Ernest J. C'Debaca, Jd, Ll.M, Cfp®, Chfc® Email & Phone Number

Scottsdale, Arizona, United States

Phoenix, Arizona, Us

Responsible for management of all operations, legal and compliance for an RIA operating nationally with over 300 affiliated reps, 75+ sub-advisers and managing approx. $5.2B in AUM. Design and implement plans to strategically optimize internal processes and external alliances by leveraging technology to continually improve overall service to our advisers and their clients. Advise on all legal issues, including those relating to the Advisers Act, the 1940 Act, ERISA, federal and state securities laws, employment laws and general corporate matters. Responsible for leading corporate operational, strategic and tactical legal initiatives. Manage the oversight of outside counsel and third-party service providers. Serve as General Counsel to Magellan Financial and Insurance Services, Inc., an affiliated national independent marketing organization and insurance general agent. Serve as General Counsel to affiliated retail broker-dealer.Responsible for the creation and administration of the SEC Rule 206(4)-7 compliance program as well as the review and oversight of such programs for all sub-advisers and service providers. Responsible for the development of and monitoring of written supervisory procedures; code of ethics and required reporting; anti-money laundering and business continuity plans. Review and approve advertising / marketing material; Develop and coordinate annual compliance training and office inspections. Maintain all SEC compliance forms - Form ADV, ADVPt.2A & 2B, FINRA U-4/U-5 and state filings. Act as primary coordinator and contact for federal and state regulatory inquiries.

Provide comprehensive advice on securities law matters with a focus on both registered and private investment companies, investment management regulation and broker-dealer / advisor regulation. Consult on private equity issues including venture, seed and bridge funding as well as private investment funds.Advise on estate, tax and trust issues, federal and state securities laws, insurance law and general business and corporate law. Structure and advise clients on sophisticated asset protection strategies. Consult on securities law and compliance issues through limited engagements.Provide financial planning and wealth management to family offices, business owners and professionals. Specialties include: estate and retirement planning, tax, asset protection and risk management solutions for business owners and professionals.Key engagements include:• Serve as General Counsel to innovative crowdfunding portal, advising on structuring and offering of JOBS Act Title III interstate as well as individual intrastate equity offerings and general corporate operations.• Serve as General Counsel to national independent marketing organization and financial services conglomerate focusing on mergers/acquisitions and strategic capitalization strategies as well as general corporate operations.• Served as interim General Counsel and Chief Compliance Officer of registered investment adviser, private investment funds and broker-dealer with assets under management in excess of $10 billion. Acted as primary liaison for CEO and COO with firm-wide strategic initiatives and operational matters.• Advised on structure, financing and annual renewal of $153 million multi-state asset securitization and bank line of credit.• Consulted with local business group on funding and marketing of $180 million community development project.

Responsible for the compliance function of two registered investment advisers operating as manager-of-managers and utilizing 42 sub-advisers. Administered Rule 206(4)-7 compliance program for advisers. Maintained Form ADV filings. Responsible for oversight of all sub-advisers' compliance programs.

Administered compliance function for fund complex, advisers and wholesale broker-dealer including: FINRA supervision requirements for registered representatives; development / monitoring of written supervisory procedures; code of ethics and gift and entertainment policies. Coordinated personal trading policies; SEC Forms BD, 3,4 and 5 filing; anti-money laundering and business continuity plans. Reviewed and approved advertising / marketing material; annual compliance training and office inspections. Managed team of 19 compliance professionals.• Initiated new communication channels and acted as primary liaison between senior management within different ING business units (Distribution, Product Development, Marketing, Compliance and Legal.)• Streamlined compliance procedures and operational functions across local business units, national organizations and global headquarters.

Administered compliance functions for fund complex with 200+ funds and two registered investment advisers operating as manager-of-managers and utilizing 42 sub-advisers. Implemented compliance with federal securities laws and regulations, FINRA rules and state law. Managed team of 19 compliance professionals. Assisted funds’ CFO in managing four teams (approx. 60 individuals) responsible for fund accounting and administration. Assisted with development and monitoring of Rule 38a-1/206(4)-7 policies and procedures as well as adviser/broker-dealer compliance programs. Coordinated federal, state and other agency examinations. Designed, developed and tested compliance procedures. Participated in organizational risk management initiatives. Provided compliance training and advised staff on regulatory changes. Administered fund complex use of Charles River Development compliance system.• Recruited from Legal Services to vitalize an under-performing division with change and improvement, promoting a positive image to business units and third-parties. Realizing marked improvements within 6 months, including 100% staff retention and consistent on-time deliverables.• Implemented recitative training and a new compliance manual to strengthen knowledge base.• Developed internal incentives and empowered staff to raise both morale and retention.• Introduced automated solutions for the formerly paper-intensive compliance process, enhancing efficiency.• Provided accountability-based leadership and clear direction to staff, promoting a culture of professionalism and operational efficiency to effectively meet regulatory requirements and instill a “culture of compliance.”

New York, New York, Us

Provided legal services and advised global financial services organization with over 200 registered mutual funds and over $450 billion in global assets under management. Advised business group clients on legal issues affecting the ongoing operations of the ING family of funds with a particular emphasis on disclosure and regulatory issues including: review of advertising/distribution materials; fund compliance issues; review and drafting fund contracts; reporting to boards of trustees; preparation of proxy materials; analyzing the effects of new SEC rules and regulations and coordinating business responses; assisting in supervising 19 paralegals. Drafted and implemented procedures for Sarbanes-Oxley, SEC and FINRA compliance. Advised unaffiliated sub-advisers regarding portfolio compliance. Served as primary coordinator for federal and state regulatory inquiries. Provided primary legal support for closed-end fund business. • Recognized as a “trusted advisor” for numerous business units outside this division, contributing to business productivity and cognizance of critical legal issues.• Acted as lead internal counsel in the offering and exchange-listing of two ING closed-end funds which raised approximately $2.3 billion during 2005.

Provided legal advice and counsel for Division of Investment Management, Office of Disclosure and Review. Reviewed registration statements, proxy materials, corporate organizational documents and periodic reports of registered investment companies for compliance with federal securities laws. Participated in the interpretive functions of the Division as well as the continuing re-evaluation of existing legal policies, interpretations and no-action requests. Researched and drafted memoranda on hedge fund industry. • Assisted in drafting the “Fund-of-Hedge-Funds” portion of the SEC 2003 Staff Report to the Commission on Implications of the Growth of Hedge Funds.

Ll.M., Securities And Financial Regulation

Juris Doctor, Corporate/Tax/Securities/Estate Planning

Mba, Finance

Bachelors, University Studies