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Fundamentals of Investment Adviser Regulation 2020


Speaker(s): Clifford E. Kirsch, Danielle Nicholson Smith, G. Philip Rutledge, Heather L. Traeger, Issa J. Hanna, Jaqueline M. Hummel, Kay A. Gordon, Kenneth J. Berman, Maureen Baker Fialcowitz, Maurya C. Keating, Peter M. Rosenblum, Sara P. Crovitz, Stacey Song, Steven A. Yadegari
Recorded on: Sep. 23, 2020
PLI Program #: 273925

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 Deputy General 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 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.


Jaqueline M. Hummel, Esq. is a Partner and Managing Director at Hardin Compliance LLC. She is a securities attorney and regulatory compliance consultant with extensive experience as an in-house attorney working in the areas of investment adviser, broker-dealer, and investment company regulation and compliance. Ms. Hummel counsels clients on a wide variety of investment management issues, including risk management, compliance with SEC regulations, and evaluation of compliance programs. She also provides advice to registered investment advisers regarding SEC examinations. Ms. Hummel performs due diligence, compliance reviews, and mock SEC examinations for registered investment advisers, private funds and registered investment companies.

Prior to joining Hardin Compliance Consulting LLC, Ms. Hummel held the position of Chief Compliance Officer for PNC Capital Advisors and PNC Realty Investors, investment adviser affiliates of PNC Financial Services Group, Inc. She also served as in-house counsel for National City Corporation’s investment adviser and broker-dealer affiliates where her responsibilities included being the CCO for Allegiant Asset Management Company. Her prior experience also includes thirteen years as in-house counsel in the finance services industry. Ms. Hummel served many years as in-house counsel for MassMutual Financial Group, a diversified financial services organization, where she advised the investment management division including affiliated registered investment advisers and registered investment companies.

Ms. Hummel is licensed to practice law in Ohio and Massachusetts. She holds the designation Investment Adviser Certified Compliance Professional (IACCP?) from National Regulatory Services, Inc. She received a bachelor of arts from the University of Wisconsin-Madison and a juris doctor from Emory University School of Law.

Ms. Hummel can be reached at jhummel@hardincompliance.com or by calling our Cleveland office at (216) 965-0062.


Kay Gordon counsels clients on hedge fund, funds-of-fund, private equity fund, real estate fund, venture funds, and compliance-related matters involving registered advisers and broker-dealers. She also advises clients on a broad range of securities and regulatory matters as well as a variety of financial instruments and transactions, including managed accounts, credit facilities, joint ventures, and derivative instruments. She works closely with strategic, institutional, and seed investors and also represents clients in investigations by the SEC and other regulators.

Ms. Gordon is a frequent speaker and author. She is a chartered financial analyst (CFA) and currently serves on an advisory board of a large hedge fund.

Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

  • Represented hundreds of private funds, including private equity funds and hedge funds pursuing a broad variety of investment strategies such as infrastructure funds, credit funds, distressed debt funds, socially responsible funds, commodity pools, hybrid funds, activist funds, long/short equity, multi-strategy, multi-series, quantitative, global macro, fixed-income, high-yield, arbitrage, event-driven, biotech, bitcoin and real estate private equity and real estate hedge funds in connection with such funds’ formation and operation including ongoing investor issues and needs, side letter arrangements, seeding arrangements, investor disputes, conflicts, and a variety of compliance issues

  • Created hedge funds and private equity fund structures in a variety of jurisdictions including the Cayman Islands, Bermuda, Luxembourg, Mauritius, the Isle of Man, and the British Virgin Islands for managers located in US, Canada, India, Russia, UK, Switzerland, China, Latin America, Luxembourg, and the Middle East

  • Represented major institutional, seed, strategic, and other investors in connection with their investments in hedge funds, real estate funds, private equity funds (including co-investment opportunities), venture capital funds, and commodity pools

  • Represented private fund managers in SEC and other regulatory investigations in connection with issues such as insider trading and short selling; created and reviewed compliance programs, policies and procedures and conducted annual compliance reviews for U.S. and non-U.S. advisers

  • Represented investment managers in connection with discretionary and non-discretionary managed accounts, accounts managing illiquid investments (e.g., managed accounts investing in funds and private equity investments), parallel managed accounts, accounts managed to various levels of exposure, co-investments and funds of one, and negotiated a variety of different fee structures, including those involving clawbacks, benchmarks, and hurdle arrangements

  • Represented a large non-U.S. institutional manager in its negotiation of various ISDA agreements and schedules and their terms, including ISDA Events of Default and Early Terminations, repurchase agreements, credit support documents, prime brokerage and foreign exchange prime brokerage documentation and global netting, and securities lending and borrowing agreements with U.S. and offshore counterparties in connection with such manager’s first foray in U.S. hedge funds

  • Assisted a European manager with review and advice concerning 2016 Securities Financing Transactions Regulation collateral arrangement rules and other regulatory developments on ISDA swaps and other derivative transactions

  • Assisted hedge fund clients with issues involving liquidation proceedings of non-U.S. derivative dealers


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 and a co-chair of its Private Equity Transactions Practice Group.  He is actively involved in the firm’s corporate, corporate finance, mergers and acquisitions 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.  A substantial part of his practice involves representation of institutional investors in private equity, venture capital, real estate, debt 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 served as co-chair of the firm’s Mergers & Acquisitions Practice Group from 2012 to 2019 and for many years was co-head of its Investment Advisers and Private Investment Funds Practice Group.  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 hpis 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. and Massachusetts Audubon Society, 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).


Sara P. Crovitz provides counsel on all aspects of investment company and investment adviser regulation.

Sara’s recent speaking engagements:

  • Panelist, “The SEC’s Proposed Amendments to the Advisers Act Advertising Rule,” Stradley Ronon, Foreside Financial Group and Fidelity Investments Webcast
  • Panelist, “Proxy Voting: Funds as Investors and Issuers,” Independent Directors Council’s Fund Directors Conference
  • Panelist, “SEC Proxy Guidance for Investment Advisers,” Investment Adviser Association Webinar
  • Presenter, Investment Adviser Association's Compliance Workshop
  • Presenter, “What Directors Need to Know about Regulation Best Interest and the Standards of Conduct Rulemaking Package,” Mutual Fund Directors Forum
  • Moderator, “Offshore Regulatory Update,” Practising Law Institute’s Global Asset Management 2019

Prior to joining Stradley Ronon, Sara was Deputy Chief Counsel and Associate Director at the U.S. Securities and Exchange Commission in Washington, DC. Sara worked at the SEC for 21 years, including 17 years in the Division of Investment Management focusing on issues under the Investment Company and Investment Advisers Acts of 1940. While in the Division, Sara supervised the provision of significant legal guidance to the investment management industry through no-action and interpretive letters, exemptive applications, IM guidance updates and other written and oral means. For many years, Sara also led the Division's international efforts, including numerous IOSCO and FSB work streams, such as private fund manager and non-bank systemically important financial institution oversight. She spoke on panels for the International Bar Association and ICI Global.


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 of the University of Pennsylvania.  He currently holds an appointment as Visiting Professor in Securities Law and Regulation in the LLM Program at BPP Law School, London and Tutor, Centre for Financial and Management Studies, University of 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 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 six years, he has been named in The Best Lawyers in America in Central Pennsylvania for his expertise in corporate, securities transactional, litigation and regulatory matters.

Mr. Rutledge is a Freeman of the City of London in the Worshipful Company of Pattenmakers and a member of the Council of the Business Law Section of the Pennsylvania Bar Association.


With over a decade of experience in securities and insurance law, Issa Hanna helps broker-dealers, investment advisers, investment funds and insurance producers comply with the regulatory requirements applicable to their businesses. He has deep experience counseling and advising clients on the evolving standards of conduct in the financial services space, and closely follows developments relating to SEC Regulation Best Interest, the investment adviser fiduciary duty, and state securities and insurance laws imposing standards of conduct on broker-dealers, investment advisers and insurance producers. Issa frequently helps clients develop, revise and update policies and procedures, distribution and service agreements and disclosures to reflect the impact of new rules, regulations and interpretations. Issa also counsels clients through regulatory issues arising out of transactions they engage in, such as obtaining regulatory approvals of transactions, obtaining end-client consents, and assessing the regulatory risks associated with proposed transactions.     

In addition to his client work at Eversheds Sutherland, Issa is actively involved in the firm’s Pro Bono, Diversity and Professional Development Committees. He is also a frequent speaker with respect to current regulatory issues and has been published in a number of industry publications and treatises.


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 “Soft Dollar and Other Means of Obtaining Business” (Ch. 14 of PLI, “Broker-Dealer Regulation”) and 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 Vice President and Chief Legal Officer of PGIM, Inc., providing legal support to PGIM, the Global Investment Management Businesses of Prudential Financial, Inc., specifically, PGIM Fixed Income, Jennison Associates LLC, QMA LLC, PGIM Private Capital, PGIM Real Estate, PGIM Global Partners 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.


Stacey Song is a corporate partner resident in Fried Frank's New York office. She rejoined the Firm and became a partner in 2018.

Ms. Song concentrates her practice on securities regulation, with a focus on investment advisers and private funds. She has particular experience in advising investment advisers on complex compliance and regulatory matters, especially in the face of newly developing trends and regulations, including with respect to registration issues, fiduciary duty, advertising and marketing, as well as structuring and ongoing management of private funds and other alternative investment vehicles. Ms. Song also frequently advises on the regulatory implications of seed and stakes deals for private fund managers, as well as M&A transactions involving controlling interests in fund managers.

Prior to rejoining Fried Frank, Ms. Song served as Senior Counsel in the Private Funds Branch of the Division of Investment Management at the Securities and Exchange Commission. While at the SEC, she served as the primary expert on all legal matters relating to private funds, providing interpretive guidance to other divisions and offices within the SEC and various participants in the industry. Before her role at the SEC, Ms. Song was a corporate associate at Fried Frank, where she focused on various regulatory matters.


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. 


Danielle Nicholson Smith is Senior Legal Counsel for U.S. Communications and Digital Services and Vice President of the T. Rowe Price broker/dealer, T. Rowe Price Investment Services, Inc., and the T. Rowe Price retail advisor, T. Rowe Price Advisory Services, Inc.  Ms. Smith led the Form CRS Legal workstream for T. Rowe Price, assisting the impacted business units in determining the impact of the new rule and advising on plans for implementation and delivery of Forms CRS.  Ms. Smith joined T. Rowe Price in 1992.  Most of her 25+ years in the industry have been spent on the application of FINRA and SEC Advertising Rules to communications with the public.  Ms. Smith oversaw the principal review and filing with FINRA of all of T. Rowe Price’s mutual fund advertising and sales materials for over 15 years.  She serves on FINRA’s Public Communications Committee and the Advertising Rules Committee of the Investment Company Institute and has spoken at FINRA and industry conferences on various topics related to investment company communications, including social media.  Ms. Smith holds a bachelor’s degree from Smith College and a law degree from the University of Maryland Francis King Carey School of Law.