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Securities Products of Insurance Companies in the Course of Regulatory Reform 2015


Speaker(s): Abigail B. Pancoast, Carl B. Wilkerson, Chris Nixon, David A. Kotler, James R. Mumford, James S. Wrona, Jeffrey S. Puretz, Joan E. Boros, Joan O Swirsky, Ralph Spaulding, Stephen E. Roth, Sun-Jin Moon, Tamiko Toland, Will Davis, William J. Kotapish
Recorded on: Jan. 21, 2015
PLI Program #: 58733

David A. Kotler advises and represents clients in a wide range of complex corporate and commercial litigation matters involving the financial markets, with a particular focus on investment advisers, hedge funds, and other financial services firms both within and outside the mutual fund industry. Mr. Kotler also frequently counsels boards and senior management on a variety of litigation-related matters.

Described as “very smart” and "well regarded among the Bar," Mr. Kotler was recommended by Chambers USA, a referral guide to leading lawyers in the United States based on the opinions of their peers and clients for his commercial litigation practice in 2013 and 2014. The Legal 500 US 2014 noted his securities and shareholder litigation practice. He has also been recognized as a promising professional in the New Jersey legal community by the New Jersey Law Journal's "40 under 40" in 2008.

Mr. Kotler is also co-author of Mutual Fund Litigation and Insurance Guide (LexisNexis, 2013), a comprehensive book that examines the legal risks faced by the mutual fund industry, the legal bases for potential liability of mutual fund industry participants, the key precedents from important regulatory enforcement actions and civil litigation against the industry, and the critical insurance products and approaches that are available to mitigate these risks.

Significant Financial Services and Mutual Fund-Related Representations
- Representing Harbor International Fund in Section 36(b) “manager of managers” litigation.

- Representing Oppenheimer Funds and Oppenheimer Acquisition Corp. in more than a dozen class action and individual lawsuits brought in several courts arising out the Madoff Ponzi scheme.

- Representing the investment adviser, distributor and key officers of the Rydex Series Funds in a Section 11 class action brought by investors in an inverse mutual fund.

- Representing Oppenheimer Funds Distributors, Inc. and several related entities/persons in a derivative action brought on behalf of two mutual funds that challenge the 12b-1 payments made to broker-dealers.

- Representing a family of mutual funds for one of the world?s largest money managers in a multi-billion dollar Commodity Exchange Act class action arising out of the alleged manipulation of the U.S. Treasury futures market.

- Representing two mutual funds of one of the largest investment management companies in the U.S. in a precedent-setting Sarbanes-Oxley whistle-blowing matter before an administrative law judge.

- Representing a long-short hedge fund in a state law RICO action alleging an improper short-selling scheme.

Significant M&A Litigation Representations
- Representing Inhibitex, Inc. and its board of directors in expedited shareholder litigation following the announcement of the company?s acquisition by Bristol-Myers Squibb for $2.5 billion.

- Representing One Equity Partners in expedited shareholder litigation following the announcement of the acquisition of ArthroCare Corp. by Smith & Nephew for $1.7 billion.

- Representing Buckeye Technologies, Inc. and its board of directors in expedited shareholder litigation following the announcement of the company?s acquisition by Georgia Pacific for $1.4 billion.

- Representing One Equity Partners in expedited shareholder litigation following the announcement of its acquisition of M*Modal for $1.1 billion.

- Representing One Equity Partners in expedited shareholder litigation following the announcement of its acquisition of APAC Customer Services for $470 million.

- Representing Tufco Corp. and its board of directors in expedited shareholder litigation following the announcement of the company?s acquisition by Griffin Holdings.

- Heilman v. Baldino, Case No. MER-C-12808 (N.J. Ch. Div.). Represented the target company and its board of directors in shareholder litigation brought following a merger.

Significant Securities and Complex Commercial Litigation Representations
- Representing venture capital entrepreneur and investors in a series of federal and state court lawsuits arising out of private equity investment in a technology company.

- Representing international creditors of a Lehman affiliate in a $100 million bankruptcy adversary proceeding.

- Representing the investment arm of a foreign government in bankruptcy litigation in connection with its purchase of real estate assets for $1.5 billion.

- Representing one of New York?s largest commercial real estate developers in a series of complex litigation matters arising out of several transactions for the purchase of skilled nursing facilities.

- Representing Boehringer Ingelheim Pharmaceuticals in an arbitration arising out of a billion-dollar co- promotion agreement.

- Representing Baxter Healthcare Corp. in several arbitration proceedings arising out of joint ventures for the commercialization of biological products.

- The successful resolution of a multi-million dollar lawsuit brought against a publicly traded company arising out of its alleged breach of an asset purchase agreement.

- Representing the former controller of AIG in various direct and derivative securities fraud actions.

- Steiner v. MedQuist, Inc., Civil Action No. 04-5487 (D.N.J.). Represented a former CEO in Section 10(b)/Rule 10b-5 class action.

- In re IPO Securities Litigation, 21 MC 92 (S.D.N.Y.). Represented four issuers in Sec. 11 and Sec.
10(b)/Rule 10b-5 consolidated class action arising out of an IPO allocation process.

- Ball, et al. v. Golf Host Resorts, Inc., Case No. 99-7532-CI-15 (Fla. Cty. Ct.). Represented the issuer of an alleged investment contract.

- Ball v. Starwood Capital Group, L.L.C., et al., Case No. 01-8582-CI-15 (Fla. Cty. Ct.). Represented corporate and individual defendants in a veil piercing action arising out of an alleged breach of investment contract.

- Raintree Resorts International, Inc. v. Starwood Hotels & Resorts Worldwide Inc., et al., No. H-02-3878 (D. Tex.). Represented equity investor Starwood Capital Group and several of its principals (including Barry Sternlicht) in a breach of fiduciary duty/tortious interference action.

- H.I.G. Capital, L.L.C. v. Vestcom International, Inc., et al., Docket No. C-249-02 (N.J. Ch. Div.). Represented the successful bidder for a publicly traded company.

- Olkey v. Hyperion 1999 Term Trust, Inc., 98 F.3d 2 (2d Cir. 1996). Represented the issuer, a closed-end fund, in Section 11 and Section 10(b)/Rule 10b-5 class action.

- Karpus v. Hyperion 1997 Term Trust, Inc., 1996 WL 668860 (S.D.N.Y. 1996). Represented the issuer, a closed-end fund, in Sec. 11 and Sec. 10(b)/Rule 10b-5 class action; motion to dismiss granted.

- The successful resolution of a multi-million dollar tortious interference and breach of fiduciary duty claim arising out of an Internet-based business.

- The successful application of an adult living community to expand its facility in the face of a challenge under an anti-eviction statute (a case of first impression in New Jersey).

- On a pro bono representation, obtaining a substantial federal jury verdict for sexual harassment in favor of a former New York Police Department employee.

Education
Cornell University, B.A., 1990
New York University School of Law, J.D., 1993, Staff Editor of the Annual Survey of American Law

Court Admissions
United States District Court for the District of New Jersey
United States District Court for the Southern District of New York United States District Court for the Eastern District of New York United States Court of Appeals for the Second Circuit
United States Court of Appeals for the Third Circuit United States Court of Appeals for the Federal Circuit Supreme Court of the United States

Bar Admissions/Qualifications
New York New Jersey
Memberships and Professional Activities
Member, International Association of Defense Counsel

Speaking Engagements
- New York Has an Axa to Grind and Plaintiffs Try to Axe Fees — American Council of Life Insurers Compliance & Legal Sections Annual Meeting, Ft. Lauderdale, FL (July 28, 2014)

- Current Developments Affecting the Fund Industry — A Breakfast Briefing Presented by Dechert's Financial Services Group, Orlando, FL (March 18, 2014)

- Clinical Trial Disclosure: Keeping Ahead of the Wave — Presented by Dechert LLP and Hyman, Phelps & McNamara, P.C., Webinar (June 25, 2013)

- 2012 Policy Conference — Mutual Fund Directors Forum, Washington, DC (June 19, 2012)

- Developing Business 2012: Developing Networks and Client Relationships — Practising Law Institute, New York, NY (March 26, 2012)

- Emerging Trends in Merger & Acquisition Disputes — FTI Consulting, Inc., Webinar (October 6, 2011)

- The Matrixx Effect: Implications for Securities Fraud Claims in the Life Sciences Industry — Presented by Dechert LLP and Cornerstone Research, San Francisco, CA (July 28, 2011)

- Effective Trial Testimony — LSI?s Conference on Effective Development and Presentation on Expert Testimony, Chicago, IL (September 24, 2007)

- Understanding the Link Between Off-Label Sales/Promotion & Securities Fraud/Shareholder Derivative Suits
— Pharmaceutical & Medical Device Counsel?s Guide to Off-Label Communications, New York, NY (April 24, 2006)

Publications
- U.S. Fund Litigation Update: Where We are Now and Where We Could be Headed — DechertOnPoint: Financial Services Quarterly Report; reprinted in Law360 (March 24, 2014; April 25, 2014)

- Report: Life Sciences Securities Cases Increased in 2012 — The National Law Journal (March 21, 2013)

- Dechert Survey of Securities Fraud Class Actions Brought Against U.S. Life Sciences Companies —
Dechert LLP (March 20, 2013)

- Mutual Fund Litigation and Insurance Practice Guide — LexisNexis (September 27, 2012)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies — Dechert LLP
(March 20, 2012)

- Demonstrating Scienter in Market Manipulation Claims under the Commodity Exchange Act: A Checkered History and an Uncertain Future — Futures & Derivatives Law Report (March 1, 2012)

- Strike Three: Dismissal of the Third Section 47(b) Lawsuit Brought Against Mutual Fund Trustees and Distributor for the Alleged Failure of Broker-Dealers That Receive Rule 12b-1 Fees to Register as Investment Advisers — DechertOnPoint (June 14, 2011)

- EPJ Fund v. Halliburton: U.S. Supreme Court Rules that Rule 10b-5 Plaintiffs Need Not Prove Loss Causation for Class Certification, But Leaves Other Potential Class Certification Defenses Untouched — DechertOnPoint (June 13, 2011)

- Another Section 47(b) Claim Dismissed Against a Mutual Fund?s Distributor and Trustees for the Alleged Failure of Broker-Dealers that Receive Rule 12b-1 Fees to Register as Investment Advisers — DechertOnPoint (April 18, 2011)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies — Dechert LLP
(March 30, 2011)

- Why Funds? Risk Management Strategy Must Address Insurance — BoardIQ (March 29, 2011)

- “Statistically Significant” Standard Suffers an Adverse Event: Matrixx Initiatives, Inc. v. Siracusano —
DechertOnPoint (March 23, 2011)

- Amicus Curiae Brief, Matrixx Initiatives v. Siracusano — Supreme Court of the United States (August 27, 2010)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies — Dechert LLP
(March 30, 2010)

- Advocates Have to Account for Juror Cynicism — The National Law Journal (February 1, 2010)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies — Dechert LLP
(April 2009)

- Arbitration Clause and Post-Dispute Considerations for In-House Counsel — America Association of Corporate Counsel New Jersey Chapter (February 6, 2009)

- A Survey of Sanctions Awarded for E-Discovery Violations — Proof (January 2009)

- The Potential Impact of the FDA?s Issuance of a “Complete Response Letter” on Publicly-Traded Life Sciences Companies — The Journal of Biolaw & Business (November 2008)

- Life Sciences Companies Remain Firmly in the Crosshairs of the Plaintiffs? Securities Bar — The Journal of Biolaw & Business (August 2008)
 
- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies — Dechert LLP
(June 2008)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies - October 2005
Dechert LLP (October 2005)

- Recent Case Summaries — Trial Evidence Journal (October 3, 2005)

- Dechert Survey of Securities Fraud Class Actions Brought Against Life Sciences Companies - August 2004
Dechert LLP (August 2004)

- Sarbanes-Oxley?s Impact on State Corporate Governance — Washington Legal Foundation (July 25, 2003)

- Court Invokes „Enron? as Basis for Reinstating Securities Fraud Suit — Washington Legal Foundation
(March 14, 2003)


James S. Wrona is Vice President and Associate General Counsel for the Financial Industry Regulatory Authority (FINRA) in Washington, DC. In this role, he is responsible for various policy initiatives, rule changes and litigation regarding the securities industry. Mr. Wrona formerly was associated with the law firm of K&L Gates LLP, where his practice focused on complex federal litigation. He also previously served as a federal law clerk for the Honorable A. Andrew Hauk of the United States District Court for the Central District of California (Los Angeles). Mr. Wrona is a frequent speaker at securities and litigation conferences and author of numerous law review articles, including The Best of Both Worlds: A Fact-Based Analysis of the Legal Obligations of Investment Advisers and Broker-Dealers and a Framework for Enhanced Investor Protection, 68 BUS. LAW. 1 (Nov. 2012); The Securities Industry and the Internet: A Suitable Match?, 2001 COLUM. BUS. L. REV. 601 (2001).


Carl B. Wilkerson
Vice President and Chief Counsel-Securities & Litigation American Council of Life Insurers

Carl Wilkerson principally addresses financial service institution regulation that has an impact on life insurance companies. He works closely with the various securities, derivatives, market conduct, investments, pensions, and anti-money laundering committees of the ACLI in developing regulatory solutions, and in addressing legislative and administrative actions. He manages ACLI’s amicus litigation functions.

Mr. Wilkerson led ACLI in Dodd-Frank Act reform on derivatives regulation, the broker-dealer standard of care, investment adviser self-regulation, and in numerous subsequent rulemakings implementing the Act. He developed strategies to constructively shape DOL’s 2015 fiduciary rule. Mr. Wilkerson worked closely with the Department of Treasury to establish anti-money laundering regulations for life insurers. He shaped the Uniform Securities Act of 2002 to obtain statutory exclusions for all insurance products. Mr. Wilkerson developed the original SEC streamlined disclosure forms uniquely designed for variable life insurance and variable annuities.

Responsibilities include SEC regulation of variable life insurance and variable annuities, state investment laws governing life insurers, state and federal regulation of financial planners, FINRA regulation of insurance broker-dealers, market conduct issues, and CFTC regulation of commodity pool operators, commodity trading advisers, and derivative instruments. Mr. Wilkerson supported ACLI’s CEO Task Force on Annuities in the development of enhanced annuity suitability, supervision and disclosure. He represents life insurers’ interests in the growing pattern of international regulation of life insurers. He contributed to the development of the Insurance Marketplace Standards Association (IMSA), a voluntary membership organization supporting the Principles and Code of Ethical Market Conduct together with an assessment process verifying compliance.

Mr. Wilkerson served as Co-Chair of the ABA Subcommittee on Securities Activities of Insurance Companies of the Committee on Federal Regulation of Securities. He currently serves as Secretary- Treasurer of the Association of Life Insurance Counsel (ALIC), and previously as Board Member and Securities Section Chair. Mr. Wilkerson is a member of the American College of Investment Counsel. He served as a member of the Bank Secrecy Act Advisory Group (BSSAG) of the Financial Crimes Enforcement Network (FinCEN) of the Department of Treasury for a six year term through 2011, and co-chaired the BSSAG Insurance Subcommittee.

Prior to joining the ACLI, he was a staff attorney at the United States Securities and Exchange Commission in the Division of Investment Management. Responsibilities at the SEC involved the regulation of investment companies and investment advisers under the federal securities laws.

Mr. Wilkerson graduated magna cum laude from the University of Maryland with a B.S. degree in Finance. He earned a masters in law (LLM) at the Georgetown University Law Center in the securities regulation discipline, and his J.D. degree from Catholic University Law School, where he was a member of the Law Review.

Mr. Wilkerson regularly contributes to legal seminars sponsored by ALI-CLE, Practicing Law Institute, and the Association of Life Insurance Counsel. Selected publications include: When Worlds Collide: Securities Regulation and Equity Product Distribution By Life Insurance Companies; 26 Tort And Insurance Law Journal 497 (1991); Hedging the Value of Collective Assets: Financial Institutions Excluded From Regulation as Commodity Pool Operators Under the Commodity Exchange Act; 42 Washington and Lee Law Review 769 (1985); Covering All the Bases: An Integrated Approach to Suitability Regulation, Association of Life Insurance Counsel Proceedings (2002); and Shifting Legal Sands: Growing Pressure on Early Cooperation, Settlement and Waiver in SEC Enforcement Actions, Association of Life Insurance Counsel Proceedings (2005).


Jeffrey Puretz is a practice group leader in Dechert's financial services group who has more than 30 years of experience. He concentrates on investment management matters for mutual funds, mutual fund boards, investment advisers, and insurance companies, and he is responsible for the group's services in the insurance sector. Prior to joining Dechert, Mr. Puretz worked as a staff attorney with the Division of Investment Management of the Securities and Exchange Commission (SEC).

Mr. Puretz has been included in The Best Lawyers in America in the specialty of mutual funds law since 2007. He has also been designated as one of a handful of leading lawyers for investment management since 2004 by Chambers USA, a referral guide to leading lawyers in the United States. He has lectured and written extensively about mutual funds and variable annuities. He has been widely quoted in the financial press, and his work has been cited by the SEC.

Professional and Other Activities

  • Co-founder and co-chair of the Practising Law Institute conference on "Understanding Securities Products of Insurance Companies," which began in 1995
  • Member, Consulting Board, Board IQ
  • Member, Advisory Board, Mutual Fund Directors Forum
  • Member, Regulatory Affairs Committee, Insured Retirement Institute
  • Adjunct Professor, Catholic University Law School, Securities Program
  • Member, Board of Trustees, Hebrew Home of Greater Washington


Ralph D. Spaulding is a principal at Hinman Straub, P.C. and a member of the Firm's Life Insurance department. Mr. Spaulding's practice focuses primarily on compliance matters relating to annuities, life insurance, funding agreements and other financial products offered by life insurers to their retail customers and institutional clients.

Mr. Spaulding worked for the New York Insurance Department for almost 29 years.  He served as a supervising attorney in the Department's Life Bureau responsible for overseeing the policy form approval process and assisting in the coordination of product related matters in market conduct exams. Mr. Spaulding drafted the group life and annuity product outlines on the Department's website and assisted in the development of approval standards for numerous innovative products, including synthetic GICs, deferred income annuities, equity indexed products, variable annuities with guaranteed living benefits and guaranteed separate account products in the pension and COLI/BOLI markets.

Mr. Spaulding has been a speaker at numerous conferences conducted by the Association of Insurance Compliance Professionals, Group Annuity / Pension Compliance Association, Life Insurance Council of New York, Society of Financial Examiners, NYS CLE Partnership and Practising Law Institute ("PLI").  Mr. Spaulding received a law degree from Albany Law School of Union University in 1981 and earned the Chartered Life Underwriter (CLU) and Chartered Financial Consultant (ChFC) designations in 1989 and 1990, respectively.


Tamiko Toland is Managing Director of Retirement Income Consulting at New York-based Strategic Insight, an Asset International company. Through the Annuity Insight service, she monitors trends and key issues on VAs and retirement income, providing commentary and analysis for client firms. She is the primary author of a number of in-depth reports on various subjects, including managed volatility funds and in-plan guarantees. Annuity Insight also offers timely information and research on VA-related documents filed with the SEC and maintains a database of changes to VAs and Standalone Living Benefits (SALBs).             

Before joining Strategic Insight, Tamiko was editor of Annuity Market News (now Retirement Income Reporter), a SourceMedia publication. Tamiko regularly shares her views on the industry for the news media and frequently speaks at industry conferences. She has also written freelance articles on financial topics for the CFA Institute and Investment News.


James R. Mumford is and has been First Deputy Commissioner of the Iowa Insurance Division since 2005.  He also served as Iowa’s Securities Administrator for 6 years.

Mr. Mumford graduated from Iowa State University with a degree in agriculture economics and graduated from Harvard University Law School. 

Mr. Mumford has worked in the insurance industry since 1965 starting in private practice.  In 1970 he became counsel with Equitable Life Insurance Company of Iowa.  In 1976 he started a law firm specializing in insurance related matters.  He worked extensively in insurance related matters including variable annuity and indexed annuity products, pension and tax matters, and financial and corporate governance matters.  In 1997, he joined ING Americas as Chief Counsel, Corporate Affairs and also later undertook the duties of Chief Counsel, Special Projects.  During that time he was general counsel of several ING insurance subsidiaries and furnished oversight on ING state government relations activities.  In 2003, he retired from ING and became Of Counsel with Nyemaster, Goode, West, Hansell & O'Brien Law Firm in Des Moines, Iowa. 

Mr. Mumford was active in the National Organization of Life and Health Guaranty Association (NOLHGA) where he was a member of its legal committee for 5 years (chair 2 years), member of its audit committee for 3 years (chair 1 year), member of its executive committee for 3 years (chair 1 year), member of its Board of Directors for 6 years (chair 1 year), member of its financial modernization committee for 3 years and co-chaired its Guaranty Association Modernization Task Force for 2 years.

During his career, Mr. Mumford was active with the National Association of Insurance Commissioners (NAIC) on behalf of his clients.  He was also active representing member companies of the American Council of Life Insurers (ACLI).

Mr. Mumford represents the Iowa Insurance Division by serving on various NAIC Working Groups and Task Forces including currently chairing the NAIC Receivership and Insolvency Task Force, a working group reviewing the NAIC Annuity Disclosure Model Regulation and Annuity Buyer’s Guide and a working group coordinating with federal agencies on ERISA retirement lifetime income issues.


Joan Swirsky is a seasoned investment management attorney with a nationally respected focus on money market funds operating under Rule 2a-7 under the Investment Company Act of 1940. Joan authored the definitive guide on the subject area entitled “The Guide to Rule 2a-7 – A Map Through the Maze for the Money Market Professional.” The book is so well respected that even industry regulators have ordered copies. Joan, one of the foremost practitioners and thought leaders in legal issues concerning money market funds, is widely quoted in the national press. She is highly regarded for her ability to clarify complex provisions in jargon-free layman’s terms, whether providing detail for compliance personnel or a broad overview for a fund board.

RESULTS
Money market fund projects Joan has handled include:

  • reviewed securities for eligibility under Rule 2a-7 as money market fund investments
  • advised issuers on the structure of Rule 2a-7-eligible securities
  • addressed troubled holdings in money market portfolios, including related communications with the fund board, the public and the SEC staff (such as seeking no-action relief)
  • sought relief from or advice of regulators regarding interpretative questions under money market fund regulation
  • developed and reviewed money market compliance checklists and procedures
  • advised regarding responses to SEC examinations and inquiries relating to money market funds
  • advised regarding SEC enforcement proceedings involving money market funds
  • presented training sessions to portfolio personnel, board members and others relating to money market fund compliance
  • handled day-to-day portfolio compliance issues for money market fund
  • Projects relating to investment company work include:

Projects relating to investment company work include:

  • drafted registration statements and other disclosure documents
  • responded to SEC staff examinations
  • addressed affiliated transaction issues under the Investment Company Act
  • advised on board reporting issues

SPEAKING ENGAGEMENTS

  • Presenter, “What You Need to Know About Money Market Fund Reform,” Philadelphia Bar Association Investment Companies Committee
  • Presenter, “Money Market Fund Reform: What the Board Needs to Know,” Mutual Fund Directors Forum
  • Presenter, “Money Market Funds: Status and Reform,” Securities Industry and Financial Markets Association (SIFMA)

Operations Conference

  • Presenter, Money Market Funds Asset Management Forum, SIFMA
  • Presenter, “Money Fund Regulation: 2a-7 Basics and History,” Crane Data Money Fund University
  • Presenter, “Money Market Funds: The Shifting Regulatory Landscape,” SIFMA Operations Conference
  • Presenter, “Money Market Fund Regulation: 2a-7 Basics and History” and “Regulatory Changes,” Crane Data Money Fund University
  • Presenter, “Money Fund Regulations: 2a-7 Basics and History,” and “Regulations II: Interpretations & Recent Changes,” Crane Data Money Fund University
  • Presenter, “Where are we Now and What’s Next?” Crane Data Money Fund Symposium
  • Presenter, “Money Market Funds: What’s Next under Dodd-Frank and other Regulatory Developments,” U.S. Bancorp Fund Services

Client Conference

  • Presenter, “Money Market Funds: Where We are Now and What’s Next?,” Investment Company Institute General Membership Meeting
  • Presenter, “Dodd-Frank and Money Market Funds: Caught in the Crossfire?,” Stradley Ronon
  • Presenter, “Amendments to Rule 2a-7: New Requirements for Money Market Funds and their Boards,” Mutual Fund Directors Forum


Mr. Kotapish is an Assistant Director of the SEC’s Division of Investment Management, in the Disclosure Review Office of the U.S. Securities and Exchange Commission. 

Prior to joining the SEC staff in 1999, Mr. Kotapish was an attorney with the firm of Dechert Price & Rhoads, where his practice focused on investment management regulation.  He has a BA from the University of Virginia and a JD from Catholic University. 

Mr. Kotapish is an adjunct professor at Catholic University, where he teaches a course on the regulation of investment companies and investment advisers.


Ms. Pancoast leads the legal and compliance team that advises the business segment responsible for developing, implementing and distributing Lincoln’s retirement plan products and services.  This includes advising with respect to the development of new products and services, marketing and sales to new and existing clients, and the legal and compliance aspects of serving existing clients and their retirement plans.

Ms. Pancoast joined Lincoln Financial Group in March of 2008.  Prior to joining Lincoln, she worked for nine years as a 401(k) retirement plan recordkeeper and consultant, and for five years in private practice as an employee benefits lawyer.

Ms. Pancoast has served as a speaker on employee benefits issues for various plan sponsor and industry conferences and events. She also speaks frequently on various employee benefits topics internally within Lincoln Financial Group.  She has also written for various publications on qualified retirement plan and other employee benefits-related matters.

Ms. Pancoast holds a Bachelor of Science degree in economics from Pennsylvania State University and a law degree, magna cum laude, from the University of Pennsylvania.  She is a member of the tax sections of the Philadelphia and American Bar Associations and is a member of the American Society of Pension Professionals & Actuaries. She also represents Lincoln on the Retirement Plans Committee of the American Council of Life Insurers (ACLI) and on the Retirement Plans and the Tax Regulatory and Advocacy Committee of the Insured Retirement Institute (IRI), and is a past Chair of both Committees.  She is licensed to practice law in Pennsylvania.


Joan E. Boros, Esq. is in Stradley Ronon Stevens & Young, LLP’s Washington, D.C., office.  Her securities, corporate and insurance law experience includes all aspects of the design; organization; qualification; State and Federal registration; regulation and compliance of retail investment companies; variable insurance products; and related entities, such as investment advisers and broker-dealers.  Her focus is currently on the ongoing Dodd-Frank legislation's changes with regard to regulation of entities, securities offerings, advisory and distribution issues.  She has chaired this PLI seminar, "Understanding the Securities Products of Insurance Companies," for 20 years.  She was a co-founder of the National Association for Fixed Annuities (NAFA).  She currently serves on the Board of the Retirement Income Industry Association (RIIA), and on the Governance Board of its Retirement Management Analyst (RMAsm) advanced training for advisers program.


Steve Roth is a partner in the Washington office of Eversheds Sutherland (US) LLP.  He received his undergraduate training in mathematics from the University of Notre Dame and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.   He joined Sutherland  in 1977, became  a  partner  in  1983,  and  currently  serves  as  the  Chair  of  the  Firm's Financial Services and Corporate Practice Groups.   Steve has practiced in the mutual fund and investment  company  area for over 35 years and represents both funds and fund independent trustees.  He is a well-known authority on federal and state regulation of fixed and variable insurance products, on sales  practice and advertising issues related to   insurance   products  generally,   and  on   the   applicability of the Investment Company Act of 1940 to variable products and underlying mutual funds.  He represents numerous insurance companies and money managers in these and other related areas.


Sun-Jin Moon is Vice President and Corporate Counsel with the Prudential Insurance Company of America based in Newark, New Jersey.  He concentrates on individual life product development issues for traditional and variable life insurance products. Prior to joining Prudential, Mr. Moon was Vice President and Counsel with AXA in New York City. He received his B.A. from Amherst College and his J.D. from the University of Michigan Law School.


Will Davis is an Assistant Regional Director in the Chicago Regional Office of the U.S. Securities and Exchange Commission.  He joined the Commission staff in August 2000 as an examiner in the Investment Adviser/Investment Company Examination Program.  Mr. Davis was promoted to his current position after having served for six years as a Branch Chief/Exam Manager where his primary responsibilities included supervising teams that planned and executed examinations of entities regulated by the Commission:  investment advisers, investment companies (to include variable insurance separate accounts), transfer agents, and administrators.  Mr. Davis was instrumental in creating the variable insurance products module utilized by the Commission’s National Examination Program.  He is a member of the National Examination Program’s Marketing and Sales Practices Working Group. He received his B. S. in Business Administration with a concentration in Finance, cum laude, from Chicago State University.


Steven Kronheim is Managing Director and Associate General Counsel of TIAA-CREF, where he heads the pension law group.  Steve has 30 years of experience with pension, employee benefit and labor issues.  He was previously Law Vice President at Alcatel-Lucent, and a partner in major New York City law firms.  He graduated from Williams College and Columbia Law School and has a LL.M. (Taxation) from New York University Law School.  He lectures frequently on benefit and fiduciary issues, is on the board of the ERISA Industry Committee and a former chair of its Retirement Security Committee, and is a member of the Advisory Board of Bloomberg BNA Pension & Benefits Publications.