Skip to main content

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

JIM MUNSELL is a partner in Sidley’s New York office. He counsels investment advisers and investment funds in connection with a broad range of corporate, securities, derivatives and regulatory matters. Jim’s clients range from small, closely held start-up investment management businesses to the investment management divisions of global financial institutions. He 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 innovative exchange-traded funds (ETFs). 

Jim is part of Sidley’s Investment Funds, Advisers and Derivatives practice 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 for mutual/registered funds and private equity funds. He is also a winner of an ETF Award, which highlights the outstanding performance and results achieved by corporate leaders. 

Jim is a member of the New York City Bar Association and served on the Committee on Futures and Derivatives Regulation from 2009–2012 and as the chairman of the CPO/CTA Subcommittee from 2010–2012. Additionally in the New York City Bar Association, Jim served as a member of the Committee on Investment Management Regulation from 2012–2015.

Jim received his J.D. from Fordham University, and his B.A. from Lawrence University.


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.


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).


Andrew (Buddy) Donohue is the Chief of Staff at the U.S. Securities and Exchange Commission. Prior to returning to the SEC last year, 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 some 40 years and also has experience in broker-dealer, commodities, and general securities law matters. Prior to joining GSAM, 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.


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 (now Eversheds 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

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

Eversheds 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.

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

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

Eversheds 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


Edward Baer is counsel in Ropes & Gray’s investment management practice in San Francisco. His practice focuses on advising exchange-traded funds (ETFs), open- and closed-end investment companies, and their independent directors/trustees. He has deep experience in operational, governance, compliance, regulatory and business issues related to ETFs and other investment companies and asset managers.

Prior to joining Ropes & Gray in 2016, Ed was managing director and senior counsel for the world’s largest asset manager, and also served as chief legal officer for the world’s largest ETF complex. In that role, he oversaw the full range of legal and compliance matters for over 300 ETFs, including index and active 1940 Act ETFs and non-1940 Act physical metals and futures-based commodities ETFs, with assets under management of approximately $800 billion. Ed and his team were responsible for all legal aspects of the operation of the ETF complex, including:

  • registration of ETFs under the 1933 Act and 1940 Act;
  • fund governance and board matters;
  • ·new ETF product development, including novel products such as a 1940 Act-registered commodity index ETF, a frontier markets ETF, currency and interest rate hedged ETFs and “smart beta” ETFs;
  • ETF exemptive relief and exchange listing and trading relief;
  • ETF creation and redemption activities; and
  • ETF distribution, marketing and index licensing.

Ed also advised on acquisitions and other strategic business matters, global valuation issues, and regulatory affairs, as well as on numerous other legal and compliance matters.

Prior to his in-house role, he held positions at two large law firms where he focused his practice on counseling clients on issues arising under the 1940 Act and advising mutual funds on organization, registration, operations, governance and regulatory matters.

Education

  • JD, 1994, Rutgers School of Law at Newark
  • BA, 1990, New York University

Bar Admissions

  • California, 2017
  • District of Columbia, 1996
  • New York, 1995


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 and Chief Counsel for the AIG Consumer Distribution organization supporting the domestic retail distribution of Life & Retirement products.  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 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., where he served as Managing Associate Justice of the Moot Court Board and today serves on the Board of Advisors.


LAURIE KLEIMAN is a global co-leader of Sidley’s Investment Funds, Advisers and Derivatives practice team. She represents a wide range of domestic and international investment funds and managers and is also 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.

Strong advocacy on behalf of her clients has earned Laurie acknowledgment in numerous industry publications, including Chambers USA, The Legal 500 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 also been included in articles in mainstream publications as New York Magazine, CNN Money and Crain’s New York Business.

Sidley’s investment management team has won numerous top awards as a provider of legal services to the investment 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, Mutual Funds Law and Derivatives and Futures Law; and ranked in the top band for Hedge Funds and as leading firm for Registered Funds by Chambers USA every year since 2008.

Laurie is an active proponent of advancement of women in the legal profession. She is firmwide co-chair of Sidley’s Committee on Retention and Promotion of Women, which supports the promotion of women within the firm and oversees the SidleyWomen initiative, and is chair of Sidley’s Executive Committee Task Force. She is a frequent speaker on women’s issues, is a member of the advisory board of the Women in Law Empowerment Forum and was recently named “2016 Gender Diversity Lawyer of the Year” by Chambers. Laurie is also a member of the firm’s risk management committee.

Pro Bono

Laurie’s supervision of pro bono projects has included representation of individuals seeking asylum in the United States and various not-for-profit and religious organizations.

Memberships & Activities

Laurie is a member of the Steering Committee of the Managed Funds Association’s Outside Counsel Forum, a board member of the Women in Law Empowerment Forum and former Chair of WILEF’s Young Lawyers Committee. Laurie’s other memberships include: the American Bar Association; Association of the Bar of the City of New York (former member of the ABCNY’s Committee on Investment Management Regulation); New York State Bar Association; New York Women’s Bar Association; National Association of Women Lawyers; 100 Women in Hedge Funds and Jewish Lawyers Guild.

Publications

  • Laurin Blumenthal Kleiman and Carla G. Teodoro, “Forming, Organizing and Operating a Mutual Fund; Legal and Practical Considerations,” Understanding Financial Products 2017, Practising Law Institute (2017).
  • Laurin Blumenthal Kleiman and Joyce Larson, “Unit Investment Trusts,” Financial Product Fundamentals:  Law Business and Compliance (2d Edition), Practising Law Institute (2016).
  • James B. Biery, Nathan A. Howell, William D. Kerr, Thomas J. Kim, Laurin Blumenthal Kleiman and Michael J. Schmidtberger, “CFTC Paves Way For Broader Advertising Of Private Funds,” Law360 (2014).
  • Laurin Blumenthal Kleiman, “Addressing Conflicts of Interest and Disclosures,” 2014 Investment Adviser Compliance Conference, Investment Adviser Association (2014).
  • Laurin Blumenthal Kleiman and Carol J. Whitesides, “Distributing Mutual Funds Through Intermediaries; Practical Considerations Concerning Distribution Through Broker-Dealers, Fund Supermarkets and Retirement Plans,” Mutual Fund Regulation (3d ed.), Practising Law Institute (2014).

Events

  • Panelist, “Mutual Funds, Closed-End Funds, BDCs and ETFs,”  “Understanding Financial Products 2017” Practising Law Institute (New York, January 2017).
  • Panelist, Sidley Austin LLP/ACA Compliance Group New York City Compliance Officer Roundtable Series (New York, November 2016).
  • Panelist, Sidley Austin LLP Boston Compliance Officer Roundtable Series (Boston, October 2016).
  • Panelist, “Anatomy of an SEC Exam,” ACA Compliance Group Fall 2016 Compliance Conference (Marina del Rey, October 2016).
  • Speaker, “Recent Developments in Investment Adviser Regulatory Examinations,” Adviser Compliance Associates’ Regulatory Horizon Forum (New York, October 2016). 
  • Panelist, “Investment Funds and Advisers,” Sidley Austin LLP Corporate College 2016 (New York, September 2016).
  • Speaker, “MFA General Counsel Forum,” Managed Funds Association (New York, June 2016).
  • Panelist, “Trade Allocation, Portfolio Rebalancing, and Compliance Challenges,” ACA Compliance Group Spring 2016 Compliance Conference (Boca Raton, May 2016). 
  • Co-chair, “Basics of Mutual Funds and Other Registered Investment Companies 2016,”Practising Law Institute (New York, April 2016). 
  • Panelist, “Regulatory Landscape Update: Top Three Current Compliance and Regulatory Issues for Buy-Side Firms” and “MNPI/Compliance,” Credit Suisse 2016 Prime Services Leadership Conference (Orlando, March 2016). 
  • Panelist, “Global Hedge Fund Regulatory Update” and “Global Hedge Fund Regulation & Complex Compliance,” Bank of America Merrill Lynch – COO/CFO Hedge Fund Symposium (Deer Valley, March 2016).
  • Panelist, “Cybersecurity and Data Privacy: Addressing Increasing Risks and Heightened Regulatory Requirements,” Sidley Austin LLP New York City Compliance Roundtable Anti-Money Laundering and Cybersecurity/Data Privacy (New York, February 2016). 
  • Panelist, Sidley Austin LLP Boston Compliance Officer Roundtable Series (Boston, November 2015).
  • Panelist, “Current SEC Examination Priorities,” ACA Compliance Group Fall 2015 Compliance Conference (Scottsdale, October 2015).
  • Speaker, “The Art of Pitching Business: Do’s and Don’t When Pitching for New Business,” Women in Law Empowerment Forum (New York, October 2015). 
  • Panelist, “Regulatory and Compliance Hot Topics for Private Fund Managers,” Sidley Austin LLP Private Funds 2015: Developments and Opportunities (New York, September 2015).
  • Panelist, “Developing a Contingency and Disaster Recovery Plan,” ACA Compliance Group Spring 2015 Compliance Conference (Miami, April 2015). 
  • Panelist, “Effective Annual Compliance Reviews,” Goldman Sachs Twelfth Annual Hedge Fund Seminar (New York, November 2014).
  • Panelist, Investment Adviser Association Fall Compliance Workshop (New York, October 2014).
  • Panelist, “Managing ’40 Act Funds,” ACA Compliance Group/ACA Insight Fall 2014 Compliance Conference (San Diego, October 2014).
  • Co-chair, “Cybersecurity for Investment Managers,” Sidley Austin LLP/ACA Compliance Group New York City Compliance Officer Roundtable (New York, October 2014).
  • Panelist, “Regulatory and Enforcement Hot Topics for Private Fund Managers,” Sidley Austin LLP Private Funds 2014: Developments and Opportunities (New York, September 2014).
  • Panelist, “The Ask,” Best Law Firms for Women Career Accelerator Summit (Chicago, September 2014).
  • Panelist, “Managing An Effective Compliance Program” and “Challenges and Considerations for Liquid Alternatives,” Goldman Sachs Seventeenth Annual Hedge Fund Conference (Las Vegas, May 2014).
  • Panelist, “Private & Alternative Investment Funds 2014: A Global Perspective,” Sidley Austin LLP Program (London, May 2014).
  • Panelist, “Addressing Conflicts of Interest and Disclosures,” Investment Adviser Association Adviser Compliance Conference (Washington, D.C., March 2014).
  • Panelist, “Analyze This: The Impact of Technology and Analytics on Your Regulatory Reporting” and “The Pop Quiz You Can Study For: How to Prepare For and Lessons Learned From SEC Exams,” Credit Suisse 2014 Prime Services Thought Leadership Conference (Boca Raton, March 2014).
  • Panelist, “Institutional Investors,” ACA Compliance Group Spring 2014 Compliance Conference (Orlando, March 2014).
  • Panelist, “Fund Formation Trends and Operating in the Global Regulatory Environment,” Sidley Austin LLP programs (Hong Kong and Singapore, February 2014).

Admissions & Certifications

  • U.S. District Court, S.D. of New York
  • New York

Education

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


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.


Corporate Transactions & Securities
Investment Management

Overview

Bibb is a partner in the Corporate Transactions & Securities practice group. He focuses on exchange-traded funds (ETFs), closed-end funds, mutual funds and investment advisers. Bibb provides advice on regulatory, compliance, entity formation, auditor independence, corporate governance and other issues related to the operation of the aforementioned businesses. He has experience with unique fund structures including funds with alternative investment strategies, faith-based restrictions and multi-tier levels.

Bibb began his career as a staff attorney in the Division of Investment Management of the U.S. Securities and Exchange Commission, where he was principally responsible for granting exemptive orders and responding to no-action and interpretive requests under the Investment Company Act of 1940 and Investment Advisers Act of 1940. He has argued 1940 Act issues in federal and state courts, including the landmark mutual fund independent director case, Yacktman v. Carson, et al, and participated in the development of the Uniform Statutory Trust Entity Act.

Experience

  • Advising ETFs, mutual funds, closed-end funds and investment advisers on securities, foreign regulatory, compliance, SOX, privacy, cybersecurity and corporate governance issues
  • Drafting and filing Form N-1As, board materials, proxy statements, exemptive applications, anti-money laundering and other compliance procedures, Form ADVs and hedge fund documents
  • Establishing and structuring wrap fee programs including all contractual, disclosure and compliance documents
  • Negotiating advisory, distribution, loan, ISDA and other contracts
  • Reviewing fund and adviser marketing materials and social media
  • Developing and structuring investment funds and products including mutual funds, ETFs, listed and unlisted closed-end funds, and multi-manager and master-feeder funds
  • Representing fund boards of directors
  • Advising adviser and fund chief compliance officers on structuring compliance programs, drafting compliance procedures and preparing annual compliance reports
  • Guiding operating companies confronting inadvertent investment company issues
  • Advising one of the nation's largest financial institutions on auditor independence issues


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.