Brett A. Miguel
* **** ********, ***** ******, MA 02127
617-***-**** ab8yqc@r.postjobfree.com
Summary
Senior Legal and Compliance professional with extensive experience in
managing the preparation of US and foreign corporate and regulatory filing
documents. Excellent analytical, interpersonal, communication,
organizational and project management skills. Highly collaborative, detail
oriented and able to handle a multitude of complex projects simultaneously
under tight deadlines.
Experience
PROFUND ADVISORS, Bethesda, MD June 2009-January 2012
Senior Paralegal - Legal & Compliance
Supervised the preparation and coordination of SEC filings and fund
documents on behalf of 275 funds under ProFunds, Access One Trust and
ProShares Trust (the "ProFunds Group").
. Drafted and updated the ProFunds Group's registration filing documents,
including prospectuses, statements of additional information ("SAI"),
supplements, Part C, exhibits, signature pages, transmittal letters and
Form 8-A and maintained an electronic repository of such documents.
. Reviewed, analyzed and advised business units and service providers on
disclosure requirements and legislation developments and created and
implemented administrative procedures and systems based on such
requirements.
. Prepared and distributed regulatory compliance calendars, project work
schedules and requests for information to internal business units and
service providers for new fund and annual update registration filings.
. Created and updated 13 separate summary prospectus templates pursuant to
Rule 498 and Form N-1A for benchmarked funds under matching, leveraged,
inverse and inverse leveraged and alpha categories.
. Created and implemented investment strategies and risk matrixes and an
updated disclosure tracking system that served as resources when updating
prospectuses and SAI disclosure for the ProFunds Group and coordinated the
matrixes and disclosure updates with service providers.
. Reviewed updated drafts of prospectuses, SAI, Part C, marketing materials
and Extensible Business Reporting Language (XBRL) proofs and provided
comments to service providers and/or variable insurance clients.
. Prepared budget forecasts in Excel and implemented an invoice tracking
system.
BLACKROCK, INC., Boston, MA September 2005-November 2008
Vice President - Legal & Compliance
Managed the preparation and coordination of foreign regulatory filings and
corporate documents. Oversaw the subscriptions and resales of domestic and
foreign private equity issuers, development of procedures and a database of
private placement rules and requirements for BlackRock's private equity
funds and subsidiaries.
. Prepared, reviewed and coordinated corporate organizational documents,
board materials and regulatory filing documents, including articles of
incorporation, board minutes, secretary certificates, resolutions and
registration documents on behalf of BlackRock's foreign advisory and
marketing entities ("BlackRock's business entities").
. Reviewed and analyzed foreign regulatory requirements applicable to
BlackRock's business entities. Developed country specific compliance
calendars and procedures for foreign regulatory filings and board matters
and supervised the process and coordination with internal business units
and service providers.
. Assisted in the development of a worldwide private placement summaries
database, which included organizing, reviewing and analyzing approximately
500 country counsel memoranda on applicable regulations, creating and
continually updating country specific summaries of foreign regulatory
requirements, communicating with country counsels on legislation
developments and regulatory matters.
. Reviewed and commented on approximately 150 marketing and client
reporting materials on a monthly basis for BlackRock's fund-of-funds,
hedge funds and alternative products.
. Managed the private placement transactions of restricted securities of
approximately 400 issuers a year, including negotiating, drafting and
reviewing subscription documents, certifications, purchase and sales
agreements, limited partnership agreements, stock purchase agreements,
registration rights agreements and confidentiality agreements.
. Reduced risk exposure by developing private placement compliance
procedures for BlackRock's Global Resources, Health Sciences and Global
Allocation Groups. Advised Groups on compliance policies and procedures,
including sales and purchases of restricted securities in accordance with
Reg D., Rule 144, Rule 144A and Reg. S.
MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS"), Boston, MA
November 1996-September 2005
Legal Product Manager
Managed the preparation and coordination of SEC and foreign regulatory
filings, corporate documents and shareholder communications of MFS' US and
offshore fund product offerings.
MFS Offshore Funds (Luxembourg SICAV and FCP Funds, Cayman Island Funds,
Japan ITM Funds)
. Oversaw the registration of the MFS Offshore Funds with foreign
regulatory authorities, which included drafting, coordinating, preparing,
reviewing and negotiating filing applications, service provider contracts,
prospectuses, country specific ancillary disclosure documents and foreign
regulatory authorities' comments.
. Drafted and maintained corporate documents for MFS' foreign management
company, including articles of incorporation, board minutes, shareholder
resolutions and secretary certificates.
. Acted as primary liaison with foreign counsels, service providers and
internal business units on registration issues, legislation developments
and project initiatives and created schedules of project work assignments.
Created and updated compliance resource materials and administrative
procedures relating to foreign country requirements with respect to on-
going filing requirements, shareholder documents, marketing/advertising,
publication of notices and shareholder information.
. Managed the updating process of prospectuses and other required
disclosure and/or filing documents, which included: scheduling work
assignments with internal business units, foreign counsels and other
service providers; drafting, reviewing and coordinating disclosure
documents; resolving comments; and coordinating foreign language
translations, printing and distribution of such documents.
. Provided guidance to internal departments in supporting the compilation,
development, submission, publishing and maintenance of marketing,
shareholder and foreign regulatory filing documents and procedures,
including coordination and distribution of disclosure documents,
performing quality checks on the implementation of documents to the
documents management system and intranet sites to ensure accuracy.
MFS Domestic Funds
. Managed the preparation and filing of the MFS Funds' initial and annual
updated registration statements on Forms N-1A and N-2, which included:
drafting prospectuses, statements of additional information, supplements
and related exhibits; scheduling and overseeing work assignments and
advising business units on disclosure requirements.
. Coordinated the preparation and filing of the MFS Funds' registration
statements on Form N-14, which included drafting proxy statements, proxy
cards, reorganization agreements, related exhibits and closing materials
and oversaw the closing process.
. Assisted in the merging, dissolution and registration of the funds by
drafting merger agreements, minutes, officer's certificates, resolutions,
articles of incorporation and by-laws.
. Researched and provided information necessary for N-CSR filings.
Education
Chaminade University of Honolulu, Honolulu, HI
Bachelor of Business Administration, Management/Finance