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Fundamentals of Investment Adviser Regulation 2018


Speaker(s): Chih-Pin Lu, Christopher Michailoff, Clifford E. Kirsch, Emily Rowland, G. Philip Rutledge, Gail Bernstein, Heather L. Traeger, Joseph Brady, Kenneth J. Berman, Mark Polemeni, Mary P. Hansen, Maureen Baker Fialcowitz, Peter M. Rosenblum, Priya Udeshi Crick, Steven A. Yadegari
Recorded on: Jun. 25, 2018
PLI Program #: 219194

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


Emily Rowland is a Senior Counsel in the Investment Adviser Regulation Office within the Division of Investment Management at the SEC.  This office is responsible for investment adviser rulemaking and guidance.  Since joining the SEC she has been involved with rulemakings, including the proposed Form CRS Relationship Summary.  Prior to joining the SEC, Ms. Rowland was Associate General Counsel and Chief Compliance Officer at a family office and private equity firm.  Before that she was an Associate at law firms in New York City.  She is a graduate of Dartmouth College and the University of Pennsylvania Law School.


Gail Bernstein is General Counsel at the Investment Adviser Association. She joined the IAA from the law firm of WilmerHale in Washington, DC, where she had been a Special Counsel in the Securities Department from 2008 until June 2017. Prior to that, Gail was first an associate and then a partner at Wilmer, Cutler & Pickering (now WilmerHale) in Washington, DC. While in private practice, Gail counseled clients on all aspects of financial and securities regulation, with a specific focus on the Dodd-Frank Act and securities and derivatives law and compliance. Gail grew up in South Africa and earned her B.A. from the Hebrew University of Jerusalem in 1982 and her law degree from Harvard Law School in 1988. After law school, Gail clerked for the Honorable Douglas P. Woodlock of the U.S. District Court for the District of Massachusetts and was an associate at the Boston law firm of Mintz Levin from 1989-1990, when she moved to Washington. She is a member of the District of Columbia and Massachusetts bars.


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 at approximately $154 billion, and serves 1.6 million public education employees and retirees. TRS invests in most segments of the market either directly or indirectly, including equity and debt, listed funds, derivatives and alternative investments (e.g., public equity, real assets, infrastructure, and hedge funds).

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 ILPA Legal Advisory Council, and serves on the Board of the Association of Securities and Exchange Commission Alumni. She is a member of Texas Wall Street Women, serving on the Philanthropy Committee, and participates in the National Society of Compliance Professionals, the Austin and Houston Compliance Roundtables, and the Council of Public Fund Compliance Officers.

In addition, Ms. Traeger serves on the board of Make-A-Wish Central & South Texas. While in Washington, D.C., she served as a member of the Board of Editors for the Investment Lawyer, and 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.


Joseph Brady joined the North American Securities Administrators Association, Inc. (“NASAA”) in 2005 as associate counsel.  In 2011, he was appointed General Counsel and in May 2015 was named as NASAA’s Executive Director.  NASAA is the association of state, provincial, and territorial securities regulators in the United States, Canada, and Mexico.  NASAA and its members are committed to protecting investors from fraud and abuse in securities transactions, and their activities focus on licensing, enforcement, and investor education. 

As Executive Director, Mr. Brady is responsible for oversight of NASAA’s century-old mission of investor protection across North America. During his time at NASAA, Mr. Brady’s responsibilities have included supporting NASAA’s representative on the Financial Stability Oversight Council and various committees including the NASAA Broker/Dealer and Investment Adviser Section Committees.  He has also worked extensively with NASAA’s CRD/IARD Steering Committee.  He has led several initiatives undertaken by NASAA to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act affecting the regulation of investment advisers. 

Prior to joining NASAA, Mr. Brady served as chief counsel to the Securities Division of the Mississippi Secretary of State.  In this role he managed enforcement cases brought by the division and represented the Secretary of State in matters before state courts and administrative tribunals.  

Mr. Brady is admitted to the bars of Mississippi (inactive) and the District of Columbia and is a graduate of the Mississippi College School of Law and the University of Southern Mississippi.


Mark Polemeni is the Chief Compliance Officer and Chief Regulatory Counsel of Perella Weinberg Partners.  Prior to joining Perella in 2017, Mr. Polemeni was Chief Compliance Officer and Associate General Counsel of Citadel, LLC, an SEC-registered, alternative asset manager. Prior to joining Citadel in 2011, Mr. Polemeni was the Chief Legal and Chief Compliance Officer for Odyssey Investment Management.  Previously, he was the Chief Legal and Chief Compliance Officer for Alexandra Investment Management. 

Mr. Polemeni served as a Steering Committee Member for the Managed Funds Association (MFA)’s Chief Compliance Officer Forum, and was an editor of recent editions of the MFA’s Sound Practices for Hedge Fund Managers.  Mark currently is a member of the Speaking Faculty of the Regulatory Compliance Association.  

He was named one of the “20 Rising Stars of Compliance” throughout the United States and the United Kingdom in the 2007 edition of Institutional Investor News.

Mr. Polemeni received his B.A. and J.D. from Georgetown University.


Mary P. Hansen represents clients in connection with investigations and litigation involving the U.S. Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), the National Futures Association (NFA) and the Department of Justice (DOJ). She also assists clients with internal investigations and compliance and prevention strategies. These clients include investment advisers, broker-dealers, registered representatives public and private companies, officers, directors and other employees, mutual funds, hedge funds, private equity funds and independent trustees of mutual fund boards.

Prior to joining the firm, Mary spent eight years in the Securities and Exchange Commission’s Division of Enforcement. As an Assistant Director in the Division, Mary was responsible for supervising investigations and litigations conducted by attorneys and accountants in the Division’s Market Abuse and Municipal Securities and Public Pensions Units. During her tenure at the Commission, Mary conducted and supervised complex investigations and litigations involving a range of violations, including insider trading, broker-dealer fraud, investment adviser fraud, offering fraud, Ponzi schemes, market manipulation, municipal securities fraud and Foreign Corrupt Practices Act violations.

Her experience includes guiding investment advisers and their representatives through SEC investigations involving insider trading, “pay-to-play” violations, misrepresentations and omissions to clients and investors, foreign currency trading issues, certain management fees and expenses, and various disclosure issues. Mary has obtained termination letters from the SEC as well as declinations of prosecution from the DOJ. She draws on her SEC experience to provide compliance advice, including policy assessment and responses to investigative notices.

Prior to law school, Mary worked at a large, multi-national broker-dealer in various audit and compliance roles. As a securities industry professional, Mary passed the Series, 3, 5, 7, 8, 15, and 65 Examinations.

Mary maintains the SECurities Law Perspectives blog, which provides reports, discussions and analyses on noteworthy trends in SEC enforcement and regulatory activity. In addition to the blog, Mary is a frequent speaker on issues such as internal investigations, insider trading, the SEC’s Whistleblower Program, the Foreign Corrupt Practices Act, and regulatory issues facing investment advisers and broker-dealers.


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).


Priya Udeshi Crick is an Associate General Counsel at New York Life Insurance Company and counsels their retail and institutional investment advisers.  She is also Legal Officer for the New York Life Foundation.  She was formerly an Executive Director in Morgan Stanley’s Legal and Compliance Division, advising on investment advisory programs and services with over $350 billion in AUM for institutional and retail clients. Before joining Morgan Stanley in 2006, she was a corporate associate at Davis Polk & Wardwell in New York for five years, primarily in the capital markets group advising Fortune 500 companies on domestic and international securities offerings.

Ms. Udeshi Crick has been a speaker for and participates in industry groups on issues such as asset management, financial planning, leadership and career development.

Ms. Udeshi Crick was a Cambridge Commonwealth Trust Fellow and graduated with First Class Honors in Law from the University of Cambridge (U.K.) receiving the Sir David Williams and Ivor Jennings prizes for academic excellence.  Prior to Cambridge, she was a recipient of the prestigious Thomas J. Watson Fellowship awarded to graduates to foster leadership in the world community.


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.


Chris Michailoff is a Senior Director and Associate General Counsel in TIAA’s Law Department.   Prior to joining TIAA, he was at Deutsche Bank AG where he conducted internal investigations.  He previously served as the General Counsel and Chief Compliance Officer at Trilogy Global Advisors, an institutional asset manager, where he oversaw all legal and compliance issues.  Chris was the Deputy General Counsel and Corporate Secretary at GAMCO Investors, where he oversaw issues regarding corporate governance and public disclosure, regulatory, litigation, investment advisers, broker-dealer, and public and private funds. Chris started his career with the U.S. Securities and Exchange Commission, beginning in the Division of Trading and Markets and subsequently in the Office of Compliance Inspections & Examinations, before being named Senior Counsel in the SEC's Division of Enforcement. He was awarded the SEC’s Examination of Excellence Award. He has his undergraduate degree from Fairfield University and a law degree from Catholic University School of Law.  Chris is admitted to practice law in New York and Washington, DC.


Kenneth J. Berman is a partner with Debevoise & Plimpton LLP, resident in the firm’s Washington, D.C. office.  Mr. Berman focuses his practice on providing regulatory and compliance advice to financial services firms, particularly investment advisers and sponsors of mutual funds, private equity funds and other pooled investment vehicles. 

Prior to joining Debevoise, Mr. Berman was Associate Director of the Securities and Exchange Commission’s Division of Investment Management, where he oversaw the division offices responsible for processing applications for exemptive relief under the Investment Company Act and administering the Public Utility Holding Company Act of 1935. He joined the SEC staff in 1988 after several years of private practice. Before becoming Associate Director in 1997, Mr. Berman was Assistant Director of the Division’s Office of Regulatory Policy.

Mr. Berman is the co-author of numerous articles, including “Debevoise & Plimpton Discusses Custody Of Digital Assets,” The CLS Blue Sky Blog (January 8, 2019); Debevoise & Plimpton Discusses SEC Enforcement Against Private Equity Advisers The CLS Blue Sky Blog (Dec. 24, 2018); OCIE Pings Advisers on Electronic Messaging Best Practices,” (December 21, 2018);” 2018/2019 Private Equity Year End Review and Outlook” (December 20, 2018); “Debevoise On Material Omissions In Private Equity Secondary Transaction,” The CLS Blue Sky Blog (October 9, 2018); “Beware Pitfalls In Private Equity Secondary Transactions,” Law 360 (October 3, 2018);   “What Will The ‘Eyes And Ears’” Of The SEC Choose To See And Hear This Year? OCIE Announces Examination Priorities For 2015,” Vol. 16 No.2, Journal of Investment Compliance, (July, 2015); “Debevoise & Plimpton Discusses JOBS Act General Solicitations,” The CLS Blue Sky Blog (September, 2014);; and “Soft Dollars and Other Means of Obtaining Business” (Ch. 14 of Broker-Dealer Regulation).  He is also co-editor of International Survey of Investment Adviser Regulation (3rd ed.).

Mr. Berman is a member of the Association of the Bar of the City of New York (Investment Management Regulation Committee), the American Bar Association (Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Entities) and the District of Columbia Bar. 

Mr. Berman received his J.D. from the University of Chicago Law School and his B.A. from Dickinson College.


Maureen Baker Fialcowitz is the Chief Legal Officer, PGIM Public Side Businesses.  Maureen provides legal support to PGIM, the Global Investment Management Businesses of Prudential Financial, Inc., specifically, PGIM Fixed Income, Jennison Associates LLC, QMA LLC and PGIM Investments LLC.  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, the Institutional Investors Legal Forum and the Association of the Bar of the City of New York (Investment Management Regulation Committee).  Maureen is also a member of the bars of the States of New York and New Jersey as well as the District of Columbia.


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.


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.