CLEonline.com is pleased to present this unique online seminar which is covers the key legal issues surrounding an investment adviser's duty to supervise its sub-advisers and other advisers. This topic has garnered considerable attention again in the wake of the Bernard Madoff affair and similar cases in which professional advisers placed their clients' assets with other advisers that committed wrongdoing. Questions have been raised about the potential liability of the advisers who selected these wrongdoers to manage their clients' assets and their responsibility for failing to detect the violations. This program analyzes that potential liability, focusing in particular on an adviser's duty to supervise.
Although for ease of reference the program materials refer to an adviser's duty to supervise sub-advisers, the same principles also apply to an adviser's duty to oversee other advisers as well in other contexts, such as portfolio managers in adviser-sponsored wrap programs, portfolio-level managers in manager-of-managers programs and other similar arrangements.
This program is divided into two parts. Part 1 covers the legal framework underpinning an adviser's duty to supervise its sub-advisers and the current enforcement landscape. This includes a description of the various statutes, rules and other sources from which an adviser's duty to supervise emanates and discusses in some detail a noteworthy enforcement action illustrating the SEC's approach to this issue.
Part 2 of the program outlines some practical tips advisers can follow to help mitigate or manage their supervisory risk. This includes a discussion of specific steps an adviser can take to protect itself from failure to supervise claims and checklists to help organize an adviser's supervisory effort.
This seminar is designed chiefly for outside lawyers who represent investment adviser and mutual fund clients and for in-house lawyers at investment management organizations who are responsible for SEC matters or regulatory compliance in the securities arena. There is no prerequisite for benefiting from this program, other than a basic understanding of the federal securities laws governing investment advisers and investment companies.
This seminar is entitled:
An Investment Adviser's Duty to Supervise Sub-advisers: In the Wake of Madoff
The seminar consists of a 2.25-hour audio presentation by Lorna A. Schnase who will serve as the instructor/moderator for this seminar. Ms. Schnase has been practicing corporate/securities law for over 20 years and focuses her practice on investment company and investment adviser matters. The streaming audio presentation is accompanied by PowerPoint slides and is supplemented by a detailed paper and additional documents containing information on this topic.
** (available at any time of the day or night and in time increments convenient to you during the above referenced dates) **
Subjects to be discussed during this CLEonline.com seminar include:
- PART 1: THE LEGAL FRAMEWORK UNDERPINNING AN ADVISER'S DUTY TO SUPERVISE IT SUB-ADVISERS
- SOURCES FOR THE DUTY TO SUPERVISE
- STATUTORY PROVISIONS
- REGULATORY PROVISIONS
- EXEMPTIVE ORDERS AND DISCLOSURE
- ADVISORY AGREEMENT (CONTRACT LAW PRINCIPLES)
- FIDUCIARY DUTY
- BUSINESS CONSIDERATIONS
- THE ENFORCEMENT LANDSCAPE
- THE WAM CASE
- LESSONS LEARNED FROM THE WAM CASE
- LESSONS NOT LEARNED
- FUTURE LESSONS STILL TO BE LEARNED
- THE MORRIS CASE
- PRIVATE LITIGATION IN MADOFF
- PART 2: PRACTICAL TIPS FOR MITIGATING SUPERVISORY RISK
- CAREFUL STRUCTURING OF RELATIONSHIPS
- ADOPTING COMPLIANCE POLICIES AND PROCEDURES FOR OVERSEEING SUB-ADVISERS
- ADVANTAGES AND CAVEATS TO ADOPTING BROAD PROCEDURES
- ADVANTAGES AND DISADVANTAGES OF DETAILED WRITTEN PROCEDURES
- FEATURES OF WELL-DESIGNED SUPERVISORY PROCEDURES
- INITIAL SUB-ADVISER DUE DILIGENCE AND CHECKLIST
- ON-GOING SUB-ADVISER MONITORING AND CHECKLIST
- COMPLIANCE AUDITS
The instructor/moderator for this CLEonline.com seminar will be:
Ms. Lorna A. Schnase, who has been practicing corporate and securities law for over 20 years. Her practice emphasizes investment management matters, primarily for registered mutual fund and investment adviser clients. Ms. Schnase counsels clients regarding a wide range of matters such as organizational issues, registration of funds and advisers with the Securities and Exchange Commission, compliance matters, codes of ethics, director independence and other corporate governance issues, D&O insurance issues, fund website design and operation, electronic document delivery, e-signature issues, privacy compliance, performance issues, fund advertising, changes of control, best execution, soft dollars and other issues.
Ms. Schnase practices law independently. Her practice is based in Houston, Texas. Prior to establishing her independent practice, Ms. Schnase was a partner in the Houston office of the law firm of Davis, Graham & Stubbs LLP. Prior to that Ms. Schnase practiced in the Los Angeles office of Baker & McKenzie and in the Denver office of Dechert LLP.
Ms. Schnase graduated summa cum laude from the University of Denver with a B.A. degree in mathematics in 1979. She was elected to Phi Beta Kappa and the Mortar Board honors society. Ms. Schnase earned her J.D. degree cum laude from Harvard Law School in 1982. Ms. Schnase is admitted to practice in the states of Texas (1991), California (1989) and Colorado (1982). She is a member of the Advisory Board of the Mutual Fund Directors Forum. Not certified by the Texas Board of Legal Specialization.
Ms. Schnase is a frequent author and speaker on investment management-related legal topics, including:
* "Business Continuity Planning" and "Disclosure and Form ADV Proposal", Investment Adviser Association (IAA) Regional Compliance Workshop (11/08).
* "Regulatory Aspects of the Form ADV Part 2 Proposal," IA Week/IA Watch Fall Compliance Conference (9/08)..
* "CCO Relationships with Fund Boards," Mutual Fund CCO seminar, U.S. Bancorp Fund Services roundtable panelist (9/08).
* "SEC Exams," IA Watch/IA Week webinar, speaker/presenter (8/08).
* "Adviser Advertising: Avoiding the Pitfalls," IA Week Fall Compliance Conference, speaker/panelist and written materials contributor (10/07).
* "Compliance Program Rules," NRS Center for Compliance Professionals, instructor/panelist and written materials contributor (7/07).
* "Investment Adviser Compliance Training," NSCP Currents article (May-June/07).
* "Soft Dollars: Legal Issues and Best Practices for Investment Advisers," CLEonline.com presentation and paper (starting 4/07).
* "Best Execution: Questions and Answers," Compliance Corner article in the Investment Adviser Association (IAA) newsletter (2/07)).
* "SMAs and Sub-Adviser Issues and Annual Compliance Reviews," Investment Adviser Association (IAA) Compliance Workshop, speaker/panelist (10/06).
* "The Basics: Reviewing an Adviser's Compliance Program," Investment Adviser Association/IA Week Compliance Best Practices Summit, speaker/panelist (2/06).
* "Annual Compliance Reviews," presenter at the IA Week audio conference series "The Road to Compliance" (11/05).
* "Strategies for Risk Assessment, Monitoring and Testing, Annual Compliance Review and Compliance Calendaring," and "Adviser Advertising: Bad Ad Case Study," speaker/panelist at the Investment Adviser Association (IAA) Fall Compliance Workshop (11/05).
* Mutual Fund CCO seminar, U.S. Bancorp Fund Services roundtable participant (10/05).
* "Best Execution: Considerations for Investment Advisers and Funds," CLEonline.com presentation and paper (6/05 to present).
* "Running the Traps: Federal vs. State Registration of Investment Advisers and IA Representatives," CLEonline.com presentation and paper (1/05 to present).
* "Consulting in a Compliance Rich Environment," speech at Investment Management Consultants Association (IMCA) conference (12/04).
* "Board Self-Assessment: Legal and Practical Considerations," CLEonline.com presentation and paper (8/04 to present).
* "The New and Improved Compliance Environment," ICAA newsletter and website publication (4/04).
* "Supervision of Sub-Advisers," The Investment Lawyer (12/03 and 1/04).
* "Guidelines for Fund Websites," The Investment Lawyer (10/02).
The seminar registration fee for this CLEonline.com seminar is only $56.
This seminar is accredited for 2.25 hours of participatory CLE credit (no ethics) by the MCLE Committees of the State Bar of Texas and the State Bar of California. In addition, regular CLE credits for this seminar are also available in a number of other states. CLEonline.com is a State Bar of California approved MCLE provider pursuant to Sec. 9 of the California MCLE Rules and Regulations. (These are not self-study credits, but rather 'participatory' credits as you would receive for attending a traditional, live CLE seminar.)
PLEASE REMEMBER-- All of our online CLE seminars are covered by our 'Full Satisfaction' guarantee. If for any reason you are dissatisfied with this or any other CLEonline.com seminar, we will gladly issue you a prompt refund. Thus, you have nothing to lose in trying one of our convenient online CLE seminars. If you have never participated in an online seminar before, we think you'll be pleasantly surprised!
