of disclosure under the securities laws, regulatory compliance, independence,
and fiduciary responsibility.
Pooled Real Estate Funds
Morrison & Foerster also represents clients in connection with real estate investments. Work in this area involves establishing
commingled real estate funds for equity and mortgage real estate investments, and preparing private offering memoranda and
other disclosure documents. These funds include real estate investment trusts (REITs), partnerships, limited liability companies,
or group trusts. Our work for these clients also includes substantial involvement by our tax and ERISA practitioners with
respect to structuring. We do similar work in our representation of institutional investors. Our Real Estate Group serves
as counsel with respect to acquisitions, dispositions, joint ventures and financing transactions of all types for pooled funds
and individually-managed institutional accounts of our adviser clients, and for our direct institutional investor clients.
Institutional Investor Representation
The firm’s practice also extends to counseling plan fiduciaries requiring separate representation from plan sponsors. Our
extensive practice in representing fiduciaries providing investment advisory services to ERISA-regulated and governmental
plans has allowed us to develop expertise in all aspects of legal regulation of fiduciary conduct and investment transactions.
Tax and ERISA Matters
A significant aspect of Morrison & Foerster’s investment management practice entails advising clients on tax and ERISA matters.
The firm advises several large tax-exempt funds on the structure, regulation, and investment of funds. Our specialized tax
work for investment funds includes ongoing work with respect to Subchapter M for registered investment companies and REITs,
investment partnership tax matters, counseling with respect to “unrelated business taxable income” for tax-exempt investors,
and international tax planning relating to non-U.S. investors and investments. Our tax and ERISA practitioners work closely
and continually with our transactional and regulatory lawyers in the representation of our investment management clients.
