Brian Poole Email & Phone Number

• Attorney with the Wealth, Advisory & Brokerage Services Law Team, supporting the retail brokerage business, wrap fee wealth management programs, tuition financing business, and institutional investment advisers.• Draft, review, and negotiate agreements and amendments, including advisory agreements, mutual fund selling, service, and participation agreements, brokerage account applications and related agreements, banking and custody agreements, gift administration agreements, commercial agreements, service provider and technology agreements, and non-disclosure agreements.• Serve on in-house team advising on a complex business transformation project.• Advise on retail brokerage account issues, including beneficiary and settlement issues, product issues, client policies and communications, and recordkeeping obligations and requirements.• Draft and review regulatory filings, other disclosure documents, and electronic investment disclosures, including Form ADV (including investment adviser brochures), Form Regulation B-I, Form N-CRS, no action letters and filings, and responses to regulatory requests.• Support compliance programs, including reviewing and advising on federal, state, and self-regulatory organization legislation, rules, guidance, and proposals.• Provide advice and support in the development of investment services, including proxy voting programs, and review requests for proposals and marketing materials.• Review and prepare materials for board of trustees meetings.

New York, Ny, Us

• Project attorney supporting: the intermediary distribution group of The Vanguard Group; the mutual fund group of MassMutual Life Insurance Company; the asset management group of Raymond James; the legal department of Thrivent Financial; and the mutual fund administration group of State Street Bank.• Reviewed, drafted and analyzed contracts and contract amendments, including investment advisory and sub-advisory agreements; wrap fee program agreements; licensing agreements; affiliate services agreements; distribution agreements and distribution services agreements; brokerage platform agreements; solicitation agreements; third party access agreements; administrative services agreements; and other services agreements.• Prepared and reviewed regulatory filings, including registration statements and updates, information statements, shareholder reports and Form N-CSR filings, registration statement supplements, Forms ADV, proxy voting reports, and other annual filings.• Supported Boards of Trustees, including drafting Board materials and resolutions; attending Board and Committee meetings and drafting meeting minutes; and drafting/reviewing trustee and officer annual questionnaires.• Performed regulatory research and analysis on topics including the Investment Company Act and Advisers Act Rules; performance advertising; codes of ethics; proxy rules; investment disclosure; and social media guidance. Draft and review policies, procedures and regulatory plan amendments.• Coordinated with third party investment sub-advisers.• Reviewed client report, web site and regulatory disclosure.• Counseled clients on issues related to management of a registered funds group.• Supported insurance application process.• Prepared responses for industry best practices survey.

New York, Ny, Us

• Attorney responsible for providing legal services to mutual fund clients, including exchange-traded funds, closed-end funds and open-end funds.• Prepared and coordinated materials for mutual fund board of trustees/directors meetings, including regulatory and compliance memoranda. Attended board of trustees/directors meetings and drafted official meeting minutes.• Prepared and reviewed regulatory filings for mutual funds, including registration statements.• Drafted and revised compliance policies and procedures, providing support for client compliance programs and internal compliance programs. Coordinated responses to internal and external compliance audits.• Reviewed and revised contracts.• Advised clients on legal and regulatory requirements affecting registered funds; included guiding start-up fund complexes in establishing operational and regulatory procedures and supporting clients undergoing business transformations.• Reviewed and analyzed regulatory enactments, statements and positions for client impact issues.• Researched legal issues and prepared internal memoranda and synopses for department regulatory updates. Reviewed and edited submissions for department regulatory updates.• Reviewed work by, mentored and provided training for paralegals and legal assistants.• Managed team of legal professionals.

• Draft and edit opinion pieces and reviews on a variety of topics related to popular culture and current events.• Manage the web site’s advertising, promotion and social media functions.

Co-managed a real estate investment and management company.

Atlanta, Ga, Us

• Provided comprehensive legal support to investment advisor, including support of open-end funds, closed-end funds, exchange-traded funds, private placement funds and other institutional investment products.• Supported trust company business, including maintaining a family of collective investment trusts, reviewing contracts and agreements, revising compliance policies and procedures, reviewing and supporting the drafting and filing of a state trust company application and reviewing and revising confidential offering memoranda.• Reviewed regulatory filings, including registration statements and shareholder reports.• Supported the adviser’s proxy voting process, including advising the proxy voting committee regarding legal issues, researching international proxy and shareholder laws, and reviewing/revising fund proxy policies and procedures. Supported significant consolidation and overhaul of firm-wide proxy voting process to assist in maximizing the investment impact of the votes the firm controlled. Researched environmental, social and governance issues.• Oversaw the resolution of custody issues, including issues related to foreign account openings and maintenance.• Supported portfolio manager operations, including review of corporate actions to determine fund and account eligibility for participation and reviewed funds and accounts to make “qualified institutional buyer” status determinations.• Supported the security lending program, including review of program documentation and agreements and reports to the Board of Trustees.• Supported the compliance department in determining whether trades for certain accounts were consistent with account guidelines.• Reviewed and negotiated contracts and agreements, including custody agreements, Master Security Forward Transaction Agreements and non-disclosure agreements.• Reviewed and analyzed issues related to the Investment Company Act of 1940 and Investment Advisers Act of 1940.

Boston, Massachusetts, Us

• Provided comprehensive legal services to mutual fund clients, including open-end funds, closed-end funds, offshore funds, and funds of hedge funds.• Prepared and coordinated all materials for mutual fund board of trustees/directors meetings, including regulatory and compliance memoranda; served as mutual fund complex assistant secretary, attended board of trustees/directors meetings and drafted official meeting minutes.• Prepared and reviewed regulatory filings for mutual funds, including: registration statements and regular updates; confidential offering memoranda; annual and semi-annual reports; Form N-PX filings; Form N-CSR and Form N-Q filings; proxy statements; information statements; exchange filings for closed-end funds; tender offer (Form TO) filings; and all other required filings.• Drafted and revised policies and procedures for mutual fund complexes to ensure compliance with applicable laws, rules and regulations.• Provided investment adviser consulting services on issues including: regulatory examinations; compliance programs; anti-money laundering compliance programs; codes of ethics; valuation; insurance programs; vendor relations and related contracts; and document design and organization.• Advised clients on issues regarding mutual fund launches, including fund formation, regulatory, operational and business issues.• Advised clients on legal and regulatory requirements affecting open- and closed-end mutual funds.• Reviewed and analyzed regulatory enactments, statements and positions for client impact issues.• Researched legal issues and prepared internal memoranda and synopses for client regulatory updates.• Drafted memoranda in response to SEC comments on mutual fund filings.• Reviewed contracts and agreements.• Prepared filings and materials in support of launch of new mutual funds.• Reviewed work by paralegals and legal assistants. Provided training and mentoring for paralegals and legal assistants.

• Provided comprehensive legal services to mutual fund clients, including open-end, closed-end and offshore funds.• Prepared materials for mutual fund board of trustees meetings; served as mutual fund complex assistant secretary, attended board of trustees meetings and drafted meeting minutes.• Prepared and reviewed all regulatory filings for mutual funds.• Advised clients on legal and regulatory requirements affecting mutual funds.• Reviewed and analyzed regulatory enactments, statements and positions for client impact issues.• Researched legal issues and prepared internal memoranda and synopses for client regulatory updates.• Drafted memoranda in response to SEC comments on mutual fund filings.• Reviewed contracts and agreements.

Boston, Ma, Us

• Drafted, reviewed and revised disclosure for mutual fund prospectuses and SAIs, to ensure compliance with Federal regulations.• Regularly interacted with SEC Staff to resolve Staff comments on mutual fund filings.• Revised mutual fund prospectuses and SAIs to comply with SEC filing requirements. Drafted prospectuses, SAIs and contracts for new mutual funds to satisfy SEC filing requirements.• Analyzed regulatory enactments, statements and positions for disclosure and regulatory compliance implications.• Conducted legal, regulatory and competitor research on various investment and compliance issues.• Maintained desktop publishing database housing electronic library of standard language commonly used in Fidelity mutual fund documents.

Boston, Ma, Us

• Reviewed policy owner claims for relief as part of the implementation of a life insurance consumer class-action lawsuit settlement.• Analyzed insurance policy data against requirements of a complex settlement agreement to make initial findings of fact and drafted memoranda summarizing facts and recommending relief.• Analyzed agent service histories for use in corollary disciplinary process. Audited claim files to ensure compliance with settlement standards.

Canton, Massachusetts, Us

• Investigated and analyzed HMO medical claims for potential third party liability.• Negotiated settlement of HMO liens and claims with attorneys, medical providers and insurance carriers.• Acted as liaison for attorneys, insurance adjusters, plan members and medical providers to Subrogation Department.

Jd, Law

Ba, Political Science