^Terrence O. Davis

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Monarch Plaza
3414 Peachtree Road, N.E.
Suite 1600
Atlanta, Georgia 30326
T: 678.406.8740
F: 404.238.9788
901 K Street, N.W.
Suite 900
Washington, District of Columbia 20001
T: 202.508.3400
F: 202.508.3402

Terrence Davis is a shareholder in Baker Donelson's Atlanta and Washington, D.C., offices and focuses his practice on serving clients in the financial services industry, including investment companies, investment company boards of directors, variable insurance product manufacturers and distributors, hedge funds, venture capital funds, private equity funds, investment advisers, and retail and wholesale broker-dealers. In connection with the design, offering and operation of public and private pooled investment vehicles, he renders advice on federal and state securities, corporate/business trust, and mergers and reorganization. He advises broker-dealers, investment advisers and fund clients in connection with the design, implementation and evaluation of their compliance programs. In addition, Mr. Davis routinely counsels clients in connection with regulatory examinations and enforcement actions. Mr. Davis also has significant experience in general corporate and business law, including business formation, acquisitions, contracts and financial issues.

Mr. Davis previously served as the Rule 38a-1 chief compliance officer and enterprise compliance officer for ING U.S. Financial Services.

Representative Matters

Hedge Fund and Private Equity

  • Formed several investment advisers and broker-dealers for entities ranging from mutual fund groups to insurance companies and private wealth management firms.
  • Advised fund managers on a range of issues, including formation, investments and liquidity events.
  • Performed due-diligence review in connection with proposed portfolio investments and acquisitions.

Investment Adviser and Broker-Dealer

  • Served as lead attorney to wholesale broker-dealer with annual sales in excess of $4.9 billion.
  • Served as general counsel to entity registered as investment adviser and wholesale broker-dealer.
  • Advised broker-dealer clients on a range of issues, including net capital requirements and non-cash compensation, related to Financial Industry Regulatory Authority Rules.
  • Developed and instituted compliance policies and procedures required under Rule 206(4)-7 of the Investment Advisers Act of 1940.
  • Oversaw management of Form ADV update process for multiple investment adviser and broker-dealer affiliates.
  • Managed and coordinated examinations by SEC and self-regulatory organizations (SROs).
  • Coordinated responses to various state and federal regulatory inquiries.

Mutual Funds and Registered Insurance Company Separate Accounts 

  • Formed numerous mutual funds and additional series of existing mutual funds using Form N-1A.
  • Served as chief compliance officer for several insurance company separate accounts for purposes of Rule 38a-1 under the Investment Advisers Act of 1940, with total combined assets under management in excess of $106 billion.
  • Developed and implemented policies and procedures related to various requirements under the Investment Advisers Act of 1940, including Rule 38a-1 and other federal securities laws for the U.S. variable insurance operations of ING U.S. Financial Services.
  • Conducted annual review required under Rule 38a-1 for a Fortune Global 10 organization.
  • Advised and counseled mutual fund board of directors in connection with a range of issues related to the operation of mutual fund, including selection of investment advisers and investment sub-advisers.
  • Coordinated national response to Hurricanes Katrina and Rita, including, but not limited to, the impact on necessary operational procedures. 

Publications & Speaking Engagements

  • Co-author – "Volcker Rule Restricts Banks' Activities with Hedge Funds and Private Funds," Securities and Corporate Governance Alert, December 18, 2013
  • Presenter – "How Not to Be the One Who Turns Out the Lights if the Ship is Sinking: Helping Protect Yourself and the Company You Serve," panel presentation of the National Association of Corporate Directors (NACD), Atlanta Chapter, June 19, 2013
  • Co-author – "The JOBS Act: Impact On Investment Funds," HFM Week, August 1, 2012
  • Author – "Report of the President's Working Group on Financial Markets: Money Market Reform Options," Investment Management Update, October 2010
  • Author – "SEC Proposes Rule Defining 'Family Office' Exclusion Under Investment Advisers Act," Investment Management Update, October 2010
  • Author – "Sweeping Financial Reform Legislation Enacted," Securities and Futures Regulation Update, July 2010
  • Author – "SEC Anti-Pay to Play Rule - Newly Adopted Rule 206(4)-(5) Under the Investment Advisers Act of 1940," Securities and Futures Regulation Update, July 2010
  • Author – "Recent Amendments to Rule 206(4)-2 Under the Investment Advisers Act of 1940," Securities and Futures Regulation Update, January 2010
  • Author – "Blue Sky Securities Registration Process," Blue Sky Laws 1994, Philadelphia Institute Practice Course Handbook)
  • Author – "The Uniform Limited Offering Exemption," Blue Sky Laws 1994, Philadelphia Institute Practice Course Handbook

Professional Honors & Activities

  • Washington, D.C., Pennsylvania and American Bar Associations
  • Named as one of Georgia's Legal Elite in Corporate Law, by Georgia Trend Magazine (2013)


  • Washington, D.C., 1998
  • Pennsylvania, 1995
  • Georgia (Pending) 


  • Howard University School of Law, J.D., 1995
    • Merit Scholar
    • Editor – Howard Law Journal, 1994 – 1995
  • Howard University, B.B.A., 1991