Below is a list of select services for investment advisers. Please contact Michael Scanlon to discuss these or other services your firm may need.

Select Services for Investment Advisers

• Compliance Questions. Advice on the many important questions, some quite difficult, that arise under the principles-based Investment Advisers Act of 1940 and the SEC regulations under that statute, as well as under other laws and regulations.

These questions relate to Codes of Ethics, Conflicts of Interest, the Custody Rule, Cybersecurity, Disclosures, ERISA, Error Resolution, Exempt Reporting Advisers, Fiduciary Duty, Identity Theft Prevention, the Marketing Rule, Paid Referrals, Privacy, Recordkeeping, Section 13 Reporting, Trading Practices (e.g., Best Execution, Soft Dollars, Directed Brokerage), Valuation and a myriad of additional topics.

• Compliance Programs – Risk Review. Review of firm’s business to determine compliance risks, including conflicts of interest, the firm’s compliance program should address to assure compliance with SEC’s investment adviser compliance program rule.

If the compliance program does not effectively address these risks, Michael can work with the firm to update the program so that it does.

• Compliance Programs – Specific Area Review. Review of firm’s practices, policies and procedures, and disclosures in a specific area and advice to the firm on any changes needed to comply with regulatory requirements and protect against claims.

Specific areas include (among others) Best Execution, Code of Ethics, Compliance Program Annual Review, the Custody Rule, Cybersecurity, Directed Brokerage, Fee Billing, Form ADV Delivery and Preparation, Identity Theft Prevention, the Marketing Rule, Material Non-Public Information (Insider Trading), Mutual Fund Share Classes, Paid Referrals, Political Contributions, Privacy, Recordkeeping, and Soft Dollars.

• Compliance Programs – Policies and Procedures. Preparation of new and revised compliance policies and procedures, including in response to (1) changes in laws, regulations or regulator guidance, (2) changes in firm activities or affiliations, and (2) deficiencies in existing policies and procedures identified by the firm or regulators.
• Disclosure and Marketing Material Reviews. Review of disclosures (e.g., Form ADV) and marketing material (e.g., Website, Performance Presentation) and advice on whether they comply with regulatory requirements, including GIPS requirements if the firm is GIPS-compliant, or otherwise could subject the firm to liability.

If changes are needed, Michael can work with the firm to make them. He can also prepare compliant disclosures for RFP responses and for acquisitions and restructurings.

• New Products and Services. Advice on, and assistance with, the structuring of new products and services (including SMAs, model portfolios and private funds) so they meet legal requirements and function as intended. As part of this work, Michael can negotiate agreements and prepare disclosures.
• Forms ADV, PF, CRS and N-1A. Assistance with preparing and updating disclosures on Form ADV, Form PF, Form CRS, and Form N-1A. Also, advice on when required disclosures must be made.
• SEC and State Registrations. Formation of new investment adviser entities and registration of them with the SEC or with state regulators, and withdrawal or termination of such registrations (when no longer needed). Michael can also assist in determining employees required to have Form ADV Supplements and to be state-licensed as investment adviser representatives.
• Agreements. Preparation, review and negotiation of client agreements, distribution agreements (e.g., Subadvisory, Referral, Model Delivery) and vendor agreements so they comply with relevant regulatory requirements and meet business objectives.
• SEC Examinations and Rule Proposals. Advice on how to handle SEC examinations, as well as on specific issues that arise in examinations. Michael can also prepare and submit comment letters on rules and rule amendments the SEC proposes.
• Acquisitions. Assistance with due diligence and advice on structuring acquisitions (including their aftermaths) so they comply with regulatory requirements and meet business objectives. Michael can also prepare the client consent letters that typically are an important part of acquisitions
• Disputes. Review of firm’s business, including how it maintains client relationships and describes services to clients, and advice on susceptibility to client disputes and how to avoid them. Michael can also assist with evaluating and resolving disputes that arise.

Select Services for National Banks

• OCC Regulation 9. Advice on 12 CFR Part 9, commonly referred to as “Reg. 9”. Reg 9 sets forth mandatory standards and procedures, including audit and other governance requirements, for national banks that engage in fiduciary activities. Reg. 9 also sets forth requirements for collective investment funds (CIFs).
• OCC Examination Comments and Matters Requiring Attention (MRAs). Assistance with addressing MRAs and other OCC examination comments relating to Reg. 9 and other banking laws, regulations and regulatory guidance.