Examples of Matt’s experience include:

Fund Counsel/Fund Formation

• Counseled directors of registered investment companies (including independent directors/trustees), registered investment advisers, family offices, private investment funds, fintech companies, and consumer financial services companies.
• Prepared SEC exemptive applications and no-action letters; assisted in drafting comment letters to the SEC on behalf of industry organizations and clients regarding proposed rulemakings; reviewed and prepared registration statements and periodic reports; drafted fund policies and procedures, codes of ethics, and third-party service agreements; first-chaired board and committee meetings for registered complexes.
• Assisted registered funds clients in preparing required SEC filings (including prospectuses, statements of additional information, and shareholder reports) and guided a team throughout the disclosure preparation and review process. Clients have included open-end funds, closed-end funds, business development companies, and insurance company separate accounts.
• Routinely counsel clients on all aspects of fund formation, including novel strategies undergoing SEC staff review, for closed-end funds (including interval funds and tender offer funds), mutual funds, ETFs, and BDCs.
• Significant experience in addressing the highly complex regulatory issues unique to defined outcome funds, interval funds, and tender offer funds.

Adviser Counsel

• Representing registered investment advisers in connection with the preparation of Form ADV and Form PF.
• Preparing investment adviser codes of ethics, compliance manuals, and compliance calendars.
• Coordinating the Section 15(c) process for fund complexes, advisers, and sub-advisers, and providing guidance during SEC staff examinations.

Mergers and Acquisitions

• Representing boards and advisers in reorganizations, mergers, acquisitions, and other business combinations of investment companies, including mutual fund-to-ETF and closed-end fund-to-ETF reorganizations.
• Negotiating and preparing plans of reorganization; preparing proxy statements, and closing documents.

Private Fund Formation

• Assisting in private fund formation (including hedge funds, private equity funds, REITs, and cryptocurrency-based private funds), including the creation of onshore/offshore entities and ensuring compliance with federal securities laws exemptions.
• Drafting private placement memoranda, operating agreements, subscription agreements, investment management agreements, side-pocket and other applicable documents.
• Provided secondaries counseling, including assisting advisers, general partners, limited partners and various institutional investors in evaluating business and legal risks, valuation matters, preparation of special purpose investment vehicles, and compliance with applicable state and federal law in offerings or acquisitions.
• Engagement with the LP community, including ILPA outreach.

Regulatory Compliance

• Counseling management on novel and emerging disclosure and compliance issues.
• Coordinating with the SEC’s Division of Examinations and Division of Enforcement, advising clients throughout regulatory examinations and assisting in developing action plans and responses to concerns raised.
• Coordinating with staff of the SEC’s Division of Investment Management’s Chief Counsel’s Office and Disclosure Review and Accounting Office to develop regulatory solutions for proposed new products, including outreach to senior officers to discuss policy considerations.