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Investment Management Institute 2018


Speaker(s): Anthony S. Kelly, Barry P. Barbash, Christopher Mulligan, Daniel S. Kahl, David W. Grim, Jason Bortz, Lori A. Martin, Maria Gattuso, Michael P. Kreps, Michael S. Sackheim, Paul F. Roye, Peter E. Haller, Philip L. Kirstein, Sarah G. ten Siethoff, Sean M. Murphy, Stephanie R. Breslow
Recorded on: Apr. 30, 2018
PLI Program #: 219154

Barry P. Barbash is a co-head of the firm’s Asset Management Group and has been a practitioner in the asset management area for over 35 years.  He combines deep private practice experience with extensive knowledge of the regulation of the asset management business, having, among other things, served from September 1993 until October 1998, as the Director of the Securities and Exchange Commission’s Division of Investment Management.

Mr. Barbash has a diverse practice covering all aspects of the asset management business. He regularly advises investment managers and fiduciaries, independent directors and trustees, and mutual fund, exchange-traded fund, hedge fund, private equity fund and venture capital fund clients on a variety of transactional, compliance and regulatory matters. His areas of expertise include investment adviser operations, compliance procedures and policies and fund governance matters.  He regularly represents buyers and sellers in asset management merger and acquisition transactions and restructurings and advises asset managers of all types in connection with administrative and court actions brought by securities regulators.  He has particular experience and expertise dealing with “status” issues arising under the Investment Advisers Act of 1940 and the Investment Company Act of 1940.  He has, in addition to serving as the Director of the SEC’s Division of Investment Management, held staff attorney positions with the Division of Investment Management and the Plan Benefits Security Division of the Office of the Solicitor of the U.S. Department of Labor, which has responsibility for the administration of the fiduciary responsibility provisions of the U.S. federal employee benefit plans law.  His practice has been focused on investment advisers, fiduciaries and securities regulation since 1978.

Mr. Barbash received a JD from Cornell Law School in 1978, and an AB (summa cum laude) from Bowdoin College in 1975.

Selected Significant Matters

  • Serves as independent counsel to three mutual fund boards.
  • Served as independent counsel to the independent directors of a non-U.S. investment company having substantial investments in the securities of Puerto Rico issuers.
  • Lead partner in serving as legal counsel to numerous investment advisers of major U.S. mutual fund complexes and private funds.
  • Successful representation of numerous clients before the SEC in connection with examinations and potential enforcements actions.


Daniel S. Kahl is Co-Deputy Director and Chief Counsel for the Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission.  Formerly, Mr. Kahl was Assistant Director in charge of the Investment Adviser Regulation Office in the Division of Investment Management at the SEC.  Prior to joining the Commission in 2001, Dan worked for the Investment Adviser Association, FINRA, and the North American Securities Administrators Association.  He received his B.S. from Penn State University, J.D. from Southern Methodist University, and LL.M. (Securities) from Georgetown University.


David Grim (B.A., Duke University; J.D., George Washington University) is a partner at Stradley, Ronon, Stevens & Young, LLP in Washington DC.  Dave has spent more than 20 years in public service at the U.S. Securities and Exchange Commission’s Division of Investment Management, joining the Division directly from law school and rising to become its leader, serving as Director.  He is a recognized leader in the asset management industry, having developed a legacy of regulatory policy for investment advisers and investment companies, including mutual funds, exchange traded funds, closed-end funds, business development companies, unit investment trusts, and variable insurance products, and oversaw the Division’s relationships with other key functions at the SEC, including the Division of Enforcement and the National Exam Program.  Prior to his appointment as Director, Dave served in a number of capacities throughout the Division, including Deputy Director and Assistant Chief Counsel.  While at the SEC, Dave was awarded the Supervisory Excellence Award, Capital Markets Award, as a member of the Asset-Backed Securities Rulemaking Team, Law & Policy Award for Dodd Frank implementation, and the Asset-Management Relations Award for leadership of Division reorganization. 


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, 2017) (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: “Excessive Fee Litigation, Contract Renewal and Share Class Developments,” panel presentation at the PLI Basics of Mutual Funds and Other Registered Investment Companies 2018 conference (New York, New York) (May 14, 2018); “Investment Management:  Enforcement and Litigation Trends,” panel presentation at the PLI Investment Management Institute 2018 conference (New York, New York) (April 30, 2018); “Key Legal and Regulatory Issues:  Asset Management,” panel presentation at the SIFMA Compliance & Legal Regional Seminar (Boston, Massachusetts) (June 7, 2017); and “Valuation Issues, SEC Examinations & Enforcement Actions,” panel presentation on a webinar co-sponsored by Deloitte & WilmerHale (June 19, 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.


Michael P. Kreps is a principal at Groom Law Group, where he counsels employers, plan sponsors, financial institutions, trade associations, and coalitions on retirement, health, tax, and employment matters.  Mr. Kreps specializes in issues relating to public policy, fiduciary responsibility, and plan funding and restructuring.

Previously, Mr. Kreps served as the Senior Pensions and Employment Counsel for the U.S. Senate Committee on Health, Education, Labor, and Pensions from the 111th through the 114th Congresses.  In that role, he managed all aspects of the Committee’s retirement agenda and had primary staff responsibility for pension legislation, including the pension investment provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the funding stabilization and Pension Benefit Guaranty Corporation reform provisions of the MAP-21 Act of 2012, the Pension Relief Act of 2010, and the CSEC Pension Flexibility Act.  He also led the Committee’s oversight of regulatory activities involving employee benefit plans.

Mr. Kreps is a frequent speaker and writer on retirement and health policy.  He holds a JD, with honors, from The George Washington University Law School and a BA, with distinction, in history and art history from the University of Colorado.  He is active in his local community as a member of the Alexandria Commissions on Aging and Human Rights and is member of the Sorensen Institute Political Leaders Program’s class of 2015.


Paul F. Roye is a senior vice president and senior counsel of the Fund Business Management Group of Capital Research and Management Company ("Capital Research"); director of Capital Research; member of Capital Research Executive Committee; vice chairman and trustee of the Capital Group Private Client Services Funds, Capital Group Emerging Markets Total Opportunities Fund and Emerging Markets Growth Fund, Inc.; executive vice president, principal executive officer and trustee of Washington Mutual Investors Fund; executive vice president and principal executive officer of Growth Fund of America, American Funds Fundamental Investors and SMALLCAP World Fund; and senior vice president of American Balanced Fund, The Income Fund of America and Investment Company of America.

Prior to joining Capital Research in 2005, he was Director of the Division of lnvestment Management for the U.S. Securities and Exchange Commission, where he worked for three SEC Chairman and was among the most senior financial services regulators in the United States, with principal oversight for the investment management industry and public utility holding companies. During his tenure, he received the Chairman's Award of Excellence, the highest honor that can be bestowed upon an SEC staff member. Prior to becoming director, he was a member of the Washington office of the law firm of Dechert, where he was a partner in the firm's Financial Services, lnvestment Management and Corporate Securities Practice Group, specializing in the area of institutional investor law. His practice involved providing advice and assistance to a wide variety of domestic and foreign investment companies, as well as investment advisers, broker-dealers, banks and insurance companies.

Paul holds a J.D. from the University of Michigan Law School at Ann Arbor, where he was Note and Comment Editor of the University of Michigan Journal of Law Reform. He also holds an A.B., cum laude, from Dartmouth College in Hanover, New Hampshire. Paul serves on the Investor Issues Committee of the Financial Industry Regulatory Authority and on the Board of Directors of the Association of Securities and Exchange Commission Alumni and Friends of the Legal Resources Centre of South Africa. He also serves on the Executive Council of the Federal Bar Association.

Paul is admitted to practice law in the District of Columbia and is a member of the District of Columbia Bar Association.


Peter E. Haller is a partner in the Executive Compensation & Employee Benefits Department and practice leader for ERISA fiduciary issues.

Mr. Haller advises clients on their employee benefit plans and programs, with an emphasis on the fiduciary responsibility and prohibited transaction rules under ERISA, including the DOL guidance and court decisions arising out of the Fiduciary Rule and related exemptions.  He has significant experience with ERISA issues raised by hedge funds, private equity funds and financial institutions and their broker-dealer, asset management and private bank affiliates.  Mr. Haller represents clients with their prohibited transaction exemption requests before the Department of Labor’s Employee Benefit Security Administration. He also advises on ERISA and other employee benefits matters in connection with corporate transactions involving asset management and financial services firms.

Mr. Haller chairs the New York City Bar Association subcommittee on ERISA Fiduciary Duties, Private Equity and Plan Investments.  Mr. Haller also serves as an adjunct professor and teaches a class with Barry Barbash at Georgetown University Law Center and Howard University Law School on ERISA Fiduciary Duties and the Regulation of Private Funds.  He is also a frequent speaker and lecturer on a wide variety of employee benefits and ERISA related topics.

Prior to returning to Willkie in 2015, Mr. Haller was counsel for Credit Suisse in New York, where he served as the global head of the ERISA and Executive Compensation practices, and head of the U.S. Bank Regulatory practice.  In this role, he advised Credit Suisse with the development and offering of complex financial products in their investment banking and asset management divisions.  Mr. Haller is also a Certified Public Accountant.         

Mr. Haller received a JD from Boston College Law School in 1993 and a BS in accountancy (cum laude) from Bentley College in 1988, where he received the Falcon Society Award for academic achievement.           


Sarah G. ten Siethoff is the Associate Director in the Rulemaking Office of the SEC’s Division of Investment Management.  She leads the development of policy and rulemaking relating to investment advisers and investment companies.  Prior to joining the SEC, Ms. ten Siethoff was an associate with Cleary Gottlieb Steen & Hamilton LLP in their New York and Washington, DC offices.  Ms. ten Siethoff received her J.D. from Yale Law School, her M.A. in International Relations from Yale University, and her B.A. from the University of Virginia.


Sean M. Murphy is a partner in the New York office of Milbank, Tweed, Hadley & McCloy and a member of the firm’s Litigation & Arbitration Group. Prior to joining Milbank in 2004, Mr. Murphy was a partner in the New York office of Clifford Chance LLP, where he was a member of that firm’s Securities Litigation practice group.

Mr. Murphy’s practice focuses on complex securities matters. He has defended dozens of companies and financial institutions in multi-jurisdictional class action and derivative litigation under state and federal securities laws, including claims under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. He has extensive experience representing investment advisers and mutual fund boards in litigation and regulatory investigations involving management fees, revenue sharing, conflicts of interest, prospectus disclosure, distribution and trading, ERISA prohibited transactions, portfolio mismanagement, Rule 12b-1, board oversight and fiduciary duty litigation. He represents clients in regulatory and enforcement proceedings before the SEC, CFTC, FINRA and state regulators.

Mr. Murphy has represented some of the largest financial institutions in the country and has extensive experience trying securities cases, including multi-billion dollar cases.

Recognition

  • The American Lawyer’s “Fab Fifty” under the age of 45
  • Benchmark Litigation, “Top 100 Trial Lawyers in America” (2017-2018
  • The Lawdragon 500 Leading Lawyers in America
  • Legal 500: “one of the best young lawyers for securities shareholder litigation, anywhere in the country.”
  • Lawdragon: “100 Lawyers You Need to Know in Securities Litigation”
  • The Lawdragon 500 New Stars, New Worlds
  • Mr. Murphy also has been consistently recognized as a leading securities lawyer in Chambers USA, Benchmark Litigation and New York Super Lawyers.

Mr. Murphy has spoken on dozens of panels about complex litigation and regulatory issues, and has written a number of articles. He also co-authored portions of the textbooks titled Practice Before the Judicial Panel on Multi-District Litigation and Litigating Securities Class Actions. Mr. Murphy received his B.A. from St. Lawrence University, and his J.D. from Albany Law School-Union University.


Stephanie R. Breslow is a partner at Schulte Roth & Zabel, where she is co-head of the Investment Management Group and a member of the firm’s Executive Committee and Operating Committee. Currently, Stephanie actively represents more than 50 fund complexes, and her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (including hedge funds, hybrid funds, credit funds and activist funds), private equity funds (including LBO, mezzanine, distressed, real estate and venture) as well as providing regulatory advice to investment managers. She also represents fund sponsors and institutional investors in connection with seed-capital investments in fund managers and acquisitions of interests in investment-management businesses and funds of funds and other institutional investors in connection with their investment activities, including blockchain technology and virtual currency offerings and transactions.

Stephanie has received the highest industry honors. Among many other recent accomplishments, Stephanie was named to the inaugural Legal 500 Hall of Fame in the category of “Investment Fund Formation and Management: Alternative/Hedge Funds.” The Legal 500 Hall of Fame singled out Stephanie as among the select “individuals who have received constant praise by their clients for continued excellence.” Launched in 2017, the Hall of Fame highlights “the law firm partners who are at the pinnacle of the profession.”

Stephanie is also listed in Chambers USA: America’s Leading LawyersChambers Global: The World’s Leading LawyersIFLR1000Best Lawyers in AmericaWho’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), Who’s Who Legal’s “Thought Leaders,” Who’s Who Legal: The International Who’s Who of Private Funds Lawyers (which ranked her at the top of the world’s “Most Highly Regarded Individuals” list), Expert Guide to the Best of the Best USAExpert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers, Expert Guide to the World’s Leading Women in Business Law and PLC Cross-border Private Equity Handbook, among other leading directories. Stephanie was named the “Private Funds Lawyer of the Year” at the Who’s Who Legal Awards 2014 and the Euromoney Legal Media Group’s “Best in Investment Funds” at the inaugural Americas Women in Business Law Awards. Stephanie is also recognized as one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds.

Recently serving as chair of the Private Investment Funds Subcommittee of the International Bar Association, Stephanie is a founding member and former chair of the Private Investment Fund Forum. Stephanie is highly sought-after speaker on fund formation and operation and compliance issues, and she regularly publishes articles on the latest trends in these areas.

Stephanie co-authored Private Equity Funds: Formation and Operation (Practising Law Institute) and Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press). She contributed a chapter on “Hedge Fund Investment in Private Equity” for inclusion in PLC Cross-border Private Equity Handbook 2005/06 (Practical Law Company), contributed a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” for Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute), and wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) and New York Limited Liability Companies: A Guide to Law and Practice (West).

Stephanie earned her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Harvard University.


Summary
Maria is a Principal in Deloitte’s Regulatory and Operations practice and is part of the team leading Deloitte’s initiatives around recently adopted rules affecting the investment management industry. Working within Deloitte's Center for Regulatory Strategies, she focuses on regulatory and compliance matters for Deloitte's investment management clients including investment advisers, wealth managers, mutual fund complexes, hedge funds and private equity funds.  Over her 20-plus year career as an attorney, Maria has acquired extensive experience on a broad range of issues and transactions affecting clients in the investment management industry. She has advised clients on regulatory, compliance and transactional matters involving registered investment companies, business development companies, ETFs, private funds and their investment advisers, including in connection with regulatory examinations, inquiries and impact analysis. 

Ms. Gattuso has served as co-chairperson of the 100 women in hedge fundsTM Legal Peer Advisory Counsel and the Women’s Investment Management Forum.  She has served as an adjunct professor of law of Georgetown University Law Center, where she has taught classes on investment management law.

Ms. Gattuso has participated in conference panels, including those sponsored by the Investment Company Institute, NICSA and Practicing Law Institute regarding important issues affecting the asset management industry.  Topics presented on have included compliance related matters, the DOL Fiduciary Rule, Mutual Fund Modernization, Liquidity Rule, Pay-to-Play regulations, registration requirements for investment advisers, registered closed end funds and business development companies.

Ms. Gattuso is fluent in Spanish.

Prior Experience
Prior to joining Deloitte, Ms. Gattuso was most recently a partner at Willkie Farr & Gallagher LLP. Prior to that, she was a partner at Shearman & Sterling LLP.

Education
University of Pennsylvania JD, 1994
State University of New York at Stony Brook BA, 1990


Jason Bortz is a senior vice president and senior counsel at Capital Group, the investment manager to the American Funds.  He has been practicing law for 20 years.  Throughout his career, Jason has worked on tax and retirement plan issues.  Prior to joining Capital, Jason was a partner with Davis & Harman, LLP in Washington, D.C.  Before that, he was a law clerk for a federal court of appeals judge.  He holds a juris doctorate degree from Cornell Law School and a bachelor’s degree in philosophy from Hamilton College.  He is a contributing author to several books, including the 403(b) Answer Book, the Annuities Answer Book, The Complete Guide to Nonprofits and BNA’s Tax Management Portfolio on Cash or Deferred Arrangements.  He is a member of the California, New York and Washington, D.C. bars. Jason is based in Los Angeles.


Christopher Mulligan is a Senior Special Counsel and Co-Coordinator of the Private Funds Specialized Working Group in the SEC’s National Exam Program.  In his current role, Chris conducts exams, reviews deficiency letters and referrals, works on rulemakings and guidance, drafts risk alerts and advises SEC staff on legal issues related to exams of private fund advisers.  Chris was previously in the Private Funds Branch in the SEC’s Division of Investment Management where he worked on guidance updates, no-action letters, FAQs and rulemakings impacting private fund advisers.  Prior to joining the Commission, Chris worked in private practice in New York and Cleveland where he counseled private fund advisers on the structuring and formation of private equity, hedge and real estate funds, the purchase and sale of portfolio companies and regulatory issues.  Chris received his J.D. from Georgetown Law.


Anthony S. Kelly focuses his practice on trial, investigations and securities litigation, with an emphasis on matters concerning the asset management industry. As a former co-chief of the Enforcement Division’s Asset Management Unit at the U.S. Securities and Exchange Commission, Mr. Kelly has a thorough background in supervising investigations of misconduct by investment advisers and service providers to mutual funds, ETFs, hedge funds, private equity funds and other investment products. In recognition of his SEC service, he was awarded the Chairman’s Award for Excellence and the Ellen B. Ross Award, which acknowledge his exemplary commitment and performance in enforcing the federal securities laws.

During his time at the SEC, Mr. Kelly oversaw investigations and enforcement actions covering a wide range of asset management-related issues, including fund valuation, fund distribution and 12b-1 fees, conflicts of interest, fund governance, trading away and best execution, trade allocation, cross trading and principal transactions, investment adviser and broker-dealer registration, and whistleblower retaliation.

He also has extensive experience in parallel criminal and SEC investigations and insider trading investigations. He investigated a large-scale insider trading ring involving hedge fund traders and other industry professionals, as well as a serial insider trading scheme involving an investment banker and private equity firm associate. 

Mr. Kelly has spoken at numerous industry and regulatory conferences, hosted by organizations such as the Investment Adviser Association, Investment Company Institute, Managed Funds Association, Mutual Fund Directors Forum, PLI, NYU Program on Corporate Compliance and Enforcement, and American Bar Association.

Education

  • The George Washington University, B.B.A., Finance, 1999, summa cum laude
  •  Georgetown University Law Center, J.D., 2004


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).


Philip L. Kirstein was the Independent Compliance Officer and Senior Officer to the Boards of the AllianceBernstein U.S. registered investment companies from October 2003 until December 31, 2017. Previously, he was the General Counsel of Merrill Lynch Investment Managers, LP (formerly Merrill Lynch Asset Management) from May 1984 through March 2003 and was Of Counsel to Kirkpatrick & Lockhart LLP from October 2003 until October 2004.

Mr. Kirstein is a member of the New York City Bar Committee on the Investment of Funds and a past Chair of the New York City Bar Committee on Investment Management Regulation. He is also a former member of the American Bar Association Committee on Federal Regulation of Securities, Subcommittee on Investment Companies and Investment Advisers; and a former member of the Executive Committee and Board of Directors of ICI Mutual Insurance Company and the Planning Committee of the Investment Company Institute/Federal Bar Association Mutual Fund Conference.

Mr. Kirstein was a member of the Independent Directors Council Task Force that prepared the Board Oversight of Fund Compliance Report. He is a frequent panelist at conferences regarding investment company legal, compliance and regulatory issues.

Mr. Kirstein is a graduate of the University of North Carolina (Chapel Hill), College of Law, Syracuse University and School of Law, New York University. 

Mr. Kirstein is a former member of the Board of Directors of Cancer Care of New Jersey and a former member of the board of Directors of the Susan G. Komen for the Cure, Central and South Jersey affiliate. He is currently on the Investment Committee of the New York New Jersey Trail Conference, Inc. He retired as a Captain of the United States Naval Reserve.