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Fundamentals of Investment Adviser Regulation 2013

Speaker(s): Antoinette Lazarus, Clifford E. Kirsch, G. Philip Rutledge, John L. Bronson, Kay A. Gordon, Kenneth J. Berman, Michael B. Koffler, Peter M. Rosenblum, Steven A. Yadegari, Steven W. Stone
Recorded on: Jul. 17, 2013
PLI Program #: 43215

Ms. Lazarus is the chief compliance officer at Landmark Partners and is responsible for enforcing Landmark’s compliance program to ensure adherence with federal and state securities laws.  

Before joining Landmark in 2006, Ms. Lazarus was a vice president at Prudential Financial and served as the chief compliance officer for Prudential Retirement’s federally-registered investment adviser and registered insurance company separate accounts.  Prior to that, she held various managerial accounting positions at some of the nation’s leading insurance and financial services companies, including Aetna, ING, and CIGNA.   

Ms. Lazarus is a Corporator at Saint Francis Hospital and Medical Center and serves on Boards of the YWCA of the Hartford Region, WALKS Foundation, and The Center for Urban Research, Education & Training.  
Ms. Lazarus has an MBA in Finance from the University of Hartford, a BS in Physics from Fairfield University and has achieved the designations of Investment Adviser Certified Compliance Professional (IACCP) and Certified Regulatory & Compliance Professional Program (CRCP) from The Wharton School FINRA Institute. 

Kenneth Berman, a member of the Investment Management Group, 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. Mr. Berman also counsels mutual fund independent directors and advises operating companies concerning status issues they may face under the Investment Company Act of 1940. He is recognized as a leading lawyer by Chambers USA (2009-2015), where clients note that he is an “impressive” and “great” lawyer who offers “invaluable support throughout the decision-making process.” Mr. Berman is also recommended by The Legal 500 US (2012-2015).

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 “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); “Expense Allocation: The SEC Brings Down The Hammer,” Vol. 16 No. 1, Journal of Investment Compliance (May, 2015); “SEC Settles First “Pay-To-Play” Enforcement Action,” Financial Fraud Law Report (October, 2014); “Debevoise & Plimpton Discusses JOBS Act General Solicitations,” The CLS Blue Sky Blog (September, 2014); “Debevoise & Plimpton Discusses Treatment of Special Purposes Vehicles under the Advisers Act,” The CLS Blue Sky Blog (August, 2014); “Good News on ‘Bad Actors’,” PE Manager (March, 2014); “A Touch of Solace for Broker-Dealer Compliance Personnel,” Law360 (November, 2013); “Debevoise & Plimpton Discusses SEC’s Guidance on Supervisory Liability for a Broker-Dealer’s Compliance and Legal Personnel,” The CLS Blue Sky Blog (November, 2013); “Time For Private Equity To Focus On Form PF,” The Deal (June, 2012); “International Survey of Investment Adviser Regulation,” Wolters Kluwer (June, 2012) and “SEC Risk Alert Discusses When Social Media Interactions May Constitute Prohibited Hedge Fund Client Testimonials,” The Hedge Fund Law Report (April, 2012). 

Mr. Berman is a frequent speaker at conferences relating to investment company and investment adviser issues. He is a member of the Committee on Investment Management Regulation of the Association of the Bar of the City of New York and served as Chair of that Committee from 2009 to 2012. Mr. Berman is also a member of the American Bar Association (Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Entities) and the District of Columbia Bar. Mr. Berman is also an adjunct professor of law in Georgetown University’s LLM program.

Mr. Berman received his J.D. from the University of Chicago Law School, where he was a member of the Law Review, and his B.A. from Dickinson College, where he was elected to Phi Beta Kappa.


  • University of Chicago Law School, 1979, J.D.
  • Dickinson College, 1976, B.A.

Bar Admissions

  • New York
  • District of Columbia

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 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.


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

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.

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

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.

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

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

Related Practices / Industries

  • Financial Services
  • Broker-Dealer
  • Insurance
  • Insurance Products
  • Investment Adviser
  • Mutual Funds
  • Capital Markets & Investments
  • Retirement Products & Services

Bar Admissions

  • District of Columbia
  • New Jersey
  • New York

John Bronson is Prudential's U.S. Businesses Regulatory Counsel, leading a group of lawyers who provide support on diverse regulatory matters to Prudential's U.S. investment management, mutual funds, annuities, retirement services and insurance businesses. These businesses include twelve registered investment advisers and three broker-dealers. As of December 31, 2012, Prudential Investment Management had $827 billion in assets under management across asset classes that include public equities, public fixed income securities, private fixed income securities, commercial mortgages and real estate, through structures such as institutional separate accounts, managed account programs, registered investment companies, collective trusts, insurance company separate accounts and private funds.

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

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

Awards and Rankings

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


  • Compliance 101 - Building a Compliance Testing Program (March 5, 2015) IAA Investment Adviser Compliance Conference
  • Investment Adviser Association Compliance Workshop (November 5, 2014)
  • Regulation of Advisers (Part III): Compliance; Recordkeeping and Exams; Trends and Developments (July 16, 2014), Fundamentals of Investment Adviser Regulation 2014
  • Webcast: Private Offerings - The Opportunity and Challenge in Operating Under the New Legal Framework (October 29, 2013)


  • Private Fund Related Performance––Avoiding the Pitfalls (February 2014), Investment Adviser Association Monthly Newsletter, Compliance Corner
  • Welcome to the Party? FINRA Invites Investment Advisers to Utilize its Arbitration Procedures (December 3, 2012), Investment Adviser Association Newsletter
  • Regulatory watch list for 2012: the shifting landscape for hedge funds and other private funds (June 2012), Journal of Investment Compliance
  • SEC Revamps Investment Adviser Regulatory Scheme as Mandated by the Dodd-Frank Act (August 30, 2011), TerraLex Connections


  • J.D., University of Pennsylvania Law School
  • B.A., summa cum laude, State University of New York at Binghamton

Professional Activities

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

Peter M. Rosenblum is a partner at Foley Hoag LLP and the co-head of its Investment Management Practice 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 regularly represents 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 also counsels clients in a broad range of other industries on business and regulatory matters, financing strategies and structuring of corporate and international transactions.  

Mr. Rosenblum is a member of Foley Hoag’s Executive Committee.  He was Chairman of the firm’s Business Department from 2008 to 2011, 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, in Chambers Global: The World’s Leading Lawyers for Business for private equity-buyouts and venture capital investment 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. 

Mr. Rosenblum graduated, summa cum laude, from Amherst College, 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.

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 Investment Advisers” and “Overview of Institutional and Offshore Advisory Activity” in C. Kirsch, Investment Adviser Regulation (2006, 2008) and “Organization of a Private Investment Fund: Basic Structural and Legal Issues” in C. Kirsch, Financial Product Fundamentals (New York 2006, 2009, 2013).

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.

Steve advises major US broker-dealers in the private wealth and private client businesses that offer investment advice and brokerage services to high-net-worth clients as well as broker-dealers serving self-directing clients. He also works as counsel on various matters to the Securities Industry and Financial Markets Association’s (SIFMA) private client committee and represents most of the best-known US broker-dealers in this area. He also advises broker-dealers and investment advisers in the managed account or wrap fee area, and serves as counsel to the Money Management Institute, the principal trade association focused on managed accounts. Steve also counsels various institutional investment advisers and banks on investment management issues, including conflicts, trading, disclosure, advertising, distribution, and other ongoing regulatory compliance matters. Steve’s practice includes counseling clients on varied regulatory and transactional matters including the development of innovative products and services; regulation and operation of managed account (or wrap fee) programs and hedge funds; trading issues affecting broker-dealers and investment advisers; soft dollar arrangements; interpretive and no-action letter requests; insider trading issues; and related matters. He guides clients through SEC, Financial Industry Regulatory Authority (FINRA), and state investigations and enforcement actions. Additionally, he counsels clients on mergers, acquisitions, and joint ventures involving broker-dealers and investment advisers.

Steve serves on the firm’s Advisory Board, and was previously managing partner of the Washington, DC, office.

Since 2005, Chambers USA: America’s Leading Lawyers for Business has recognized Steve as one of the leading US lawyers for investment management and broker-dealer law, calling him as “one of the best in the field.” Since 2009, The US Legal 500 has listed him for his work with mutual fund formation and management.

Kay A. Gordon is a partner in the firm’s nationally ranked Investment Management Practice Group.

Based in the firm's New York office, Kay focuses her practice on hedge funds, private equity funds and compliancerelated matters involving registered advisers and brokerdealers. 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. Kay works closely with strategic investors and also represents clients in investigations by the SEC and other regulators.

In General. Kay is a frequent speaker and author and, in 2009, was recognized by The Legal 500 United States in its 2009 edition as a Leading Lawyer in Investment Fund Formation and Management. She is a chartered financial analyst, and a member of the Association for Investment Management and Research, Stamford Society of Security Analysts and the American Bar Association's Committee on Investment Management.

Steven A. Yadegari is Chief Operating Officer and General Counsel of Cramer Rosenthal McGlynn, LLC, a registered investment adviser located in New York City.  Mr. Yadegari also serves as Chief Legal Officer and Chief Compliance Officer for the CRM Mutual Fund Trust.  Prior to joining CRM, Mr. Yadegari was a member of the Regulatory Practice Group at K&L Gates and, before that, an associate at 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 has spoken at a number of conferences and has published articles on securities law topics.  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 Past President and current Chairman of the Board of Old Westbury Hebrew Congregation and is a Past President of the Association for Conflict Resolution of Greater New York, a not-for-profit organization.  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 faculty member.