Gary O. Cohen
Of Counsel

Washington, D.C.

Email: goc@jordenusa.com
Phone: 202.965.8152
Fax: 202.965.8104

Gary O. Cohen is a member of the Mutual Fund & Investment Advisers industry group at Jorden Burt LLP. He specializes in securities regulation and the regulation of investment companies. He specializes in investment companies' underlying life insurance, separate accounts funding, variable annuities. Mr. Cohen is a pioneer in development of SEC regulation of variable insurance products.

Mr. Cohen also advises clients on issues regarding federal securities laws and he advises mutual fund boards of directors on fulfilling their fiduciary duties.

Mr. Cohen is a leading authority on federal securities laws and is adept at representing clients before the Securities and Exchange Commission due to his previous experience on the SEC staff, where he served as assistant chief counsel of the division that regulates mutual funds, life insurance companies, and investment advisers. Mr. Cohen's work led to the SEC's 1976 adoption of exemptive rules permitting the sale of variable life insurance. He also helped prepare the first registration statements for variable life insurance that the SEC declared effective.

Mr. Cohen is an accomplished speaker and has spoken at numerous legal conferences and programs, including the two chief conferences in the field, the ALI-ABA Conference on Life Insurance Company Products and the annual ICI-FBA Mutual Funds and Investment Management Conference. He has also spoken before the SEC staff, law school classes, life insurance companies, and has been a guest lecturer at the Georgetown University Law Center.

Mr. Cohen has published professional articles and papers for more than 30 years. A sampling of his articles is listed below.

Representative Matters

• Expert Witness, Prusky v. Prudential Ins. Co. (E.D. Pa.)(testified in two separate lawsuits that Prudential won in 2001 and 2008).
• Prepared first registration statements to be declared effective by the SEC for variable life insurance, including Equitable (1975), John Hancock (1980), and, subsequently, Metropolitan, New England Mutual, USAA, Lamar, Security Life of Denver.
• Counsel for life insurance industry associations in SEC rule-making hearings and litigation regarding variable life insurance, 1971-1976.
• U.S. Securities and Exchange Commission, Assistant Chief Counsel, Division of Investment Management, 1963-1968.

Speeches and Publications

• SEC Financial Literacy Study: Wallop for Mutual Funds, Investment Lawyer, Vol. 18, No. 9 (Sept. 2011)
• Rule 151A Litigation and the Battle over Suitability Standards, Investment Lawyer, Vol. 16, No. 10 (Oct. 2009)
• Litigation to Overturn SEC Index Annuity Rule, Investment Lawyer, Vol. 16, No. 7 at 3 (July 2009).
• Implications of Fund Summary Prospectus for Life Insurance Companies, Investment Lawyer, Vol. 15, No. 3 at 1 (March 2008).
• Summary Versus Profile Prospectus Liability, Investment Lawyer, Vol. 15, No. 2 (Feb. 2008).
• Indexed Insurance Products: Are They Securities? Investment Lawyer, Vol. 14, No. 2 at 3 (Feb. 2007).
• Fund Director Approval of Advisory Contracts: Shareholder Report Disclosure, Investment Lawyer, Vol. 14, No. 1 at 3 (Jan. 2007).
• Mutual Fund Disclosure Reform Through Electronic Means, Investment Lawyer, Vol. 13, No. 2 at 3 (Feb. 2006).
• Legal Standard for Fund Board's Approval of Advisory Contracts, Investment Lawyer, Vol. 13, No. 1 at 3, (Jan. 2006).
• Prospects for Mutual Fund Disclosure Reform, Investment Lawyer, Vol. 12, No. 11 at 1 at (Nov. 2005).
• Compliance with SEC Requirements for Disclosing Fund Directors' Approval of Investment Advisory Contracts, Investment Lawyer, Vol. 12, No. 10 at 3 (Oct. 2005).
• SEC Examination for "Culture of Compliance," Investment Lawyer, Vol. 12, No. 6 at 1 (June 2005).
• New Disclosure Requirements for Directors' Basis for Approving Investment Advisory Contracts, Investment Lawyer, Vol. 11, No. 10 at 1 (Oct. 2004).
• Market Timing Litigation Under Variable Insurance Products, Investment Lawyer, Vol. 11, No. 6 at 3 (June 2004).
• Disclosure of Directors' Basis for Approving Investment Advisory Contracts, Investment Lawyer, Vol. 9, No. 9 at 1 (Sept. 2002).
• Security Status of Insurance Products with Reduced Guaranteed Minimum Interest Rates, NAVA Outlook, Vol. 11, No. 3 at 6 (May/June 2002).
• New SEC Requirement to Disclose Approval of Underlying Fund Advisory Contracts, Investment Lawyer, Vol. 8, No. 10 at 1 (Nov. 2001).
• Bonus Contracts: A Compliance Challenge, Resource Magazine (of LOMA) (Feb. 2001).
• Payments by Mutual Funds to Life Insurance Company Shareholders, Investment Lawyer, Vol. 6, No. 8 at 1 (Aug. 1999).
• Consider SEC's Needs When Filing for Variable Products, Resource Magazine (of LOMA) (Sept.-Oct. 1986).
• The Insurance Security Identity Crisis, 46 Geo. Wash. L. Rev. 790 (1978) (co-author), cited by U.S. Securities and Exchange Commission in Release No. 33-6558 at 7, n.12 (Nov. 21, 1984) (proposing Rule 151 under the Securities Act of 1933), cited in Loss & Seligman, Securities Regulation at 1087 n.326 (1999) (3rd ed) ("a perceptive essay on the drawing of the line"), and reprinted in H. Bloomenthal, Securities Law Review - 1979 at 457 (1980).