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Basics of Mutual Funds and Other Registered Investment Companies 2015

Author(s): Clifford E. Kirsch, Laurin Blumenthal Kleiman
Practice Area: Corporate & Securities
Published: May 2015
PLI Item #: 58602
CHB Spine #: B2169

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.


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

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.


  • 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).


  • 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


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