KENNETH H. HILTON

**** ********* *** **., ******* GA 30024

Telephone 678-***-**** Email: acuj4c@r.postjobfree.com

PROFESSIONAL EXPERIENCE

Morgan Stanley Trust Officer, New York, NY (2015 to Present)

Private Bank Global Wealth Management. Provide guidance to Morgan Stanley. Perform legal review of trust accounts to ensure compliance with trust administrative requirements before trust accounts are transferred to successor trustees because Morgan Stanley is exiting the Trust business. Continue to manage ongoing trust relationships until all trust accounts are transferred to successor trustees or closed outright for terminating provisions.

Bank of America Senior Trust Fiduciary Specialist (9/2014-3/2015)

Accountable for the quality review of a sample of required Administrative Review Questionnaires (ARQ) for all types of agency and trust accounts for both U. S. Trust and Merrill Lynch Trust. This assignment was designed to improve the Bank’s ability to manage, control and mitigate fiduciary risk. I proactively identified administrative exceptions and errors allowing for their correction or escalation as appropriate. Work closely with the Trust Officer assigned to the account if issues are identified as the ARQ is reviewed. Responsibilities include working closely with other members of the team to drive consistency in approach and results. I successfully completed assignment.

Alston, & Bird, LLP (2/2007-2/2014)

E-discovery work involving defense of complex securities litigation matter concerning shareholder class action lawsuit and a series of cross-claims of multiple defendants; defense work on bankruptcy following collapse of a major bank from subprime fallout, series of other bankruptcy matters and investigative work into possible manipulation of corporate accounting records.

Quinn Emanuel, Urquhart, Oliver & Hedges, LLP (2006-2007)

E-discovery work included the review and structure of merger & acquisition resulting in fraud for major client appealing decision of state court. Advise and provide guidance on responsiveness of client to matters of discovery and clients retention of electronic documents.

Bank of America/ Vice President (2004-2006)

Vice President, Private Bank. Interpret legal and trust documents and work with bank and outside counsel to resolve disputes, which can result in costly liability for the bank. Help prepare and advise on court orders working with outside bank counsel. Review the potential of legal action based on the governing trust document and past administrative practices. Work closely with Private Client Advisors, Portfolio Managers and other support areas to define client requirements including legal and tax aspects. Responsible for the compliance of policy, procedure and risk management of personal trust accounts. Provide personal trust administrative and fiduciary support.

EDUCATION

New York Law School New York, New York - Juris Doctorate Degree

Oberlin College Oberlin, Ohio - Bachelor of Arts

Adelphi University Garden City, New York - Associate of Arts, ABA-approved Legal Assistant

Farleigh Dickinson University Madison, New Jersey Post Graduate studies-Accounting and Marketing

AREAS OF COMPETENCE

Corporate /Corporate Governance:

Several years’ experience handling corporate matters, which includes pre-incorporation agreements, corporate formations, (for-profit and not-for-profit) preparing optional provisions regarding the corporate formation, i.e. authorizing various series and classes of stock, dividend requirements, authorizing stock

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AREAS OF COMPETENCE (Cont’d)

dividends, authorizing nonvoting stock, board of director and officer provisions, corporate by-laws, voting rights, subscription agreements, stock options, shareholder agreements, redemption agreements, preparation of stock certificates. Prepare employment agreements, proxy statements, voting trust agreements, and all other agreements relevant to the formation of the corporate entity. Prepare and file various corporate reports in edgarized format with the SEC.

Securities Compliance:

Several years’ regulatory experience in handling ‘33,’34, and ‘40 Act compliance matters, particularly under Sec Rule 38a-1 and Sec Rule 206 (4)-7; mutual fund registration in all fifty states; register broker/dealers, investment advisors and registered representatives; Hedge Fund work; establish compliance policies; write and edit written supervisory procedural manuals for Broker/Dealers seeking to expand and diversify the products offered to the investing public; walked clients through formation process to become

Broker/Dealers with the NASD; prepare Form BD for Broker/Dealer filings in all fifty states; Registered register representatives with the Central Registration Depository; Register Investment Advisors preparing the Form ADV for filing. File No-Action letters with the SEC on proposed course of conduct undertaken by investment firms. Advice on the use of marketing materials and testimonials offered to the investing public; work directly with regulators at FINRA (formally NASD and enforcement division of NYSE), SEC, NYSE, CRD, CBOE, CFTC, MSRB and the state regulators, prepare and file all Broker/Dealer Focus Reports Part II; prepare Registration Statement filings from S-1 to SB-1; 10-K, 8-K filings Section 16, 13G/D and 13F; prepare and file financial statements under Regulation S-X; worked on structure REIT transactions and general obligation bond work.

Litigation

Served on the defense team on five landmark health litigation lawsuits. Case manager, responsible for coordination of workflow between attorneys and support staff especially during trials. Several years’ experience handling complex document reviews to include 1st, 2nd and final reviews utilizing, Relativity, Inspicio, Ipro, Attenex, Ringtail, Concordance, Summation, KPMG Discovery Radar, Lextranet, Amici and other document review software for responsiveness, confidentiality privilege review, and redaction. Prepare privilege log, handle corporate investigations, medical investigations, responded to SEC subpoenas, due diligence for mergers and acquisitions and patent reviews. Extensive discovery and case manager experience handling all aspects of trial preparation in landmark lawsuit litigation, which includes legal research on Lexis/Nexis, Westlaw, WestlawNext and other legal research databases, formulating various defense strategies, responding to discovery requests, preparing reply briefs, holding depositions, researching case law for Voir Dire, preparing jury questions, arguing motions, preparing settlement language, served as first chair and co-counsel in a variety of State, Federal, Bankruptcy court, proceedings, represented clients in NASD and SEC agency proceedings.

Other areas of competencies include:

- Corporate Fraud Investigation - Bank Compliance

- Fiduciary Compliance - OFAC Regulatory Compliance

- Sarbanes Oxley Compliance - Anti-Money Laundering Compliance

- Investment Risk Compliance - Trust & Estate Fiduciary Management

- Bankruptcy 7, 11 & 13 - Negotiate Government Contracts

- Corporate Mergers & Acquisition - Corporate SEC filings

- Corporate Formation - Private Offerings/ GA Notary

ACCOMPLISHMENTS

Sole efforts in rectifying Mutual Fund problems led to firm transitioning from Special Counsel to General Counsel for the Mutual Funds and the Broker / Dealer Investment Advisor for major client. (Gaston Snow Beekman & Bogue)

Served on the defense team in five landmark product liability lawsuits. Case Manager, helped to develop defense strategies by developing profile of plaintiffs. (Chadbourne & Parke)

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