Overview
Morrison Warren is the co-chair of Chapman’s Investment Management Practice Group. Morrison has extensive experience advising registered investment companies and their boards of directors, registered investment advisers, hedge funds, index providers, and broker-dealers on a variety of matters pertaining to the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and other securities laws. In addition, he has represented publicly held companies with respect to their compliance with stock exchange requirements and federal securities laws.
Morrison is perhaps best known for his representation of registered investment companies, including exchange-traded funds (ETFs), mutual funds, closed-end funds, and unit investment trusts. Morrison is one of the leading legal ETF practitioners and now serves as fund counsel to over 525 ETFs. His ETF clients include a wide range of asset managers, from startups to large, established firms. Through his representation of these clients, he has helped bring to market some of the most notable products in recent years, including the first 1940 Act commodity ETF, the first blockchain ETF, the first "defined outcome" ETFs, the first levered and inverse single-stock ETFs, one of the first bitcoin futures ETFs, three of the first spot bitcoin ETFs, and two of the first spot ether ETFs.
He also has extensive experience representing closed-end funds and mutual funds. The group he helps oversee at Chapman serves as fund counsel to over 200 mutual funds and closed-end funds. He regularly advises closed-end funds and their advisers on initial public offerings and follow-on rights offerings. Morrison also oversaw one of the first instances of an interval fund publicly listing its shares on a national securities exchange. Additionally, he has over 30 years of experience representing unit investment trusts and is part of a Chapman team that regularly serves as fund counsel for the initial offering of approximately 200 unit trusts annually. In total, Chapman’s Investment Management Practice Group serves as fund counsel to over $350 billion in registered investment company assets under management and is responsible for the filing of over 1,500 registration statements annually.
In recent years, Morrison has also been at the vanguard of the emerging blockchain and digital asset industry. He represents clients seeking to offer physically-backed bitcoin ETFs, ETFs principally investing in bitcoin futures contracts, and other issues relating to funds which invest in cryptocurrency in securities offerings. He also represents privately equity funds and private trusts that offer exposure to various cryptocurrencies, including Bitcoin (BTC), Ethereum (ETH), Polkadot (DOT), Avalanche (AVA), Tron (TRX), and Algorand (ALGO), among others.
Representative Matters
- The representation of numerous open-end, closed-end and exchange-traded funds in matters regarding their organization, federal registration and compliance issues. These funds serve as investment vehicles for both retail investors and variable annuity separate accounts.
- The representation of several hundred unit investment trusts and their sponsors in matters regarding their organization, federal and state registration, primary and secondary market offerings, and continuing compliance obligations.
- The representation of sponsors of numerous private investment companies in matters regarding the organization, offering, operation and compliance requirements of such funds.
- The representation of broker-dealers in matters regarding their organization and registration with FINRA, MSRB and SEC; continuing compliance obligations; periodic filings and their preparation of compliance manuals and supervisory procedures.
- The representation of investment advisers with regard to their organization, federal and state registration requirements, advertising restrictions, contract provisions, periodic filings and continuing compliance obligations.
- The representation of an alternative trading system with regard to its organization, preparation of supervisory and compliance procedures and federal registration.
Practice Focus
Memberships
Chamber of Digital Commerce
- Lawyers Committee
Chicago Bar Association
- Investment Management Subcommittee
Nicsa
- UIT Committee (recognized as a 2022 Volunteer of the Year for contributions to the UIT Committee)
Honors & Awards
Recognized by the Law Bulletin Publishing Company in 2003 as one of the "Forty Illinois Attorneys under Forty to Watch."
Passed Series 7 General Securities Representative Exam in July 1994
Passed Series 63 Uniform Securities Agent State Law Exam in October 1995
Passed Series 65 Uniform Investment Advisor Law Exam in February 1997
Admitted
Illinois, 1991
Education
University of Notre Dame Law School, J.D., 1991
- Development Editor, Notre Dame Journal of Legislation
Occidental College, A.B., Political Science, 1988
Notable Engagements
Counsel to Three Spot Bitcoin ETFs Approved by SECChapman acted as counsel on the registration and listing of three of the first spot bitcoin exchange-traded funds (ETFs) to launch in the United States, which received approval from the U.S. Securities and Exchange Commission (SEC).
Counsel to Two Spot Ether ETFs Approved by SECChapman acted as counsel on the registration and listing of two of the first eight spot Ethereum (ether) exchange-traded funds (ETFs) to begin trading in the United States, following the U.S. Securities and Exchange Commission (SEC) declaring the registration statements for the ether ETFs effective on July 22, 2024.
Insights
Publications
- Co-Author, "Reconsidering the 'Complex Product' Designation," Chapman and Cutler Insights, June 14, 2024
- Co-Author, “ETF Share Classes: A Path Forward,” The Investment Lawyer, February 2024
- Co-Author, “The Crypto Conundrum: Why Won’t the SEC Approve a Bitcoin ETF?,” The Chamber of Digital Commerce, September 2022
- Co-Author, "Interval and Tender Offer Closed-End Funds: Investment Company Alternatives to Traditional Funds," Journal of Investment Compliance. Vol. 20, No. 4, 2019
- Co-Author, “SEC Approves Generic Listing Standards for Actively-Managed ETFs,” Investment Lawyer. November 1, 2016
- Co-Author, “Domestic and Regulatory Treatment of ETFs – United States,” 17 Derivatives and Financial Instruments. February 5, 2015
Presentations
- Panelist, "Multi-Share Class ETFs Unpacked," NYSE ETF Education Series, June 4, 2024
- Panelist, "The Evolving Global ETF Legal Landscape," The ETP Forum, May 22, 2024
- Panelist, "Enhancing Accessibility: A Review of the Multi-Share Class Filings," NYSE Annual ETF Industry Summit, October 30, 2023
- Meeting Moderator, Securities Industry and Financial Markets Association (SIFMA) 2023 Investment Product Roundtable, October 24-25, 2023
- Interview with Douglas Yonas, Head of Exchange Traded Products, NYSE, ETF Central's The Podcast, October 18, 2023
- Panelist, "The Outlook for Crypto ETFs and Tokenization," 4th Annual ETFGI Global ETFs Insights Summit, October 4, 2023
- Panelist, “ETFs as a Share Class,” NYSE ETF Education Series, April 19, 2023
- Presenter, "FINRA Complex Products Proposal," Chicago Bar Association Investment Management Subcommittee, September 12, 2022
- Panelist, “What’s New, What’s Possible? Working with the New SEC,” Exchange: An ETF Experience, April 11, 2022
- Panelist, “The Future of Crypto and the SEC,” Real Vision's The Takeover: The Future of Blockchain, December 10, 2021
- Moderator, “Digital Assets ETFs,” Chamber of Digital Commerce Parallel Live, December 7, 2021
- Moderator, "The Future is Today: Digital Assets and Cryptocurrencies - Finding a Path to Being Exchange Traded," NYSE Annual ETF Industry Summit, April 27, 2021
Community
Working in the Schools (WITS)
- Board of Directors
