INVESTMENT ADVISER PRACTICE

INVESTMENT ADVISER PRACTICE

Investment Adviser Practice Seward & Kissel LLP is a leading law firm in the United States that provides legal advice emphasizing business, financial and commercial law and related litigation. The Firm has offices in New York s downtown financial district and in Washington D.C. near the Capitol and federal agencies. Seward & Kissel LLP was established in 1890 under the name Smith & Martin and changed its name to Seward & Kissel in 1968. One of the Firm s strongest practice areas is the Investment Adviser practice within the Firm s Investment Management Group. Attorneys within the Investment Adviser practice represent a wide range of investment advisory firms from new, start-up firms to large, well-established investment advisory firms. These attorneys work with clients in the areas of formation and registration, compliance with Federal and State regulation, domestic and international investing, mergers and acquisitions, compliance audits, investigations and enforcement actions. This brochure contains attorney advertising. Prior results do not guarantee a similar outcome.

Investment Adviser Practice Attorneys in our Investment Adviser practice have extensive experience with the regulatory and legal issues affecting investment advisers. They include former staff members of the Securities and Exchange Commission. Attorneys within the practice have strong working relationships with senior staff at various service providers throughout the investment management industry, including auditors, accountants, custodians, administrators, compliance specialists and sponsors of separately managed account programs. Attorneys in our Investment Adviser practice work closely with the attorneys in the Firm s other practice groups, including attorneys who specialize in the following areas: Investment Management, Corporate Finance, ERISA & Benefits, Taxation, Securities Enforcement and Arbitration, Broker-Dealer Regulation, Intellectual Property and Trusts & Estates. Legal Services Offered Attorneys in the Investment Adviser practice advise clients within an ever-changing and complex legal and regulatory framework. They provide a broad array of legal services to investment advisory clients, including advice and services relating to: 2

Attorneys within the Investment Adviser practice represent a wide range of investment advisory firms from new, start-up firms to large, well-established investment advisory firms. Formation and registration as an investment adviser with the Securities and Exchange Commission on Form ADV and, as applicable, with State securities regulators; Exceptions from the definition of investment adviser under the Investment Advisers Act of 1940, including the family office exception, and exemptions from the registration requirements of the Advisers Act, including the private fund adviser, venture capital fund adviser and foreign private adviser exemptions; Fiduciary obligations of investment advisers under Federal and State law, including obligations regarding disclosures of conflicts of interest; The terms and provisions of investment advisory contracts and agreements with advisory clients; Compliance with Federal and State securities laws, including the development of risk assessments, compliance policies and procedures (such as insider trading policies and codes of ethics); Annual Rule 206(4)-7 compliance reviews; Custody issues; Trading, brokerage arrangements and use of soft dollars; www.sewkis.com 3

Advertising and marketing activities, including website and performance disclosures; Public and private equity and debt security investments, commodity investments and derivative investments and investments in regulated industries (such as banking, insurance, gaming and telecommunication industries); Beneficial ownership reporting requirements (including requirements relating to Schedule 13D and Schedule 13G filings, Form 13F filings and Section 16 filings); Referral and solicitation arrangements with third parties; Proxy voting issues; Pay-to-play issues; Sub-advisory arrangements; Wrap fee programs and managed account programs; Mergers, acquisitions and other strategic investments involving investment advisers and their control persons, including those that involve change of control and assignment issues; Examinations by SEC staff or State securities regulators and responses to subpoenas and informal requests for information from the SEC and State securities and other regulators, including SROs; Deficiency letters issued by the SEC staff and State authorities; SEC enforcement actions, investigations and administrative proceedings; No-action letters, comment letters to proposed rules, exemptive orders and other SEC regulatory or interpretive relief; ERISA and tax, employment and general business matters; and Foreign investment advisers, including the extraterritorial scope of the Advisers Act. We also conduct mock on-site compliance audits that are designed to prepare our clients for SEC staff examinations and the rigors of the examination process. 4

Investment Adviser Practice If you have any questions, please feel free to contact any of the attorneys in the Investment Adviser Group via telephone or e-mail. Partners John J. Cleary (212) 574-1255 cleary@sewkis.com Meir R. Grossman (212) 574-1242 grossman@sewkis.com Maureen R. Hurley (212) 574-1384 hurley@sewkis.com Paul M. Miller millerp@sewkis.com Joseph M. Morrissey (212) 574-1245 morrissey@sewkis.com Steven B. Nadel (212) 574-1231 nadel@sewkis.com Anthony C.J. Nuland nuland@sewkis.com Patricia A. Poglinco (212) 574-1247 poglinco@sewkis.com Christopher C. Riccardi (212) 574-1535 riccardi@sewkis.com Jack Rigney (212) 574-1254 rigney@sewkis.com John E. Tavss (212) 574-1261 tavss@sewkis.com Robert B. Van Grover (212) 574-1205 vangrover@sewkis.com Counsel Robert L. Chender (212) 574-1415 chender@sewkis.com Kathleen K. Clarke clarke@sewkis.com Bibb L. Strench strench@sewkis.com Additional information may also be found on our website at www.sewkis.com

One Battery Park Plaza New York, NY 10004 212-574-1200 212-480-8421 (fax) 901 K Street, NW Washington, DC 20001 202-737-8833 202-737-5184 (fax) www.sewkis.com 2011 present. Seward & Kissel LLP. All rights reserved.