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Basics of Mutual Funds and Other Registered Investment Companies 2013


Speaker(s): Andrew J. Donohue, Bibb L. Strench, Clifford E. Kirsch, Edward Baer, George O. Martinez, Gregory N. Bressler, James C. Munsell, Laurin Blumenthal Kleiman, Lori A. Martin, Martin E. Lybecker, Mary Joan Hoene, Nicholas Prokos, Penelope W. Saltzman, Robert C. Grohowski, Ronald A. Holinsky
Recorded on: Apr. 24, 2013
PLI Program #: 41444

Lori A. Martin is partner in the Securities and Litigation/Controversy departments of WilmerHale, where she is resident in the New York office. She handles regulatory proceedings and litigation on behalf of investment advisers, open and closed-end investment companies, hedge funds, and broker dealers offering investment advisory services. She was selected as the “Mutual Funds Law Lawyer of the Year” in the New York area by The Best Lawyers in America® 2014. Prior to joining WilmerHale, she was First Vice President and Assistant General Counsel of Merrill Lynch Investment Managers.

Her publications include: “Litigation Under the Investment Company Act of 1940,” Vol. 2, Chapter 26 Mutual Fund Regulation (Practicing Law Institute, 2011) (Clifford E. Kirsch, ed.); “Supreme Court Endorses Gartenberg, But It's Not the Same Old Standard,” WilmerHale Client Alert (April 5, 2010) (with Matthew A. Chambers); “Enforcement Trends and Themes,” Investment Management Institute (Practicing Law Institute, 2007-2012); “State Regulators and the Mutual Fund Industry,” 39 The Review o/Securities & Commodities Regulation 219 (Nov. 15, 2006) (with Cristina Alger); and “Emails and the Recordkeeping Obligations of Investment Advisers,” 12 The Investment Lawyer 16 (February 2005).

Ms. Martin's recent speeches include: “Regulatory and Enforcement Trends and Developments Affecting Investment Advisers, Investment Companies and Private Funds,” panel presentation at the American Bar Association Business Law Section Fall Meeting (Washington, DC) (November 22, 2013); “Valuation Issues, SEC Examinations & Enforcement Actions,” panel presentation on a webinar co-sponsored by Deloitte & WilmerHale (June 19, 2013); “SEC Focus on Private Fund Advisers,” panel presentation at the Global Capital Markets & the U.S. Securities Laws 2013 conference, sponsored by the Practicing Law Institute (New York, New York) (June 5, 2013); “Current Legal and Ethical Issues for Counsel in Investment Management Regulation," panel presentation for the Association of the Bar of the City of New York (New York, New York) (May 14, 2013); “Excessive Fee Litigation,” panel presentation at the Basics of Mutual Funds and Other Investment Companies 2013 conference, sponsored by the Practicing Law Institute (New York, New York) (April 24, 2013); “The US Litigation and Enforcement Environment and its Effect on Cayman Directors,” presentation for the Alternative Investment Management Association (Grand Cayman, Cayman Islands) (April 18, 2013); “Current Topics in Valuation,” panel presentation at the Mutual Fund Directors Forum 2013 Policy Conference (Washington, DC) (April 10, 2013); and “Litigation,” panel presentation at the Investment Management Institute 2013 program, sponsored by the Practicing Law Institute (New York, New York) (March 8, 2013).

Ms. Martin graduated with honors from the University of Chicago School of Law in 1988, where she was a member of the University of Chicago Law Review. She graduated with honors from Wellesley College in 1985.

Contact Ms. Martin: +1 212 295 6412 or lori.martin@wilmerhale.com.


Mr. Lybecker is a partner in Perkins Coie LLP, resident in the Washington, <st2:confidentialinformationexposure w:st="on">D.C. office.  Mr. Lybecker received his B.B.A. (in Accounting) and J.D. degrees from the University of Washington in 1967 and 1970, respectively; Mr. Lybecker also received an LL.M. (in Taxation) degree from New York University in 1971, and an LL.M. degree from the University of Pennsylvania in 1973 where he was a Graduate Fellow of the Center for the Study of Financial Institutions and the Securities Markets. 

Mr. Lybecker served as Associate Director of the SEC’s Division of Investment Management from 1978 to 1981; previously, he had been an Attorney, Office of Chief Counsel, in that same Division (1972-1975).  From 1974 to 1980, Mr. Lybecker was a law teacher at Georgetown University, State University of New York at Buffalo, Duke University, and the University of North Carolina, and from 2000-2015 served as a Senior Lecturing Fellow in Law at Duke University.  He is presently Adjunct Professor of Law at Georgetown University Law Center.

Mr. Lybecker has been Chair (2012-2013), Chair-Elect (2011-2012), Vice Chair (2010-2011), and Secretary of the Section of  Business Law (2009-2010), has been a member of the Council of the Section (2005-2009), has been Chairman of the Committee on Banking Law (2002-2005), has been Chairman of the Committee on Developments in Investment Services (1994-2002), and is a member of the Committee on the Federal Regulation of Securities of the Section of Business Law of the American Bar Association.  Mr. Lybecker has been a member of the American Bar Association’s Standing Committee on Government Affairs (2007-2010), a member of the ABA Presidential Task Force on the Gatekeeper Regulation and the Profession (2001-2012), and a member of the ABA Presidential Task Force on Financial Markets Regulatory Reform (2008-2012).  Mr. Lybecker is a member of the American Law Institute, a member of the Editorial Board of The Investment Lawyer, and Co-Chair of the Investment Management Committee and a member of the Advisory Council of the SEC Historical Society.

Mr. Lybecker was profiled in Chambers USA: America’s Leading Lawyers for Business, Investment Management, 2005, 2006, 2007, 2008 editions, and selected by his peers for inclusion in The Best Lawyers in America 2005-2006 (Corporate, M&A, and Securities Law), 2007, 2008, 2009, 2010, 2011 (Mutual Fund Law, Banking Law), 2012, 2013, 2014, 2015 (Financial Services Regulation Law, Mutual Funds Law, Securities/Capital Markets Law), and 2016 (Financial Services Regulation Law, Mutual Funds Law, Securities/Capital Markets Law, Securities Regulation).


Bibb Strench is a Counsel in the Washington, D.C. office of Seward & Kissel LLP.  Mr. Strench’s practice focuses on exchange-traded funds, alternative registered funds, mutual funds and investment advisers.  He provides advice on regulatory, compliance, entity formation, auditor independence, corporate governance and other issues related to the operation of the aforementioned businesses.  Mr. Strench frequently speaks and writes on issues surrounding investment management and securities regulation.

During his career, Mr. Strench has played a role in a number of significant legal developments impacting the investment management industry.  He helped form the first Shariah-compliant exchange-traded fund, he assisted NCCUSL with the development of the model statutory trust entity act, he was recognized as a contributor to Investment Company Institute’s Report of the Advisory Group on Best Practices of Fund Directors and he argued Investment Company Act of 1940 issues in federal and state courts in the landmark mutual fund independent director case (Yacktman v. Carson, et al.).

Mr. Strench began his career as a staff attorney in the Division of Investment Management of the U.S. Securities and Exchange Commission.  Mr. Strench received his J.D. from University of Virginia School of Law and B.A. from Vanderbilt University, 1984.


Cliff Kirsch began his career at the U.S. Securities and Exchange Commission (SEC), became chief legal officer for one of the country’s largest dually- registered broker-dealer/advisers and then joined Sutherland in 2006. He relies on his regulatory and in- house background and an up-to-date knowledge of regulatory developments to provide practical and innovative counsel to broker-dealers and investment advisers in the areas of securities regulation and compliance.

With more than 25 years of experience, Cliff regularly counsels clients on the design and distribution of investment products including wrap-fee programs and other advisory products, mutual funds, bank collective investment funds and insurance products. He also focuses on issues related to the design and implementation of compliance programs at financial services firms.

While at the SEC, Cliff received the Manuel F. Cohen Award, which recognizes younger lawyers who have displayed outstanding legal ability, integrity and judgment and he served as assistant director of the SEC's Division of Investment Management.

Cliff is a frequent speaker at industry conferences, and is the author and editor of two of the leading treatises in the broker-dealer and adviser arena: Broker-Dealer Regulation and Investment Adviser Regulation (published by the Practising Law Institute).

Cliff is also co-founder of the Julia Anne Kirsch Foundation, which seeks to serve the needs of disabled individuals and their families.

Experience

Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.

Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Sutherland serves as outside counsel on broker-dealer and adviser regulatory issues for  one of the largest independent broker-dealer networks in the country.

Sutherland serves as regular primary outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.

Sutherland represents coalition of collective trust fund sponsors, advisers and other service providers.

Sutherland serves as counsel to the Coalition of Collective Trust Funds. Among other things, Sutherland monitors and reports on legal and regulatory matters affecting collective trust funds.

Professional Activities

Member, New York City Bar Association

Faculty, FINRA Compliance Institute at The Wharton School of the University of Pennsylvania

Former Chair, FINRA Variable Products Committee

Former Board Member, National Society of Compliance Professionals

Related Practices / Industries

  • Financial Services
  • Broker-Dealer
  • Insurance
  • Insurance Products
  • Investment Adviser
  • Mutual Funds
  • Capital Markets & Investments
  • Retirement Products & Services

Bar Admissions

  • District of Columbia
  • New Jersey
  • New York


Edward B. Baer, Managing Director and Senior Counsel in the Legal & Compliance Group at BlackRock, is Vice President and Chief Legal Officer for U.S. iShares.  He is the head of BlackRock’s U.S. iShares Legal Team, which has responsibility for over 300 exchange traded funds, including funds registered under the Investment Company Act of 1940 and funds registered under the Securities Act of 1933.  He is also responsible for providing Legal support to BlackRock's Global Valuation Committees.

Prior to joining BlackRock in 2004, Mr. Baer was an associate at the law firm of Willkie Farr & Gallagher in New York, with a focus on registered investment companies and hedge funds. Before joining Willkie, he was an associate at the law firm of Morgan, Lewis & Bockius with specialization in investment companies.

Mr. Baer earned a B.A. from New York University, and a J.D. from Rutgers Law School - Newark.


George Martinez is a Global Relationship Manager at BNP Paribas Securities Services, where he has responsibility for managing the relationships of the group’s top-tier US asset manager clientele.

George has been in the financial services industry for over 25 years, having commenced his career at the SEC’s Division of Investment Management as a Senior Attorney.  Prior to joining BNP Paribas in 2013, George was with JP Morgan as a member of its relationship management team covering asset managers.  Prior to transferring to relationship management at JPMorgan, he was head of Fund Administration Operations for JPMorgan where he was responsible for providing financial reporting, compliance, treasury and legal services to clients’ mutual funds and hedge funds. Previously, he headed up fund administration operations for Citigroup and State Street Corporation and was the National Director of Arthur Andersen’s Investment Management Regulatory Practice.  In addition, George launched the industry’s first online mutual fund Board portal, fundwatchdog.com, in 2001 as well as serving as an Associate General Counsel at Alliance Capital (now AllianceBernstein) after leaving the SEC.

George has a JD from Boston University School of Law and an LLM in Securities Regulation from

Georgetown University Law Center. He previously served as Co-Chair of the Legal and Regulatory

Committee of the National Investment Company Services Association and is a member of the

Association of SEC Alumni and the New York Bar. He is a frequent speaker at conferences on issues impacting the investment management industry.


Gregory N. Bressler serves as General Counsel of SunAmerica Asset Management, LLC.  Before joining SunAmerica in 2005, Mr. Bressler served as Director of U.S. Asset Management Compliance for Goldman Sachs Asset Management, L.P. and Deputy General Counsel for Credit Suisse Asset Management, LLC.  He began his legal career with Werner & Kennedy before joining Swidler Berlin Shereff Friedman, LLP.

Mr. Bressler has spoken at conferences in the financial services areas, including topics relating to private funds, registered investment companies, investment advisers and broker-dealers.  He has also written several articles concerning these topics, including articles published in The Investment Lawyer and The Review of Securities & Commodities Regulation.

Mr. Bressler is a graduate of State University of New York at Binghamton, B.S., magna cum laude, and Vanderbilt University School of Law, J.D.


JIM MUNSELL is a partner in Sidley’s Investment Funds, Advisers and Derivatives practice group in the New York office. Jim counsels investment advisers and investment funds in connection with a broad range of corporate, securities, derivatives and regulatory matters.  His  clients range from small, closely-held start-up investment management businesses to the investment management divisions of global financial institutions.

Jim’s principal areas of practice include: pooled investment product design and development; private investment funds; public and private commodity pools; public and private closed-end registered investment companies; funds of funds; private equity and hedge fund feeder funds and feeder fund platforms; special purpose or single investment funds; fund restructurings and workouts; seed capital transactions; secondary market transactions in interests in private investment funds; regulation of investment advisers, commodity trading advisors, investment companies and commodity pools; spin-outs and lift outs; compensation plans; organization and re-organization of closely-held investment management businesses; mergers and acquisitions of investment management businesses; and joint ventures between investment management businesses.

Jim was involved in the successful development and launch of the first commodity pool to be listed on a securities exchange in the United States and continues to work on innovated commodity ETFs.

Jim received his JD from Fordham University School of Law in 1996 and his BA from Lawrence University in 1991. He is admitted in New York.

Jim is part of the Investment Funds team that has won numerous top awards as a provider of legal services to the private funds industry: two-time winner of Chambers and Partners’ “Investment Funds Team of the Year for the U.S.”; Institutional Investor’s Alpha magazine’s 2014 Alpha Awards top “onshore” (U.S.) law firm serving the hedge fund industry; four-time recipient of first-tier national rankings in the U.S. News – Best Lawyers “Best Law Firms” rankings for Private Funds/Hedge Funds Law, and Derivatives and Futures Law; and ranked in the top band for Hedge Funds by Chambers USA every year since 2008. Additionally, Jim is recognized in the 2013–2015 editions of The International Who’s Who of Private Funds and is recommended in The Legal 500.


Nick Prokos joined ACA in 2002 to enhance the firm's investment company, hedge fund and anti-money laundering compliance consulting services. As a Partner of ACA, Nick leads the firm's Investment Company Services division and performs a variety of independent regulatory compliance engagements and risk control reviews with many mutual fund complexes, insurance companies and fund service providers including transfer agents and mutual fund distributors.

Nick brings to ACA's clients his regulatory experience from the U.S. Securities and Exchange Commission and as an industry consultant with one of the "big 4" accounting firms. Nick began his compliance career with nearly four years as an Examiner and Staff Accountant at the SEC's New York Regional Office. While working at the SEC, Nick was primarily involved with the examination of investment companies, variable insurance products, transfer agents and business development companies. Prior to joining ACA, Nick was a consultant for the investment management regulatory compliance practice at a "Big 4" public accounting firm in New York where he was on a variety of engagements in the areas of compliance and risk management consulting for the investment management, banking and insurance industry.

Nick represents ACA through his continuous public speaking at industry conferences on mutual fund and anti-money laundering topics, and is sought after by investment management media publications for his commentary and insight of regulatory matters.

Nick graduated from St. John's University, New York, with a B.S. in Finance and where he subsequently received his MBA.


Andrew (Buddy) is Chief of Staff at the U.S. Securities and Exchange Commission.

Prior to returning to the SEC, he was deputy general counsel of Goldman Sachs Asset Management (GSAM) and general counsel of GSAM’s Investment Companies area in the Legal Department. He joined Goldman Sachs as a managing director in November 2012.

Buddy has been associated with the investment management industry for more than 35 years and also has experience in broker-dealer, commodities, and general securities law matters. Prior to joining the firm, Buddy was a partner in Morgan Lewis’s Investment Management Practice Group. From 2006 to 2010, he was the director of the Division of Investment Management at the US Securities and Exchange Commission (SEC), where he was responsible for developing regulatory policy and administering the federal securities laws applicable to mutual funds, ETFs, closed- end funds, variable insurance products, UITs, and investment advisers. Before joining the SEC, Buddy served as global general counsel for Merrill Lynch Investment Managers and as executive vice president, general counsel, director, and member of the Executive Committee of OppenheimerFunds, Inc.

Buddy earned a BA, cum laude, with high honors in Economics, from Hofstra University in 1972 and a JD from New York University School of Law in 1975. He is admitted to practice in New York and New Jersey and has held various securities and commodities licenses.


Ms. Hoene is a recognized securities and investment management attorney with diverse experience in the financial services industry, and particular expertise with the Investment Company and Investment Advisers Acts of 1940. She works with fund sponsors, investment advisers, broker-dealers, commodity trading advisors, ETFs, registered and private funds, banks, insurance companies and the independent directors of investment companies.

She has held senior positions with several financial service institutions, including acting as Independent Fund Chief Compliance Officer at Bank of America, where she was responsible for establishing and defining the fund compliance program for mutual fund families aggregating more than $200 billion in assets, following the bank’s merger with FleetBoston Financial Corp.

Ms. Hoene also served as the first Deputy Director of the Securities and Exchange Commission’s Division of Investment Management, managing the disclosure, chief counsel, investment adviser and EDGAR pilot programs, and coordinating policy positions in legislative, self-regulatory and state matters, inspection and enforcement, and overall Division policy.

Practice Areas

Securities
Corporate
Financial Institutions Regulatory and Enforcement

Education

  • B.A., 1970 Seattle University (English)
  • J.D., 1975 University of Notre Dame School of Law


Bob Grohowski is a Senior Counsel with the Investment Company Institute, with primary responsibility for a wide range of issues arising under the Investment Company Act of 1940 and the Investment Advisers Act of 1940. He has been the Institute’s lead attorney on a number of key issues, including the SEC’s 2010 proposal to reform Rule 12b-1 and its 2011 concept release on funds’ use of derivatives. He was also the primary author of several Institute papers on fund pricing and valuation.

Bob has been with the Institute since January 1998. He began as a staff attorney in international affairs, and was named Senior Counsel of that group in July 2005. During that time, Bob also served as the Institute’s lead attorney on anti-money laundering compliance issues, and in 2004 was named to the Bank Secrecy Act Advisory Group (BSAAG), a government/industry task force established by Congress in 1994 for the purpose of giving the US Treasury Department advice on strengthening anti-money laundering programs and simplifying currency reporting forms.

Bob was in private law practice before joining the Institute in 1998, first with Kilpatrick & Cody (now called Kilpatrick Townsend) in Atlanta and then with Sutherland, Asbill & Brennan in Washington, D.C.

Bob received a BA in Foreign Affairs from the University of Virginia. He also received his law degree from the University of Virginia, where he was a member of the editorial board for the Virginia Journal of International Law.


Penelope Saltzman is a Senior Special Counsel in the Office of Chief Counsel in the Division of Investment Management at the Securities and Exchange Commission. Ms. Saltzman joined the Commission in 1995 as Special Counsel in the Office of the General Counsel, and also served as counsel to Commissioner Norman S. Johnson.  Most recently she served as an Assistant Director in IM's Office of Regulatory Policy. Before joining the Commission, Ms. Saltzman was with the law firm of Wilmer, Cutler & Pickering in Washington, DC, and prior to that she served as a clerk for the Honorable Monroe G. McKay, Tenth Circuit Court of Appeals. Ms. Saltzman is a graduate of Rice University and the University of Utah College of Law.


Ron Holinsky serves as Vice President, Chief Compliance Officer & Assistant General Counsel for Lincoln Financial Group, having joined Lincoln Financial in September 2013. In that role, he serves as the enterprise chief compliance and ethics officer for Lincoln Financial.  Prior to that, he served as Vice President & Deputy General Counsel for Janney Montgomery Scott LLC, as well as Chief Legal Officer for its investment adviser subsidiary, Janney Capital Management LLC.  Prior to Janney, he served as Associate General Counsel for Legg Mason, senior associate for K&L Gates and senior counsel for the SEC’s Division of Investment Management and Office of Compliance Inspections and Examinations. He is a graduate of West Virginia University’s business school and University of Baltimore School of Law, evening division. Mr. Holinsky has nearly 20 years of regulatory legal and compliance experience and leadership in the securities and financial services industries.


PRACTICES

  • Investment Funds, Advisers and Derivatives
  • Securities & Derivatives Enforcement and Regulatory

AREAS OF FOCUS

  • Fund of Funds
  • Hedge Funds
  • Investment Advisers
  • Investment Advisers and Mutual Funds
  • Private Real Estate Funds
  • Registered Funds

INDUSTRIES

  • Financial Services Industry
  • Investment Funds Industry

ADMISSIONS & CERTIFICATIONS

  • New York, 1985

EDUCATION

  • Vanderbilt University Law School (J.D., 1983, Editor, Vanderbilt Law Review)
  • Vanderbilt University (B.A., 1980)

LAURIE KLEIMAN is a global co-leader of Sidley’s Investment Funds, Advisers and Derivatives practice. She represents a wide range of domestic and international investment funds and managers and is a leader of the securities and derivatives enforcement and regulatory practice. Laurie is a frequent speaker on investment manager and fund regulation and compliance as well as on issues relating to the advancement of women in law.

Laurie’s practice encompasses:

  • Advice to both U.S. and non-U.S. managers to investment products of all types – including hedge funds, mutual funds, private equity funds, real estate funds, collateral managers and managed accounts – with respect to both U.S. federal and state investment manager registration, regulation and compliance.
  • Organization and registration of U.S. registered investment companies, including mutual funds, money market funds and closed-end funds.
  • Advice to financial institutions with respect to investment fund and manager compliance and governance issues and fund and manager mergers, acquisitions and reorganizations.
  • Assistance to investment managers in connection with SEC examinations.

Laurie has earned acknowledgment in Chambers USA and U.S. News & World Report. She is recognized in the area of Mutual Funds Law by The Best Lawyers in America, with sources telling the publication: “Ms. Kleiman has been extremely professional and knowledgeable in her service to our firm. We trust her advice explicitly,” and “[Laurie] is a true expert in her area, and remarkably commercial and practical.” Laurie has been included in mainstream publications as New York Magazine, CNN Money and Crain’s New York Business.