Independent Fund Directorships
& Audit Committee Financial Expertise
Target Board Roles
Available for election or appointment to 1940 Act Mutual Fund, ETF, CEF, BDC and Private Fund Boards seeking an active, technically proficient member of the Audit Committee and Financial Expert with direct PFO/Treasurer experience.
Overview for Nominating Committees & Search Chairs
Frank Maresca provides independent oversight backed by more than three decades of direct C-suite and board-level experience in the asset management and asset servicing industries.
Directorship Capabilities & Expertise
Audit Committee Chair & SEC Financial Expert
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Active Oversight: Currently serves as Audit Committee Chair and SEC Qualified Financial Expert for NYSE-listed funds with $3B in combined assets under management.
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Audit Firm Rotations & Oversight: Proven track record in structuring and leading independent audit firm evaluation, selection, and transition processes.
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Financial Reporting & Internal Controls: Extensive expertise evaluating complex fund financial statements, NAV calculation oversight, valuation frameworks, and internal control structures.
Regulatory & Fiduciary Governance (1940 Act & Private Funds)
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Contract Evaluations: Expertise and business judgment on the annual review and approval of advisory contracts, sub-advisory fee schedules, distribution agreements, material service provider contracts, and profitability and expense analyses.
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Complex Fund Structures: Expertise spanning BDCs, Closed-End Funds (including discount management and tender offers), ETFs, and illiquid private fund structures.
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Board Best Practices: Active involvement with the Independent Directors Council, ensuring modern governance alignment, best practices and ongoing education of developments impacting registered investment companies and their shareholders.
Summary of Board Experience
| Fund Complex / Organization | Roles Held | Governance Scope |
|---|---|---|
| Cornerstone Funds Complex ($3B combined AUM) | Independent Director, Audit Committee Chair, Financial Expert | NYSE-listed closed-end funds; audit oversight, SEC compliance, 15(c) reviews, committee leadership. |
| Bear Stearns Funds Management Inc. | President, Chief Executive Officer, & Board Executive | Full operational, regulatory, and fiduciary management of proprietary and administered fund complexes. |
| Various SEC-Registered Funds | Principal Financial Officer (PFO) & Treasurer | Certified financial disclosures, SEC filings, and fund treasury operations across multiple fund platforms. |
Qualifications to Serve as an Audit Committee Financial Expert
Decades of financial services executive leadership—including service as Principal Financial Officer (PFO) and Fund Treasurer across fund complexes—directly supporting the five SEC qualifications as an Audit Committee Financial Expert.
| SEC Required Qualification Parameter | Frank J. Maresca Background & Practical Execution |
|---|---|
| 1. GAAP & Financial Statement UnderstandingAn understanding of GAAP and financial statements. | CPA (inactive status) and former Senior Auditor at PricewaterhouseCoopers (PwC). Decades of career experience serving as Principal Financial Officer (PFO) and Fund Treasurer with direct responsibilities and obligations over SEC Form N-CSR, N-PORT, and N-CEN filings. |
| 2. Accounting for Estimates, Accruals & ReservesAbility to assess general application of GAAP to estimates, accruals, and reserves. | Extensive hands-on PFO experience evaluating complex fund accounting policies and their implementation, accruals, corporate actions, fair valuations under Rule 2a-5, and book/tax differences and their impact in determining dividends and distributions to fund shareholders. |
| 3. Preparation / Audit of Financial StatementsExperience preparing, auditing, analyzing, or evaluating financial statements of similar complexity. | Current Audit Committee Chair for NYSE-listed funds ($3B+ combined AUM). Extensive career as Principal Financial Officer (PFO) and Fund Treasurer for multiple registered fund complexes, coupled with senior executive leadership at Broadridge Financial Solutions. |
| 4. Internal Controls over Financial ReportingAn understanding of internal controls and procedures for financial reporting. | Responsible for SOX 302/906 certifications as fund PFO. Extensive experience reviewing SOC 1 Type II and SOC 2 reports from third-party fund administrators, custodians, and transfer agents performing outsourced fund operations. |
| 5. Audit Committee FunctionsAn understanding of audit committee functions and independent auditor oversight. | Multi-year service as Audit Committee Chair. Direct responsibility for hiring independent public accounting firms, setting audit fees, reviewing PCAOB inspection reports, and approving non-audit services. |
Target Fund Vehicles & Specialized Oversight
Tailored fiduciary governance aligned with the unique regulatory and operational demands of specific fund structures.
Mutual Funds
Section 15(c) advisory contract reviews, Rule 22e-4 liquidity classification, Rule 2a-5 fair valuation oversight, and Tailored Shareholder Reports compliance.
Exchange-Traded Funds (ETFs)
Rule 6c-11 ETF governance, custom basket creation/redemption oversight, lead market maker (LMM) performance, and secondary market premium/discount review.
Closed-End Funds (CEFs)
Discount-to-NAV monitoring, managed distribution policies, rights offerings, tender offers, and leverage facility reviews (preferred stock and credit lines).
BDCs & Private Equity / Credit
Level 3 unquoted asset valuation governance, co-investment regulatory order monitoring, incentive fee hurdle mechanics, and leverage limitations.
Why Frank Maresca for Your Board
With over three decades of direct PFO, CEO, and Audit Committee leadership, Frank brings instant day-one mastery of complex fund financials, SEC filings, and 1940 Act compliance.
PwC alumni foundation and SEC SOX 407 qualification ensure independent, incisive scrutiny of independent auditor independence, internal control assertions, and GAAP valuation models.
Combines expertise in independent oversight and skepticism with constructive, professional board dynamics—fostering transparent dialogue with management while fiercely safeguarding shareholder interests.
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Frank J. Maresca
Chief Executive Officer, Maresca Governance Advisors
Independent Fund Director & Audit Committee Chair