Gretchen Passe Roin, a partner at WilmerHale, counsels investment advisers, independent directors and large financial institutions regarding regulatory requirements relating to wrap programs, separate accounts, mutual funds and private funds. She advises on a wide variety of issues, including SEC and state securities registration and exemptions, conflicts of interest and affiliated transactions, regulatory reporting obligations, compliance policies and procedures, and complex enforcement matters. Ms. Roin has substantial experience addressing regulators' evolving concerns and ever-increasing expectations for disclosures to clients and mitigation of conflicts of interest.

Ms. Roin represents both registered and unregistered investment companies and investment advisers. She works with a wide range of registered fund structures, including open- and closed-end mutual funds, ETFs, money market funds, variable annuity and life insurance funds. Her representation of unregistered funds focuses on hedge funds and stable value funds, though she also works with real estate managers and venture capital and private equity fund advisers to determine eligibility for and compliance with exemptions from registration of their advisory business and/or funds.

Her representation of fund boards and advisers includes addressing a range of questions on the federal securities laws, generally, and specific issues such as liquidity, selective disclosure, leverage, derivatives, securities lending and fair valuation. She also advises on the development and evaluation of compliance policies addressing revenue share and joint marketing payments, share class selection and best execution, the duty to monitor and refresh investment recommendations, pay-to-play arrangements, and preferences for proprietary or affiliated products.

Professional Activities

Ms. Roin speaks and publishes regularly on investment management topics. She is a 2022 LexisNexis Premier Author and contributes to its Practical Guidance on the Advisers Act. She is a member of the Boston chapters of 100 Women in Hedge Funds and 85 Broads, as well as the Boston Bar Association Financial Services section. She serves on the boards of the Nepalese Children's Hope Foundation and the Harvard Catholic Chaplaincy and Student Center.