Investment Adviser Registration

Our investment adviser registration services are designed for those that are either (a) not currently registered as an investment adviser, or (b) are currently registered with another advisory firm, but wish to ‘break away’ to establish their own independent advisory firm. Based on the particular facts and circumstances, we may also be able to facilitate a ‘stealth’ registration that accommodates more discreet needs.

In either case, our investment adviser registration services are generally performed for a one-time flat fee that varies based on whether the investment adviser will register with the SEC or one or more state securities authorities (and, if state-registered, how many states and which states in particular), how many investment adviser representatives (“IARs”) require registration, and a few other business-specific factors.

As part of our investment adviser registration services, we generally perform the following:

• Draft and file the Investment Adviser Registration Depository (“IARD”) New Organization Super Account Administrator Form;
• Serve as the designated IARD account user to prepare and file various documents and information on the investment adviser’s behalf through IARD;
• Draft and file Form ADV Part 1;
• Draft and file Form ADV Part 2A;
• Draft and file Form CRS (if SEC registered);
• Draft (and file, for state-registered investment advisers) Form ADV Part 2B for all IARs;
• Draft and file Form U4 for all IARs;
• Act as the regulatory liaison with the SEC or applicable state securities authorities throughout the duration of the registration application process;
• Draft the privacy policy notice;
• Draft the investment advisory and/or financial planning client agreement;
• Draft the compliance policies and procedures manual (inclusive of a code of ethics, information security program, and business continuity plan); and
• Provide ancillary advice and counsel throughout the registration application process.

Please note: Beach Street Legal generally does not advise with respect to (a) the enforceability of existing non-competition, non-solicitation, or other restrictive covenant agreements that have been signed with current employers, or (b) transitions that are designed to comply with the Protocol for Broker Recruiting. We are not litigators, and do not represent clients in adverse legal proceedings in court, arbitration, etc. If you need a referral to legal counsel that specializes in such matters, please let us know.

Compliance Program Administration

Our compliance program administration services are designed for investment advisers that require ongoing compliance support over the course of the year and wish to offload several of their key compliance obligations on a recurring basis. Such services are generally performed for an annual flat fee, charged in monthly installments. The annual flat fee will depend on the size, nature, and complexity of the particular investment adviser as well as its particular needs.

As part of our annual compliance program, we generally perform the following:

• Undertake an initial onboarding review of Form ADV Part 1, Form ADV Part 2A, Form ADV Part 2B, Form CRS (if SEC registered), Form U4s for IARs, compliance manual, code of ethics, privacy notice, and client agreement(s) (collectively, what we consider to be an investment adviser’s “Core Compliance Documents”). The Core Compliance Documents would be revised or replaced based on the results of our review;
• Amend the Core Compliance Documents as-needed over the course of the year due to changes in applicable laws, rules, regulations, or the firm’s business practices;
• Serve as the designated Investment Adviser Registration Depository (“IARD”) account user to prepare and file amended versions of Form ADV Part 1, Form ADV Part 2A, Form ADV Part 2B, Form CRS (if SEC registered), Form U4, and Form U5 as-needed through IARD;
• Prepare and file the annual ADV amendment within 90 days of the investment adviser’s fiscal year-end;
• Perform an annual compliance program review pursuant to SEC Rule 206(4)-7 or equivalent state rules, whereby we review the Core Compliance Documents and other records, and draft a written report that memorializes any identified opportunities for improvement;
• Host private quarterly compliance education/training group webinars (which are recorded for those not able to attend live); and
• Facilitate the tracking of monthly compliance tasks and the testing of the compliance program through an automated and customized series of forms, delivered via email, that feed into a dedicated tracking sheet that is shared between us. Form responses are electronically timestamped and available at any time on a computer or smartphone through a dedicated cloud environment. The goal is to help investments advisers stay on top of their ongoing compliance obligations as described in the compliance policies and procedures manual and based on the evolving regulatory landscape, as well as to create an audit trail of the compliance testing that is being performed on an ongoing basis (a common regulatory examination request). We refer to this workflow as the “Compliance Tracker”.

Transaction Representation (Mergers & Acquisitions)

Our transaction representation services are designed for investment advisers that are buying, selling, merging, or otherwise executing a continuity/succession plan with a counterparty. We generally perform transaction representation services on a hybrid flat + hourly basis, whereby an initial defined scope of work is performed for a flat fee with counsel rendered thereafter rendered pursuant to an hourly fee. While no transaction is the same, we are typically engaged to:

• Offer strategic legal and business counsel from initial negotiations to the closing.
• Assist with legal, compliance, and risk-related due diligence of the buyer or seller, as applicable.
• Ensure that the transaction conforms to the Investment Advisers Act of 1940 and/or applicable state securities acts and the respective rules thereunder.
• Draft and/or review the consummating transaction agreements and ancillary forms, schedules, exhibits, etc.
• Interface with the counterparty’s counsel and other professional advisors.
• Revise or replace applicable compliance documents to reflect the post-close regulatory posture of the parties (e.g., Form ADV, compliance policies & procedures manual, client advisory agreement, etc.).

Upon request, we are also in a position to confidentially match interested buyers and sellers among our network of clients and other professionals.

Please note: Beach Street Legal is not an accountancy or tax advisor, and we do not render tax or accounting advice in connection with our transaction representation services. We always recommend that a qualified accountant or tax professional be consulted as part of any transaction.

Flat Fee Legal Counsel

For general legal or corporate matters that fall outside of the registration, compliance program administration, or transaction representation services described herein, we also offer project-based engagements that are generally performed for a flat fee or on a hybrid flat + hourly basis. The scope of the engagement and associated deliverables are customized on a per-project basis, but common engagements include:

• Simulated or ‘mock’ SEC or state securities authority examinations (which may be protected by attorney-client privilege).
• Support during an actual SEC or state securities authority examination.
• Draft, review, and negotiate contracts with counterparties (such as client service agreements, vendor agreements, promoter/solicitor agreements, etc.).
• Draft, review, and/or replace compliance disclosure documents (such as ADV Part 1, ADV Part 2A, ADV Part 2B, Form CRS, compliance policies & procedures manual, code of ethics, Form U4, Form U5, privacy notice, etc.).
• Entity formation and associated drafting of operating agreements / shareholder agreements.
• Risk and conflict of interest assessments.
• Chief Compliance Officer / staff training and education.
• Advertisement / marketing collateral reviews to ensure conformance to the Marketing Rule under the Advisers Act.
• Fact-specific legal opinion letters tailored to the nuanced nature of a particular business.
• Expert witness services.

Please note: Philosophically, we believe that we best serve our clients by focusing very deeply on a limited number of practice areas rather than trying to be all things to all people. For matters that are outside our scope of expertise, we have built a network of other professionals that we are happy to introduce and refer you to.