Services

Registered Funds

Morgan Lewis counsels more than 60 mutual fund, exchange-traded fund (ETF), and closed-end fund complexes, comprising well over 1,000 investment portfolios, and represents the independent directors or trustees of more than 20 fund complexes. Our fund clients range from those sponsored and advised by some of the world’s largest banks, insurance companies, and broker-dealers, to funds advised by independent investment advisers. Our fund clients collectively manage more than $1 trillion. We also represent their administrators, custodians, distributors, listing markets, subadvisers, transfer agents, and other service providers.

Working across a wide range of fund products, we advise clients on their most innovative product development projects. Our lawyers work with every asset class, including listed stocks, fixed-income securities, emerging market securities, derivative instruments, and commodities. Our advice encompasses the Investment Company Act of 1940 and extends to the full range of tax, market regulation, and distribution issues faced by the industry. We have experience in the review, development, and implementation of policies and procedures designed to ensure compliance with securities and other applicable laws.

Our lawyers have gained the respect of the US Securities and Exchange Commission (SEC) staff and other regulators. We have earned ready access to senior regulatory personnel when the occasion warrants based on our experience working with regulators, who know that whatever we present to them is based on a solid legal foundation.

Responding to our clients’ needs, we offer a team of mutual fund lawyers supported and complemented by lawyers who emphasize key related practice areas, including private funds, the Employee Retirement Income Security Act, tax, commodities, employee benefits, securities enforcement, and litigation.

Exchange Traded Funds

Our market-leading Exchange Traded Funds (ETF) practice is built to serve all aspects of an ETF business, from the entrepreneur seeking to enter the industry to the world’s largest financial institutions with established and varied product lines. Morgan Lewis has been counseling ETFs and their sponsors for more than 20 years and is the “go to” firm for the development of new and unique ETFs. We leverage our broad and deep experience to provide clients with valuable insights into the legal, operational, and regulatory challenges confronting the ETF industry and develop practical solutions to meet our clients’ needs.

Our team consists of lawyers whose practices span a variety of disciplines integral to the formation and operation of an ETF, including federal securities, derivatives, commodities, tax, and intellectual property laws. Our team is also part of our global investment management practice, which has a significant history in forming and developing financial products in the United States, Asia, and Europe. Together we work collaboratively with clients to structure and develop sophisticated exchange-traded products and navigate the complex regulatory processes involved, including the US Securities and Exchange Commission’s (SEC) exemptive order, registration, and exchange-listing process.

We are recognized leaders in the ETF industry, having worked with many of the largest ETF sponsors in the United States, including each of the top five as measured by assets under management. Our lawyers excel at breaking new ground in the ETF regulatory space, and we frequently collaborate with clients and SEC staff to do so. We have obtained innovative ETF exemptive orders, and helped structure and launch many first-in-class ETFs, including the following:

First fixed-income ETF
First ETF Section 12(d)(1) relief
One of the three inverse and leveraged ETF exemptions
One of the first actively managed ETF orders
First 1940 Act managed futures-strategy ETF
First China A Share ETF
First currency-hedged physical gold ETF
First semi-transparent actively managed ETF order
First hedge fund to ETF conversion

Our Scope

Clients look to us for comprehensive help in establishing, operating, and maintaining ETFs, including product structure and development; organization and registration; ongoing SEC, FINRA, and listing exchange compliance; board matters; fund reorganizations and conversions; and tax counseling. We also assist clients with mergers and acquisitions of ETF sponsors, and SEC inquiries and examinations.

Additionally, our team counsels ETF distributors, authorized participants and market makers, and service providers on a wide range of issues, including those involving creation and redemption transactions, ETF seeding arrangements, and trading regulations. We also regularly advise our clients on the following:

Cross-border ETF offerings and listings
ISDA agreements and other derivatives issues
Issues relating to commodity futures, commodity pool operators, commodity trading advisers, and CFTC regulations
Registration and listing of commodities, currency, and metals products under the Securities Act of 1933
Index licensing, patent, and other intellectual property matters
Cryptocurrency, tokens, and cryptocurrency strategies
Structures and transactions that promote tax efficiency
FINRA advertising and marketing requirements