ANTHONY WILLIAM BAILEY

**-** **** ******, ***.# 6F 917-***-****

Rego Park, New York 11374 ad2w3n@r.postjobfree.com

Admitted: Illinois, 1990 (Bar # 6205386)

Career Summary

Highly accomplished AML/SEC Compliance, Fund Formation, Due Diligence, commercial sales contracts ( including social media digital marketing), privacy rights, conflicts and licensing attorney/analyst, with over 15 years of experience in anti-money laundering detection, strategic analysis, complex contract negotiation and software licensing. Proven expertise in drafting and developing written materials for policy guidance and regulations relating to money laundering as well as know your customers protocols and issue validations, along with SARS disclosure and asset forfeiture. Proven expertise of over 10 years in OFAC sanctions compliance review. Proven expertise in drafting and reviewing data privacy agreements, commercial sales contracts and leasing agreements, digital marketing contracts for social media companies and professional service agreements (including MSAs), Collateral Management for Derivatives, Private Placement Marketing materials and contracts for compliance with the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Dodd Frank Act of 2010 ; Expert at negotiating and drafting ISDA, MRA and MSFTA Agreements. Proven expertise in negotiating and drafting software licensing agreements ranging from SaaS to SAP technology systems. Proven expertise in drafting Due Diligence Schedules for Merger and Acquisition Agreements. Expertise in filings pursuant to the Securities Act of 1933 and the Security exchange Act of 1934. Expert Knowledge of New York (NY) and Jamaica cannabis laws.

Work Experience

THE BAILEY-NAGASE CONSULTING GROUP, New York, NY and Kingston, Jamaica 2004 to Present

Consultant

Currently working with Japanese companies seeking to invest and do business in the Caribbean, specifically in Jamaica. The investment activity involves industries as diverse as telecommunications to finance to healthcare to entertainment. Draft complex and multi layered commercial contracts, including privacy rights, digital marketing contracts (for startup online social media companies) on behalf of international clients. Draft Due Diligence schedules for merger and acquisition transactions; Perform also international compliance review using anti money laundering and KYC protocols on potential investment targets of clients. Drafted professional service agreements including MSAs for international and US based clients; Authored reports delivered to key management on material issues re Alternative Investment products and transactions. Expert knowledge of Jamaica and New York cannabis laws.

Expert at AML transaction monitoring and issue validation; Drafting and writing AML transaction monitoring and SARS disclosure reports; Testing; Managed up to 4 Junior Compliance Analysts and provided guidance on KYC/AML, CDD, PEPs, and EDD issues; Working knowledge of alert monitoring tracking systems such as Actimize and Casetracker

Drafted and negotiated vendor relationship management contracts regarding privacy issues relating to third-party data sharing arising from new products and features.; Substantive data protection and data privacy experience and in-depth knowledge of U.S. and EU privacy statutes, including GDPR and CCPA.; Expertise and knowledge of standardizing policies, protocols, and training programs, including the associated documents such as vendor and client contracts; includes guiding various stakeholders, such as business and product development, mergers and acquisitions, investor relations, and procurement. Expertise drafting, negotiating and revising privacy and data protection provision of contracts and agreements

Functional knowledge of securities regulations, Investment Advisers Act of 1940, cross-border compliance regulations; Detailed knowledge of FinCEN 314(a) requests, as well as OFAC Agreements, working for private equity groups such as Insight Venture Partners and investments banks such as JP Morgan Chase and Goldman Sachs; Drafted and negotiated Credit Support Annexes, Global Master Agreements, Master Repurchase Agreements, Master Securities Forward Transaction Agreements and Derivatives; Expertise in evaluating the use of cryptocurrencies in money laundering.

Conducted verification of Corporate governance information for Private Equity based Funds and sub Funds ; Provided support to transaction counsel and Fund general counsel for operational activity within Fund and sub Funds ( including but not limited to fund formation, acquisitions, fundraising, equity arrangements and debt financings); Reviewed Collateral Management for Derivatives agreements; Drafted Due Diligence Schedules for Merger and Acquisition (M&A) Agreements for various premier New York law firms.

Reviewed Private Placement Marketing materials for compliance with the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Dodd Frank Act of 2010; Analysis of Investment Company Act of 1940 as applied to breach of fiduciary rules, best price practices and suspicious activity for open-ended funds’ institutional/high net worth accounts; Drafted corporate governance Board and Committee resolutions; Experience advising on Federal and New York State securities and corporate laws; Developed written policy and procedural framework related to regulatory compliance industry standards; Familiar with OCC Regulations.

Drafted Due Diligence schedules for merger and acquisition transactions while on assignment with various New York law firms; Negotiated and drafted Data Privacy agreements, commercial sales contracts, commercial leasing including varied types of real estate leases, master licensing, statement of work (SOW), master service agreements(MSA), third party access, data sharing/data transfer, information sharing, software licensing (SaaS), technology and confidentiality agreements regarding the procurement of software and hardware from different international companies in industries ranging from telecommunications to healthcare to financial services to general technology. Expertise in negotiating and drafting ISDA and MSFTA agreements (including close out netting provisions)

Drafted Rule 144, Rule 144A and Regulation S filings pursuant to the Securities Act of 1933 and insider trading rules, IPOS ( including SPAC) and proxy solicitations pursuant to the Securities Exchange Act of 1934

MIZUHO AMERICAS, INC. (NY Office) March 2023 to May 2023

Legal Consultant

Negotiated and drafted MSFTA, MSLA, GMRA, MRA, ISDA and NDA Agreements

Advised the Banking Group re potential liability in trading agreements ( Agency: MLA Interim)

KROLL SECURITIES (NY/NJ Office) December 2022 to March 2023

AML/KYC/PEP Analyst

Participated in a general compliance overview and EDD review of the Binance Cryptocurrency Platform (“Platform”)

Engaged in a detailed KYC investigation of the backgrounds of the listed individual clients on Platform

for possible PEP, financial corruption and/or criminal connections or relationships

Reached-out via internal system requests and engaged in additional client reach-out when necessary

Gathered different data points from both internal systems and external public domain research

Reviewed of specific data fields and made timely determination based on a name and limited

supporting data, and whether this is a potential match for escalation for final determination

Timely utilized public domain resources and internal software to make determination

Reviewed systems to corroborate data presented and wrote brief findings in system ( Agency: MLA Interim)

BLACKSTONE (NY Office) January 2022 to April 2022

SEC Compliance Analyst/Consultant

Worked with Legal and Compliance Group, filing Form ADV applications and then helping to implement the SEC’s new Marketing Rule (Rule 206(4)-1 of the Investment advisers Act of 1940), facilitating and applying the different protocols covering the diverse group of funds at Blackstone (Agency: Axiom Legal)

DELOITTE (NY Office) ` August 2020 to December 2020

ISDA/MSFTA/SWAPS Consultant

Reviewed ISDA, MSFTA and SWAPS Agreements for compliance. Reviewed and redrafted non-standard contract provisions in ISDA, MSFTA and SWAP contracts which needed modification because of the discontinuance of LIBOR and its transition to the Alternate Reference Rate (ARR) ( Agency: Cadence Counsel)

KPMG April 2019 to June 2019

AML/KYC Consultant

Engaged in transaction monitoring and issue validation. Reviewed daily large cash/credit transactions of customer accounts of potential target companies for possible money laundering, using Casetracker as a monitoring system. Looked for possible PEP issues. Reviewed list of clients of takeover targets for OFAC Level 2 compliance in order to ensure that no US based sanctions were applied to such customers; Conducted EDD review on customer accounts, in particular concerning beneficial ownership of such accounts and possible use of crypto-currencies in aiding possible money laundering. Reviewed ISDA Agreements for compliance as well.

On KYC inquiries, reviewed, tracked and communicated documentation status of potential clients; validated documentation accumulated by targeted companies. Reviewed accounts for remediation and quality control

Master Bank of Japan June 2015 to June 2017

AML/KYC and Strategic Analyst

Drafted a strategic analysis report detailing the advantages and disadvantages regarding each possible targeted company Engaged in transaction monitoring. Reviewed daily large cash/credit transactions of customer accounts of potential target companies for possible money laundering, using Casetracker as a monitoring system. Looked for possible PEP issues. Reviewed list of clients of takeover targets for OFAC Level 2 compliance in order to ensure that no US based sanctions were applied to such customers; Conducted EDD review on customer accounts, in particular concerning beneficial ownership of such accounts and possible use of crypto currencies in aiding possible money laundering. Reviewed ISDA Agreements for compliance as well.

On KYC inquiries, reviewed, tracked and communicated documentation status of potential clients; validated documentation accumulated by targeted companies. Reviewed accounts for remediation and quality control

Identified and evaluated compliance related risks; Assisted in developing a risk assessment framework; Evaluated data quality and used enhanced due diligence techniques/methodologies for risk assessment (Agency: Bailey Nagase Consulting Group)

Deutsche Bank, Jersey City. N. J. March 2015 to June 2015

Global Transaction/AML/KYC Consultant

Engaged in transaction monitoring and issue validation. Analyzed customer accounts (including usage of pre paid card accounts) for possible money laundering and terrorist financing. On KYC inquiries, reviewed, tracked and communicated documentation status; validated and authorized documentation and then completed maintenance and verification within internal database system

Drafted suspicious activity reports (SARS) where required. Identified and evaluated compliance related risks; Assisted in developing a risk assessment framework; Evaluated data quality using enhanced risk assessment methodologies. Worked on correspondent banking issues. Assisted in Testing the effectiveness of transaction monitoring process

Reviewed list of clients for OFAC Level 2 compliance as well as FinCEN 314 (a) requests. Responsible for reviewing high risk customer cases involving virtual currency, e-commerce payment, marketplace lending and consumer finance issues, FATCA compliance and remediation; reviewing the account relationships and related parties holistically to capture their global and cross sector presence, conducting research, documenting the investigations and providing recommendations on such accounts (Agency: Tek Systems )

Citigroup, LIC, New York, N.Y. August 2014 to October 2014

Global Investigation (GIU) Consultant

Analyzed correspondent bank customer accounts (including reviewing pre paid cards) for possible money laundering and terrorist financing. Drafted suspicious activity reports (SARS) where required. Reviewed list of clients for OFAC Level 2 compliance. Responsible for reviewing high risk customer cases, reviewing the account relationships and related parties holistically to capture global and cross sector presence, conducting research, documenting the investigations and providing initial recommendations and dispositions on a Global Enterprise-Wide customer relationship. (Agency: USEReady/Vpak Inc.)

State Street Asset Management, Boston Mass. January 2014 – March 2014

KYC Remediation Consultant

KYC/AML remediation project; reviewed customer files per established protocol to determine if remediation was necessary, monitored customer transaction reports for AML activity, FATCA compliance and remediation, assessed and analyzed information and supplied it to main customer information database for review by relationship manager, researched and identified the actual or beneficial owners of all relevant customer accounts as well as identified potential PEP accounts, using a myriad number of research search tools ranging from Google to complex internal database searches. (Agency: Michael Page International)

Urban Building Maintenance Inc. New York, N.Y. January 2011 to December 2013

General Counsel

Acted as general counsel for a private equity financed MWDBE facilities management company headquartered in New York. Drafted, implemented and monitored the compliance and ethics protocol for the company and drafted MWDBE Compliance Policy Manual for company. Negotiated and drafted commercial sales contracts and data privacy agreements. Maintained and updated EEO action plan. Negotiated and drafted software licensing (SaaS), technology and confidentiality agreements regarding the procurement of software and hardware for company. Reviewed ISDA Agreements for compliance as well.

Fletcher Asset Management., New York. N.Y. January 2010 to December 2010

AML /KYC/ Private Equity Analyst

Drafted anti money laundering section for Compliance manual for firm; Responsible for daily BSA/OFAC/KYC/AML/FinCEN 314(a) Quality Control Level II review. Monitored customer transaction reports for AML activity, where required. Reviewed list of clients for OFAC Level 2 compliance. On KYC inquiries, reviewed, tracked and communicated documentation status; validated and authorized documentation and then completed maintenance and verification within internal database system

Drafted corporate governance resolutions for various Funds and sub-funds; verified corporate governance information; Provided support to transaction counsel and Fund general counsel for operational activity within Fund and sub Funds ( including but not limited to fund formation, acquisitions, fundraising, equity arrangements and debt financings); Ensured and supported the Compliance Group by monitoring and reporting compliance of the various Funds and sub Funds with the requisite statutory reporting requirements and with internal protocols and policies, including in Control Room. Reviewed and revised Collateral Management for Derivatives Agreement

Goldman Sachs, New York, N.Y. February 2009 – December 2009

Contract Securities Attorney

Worked as an attorney in the Compliance Department, drafting and filing 13D, 13G, Form 3 and Form 4 documents pursuant to the 1934 and 1933 Acts as well as reviewing and updating anti-money laundering procedures. Familiar with all the provisions of the Bank Regulatory Act, specifically Sections 23A and 23B; all sections of the 2002 ISDA Masters Agreement; the Investment

Company Act of 1940; Investment Advisers Act of 1940; the Foreign Corrupt Practices Act, Bank Secrecy Act and the USA Patriot Act. (Agency: Elaine P. Dine)

Insight Venture Partners, New York, N.Y. January 2007 to December 2007

Contract Private Equity/ Compliance Attorney

Drafted memoranda on risk-based and risk-related issues for review and subsequent distribution to senior management and to the Board of Directors of Insight Venture Partners, a three (3) billion dollar private equity group; Reviewed Private Placement Marketing materials for compliance with the Investment Advisers Act of 1940 and the Investment Company Act, Created the compliance protocol (including extensive anti-money laundering procedures) for Insight Venture Partners; Reported directly to Head of Compliance for Insight Venture Partners on all BSA/OFAC/AML risk based, risk-related issues.

Drafted corporate governance resolutions for various Funds and sub-funds; verified corporate governance information; Provided support to transaction counsel and Fund general counsel for operational activity within Fund and sub Funds ( including but not limited to fund formation, acquisitions, fundraising, equity arrangements and debt financings) )

Ensured compliance by monitoring and reporting compliance of the various Funds and sub Funds with the statutory reporting requirements and with internal protocols and policies (Agency: Strategic Legal Services)

Contract Attorney January 2004 – December 2006

Negotiated and drafted Data Privacy agreements, commercial sales contracts, licensing, SaaS and SAP technology, master service agreements (MSA)and confidentiality agreements regarding the procurement of software and hardware for industries ranging from healthcare to telecommunications to financial services to general technology/ intellectual property. Familiar with healthcare and pharmaceutical industry regulation (specifically HIPAA). Drafted and negotiated ISDA and MSFTA Agreements with LIBOR provisions. Familiar with multiple payment regulation platforms regulating the privacy of consumer financing such as Electronic Funds Transfer Act/Regulation Z; Payment Network Card Payment rules; Dodd-Frank and Gramm-Leach-Bliley Act (GLBA)/Regulation P. Drafted Due Diligence Schedules pertaining to M& A Agreements . (Various agencies in New York)

ACTIVE HEALTH MANAGEMENT, New York, N. Y. 2003 - 2004

Senior Vice President, Government Relations/Business Development

Responsible for the identification of new opportunities for the sale of Active Health’s products to government sector clients, including federal, state and local agencies.

THE CAMELOT GROUP LLP, New York, N. Y. 2001 - 2003 Corporate Legal Advisor

In-House legal advisor for boutique investment advisory firm specializing in the transfer of limited partner interests to secondary market sources, primarily for health care companies based in the United States, United Kingdom and Europe

Organized and maintained mutual funds formation processes, offerings of debt securities and structured products, as well as the structuring of various joint ventures

Helped assess the financial performance of targeted equity funds. Reviewed mutual fund offerings for investment potential and to test compliance with the requirements of the 1940 Act. Reviewed compliance protocols of target companies, including AML procedures. Responsibilities also included the negotiation and acquisition of institutional equity products along with business related agreements such as commission management agreements

Drafted corporate resolutions and acted as Corporate Secretary. Negotiated and drafted contracts for general partnership, limited partnership, confidentiality, entity capitalization, letters of credit and guarantees, transfer, subscription, engagement, indemnification and employment; Examined securities law issues, including reviewing and performing Rule 13D, Rule 13G and Rule 16 filings; Member of the Advisory Board for the Camelot Group. Handled corporate governance and housekeeping duties, including the maintenance of corporate records.

CT CORPORATION, New York, N. Y. 1999 - 2001

General Counsel and Director of Strategic Marketing/Licensing

WALT DISNEY MOTION PICTURE GROUP, Burbank, CA. 1995 - 1997

Legal & Business Affairs Attorney

HINSHAW & CULBERTSON, Chicago, Ill. 1993 - 1995

Litigation Associate

STATE'S ATTORNEY'S OFFICE OF COOK COUNTY, Chicago, Ill. 1990 - 1993

Assistant State's Attorney

EDUCATION

GEORGETOWN UNIVERSITY LAW CENTER, Washington, D.C., Juris Doctor, 1990,

Member, International Environmental Law Review

CORNELL UNIVERSITY, B.A. 1983, Major: English Literature (Dean's List)

Recipient, Milton E. Rosenthal Award for Academic Excellence

Assistant Editor, Cornell Daily Sun

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