1:00 pm 1:05 pm Welcome and Overview of the Program Presented by Diane Ambler Ms. Ambler, a partner in the Washington, D.C. office, has substantial experience in financial institution regulation under federal securities laws, including the USA PATRIOT Act and the Sarbanes-Oxley Act. She focuses her practice on mutual fund governance, compliance activities of mutual funds, private funds and variable insurance product issuers and distributors, and activities of related service providers. She may be reached at 202.778.9324 or diane.ambler@klgates.com. 1:05 pm 2:05 pm Hot Topics in Investment Adviser and Broker-Dealer Regulation Presented by Diane Ambler, Moderator, Cary Meer, C. Dirk Peterson, András P. Teleki and Young Lee, MacKay Shields Fund Raising Fee Structuring and Marketing Broker-Dealer Status Marketing Rules FCPA UK Anti-Bribery Advisers Act and State and Local Pay-to-Play Red Flags and Privacy Social Media Custody Issues Ms. Meer is a partner in the Washington, D.C. office and a member of the Investment Management practice group. She provides compliance advice to registered investment advisers and assists firms in registering as investment advisers, commodity pool operators and commodity trading advisors. She also structures and organizes private investment companies, including hedge and private equity funds and funds of funds. She presently serves on the Washington, D.C. Education Committee for 100 Women in Hedge Funds and is an Editorial Advisory Board Member for Money Manager s Compliance Guide. She is also a member of the CPO/CTA Steering Committee of the Managed Funds Association. She may be reached at 202.778.9107 or cary.meer@klgates.com. Mr. Peterson, a partner in the Washington, D.C. and New York offices, focuses his practice on securities regulatory issues affecting public and private investment companies, broker-dealers, investment advisers, commercial banks, and insurance companies. Mr. Peterson advises financial institutions on the application of federal and state securities laws, as well as self-regulatory organization rules, in connection with the structuring and distribution of securities products. He may be reached at 202.778.9886 or dirk. peterson@klgates.com. 1
Mr. Teleki, a partner in Washington, D.C. office, focuses his practice on regulatory compliance issues facing registered investment companies, including mutual funds and closed-end funds, brokerdealers, investment advisers, unregistered funds, variable insurance product issuers and distributors, and related service providers. He also advises financial institutions on anti-money laundering and OFAC issues. Mr. Teleki also has experience in corporate governance and Sarbanes-Oxley issues. He may be reached at 202.778.9477 or andras.teleki@klgates.com. Mr. Lee currently serves as Senior Managing Director and General Counsel of MacKay Shields LLC, a registered investment adviser that manages approximately $80 Billion in assets for a wide array of global clients in income-oriented investment strategies. Prior to this role he was General Counsel at Principled Capital Management, LLC, a $2 Billion hedge fund manager specializing in long-short investment strategies. Previously, Mr. Lee was Chief Legal Officer at Oppenheimer Capital LLC, where he led the launch of its successful alternative investment strategies initiative. In 2009, Mr. Lee was awarded the CFA charter, a designation that is globally recognized as being the highest set of credentials in the investment management industry. Since then, Mr. Lee has been an outspoken advocate for the CFA Institute. Mr. Lee received his BA from Cornell University in Government and Sociology, cum laude, and received his JD from New York University School of Law. He may be reached at young.lee@mackayshields.com. 2
2:05 pm 3:05 pm SEC Asset Management Unit and Exam Program Areas of Focus for 2014 Presented by Diane Ambler, Luke T. Cadigan and Stephen J. Crimmins SEC Changes and New Approaches to Enforcement Asset Management Unit Cases and Initiatives Whistleblowers, Cooperation, and Administrative Proceedings Tips for Dealing with the Enforcement Staff Trends in the SEC s Exam Program Office of Compliance Inspections and Examinations Priorities for 2014 Tips for Dealing with the Exam Staff Mr. Cadigan is a partner in the Boston office who is an experienced trial attorney and litigator. He concentrates his practice on securities enforcement matters, internal investigations, regulatory compliance, and related litigation. Prior to joining K&L Gates, Mr. Cadigan was an Assistant Director in the Enforcement Division of the Securities and Exchange Commission, serving that role in both the Boston Regional Office and in the SEC s Foreign Corrupt Practices Act Unit. He managed investigations conducted by staff attorneys and accountants into, among other things, matters relating to investment advisers, broker-dealers, insider trading, accounting fraud, offering fraud, and whistleblower complaints. Mr. Cadigan also oversaw investigations into potential FCPA violations and, serving as a member of the agency s Cross-Border Working Group, supervised investigations into the accounting practices of Chinese and other foreign companies trading on US markets. He may be reached at 617.261.3118 or luke.cadigan @klgates.com. Mr. Crimmins is a partner in the New York and Washington, D.C. offices who represents clients in enforcement investigations and litigation conducted by the Securities and Exchange Commission and other financial services regulators, as well as in private securities litigation. He also leads internal investigations and counsels on regulatory compliance, corporate governance and other SEC-related issues. Mr. Crimmins practiced with the SEC for 14 years, eight of which were in senior management. As the Deputy Chief Litigation Counsel of the SEC s Enforcement Division in Washington, D.C. from 1993 until 2001, he was one of 11 members of the Senior Executive Service at division headquarters. Mr. Crimmins co-managed a unit of 25 first-chair trial attorneys representing the SEC in hundreds of securities cases in the federal courts and in administrative proceedings. He also consulted on SEC investigations, participated actively in settlement negotiations, and served as an adviser to attorneys in SEC regional offices. Mr. Crimmins joined the SEC as a trial attorney in 1987 and continued to litigate and try cases for the agency after his promotion to senior management in 1993. He began his career at a large New York law firm after studying law at Columbia. He may be reached at 202.778.9440, 212.536.3987 or stephen.crimmins@klgates.com. 3
3:05 pm 3:15 pm Break 3:15 pm 4:15 pm Advanced Topics in Hedge Fund Regulation Presented by Richard Guidice, Jr., Joshua O Melia, Adam Tejeda and Kelly Ireland, LionEye Capital Management, LLC JOBS Act / Lifting the Ban on General Solicitation Form D and Rule 156 Proposed Amendments Reg. D Bad Actor Rules and Compliance Challenges Tax Updates Applicable to Hedge Funds Mr. Guidice, a partner in the New York and Seattle offices, concentrates his practice in the investment management and securities areas, with a particular emphasis on hedge funds and compliance-related matters. He regularly advises clients (including investment advisers, private domestic and offshore investment funds, broker-dealers and financial institutions) on structuring, organization, distribution, compliance and other regulatory issues. He also assists clients undergoing SEC investigations and examinations. He may be reached at 212.536.3982 or richard.guidice@klgates.com. Mr. O Melia is an associate in the New York office, where he concentrates his work in the investment management practice, with a particular emphasis on hedge funds, private equity funds and compliance-related matters involving investment advisers and brokerdealers. He advises clients (including investment advisers, private domestic and offshore investment funds, broker-dealers and financial institutions) on structuring, organization, distribution, regulatory and compliance issues. He also assists clients undergoing investigations and examinations by the SEC and other regulatory organizations. He may be reached at 212.536.4078 or joshua.omelia@klgates.com. Mr. Tejeda, a partner in the New York office, counsels clients on a wide range of tax matters associated with domestic and international business transactions. He focuses his practice primarily on tax planning in connection with inbound and outbound investments; cross-border financings; domestic and cross-border mergers and acquisitions; corporate and tax aspects of joint ventures and other partnership issues; hedge fund and private equity fund structures; tax planning with respect to the tax consequences of overseas operations of U.S. multi-nationals; and internal reorganizations. In addition, Mr. Tejeda has represented clients on contested matters with the Internal Revenue Service and similar state taxing authorities. He may be reached at 212.536.4888 or adam.tejeda@klgates.com. 4
Kelly Ireland is the Chief Financial Officer of LionEye Capital Management, LLC. Mr. Ireland has 17 years of experience working with hedge funds and has held CCO, CFO, COO and Investment Analyst roles at prior funds. Mr. Ireland has significant experience working with early stage hedge funds and business development strategy. Prior to joining LionEye, Mr. Ireland was a Managing Director of HedgeServ Corporation, a leading fund administrator, where he held a multi-faceted sales role, working with communication strategy and creating brand awareness while sourcing and closing new business. Previously, Mr. Ireland served as CFO of Trivium Capital Management, LLC a global long-short hedge fund. Mr. Ireland also held COO and CCO responsibility for Trivium. Mr. Ireland has worked for the investment arm of a billionaire entrepreneur s family office, helped launch a long-short technology-focused hedge fund and worked as CFO for a multi-strategy hedge fund. Mr. Ireland started his career in alternative investments with Bank of Butterfield (Cayman) Limited working in the bank s hedge fund administration group. He may be reached at kireland@lioneyecap.com 4:15 pm 5:15 pm Current Issues in CPO Regulation and U.S. and E.U. Swaps Regulation: Update and Practical Considerations Presented by Sean P. Donovan-Smith, Cary Meer, Anthony Nolan and Brendan Kalb, AQR Capital Management, LLC Mr. Donovan-Smith is a partner in the London office. He is a financial services lawyer with over 15 years experience in the financial services industry, having acted for a range of clients including funds, managers, advisers, and institutional investors. Mr. Donovan-Smith focuses his practice in financial services and markets regulatory advice, regulatory enforcement and investigations, advising on regulated and unregulated funds, and the international marketing of funds and other financial products. He may be reached at +44.(0)20.7360.8202 or sean.donovan-smith@klgates.com. Mr. Nolan, a partner in the New York office, specializes in domestic and cross-border securitization, structured finance, structured products and derivatives. He has broad familiarity with synthetic, cash-flow and market value CDOs, large loan CLOs, mortgage-backed and asset-backed securities and asset-backed commercial paper programs as well as servicing retained wholeloan sales. Mr. Nolan has represented issuers, underwriters, servicers, bond insurers and others in a wide variety of whole-loan sales and asset-backed securities issuances, including registered offerings, private placements, offshore offerings and cross-border structured financings. He may be reached at 212.536.4843 or anthony.nolan@klgates.com. 5
Brendan R. Kalb is Vice President and Associate General Counsel at AQR Capital Management, LLC, an investment manager based in Greenwich, Connecticut, with approximately $40 billion under management. Prior to joining the Legal team at AQR in February 2004, Mr. Kalb worked at a New York law firm as an Associate in their Investment Management Group where he regularly represented investment companies, investment advisers and broker-dealers. Mr. Kalb has extensive experience in issues relating to the establishment and ongoing operation of hedge funds and funds of funds (U.S. and Offshore) as well as private equity funds investing in the U.S. and abroad, including emerging markets. He also worked for another law firm as an Associate in the firm s Financial Services and Investment Management Department, where he dealt in related matters with respect to investment advisers, including commodity pool operation, management company structuring, fund marketing, employment agreements, joint ventures and seed capital arrangements. Brendan received his JD from Cornell Law School in 2000 and graduated magna cum laude with a BA in International Relations & Economics from the University of Pennsylvania in 1997. Brendan is an active member of the Managed Funds Association s SEC Advisor Regulation Subcommittee as well as the Investment Company Institute s Equity Markets and Derivatives Markets Advisory Committees. He also sits on the Board of Advisors of the Institute for Law & Economics, a joint research center of the Law School, the Wharton School and the Department of Economics at the University of Pennsylvania. He may be reached at brendan. kalb@aqr.com. 5:15 pm 6:45 pm Reception 6