Our attorneys regularly counsel investment advisers on the laws, rules, and regulatory developments affecting their businesses. Our clients include advisers to some of the nation's largest mutual fund companies, as well as managers of hedge funds and other private investment companies, closed-end investment companies, business development companies, and wrap fee program sponsors and portfolio managers. We also counsel advisers that deliver advisory services on a "retail" basis--such as discretionary asset management, financial planning and asset allocation services to individual clients.
- Investment Adviser Registration Process. Investment advisers face a bifurcated system: small advisers register with their local state agency while large advisers register with the SEC. We have worked with firms to become registered as investment advisers with the SEC, drafting application materials and other items necessary for the establishment of an investment adviser. We handle filings through the IARD registration system and regularly prepare required SEC and state filings.
- Compliance Manuals. Recent SEC rulemaking and enforcement actions have underlined the importance of sound, comprehensive compliance procedures. We have pioneered a practical approach for written procedures that compliance officers have enthusiastically embraced.
- Brochures and Marketing Materials. Extensive rules and industry standards apply to investment adviser marketing materials. We are well-versed in these rules and standards and have worked closely with a number of clients in pioneering new marketing concepts.
- Day-to-day Compliance Issues. Compliance is a daily issue for investment advisers. We are fully versed on all regulatory issues for investment advisers, including investment adviser representative registration requirements; advisory agreements; compensation-related issues, including solicitor and referral arrangements; best execution, directed brokerage; soft dollars; aggregation and allocation practices; custody; proxy voting; and personal securities trading. Many of our clients are dually registered as broker-dealers, and we regularly advise on the intersection of broker-dealer and investment adviser regulatory requirements.
- Risk Management Audits. Given the recent proliferation of regulatory requirements and SEC sweep exams, investment advisers may be interested in assessments of their operations, from a best practice or industry practice perspective. The firm conducts both comprehensive and targeted compliance audits of investment adviser supervisory systems, focusing on areas most likely to expose the investment advisers to the risk of a regulatory enforcement action or private litigation.
- Financial Consulting and Advisory Programs. Financial planning, wrap fee programs and unified managed accounts are common advisory services provided in the high net worth or "retail" and retirement markets. We counsel clients regularly on issues relating to these programs, including risks relating to the use of programs developed by vendors and third party service providers.
- Exemptions and "Status Issues." We also have extensive expertise in the complex area of determining when engaging in certain activities, either on or offshore, would or would not require an individual or entity to register as an investment adviser. These questions may arise for individuals providing investment advice to a limited number of persons or under limited circumstances, or for broker-dealers, banks, or other persons who may be engaged in financial planning or other activities ancillary to their principal business. In this regard, we frequently speak with SEC and state regulators on matters relating to investment adviser regulation, and have been successful on a number of occasions in obtaining no-action letters and other forms of interpretive guidance clarifying difficult issues facing investment advisers.
© 2013 Sutherland Asbill & Brennan LLP