Loyola University Chicago School of Law, J.D., cum laude, 2005

Augustana College, B.A., cum laude, 2000




American Bar Association

Chicago Bar Association, Chair, Federal Taxation Committee, 2012-2014

National Association of Public Pension Attorneys

Kelley Bender is a partner with Chapman and Cutler LLP and is a member of the Firm’s Corporate and Securities Department and its Private Funds Group. She primarily represents institutional investors of private equity funds, hedge funds, real estate funds, infrastructure funds, and other private investment funds. Kelley has assisted clients looking to maintain greater control over their alternative investment assets in negotiating separately managed accounts with large asset managers, as well as creating unique fund-of-one structures. She also advises the Firm’s registered investment adviser and investment company clients on a variety of matters, including fund formation and regulatory compliance.

Kelley started her career in the Tax Department at Chapman where she provided tax planning assistance to the Firm’s institutional clients, particularly in the areas of lending, partnerships, investment companies, equipment leasing and employee benefits. 

In addition, Kelley is active in the Firm’s pro bono and charitable efforts. In particular, she has advised numerous organizations on their formation and qualification as section 501(c)(3) tax-exempt entities, and she speaks frequently on the subject. 


  • Co-Author, "Illinois Courts Have Difficulty with the Effect of Dissolution on an LLC's Existence," Journal of Passthrough Entities, May–June 2017.
  • Co-Author, “Distressed Debt and the US OID Rules: An Intricate Web for the International Investor,” Derivatives & Financial Instruments, No. 4, Volume 15, July/August 2013.
  • Co-Author, “Sole Discretion under Delaware Law: A Primer,” Journal of Passthrough Entities, May–June 2012 (reprinted in the May newsletter of the National Association of Public Pension Attorneys).
  • Co-Author, “First Steps — Proposed Regulations on Series LLCs Provide Clarity,” Journal of Taxation, December 2010.


  • “An Introduction to the Key Formation, Organizational and Operational Issues of Section 501(c)(3) Organizations,” Chicago Bar Association Federal Taxation Committee, February 2014.
  • “501(c)(3) Tax Exemption: Creating a Charity - The Process and the Law,” Goodcity, Chicago, Illinois, September 2013.
  • “Private Investment Funds - Hot Topics,” Client Presentation, November 2012.
  • “Circular 230: New Proposed Regulations,” Chicago Bar Association Federal Taxation Committee, October 23, 2012.
  • “Tax Issues - Forgiveness, Cancellation and Modification of Debt,” Chapman and Cutler LLP, June 2012.
  • “501(c)(3) Tax Exemption: Creating a Charity - The Process and the Law,” Goodcity, Chicago, Illinois, May 2012.
  • “Reconsidering Private Equity Investments in LLCs,” Chicago Bar Association Subcommittee on Private Equity, Corporation and Business Law Committee, September 2009.
  • “Reconsidering Private Equity and Venture Capital Investments in LLCs as Portfolio Companies,” ABA Annual Meeting for the Section of Business Law Private Equity and Venture Capital Committee, August 2009.
  • "Tax Issues for Transactional Lawyers," Chapman and Cutler LLP, July 2013.
  • “Developments and Trends in Private Investment Funds,” Client Presentation, May 2012.
  • “Tax Issues in Cross-Border Financing Transactions,” Chapman and Cutler LLP, April 2012.
  • “Preserving the Rights of Limited Partners — A New Look,” Client Presentation, April 2012.
  • Forming a 501(c)(3),” Chapman and Cutler LLP, March 2012.

Honors & Awards

Chapman and Cutler LLP Pro Bono Achievement Award, 2009

Chapman and Cutler LLP Pro Bono Honor Roll, 2006-2011

Recognized as a “Rising Star” by Illinois Super Lawyers in 2015