Investment Advisers & Broker-Dealers

Finn Dixon & Herling represents investment advisers across the United States and in other countries (as to U.S. legal matters). Our clients range from smaller firms with less than $100 million under management and only a few employees, to larger firms with more than $10 billion under management and hundreds of employees. Investment adviser clients offer a broad variety of products and services, including: discretionary or non-discretionary managed account platforms; investment fund products (including hedge funds, private equity funds and fund of funds); multi-manager investment platforms; and products and services oriented toward specific investor types (such as, high net worth individuals, institutional investors, ERISA investors and insurance company separate accounts).

Finn Dixon & Herling also represents broker-dealers that engage in: marketing of hedge funds, private equity funds and other investment fund products; private placements; market making, proprietary trading, program trading, high frequency trading; and investment banking. With respect to fund marketing, we represent both independent placement agents as well as broker-dealers that are affiliated with investment advisers.

We provide a broad spectrum of legal services to investments advisers and broker-dealers, including advising on all aspects of: formation and related structuring matters; compliance with federal and state securities laws; investment adviser and broker-dealer licensing; and the development and implementation of compliance programs, marketing practices, client and service provider arrangements, personnel matters, strategic transactions, and related tax matters. Services include, without limitation, the following:

Formation and Start-up Matters

Advice regarding:

  • Structuring and tax considerations
  • Seed investors and seed investment transactions
  • Financing arrangements

Registration with the SEC, CFTC, State Securities Regulators; FINRA Membership

  • Advice regarding registration and membership requirements
  • Preparation and submission of application materials
  • Coordination with regulator during the application process

Development and Implementation of Compliance Programs

  • Advice regarding development of compliance program, written compliance procedures, code of ethics and continuing education program
  • Advice regarding supervision of personnel
  • Preparation of compliance procedures manual and code of ethics

Regulatory Examinations

Advice regarding:

  • Preparation for, and undergoing, a regulatory examination
  • Current areas of regulatory focus
  • Responding to regulatory inquiries, document requests and “deficiency letters”

Ongoing Compliance Matters

Advice regarding compliance with:

  • Investment Advisers Act of 1940
  • Securities Act of 1933 (including compliance with Regulation D and Regulation S)
  • Securities Exchange Act of 1934 (including Form 13F and Schedules 13D / 13G)
  • Commodity Exchange Act
  • ERISA

Advice regarding:

  • Identification and resolution of compliance issues
  • Internal testing and evaluation of the effectiveness of compliance procedures
  • Marketing practices (including web site compliance)
  • Review of existing compliance procedures, and preparation of related amendments

Personnel Matters

Advice regarding:

  • Employment agreements and consulting agreements
  • Compensation arrangements

Client Relationships; Contracts

  • Advice regarding development of client products and services
    • Managed account platforms
    • Investment funds (including hedge funds, private equity funds, funds of funds)
    • Multi-manager products
  • Contract preparation and negotiation
  • Manager due diligence practices

Strategic Transactions

Advice regarding:

  • Joint ventures
  • Exit strategies
  • Succession matters
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