Aaron Russ is an associate in the Washington, D.C., office and a member of the firm’s Investment Management Group and Securities and Derivatives Regulatory Solutions team. He draws from his experience at the U.S. Securities and Exchange Commission (SEC) to advise clients on their regulatory, compliance, operational, and governance needs.

He regularly advises private fund managers, wealth managers, innovative investment advisory fintech firms, and other registered investment advisers and exempt reporting advisers on the various regulatory and compliance issues that arise in connection with the operation of an advisory business, including compliance with the federal securities laws (Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934);

• drafting and negotiating advisory agreements and service provider agreements;
• SEC registration issues, including structuring to rely on registration exemptions or comply with SEC guidance (e.g., avoiding integration issues and structuring participating affiliate arrangements);
• preparing and updating regulatory filings (e.g., Form ADV, Form PF, and Form CRS);
• drafting and updating compliance programs to address changes to regulations and the adviser’s business (e.g., offering new products and services, use of artificial intelligence) to promote compliance with federal securities laws;
• counseling investment advisers in SEC examinations and other interactions with regulators;
• advising on all aspects of investment adviser marketing and the offering of private funds (e.g., advising on marketing materials, responses to RFPs, compliance with the Securities Act offering exemptions, broker-dealer issues, and performance track record reporting);
• counseling investment advisory firms on the regulatory aspects of M&A activity and related transactional issues; and
• assisting private fund managers comply with various regulatory and compliance issues that arise in connection with the formation, offering, and operation of private funds (e.g., advising on offering materials, placement agent agreements, subscription agreements, and investment company status issues).

Aaron previously served as senior counsel for the Division of Investment Management for the SEC. In his role as senior counsel, he drafted rule text and guidance for Commission rulemakings under the Investment Advisers Act, including the Marketing Rule. While at the SEC, he also worked in the Office of Compliance, Inspections, and Examinations (now known as the Division of Examinations), where he counseled SEC examiners on investment adviser and investment company examinations involving both private and registered funds, as well as broker-dealer examinations.

Highly regarded for his deep knowledge of the Advisers Act Marketing Rule, Aaron frequently shares his insights through writing and speaking engagements with publications such as Practicing Law Institute (PLI), The Review of Securities & Commodities Regulation, and Strafford.

Aaron earned his J.D., summa cum laude, from the University of Illinois College of Law. He also holds a dual B.A. in Economics and Political Science from the University of Michigan.