Michael Ponder Email & Phone Number

Norwalk, CT

Legal counsel providing ongoing legal and regulatory advice to mutual funds, their investment adviser, and related entities. AMG Funds acts as the U.S. distribution arm for Affiliated Managers Group, Inc.

• Addressed regulatory and compliance issues arising under the Investment Company Act of 1940, the Investment Advisers Act of 1940, and related topics under the Securities Act of 1933, the Securities Exchange Act of.
• Provided legal advice to business, compliance, operations teams, and fund boards with respect to issues facing investment advisers, fund underwriters, and various investment products, including mutual funds, closed-end.
• Supervised the preparation of regulatory filings and investor communications for retail mutual funds (e.g., registration statements, post-effective amendments, stickers, periodic reports, proxies).
• Prepared, reviewed, and negotiated agreements, including investment management, distribution, non-disclosure agreements. Reviewed asset management marketing materials, including presentations to institutional clients.
• Prepared and reviewed materials for fund board meetings, liaising with outside counsel, portfolio managers, back-office staff, and business personnel as needed.
• Developed compliance policies and procedures for investment advisers and broker-dealers. Coordinated with compliance team and portfolio managers on responses to regulatory inquiries and industry initiatives.

• Acted as primary client contact in providing advice in connection with compliance issues and with the registration, management, and investment operations of mutual funds, hedge funds, and investment advisers.
• Supervised preparation and review of registration statement updates and other regulatory filings for funds.
• Analyzed non-disclosure and other agreements for regulatory compliance, liability level, and other issues.

Along with large portion of practice group, transitioned from Shearman & Sterling to Willkie Farr & Gallagher LLP in February 2006.

• Provided clients with advice and solutions for issues involving the registration, management, compliance procedures, and investment operations of mutual funds, closed-end funds, and their investment advisers.
• Drafted and/or reviewed compliance policies and procedures and codes of ethics for investment advisers and provided guidance on compliance issues as needed.Addressed fiduciary issues and distribution questions faced by.

• Provided advice regarding regulatory and compliance issues related to the advertising, distribution, and operation of variable products, focusing on issues faced by insurance company-affiliated broker/dealers.
• Drafted and revised written supervisory procedures and compliance training materials for use by insurance company-affiliated broker/dealers. Guided newly-created broker/dealers through NASD membership process.

J.D.

Activities and Societies: Journal of Law Reform, Law School Student Senate

A.B., History

Activities and Societies: Small Claims Advisory Service (Phillips Brooks House), Class CommitteeLowell House