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 and Investment Management Group. She primarily represents institutional investors of private equity funds, hedge funds, real estate funds, infrastructure funds, collective investment trusts, and other private investment funds. Kelley has assisted clients looking to maintain greater control over their investment assets in negotiating separately managed accounts with large asset managers, as well as creating unique fund-of-one structures. She also has represented sponsors of private investment funds, with a special emphasis on marketplace lending funds. Kelley has represented many new fund managers and guided them through the formation and offering process. 

Kelley also advises the firm’s registered investment adviser and investment company clients on a variety of matters, including fund formation and regulatory compliance. In particular, she has extensive experience advising on the development and operation of exchange-traded funds.

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. She is also active in the firm's recruiting efforts for its Summer Associate Program and Finance Law Development Program, and she currently serves as the chair of the firm's Employment Committee.


  • Co-Author, “TriBar Opinion Committee Issues Report on Limited Partnership Legal Opinions,” Journal of Passthrough Entities, January-February 2019
  • Co-Author, "Parameters of Delaware’s Implied Contractual Covenant of Good Faith and Fair Dealing Further Refined," Journal of Passthrough Entities, September–October 2018
  • Co-Author, "Uniform Law Conference Adopts a Uniform Protected Series Act," Journal of Passthrough Entities, September–October 2017
  • 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, “Adopting Corporate Terms in an LLC Agreement, or “Be Careful What You Ask For: You Might Get It!,” Journal of Passthrough Entities, January–February 2017
  • Co-Author, “The Duty of Disclosure of a General Partner Under Delaware Law,” Journal of Passthrough Entities, September–October 2016
  • Co-Author, “Delaware Jurists Speak Out on Partnership and LLC Agreements: Freedom of Contract and Waiver of Duties,” Journal of Passthrough Entities, January–February 2015
  • Co-Author, “Distressed Debt and the US OID Rules: An Intricate Web for the International Investor,” Derivatives & Financial Instruments, 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


  • "Trends in Private Equity Fund Investments," ACIC Spring Investment Forum, April 2019
  • "Case Law Update (Non-Delaware)," ABA Business Law Section LLC Institute, October 2018
  • “What’s the Deal? The Impact of Fund Structures and Strategies on Fund Finance Terms,” Chapman and Cutler LLP CLE Marathon, May 2017
  • “Dissolution, Winding-­up, Termination of an Unincorporated Entity,” ABA Business Law Section Spring Meeting, April 2017
  • “What is an Operating Agreement and Why Do We Care?,” ABA Business Law Section LLC Institute, November 2015
  • “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
  • “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

  • Named one of Law Bulletin Publishing Company's 2015 "40 Illinois Attorneys Under 40 to Watch"
  • Recognized as a “Rising Star” by Illinois Super Lawyers in 2015
  • Chapman and Cutler LLP Pro Bono Achievement Award, 2009
  • Chapman and Cutler LLP Pro Bono Honor Roll, 2006-2011