Cipperman &
          Company

Investment Management Lawyers

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Biographies

Cipperman & Company

Representative Matters,
Deals and Transactions

Distribution

   Negotiated mutual fund trade routing and clearing agreements
   Drafted mutual fund and separate account wrap program agreements
   Completed transfer of accounts ($100 Billion) to new clearing broker
   Designed and implemented distribution arrangements, plans, and agreements
   Reviewed marketing materials for SEC, NASD, and AIMR compliance
   Advised large clearing firm with respect to fee-based advisory program
   Prepared brokerage account cash sweep documentation
   Structured the payment and receipt of solicitation and distribution fees

Technology

   Negotiated ASP trade order and routing system
   Created documentation for web-based institutional trading portal
   Prepared all documents for 22c-2 product offering by a large intermediary
   Drafted licensing agreements for preparation of fund financial statements
   Advised compliance system provider on applicable regulations

Fund Formation

   
Advised large equity manager on creation of pooled investment products
   Counseled large insurance company on creation of institutional equity fund
   Drafted Hedge Fund offering documents and related operating agreements
   Negotiated swap and derivative arrangements
   Negotiated investment advisory, administration, and distribution agreements
   Prepared Tender Offer documents for closed-end fund-of-funds
   Drafted and reviewed prospectuses, proxy statements, and annual reports

Other Representative Transactions

   Advised buyers and sellers with respect to investment adviser acquisitions
   Serve as fund counsel and independent directors counsel for mutual fund families
   Engaged by ETF sponsor for operational and compliance matters
   Served as U.S. counsel in connection with MBO of UK-based equity manager
   Conducted compliance reviews and authored Adviser and Broker-Dealer compliance manuals
   Drafted Code of Ethics and Insider Trading policies and procedures
   Counseled with respect to regulatory audits

   Created and registered federal and state advisers and broker-dealers