Paul G. Cellupica, Division of Investment Management Deputy Director and Chief Counsel to Conclude Tenure at SEC

The Securities and Exchange Commission today announced that Paul G. Cellupica, Deputy Director and Chief Counsel of the Division of Investment Management, will depart the agency later this month.

Mr. Cellupica rejoined the division as Deputy Director in November 2017, and became Chief Counsel in June 2018. The division's Office of the Chief Counsel, among other responsibilities, is responsible for responding to requests for legal and policy guidance, evaluating applications for exemptive relief, overseeing the division's liaison with the Divisions of Enforcement and Examinations, technical assistance on legislation affecting investment advisers and funds, and engagement with international regulators on matters related to asset management.

"Paul's expertise, deep knowledge of the asset management industry and commitment to the SEC have been invaluable assets as we navigated through much needed regulatory reforms and the market disruptions caused by the COVID-19 pandemic," said Dalia Blass, Director of the Division of Investment Management. "His dedication to the work of the Commission and the division will have a lasting impact for years to come, and I thank him for his counsel to me and his many years of public service to the Commission."

"I have been fortunate to have worked with such a talented group of colleagues, both in Investment Management and throughout the Commission, during such a productive and transformative period in investment management regulation," Mr. Cellupica said. "I am grateful to Director Blass for the opportunity of a lifetime to return to the SEC, and I am extraordinarily proud of what the division and the Office of the Chief Counsel have been able to accomplish, working as a team, on behalf of investors."

Under Mr. Cellupica's leadership, the IM Office of the Chief Counsel provided critical contributions to a number of important policy areas and initiatives, including:

• COVID-19 Emergency Relief: Exemptive relief and guidance relied upon by nearly 700 investment companies, boards and advisers during the height of the pandemic, including relief from certain filing and delivery obligations, relief providing greater flexibility for funds in obtaining short-term funding, and relief permitting fund boards to satisfy in-person board meeting requirements through virtual meetings.
• Board Outreach Initiative: Outreach to fund boards and trustees regarding ways to recalibrate board oversight responsibilities, resulting in the first Commission rulemaking to address fund valuation in 50 years, and staff guidance permitting fund boards to receive quarterly representations from the fund CCO regarding compliance of affiliated transactions with exemptive rules, instead of the board itself determining compliance.
• Review of Staff Guidance: Initiation of a review of prior staff guidance, which has resulted so far in the withdrawal of over 70 staff letters and statements.
• Actively Managed Non-Transparent ETFs:  Exemptive relief to permit novel forms of actively-managed ETFs, which operate without being subject to daily portfolio transparency.
• Proxy Voting: Commission guidance for investment advisers on exercise of their proxy voting responsibilities, including use of proxy advisory firms, in conjunction with a broader effort to modernize and enhance the proxy voting system.
• Innovative Exemptive Relief: Novel and valuable exemptive relief under the Investment Company Act of 1940, including relief to permit business development companies to offer multiple classes of shares; relief to permit fund boards to approve changes in sub-advisers at non-in-person meetings; expansion of multi-manager relief to affiliated sub-advisers; relief to permit a closed-end fund to pay advisory fees in fund shares as well as cash; and relief permitting a fund to use an alternative classification methodology in its liquidity risk management program.
• Creation of IM Liaison Office: Transformation of the division's Enforcement Liaison Office into an expanded office that partners with both the Enforcement and Examination Divisions, and has supported numerous Enforcement investigations and initiatives to protect Main Street investors, including the Share Class Selection Disclosure Initiative which returned over $139 million to investors.
• Streamlining the Exemptive Applications Review Process: Changes to improve the process for review of exemptive applications, including adoption of a new rule that will create an expedited review process for exemptive applications that are substantially similar to recent precedent.
• Guidance on MiFID II:  Extension of no-action relief issued in response to the European MiFID II rules on payment for research in Europe, including guidance regarding payments for research through Client Commission Arrangements (CCAs).
• International engagement:  An enhanced voice for the Division in international regulatory discussions involving important policy issues such as ESG, the role of ETFs, fund liquidity, and fund investments in leveraged loans.

In addition, Mr. Cellupica had an important role in a number of significant rulemaking initiatives, including the adoption of rules permitting a "notice and access" method of delivering shareholder reports; revisions to the Volcker rule; development of a summary prospectus for variable insurance products; and the Commission's interpretation regarding investment advisers' fiduciary duty. He also helped lead the formulation of division policy on critical topics such as fund investments in cryptocurrency; investment adviser custody of non-traditional assets, including digital assets; cybersecurity; the transition from LIBOR; registered fund investments in private funds; closed-end fund governance; and investment company status issues involving operating companies.

Mr. Cellupica previously served in several leadership capacities in the Division of Investment Management and the Division of Enforcement from 1996 to 2004. Prior to rejoining the Division in November 2017, Mr. Cellupica was Managing Director and General Counsel for Securities Law at Teachers Insurance and Annuity Association of America (TIAA). Prior to that, he was Chief Counsel for the Americas at MetLife, Inc.

During his tenure at the SEC, Mr. Cellupica received the Martha Platt Award; the Law and Policy Award; the Chairman’s Award for Serving the Interests of Main Street Investors; and the Chairman’s Award for Excellence.

Mr. Cellupica received a B.A. magna cum laude from Harvard College and a J.D. cum laude from Harvard Law School. He served as a law clerk for Judge David Nelson of the U.S. Court of Appeals for the Sixth Circuit.

Upon Mr. Cellupica's departure, Brent Fields will become acting Deputy Director and acting Chief Counsel of the Division of Investment Management.