Practice Areas

Lorna’s practice focuses on the Investment Advisers Act of 1940, the Investment Company Act of 1940 and related federal and state securities laws and regulations.
She represents primarily SEC-registered investment advisers, mutual funds and fund industry service providers of all sizes.

INVESTMENT ADVISERS ACT
  • Compliance programs under 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
  • Form ADV disclosures, including adviser registrations via web-based IARD system
  • Investment Advisory Agreements
  • Investment adviser advertising, performance and website issues
  • Code of Ethics issues, including personal trading by adviser personnel
  • Fiduciary duty 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)
  • Wrap fee programs, SMA and related accounts
  • Liability for error issues, D&O/E&O insurance issues and contractual limitations of adviser liability
  • Federal versus state registration of investment advisers and investment adviser representatives
  • Dual IAR-registered rep employee arrangements
  • Proxy voting issues
  • Sales of registered advisory firms and change of control issues
  • Solicitations of consent from private advisory clients
INVESTMENT COMPANY ACT
  • 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
  • SEC deficiency letter responses
  • Independent directors and fiduciary duties
  • Mutual fund organization, registration, structuring, acquisition and reorganization issues
  • 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))