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Hedge Fund Management 2015


Speaker(s): Aaron Schlaphoff, Beth R. Kramer, Caroline Williams, David Sweet, Harry Jho, Igor Rozenblit, Jennifer W. Han, Jessica A. Davis, Nora M. Jordan, Savaria B. Harris, Scott Weisman, Stephanie R. Breslow, Yukako Kawata
Recorded on: Sep. 15, 2015
PLI Program #: 58962

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.


David Sweet is a senior vice president of D. E. Shaw & Co., L.P. and a member of the D. E. Shaw group’s Legal department, where he supports the firm’s overall investment management efforts, with a particular focus on the formation, marketing, and ongoing governance of the firm’s investment vehicles.  From 2006 to 2012, Mr. Sweet worked in the firm’s Investor Relations department, where he led a team focused on the legal and regulatory implications of various marketing and business development initiatives.  From 1997 to 2001, he worked for the D. E. Shaw group on a variety of asset management, venture capital, and strategic planning efforts.  Prior to rejoining the D. E. Shaw group in 2006, Mr. Sweet was a law clerk to the Hon. Wm. Matthew Byrne, Jr. of the U.S. District Court for the Central District of California and an associate at the Los Angeles law firm Munger, Tolles & Olson LLP.  Mr. Sweet graduated summa cum laude from Yale College, where he was elected to Phi Beta Kappa and received the award for the outstanding student in English in the senior class.  He received his J.D. from Yale Law School, where he was a senior editor of The Yale Law Journal and a Coker Teaching Fellow in constitutional law.


Aaron Schlaphoff is a partner in the New York office of Kirkland & Ellis LLP, where he is a member of the Investment Funds Group.

Prior to joining Kirkland, Mr. Schlaphoff was most recently an attorney fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission (SEC). Drawing on his private sector experience, he contributed to a wide range of matters relating to investment advisers and investment vehicles subject to SEC regulation, including private funds, mutual funds and exchange-traded funds (ETFs). In the private funds area, Mr. Schlaphoff advised various SEC divisions and offices, including the Office of Compliance Inspections and Examinations (OCIE) and the Division of Enforcement, on interpretive matters under the Advisers Act, as well as on market practice in the hedge fund and private equity fund industries.

In the private sector, Mr. Schlaphoff has advised many of the largest, most sophisticated firms in the global asset management industry on a wide range of legal, regulatory and compliance matters arising under the Investment Advisers Act, Investment Company Act, Commodity Exchange Act and related securities and banking laws and regulations. Mr. Schlaphoff’s fund formation experience includes advising clients on the structuring and offering of a variety of pooled investment vehicles, including private equity funds, hedge funds, open- and closed-end mutual funds and ETFs. He also has substantial experience with M&A, IPO and restructuring transactions involving investment advisers and funds.

Mr. Schlaphoff has extensive knowledge of the regulation of derivatives and derivatives market participants by the Commodity Futures Trading Commission (CFTC) and National Futures Association (NFA) under the Commodity Exchange Act, including the regulation of commodity pool operators (CPOs) and commodity trading advisors (CTAs) and the implications of swap regulations under Title VII of the Dodd-Frank Act for asset managers. His clients in this area have included five of the 20 largest hedge fund managers in Institutional Investor Alpha’s Hedge Fund 100 firm ranking, in addition to many other sponsors of investment vehicles subject to CFTC and NFA regulation.

Aaron is a J.D. graduate of Yale Law School and a former Fulbright Fellow at the University of Cologne, Germany. He holds a B.A. from Macalester College.


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 specializing 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 reorganizations. Caroline acts for leading financial institutions, investment managers, including institutional sponsors of private equity and hedge funds, and also boutique and start up managers.

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 recognized as a "seasoned practitioner with expertise advising on the formation of large private equity funds for investment in numerous sectors including real estate and mining" in the 2017 Chambers Global Guide.  The 2016 Chambers Global Guide noted that clients "value and respect her advice in relation to complex structuring matters". She was recognized 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 2015 edition of the Legal 500 directory recognized Caroline as being "phenomenal" and "incredibly responsive, commercial and knowledgeable" as well as having an "especially strong work ethic".  The 2017 edition of Who's Who Legal Private Funds has identified Caroline as a "Thought Leader" and noted Caroline has been recommended as "one of Cayman's strongest funds lawyers".


Igor Rozenblit co-leads the Private Funds Unit at the SEC's Office of Compliance Inspections and Examinations. The Private Funds Unit is dedicated to building expertise in and conducting examinations of advisers to private equity, hedge and other private funds. Previously, he was part of the Division of Enforcement’s Asset Management Unit.

Before joining the SEC, Igor managed the North American private equity funds portfolio of a large financial institution. Earlier, he was a private equity investment professional focused on investing in middle market companies.

Igor received a BS from the University of Michigan and an MBA from The University of Chicago’s Booth School of Business.


Jennifer Wu Han

Associate General Counsel, Managed Funds Association

          Jennifer Han serves as Associate General Counsel at Managed Funds Association (MFA).  In her position, she advocates and shapes legislative and regulatory policies affecting the alternative investment industry, including regulatory policy at the Commodities Futures Trading Commission, Securities and Exchange Commission, Department of Treasury, Internal Revenue Service and Federal Reserve.

As background, MFA represents the global alternative investment industry and its investors by advocating for sound industry practices and public policies that foster efficient, transparent, and fair capital markets. MFA, based in Washington, DC, is an advocacy, education, and communications organization established to enable hedge fund and managed futures firms in the alternative investment industry to participate in public policy discourse, share best practices and learn from peers, and communicate the industry’s contributions to the global economy. MFA members help pension plans, university endowments, charitable organizations, qualified individuals and other institutional investors to diversify their investments, manage risk, and generate attractive returns. MFA has cultivated a global membership and actively engages with regulators and policy makers in Asia, Europe, the Americas, Australia and many other regions where MFA members are market participants.

            Prior to joining MFA, Jennifer was a staff attorney in the Office of Compliance Inspections and Examinations at the SEC, where she conducted inspections and examinations, and advised on legal and compliance matters relating to developments in securities regulations and/or industry practices.  Jennifer began her legal career as an associate with Pickard and Djinis LLP, a boutique securities law firm in Washington, D.C.  She received her Bachelor of Arts degree from Cornell University in 1998 and her Juris Doctor from American University in 2001.  While in law school, she was an Editor of the American University International Law Review.  Jennifer is a member in good standing of the Virginia bar.


Jessica A. Davis, Esq. is the Chief Operating Officer, General Counsel and Chief Compliance Officer 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 Protege Partners, LLC, an SEC registered asset management firm specializing in investing with smaller, niche hedge funds globally. Jessica additionally served as Co-head of Protege'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 Protege'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.


Savaria Harris is an experienced litigator with trials in state and federal courts as well as with government and internal investigations in the white collar context.

She is experienced in government and internal investigations, ethics and compliance training, as well as litigation and trial representation. Her practice centers on providing clients with an integrated approach to addressing fraud, anti-bribery and anti-corruption issues under the False Claims Act, Foreign Corrupt Practices Act and their equivalents.

In addition to her practice, Savaria is a frequent lecturer on workplace ethics, internal investigations and compliance. Savaria is an adjunct professor of Workplace Ethics at Georgetown University and a faculty member for the Practicing Law Institute, the American Conference Institute and The TRACE Anti-Bribery Specialist Accreditation program. She is also a member of the Advisory Council for the Association of Certified Fraud Examiners, the NYU Program on Corporate Compliance and Enforcement, and the National Employment Law Council. Finally, she is the author of an interactive video game "A Day In Your Shoes" for healthcare system clients to provide scenario-based training to physicians on the False Claims Act, Stark Act and Anti-Kickback Act laws.

CREDENTIALS

Education

Georgetown University Law Center J.D.

Yale University B.A.

Admissions

District of Columbia

New York

Languages

Spanish


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 and Operating Committees. 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. 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.

Former chair of the Private Investment Funds Subcommittee of the International Bar Association 2014-2016, 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 former 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


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


Ms. Kawata is co-head of Davis Polk’s Investment Management/Private Funds Group. She advises clients on the formation and operation of private investment funds and other investment vehicles exempt under the U.S. Investment Company Act, including private equity funds, hedge funds, venture capital funds, fund of funds and funds investing in particular sectors or countries. She also advises clients on the establishment and operations of private fund managers, including private equity and hedge fund firms.

In the private funds practice, Ms. Kawata advises clients on the full spectrum of legal and marketing considerations involved in establishing private funds with diverse investment strategies that are marketed to investors on a worldwide basis, including institutional investors and high net worth individuals. She also advises fund sponsors seeking to establish “carried interest” plans and other profit-sharing arrangements for their employees, as well as various types of after-tax and phantom employee investment programs. In addition, her practice includes the representation of institutional investors seeking to invest in private funds, such as private equity funds, venture capital funds and hedge funds.

She advises numerous private funds and private fund sponsors and advisers as to the regulatory considerations applicable to their ongoing operations and investment activities, including compliance with the U.S. Investment Advisers Act and the U.S. Investment Company Act. Her practice includes compliance reviews of hedge fund managers and private equity fund managers under the Investment Advisers Act, as well as advice on the effect of a private fund’s investment activities on the ongoing operations of other businesses affiliated with the private fund. In addition, Ms. Kawata has obtained exemptive relief from the SEC for employee investment funds as “employees’ securities companies” under the Investment Company Act.

RECOGNITION

Ms. Kawata was named one of the "Lawyers of the Year" for Private Fund - Regulatory at the 2016 Who's Who Legal Awards.

She is consistently recognized as a leading private equity fund formation lawyer in various industry publications:

Chambers Global – Investment Funds: Private Equity: Fund Formation: USA, Band 1, 2017

Chambers USA – Investment Funds: Private Equity: Fund Formation: Nationwide, Band 1, 2016

IFLR1000
Legal 500 U.S.

Who’s Who Legal–International Who’s Who of Business Lawyers and Who’s Who Legal–International Who’s Who of Private Funds Lawyers

Cross-Border Private Equity Handbook and Cross-Border Investment Funds Handbooks

Expert Guides: Private Equity Lawyers, Lawyers–Best of the Best and Investment Funds Lawyers


Chadbourne partner Beth Kramer focuses her practice on investment management and securities law. She regularly advises investment advisers on the formation and ongoing management of funds and on the regulatory and compliance aspects of their businesses. She counsels investment companies, private funds and separately managed accounts on structuring, organization, distribution, and SEC regulatory and compliance issues, including responses to SEC examinations. Ms. Kramer’s practice includes the creation of new advisory businesses, including registration and formation with appropriate regulatory authorities, creation of disclosure documents for private funds, drafting of investment management products, evaluating fund documents for institutional investors and family offices seeking alternative investments, development of compliance policies and procedures, performing compliance reviews, representations of advisers in connection with SEC examinations, counseling clients on compliance with the Dodd-Frank Act, and adviser acquisitions. She advises clients with respect to compliance with, and exemptions from the Investment Advisers Act of 1940, as amended and the Investment Company Act of 1940, as amended. Beth was recognized by Legal 500 in 2014 and 2015 for her work in investment fund formation and management. She has recently been appointed to serve on the New York City Bar Association's Investment Management Regulation Committee for a three year term beginning September 2015. Beth regularly participates in panel presentations and conferences, including the Alternative Investment Management Association (where she is a member of the SEC working group) and the Regulatory Compliance Association, among others. Beth is also a member of the 100 Women in Hedge Funds.