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Private Fund Regulatory Developments and Compliance Challenges 2016


Speaker(s): Cary J. Meer, Emma L. Rodriguez-Ayala, Halit Coussin, James A. Capezzuto, Jessica A. Davis, Karen L. Barr, Matthew B. Siano, Regina G. Thoele, Rita M. Molesworth, Robyn A. Huffman, W. Danforth Townley
Recorded on: Jan. 13, 2016
PLI Program #: 150253

PRACTICE

Rita M. Molesworth is a partner in the Corporate & Financial Services Department and a member of the firm’s Asset Management, Regulatory and Capital Markets Practice Groups. She is Co-Chair of the firm’s Financial Institutions/Regulatory Practice Group. Ms. Molesworth is active in advising clients on the implementation of the Dodd Frank Act and has substantial experience with the Commodity Exchange Act and U.S. securities laws applicable to hedge funds.

Ms. Molesworth advises commodity pool operators, commodity trading advisors, investment advisers, hedge fund managers, futures commission merchants and other businesses on futures and other derivatives and general corporate and securities law matters.

Ms. Molesworth is active in assisting clients in U.S. and non-U.S. offerings of public and private commodity pools and hedge funds employing standalone and master-feeder structures. She also assists clients with derivatives (Commodity Exchange Act) and securities regulatory compliance. She also advises clients on CFTC and NFA requirements with respect to privacy and cybersecurity.

Chambers USA (2018) ranks Ms. Molesworth among the leading individuals practicing in the area of Investment Funds: Hedge Funds in the United States. Her deep experience has also been recognized by Expert Guides (2015) and The International Who's Who of Private Funds Lawyers, where she has been named as being among the world’s leading lawyers for private funds. Ms. Molesworth is recognized in The Best Lawyers in America for hedge funds law.

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Ms. Molesworth serves as Chair of the ABA's Derivatives and Futures Law Committee. She is a member of the New York City Bar's Committee on Futures and Derivatives Regulation and served as its Chair from 2003 to 2006 and its Secretary from 1997 to 2003. Ms. Molesworth is a past member of the New York City Bar’s Private Investment Funds and Energy Committees. Ms. Molesworth has served on the Executive Committee of the Law & Compliance Division of the Futures Industry Association, is a member of the Board of Editors of the Futures and Derivatives Law Report and a member of the Managed Funds Association’s CTA/CPO Forum and its Outside Counsel Forum. She publishes articles and is a regular speaker on educational panels with respect to derivatives and investment management issues. Ms. Molesworth is also a lecturer at Columbia Law School, where she teaches Derivatives Law and Regulation.

PRIOR EXPERIENCE

Ms. Molesworth has significant prior experience in the futures industry having worked at the National Futures Association as well as with energy trading companies on the trading floor of the New York Mercantile Exchange.

BAR ADMISSIONS

Ms. Molesworth is admitted to the Bar of the State of New York and was a member of the New Jersey Bar from 1995 to 2016.

EDUCATION

Ms. Molesworth received a JD from Seton Hall University in 1995, and a bachelor’s degree in accounting from the University of Massachusetts in 1984.

SELECTED SIGNIFICANT MATTERS

  • Advised a major hedge fund manager on the redomiciliation of its suite of funds from one jurisdiction to another.
  • Ongoing representation of commodity pool operator and commodity pools offered by a large financial services institution.
  • Assist numerous clients in classifying whether the instruments they trade are swaps subject to regulation by the CFTC or security-based swaps subject to regulation by the SEC.
  • Assist numerous commodity pool operators and commodity trading advisors in determining whether they will have to register with the CFTC as a result of the rescission by the CFTC of a widely used registration exemption.
  • Assist numerous hedge fund managers with registration with both the SEC and the CFTC and provide assistance with all aspects of ongoing compliance and reporting (Forms PF, CPO-PQR, etc.).


Emma Rodriguez-Ayala is an investment management attorney, with a solutions-oriented and business-focused approach to advising clients. She leverages both in-house and private practice perspectives to assist clients their legal, regulatory, and compliance needs, including advising on complex alternative investment structuring, coordinating offerings for private funds, negotiating investments in private funds, performing legal and compliance due diligence on private funds and investment advisers, and developing compliance programs.  

Previously, she was the General Counsel and a Senior Managing Director at Mesirow Advanced Strategies, Inc., at the time, one of the largest funds-of-hedge funds managers worldwide.  She was a member of Mesirow’s Executive and Operating Committees, and served as an interested director on the boards of over a dozen of Mesirow's investment funds.  Emma began her legal career at Sidley Austin LLP’s Investment Fund, Advisers, and Derivatives practice. 

Emma speaks nationally on a variety of topics impacting the investment management industry and on issues related to the development, promotion and retention of women and people of color within corporate America.  She has been named as a Top Latino Leader by the National Diversity Council and a Business Leader of Color by Chicago United, which recognizes individuals who currently serve or are ready to serve as board directors for Fortune 1,000 companies. 

Emma is the Chicago Chapter President for the Association of Latino Professional for America, overseeing a team volunteers supporting over 6,500 members across Chicagoland.  She is a member of the Chicago board of directors of iMentor, a nationwide organization that builds mentoring relationships to empower students from low-income communities to graduate high school and succeed in college.  She is a member of the Private Directors Association.

Emma received a B.S. summa cum laude from Saint Louis University and a J.D. from the University of Chicago Law School.  She lives in Chicago’s Loop with her husband (Eric), son (Lincoln), and neurotic mini-dachshund (George).


Halit Coussin is a Partner, Chief Legal Officer and Chief Compliance Officer of Pershing Square Capital Management, L.P., an investment manager of multi-billion dollar hedge funds. Pershing Square is a concentrated research-intensive fundamental value investor in long and occasionally short investments in the public markets.

Prior to joining Pershing Square, Ms. Coussin served as an associate attorney at Schulte Roth and Zabel, where her practice focused on advising hedge fund managers on a variety of regulatory and compliance matters.  Prior to joining Schulte Roth and Zabel, Ms. Coussin worked as an associate attorney with Kuhn and O’Toole, LLP. Ms. Coussin received her LL.M. from New York University in 2000 and her LL.B. from Tel Aviv University in 1998.


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.


KAREN BARR is President & Chief Executive Officer of the Investment Adviser Association, the leading association exclusively representing the interests of SEC-registered investment adviser firms.  The IAA’s members manage more than $16 trillion in assets for individual and institutional clients, including private funds, mutual funds, pension plans, trusts, endowments, foundations, and corporations. The IAA serves as the voice of the adviser community on key policy issues before the U.S. Congress, SEC, CFTC, DOL, and other regulators, and connects advisers with the latest information, resources, and opportunities to share best practices. Before assuming the role of President and CEO in 2014, Ms. Barr served as the IAA’s General Counsel, with responsibility for the wide range of legal and regulatory matters affecting the Association and its members.

Prior to joining the Investment Adviser Association in March 1997, Ms. Barr was in private practice at Wilmer, Cutler & Pickering (now Wilmer Hale), where she represented clients in SEC investigations, securities class action litigation, internal corporate investigations, and securities regulatory matters.  Ms. Barr received her B.A. from the University of Pennsylvania in 1985 and her J.D. from the University of Michigan Law School in 1988.


Matthew B. Siano, Esq. is Managing Director, General Counsel of Two Sigma Investments, LP, Two Sigma Advisers, LP and Two Sigma Investor Solutions, LP, a trio of global investment managers specializing in quantitative investing across a broad range of asset classes, as well as their other U.S and non-U.S. affiliates.  Two Sigma and its various affiliates currently manage numerous hedge funds, private investment pools, registered funds and managed accounts with over $56 billion in assets under management.  As Two Sigma’s General Counsel, Mr. Siano is responsible for the firm’s legal, regulatory, compliance and government affairs matters and is the head of both their legal and compliance departments.  Mr. Siano joined Two Sigma in July 2004.

From September 1999 through June 30, 2004, Mr. Siano was an associate in the Investment Management Group of Seward & Kissel LLP, a New York City-headquartered law firm with an industry-leading hedge fund practice.  At Seward, Mr. Siano specialized in the formation and structuring of private investment funds (including hedge funds and private equity funds), representing registered and unregistered investment advisers, listing private investment funds on non-U.S. exchanges, advising clients on SEC, CFTC and FINRA filings, and providing overall corporate, securities and tax advice. 

Mr. Siano graduated cum laude from the College of William and Mary in Virginia in 1996 with a B.A. in Government and History.  While in Williamsburg, he also minored in Religion and published an honors thesis on the New York City public school system.  In 1999, Mr. Siano earned a J.D. from Fordham Law School, where he was the Special Publications Editor for the Urban Law Journal and a member of the Fordham Moot Court Board. 

Mr. Siano is also an adjunct professor in the Mason School of Business, the undergraduate business school of the College of William and Mary in Virginia, where he teaches a seminar course on the management of hedge funds.  He has also been an active industry speaker at events hosted by the American Bar Association, Bloomberg, the Corporate Lawyering Association, Fordham Law School, the International Bar Association, PLI, the RCA and various U.S. and international law firms.


Regina G. Thoele is Senior Vice President of Compliance at NFA.  Her current responsibilities include overseeing the Compliance Department's exam, investigation, financial surveillance, and risk management programs; working on enforcement cases; advising Members on compliance issues; assisting NFA Member committees; participating in industry conferences; and developing and monitoring Compliance Department goals.  In addition, Ms. Thoele works with NFA’s Legal Department to develop rules and interpretive guidance, makes presentations to NFA’s Executive Committee and Board of Directors and to other outside organizations, and develops strategic plans and initiatives for NFA’s Compliance Department.  From July 1994 until March 1998, Ms. Thoele held the position of Arbitration Manager and was responsible for supervising staff and helping manage the Arbitration program.  Ms. Thoele has also served as an adjunct faculty member at the Illinois Institute of Technology, where she taught a compliance course. 

Ms. Thoele attended Indiana University and received a B.S. degree in finance.  Ms. Thoele also received her designation as a Certified Regulatory and Compliance Professional through the NASD Institute at The Wharton School, as well as her designation as a Certified Fraud Examiner through the Association of Certified Fraud Examiners.  


Robyn A. Huffman is General Counsel and Chief Compliance Officer of Fundamental and is a member of the Senior Management Team. Ms. Huffman is responsible for overseeing Fundamental’s compliance program and legal matters. Prior to joining Fundamental, Ms. Huffman was a Managing Director and Associate General Counsel at Goldman Sachs, where she spent sixteen years managing legal and regulatory matters for Goldman’s fixed income businesses in the U.S. At Goldman, she had diverse product-level responsibilities as well as regulatory and compliance duties. Prior to her tenure at Goldman, Ms. Huffman was a partner in the New York office of Orrick, Herrington & Sutcliffe LLP, where her practice focused on debt financings for state and local government capital projects, municipal asset securitizations, debt restructuring and complex project finance transactions with a municipal component. Ms. Huffman earned both her B.A. and J.D. from the University of Illinois, where she was a member of the Law Review.


Ms. Meer is a partner in K&L Gates’ New York City and Washington, D.C. offices and a member of the Investment Management and Hedge Fund practice groups.

Ms. Meer structures private funds as limited liability companies, limited partnerships, offshore corporations, common trust funds and business trusts, and prepares disclosure documents and organizational documents for such entities.  She also advises investment advisers, private fund managers and investment companies on compliance issues, including under the Investment Advisers Act of 1940 and whether their commodity interest-related trading or advice would require them to register as commodity pool operators or commodity trading advisors.

Professional/Civic Activities

  • 100 Women in Hedge Funds, Washington, D.C. Education Committee
  • Money Manager’s Compliance Guide, Editorial Advisory Board Member

PUBLICATIONS

  • SEC Proposes Rules for Reporting Separately Managed Accounts on Form ADV and Revised Recordkeeping Rules, K&L Gates Investment Management Alert, June 18, 2015
  • NFA Requires Delegated CPOs to Identify Themselves, K&L Gates Hedge Funds Alert, April 10, 2015
  • Political Contributions and Paying to Play Panelist, ACA's Spring 2015 Compliance Conference, April 2015
  • Questions & Answers on State and Local Variations on the SEC Pay-to-Play Rule, K&L Gates Investment Management Alert, January 2015
  • CFTC Clarifies and Expands Relief Relating to Delegation of Commodity Pool Operator Responsibilities, K&L Gates Investment Management Alert, October 2014
  • CFTC Provides Streamlined No-Action Relief Filing Procedure, The Harvard law School Forum on Corporate Governance and Financial Regulation, June 21, 2014
  • NFA Seeks Comment on Capital Requirements for CPOs and CTAs, K&L Gates Investment Management Alert, January 30, 2013
  • Questions & Answers on State and Local Variations on SEC Pay-to-Play Rule, K&L Gates Investment Management Alert, November 2013
  • CFTC Adopts Harmonization Rules for Investment Advisers that are Commodity Pool Operators of Registered Funds, K&L Gates Investment Management Alert, October 29, 2013
  • Recent CFTC Guidance Regarding Cross-Border Swaps Relating to Collective Investment Vehicles, The Investment Lawyer, October 2013
  • What the CFTC Rule Revisions Mean for Registered Investment Companies and Their Investment AdvisersAn Update, The Investment Lawyer, July 2013
  • CPO Compliance Series: Registration Obligations of Principals and Associated Persons, The Head Fund Law Report, Vol. 6, No. 6, February 7, 2013
  • Preparing to be a Commodity Pool Operator: NFA Compliance Obligations, The Review of Securities & Commodities Regulation, January 2013
  • CPO Compliance Series – Marketing and Promotional Materials, The Hedge Fund Law Report, Vol. 5, No. 38, October 2012
  • CPO Compliance Series: Conducting Business with Non-NFA Members (NFA Bylaw 1101), The Hedge Fund Law Report, Vol. 5, No. 34, September 2012
  • Setting up a Compliance Program, The US Private Real Estate Fund Compliance Guide, Private Equity Real Estate Publications, May 2012
  • New Regulatory Approaches to Short Selling in the U.S. and the EU, Alternative Investment Management Association, March 2010
  • Compliance Corner: What Mergers Should Know About the SEC Staff’s Hedge Fund Sweep, ICCA Newsletter, December 2002
  • Federal and State Registration of Investment Advisers, Futures & Derivatives Law Report, September 2002
  • CFTC Amendments to the CPO and CTA Disclosure Rules, The Review of Securities & Commodities Regulation, January 1996
  • How Money Managers May Avoid the CFTC’s Commodity Trading Advisor Requirements, The Investment Lawyer, October 1995
  • Tab 900 – Regulation of Commodities, Money Manager’s Compliance Guide, 1994, 1995
  • Hybrid Instruments: Their Treatment Under Recent Commodity Futures Trading Commission Releases, Business Law, February 1991

Speaking Engagements

  • Panelist, 2015 K&L Gates Investment Management Conference, New York, NY, December 10, 2015
  • Co-Chair, “’Too Many Chiefs for Too Few Tribe Members?’ — Financial and Capital Market Compliance in a Fragmented World,” October 16, 2015, Sao Paulo, Brazil
  • Panelist, “ACA: M&A Transactions in the Investment Adviser Industry,” August 25, 2015
  • Moderator, “Hot Topics in CPO/CTA and Derivatives Regulation,” Investment Adviser Compliance Conference, Arlington, VA, March 5, 2015
  • Moderator, “Raising Private Fund Assets in the Global Markets - Focus on Asia, Australia, and the Middle East,” New York, October 22, 2014
  • Panelist, “AIMA Sound Practices & Global Regulatory Update,” New York, October 14, 2014
  • Panelist, “New York State Bar Association’s U.S. and Brazilian Legal Issues in the Creation of Funds,” São Paulo, Brazil, August 15, 2014
  • Panelist, “Alternative Investment Management Association’s Raising Money from U.S. Investors: Market Trends and Changes in Regulation,” Rio de Janeiro, Brazil, August 13, 2014
  • Panelist, “Hedge Fund Association’s Raising Money from U.S. Investors: Market Trends and Changes in Regulation,” São Paulo, Brazil, August 12, 2014
  • Moderator, “100 Women in Hedge Funds - Developments in the SEC and NFA Examination Programs,” Washington, D.C., June 25, 2014
  • Panelist, “Hedge Funds and the Regulatory Road Ahead” HFA Symposium, Washington, DC, May 19, 2014
  • Panelist, “Insider Trading Update” AIMA Hedge Fund Manager Training, New York, NY, May 14, 2014
  • Panelist, “What’s New with NFA Exams?” MFA Compliance 2014 Conference, New York, NY, May 7, 2014
  • Panelist, Hot Topics in CPO/CTA and Derivatives Regulation, 2014 IAA Investment Adviser Compliance Conference, Arlington, VA, March 6, 2014
  • Panelist, Hedge Fund Compliance & Regulatory Challenges 2014, New York, NY, January 28, 2014
  • Panelist, 2013 K&L Gates Investment Management Conference, New York, NY, December 10, 2013
  • Panelist, IAA Compliance Workshop, Houston, TX, November 6, 2013
  • Panelist, 2013 K&L Gates Investment Management Conference, Washington, D.C., October 30-31, 2013
  • Panelist, Beyond Compliance: Enterprise Risk Management, ACA Compliance Group Fall 2013 Compliance Conference, October 10, 2013
  • Panelist, HFA Symposium: Raising Capital in the United States: The Changing Regulatory Landscape, São Paulo, Brazil, October 2, 2013
  • Panelist, How Do the New SEC/CFTC Harmonization Rules Affect Registered Funds and Their Advisers?, Washington DC, September 19, 2013, New York, September 26, 2013
  • Panelist, Alabama IA Compliance Forum, Birmingham, AL, July 25, 2013
  • Panelist, K&L Gates Eighth Annual Investment Management Conference, London, July 2, 2013
  • Panelist, Hedge Fund Association Symposium: Hedge Funds & the Regulatory Road Ahead, K&L Gates Program, June 13, 2013
  • Panelist, Compliance Issues for National Futures Association (NFA) Members, Investment Advisor Association Webinar, April 3, 2013
  • CFTC Panelist, ACA's Spring 2013 Compliance Conference, April 2013
  • Panelist, You Mean I’m a What?! CPO Registration for Fund Advisers Under CFTC Rule 4.5, 2013 ICI Mutual Funds and Investment Management Conference, March 18, 2013
  • Moderator - CFTC Compliance: CPO and CTA Registration and Derivatives Regulation, IAA Investment Adviser Compliance Conference 2013, March 7, 2013
  • Speaker – Preparing for AIFMD: Some Practical Tips for U.S. Managers, K&L Gates Program, March 5, 2013
  • Building an Effective Compliance Program, Hedge Fund Compliance and Regulation 2013 Program, January 29, 2013
  • New Rules and New Regulators: Navigating CFTC Rule 4.5., ICI Education Foundation 2012 Securities Law Developments Conference, December 12, 2012
  • IAA Compliance Workshop, Investment Adviser Association, November 27, 2012
  • Panelist, Do Your Derivatives Trading Activities Require You to be Registered as a Commodity Pool Operator by 1 January 2013?, K&L Gates Program, October 25, 2012
  • Registration Process and Compliance Obligations for Advisers to Commodity Pools Registering with the CFTC, Investment Adviser Association Webinar, October 3, 2012
  • Panelist, AIMA Brazil Network: SEC Registration and Regulation of Investment Advisers, K&L Gates Program, August 31, 2012
  • Panelist, U.S. Hot Topics, K&L Gates Program, June 27, 2012
  • Panelist, Do You Have to Register with the CFTC? The Impact of New CFTC Rules on Private Fund Managers, IAA Program, May 30, 2012
  • Panelist, Weighing Your Registration Obligations and Options: Exclusions and/or Exceptions, NSPC Program, April 30, 2012
  • Panelist, Compliance Challenges in Management Retirement Assets, ACA Compliance Group Spring 2013 Compliance Conference, April 25, 2012
  • Panelist, Significant Changes to CFTC Regulations Impacting Registered Investment Companies, K&L Gates Program, March 14, 2012
  • Panelist, Rescission of CFTC Regulation 4.13 (a)(4) Commodity Pool Operator Exemption and Impact on Private Fund Managers, K&L Gates Program, March 13, 2012

Admissions

  • District of Columbia
  • New York

Education

J.D., Harvard Law School, 1982 (cum laude)

B.S., University of Pennsylvania (1979) (summa cum laude)


James Capezzuto is the chief compliance officer for Oppenheimer Asset Management and its affiliated advisers. Previously, Mr. Capezzuto was an associate regional director at the Securities and Exchange Commission, responsible for the New York regional investment adviser and investment company exam programs. He has also served as a chief compliance officer at New York Life Investors,  US counsel and chief compliance officer at Aberdeen Asset Management, senior counsel at UBS Global Asset Management, chief compliance officer at Banc of America Alternative Strategies and senior counsel at Deutsche Bank/Morgan Grenfell Asset Management. Mr. Capezzuto received his JD from New York Law School and his BA in English from the University at Buffalo. He has over 25 years of legal and compliance experience in the asset management industry.


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.