New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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.
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New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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.
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New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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
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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.
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New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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
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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.
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New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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.
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New York, New York
TUESDAY, DECEMBER 10, 2013
(All times Eastern Standard Time)
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
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