Outsourced General Counsel

For the appropriate client, we can perform outsourced compliance and General Counsel services. We believe this service is most appropriate for advisers with between $100 million and $10 billion in assets under management while they scale and manage their business. Depending on the agreed upon scope of services, we may agree to perform these services under one of the following arrangements:

• Fixed fee, typically ranging from $20,000 to $120,000 depending on the scope of services. Rates are subject to negotiation.
• A hybrid arrangement with a monthly retainer and hourly rates charged when the negotiated retainer has been extinguished (e.g., 5 hours).
• At hourly rates

The services we provide include:

• Maintenance of policies and procedures manual, code of ethics, cybersecurity / information security policies, risk assessments, and related documents that we update based on business and regulatory developments
• Conducting privileged and confidential mock examinations
• Development, review, and updates of risk assessments
• Annual review and testing of policies and procedures
• Defense of regulatory examinations
• Defense of enforcement inquiries
• Analysis and consulting related to existing employment agreements and restrictive covenants such as non-compete, non-solicitation, and non-work provisions under applicable state law
• Broker Protocol transition assistance
• Development, drafting and review of investment advisory, sub-advisory, TAMP, investment management, and retirement plan services agreements
• Review and negotiation of vendor agreements
• Corporate formation and drafting of operating agreements
• Mergers, acquisitions, and other transactions
• Enforcement defense before the SEC and FINRA
• Registration and ongoing maintenance of registration for investment advisers
• Maintaining and filing updates to Form ADV (Part 1, 2A, 2B, and 3), and affiliated investment adviser representatives’ Form U-4, including notice filings, and registration renewal filings
• Form D and Blue Sky filings for private fund managers
• Assisting with client concerns and complaints

Outsourced Compliance

These services provide investment adviser with counsel and work product designed to comply with applicable law. The services we provide include:

• Registration and ongoing maintenance of registration for investment advisers
• Drafting and review of Form ADV (Part 1, 2A, 2B, and 3)
• Form U-4 filings
• Notice filings
• Privileged and confidential mock examinations
• Annual review and testing of policies and procedures
• Defense of regulatory examinations
• Defense of enforcement inquiries
• Form D and Blue Sky filings for private fund managers
• Assisting with client complaints

Investment Adviser Transition / Break Away Services and Ongoing Support

We leverage our specialized experience to help advisers navigate the transition to their own independent RIA. This may include:

• Analysis and consulting related to existing employment agreements and restrictive covenants such as non-compete, non-solicitation, and non-work provisions under applicable state law
• Broker Protocol transition assistance
• Registration of the RIA through Form ADV filings
• Registration of the investment adviser representatives through Form U4
• Development, drafting and review of policies and procedures manual, code of ethics, cybersecurity / information security policies, risk assessments, and related documents
• Development, drafting and review of investment advisory, sub-advisory, TAMP, investment management, and retirement plan services agreements
• Review and negotiation of vendor agreements
• Ongoing support for the remaining life cycle of the RIA including renewal filings, updates, and compliance assistance with daily operations

Ongoing Counsel and Support

We provide the following services on an hourly rate basis, upon client request:

• Defense of regulatory examinations
• Defense of enforcement inquiries
• Updates policies and procedures manual, code of ethics, cybersecurity / information security policies, risk assessments, and related documents that we update based on business and regulatory developments
• Conducting privileged and confidential mock examinations
• Development, review, and updates of risk assessments
• Annual review and testing of policies and procedures
• Analysis and consulting related to existing employment agreements and restrictive covenants such as non-compete, non-solicitation, and non-work provisions under applicable state law
• Broker Protocol transition assistance
• Development, drafting and review of investment advisory, sub-advisory, TAMP, investment management, and retirement plan services agreements
• Review and negotiation of vendor agreements
• Corporate formation and drafting of operating agreements
• Mergers, acquisitions, and other transactions
• Enforcement defense before the SEC and FINRA
• Registration and ongoing maintenance of registration for investment advisers
• Filing updates to Form ADV (Part 1, 2A, 2B, and 3), and affiliated investment adviser representatives’ Form U-4, including notice filings, and registration renewal filings
• Form D and Blue Sky filings for private fund managers
• Assisting with client concerns and complaints

Private Fund Formation

We provide the following services as part of a fixed-fee engagement or on hourly rates, upon client request:

• Assist with legal entity formation and structuring of hedge funds, venture capital funds, special purpose vehicles, and other private investment funds
• Prepare fund documentation, including formation and organizational documents, private placement memoranda, subscription documents and other offering materials
• Provide regulatory counsel to managers on registration, exemption, and compliance issues and best practices
• Prepare fund and related entity documentation, including formation and organizational documents, private placement memoranda, subscription documents and other offering materials
• Review and negotiate service agreements with vendors, such as prime brokers, administrators, and auditors
• Prepare and file regulatory filings, such as Form D and state notice filings, Form ADV, and Form PF