Crow & Cushing represents money managers and investors seeking returns in nontraditional investments. Such investments include equity hedge funds, commodity pools, managed accounts, private equity and derivatives of all types. Our specialized practice has enabled us to know all of our clients and understand their various investment strategies and trading techniques. We work closely with clients, providing services at critical junctures throughout their development.

Our firm provides clients with a wide range of services to ensure that they are well positioned to compete and succeed in the global financial marketplace. Some of the areas that we are regularly called upon to assist and counsel clients include:

• Hedge Fund Organization (Domestic and Foreign)
• Broker-Dealer Formation
• Day-to-Day Issues and Ongoing Regulatory Compliance
• Investment Adviser Registration and Regulation
• CFTC and NFA Registration and Reporting
• Trading Issues Related to Futures and Physical Commodities
• Employment Agreements and Marketing Arrangements
• Uses of the Internet and Website Content

Crow & Cushing assist clients to plan and organize a fund that is structured to effectively meet the needs of their particular investor community, while taking into account regulatory and tax issues. The size of the investment, the type of investor and the manager's investment strategy will be factors in determining the structure and whether a fund will be organized domestically or offshore. We recognize that certain clients will wish to form a fund to take advantage of opportunities presented in foreign jurisdictions or under certain tax structures and will seek to optimize structuring opportunities for clients and their investors.

In connection with forming funds, we regularly create and draft a Confidential Offering Memorandum as well as subscription documents and all related agreements. We advise clients as to what regulatory requirements must be satisfied by both the fund and the fund manager with the Securities and Exchange Commission (the “SEC”), the Financial Indusry Regulatory Authority (the "FINRA"), the Commodity Futures Trading Commission (the “CFTC”), the National Futures Association (the “NFA”), the states and/or foreign jurisdictions.

Crow & Cushing counsels clients interested in forming and maintaining both FINRA and exchange registered broker-dealers. We assist clients in all stages of the process from the application through the commencement of operations. Our firm will work with clients in order to prepare the necessary applications and forms for the applicant firm, its principals and its agents for filing with FINRA, a particular exchange, the SEC and relevant states. Our firm assists clients in the drafting of all manuals and written supervisory procedures as required by FINRA or any particular exchange. We also provide guidance in preparing for the required FINRA pre-membership interview and will accompany applicants to such interviews.

After the application process is completed, we continue to assist our clients with issues related to their ongoing business activities. Our firm will help clients prepare for FINRA and other regulatory audits and assists them with maintaining and updating their registrations with the Central Registration Depository. We also regularly review and comment on marketing agreements to be used by special purpose broker-dealers that work as asset aggregators.

On a day-to-day basis, we review and comment on advisory agreements, clearing arrangements and ISDA forms of agreements. We regularly assist clients in meeting their ongoing reporting and filing responsibilities as required by the SEC, FINRA, CFTC, NFA and/or the various states. This may involve the seeking of "no action or opinion" letters from regulators to help clients pursue certain opportunities and activities. Our firm routinely assists clients with matters of general corporate law, as well as issues concerning their investment vehicles and their investments themselves.

The firm provides advice and services to clients seeking to register with the SEC or the various states as a Registered Investment Adviser. We will work with clients to prepare the Form ADV including the firm brochure and advise clients as to the requirements of the Investment Advisers Act of 1940 and applicable state blue sky regulations. We counsel clients with respect to fee arrangements, advertising requirements and custody rules.

Many of our clients work in the commodities and futures industry; hence our firm has extensive experience assisting clients in becoming registered with CFTC and NFA as Commodity Trading Advisors, Commodity Pool Operators, Futures Commission Merchants, Introducing Brokers and/or Associated Persons of such entities. We work with hedge funds and hedge fund managers on a continual basis to ensure compliance with the Commodity Exchange Act, as well as the rules and regulations of the CFTC and NFA, and assist them through the periodic NFA or other regulatory audit process.

What we feel separates us from other attorneys practicing in this subspecialty is that we have been counsel to managers and entities involved in the physical delivery of commodities as well as the futures side of the practice. Our clients have traded in areas as diverse as oil, lumber, metals of all types whether exchange deliverable or not. We regularly work with derivatives of all kinds whether in the form of swaps, exchanges for physicals or contracts for differences. In short, we have worked at understanding the world of trading from the money managers and investors perspective for many years.

On a regular basis, we draft and review employment contracts and compensation arrangements of all types of complexity while recognizing the importance of preserving the confidentiality of our clients' proprietary information. We assist clients in developing and negotiating marketing and/or consulting agreements with third parties. Our firm provides guidance in regards to regulatory registration requirements for certain employees or affiliates, termination issues and the establishment of ongoing training and development plans.

Crow & Cushing is keenly aware of the significant impact the Internet has on money managers and investors alike, so we consider staying abreast of regulatory developments in this area a priority. We provide advice in regards to website content and uses of electronic media so as to be in compliance with the current laws and regulations of the SEC, FINRA, CFTC or NFA.