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Hedge Fund Management 2013


Speaker(s): Andrew N. Siegel, Caroline Williams, Harry Jho, Jessica A. Davis, Marc Wyatt, Michael J. Drayo, Michael Treisman, Nora M. Jordan, Norm Champ, Scott Weisman, Stephanie R. Breslow, Stuart J. Kaswell, Susan C. Ervin, W. Danforth Townley
Recorded on: Sep. 12, 2013
PLI Program #: 42552

Harry Jho is a Partner at Harry Jho LLC. Since 2001, Mr. Jho has worked for leading buy and sell side firms in the area of securities finance and trading. For the sell side, Mr. Jho has advised major prime brokers in structuring their product platforms and drafted the form of prime brokerage agreement most commonly used by the leading primes. Mr. Jho has advised also major dealers on matters relating to termination and credit loss. For the buy side, Mr. Jho has helped several leading hedge funds implement their documentation strategy with respect to ISDAs, Prime Brokerage, Securities Lending, Repo and Master Confirmation Agreements. For the industry, Mr. Jho advises ISDA on equity derivatives matters. He has advised ISDA on various US and European Master Confirmation Agreements, the 2011 ISDA Equity Derivatives Definitions, and the Equity Matrices. Most of the flow OTC equity derivatives contracts in use today are based, in whole or in part, on forms produced by Mr. Jho.

During the course of his career, Mr. Jho has helped to define the negotiation posture taken industry-wide by both hedge funds and banks with respect to the key aspects of their prime brokerage and term financing relationships. At Bank of America, Mr. Jho was the lead attorney responsible for Equity Finance transactions (covering Prime Brokerage and Equity Financing Derivatives) and oversaw the Bank’s implementation of its Arranged Finance, Fixed Income PB and Portfolio Margining platforms. In 2006, Mr. Jho was awarded special commendations from both the Legal and Credit Risk departments of Bank of America for handling the bank’s response to the Amaranth crisis. Mr. Jho is a frequent speaker on topics relating to derivatives and prime brokerage.

Mr. Jho holds a J.D. from Yale Law School and graduated Phi Beta Kappa, with Highest Distinction, from the University of Michigan. He was formerly associated with Davis Polk & Wardwell and was a Principal and Assistant General Counsel at Bank of America. Mr. Jho is the author of An Index of ISDA Terms, published in 2007 by ISDA. Mr. Jho is also a member of the bar of the US Court of Appeals for the Second Circuit, having argued several appeals before that court.


Scott joined PwC in July 2013 and assists financial services clients – primarily advisers to hedge funds, private equity funds, and registered investment companies – in a wide variety of securities regulatory compliance matters.  Scott’s areas of focus include: leading regulatory practices for advisers, SEC examination readiness, compliance program development and risk management, and regulatory reporting.

Scott has deep securities regulatory experience, having served for more than 11 years in the SEC’s Division of Enforcement, most recently as an Assistant Director.  In that role, Scott helped form and lead the agency's Asset Management Unit, an 80-person national specialized group focusing on misconduct involving hedge funds, private equity funds, and investment companies.  Scott collaborated extensively with other SEC divisions and law enforcement agencies on asset management priority areas and emerging risks, and developed a highly successful initiative to detect hedge fund fraud through the use of proprietary risk analytics.  Scott also supervised a number of significant investigations concerning improper conflicts of interest, valuation, disclosure, fees, and trading practices.

Scott holds an LL.M. degree in Securities and Financial Regulation from Georgetown University, a J.D. from American University, and B.A. from the University of Pennsylvania.


Jessica A. Davis, Esq. is the Chief Operating Officer and General Counsel of Lodge Hill Capital, LLC, an SEC registered investment manager advising long/short equity hedge funds.

Prior to joining Lodge Hill, Jessica spent ten years as General Counsel and Chief Compliance Officer at Protégé Partners, LLC, an SEC registered asset management firm specializing in investing with smaller, niche hedge funds globally.  Jessica additionally served as Co-head of Protégé’s Operational Due Diligence Team, overseeing the initial and ongoing operational due diligence for all hedge funds in which the firm’s funds invested, and was a member of Protégé’s Management Committee.

Previously, Jessica also worked as an Associate in the Investment Management Group of Davis Polk & Wardwell, where she advised a wide range of clients on various issues relating to the formation, development and operation of private equity funds, hedge funds, funds of funds and registered investment companies.

Jessica received a J.D. from Vermont Law School and a B.S. from the University of Rhode Island.  She is admitted to the New York State Bar.  Jessica is currently on the Board of Advocates for Children of New York, a non-profit advocacy group dedicated to ensuring that all children have access to a quality education.


Marc Wyatt was named Director of the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) and its National Exam Program in November 2015. Marc joined the SEC in 2012 as a senior specialized examiner, focusing on hedge funds and private equity, and was the national co-chair of OCIE’s Private Fund Specialized Working Group.  Marc participated in the creation of the Private Fund Examination Unit in OCIE and served as co-head.  In October 2014, he was named OCIE’s Deputy Director, leading the office’s Technology Controls Program.  Marc began serving as OCIE’s Acting Director in April 2015 before being named the Director.

Before coming to the SEC, Marc was a principal and senior portfolio manager of a global multi-strategy hedge fund.  Prior to that, he was a senior investment banker in the U.S. and U.K. 

Marc is a Chartered Financial Analyst and holds a B.S. in economics from the University of Delaware and M.B.A. from Duke University’s Fuqua School of Business.


Michael Drayo is Senior Counsel at The Vanguard Group, Inc., an SEC registered investment adviser with more than $2 trillion in assets under management. At Vanguard, Michael focuses on CFTC and SEC derivatives rules impacting portfolios advised by Vanguard. He also provides advice on fund issues arising under the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Since 2010, he has co-authored more than a dozen comment letters submitted to federal regulators by Vanguard on derivatives rules proposed under the Dodd-Frank Act. Prior to joining Vanguard in 2007, he was in private practice for 6 years at the Philadelphia, Pennsylvania law firm of Ballard, Spahr, Andrews & Ingersoll, LLP where he concentrated on regulatory issues affecting mutual funds. He earned a bachelor's degree in economics from Syracuse University in 1997 and his law degree from Syracuse University College of Law in 2001.


Norm Champ is the Director of the Division of Investment Management of the U.S. Securities and Exchange Commission.

Since his arrival to the Division in 2012, Mr. Champ has introduced “IM Moving Ahead,” a comprehensive self-assessment and revitalization of the Division to transform it into a continuous improvement organization. As part of this effort, IM established the new Risk and Examinations Office to analyze data and developments in the asset management industry.  This initiative includes an enhanced dialogue with industry participants and a review of new products and practices in important asset management firms.  This effort has led to an extensive reorganization to eliminate silos and streamline processes, a new website, and numerous new resources for the Division.  Under his leadership, the Division has recommended, and has had the Commission successfully approve, several significant rules relating to identity theft protection, proprietary trading, principal trading, proposed money market fund reform, credit rating reference removal and other issues.

Prior to joining the Division of Investment Management, Mr. Champ was the Deputy Director of the Office of Compliance Inspections and Examinations of the SEC and the Associate Regional Director for Examinations in the New York Regional Office of the Commission. While Deputy Director of OCIE, Mr. Champ served in various capacities including supervising the national broker-dealer, investment adviser/investment company, credit rating agency examination programs and Chief Counsel office.  Mr. Champ has participated in the Commission’s international technical assistance program in Saudi Arabia and Abu Dhabi. Mr. Champ has received SEC Chairman’s awards for Dodd-Frank Implementation (2011), Labor-Management Relations (2011), and Quantitative Analytics (2013).

Mr. Champ is a Lecturer on Law at Harvard Law School where he teaches Private Fund Investment Management Law. He has been a panelist on securities law topics at many forums including the Commission, the Practicing Law Institute, SIFMA, MFA, the Saudi Central Bank, the New York City Bar Association, Princeton University, the International Bar Association and other organizations.

Before joining the staff of the Commission in 2010, Mr. Champ was Executive Vice President and General Counsel of Chilton Investment Company, an investment adviser to long/short equity hedge funds and managed accounts. From 2006 to 2009, Mr. Champ was a member of the Board of Directors of the Managed Funds Association, an alternative investment industry trade group, and was Chair of its Investor Protection Task Force.  Prior to joining Chilton in 1999, Mr. Champ was with the law firm of Davis Polk & Wardwell.  From 1990 to 1992, Mr. Champ clerked for the Honorable Charles S. Haight, Jr., of the U.S. District Court for the Southern District of New York.

Mr. Champ has an A.B. in History from Princeton University and a J.D. from Harvard Law School. He was a Fulbright Scholar at King’s College in London where he received his M.A. in War Studies.


Practice Areas

Caroline Williams is based in Walkers' Cayman Islands office where she is a partner in the firm's Global Investment Funds Group and Global Corporate Group. She has a broad private funds practice specialising in both hedge funds and private equity. Caroline has extensive experience advising private equity fund sponsors on the structuring and formation of funds and co-investment and alternative investment vehicles and the completion of transactions undertaken by them.

Caroline has broad experience advising on the sale and purchase of portfolio investments and advising on secondary transactions. Her practice also encompasses advising on initial public offerings, mergers and acquisitions, joint ventures and corporate reorganisations. Caroline acts for leading financial institutions, investment managers, including institutional sponsors of private equity and hedge funds, and also boutique and start up managers.

Admitted in

Cayman Islands

England and Wales (not practising)

Qualifications

Honours Degree in Law, University of Cambridge, England.

Prior Employment Experience

Caroline trained as a solicitor with Linklaters, London where she remained after qualification in 1996, working in Linklaters' International Finance Department. Caroline advised there on a wide range of capital markets and structured finance transactions.

Boards and Associations

Caroline is a member of the Law Society of England and Wales and a frequent speaker at industry events. Her recent engagements include:

  • The International Bar Association's 16th Annual International Conference on Private Investment and Funds: Regulatory Enforcement, 9 March 2015, London
  • The International Bar Association’s 14th Annual International Conference on Private Investment Funds: Conflicts and Other Ethical Issues for Fund Counsel, 11 and 12 March 2013, London
  • Practising Law Institute (PLI) – Hedge Funds: Strategies and Structures for an Evolving Marketplace: Hedge Fund Structures, annual seminar in October 2010 and September 2011, 2012, 2013, 2014 and 2015 in New York City, New York
  • Practising Law Institute (PLI) - Eleventh Annual Private Equity Forum: U.S. Tax Issues Driving Private Equity Fund Structuring, 12-13 July 2010, New York City, New York
  • Financial Research Associates, LLC (FRA) - Hedge Fund Regulation and Compliance: Investor Concerns: Redemptions, Gates and Side Letters, 2 February 2010, New York City, New York

Other Distinctions

Caroline is consistently ranked as a leading lawyer in prominent legal directories, including the Chambers Global Guide, Legal 500, IFLR 1000, International Who’s Who of Private Funds Lawyers and Legal Media Group's Guide to the World's Leading Lawyers. Most recently, Caroline was recognised as being "phenomenal" and "incredibly responsive, commercial and knowledgeable" as well having an “an especially strong work ethic” in the 2015 edition of the Legal 500 directory. She was recognised in the 2016 Legal 500 directory as being able to "both advise on complex issues and defuse difficult situations". The 2015 Chambers Global Guide noted that Caroline Williams “has a great personality and is a pleasure to work with – she handles difficult situations very well”. The 2016 Chambers Global Guide noted that clients "value and respect her advice in relation to complex structuring matters".

Publications

  • April 2016: "The Truth About Cayman" – Private Equity International
  • 2016: "Mergers and Acquisitions Report 2016 – Cayman Islands" - IFLR
  • October 2014: “New Legislation Modernizes the Law Governing Cayman Islands Funds” – Debevoise & Plimpton Private Equity Report
  • November 2013: Practical Law's "Private Equity in the Cayman Islands: Market and Regulatory Overview"
  • April 2013: "Private Equity Roundtable" – Financier Worldwide
  • May 2012: "The PE Push in Africa" – The Deal magazine
  • April 2012: "Private Equity Roundtable" – Financier Worldwide
  • April 2011: "A Comparison by Practitioners of Delaware and Cayman Islands Limit


Stephanie R. Breslow is a partner at Schulte Roth & Zabel, where she is also co-head of the Investment Management Group and a member of the Executive Committee. Her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (hedge funds, hybrid funds) and private equity funds (LBO, mezzanine, distressed, real estate, venture), as well as providing regulatory advice to investment managers and broker-dealers. She also represents fund sponsors and institutional investors in connection with seed capital investments in fund managers and acquisitions of interests in investment management businesses, and represents funds of funds and other institutional investors in connection with their investment activities.

Stephanie is a sought-after speaker on fund formation and operation and compliance issues, and also regularly publishes books and articles on the latest trends in these areas. She co-authored Private Equity Funds: Formation and Operation published by Practising Law Institute, contributed a chapter on “Hedge Funds in Private Equity” for inclusion in Private Equity 2005-2006 (PLC Cross-border Handbooks) and co- wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions and New York Limited Liability Companies: A Guide to Law and Practice, both published by West Publishing Co.

Currently the secretary of the Investment Funds Committee of the International Bar Association, Stephanie is also a founding member and former chair of the Private Investment Fund Forum, a former member of the Steering Committee of the Wall Street Fund Forum and a member of the Board of Directors of 100 Women in Hedge Funds.

Stephanie was named one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds and is  listed in Chambers USA, Chambers Global, The Legal 500 United States, Best Lawyers in America, America’s Leading Lawyers, Who’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), IFLR Best of the Best USA (Investment Funds), IFLR Guide to the World’s Leading Investment Funds Lawyers, IFLR Guide to the World’s Leading Women in Business Law (Investment Funds), IFLR Guide to the World’s Leading Private Equity Lawyers, and PLC Cross-border Private Equity Handbook, among other leading directories.

Stephanie earned her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Harvard University.

Practices:

Financial Institutions Hedge Funds Investment Management Private Equity


Stuart J. Kaswell is MFA’s Executive Vice President & Managing Director, General Counsel. In his role as chief legal officer, Stuart represents the hedge fund industry on domestic and international legislative and regulatory policy issues. Stuart works directly with MFA’s President & CEO to oversee all legal aspects of the Association’s legislative and regulatory policy initiatives in Washington and around the world.

Prior to joining MFA, Stuart was Partner in Bryan Cave’s White Collar Defense & Investigations, Securities Litigations & Enforcement practice groups and focused on issues including financial services regulation and short sale regulation. Previously, Stuart was Partner in the financial services group at Dechert, LLP. Stuart was Senior Vice President and General Counsel, Securities Industry Association for nearly a decade (1994-2003) serving as chief legal officer and responsible for all legal and regulatory matters. Prior to that, he was Republican (Minority) Counsel, Committee on Energy and Commerce, U.S. House of Representatives. Earlier in his career, (1979-1986) he held several positions at the Securities and Exchange Commission, including as branch chief, OTC regulation, during which time he was responsible for oversight of the NASD. Stuart received his A.B. in political science from Vassar College with General and Departmental Honors, and his J.D., from Washington College of Law, The American University. His bar admissions include Virginia, District of Columbia, Maryland, U.S. Supreme Court and various Federal Courts.


As head of Davis Polk’s Investment Management Group, Ms. Jordan advises clients on collective investment vehicles, including hedge funds, mutual funds, closed-end funds and private equity funds. She acts as counsel to the adviser, the fund or the independent directors, depending on the client. Many of her matters involve advising clients concerning compliance with the Investment Company Act and Investment Advisers Act.

Ms. Jordan has worked on a number of internal and SEC investigations involving asset managers and has also worked on a number of acquisitions, reorganizations and structurings of asset managers. She also provides exemptive advice concerning the Investment Company Act for industrial holding companies and non-U.S. trading companies, banks, insurance companies and other financial institutions.

Ms. Jordan frequently provides advice to financial institutions that have affiliated asset managers and broker-dealers. Principal and agency transactions between asset manager clients and broker-dealers are highly regulated, and she provides advice on these regulations as well as other issues affecting advisers, private funds and mutual funds.

Work Highlights

Representations

  • Compliance and regulatory advice to some of the largest hedge funds in the United States, including Bridgewater, Lone Pine, Perella and Avenue Capital
  • Morgan Stanley in its investments in various hedge fund managers (Avenue Capital Group, Lansdowne Partners, FrontPoint Partners), as well as its merger with Dean Witter
  • The boards of directors of a complex of registered funds (almost $2 billion) that invest in hedge funds
  • SPDR S&P and other ETF Trusts sponsored by NYSE Euronext
  • Major financial institution in connection with an SEC-required review of trading between  its advisory subsidiaries and its broker-dealer subsidiaries
  • Morgan Stanley in its sale of its retail investment management business
  • Citi in the creation of a joint venture with Morgan Stanley, Morgan Stanley Smith Barney

Recognition

  • Named one of the 50 Leading Women in Hedge Funds” – Hedge Fund Journal 2013 
  • Named one of the “500 Leading Lawyers in America” – Lawdragon 2015
  • Listed as a leading fund lawyer in several legal industry publications, including:
    • Chambers Global: The World’s Leading Lawyers for Business
    • Chambers USA: America’s Leading Lawyers for Business
    • Legalease’s The Legal 500 (United States)
    • IFLR1000: The Guide to the World’s Leading Financial Law Firms
    • Legal Media Group’s Expert Guide to the World’s Leading Private Equity Lawyers
    • Euromoney's Guide to the World’s Leading Women in Business Law
    • American Lawyer’s “45 under 45” Rising Stars of the Corporate Bar (2003)
    • American Lawyer: On cover and in feature article of the June 2003 edition entitled, “Women in the Law: Blooms in the Desert, Why Some Firms Get It, While Others Still Don’t”

Awards

Of Note

  • Chair of annual PLI conference on hedge funds
  • Speaker, panelist and author on a variety of investment management topics (e.g., hedge fund, investment adviser, international and Investment Company Act issues)

Memberships

  • Vice-Chair, Board of Directors, The American Skin Association
  • Member, Board of Visitors, Duke Law School

Authorships

Video Interview

PROFESSIONAL HISTORY

  • Practice Group Coordinator, Investment Management Group, 2003-present
  • Partner, 1995-present
  • Associate, 1983-1995
  • Bar Admissions
  • State of New York

Education

  • B.A., University of Notre Dame, 1980
    • cum laude
  • J.D., Duke University School of Law, 1983
    • with honors
    • Moot Court Board
    • Note and Comment Editor, Duke Law Journal


Mr. Siegel is a Partner, Chief Compliance Officer and Chief Regulatory Counsel of Perella Weinberg Partners, a privately-owned financial services firm that provides corporate advisory and asset management services to clients around the world. Mr. Siegel heads the company’s Compliance Division and is responsible for a wide range of matters, including those relating to the firm’s mergers, acquisitions and financial restructuring advisory services as well as the formation and operation of its private investment funds.

Prior to joining Perella Weinberg Partners, Mr. Siegel was General Counsel and Chief Compliance Officer of Stanfield Capital Partners LLC, an SEC-registered, alternative asset manager based in New York. Prior to joining Stanfield in 2004, Mr.

Siegel served in the law division of Morgan Stanley, initially advising the Mergers and Acquisitions Department. Ultimately, Mr. Siegel was the senior attorney responsible for advising Morgan Stanley Investment Management’s alternative investment funds, including its private equity funds, venture capital funds, hedge funds and fund of funds. Previously in his career, Mr. Siegel was a corporate attorney at Shearman & Sterling where he focused on public and private mergers and acquisitions, private equity transactions and join ventures.

Mr. Siegel is a member of the American, New York State and New York City Bar Associations as well as the Association of Corporate Counsel. Mr. Siegel is admitted to the Bar of the State of New York and has been designated a Certified Regulatory and Compliance Professional by FINRA and Wharton.

Mr. Siegel received a Bachelor of Arts in Political Science, magna cum laude, from Tufts University and a Juris Doctor, summa cum laude, from Washington College of Law at American University where he was an editor of The American University Law Review.


Michael Treisman is the Chief Legal Officer and Chief Compliance Officer for Tiger Management Advisors L.L.C. Prior to joining Tiger, Mr. Treisman held numerous legal positions within Citi Alternative Investments, the alternative investments platform for Citigroup Inc., and spent several years as a lawyer with Cleary Gottlieb Steen & Hamilton LLP. Mr. Treisman graduated from the University of Pennsylvania and then spent several years working as a legislative assistant to U.S. Congressman Barney Frank and as a staff member on the Subcommittee on International Development, Finance, Trade and Monetary Policy of the U.S. House of Representatives Committee on Financial Services. Afterwards, he attended the Duke University School of Law and subsequently served as a clerk to the Honorable Anthony Scirica on the U.S. Court of Appeals for the Third Circuit. Mr. Treisman currently serves as a trustee of the Ron Brown Scholar Program.


Susan Chadwick Ervin is a member of the Financial Institutions Group at Davis Polk & Wardwell LLP.  Her practice specializes in advising financial institutions, investment managers, end users and other market participants concerning derivatives transactions.  Prior to joining Davis Polk, Ms. Ervin served as a Senior Derivatives Adviser and Attorney Fellow at the U.S. Securities and Exchange Commission, where she helped develop new regulatory approaches to the derivatives markets and participated in the agency’s development of an implementation program for the Dodd Frank Act.  Previously, Ms. Ervin led the derivatives practice at a major international law firm and served for more than ten years as Deputy Director and Chief Counsel of the Division of Trading and Markets of the Commodity Futures Trading Commission. She is the co-author of Derivatives Regulation, a leading treatise on the subject, has written extensively on derivatives regulatory issues and is a frequent speaker at continuing legal education programs. She is a former chair of the Derivatives and Futures Committee of the American Bar Association and the Futures Committee of the New York City Bar Association.


W. Danforth Townley is an Attorney Fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission in New York and Washington, D.C. Mr. Townley participates in rulemaking activities of the Division and provides advice on policy initiatives affecting the asset management industry. Prior to joining the SEC, Mr. Townley was a partner at Davis Polk & Wardwell LLP, advising clients on the structuring and offering of hedge funds, private equity funds and other investment vehicles and advising on regulatory compliance with the Investment Company Act and the Investment Advisers Act. Mr. Townley has been practicing in New York City for most of his career; he also worked for several years in the Hong Kong and Tokyo offices of Davis Polk. Mr. Townley received his J.D. from the Yale Law School in 1985 and graduated from Yale College with a B.A. in History in 1979. He clerked with U.S. District Court Judge Robert Sweet from 1985-86.