Thacher Proffitt & Wood announced new partner and counsel

Thacher Proffitt & Wood LLP announced that Steven R. Howard has joined the firm effective January 28, 2005. Howard is a partner in the Corporate and Financial Institutions Practice Group, resident in the New York City office. In addition, Thomas M. Majewski joined as counsel in the Corporate and Financial Institutions Practice Group, also resident in the New York office.

?Steve and Tom are tremendous additions to our growing practice,? said Paul Tvetenstrand, managing partner of Thacher Proffitt. ?We now have a premier ?40 Act and investment fund practice that will enhance our corporate, banking and financial institutions, structured finance, CDO and derivatives practices.?

Howard is the former co-head of the Investment Funds Practice Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP. He has more than 24 years of experience advising domestic and international investment advisers and investment funds on all aspects of their businesses. He has advised numerous domestic and international clients on how to organize, structure, register and operate investment funds. He represents both public and private funds, registered and unregistered hedge funds, open-end and closed-end mutual funds, offshore funds, banks, trust departments, common and collective trust funds, master-feeder funds, funds of funds, and investment management firms.

Howard has extensive experience with the organization of investment funds, registration of public funds under the Investment Company Act, fund mergers and acquisitions, bank fund conversions and fund rights offerings. He also frequently advises clients on the acquisition and sale of investment advisers and fund service providers. He routinely advises clients on the negotiations concerning investment management agreements.

Howard frequently represents the independent directors of public companies on all aspects of their fiduciary duties, including their responsibilities under the Sarbanes-Oxley Act. Steve has extensive experience negotiating complex management issues on behalf of independent directors. Steve advises many clients on issues relating to bank sales of funds, Investment Company Act compliance matters, prospectuses, fund distribution arrangements and management fees, fund contracts, fund advertising, fund board of directors' meetings, investment adviser compliance, and Securities and Exchange Commission no-action letters and exemptive orders.

Howard has advised numerous global funds on the foreign custody requirements of the Investment Company Act and supervises an 80-country survey of foreign country securities custody laws. He has organized and continues to represent many of the world's largest emerging markets infrastructure funds. He has been actively engaged in new investment product development, including exchange-traded funds, multi-tier funds, funds of funds, affinity funds, asset allocation products and innovative distribution arrangements.

Howard?s practice includes extensive inadvertent investment company analysis for non-fund issuers seeking exemption from the Investment Company Act of 1940. His practice also includes representing clients that are subject to regulatory inquiries, examinations and disciplinary hearings before the Securities and Exchange Commission and the Office of the Comptroller of the Currency.

Howard is a graduate of the University of Pennsylvania Law School (J.D., 1982) where he was a Law Review Articles Editor. He received an M.A. in 1977 and an M.Phil. in 1979 from Columbia University Graduate School, and a B.A. from the University of Wisconsin in Madison in 1975.

Majewski has more than 11 years of experience advising investment advisers and investment funds on all aspects of their businesses, most recently as an associate with Paul, Weiss, Rifkind, Wharton & Garrison LLP. He advises clients on how to organize, structure, register and operate asset management firms and investment funds. He advises clients on registration, and ongoing regulatory and compliance matters under the Investment Advisers Act of 1940 (the ?Advisers Act?) and the Investment Company Act of 1940 (the ?Investment Company Act?).

He represents both public and private funds, open-end and closed-end mutual funds, hedge funds, offshore funds, banks, and investment advisers.

Majewski has extensive experience with the organization of investment funds, registration of public funds, fund mergers and acquisitions, Securities and Exchange Commission audits of investment funds and investment advisers. He also advises clients on the acquisition and sale of investment advisers.

Majewski also advises non-fund clients on whether they are inadvertent investment companies under The Investment Company Act. These non-fund clients include private investment funds, real estate investment vehicles, securitization vehicles, finance subsidiaries, oil and gas companies and transient investment companies.

Majewski is a graduate of New York Law School (J.D., 1994). He received a B.S. in accounting from Rutgers University in 1988 and is also a Certified Public Accountant.