Management Registered

Mobile 646-***-**** Office 212-***-****

Andrew J. Ford

*** ********** ******, ********* ***

Jersey City, New Jersey 07302

**********@*******.***

Legal Experience

Evercore Partners General counsel for investment banking division of an

Inc. SEC-registered broker-dealer. Advise on U.S. securities

EVERCORE GROUP law and cross-border issues for investment banking and

L.L.C. restructuring engagements. Negotiate engagement

New York, New York letters, non-disclosure agreements and advise on

fairness and other opinions and related committee

General Counsel - matters. Represent legal and compliance at all

Investment Banking committee meetings. Provided advice on business

Chief Compliance expansion efforts, including authority from FINRA to

Officer conduct private placement, underwritings and research,

November 2007 - sales and trading. Responsible for managing litigation

Present and coordinating responses to third-party subpoenas in

connection with announced mergers and acquisitions.

Serve as chief compliance officer for SEC-registered

broker-dealer and FINRA member. Built compliance

department for broker-dealer and private equity

businesses. Responsible for registration matters,

responding to FINRA, NYSE and SEC inquiries, designing

and implementing compliance processes and procedures,

and reviewing and selecting third-party compliance

vendor solutions. Conduct annual compliance training of

investment bankers. Supervise software and database

consultants regarding the design and implementation of

SharePoint workflow solutions for front office, legal

and compliance.

Advise on the formation and registration of a

registered investment adviser, a trust company and a

Hong Kong investment banking affiliate. Internal

counsel and chief compliance officer for U.S. private

equity business. Assist in the corporate secretary

function for parent company and subsidiaries.

Two direct reports in NY. Oversee legal and compliance

matters of affiliates in the United Kingdom and Mexico.

RBC Capital Markets Provided legal advice and deal support for newly formed

Corporation U.S. commercial mortgage-backed securities business.

ROYAL BANK OF CANADA Developed agreements and related documents for

origination of loans. Advised on purchase and sale and

New York, New York servicing agreements for transfer of loans into CMBS

vehicles, related agreements and prospectus

Senior Counsel and disclosures.

Vice-President Provided legal support to the broker-dealer's

April 2004 - syndication desk regarding investment grade and high

November 2007 yield fixed-income deals, asset-backed commercial paper

programs and medium-term note programs. Represented

legal department and acted as secretary to the debt

commitment committee.

Provided advice on privacy, anti-money laundering and

anti-tying laws. Advised on new business matters and

acted as secretary to the new business committee,

responsible for working with business groups on new

business proposals and coordinating input and approvals

of operations, compliance, finance and other

departments.

Provided legal advice to the bank's collateralized debt

Senior obligations business. Provided advice on and drafted

Vice-President policies for compliance manuals and written supervisory

Chief Compliance procedures of both the bank and broker-dealer regarding

Officer all of the above. Acted as chief compliance officer to

July 2002 - April a newly formed investment adviser subsidiary that

2004 managed investments in syndicated loans. Provided

advice regarding ERISA with respect to financial

services activities.

Advised affiliates regarding the Advisers Act and the

Company Act. Responsible for registering investment

advisers with the SEC and drafting Form ADVs, related

client brochures and investment management agreements.

Advised on formation of hedge fund-of-funds and drafted

related offering materials. Provided advice to the

global private banking and capital markets divisions

regarding U.S. banking laws and regulations, including

the requirements of the Office of Comptroller of the

Currency with respect to bank fiduciary powers and

discretionary investment management.

From July 2002 to April 2004, acted as chief compliance

officer for a newly formed registered investment

adviser subsidiary following the acquisition by RBC of

the North American private banking division of Barclays

Bank plc.

Dorsey & Whitney LLP Drafted limited partnership and limited liability

company agreements, as well as offshore organizational

NEW YORK, NEW YORK documents, private placement memoranda and related

agreements for both domestic and offshore private

Associate investment funds (i.e., hedge funds and commodity

1995 - 2002 pools). Registered clients under the Advisers Act and

the Commodity Exchange Act ("CE Act") and advised said

clients with respect to ongoing legal and regulatory

matters. Researched and provided advice to clients

with respect to issues under the Advisers Act, the

Company Act, the CE Act, the 1933 Act and the 1934 Act.

Communicated extensively with the SEC, the CFTC, the

NFA and NASD with respect to legal and regulatory

issues. Advised investment management clients with

respect to related ERISA and tax issues.

Drafted asset purchase, pooling and trust agreements in

connection with publicly- and privately-offered

securitizations of lease and loan receivables for AT&T

Capital Corp (now CIT). Advised on prospectus

disclosures and related public company matters.

Advised on private equity purchase of a Japanese bank.

Drafted private equity limited partnership agreement

and related private placement memorandum.

Other Corporate Law Work:

Drafted asset purchase and merger agreements, stock

purchase agreements, registration rights agreements,

stockholders' agreements and related venture financing

agreements. Drafted employment agreements and

researched law relating to employment matters,

including non-competition, non-solicitation and

confidentiality provisions.

Campbell & Company, Provided legal and compliance advice regarding CE Act,

Inc. Advisers Act and state laws regarding investment

BALTIMORE, MARYLAND management activities of a commodity trading

advisor/commodity pool operator of both public and

private commodity pools. Assisted in the preparation of

Legal Counsel a public offering of a commodity futures fund.

1992 - 1995 Responsible for periodic reporting to the SEC in

connection with publicly offered commodity futures

fund. Extensive contact with the CFTC, the SEC, the

NFA and the NASD.

Education Juris Doctor University of Maryland

(1992)

Bachelor of Arts, cum laude, University of Richmond

(1985)

Department Honors

Bar Memberships New York

Maryland

Licenses Series 7, 24 and 79

Honorary Societies Member, Phi Beta Kappa

Member, Omicron Delta

Kappa

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