Practice/Industry Group Overview
Sutherland designs and organizes mutual funds and advises funds, their sponsors and service providers on all aspects of operations.
Sutherland advises mutual funds and mutual fund boards, 529 plans, pension plans and insurance company separate accounts in matters ranging from portfolio investments to negotiations with regulators and counterparties. We provide our mutual fund clients with the big-picture guidance needed to determine the structure and type of vehicle best-suited to their needs and to the distribution channels on which they rely—as well as helping with details such as documentation, registration, regulatory approvals and drafting and negotiating agreements.
We guide our clients through the maze of issues related to the federal and state securities, commodities, tax and employee benefits laws and regulations, as well as corporate, trust, partnership, contract and intellectual property law matters related to clients’ businesses. We also advise offshore clients regarding the applicability of domestic laws and regulations.
Sutherland attorneys work with investment advisers, broker-dealers, transfer agents and plan administrators to overcome the challenges of regulatory compliance in an environment fraught with continuous change.
1940 Act experience. Exceptional experience advising clients within the often arcane provisions of the Investment Company Act of 1940.
SEC experience. Our attorneys have achieved ground-breaking exemptive relief from the SEC staff for certain investment companies. We know and have successfully worked with SEC staff to achieve our clients’ goals—no matter how novel.
Focus. We provide efficient partner-level focus and individualized service to our mutual fund clients that we believe is unique in this space.
Experience with boards. Sutherland serves as independent counsel to the independent trustees of mutual fund groups. In this capacity, we deal with the thorny governance and fiduciary duty issues often confronting trustees.
Regulator relationships. Sutherland has a long history of working well with federal and state regulators, and many of our attorneys are alumni of the SEC or FINRA. The valuable insights gained into these agencies help us better serve our clients.
M&A experience. During the past two decades, Sutherland has participated in the restructuring and consolidation of the investment management industry by advising on a significant number of mergers and acquisitions involving mutual funds, separate accounts, investment advisers, broker-dealers, plan administrators and transfer agents.
Defense. Sutherland regularly represents clients confronted with investigations, enforcement actions and disciplinary proceedings brought by the SEC, state attorneys general and state securities commissions, as well as FINRA and other self-regulatory organizations (SROs).
Distribution counseling. Sutherland has one of the nation’s largest distribution practices, and regularly counsels clients on the full spectrum of distribution channels and arrangements, including those that involve investment advisers, broker-dealers, banks, thrift institutions, trust companies, insurance companies, financial planners, transfer agents and plan administrators. We also routinely advise clients involved in multifaceted distribution arrangements, such as joint ventures between mutual fund distributors, broker-dealers and other types of financial institutions and intermediaries.
Nuts and Bolts
Disclosure documents and regulatory filings
- Registration statements and prospectus filings
- Private placement memoranda
- 529 plan disclosure booklets
- Annual reports
- Proxy materials
Independent legal counsel to fund boards of trustees
- Preparation of board agendas and materials
- Preparation of committee agendas and materials
- Coordination with the investment adviser and service providers relating to board materials
- Coordination with the chief compliance officer on relevant matters
- Attendance at board and committee meetings
- Regulatory updates to the board on relevant developments
- Preparation of board and committee meeting minutes
- Preparation of D&O questionnaires
- Assistance with board self-evaluations
- Preparation of board policies and guidelines
- Assistance in the advisory contract renewal process
- Preparation of fund registration statements and other disclosure documents
- Advice on fund mergers, consolidations, liquidations
- Responses to SEC comments on regulatory filings
- Responses to SEC examination findings/deficiency letters
Design, production and evaluation (audit) of compliance systems
- Design compliance systems and compliance department functions
- Draft and update written compliance policies and procedures
- Develop written supervisory procedures
- Audit operational compliance systems and functions
- Provide emergency response teams to remedy serious compliance deficiencies uncovered during regulatory exams, inquiries and investigations
- Respond to regulatory inquiries
- Conduct internal investigations
Defense of regulatory actions involving mutual funds or their service providers, including:
- Failure to disclose
- Mutual fund switching and late trading
- Soft dollar and directed brokerage misconduct
- Sales practice abuses
- Insider trading, market manipulation and penny stock cases
- Breaches of fiduciary duty
- Sale of unregistered securities
- Financial fraud
- “Fraud on the market” class actions, “mass actions” and Racketeer Influenced and Corrupt Organizations (RICO) Act claims
Sutherland’s mutual fund practice has the industry knowledge, SEC experience and client focus to deliver best in class service to our investment management clients.
Sutherland advises on formation and day to day operations of new mutual fund.
Sutherland serves as counsel to a newly formed mutual fund and its investment adviser, which manages several investment portfolios designed to support variable annuity guarantees. Sutherland provided counsel and drafted documents in connection with creating the fund and registering it with the SEC, and continues to advise with respect to regulatory and compliance matters.
Sutherland represents financial services firm registering new product in partnership with registered investment adviser.
Sutherland is representing a client, who is partnering with a very significant registered investment adviser, to bring the first variable longevity product ever to be developed to market. This will require unprecedented exemptive relief from certain provisions of the federal securities laws.
Sutherland advises mutual fund trustees on fund oversight.
Sutherland represents the independent trustees of a mid-sized mutual fund of socially responsible investments in connection with their ongoing oversight responsibilities related to the administration and operation of the fund, which uses a manager of managers model.