Services

For investment advisers and dually-registered investment adviser / broker-dealers, Anderson PLC:

• Advises on the formation, organization, and capitalization of the entity, drafts Form ADV Parts 1, 2A and 2B, and advises on other regulatory approvals and exemptions from registration (including, among others, under Commodity Trading Futures Commission regulations)
• Advises on, and drafts documentation relating to, general partner / management company structuring, formation, ownership, capitalization, and governance, including with respect to arrangements among principals, and employee compensation and retention matters
• Designs and implements comprehensive and independent diagnostic regulatory risk management reviews to identify gaps and weaknesses in the investment adviser’s governance, supervisory, and other compliance policies and processes
• Drafts and negotiates seed, follow-on, joint venture, and other management-company capitalization transactions
• Drafts practical, “plain English” compliance manuals and codes of ethics customized to the client’s business and operational risks
• Advises on appropriate supervisory structures and reporting relationships intended to avoid fiduciary and “failure-to-supervise” liability, and drafts supervisory policies and procedures
• Identifies and evaluates, and advises on how to mitigate, internal and external conflicts of interest
• Advises on questions regarding the internal interpretation and enforcement of the client’s policies and procedures
• Drafts, reviews, and negotiates agreements, including standardized and party-specific account agreements, investment management agreements, advisory account agreements, separately managed account agreements, sub-advisory agreements, side letters, trading counter-party agreements, research agreements, engagement letters, prime brokerage agreements, and commercial and other vendor agreements
• Designs and develops practical, effective testing and surveillance procedures and programs, customized to the client’s business
• Counsels on the investment adviser’s governance structures, including regarding board and committee composition, risk identification, mitigation, and reporting processes, and the scope and application of fiduciary obligations
• Designs, develops, and interprets insider-trading prevention and detection policies and procedures, and information barrier policies and processes
• Advises on legal, regulatory, and operational issues related to the development and launch of new funds, accounts, and products, including new, non-traditional, and complex products intended for retail distribution, reviews related marketing materials, and drafts and negotiates selling and product-distribution agreements
• Counsels on real-time trading issues, including, among others, real-time questions involving market rumors,  material non-public information, and “wall-crossing” transactions
• Designs, develops, and interprets policies and procedures governing the use of proprietary and third-party research, including in relation to the use of research aggregators
• Designs, develops, and interprets policies and procedures governing privacy, cybersecurity, and trade allocation requirements, soft dollar and directed brokerage arrangements, best execution obligations, and periodic and other position and portfolio valuations
• Counsels on the design, implementation, and interpretation of execution, valuation, risk management, new product, and other committees, and drafts committee charters, policies, and procedures
• Designs, develops, and interprets policies and procedures applicable to marketing, investor relations, and investor onboarding functions, including with respect to subscription documentation and requirements
• Reviews standardized and custom advertising, marketing, and performance reporting materials and communications
• Counsels on capital introduction policies, procedures, practices, and documentation
• Designs and develops due diligence / review processes relating to third-party products, sub-adviser relationships, and investment opportunities under consideration by the client
• Advises on the application of federal and state “pay-to-play” regulations, and designs and drafts relevant policies and procedures
• Advises on questions regarding compliance with requirements and exemptions under the Securities Act of 1933 and the Investment Company Act of 1940 (including, among other things, regarding the status of “knowledgeable employees”)
• Counsels on account and fund governance and liquidity issues, including in relation to redemption requests, application of gates, and lock-up requirements
• Advises operations and other staff on trade clearance and settlement documentation and processes, margin issues, dividend and reorganization issues, position transfers, and account-opening documentation
• Advises in-house lawyers and compliance officers regarding risks and duties unique to those roles
• Designs, develops, and interprets policies and procedures to comply with “benefit plan investor” requirements under ERISA
• Trains management and other employee groups, including specialized staff such as portfolio managers, research analysts, traders, program developers and engineers, operations staff, treasury staff, and senior and junior compliance officers, regarding ongoing and novel and unique regulatory requirements
• Designs, develops, and interprets policies and procedures relating to record-keeping obligations (including with respect to retaining and producing electronic communications)
• Advises on policies and procedures to comply with aggregation principles under Sections 13(d) and 13(g) of the Securities and Exchange Act (including questions regarding “group” status), to prevent short-swing liability under and otherwise to comply with Section 16, and to comply with non-U.S. position and transaction reporting and disclosure obligations
• Designs and develops practical disaster recovery / business continuity plans
• Designs and develops, and provides training regarding, policies and procedures relating to compliance with U.S. anti-money laundering regulations and the Foreign Corrupt Practices Act
• Counsels non-U.S.-based investment advisers regarding compliance with U.S. laws and regulations
• Counsels on preparing for, responding to, and defending routine, formal, and informal Securities and Exchange Commission inquiries, examinations, and investigations, including through designing and conducting confidential mock examinations of the client’s compliance program, supervisory processes, and internal controls
• Advises on and drafts responses to regulators’ deficiency letters and findings
• Advises on managing and responding to the client’s financial and / or reputational crisis
• Designs and develops broad-based and targeted remediation and regulatory reporting programs in response to ongoing and settled enforcement matters
• Advises on disclosure obligations that follow from, or that are part of resolving, regulatory investigations and enforcement actions, including where required to continue in business
• Counsels regarding the timing and content of self-reporting rule violations to the Securities and Exchange Commission and / or regulatory authorities
• Obtains formal and informal regulatory interpretations and no-action or exemptive relief
• Drafts and negotiates a wide variety of commercial and technology contracts
• Advises on business process and technology outsourcing projects
• In relation to asset and stock purchase, carve-out, joint venture, and other strategic transactions, advises on due diligence requirements and processes; drafts and negotiates confidentiality and non-disclosure documents, term sheets, letters of intent, and definitive transaction documentation; advises on obtaining regulatory approvals (including in relation to the assignment of investment advisory contracts); and designs and develops post-closing management, operational, and risk management integration plans
• Provides real-time monitoring of regulatory and legal developments affecting the industry and the relevant markets