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Fundamentals of Investment Adviser Regulation 2017


Speaker(s): Amy Ward Pershkow, Arjuman Sultana, Chih-Pin Lu, Chris Stanley, Clifford E. Kirsch, G. Philip Rutledge, Heather L. Traeger, John C. Bulla, Kenneth J. Berman, Maureen Baker Fialcowitz, Michael B. Koffler, Monique S. Botkin, Peter M. Rosenblum, Steven A. Yadegari, Steven W. Stone
Recorded on: Jun. 26, 2017
PLI Program #: 180897

Michael Koffler guides investment advisers, broker-dealers and investment funds in their compliance with federal and state securities laws and regulations, and SRO rules. Michael advises clients on the full spectrum of business operations, including advertising, portfolio management, trading, internal controls, compliance programs, mergers and acquisitions and other management issues. He also counsels other financial institutions—banks and insurance companies—on securities issues associated with the management and distribution of investment products.

Like many of his Eversheds Sutherland (US) colleagues, Michael began his legal career with a regulatory agency. He served two years on the staff of the U.S. Securities and Exchange Commission (SEC) in the Division of Investment Management, where he reviewed registration statements, no-action requests, exemptive applications and proxy statements. Michael also helped promulgate SEC rules and answer interpretive questions from financial institutions.

Awards and Rankings
Recipient, 2010 Burton Awards for Legal Achievement for “Six Degrees of Separation: Principles to Guide The Regulation of Broker-Dealers and Investment Advisers,” BNA’s Securities Regulation & Law Report (April 27, 2009)

Professional Activities
Member, New York State Bar Association
Member, New York City Bar Association
Member, FINRA Corporate Financing Rules, Hedge Funds, Investment Companies and Investment Advisers, and Trading and Markets Subcommittees, Federal Regulation of Securities Committee, and Member, Private Equity and Venture Capital Committee, Business Law Section, American Bar Association (ABA)



Cliff Kirsch began his career at the U.S. Securities and Exchange Commission (SEC), became chief legal officer for one of the country’s largest dually- registered broker-dealer/advisers and then joined Sutherland (now Eversheds Sutherland) in 2006. He relies on his regulatory and in- house background and an up-to-date knowledge of regulatory developments to provide practical and innovative counsel to broker-dealers and investment advisers in the areas of securities regulation and compliance.

With more than 25 years of experience, Cliff regularly counsels clients on the design and distribution of investment products including wrap-fee programs and other advisory products, mutual funds, bank collective investment funds and insurance products. He also focuses on issues related to the design and implementation of compliance programs at financial services firms.

While at the SEC, Cliff received the Manuel F. Cohen Award, which recognizes younger lawyers who have displayed outstanding legal ability, integrity and judgment and he served as assistant director of the SEC's Division of Investment Management.

Cliff is a frequent speaker at industry conferences, and is the author and editor of two of the leading treatises in the broker-dealer and adviser arena: Broker-Dealer Regulation and Investment Adviser Regulation (published by the Practising Law Institute).

Cliff is also co-founder of the Julia Anne Kirsch Foundation, which seeks to serve the needs of disabled individuals and their families.

Experience

Eversheds Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.

Eversheds Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Eversheds Sutherland serves as outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.  Eversheds Sutherland serves as regular primary outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.

Eversheds Sutherland represents coalition of collective trust fund sponsors, advisers and other service providers.

Eversheds Sutherland serves as counsel to the Coalition of Collective Trust Funds. Among other things, Sutherland monitors and reports on legal and regulatory matters affecting collective trust funds.

Professional Activities

Member, New York City Bar Association

Faculty, FINRA Compliance Institute at The Wharton School of the University of Pennsylvania

Former Chair, FINRA Variable Products Committee

Former Board Member, National Society of Compliance Professionals


Heather L. Traeger serves as the Chief Compliance Officer and Compliance Counsel for the Teacher Retirement System of Texas. TRS is one of the largest public pension plans in the country.

Ms. Traeger has significant experience advising a variety of financial institutions. Immediately prior to joining TRS, Ms. Traeger was a partner at O’Melveny & Myers LLP, in Washington, D.C., in the Financial Services Practice. Previously, she served as an Associate Counsel at the Investment Company Institute (ICI) and in several positions at the U.S. Securities and Exchange Commission, including as the Senior Counsel to Commissioner Roel Campos, Counsel to Commissioner Issac Hunt, and Senior Counsel in the Division of Market Regulation (now Trading and Markets). She also clerked for the Texas First Court of Appeals.

Ms. Traeger has written numerous articles and chapters on investment adviser and broker dealer regulatory and compliance issues. She also participates regularly in industry panels. Ms. Traeger is a faculty member for the Regulatory Compliance Association’s CCO University, a member of the Board of Editors for the Investment Lawyer, and serves on the Board of the Association of Securities and Exchange Commission Alumni. She is a member of Texas Wall Street Women and participates in the National Society of Compliance Professionals, the Austin and Houston Compliance Roundtables, and the Council of Public Fund Compliance Officers. While in Washington, D.C., she was a faculty member for Operation HOPE, Banking on Our Future, as well as a member of the Women’s White Collar Defense Association and Women in Housing and Finance.

Ms. Traeger is a member of the Texas and District of Columbia bars.


Peter M. Rosenblum is a partner at Foley Hoag LLP, a co-chair of its Mergers & Acquisitions Group and chairman of its Private Equity Transactions Group.  He is actively involved in the firm’s corporate, corporate finance and international practices.  His clients include private equity and venture capital funds, registered investment advisers, hedge funds, and other private funds, both onshore and offshore.  He is active in representation of investors in private equity, venture capital and other private funds.  He has structured and organized numerous partnerships, limited partnerships, limited liability companies and offshore companies employed in the management and ownership of investments in public and private securities and alternative investments.  He is principal outside counsel to numerous clients in a broad range of other industries.

Mr. Rosenblum was Chairman of Foley Hoag’s Business Department from 2008 to 2011, a member of its Executive Committee from 2013 to 2016, and Co-Managing Partner from 2000 to 2005.  He was Chairman of the Corporate Law Committee of the Boston Bar Association from 1995 to 1997 and Chairman of the Business Law Section of the Boston Bar Association from 1997 to 1999.

Mr. Rosenblum has been listed in The Best Lawyers in America since 1999.  He is also listed in Chambers U.S.A.: America’s Leading Business Lawyers for private equity-buyouts and venture capital investment and corporate/mergers and acquisitions and in Legal Media Group’s Guide to the World’s Leading Lawyers for Banking, Finance and Transactional Law for investment funds and private equity, and was listed in Chambers Global: The World’s Leading Lawyers for Business for private equity-buyouts and venture capital investment.

Mr. Rosenblum graduated, summa cum laude, from Amherst College, and received his M.A. in History from Yale University and his J.D., cum laude, from Harvard Law School.  Prior to entering the private practice of law, he served as Law Clerk to Chief Justice G. Joseph Tauro of the Massachusetts Supreme Judicial Court.  He is Chairman of the Boston Lawyers Group and a member of the Board of Directors of Ceres, Inc.  He is a member of the Society of Investment Law.

Mr. Rosenblum has written and lectured on a wide variety of subjects related to investment advisers and private funds.  He is the author of “Offshore/Non-U.S. Advisers” and “Overview of Institutional and Offshore Advisory Activity” in C. Kirsch, Investment Adviser Regulation (2006, 2008, 2016) and “Organization of a Private Investment Fund: Basic Structural and Legal Issues” in C. Kirsch, Financial Product Fundamentals (New York 2006, 2009, 2013).


Steven W. Stone is a securities lawyer who counsels clients on regulations governing broker-dealers, investment advisers and bank fiduciaries, and pooled investment vehicles. Head of the firm’s financial institutions practice, Steve counsels most of the largest and most prominent US broker-dealers, investment banks, investment advisers, and mutual fund organizations. He regularly represents clients before the US Securities and Exchange Commission (SEC), both in seeking regulatory relief and assisting clients in enforcement or examination matters.

Steve advises major US broker-dealers in the private wealth and private client businesses that offer investment advice and brokerage services to high-net-worth clients as well as broker-dealers serving self-directing clients. He also works as counsel on various matters to the Securities Industry and Financial Markets Association’s (SIFMA) private client committee and represents most of the best-known US broker-dealers in this area. He also advises broker-dealers and investment advisers in the managed account or wrap fee area, and serves as counsel to the Money Management Institute, the principal trade association focused on managed accounts. Steve also counsels various institutional investment advisers and banks on investment management issues, including conflicts, trading, disclosure, advertising, distribution, and other ongoing regulatory compliance matters.

Steve’s practice includes counseling clients on varied regulatory and transactional matters. Additionally, he counsels clients on mergers, acquisitions, and joint ventures involving broker-dealers and investment advisers.


Chris is the General Counsel for Loring Ward Holdings Inc. and its investment advisory and broker-dealer subsidiaries. In this role he provides legal advice and counseling related to federal and state securities laws, SEC and FINRA rules, investment management compliance, corporate governance, risk management, transition and succession planning, and general corporate legal matters.

Chris worked for Loring Ward during law school as a part-time legal clerk, and eventually transitioned into a full-time role. His tenure at Loring Ward has included stints as Director of Compliance (from November 2009 to March 2011), Chief Compliance Officer (from April 2011 to October 2015), and General Counsel (from April 2011 to present). He also served as the Chief Legal Officer and Chief Compliance Officer for the SA Funds – Investment Trust, a mutual fund family advised by Loring Ward, from April 2011 to March 2016. Previously, he served as a Summer Associate for the law firm of Bell, Rosenberg and Hughes LLP (now Kilpatrick Townsend & Stockton, LLP).

Chris' writings are regularly featured in ThinkAdvisor, and have also been published by the Journal of Financial Planning. In addition, he has been a speaker at conference panels hosted by the Investment Adviser Association, Investment Company Institute, State Street Bank & Trust Co., National Regulatory Services and K&L Gates LLP. He has been quoted in Investment News, On Wall Street, Financial Advisor IQ, NAPFA, IAWatch, Law360 and the Los Angeles Daily Journal. His writings can be found at his personal website, beachstreetlegal.com.

Chris is an attorney admitted to the State Bar of California and the District of Columbia. He also has passed the FINRA Series 7 General Securities Representative and Series 24 General Securities Principal examinations, as well as the NASAA Series 66 examination. He received both a Juris Doctor and Masters of Business Administration from Santa Clara University, and a Bachelor of the Arts from Boston College.


Mr Rutledge is a partner of Bybel Rutledge LLP, Harrisburg, PA where his practice focuses on corporate and securities law, regulation of financial intermediaries and regulatory representation.  He is a nationally recognized expert in securities regulation and was instrumental in shaping various provisions of the Securities Markets Improvement Act of 1996, the Gramm-Leach-Bliley Financial Modernization Act of 1999 and the Sarbanes-Oxley Act of 2002. He has served as an expert witness for the Pennsylvania Office of Attorney General and has prepared expert opinions and testified as a securities expert before the U.S. Senate Permanent Subcommittee on Investigations, in FINRA arbitrations and in civil litigation.

Mr. Rutledge has taught securities regulation at Widener University School of Law, The Dickinson School of Law of the Pennsylvania State University and the FINRA Compliance Certificate Program at The Wharton School, University of Pennsylvania.  He currently holds an appointment as a Tutor, Centre for Financial and Management Studies, University of London. In 2015, he was appointed Visiting Professor in Securities Law and Regulation in the LLM Program at BPP University, London.  He routinely is a guest lecturer at the Cambridge International Symposium on Economic Crime held at Jesus College, University of Cambridge, England.

He writes extensively in his area, most recently contributing chapters on State Regulation of Broker Dealers and State Regulation of Investment Advisers for the Practising Law Institute’s  multi-volume Treatise on Broker-Dealer Regulation and Investment Adviser Regulation, respectively.  He also is the author of books on Electronic Markets and Civil and Administrative Liability under Pennsylvania Securities Law and has written chapters for The Sarbanes-Oxley Handbook, The Fiduciary, the Insider and the Conflict, and International Tracing of Assets.  His legal articles have appeared in the Banque de France Financial Stability Review, ABA Business Lawyer, Journal of European Financial Services Law, The Dickinson Journal of International Law, Journal of Financial Crime and The Company Lawyer.

Mr. Rutledge is a member of the Securities Regulation Advisory Committee for the American Law Institute and the Securities Advisory Committee of the Pennsylvania Department of Banking and Securities.  He also served on the Board of Editors of the ABA Business Lawyer.   For the past five years, he has been named in The Best Lawyers in America and, in 2015, was named “Lawyer of the Year” in Central Pennsylvania for his expertise in securities and securities regulatory matters.

He is a member of the Council of the Business Law Section of the Pennsylvania Bar Association and is Chair of its Securities Regulation Committee.  In 2009, he received the Freedom of the City of London in the Worshipful Company of Pattenmakers. In 2010, he was appointed to the Editorial Advisory Board of the Centre for Business Law, University of the Free State, in the Republic of South Africa.


Steven A. Yadegari is Chief Operating Officer and General Counsel of Cramer Rosenthal McGlynn, LLC, a registered investment adviser located in New York.  Mr. Yadegari also serves as Chief Legal Officer and Chief Compliance Officer for the CRM Mutual Fund Trust and is a Director of the CRM UCITS PLC.  Prior to joining CRM, Mr. Yadegari worked at K&L Gates and before that Proskauer.  Mr. Yadegari also has served as Senior Counsel in the Office of the Chief Counsel, Division of Enforcement at U.S. Securities and Exchange Commission and as an Attorney-Adviser in the Division of Market Regulation.  He is a frequent contributor to industry conferences and publications.  In 2007, Mr. Yadegari was recognized as a top twenty “Rising Star of Compliance” by Institutional Investor.  Mr. Yadegari is an adjunct professor at Benjamin N. Cardozo School of Law and teaches in the areas of dispute resolution and negotiation.  Mr. Yadegari is a Past President of the Association for Conflict Resolution of Greater New York, a not-for-profit organization, and is a Past President and former Chairman of the Old Westbury Hebrew Congregation.  Mr. Yadegari has received a BA from Brandeis University and earned his JD from the Benjamin N. Cardozo School of Law.  Mr. Yadegari has been awarded an honorary Master’s Degree from the CCO University, a division of the Regulatory Compliance Association for which he serves as an advisor and senior fellow.


Amy Ward Pershkow is a Corporate & Securities partner in Mayer Brown's Washington DC office. She focuses primarily on representing investment companies, investment advisers and financial services companies. Her investment company clients include both open-end and closed-end funds, multi-class funds, funds of funds and funds utilizing a manager of managers structure. Her investment adviser clients include registered and private fund advisers as well as real estate and private equity managers. Amy also serves as independent counsel to the independent directors of fund companies. In addition to ongoing SEC regulatory, compliance and registration activities, Amy counsels clients with a wide variety of investment management matters, including the formation, registration, reorganization, merger, acquisition and liquidation of investment companies and investment advisers. Amy’s practice also includes assisting clients with respect to SEC examinations and inquiries, “mock” examinations, targeted compliance and business practice reviews, internal investigations and due diligence reviews. Amy joined Mayer Brown in 2005.


Arjuman Sultana, an Assistant Regional Director in the SEC’s New York Regional Office Investment Adviser/Investment Company Examination Program, has worked at the U.S. Securities and Exchange Commission since 2001. During her tenure at the SEC, Arjuman has led and supervised complex examinations of investment advisers, including both private equity and hedge fund firms, as well as investment companies to ensure compliance with specific federal securities laws such as the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Arjuman earned her B.S. in Business Management from Fairleigh Dickinson University.


Chih-Pin Lu is Chief Counsel for the Asset Management Group of Raymond James Financial, Inc., headquartered in St. Petersburg, Florida. Since joining the firm in 2007, he has dealt with corporate, regulatory, and compliance matters related to the firm’s institutional asset management, retail investment adviser, investment company, and hedge fund businesses and affiliates.  Mr. Lu is an active member of various industry workgroups and committees, and regularly speaks at industry conferences.  Prior to joining Raymond James, Mr. Lu was a securities transactions and litigation attorney in private practice, and Senior Counsel (Enforcement) with the U.S. Securities and Exchange Commission’s Southeast Regional Office. During his tenure with the SEC, he received an appointment as a Special Assistant United States Attorney. Formerly, he represented clients in complex financial fraud cases as an Assistant Federal Public Defender.  Mr. Lu graduated from Tufts University and received his law degree from Boston College Law School.


John C. Bulla, an Exam Manager in the SEC’s New York Regional Office Investment Adviser/Investment Company Examination Program, has worked at the U.S. Securities and Exchange Commission since 2003. During his tenure at the SEC, Mr. Bulla has led and supervised complex examinations of investment advisers, including hedge fund firms, as well as registered investment companies to ensure compliance with specific federal securities laws such as the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Mr. Bulla is a Certified Public Account and earned his M.S. in Accounting from St. John’s University.


Kenneth J. Berman is a partner with Debevoise & Plimpton LLP, and a member of the firm’s Investment Management and Financial Institutions Groups. His practice focuses on investment management regulatory issues and related corporate and securities law matters. Prior to joining Debevoise, Ken was Associate Director of the SEC’s Division of Investment Management. He is a member of the American Bar Association (Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Entities), the District of Columbia Bar and the New York City Bar Association (Investment Management Regulation Committee). Ken was the co-editor of International Survey of Investment Adviser Regulation (3rd ed.).  He is an adjunct professor of law in Georgetown University’s LLM program.  He received his J.D. from the University of Chicago Law School, where he was a member of the Law Review; he received his B.A. from Dickinson College.


Maureen Baker Fialcowitz is the Chief Legal Officer, PGIM Regulatory and supervises legal services to the Chief Investment Office of Prudential.  Maureen also serves as the Business Ethics Officer for Law, Compliance, Business Ethics and External Affairs.  Maureen joined Prudential's law department in 1993 following four years of private practice with the New York law firm, Dewey Ballantine.  Her practice areas include investment management, securities and general corporate law.

Maureen received a B.A. from Georgetown University (cum laude) and a J.D. from Fordham University School of Law, where she also served on the Editorial Board of its Law Review.  She is an active member of the Investment Adviser Association, the Asset Management Group of SIFMA and the Institutional Investors Legal Forum.  Maureen is also a member of the bars of the States of New York and New Jersey as well as the District of Columbia.


Monique S. Botkin joined the IAA in February 2004. Previously, she was an associate attorney in the financial services groups of Dechert LLP in Orange County, California and Alston & Bird LLP in Washington, DC. While in private practice, Monique represented investment advisers, registered investment companies, private funds, and broker-dealers in corporate, securities, and investment management matters. Monique also served as an attorney in the SEC’s Division of Investment Management disclosure review office from 2013 to 2014. She earned her B.A. in government and politics from the University of Maryland at College Park and her J.D., cum laude, from Southwestern School of Law in Los Angeles, where she was an editor of the Law Review. Monique is a member of the State Bar of California.