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Funds and Investments

In the highly regulated ecosystem of investment transactions, Warner is the only firm that does it all – from private fund formation and representation, to venture capital investments, to investment adviser and broker dealer work and securities compliance consulting. As one of the first industry groups formed in Warner’s founding days, our team brings unparalleled experience in these areas – which encompass securities regulation, offerings, licensing, acquisitions, litigation and enforcement issues – and we do so with the resources of a full-service law firm behind us. However you are navigating the federal and state securities regulations – whether as a fund, sponsor, investor, adviser or broker, let our innovative attorneys and compliance consultants tailor a strategy specifically for your needs. We understand this complex space so we can guide you in the right direction.

Fund Formation

For fund sponsors and investors, we touch absolutely every aspect of fund transactions for our clients. Clients with angel fund, venture capital or private equity fund structures regularly count on us to expertly prepare their offering documents, counsel them on service provider contracts and oversee their required regulatory filings, through the organization, capital-raising and portfolio company investment stages. Many of our fund sponsors are not investment advisers, but still need to register their managers as external recording advisers (similar to an investment adviser). We can guide you through all of these requirements. For investors, we are here to assist with all of your investment and subscription documentation, negotiation of side letter agreements and tax structuring needs. Our breadth of experience makes us uniquely suited to advise you on the market terms with respect to these types of transactions.

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Strengths Snapshot

Your Warner Funds and Investments team can assist you with commonly recurring transactions, services, documentation, regulatory and dispute resolution matters:

Fund Formation and Investor Representation

VC funds, angel funds and equity funds – Loren Andrulis
  • Offering documents for capital raising – including private placement memoranda, limited partnership agreements, subscription agreements, side letters, management agreements and seeding arrangements
  • Regulatory filings
  • Service provider contracts – including fund administration and auditor agreements
  • Portfolio company investment transactions
  • Investment and subscription documentation for venture capital investors
  • Negotiation of side letter agreements
  • Tax structuring

Venture-Backed Emerging Growth Companies

Joscelyn Boucher
  • Offering documents for capital raising, including pre-seed and seed financing rounds, convertible notes, SAFE instruments, and preferred stock financings
  • Corporate governance
  • Commercial relationships and contracting
  • Strategic partnerships, joint ventures, mergers and acquisitions
  • Research and development, licensing, and distribution agreements

Investment Advisers, Asset Managers and Private Fund Advisers

Linda Paullin-Hebden
  • Client agreements – investment management, financial planning and wrap accounts
  • Family office services
  • Employment and independent contractor agreements
  • Practice management agreements, including restrictive covenants
  • Policies, procedures, forms and code of ethics
  • Outsourcing contracts – compliance, due diligence, cybersecurity and IT support
  • Third-party relationships – subadvisers, co-advisers and overlay managers
  • Marketing and solicitor agreements
  • Regulatory filings – including Form ADV, Form CRS, Form PF, Forms U4 and U5
  • Regulatory disclosures – compliance with PTE 2020-02 and rollover recommendations

Broker-Dealers

Shane Hansen
  • Employment and independent contractor agreements, including restrictive covenants
  • New Account and brokerage agreements
  • Net capital and subordinated debt arrangements
  • Clearing, subclearing and tri-party “piggyback” clearing agreements
  • Investment banking engagement letters
  • Underwriting and distribution agreements; selling agreements
  • Representative agreements, equity and incentive compensation plans and forgivable loans
  • Practice management and administrative services agreements
  • Separation and severance agreements
  • Common paymaster agreements
  • Referral and commission sharing agreements
  • Joint marketing agreements
  • Service agreements – data aggregation
  • Intercompany expense sharing agreements
  • Fairness opinions
  • Heightened supervision plans
  • Regulatory filings – including Form BD, Form CRS, Form BR, Forms U4 and U5
  • Regulatory disclosures and compliance with Regulation Best Interests
  • Regulatory disclosures – compliance with PTE 2020-02 and rollover recommendations

Risk Management and Compliance With State and Federal Securities Regulations

Linda Paullin-Hebden
  • Securities Act of 1933, Securities Exchange Act of 1934 and the Investment Advisers Act of 1940
  • Gramm-Leach-Bliley Financial Modernization Act of 1999 (GLB Act)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act
  • FINRA rules
  • State securities and investment laws
  • Compliance program policies and procedures
  • Administrative investigations involving the SEC, FINRA and state regulators
  • Heightened supervision plans
  • FINRA new member and continuing membership applications and materiality consultations
  • Securities arbitration and litigation

Services

Broker Dealer Services

We represent retail and investment banking brokerage firms that rely on our expertise in administrative investigations involving the SEC, FINRA, NYSE and SRO. Warner attorneys are well connected in the industry, as many members of our team held positions as federal and state government securities regulators. In addition, our attorneys have served on securities advisory committees and on boards with the NASAA. We help create compliance manuals, supervisory procedures, special supervision submissions to FINRA, no-action rulings and provide legal advice to general counsel and compliance officers who are confronted with day-to-day challenging situations. Mergers and acquisitions among broker-dealers, banks and insurance companies are an everyday occurrence in the industry. As counsel to the Michigan Bankers Association and to numerous banks, our firm prides itself on successfully creating bank and broker-dealer relationships. It’s this kind of real world expertise that drives the results you can expect from a partner like Warner.

Compliance Consulting

Our compliance consultants guide clients through regulatory challenges and requirements enforced by the SEC as well as state regulators. Through a variety of customized services, we provide registered investment advisers (RIAs) and brokerage firms with numerous resources to keep you current on reporting and compliance demands. We educate and train advisers on the Code of Ethics, Regulation S-ID and other topics of interest. Please visit the Funds and Investment Compliance Consulting section for more information.

Investment Adviser Services

Investment advisers, money managers and financial planners must adhere to numerous state and federal securities regulations, including the Securities Act, the Exchange Act, the Advisers Act, the Commodity Exchange Act, Dodd-Frank, and various FINRA rules. That’s where Warner attorneys step in to create a plan for your investment firm that includes risk management and regulatory compliance. We’ll guide you through the investment adviser and investment adviser representative registration process, whether at the federal or state level, and prepare and update form ADV, as well as related narratives and disclosures. We also help CPOs and CTAs register with the CFTC and submit initial and ongoing filings to the NFA. In addition, we provide compliance program policies and procedures, along with service contracts and agreements with both employed advisory representatives and independent contractors. From wrap fee program design to remedial action, we’re here to help you navigate the securities landscape.

Private Fund Services

At Warner, we advise on multiple hedge fund, venture capital and private equity fund structures, including managed accounts, funds-of-one, master-feeder structures, series funds, parallel funds and funds-of-funds. We will prepare for you a comprehensive set of offering documents, including private placement memoranda, limited partnership agreements, subscription agreements, investment management agreements, management entity agreements, side letters and seeding arrangements. In addition, we routinely provide advice on service provider contracts, including fund administration and auditor agreements. We also oversee numerous regulatory filings, including Form PF, Form CPO-PQR, Form CTA-PR and various Form TIC filings. Not only do we represent funds themselves in the organization, capital-raising and portfolio company investment stages, but we also represent fund investors. We stand ready to counsel investors in review of investment and subscription documentation, negotiation of side letter agreements, and tax structuring.

Full-Service Support

In our representation of private investment funds, investors, broker-dealers and investment advisers, clients should know that they have the weight of a full-service law firm behind them. Our experienced legal team is here to assist you in tax, ERISA, litigation and employment-related matters.

Funds and Investment Compliance Counseling

In the securities and investment industry, it’s critical to provide the best possible service to your clients while remaining in compliance with SEC and state regulations. The requirements and demands imposed by regulators make it difficult to do what you do best: delivering exceptional advice and service to your clients. That’s why we work with RIAs and brokerage firms to ensure the highest level of compliance. Our team includes experienced compliance professionals from the securities industry who provide onsite assistance to keep your advisers on track with registration and reporting, and we’ll even conduct mock exams and onsite training. With Warner, you’ll have the guidance and partnership you need, tailored the way you want.

Some of the services our clients use on a regular basis, include, but are not limited to:

Mock Exams (Advanced or Standard)

Mock exams are tailored to each firm’s specific needs. The advanced mock exam includes a review of the organization’s books, records and written compliance procedures. The standard mock exam includes a review of SEC hot topics.

Mock Exam with Execution of Recommendations

This service includes the advanced or standard mock exam services listed above, plus corrective steps to address weaknesses and deficiencies within compliance programs.

Corrective Action Review Exams

We assist the advisory firm by verifying corrective measures taken in response to an SEC examination deficiency letter are appropriate, effective and comply with the adviser’s written response to the regulator.

Mock Exam of Branch Offices

We’ll conduct onsite and/or document review of branch office records to determine compliance with the firm’s written compliance procedures.

Risk Assessment

Our consultants can help determine the risks in your organization and create a process to disclose and manage those risks.

On-going Compliance Program Support

We offer different levels of service to fit your compliance needs.

Custody Policy and Procedure Reviews

This process helps detect and prevent theft, misappropriation and fraud by employees or agents through careful review of business practices involving custody and controls surrounding client assets.

Advisory Firm Registration and Compliance

As an extension of your business, we’ll prepare registration and disclosure documents, responses to regulators, assist in the development of your firm’s risk matrix, create a compliance calendar and establish a journal for recordkeeping requirements.

Regulatory Filings

We prepare and submit regulatory filings for many of our clients. Some of those filings include: Form 13D, 13G, 13F and 13H; IARD amendment updates; firm brochure and disclosure preparations; advisory representative registration; and updates to WebCRD.

Compliance Education and Training

Customize your educational needs by working with our compliance consultants to devise training sessions on Code of Ethics and Regulation S-ID or around your topic of choice. We’ll come to you to make this efficient and fun!

Sub-Adviser / Vendor Due Diligence

We’ll assist your firm in verifying third party vendors to ensure they’re up-to-date on compliance procedures.

Advertising and Marketing Review

We work with advisers by reviewing advertising and marketing materials to confirm all materials follow Rule 206(4)-1 of the Advisers Act of 1940, as amended. In addition, we’ll review disclosures that often accompany marketing material to ensure full compliance.