Navigating Regulatory Uncertainty

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1 Navigating Regulatory Uncertainty Global Asset Management Group

2 The financial crisis revealed just how dramatically risk management failures can harm investors, jeopardize market integrity and hinder capital formation. As a result, we are focusing in our exams on the risk management as it pertains to the corporate governance and enterprise risk management framework of a firm so we can assess the firm s system of checks and balances. Carlo V. di Florio, Director, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission, at the 2011 IA Watch Annual IA Compliance Best Practices Seminar

3 ASSET MANAGERS FACE UNPRECEDENTED LEVELS OF REGULATORY SCRUTINY The global financial services business continues to experience unprecedented legislative and regulatory change. In addition to extensive new rules, asset managers face unprecedented examination and enforcement activity that shows no evidence of subsiding. Regulatory expectations and rules will continue to emerge, requiring asset managers to further enhance governance, compliance, and risk management programs. In these uncertain times, choosing the wrong course can impede business imperatives, increase costs, and expose firms to formidable regulatory and reputational risk. These challenges require a trusted adviser who understands both the business and regulatory landscapes. You need a partner who: Draws on substantial industry experience to understand your business Knows and understands the changing rules of the game both written and unwritten Works relentlessly to help you achieve your business goals while meeting regulatory expectations and minimizing risk Promontory can help you chart the right course.

4 WHY PROMONTORY? Promontory provides the world s leading financial institutions with incisive and objective advice on regulatory matters, strategic plans, governance, risk management, and compliance, drawing on our unparalleled regulatory credibility and deep industry experience. We help our clients solve their most pressing concerns using teams of highly skilled, seasoned professionals combining: Senior regulatory experience Deep subject matter expertise Practical industry experience in delivering effective and efficient solutions We serve investment advisers and investment companies, broker-dealers, banks and insurance companies with asset management operations, hedge funds, private equity firms, and pension funds. If you need to respond to regulatory action, enhance your compliance program, conduct a trading practices review, improve your securities lending oversight, give comfort to your board, or address any other issue of concern... we deliver practical solutions based on industry and regulatory leading practices.

5 OUR SERVICES: STRATEGIC ADVICE Navigating the post-dodd-frank Act regulatory and legislative environment Conducting regulatory due diligence, assisting with obtaining regulatory approvals, and integrating and rationalizing operations for M&A transactions REPRESENTATIVE ENGAGEMENTS: A leading asset manager engaged Promontory to advise on a range of regulatory reforms, including the Dodd-Frank Act, affecting its asset management business. We helped the firm navigate the impact of new legislation on the firm s business strategy, including: planning for money market fund reform; developing a compensation framework that met business and regulatory imperatives; and reassessing the role and charter of the firm s trust bank in the post-dodd-frank environment. We have conducted credit and regulatory due diligence for private equity investors seeking to make noncontrolling investments in banks. A large asset manager engaged us to advise on integrating its legal and compliance functions with those of a large fund group it was acquiring. We devised a legal and compliance structure consistent with regulatory expectations and industry leading practice, as well as delivering harmonized policies and procedures appropriate for the merged entity. A leading industry trade association engaged us to advise on the impact of Dodd-Frank on its members and how the association could best influence government agencies and regulators on implementation.

6 OUR SERVICES: GOVERNANCE, RISK MANAGEMENT, AND COMPLIANCE Enhancing board and senior management governance and oversight Developing risk management and compliance programs while improving efficiency and effectiveness Improving internal audit review of governance, risk, and compliance effectiveness Integrating asset management issues into enterprise risk management frameworks, particularly for enterprises that combine asset management, banking, and other financial services Conducting trading analyses and other forensic reviews REPRESENTATIVE ENGAGEMENTS: We reviewed the compliance program of a large asset manager under increased regulatory scrutiny. As a result of our findings, we subsequently designed and implemented major enhancements to the firm s compliance program, including improvements to portfolio compliance, surveillance, personal trading, compliance testing, and marketing review processes. At the request of its chief compliance officer, we reviewed trading practices for a leading fund group, including both a qualitative review of its trading controls and a quantitative review of best execution practices using bespoke tools to provide stronger insight into quality of fixed income execution. As a result of our work, the funds board became comfortable with the funds best execution oversight and monitoring effort. A large regional bank subject to an enforcement action from its banking regulators engaged Promontory to review the compliance program of its investment adviser and broker-dealer. We discovered major structural weaknesses in these programs and identified how the bank could correct these weaknesses in advance of regulatory examinations or sanctions.

7 OUR SERVICES: REGULATORY GUIDANCE Helping firms interface effectively with regulators and handle regulatory inquiries effectively Performing anti-corruption program reviews Providing litigation and expert witness support Conducting targeted independent reviews REPRESENTATIVE ENGAGEMENTS: For a quantitative investment adviser, Promontory conducted a comprehensive independent review of the policies, procedures, and processes designed to detect and prevent compliance breaches. This review included how the firm represented its quantitative investment approach in disclosures and its approach to identifying, resolving, and documenting model errors. We have helped numerous asset managers prepare for regulatory scrutiny, including assistance with registration, conducting mock exams, and, in the UK, preparing for Financial Services Authority ARROW reviews. In connection with alleged late trading and market timing through its mutual fund complexes, a leading US banking organization engaged Promontory as an independent compliance consultant pursuant to the terms of a settlement agreement with the SEC to perform a comprehensive review of its supervisory, compliance, and other policies, procedures, and controls. A leading insurance company engaged Promontory to review the effectiveness of its compliance and ethics program in connection with a deferred prosecution agreement (DPA), including compliance with laws and regulations applicable to its asset management business. The company subsequently hired us, without any DPA requirement to do so, to assess implementation of our recommendations and benchmark their compliance program against industry standards and the federal sentencing guidelines.

8 OUR GLOBAL TEAM Including Representative Past Experience Pierre de Saint Phalle Managing Director Managing Director, Chief Legal Officer and Corporate Secretary, iformation Group Partner, Head of Investment Management Group, Davis Polk & Wardwell LLP Ronald J. Gould Managing Director Senior Adviser, UK Financial Services Authority SEVP and Managing Director, AXA Investment Managers Vice Chairman, Barclays asset management businesses Kathleen M. Hamm Managing Director Adviser, American Stock Exchange SVP, Regulation and Compliance, Nasdaq Liffe Markets, LLC Assistant Director, Division of Enforcement, Securities and Exchange Commission Douglas E. Harris Managing Director General Counsel, BrokerTec Futures Exchange LLC and BrokerTec Clearing Corp Partner, Regulatory Risk Services and Derivatives and Treasury Risk Management Groups, Arthur Andersen LLP Senior Deputy Comptroller for Capital Markets, Office of the Comptroller of the Currency

9 Stuart King Managing Director Head of Major Insurance Groups Regulation in respect of insurance and asset management, Financial Services Authority Head of Retail Intelligence and Regulatory Themes, FSA David J. Thelander Managing Director Vice President, Counsel, and Head of Asia Legal Services, Wellington Management Company LLC Senior Vice President, Chief Counsel, Charles Schwab & Co. Senior Counsel, Division of Enforcement, Securities and Exchange Commission Laura S. Unger Special Adviser Commissioner and Acting Chairman, Securities and Exchange Commission Securities Counsel for US Senate Committee on Banking, Housing and Urban Affairs Carlo Comporti Director Acting Secretary General, European Securities and Markets Authority Secretary General, Committee of European Securities Regulators

10 Ralph F. Mittl Director Managing Director and Co-Founder, Patomak Partners LLC Chief Compliance Officer, The Carlyle Group Adam G. Shapiro Director Expert in compliance, risk management, regulatory and governance issues Led the UK Financial Services Authority s retail risk team and developed its approach to hedge fund oversight Rosemary D. Zigrossi Director rzigrossi@promontory.com Vice President, Asset Mix and Risk, Ontario Teachers Pension Plan Vice President, Venture Capital, Ontario Teachers Pension Plan

11 ABOUT PROMONTORY Promontory is a leading strategy, risk management, and regulatory compliance consulting firm for the global financial services industry and is led by our Founder and Chief Executive Officer, Eugene A. Ludwig, former US Comptroller of the Currency. Our professionals have held senior positions at the SEC, NASD (predecessor of FINRA), UK FSA, Australian Prudential Regulation Authority, and all major US banking regulators. Professionals in our Global Asset Management Group have deep and varied expertise gained through experience as leaders of major regulatory bodies and asset managers. We assist our clients in enhancing governance, risk management, compliance programs, and strategic plans, while simultaneously addressing the regulatory concerns and challenges they face. Promontory Office Location Promontory Client Country

12 ATLANTA BRUSSELS DUBAI HONG KONG LONDON MILAN NEW YORK PARIS SAN FRANCISCO SINGAPORE SYDNEY TOKYO TORONTO WASHINGTON, D.C.

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