Investment Advisers Act Practice

Representing SEC-Registered Investment Advisers

Ms. Schnase has extensive experience under the Advisers Act stemming from more than 20 years of handling such matters as:

• Compliance programs under Advisers Act
  Rule 206(4)-7:
• risk assessments
• compliance policies and procedures
• annual compliance reviews
• legal support of the Chief Compliance Officer function
• compliance systems assistance
• in-house training programs

• SEC deficiency letter responses

• Investment Advisory Agreements

• Form ADV disclosures, including adviser registrations via web-based IARD system

• Investment adviser advertising, performance and website issues

• Liability for error issues, D&O/E&O insurance issues and contractual limitations of adviser liability

• Code of Ethics issues, including personal trading by portfolio managers

• Dual IAR-registered rep employee arrangements

• Sales of registered advisory firms and change of control issues

• Trading issues, such as:
• best execution
• trade allocations
• trade errors
• soft dollars
• "bunching" of orders

• Broker-dealer affiliation issues and activities under safe harbor Rule 3a4-1 (1934 Act)

• Proxy voting issues

• Solicitations of consent from private advisory clients

Investment Company Act Practice

Representing Mutual Funds and Other Registered Investment Companies

Ms. Schnase has wide-ranging experience under the 1940 Act and the complex rules and regulations governing mutual funds and other registered investment companies, including handling such matters as:

• Compliance programs under Rule 38a-1:

• risk assessments
• compliance policies and procedures
• annual compliance reviews
• legal support of the Chief Compliance Officer function
• compliance systems assistance
• in-house training programs

• Mutual fund organization, registration, structuring, acquisitions and reorganizations

• Corporate governance issues, including director independence and board self-assessments

• Code of Ethics issues

• Website reviews, use of Internet advertising, electronic transaction and delivery issues, E-signatures

• Fund advertising, performance issues, "incubating" funds, related performance information, cloned fund performance and related SEC, NASD and Morningstar/Lipper issues

• Conversions of pooled investment vehicles into mutual funds

• Gramm-Leach-Bliley (Regulation S-P) privacy issues

• Pricing and “fair valuation” issues

• Master/feeder, fund-of-funds and manager-of-managers fund structures

• Proxy statements (authorizing change of control, derivatives, amendment of fees and new investment adviser) and related voting issues

• Multi-class offerings and Rule 18f-3 multi-class plans

• Risk disclosures and plain English drafting

• Fund board size and structure, including function of board committees

• "Unfair burden" issues upon sale of adviser (Section 15(f))

• Independent directors and advice regarding fiduciary duties

• Section 6(c) and other exemption applications and no-action letter requests filed with the SEC