SEC/FINRA

The SEC/FINRA Practice Team handles a broad range of investment company, investment adviser and broker-dealer matters in connection with the sale of securities, including mutual funds, variable insurance products and other financial products.

FUNDS AND ADVISERS

In connection with both public and proprietary investment companies and federal and state registered investment advisers, the firm provides advice and consultation with regard to:

• Design, structure and operations of investment portfolios;
• Organization of investment companies and investment advisers;
• All aspects of federal and state registration and regulation of such entities, including, as appropriate, the preparation of prospectuses, registration statements, proxy materials and reports, and the filing of those documents with the Securities and Exchange Commission (SEC) and the states;
• Negotiation and documentation of agreements with custodians and other service providers;
• Specialized consultation and services relating to fund and adviser compliance matters, including Rule 38a-1 compliance;
• Attendance at meetings of boards of directors (either as counsel to the investment company, the adviser or the independent directors) to provide assistance and answer questions;
• Preparation of requests to the SEC seeking exemptive relief from regulation or no-action assurance;
• Investment company status opinions;
• Private offerings under Section 4(2) of the Securities Act of 1933 and Regulation D thereunder;
• Related federal tax law matters;
• Anti-money laundering and OFAC compliance;
• Commodity Exchange Act, futures, options and financial derivatives issues; and
• Monitoring of the operations of investment companies, their distributors and investment advisers for compliance with the federal securities and state "Blue Sky" laws.

BROKER-DEALERS

In connection with registered broker-dealers, the SEC/FINRA Team provides advice and consultation with regard to:

• Formation and registration of broker-dealers;
• Registered representative registration and termination filings and related issues;
• Supervisory control policies and procedures;
• Reporting obligations;
• Customer complaint handling and arbitrations;
• Employee/registered representative dispute counseling;
• Compliance and risk evaluation reviews;
• Development of new products and services;
• Regulatory examinations and investigations;
• AML and OFAC compliance;
• Books and records requirements;
• Cash and non-cash compensation arrangements and fee referral issues;
• A variety of investment-related distribution and advertising issues; and
• E-mail retention and production.

VARIABLE INSURANCE PRODUCTS

With regard to insurance related services, the firm's partners have been pioneers with respect to the applicability of the federal securities laws to insurance products. This specialty includes:

• Registration with the SEC of variable life insurance and variable annuity products under the Securities Act of 1933;
• Registration with the SEC (and subsequent deregistration) of related separate accounts and investment companies under the Investment Company Act of 1940;
• Registration of broker-dealers under the Securities Exchange Act of 1934;
• Registration of investment advisers under the Investment Advisers Act of 1940;
• Review of advertising, compliance policies and procedures;
• Negotiation and documentation of arrangements with distributors, other "joint venturers" and service providers; and
• Counsel concerning offerings made outside the United States.

The variable products practice area further includes consultation on a variety of insurance company regulatory matters, including:

• Advice and consultation on federal tax matters, ERISA, and certain state insurance law matters;
• Advice and consultation on Sarbanes-Oxley Act compliance;
• Rendering opinions that certain life insurance company accounts are not required to be registered under the Investment Company Act of 1940 and that certain life insurance company products are not required to be registered under the Securities Act of 1933.