Investment Management

Courts in the US generally hold that investment advisers must adhere to the duty of loyalty and are required to act in good faith to advance the interests of the limited partners, or the beneficiaries of the fund; prohibited from misappropriation of the assets entrusted to its management; prohibited from engaging in self-interested transactions unless the terms of such transactions are entirely fair; and prohibited from solely taking profitable opportunities that come to the fund or the principal. 

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Investment advisers must be aware that any breech of a fiduciary duty may lead to liability to the investors in the fund and mere disclosure that a breach may occur is not likely sufficient to protect the adviser from legal action. Investment advisers are strongly encouraged to work with competent legal counsel before and while launching and managing an investment fund. 

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CBIG Law guides its clients through this very complex area of the law to avoid potential liabilities through proper structure, disclosure, drafting, review, and counsel. 

Our investment adviser practice includes the following services:

• Analysis of a client's potential registration requirements and any available exemptions from registration, whether at the state or federal level

• Structuring advice to avoid registration, liabilities and taxes

• Adviser registration and filing assistance, including drafting and filing Forms ADV and drafting required policies and procedures and codes of ethics

• State filing and blue sky law compliance, including drafting and filing state Form D Notices 

• Fund structuring, formation, and regulation, including alternative investment vehicles, private equity funds, hedge funds, real estate funds, digital asset funds, and offshore funds

• Development and review of documentation, including the following:

  • Fund organizational documents

  • Fund subscription agreements, side letters, and related documents

  • Fund private placement memoranda and other disclosure documents

  • Advisory agreements with institutional and natural person clients

  • Agreements with third-party service providers

• Regulatory compliance counseling regarding the substantive regulations including:

  • Advertising in traditional, online, and social media

  • Custody of client and investor funds

  • Management and performance fees, including when and how to charge performance-based fees

• No-action letters and other regulatory relief related to investment adviser issues