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Fundamentals of Investment Adviser Regulation 2021


Speaker(s): Benjamin Tecmire, Christine M. Lombardo, Clifford E. Kirsch, G. Philip Rutledge, Gail Bernstein, Gerald T. Lins, Heather L. Traeger, John P. Hamilton, Julien Bourgeois, Karyn Vincent, Maureen Baker Fialcowitz, Peter M. Rosenblum, Richard L. Chen, Steven B. Levine, Vincente L. Martinez
Recorded on: Jun. 21, 2021
PLI Program #: 303186

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


Gail Bernstein is General Counsel at the Investment Adviser Association. She joined the IAA in 2017 from the law firm of WilmerHale in Washington, DC, where she had been both a special counsel and a partner in the Securities Department. While in private practice, Gail counseled clients on all aspects of financial and securities regulation, with a 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. 


John Hamilton focuses his practice on private fund managers, advising on the formation and structuring of investment vehicles across a variety of alternative asset classes, including hedge funds, private equity and impact investment vehicles. John also regularly counsels clients on related transactional and compliance matters, with particular expertise in advising non-U.S. managers seeking to raise capital from U.S. investors. In addition, he represents institutional investors allocating to private investment funds, including the negotiation of side letter arrangements on behalf of tax-exempt organizations and other institutional investors.

Prior to joining Stradley Ronon, John was at Morgan Stanley in Hong Kong as the Asia Head of Hedge Fund Consulting, where he provided strategic guidance to hedge fund managers in launching and scaling their businesses. Previously, he served as in-house counsel at Highbridge Capital Management, LLC and practiced as a fund lawyer at another global law firm in New York.


Julien Bourgeois is a partner in Dechert’s Financial Services Group. He advises U.S. registered investment companies and their directors, as well as their investment advisers and other service providers, on regulatory, compliance, governance and enforcement matters. He has experience with all aspects of investment company representations. 

Julien heads Dechert's ESG task force and frequently speaks and advises clients on this developing area. He is a frequent speaker at conferences in the United States and abroad and the author of numerous publications for the asset management industry. He also serves as a member of the firm’s Washington, D.C. Pro Bono Committee.


Karyn D. Vincent, CFA, CIPM, is Senior Head, Global Industry Standards, at CFA Institute and is the GIPS® Standards Executive Director. Previously, she was managing partner for client services at ACA Performance Services. Ms. Vincent founded Vincent Performance Services LLC, which subsequently merged with ACA. She also served as the global practice leader for investment performance services at PricewaterhouseCoopers. Prior to joining CFA Institute, Ms. Vincent served on the GIPS Standards Executive Committee, chaired the Technical Committee, Interpretations Subcommittee, and the Verification Subcommittee, served on the CIPM® Advisory Council, and chaired the AIMR-PPS™ Implementation Committee. She co-authored with Bruce J. Feibel Complying with the Global Investment Performance Standards (GIPS®). Ms. Vincent holds a bachelor’s degree in accounting from the University of Massachusetts Dartmouth.


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 connection with their investments 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 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 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).


Steven B. Levine is a senior counsel in the Chief Counsel’s Office of the Securities and Exchange Commission’s Division of Investment Management.   In this role, Steven counsels other divisions and offices at the SEC on investment management issues and considers requests for exemptive and no-action relief.  Prior to joining the SEC in 2020, Steven was an associate at K&L Gates LLP, where he worked in the firm’s asset management and investment funds practice group.  While attending law school in the evening, Steven worked in the legal departments of two investment advisory firms, focusing on legal and regulatory matters arising under the Investment Advisers Act of 1940 and the Investment Company Act of 1940.  Steven earned his B.A. from Tulane University and his J.D. from Brooklyn Law School.


Vince Martinez is the General Counsel of the North American Securities Administrators Association (NASAA). NASAA is the oldest international organization devoted to investor protection, and its membership consists of the securities administrators in the 50 states, the District of Columbia, Canada, Mexico, Puerto Rico, and the U.S. Virgin Islands. Immediately prior to joining NASAA, Mr. Martinez was a partner in the Washington, DC office of K&L Gates LLP, where he worked in the firm’s investigations, enforcement and white collar practice group. Before joining K&L Gates, Mr. Martinez worked in the Securities and Exchange Commission’s Division of Enforcement for almost twelve years, where he brought numerous antifraud actions against corporations and individuals. He also helped to establish and later became the Chief of the Division of Enforcement’s Office of Market Intelligence (OMI). Before serving as the Chief of OMI, Mr. Martinez established the Commodity Futures Trading Commission’s Whistleblower Office and served as its first Director. Mr. Martinez began his career in private practice, working both as a corporate transactional attorney and a litigator in New York and Washington, DC.


As General Counsel and Chief Compliance Officer for the Teacher Retirement System of Texas, Heather Traeger is responsible for all legal services and compliance for the sixth largest public pension fund in the United States, including those related to the retirement system’s pension plan and two health care programs. She serves as General Counsel for the headquarters located in Austin, Texas and the subsidiary located in London.

Ms. Traeger’s legal practice includes a strong regulatory background, with significant experience advising a variety of financial institutions. She has more than 22 years of experience in the financial services industry, including as Senior Counsel to Commissioner Roel Campos at the Securities and Exchange Commission, Counsel to Commissioner Isaac Hunt, and Senior Counsel in the Division of Market Regulation (now Trading and Markets).

Prior to joining TRS, Ms. Traeger was a partner at O’Melveny & Myers LLP, in Washington, D.C., in the Financial Services Practice and served as an Associate Counsel at the Investment Company Institute (ICI). Currently, she serves on the ILPA Legal Advisory Committee and on the Board of the Association of Securities and Exchange Commission Alumni; she also serves on the GIPS Standards US Investment Performance Committee and the NSCP’s Regulatory Advisory Committee. Ms. Traeger is a member of the Texas and District of Columbia bars.


I am Founder of Richard L. Chen PLLC, a law firm that serves the investment advisory community (including wealth managers, hedge and private equity fund sponsors, and service providers). As an entrepreneur (who happens to be blind), I understand the challenges entrepreneurs face and am passionate about serving as a trusted counsellor to help my clients achieve their business goals.

Through my practice, I provide guidance on a wide range of regulatory  matters, including  investment adviser registration; compliance program development and implementation; mock audits; and representation in SEC examinations and investigations. I also counsel clients on business formation/structuring, review and drafting of advisory agreements and commercial contracts, adviser transitions, mergers and acquisitions, succession planning, employment matters, private fund formation, and operational due diligence. Before launching my practice, I spent many years at several preeminent law firms including Arnold & Porter, Schulte Roth & Zabel, K&L Gates, and Simpson Thacher & Bartlett after graduating from Harvard Law School and Harvard College.

When I’m not working, I love spending time with my family and friends, traveling (having been to nearly 40 countries), playing guitar and keyboard, collecting sports memorabilia, adventure sports (such as sky diving and bungy jumping), and motivational speaking. I also enjoy serving my community as a board member of a not-for-profit organization that provides free legal and counseling services to the underserved in New York City.


Mr. Lins served for 20 years as the General Counsel of Voya Investment Management (formerly ING U.S. Investment Management), which comprises several investment advisory entities managing a wide variety of investment strategies and vehicles, including separate accounts, pension plans, mutual funds, hedge funds, offshore funds, wrap fee programs, insurance general accounts and collateralized debt obligations.  Previously, Mr. Lins was in charge of legal matters for a number of major asset managers and fund complexes, and also spent several years in private practice, concentrating on general corporate law matters and the regulation of investment companies, investment advisers, and other financial service providers.  Prior to that, he was a staff attorney in the Office of Chief Counsel in the SEC’s Division of Investment Management, where he had a broad range of experience with the regulation of investment companies and investment advisers under the federal securities laws.

Mr. Lins is a co-author of numerous articles and books including:

  • Regulation of Investment Advisers (Thomson West, 2020 ed.)
  • Regulation of Investment Companies (Matthew Bender & Co., Inc., 2020 ed.)
  • Regulation of Exchange-Traded Funds (Matthew Bender & Co., Inc., 2020 ed.)
  • Soft Dollars and Other Trading Activities (Thomson West, 2019-2020 ed.)
  • ERISA for Money Managers and Advisors (Thomson West, 2020-2021 ed.)
  • Hedge Funds and Other Private Funds: Regulation and Compliance (Thomson West, 2019-2020 ed.)
  • Collective Trusts and Other Commingled Funds (Law Journal Press, 2015 ed.)
  • Mutual Fund Sales Practices (Thomson West, 2020 ed.)
  • Regulation of Financial Planners (Thomson West, 2020 ed.)
  • Mortgage-Backed Securities (Thomson West, 2019-2020 ed.)
  • How to Read a Mutual Fund Prospectus (Mercer Point Press, 1999)


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 currently holds an appointment as Visiting Professor of Securities Law and Regulation in the Masters of Law Program at BPP Law School, London and as Tutor, Centre for Financial and Management Studies, University of London.  Previously, he taught securities regulation at Widener Commonwealth 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.

Mr. Rutledge has written extensively in his subject 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 (UK) and The Company Lawyer (UK).

Since 2011, Mr. Rutledge has been named in The Best Lawyers in America in the areas of corporate and securities law, capital markets law and securities regulation.


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.


Benjamin Tecmire is a Senior Counsel in the Division of Investment Management’s Investment Adviser Regulation Office – Private Funds Branch. Ben received a B.A. in political science from Columbia University, a J.D. from the George Mason University School of Law and an LL.M. from the Georgetown University Law Center.


Christine Lombardo advises investment managers and broker-dealers on financial regulatory matters. She concentrates her practice on securities regulation for a broad range of financial firms including retail asset managers, private fund managers, family offices, broker-dealers, other professional traders, and high-net-worth individuals. Christine also counsels legal, compliance, and business personnel on the structure, operation, and distribution of advisory programs, including digital advisory offerings, and investment products, including hedge funds, private equity funds, venture capital funds, real estate funds, and other alternative investment products.