MARESCA GOVERNANCE ADVISORS
Senior Investment Management Consultant and designated Audit Committee Financial Expert

Fiduciary Leadership. Audit Oversight. Strategic Advisory.

Core Mission & Mandate
"Qualified professional for candidacy as an independent fund director, including audit committee chair. Offering strategic consultancy to help investment managers navigate operational, financial and regulatory complexities, evaluating service provider ecosystems, and developing and deploying emerging AI technologies with confidence."
Primary Focus

Audit Committee Leadership & Board Directorships

Available for open independent board seats and Audit Committee Chairmanship for Mutual Funds, ETFs & CEFs. 35+ years of financial & SEC oversight experience.

Inquire for Board Candidacy
Consultancy

Strategic Advisory & AI RegTech Solutions

Specialized consulting for fund boards, CCOs & advisers on service provider RFPs/evaluations, Section 15(c) renewals & practical AI deployment.

Explore Advisory Services
$3B+ AUM
NYSE CEF Board Leadership
35+ Years
Asset Management Track Record
CPA (INACTIVE)
Audit Committee Financial Expert
IDC Member
Independent Directors Council
Frank J. Maresca
35+ Yrs Exp
Executive Contact Profile

Frank J. Maresca

Independent Fund Director & Audit Committee Chair

Primary Mandate

Fund Board Directorships & Audit Oversight

Bringing 35+ years of C-suite asset management operational experience, technical SEC compliance knowledge, and proven board leadership to U.S. SEC-registered investment company boards.

SEC Audit Committee Financial Expert

Fully qualified under Sarbanes-Oxley Section 407. Deep expertise in GAAP accounting, complex fund valuation, internal controls assessment, and coordinating with top-tier independent accounting firms.

  • Active NYSE CEF Audit Chair
  • Financial Statement Integrity
  • PCAOB Auditor Search Leadership

Section 15(c) Advisory Contract Renewals

Rigorous, independent evaluation of investment advisory agreements under Section 15(c). Extensive experience assessing advisory fees, profitability, breakpoint schedules, and performance attribution.

  • Fee Benchmarking Analysis
  • Gartenberg Factor Reviews
  • Breakpoint Schedule Optimization

Rule 2a-5 Valuation Oversight

Expert guidance on board valuation designee frameworks, fair-value pricing methodologies, pricing service evaluations, and liquidity risk management programs across liquid & illiquid assets.

  • Valuation Designee Audits
  • Liquidity Rule 22e-4 Governance
  • Level 3 Asset Back-Testing

Target SEC Registered Fund Segments

Open-End Mutual Funds | Exchange-Traded Funds (ETFs) | Closed-End Funds (CEFs) | Business Development Companies (BDCs)

Board Director Mandate
Consultancy Practice

Strategic Advisory for Funds & Advisers

Leveraging 35+ years of C-suite executive experience at Broadridge, Bear Stearns Funds Management, and fund board rooms to solve complex operational challenges.

Service Provider Selection & RFP Evaluation

Independent guidance on vendor selection, contract negotiation, and service level agreements (SLAs) across mutual fund infrastructure:

  • Transfer Agency (TA) platforms & shareholder recordkeeping
  • Fund Accounting & Custody banking operations
  • Proxy voting infrastructure & distribution processing

AI Deployment & Operational Automation

Helping fund boards and management teams safely evaluate, govern, and integrate practical Artificial Intelligence tools into operational workflows:

  • Safe governance frameworks for AI model adoption
  • Automation of regulatory compliance reporting (Form N-PORT, N-CEN)
  • Streamlining Board Book preparation & compliance summaries
Powered by Gemini 3 Flash, Search Grounding & Gemini Audio/Vision Models

Interactive AI RegTech Suite

Demonstrating practical AI applications for board candidate matching, 1940 Act resolutions, disclosure anomaly scans, grounded SEC search, Section 15(c) fee evaluations, vision audits, and multi-speaker audio dialogue.

⚠️ DEMONSTRATION & REGTECH USE-CASE DISCLAIMER

The AI models, automation workflows, and RegTech tools displayed within this section represent indicative, practical use-cases designed solely for illustrative and demonstration purposes. All analysis, models, and outputs are executed against fictitious or synthetic fund datasets. There is no reference to, utilization of, or connection to any specific active fund complex, including the Cornerstone Funds or any other registered entity.

Board Candidate Mandate Matcher

Evaluates search specifications and generates an executive board alignment briefing using Gemini 3 Flash.

gemini-3-flash-preview
Sample Preset:
Maresca Governance Insights

Boardroom Thought Leadership

Executive commentary providing practical frameworks for fund directors on SEC cybersecurity enforcement, AI model governance, and RegTech implementation.

Featured Whitepaper Series

Strategic Governance: Audit Committee Oversight of AI and Digital Resilience under an Evolving SEC Regulatory Landscape

An executive guide detailing practical oversight metrics for fund directors regarding SEC Regulation S-P cybersecurity safeguards, third-party vendor risk architecture (TPRM), model risk management (MRM) back-testing, and mitigating "AI Washing" in fund disclosures.

Cyber Materiality: Pre-defined board notification triggers vs. SEC Form N-CSR disclosures.
Model Governance: Algorithm drift logs, concept drift checks, and data lineage tracking.
Quarterly Agenda: Structured 4-quarter execution cadence for Audit Committee Chairs.
Published by Maresca Governance Advisors
Career Milestones

Executive Resume & Leadership Record

35+ Years of Leadership in SEC-Registered Funds & Financial Services

Audio Executive Briefing

Listen to Frank Maresca's Executive Summary

Briefing covering candidacy for board positions and senior consultancy opportunities across designated disciplines.

1:15 min

Complete Professional Resume & Bio

Full unabridged executive CV formatted for SEC Nominating Committees.

Independent Director & Audit Committee Chair

NYSE-Listed Closed-End Investment Funds (CLM & CRF)

2020 – Present
  • Serve as Independent Director and Chair of the Audit Committee for $3B+ SEC-registered, NYSE-listed closed-end fund complex.
  • Designated as the board's SEC Audit Committee Financial Expert under Sarbanes-Oxley Section 407, overseeing internal controls, GAAP accounting, independent audit engagements, and financial statement integrity.
  • Lead independent board oversight of annual 15(c) investment advisory contract renewals, fee structures, and expense caps.
  • Oversee board implementation of SEC Rule 2a-5 valuation frameworks, pricing designee reporting, and liquidity risk programs.
  • Successfully initiated an audit firm search resulting in a seamless external PCAOB audit firm transition.

Senior Advisor & Vice President - Mutual Fund Business Development

Broadridge Financial Solutions, Inc. (NYSE: BR)

2018 – 2025
  • Senior Advisor (2022–2025) and VP (2018–2022). Chaired US Fund Regulatory Working Group and advised asset managers on SEC rulemaking.
  • Developed industry templates for SEC Tailored Shareholder Reports (TSR), driving operational efficiency and cost reductions across client complexes.
  • Partnered with fund board trustees, CCOs, and transfer agents to streamline shareholder communications and cost controls.

Executive Vice President / Head of Fund Administration

Equiniti Fund Solutions & Ultimus Fund Solutions

2009 – 2018
  • Created and headed the fund administration division. Served as Principal Financial Officer (PFO) and Treasurer for registered closed-end funds and Business Development Companies (BDCs) holding illiquid investments.
  • Directed closed-end fund servicing, custody oversight, and transfer agency operations across multiple funds under administration.

Executive Director - Global Equities Division

JPMorgan Chase & Co.

2008 – 2009
  • Led executive operational and financial servicing initiatives supporting institutional equity investment platforms and prime brokerage services.

President, Chief Executive Officer & Senior Managing Director

Bear Stearns Funds Management Inc. / Bear, Stearns & Co. Inc.

1987 – 2008
  • Served as Chief Executive Officer of Bear Stearns Funds Management, overseeing multi-billion dollar proprietary registered mutual fund operations.
  • Engaged directly with independent trustees on quarterly financial reporting, audit findings, SEC regulatory filings, and transfer agency operations.

Chief Financial Officer & First Vice President - Director of Fund Administration

Mitchell Hutchins Asset Management Inc. (PaineWebber Group)

1988 – 1992
  • Served as Chief Financial Officer for the mutual fund complex and Principal Financial Officer / Treasurer for PaineWebber Funds and various administration entities.

Assistant Vice President - Asset Management Group

Deutsche Bank Capital Corp.

1984 – 1987
  • Served as Treasurer and Assistant Secretary for proprietary mutual fund complexes and registered closed-end funds.

Audit Senior - Investment Company Specialist

PricewaterhouseCoopers (PwC)

1980 – 1984
  • Conducted statutory audits for SEC-registered investment companies, mutual funds, and financial institutions as a practice specialist.

Community and Non-Profit Service

Bringing Governance Experience to Mission-Driven Organizations

Supporting mission-driven organizations with disciplined financial oversight, collaborative board service, and thoughtfully designed AI-assisted workflows.

HeartShare Education Center

Director & Board Member

Governance and financial leadership for specialized educational programs serving children with autism spectrum disorders and special needs.

Young Musicians of Westchester

Director & Treasurer

Financial reporting, Form 990 compliance, donor fund accounting, and board budget approvals for an educational arts non-profit.

Long Island Artificial Reef Society

Director & Treasurer

Financial oversight and board treasury leadership for marine habitat creation and artificial reef environmental projects.

Board Directorship & Strategic Advisory Inquiries

Start a Confidential Conversation

Frank welcomes confidential conversations regarding selective Independent Director, Audit Committee Chair, Advisory Board, and senior consulting opportunities with registered investment funds, BDCs, and asset management platforms.

Direct delivery to [email protected]
Location: Greater Nashville, TN Area
Phone: 631-479-2956
Direct Email: [email protected]