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Cathy O'Kelly guides registered investment companies, including mutual funds, ETFs, closed-end funds and interval funds, in running their businesses and meeting regulatory requirements.

She counsels independent directors on fulfilling their fiduciary duties as they oversee investment companies and associated advisers and broker-dealers.

Cathy helps her clients navigate a complex regulatory environment. For investment companies, her counsel includes fund mergers and restructurings, investment advisory contract approvals, SEC filings, compliance policies, and regulatory and governance matters. For independent directors, she assists with legal and governance issues, including conflict resolution, board composition, and appropriate record-keeping to withstand regulatory scrutiny.

Drawing on her practical experience and a diplomatic communication style, Cathy is known for de-escalating conflicts. She finds strategic solutions that achieve her clients’ business goals while protecting shareholder interests. Her proactive approach helps identify potential issues before they become problems, offering clients industry knowledge and alternative approaches to complex challenges.

Cathy began her career with the Securities and Exchange Commission in the Division of Investment Management, where she gained valuable insight into regulatory interpretation and enforcement that continues to inform her client counsel today.

Cathy is the most talented lawyer I've ever worked with. Not only from a technical perspective, but she has an uncanny ability to really understand our role and give extremely practical advice.
Chambers USA, 2025

Credentials

Education

  • University of Virginia, J.D., 1978
  • College of William and Mary, A.B., 1975

Bar Admissions

  • Illinois, 1989
  • District of Columbia, 1978
  • Virginia, 1978

Affiliations

  • Past Chair, Investment Company Subcommittee, Chicago Bar Association
  • Member, The Chicago Network

Recognition

  • Chambers Global – Investment Funds: Registered Funds, Band 1 (2022-2025) 
  • Chambers USA (Nationwide) – Investment Funds: Registered Funds, Band 1 (2021-2026) 
  • Leading Lawyers – Corporate Finance Law; Securities/Venture Finance, Advisory Board (2008-2026) 
  • The Legal 500 US – Mutual/Registered/Exchange-Traded Funds, Recommended Lawyer (2013-2025) 
  • Martindale-Hubbell – AV Preeminent® 

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