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Fundamentals of Investment Adviser Regulation 2019


Speaker(s): Anthony S. Kelly, Chih-Pin Lu, Christopher Michailoff, Clifford E. Kirsch, G. Philip Rutledge, Heather L. Traeger, Jennifer H. Songer, Kenneth J. Berman, Maureen Baker Fialcowitz, Maurya C. Keating, Michelle Kelley, Peter M. Rosenblum, Steve Johnson, Steven A. Yadegari
Recorded on: Jul. 8, 2019
PLI Program #: 251379

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 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.


Jennifer Songer serves as Branch Chief of the Private Funds Branch of the Investment Adviser Regulation Office, a unit of the SEC’s Division of Investment Management in Washington, DC.  The Private Funds Branch focuses on regulations affecting private fund advisers and assists the Commission in developing policy relating to private funds and private fund advisers.  Prior to joining the SEC, she was an associate at K&L Gates LLP and Seward & Kissel LLP where she advised clients on the structuring, formation, and private offering requirements of private funds and provided counsel to investment advisers in regulatory and compliance matters.  Ms. Songer received a J.D. from Boston College Law School and a B.A. from the University of Pennsylvania.


Maurya Crawford Keating is an Associate Regional Director in the New York Regional Office of the U.S. Securities and Exchange Commission.  She joined the Investment Adviser/ Investment Company unit of the SEC’s Office of Compliance, Inspections and Examinations in 2018. 

Before joining the SEC, she was a Lead Director and Associate General Counsel in the National Compliance Office of AXA Equitable Life Insurance Company.  Her work for AXA Equitable included advising on a wide range of securities, insurance and investment advisory compliance, product and distribution issues, including international legal and compliance issues associated with AXA Equitable’s affiliation with AXA Group, a global financial services organization.  Maurya was also Vice President, Chief Broker-Dealer Counsel & Investment Advisor Chief Compliance Officer of AXA Advisors, LLC, a full-service broker-dealer and investment adviser.  Prior to AXA Equitable, she was an Associate General Counsel at New York Life Insurance Company and Royal Alliance Associates, Inc.

Maurya received her J.D. from St. John’s University School of Law, and her B.A. and M.A. from The Catholic University of America. She is admitted to practice as an attorney in New York state, and is on the Roll of Solicitors of the Law Society of England & Wales.


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).


Steve Johnson is a Vice President and Associate General Counsel for Charles Schwab & Co., Inc., and has represented the financial services industry for more than 25 years. He is currently Enterprise Counsel for Schwab Advisor Services™ and Schwab’s Digital Services organization. Prior to his current role, Mr. Johnson served as the General Counsel for CyberTrader, Inc. and counsel to Schwab Investor Services.

Before joining Schwab, Mr. Johnson was an Assistant General Counsel at Prudential Securities and a partner in private law practice focused on the financial services industry. He received his Bachelor’s Degree in economics from Spring Hill College and a Juris Doctor from the University of North Carolina, Chapel Hill.


As senior vice president and associate general counsel for LPL Financial, Michelle Kelley is responsible for managing the legal advice provided regarding the firm’s investment advisory and retirement platforms, privacy and data security, and state laws.  She is located in LPL Financial’s Boston office.

Prior to joining LPL Financial in 2006, Ms. Kelley practiced investment management law at Ropes & Gray, LLP, where she focused on investment advisor and investment company matters.  Ms. Kelley received a Bachelor of Arts from Colgate University and a Juris Doctor from Boston College Law School.  She is a member of the Massachusetts Bar Association.


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.


Anthony S. Kelly focuses his practice on trial, investigations and securities litigation, with an emphasis on matters concerning the asset management industry. As a former co-chief of the Enforcement Division’s Asset Management Unit at the U.S. Securities and Exchange Commission, Mr. Kelly has a thorough background in supervising investigations of misconduct by investment advisers and service providers to mutual funds, ETFs, hedge funds, private equity funds and other investment products. In recognition of his SEC service, he was awarded the Chairman’s Award for Excellence and the Ellen B. Ross Award, which acknowledge his exemplary commitment and performance in enforcing the federal securities laws.

During his time at the SEC, Mr. Kelly oversaw investigations and enforcement actions covering a wide range of asset management-related issues, including fund valuation, fund distribution and 12b-1 fees, conflicts of interest, fund governance, trading away and best execution, trade allocation, cross trading and principal transactions, investment adviser and broker-dealer registration, and whistleblower retaliation.

He also has extensive experience in parallel criminal and SEC investigations and insider trading investigations. He investigated a large-scale insider trading ring involving hedge fund traders and other industry professionals, as well as a serial insider trading scheme involving an investment banker and private equity firm associate. 

Mr. Kelly has spoken at numerous industry and regulatory conferences, hosted by organizations such as the Investment Adviser Association, Investment Company Institute, Managed Funds Association, Mutual Fund Directors Forum, PLI, NYU Program on Corporate Compliance and Enforcement, and American Bar Association.

Education

  • The George Washington University, B.B.A., Finance, 1999, summa cum laude
  •  Georgetown University Law Center, J.D., 2004


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.