• Share
  • Email
  • Print

Clifford J. Alexander

Partner
+1.202.778.9068
Fax +1.202.778.9100
Mr. Alexander concentrates in banking, investment company, broker-dealer and investment adviser law. He formerly served as Primary Outside Counsel to the National Society of Compliance Professionals, an association of investment adviser and broker-dealer compliance officers.

Mr. Alexander has had a varied financial practice that includes the organization of four national banks as limited purpose trust companies and the representation of numerous state and federally chartered banks on their trust, investment management and securities activities. His legal experience also has included representation of large and small foreign financial firms establishing branches and affiliates in the U.S., and U.S. banks establishing offices and affiliates in other countries.

Professional Background

From 1982 to 1983, Cliff Alexander served as counsel to the Task Force on Banking Boards and Commissions of the President's Private Sector Survey on Cost Controls (Grace Commission). From 1975 to 1977, he was assistant counsel to the Securities Subcommittee of the U.S. Senate Committee on Banking, Housing and Urban Affairs. While on the Committee Staff, he was responsible for a study of the Glass-Steagall Act and was involved in the legislative hearings on the International Banking Act of 1978. He was with a Boston law firm from 1970-1975; and from 1967-1970, was with the Securities and Exchange Commission.

Professional/Civic Activities

  • American Bar Association
    • Committee on Developments in Investment Services
    • Subcommittee on Securities Activities of Banks of the Banking and Corporations Section
  • Boston Bar Association
  • Federal Bar Association

Speaking Engagements

Mr. Alexander has served as Chairman and has been a faculty member of a number of conferences sponsored by the American Bankers Association, Investment Company Institute, No Load Mutual Fund Association, American Bar Association, Practicing Law Institute and American Law Institute.

Additional Information

  • Co-Editor, Money Manager's Compliance Guide
  • Co-Editor, The Investment Lawyer
  • Contributing Author, Problems of Fiduciaries Under the Securities Laws, American Bar Association
Investment Companies
  • Organized new open-end funds, closed-end funds, contractual plans and unit investment trusts
  • Prepared registration statements and proxy material for open-end and closed-end funds
  • Organized and represented manager of managers’ funds
  • Represented issuers of face amount certificates
  • Represented independent directors and trustees of open-end and closed-end funds
  • Prepared compliance programs for investment companies
  • Conducted legal and regulatory examinations of investment company compliance programs
  • Prepared fund and board policies to comply with Investment Company Act of 1940 rules
  • Conducted reviews of fund derivatives disclosures and policies
  • Conducted reviews of the adequacy and consistency of fund complex prospectus and SAI disclosure
  • Obtained exemptions for funds from various provisions of Investment Company Act of 1940
  • Advised funds on Internal Revenue Code Subchapter requirements
  • Obtained ERISA exemption for closed-end fund industry
  • Structured Rule 12b-1 Plans, contractual plans, front-end loads and other distribution programs
  • Liquidated and deregistered open-end funds, closed-end funds, contractual plans and unit investment trusts
Investment Advisers
  • Organized new start-up advisers
  • Prepared Form ADVs and registered advisers with SEC and states
  • Prepared compliance manuals for advisers and assisted advisers with development of compliance programs
  • Conducted legal and regulatory examinations of adviser compliance programs
  • Conducted legal and regulatory review of advisers’ sales and marketing programs
  • Conducted legal and regulatory review of advisers’ portfolio management and trading operations
  • Conducted review of advisers’ derivatives policies and practices
  • Advised investment advisers on business unit reorganizations and utilization of dual employee arrangements
  • Advised advisers on ERISA requirements
  • Conducted whistleblower investigations
  • Advised advisers on preparing for and responding to SEC examinations
Broker-Dealer
  • Organized new start-up broker-dealers
  • Prepared SEC registration statements and applications for NASD membership
  • Prepared compliance manuals and written supervisory procedures
  • Conducted legal and regulatory examinations of broker-dealer compliance programs
  • Conducted “best practices” examination of broker-dealer subsidiary of savings and loan association
  • Created financial services accounts and sweep programs 
  • Established brokered bank certificate of deposit programs
  • Established wrap account programs
  • Advised on margin rule compliance
  • Advised firms on preparing for and responding to SEC examinations
  • Negotiated clearing agreements
Trust Companies
  • Organized new federally-chartered trust companies
  • Established common and collective funds
  • Represented trust companies on mergers of bank funds into registered mutual funds
  • Advised clients on private offering requirements of Securities Act of 1933
  • Advised clients on Investment Company Act of 1940 exemptions
  • Prepared trust company manuals for clients
  • Obtained relief from Comptroller of Currency for operation of bank funds
  • Assisted trust company with obtaining grandfather exemptions from Bank Holding Company Act
  • Negotiated third-party administration agreements
Real Estate Investment Funds
  • Organized new REITS
  • Prepared registration statements for REITs and applications for stock exchange listings
  • Advised REITs on acquisitions of mortgages and real estate investments
  • Advised REITs on Internal Revenue Code Subchapter M requirements
  • Represented REIT director on corporate governance matters
Litigation and Securities Enforcement
  • Represented clients in management fee litigation
  • Represented mutual fund client in lawsuit against portfolio company
  • Represented mutual fund client in lawsuit alleging illegal and excessive Rule 12b-1 Plan fees
  • Represented clients in SEC enforcement proceedings involving alleged market timing violations
  • Represented client in SEC enforcement proceedings involving allegedly misleading private placement memorandum
Transfer Agents
  • Represented clients with the organization of new transfer agents
  • Represented client in acquisition of transfer agent
  • Represented transfer agent on Internal Revenue Code requirements
  • Conducted private regulatory examination of transfer agent
  • Represented transfer agent in connection with lawsuit filed by shareholder of issuer
Mergers and Acquisitions
  • Represented fund boards in connection with sales of their investment advisers
  • Represented purchasers and sellers of advisers and broker-dealers
  • Represented over 30 registered investment companies in reorganizations of portfolios and legal entities
  • Represented client in acquisition of trust company
Legislative Projects
  • As staff member of Senate Banking Committee, helped draft amendments to Investment Advisers Act of 1940
  • As staff member of Senate Banking Committee, conducted two-year study of Glass-Steagall ActAs staff member of Senate Banking Committee, helped draft Foreign Corrupt Practices Act
  • Advised Investment Company Institute on Investment Company Act Amendments of 1970
  • Assisted clients with preparation of statements before congressional committees
  • Assisted trust company with obtaining grandfather exemption from Bank Holding Company Act