Overview

Our Investment Management lawyers have extensive experience in forming and providing ongoing legal services for registered investment companies.

A registered investment company is a vehicle that pools money from shareholders to collectively invest and trade in a portfolio of securities. The most common forms of registered investment companies are open-end investment companies and closed-end investment companies. Open-end investment companies are commonly known as mutual funds. Investment companies generally are organized under state law as business trusts or corporations. Fund sponsors rely on Thompson Hine to counsel them as to options available when structuring an investment company, to prepare and file organizational documents with state authorities, and to register the investment company and its shares with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 Act (the "1940 Act") and the Securities Act of 1933 (the "1933 Act"). Of course, once the investment company is organized and registered, our lawyers provide ongoing advice with respect to the operation and regulatory maintenance of the investment company.

Unlike the 1933 Act and the Securities Exchange Act of 1934, which are designed to protect investors mainly through disclosure, the 1940 Act imposes an extensive federal regulatory structure on investment companies. Our lawyers assist clients in developing and implementing compliance programs and regulatory controls designed to ensure compliance with, and deter and detect violations of, the 1940 Act and the other federal securities laws.

As with public companies, investment companies are overseen by a board of trustees or directors. The role of the board is to represent the interests of shareholders, approve major transactions and contractual arrangements, and provide oversight in matters involving conflicts of interest. Investment companies and their boards rely on us to advise them on regulatory and corporate governance matters, negotiate agreements with service providers, counsel them on regulatory and business developments, and provide business planning advice.

Independent trustees and directors also retain us as legal counsel.

The business of an investment company is to trade and invest in a portfolio of securities. Investment company clients call on Thompson Hine to negotiate and document investments in a variety of financial instruments, such as futures agreements, repurchase agreements, prime broker agreements, swaps and lines of credit.