Hedge Fund/Alternative Credit Emerging Manager Forum 2019

Tuesday, May 14, 2019 599 Lexington Avenue, New York, NY 10022

302639163 v2 Network: KLG-Guest WI-FI ACCESS Passcode: K&LG@t35

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

CONTENTS AGENDA ...... TAB A

SPEAKERS ...... TAB B

ADDITIONAL MATERIALS...... TAB C

NOTES PAGES ...... TAB D

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

AGENDA

Time Topic/Speakers

5:00 p.m. – 5:30 p.m. Registration and Welcome

Michelle Noyes, Managing Director, Head of Americas, AIMA

5:30 p.m. – 6:15 p.m. Institutional Investment in Emerging Managers

PANEL 1 Topics • What are institutional allocators investing in emerging managers? • The role of alts within emerging manager portfolios • What advice do allocators have for emerging managers seeking institutional capital?

Moderator • Amy Poster, Managing Principal, Alpha Pacific Strategies

Speakers • Anda Bordean, Senior Vice President, The Rock Creek Group • Sasha Burstein, Partner, K&L Gates LLP • Brian Payne, Senior Investment Analyst - Diversified Strategies, Teachers' Retirement System of the State of Illinois • Peter Zakowich, Managing Director, PAAMCO Prisma

6:15 p.m. – 7:00 p.m. Making it Big: Charting Success for Emerging Managers

PANEL 2 Moderator • Cary J. Meer, Partner, K&L Gates LLP

Speakers • Jane Buchan, CEO and Co-CIO, Martlet Asset Management • W. Vivian Lau, Managing Partner, One Tusk Investment Partners • Michael Linn, COO and CCO, Varadero Capital

7:00 p.m. – 8:00 p.m. Networking Reception

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Speakers

*Listed in alphabetical order by last name. Full biographies for K&L Gates speakers can be found at www.klgates.com.

Anda Bordean Senior Vice President, The Rock Creek Group

Anda Bordean is a Senior Vice President at the Rock Creek Group, covering hedge funds across all strategies with a specific focus on equities. She sits in the firm's New York City office. Prior to Rock Creek, where she has spent the last 5 years, Anda worked in the Manager Selection Group at Soros Fund Management, a large family office based in New York City. While at Soros, Anda invested in hedge funds across macro, equities, credit and commodities, as well as helped to select best ideas for a co-investment portfolio. Prior to her role at Soros, Anda was an Analyst in the AIMS Group at Goldman Sachs Asset Management, focusing on risk management for equity and event driven strategies. Anda started out her career in finance in 2006 at the management consulting firm Oliver Wyman, where she spent 2 years traveling the globe and working for a variety of clients within the financial services sector. Anda holds a Bachelors of Arts degree cum laude in Economics from Harvard University.

Jane Buchan Chief Executive Officer and Co-Chief Investment Officer, Martlet Asset Management

Jane is Chief Executive Officer and Co-Chief Investment Officer of Martlet Asset Management responsible for firm strategy, organization and performance.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Martlet Asset Management is an independently owned hedge fund based in Newport Beach. The firm is focused on delivering diversifying investment return solutions based on structural market anomalies. The firm’s strategies include alternative risk premia and liquid strategies.

Jane began her career at J.P. Morgan Investment Management in the Capital Markets Group where she was trained in quantitative fixed income portfolio management. She has been an Assistant Professor of Finance at the Amos Tuck School of Business at Dartmouth. After her academic career, she co-founded and led Pacific Alternative Asset Management Company (PAAMCO), a Fund of Hedge Funds focused on institutional investors for 18 years. She recently served as chairwoman of the board for the Chartered Alternative Investment Analyst Association (CAIA) and is a member of the Advisory Board for the Master of Financial Engineering Program at UCLA Anderson School of Management. Jane holds both a PhD and an MA in Business Economics (Finance) from Harvard University. She earned a BA in Economics from Yale University. Jane has thirty-three years of experience in investment management and portfolio construction with institutional investors.

Sasha Burstein Partner, K&L Gates LLP

San Francisco T 415.882.8032 [email protected]

Sasha Burstein is a partner in the firm’s San Francisco office, where she’s a member of the investment management group. Ms. Burstein practices in the area of investment management, corporate and securities law. Ms. Burstein’s practice focuses on structuring and organizing various types of private investment funds, including hedge funds, private equity funds, private debt funds, hybrid funds, and fund-of-funds. Ms. Burstein also counsels investment advisers on a wide variety of legal and regulatory matters, including their structure and organization, registration and operation, merger and acquisition transactions, and ongoing regulatory and compliance matters. In addition, Ms. Burstein represents institutional investors with respect to structuring, negotiating, and documenting alternative investments.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Wai-Yen Vivian Lau Managing Partner, One Tusk Investment Partners

W. Vivian Lau is the Managing Partner and Founder of One Tusk Investment Partners (“One Tusk”).

Prior to One Tusk, Vivian was the Senior Partner and Co-Chief Investment Officer of Serengeti Asset Management (“Serengeti”) until January 2015, where she joined as a Founding Partner in October 2008. Serengeti was an opportunistic, value-based investing platform that was founded in September 2007. During her tenure, she helped to grow the organization to $1.5 bn of AUM with 30+ people.

In 2006, Vivian was promoted to Managing Director at Goldman Sachs at the age of 28. In the same year, she also became the Co-Head of the Multi- Strategy Investing business (MSI). MSI was a multi- billion dollar AUM platform that opportunistically invested across equities and credit. It was a 20 person investment team within the Goldman Sachs Special Situations Group (SSG), the largest global proprietary investment platform within the firm. From 2006 to 2008, she also oversaw the E&P Capital lending platform, which was a joint venture between SSG and J. Aron Commodities division. She was a member of the Americas SSG Investment Committee and Specialty Lending Investment Committee from 2006 to 2008.

Prior to her 2006 promotion, Vivian was a Senior Investment Pod leader in Goldman Sachs MSI business, leading equity and debt investments in the Energy, Healthcare, Materials, Industrials, and Liquidations, from 2004 to 2006. She joined the Special Situations Investing (SSI) business in 2002 as a Research Associate. Vivian helped to broaden the mandate and grow the business at SSI, which was renamed MSI in 2004. She began her career at Goldman Sachs in July 2000 as an analyst on the Distressed Bank Loan Research team.

Vivian graduated from Harvard University in June of 2000 with a B.A. in Applied Mathematics and Economics.

Vivian currently serves on the Campaign Committee for Harvard University School of Engineering, Arts, and Sciences. She was also a Co-Chair of the Class of 2000 15th Reunion and 10th Reunion Committees. In addition, she served on the board of the Achievement First Crown Heights Elementary and Middle School from 2010 to 2013.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Michael Linn Chief Operating Officer and Chief Compliance Officer, Varadero Capital

Mr. Linn is Varadero’s Chief Operating Officer and Chief Compliance Officer. Mr. Linn is responsible for developing the firm’s institutional platform and enhancing operational efficiency. Mr. Linn has over 25 years of operational, transaction and start-up experience in the investment management business. Prior to Varadero, Mr. Linn played an integral role in the development of businesses at several investment management platforms, including River Birch Capital, BlackRock / Quellos Group, Omega Advisors, and Steinhardt Partners.

Mr. Linn has a B.A. in Chemistry from Emory University and an M.B.A and M.S. degree in Finance from Louisiana State University.

Cary J. Meer Partner, K&L Gates LLP

Washington DC New York T 202.778.9107 T 212.536.3900 [email protected]

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 has been structuring private funds as limited liability companies, limited partnerships, offshore corporations, common trust funds and business trusts, and preparing disclosure documents and organizational documents for such entities for more than 20 years. 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. Ms. Meer is also active in investments related to the newly established Opportunity Zones following the Tax Cuts and Jobs Act of 2017 for long-term investments and development in low-income urban and rural neighborhoods.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Sample engagements include: • Structuring and organization of hedge funds, private equity funds, credit funds, commodity pools, opportunity zone funds and funds-of-funds for U.S. and non-U.S. investment managers, including funds that are intentionally “plan assets”; • Registration of U.S. and non-U.S. managers as investment advisers, commodity pool operators and commodity trading advisors, and ongoing regulatory advice regarding ongoing compliance obligations; • Assisting managers in the reorganization of their business and representing buyers and sellers of investment management firms;

• Representing institutional investors when they invest in third-party managed private funds and hire asset managers;

• Representing buyers and sellers of interests in private funds in secondary market transactions;

• Helping managers set up out-sourced CIO businesses; and

• Writing comment letters and otherwise assisting trade associations in connection with proposed rule changes and other matters.

Michelle Noyes Managing Director, Head of Americas, AIMA

Michelle Noyes joined AIMA in 2012 as Chief Operating Officer of AIMA's New York office, and became the Association's Head of Americas in 2017. Previously, she was Head of International Sales and Investor Relations for BRZ Investimentos, one of the largest independent asset managers in Brazil. While in Sao Paulo, she also served as the Brazil representative for AIMA and established the AIMA Brazil network. Michelle began her career in hedge funds as General Manager for a global conference organizer, where she launched and managed a portfolio of successful asset management and investment events. Michelle holds a B.A. and M.A. from New York University and is a CAIA Charterholder.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Brian Payne Senior Investment Analyst - Diversified Strategies, Teachers' Retirement System of the State of Illinois

Brian Payne is the PM for TRS Illinois’ Diversifying Strategies program where he manages $5bn+ in capital across hedge fund, alternative risk premia and risk parity strategies. The portfolio is built around liquid alternatives, macro, credit and equity exposures where Brian does both manager selection and portfolio strategy. Prior to joining the asset allocation side Brian was a buy side trader and researcher for Potomac River Capital, a DC-based global macro hedge fund. He currently holds the Chartered Alternative Investment Analyst (CAIA) designation.

Amy Poster Managing Principal, Alpha Pacific Strategies LLC

Ms. Poster is Managing Principal at New York based Alpha Pacific Strategies. Her consulting experience focuses on accounting, financial, regulatory and compliance reporting for broker/dealers and hedge funds, internal audit, controls, and assessments and implementation of risk technology solutions. Amy completed a term assignment as a Senior Policy Advisor at the US Department of Treasury, Office of the Special Inspector General- TARP (SIGTARP), overseeing financial markets and domestic policy. She led critical audits on TARP recipients and Federal inter-agency investigations.

Prior to her role at SIGTARP, Amy was Director in Product Control at Credit Suisse, focusing on risk and valuation for global credit products within the Fixed Income Division. In addition, Amy led the set up and post-launch risk management of several credit and distressed funds within Credit Suisse' Alternative Capital Division. Earlier in her career, she designed and implemented risk and valuation programs at Donaldson, Lufkin, and Jenrette and Bear Stearns. She started as a business analyst at Lehman Brothers.

Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

Amy is regularly published in Institutional Investor, Alpha, Money Management Intelligence, and the Global Association of Risk Professionals (GARP) Risk News magazines. She holds an MBA in Financial Management with Distinction from Pace University. Ms. Poster is on the Advisory Board of 100 Women in Finance and private equity hedge fund Turning Rock Partners.

Peter Zakowich Managing Director, PAAMCO Prisma

Peter Zakowich is a Managing Director and Partner, joined Prisma in 2006 and is a member of the Portfolio Management team, leading the Apex Tactical strategy. He is also a member of the firm’s Investment Committee. Prior to joining, Peter was an associate portfolio manager at J.P. Morgan Alternative Investments. Prior, he was an equity analyst at Edge Capital, a long/short equity hedge fund focusing on the global technology and media sectors. Peter began his career at Putnam Investments as an investment associate in the Global Equities division. He holds a BA from Harvard University and an MBA from New York University’s Stern School of Business.

PRIVATE FUND FORMATION

A host of economic and regulatory factors are shaping the fund formation Clients rely on us for: industry. These market forces have spurred a demand for advice focused on • fund structuring, including parallel addressing regulatory changes, mitigating risk, and maintaining a competitive funds, separate accounts, and edge, while effectively managing a range of other complex legal and business co-investment vehicles issues that arise in today’s dynamic private fund landscape. Successfully • drafting and negotiation of fund navigating these challenges requires a deep understanding of the various documents, including side letters with investors regulatory, tax, compliance, and other issues inherent in the industry. • drafting and negotiation of service K&L Gates has over 45 fund formation Backed by a full-service global platform of provider agreements, including lawyers globally who advise fund spon- approximately 2,000 lawyers, we work with with placement agents, auditors, sors on all aspects of closed-end funds, managers across a broad range of indus- and administrators including private equity, venture capital, tries, including technology, FinTech, health • drafting and negotiation of agreements distressed debt and other credit oriented care and biotechnology, energy and natural with venture partners and resources, infrastructure, and real estate. funds, real estate, infrastructure and fund- operating partners of-funds. We advise sponsors ranging from We work with funds focusing on impact emerging managers raising US$10 million investing and have formed nonprofit fund • local and global to institutional managers raising a fund over structures. The depth and breadth of our distribution requirements US$5 billion. Our lawyers work closely with global platform allows us to complement • operational matters, including clients over the entire spectrum and life our legal advice with sound commercial cybersecurity, employment and judgment, broad industry contacts, and cycle of fund formation, from structuring compensation matters, and a deep understanding of current market the management company, the general tax planning partner, and the fund, to operational issues, practices and business terms, offering our • carried-interest arrangements and to the winding-up and dissolution process. clients access to cutting-edge develop- other compensation plans K&L Gates also advises on portfolio investments. Our lawyers draw upon our compre- ments and divestitures as well as counsel- hensive resources to address the full scope • spin-outs from existing managers ing on day-to-day legal and regulatory of regulatory, tax, compliance, and other issues that arise in today’s complex transac- • regulatory compliance, including matters. For emerging managers, we often tions. We regularly work with counsel in preparing and providing ongoing serve in an outside general counsel’s role all major offshore jurisdictions to structure advice regarding compliance policies and consider ourselves to be partners with master-feeders, alternative investment and procedures our clients. vehicles, and other structures. • marketing material review

• securities law filings We work closely with clients • secondary transfers over a fund’s entire life cycle. We assist managers with registration as an investment adviser in the United States K&L Gates has private fund and general and registration exemptions, including exemptions from registration for venture investment management professionals capital advisers, midsize managers, and non-U.S. advisers. We are also in the key financial centers across the experienced in state adviser registration and exemptions from registration for advisers with less than US$100 million United States, Europe, the Middle East, in assets under management. Asia, and Australia. Institutional Investors Our experience representing institutional Global Funds Platform investors across alternative asset classes K&L Gates has private fund and general gives us unique insight into market trends investment management professionals in and developments. K&L Gates has one of the key financial centers across the United the foremost practices in representing insti- States, Europe, the Middle East, Asia, tutional investors, including funds-of-funds, and Australia. pension funds, sovereign wealth funds, universities and endowments, as well as We advise fund sponsors and managers high net worth individuals, on their venture in identifying and implementing the most capital, private equity, and other private appropriate structure for organizing their fund investments. In representing institu- business and fund offerings, including tional investors, we advise on funds-of-one, selecting the optimal jurisdiction and legal investment management agreements, and structure. We have extensive experience the terms of co-investments. We know with fund formation in Delaware and what terms are standard depending on the non-U.S. jurisdictions, such as the Cayman type of investors and draft fund documents Islands, Guernsey, Luxembourg, Mauritius, accordingly. With a broad understanding and the British Virgin Islands. of the market for investment fund terms, In Europe, lawyers in our London, Berlin, we know how terms are evolving in the Frankfurt, Milan, and Munich offices have current market. extensive experience providing transactional and regulatory services. We regularly advise Delaware Law our clients on the impact of the European Union’s Alternative Investment Fund K&L Gates is one of the only law firms with Managers Directive (AIFMD) on their fund an office in Delaware. Our lawyers on the operations, which requires managers who ground there are among the drafters of the target EU-based investors to obtain authori- major Delaware business statutes. Since zation, meet ongoing operating conditions, most U.S. funds are organized in Delaware, and comply with transparency and reporting our clients have a significant advantage requirements. Our services typically include that most other national or global law firms assisting clients with completing an AIFMD cannot offer. Our lawyers work collabora- gap analysis of their offering materials, tively and seamlessly to ensure that clients preparing/amending required AIFMD disclo- receive the benefit of this in-house Dela- sures, providing local country legends, and ware experience and creates efficiencies by preparing and submitting local notifications eliminating the need to engage a separate and registrations. law firm in Delaware. This adds value at all stages of a fund’s life, from organization and Our Australian offices have extensive structuring, to drafting assistance, to legal experience acting for real estate, infrastruc- opinions, to ongoing governance issues, ture, venture capital, and private equity to dissolution. firms with respect to fundraising and all other aspects of private fund formation. We advise on the formation and operation of partnerships established under Australia’s Early Stage/Venture Capital Limited Partner- ship (VCLP/ESVCLP) regime. Commission, Financial Industry Regulatory Authority, National Futures Association, Department of Labor, Internal Revenue Service, and federal and state bank regulators, as well as internationally, such as the UK Financial Conduct Authority, the Australian Securities and Investments Commission, the Hong Kong Securities and Futures Commission, the Hong Kong Monetary Authority, the Financial Services Agency of Japan, and the China Securities Regulatory Commission. We also have a large and experienced public policy team with significant experience in financial services legislation in Washington, D.C. and Brussels. The financial services industry is undergoing dynamic and rapid change. We help our clients address the many issues presented in the rapidly evolving regulatory environment in the United States, Europe, the Middle East, Asia, Australia, and South K&L Gates also has one of the most estab- from a securities regulator or private America. To remain competitive, fund spon- lished investment fund legal practices in plaintiff can cause great damage to the sors and other financial services providers Hong Kong, Taipei, Singapore, Beijing, target of the allegation, we appreciate the need to understand and manage effectively Seoul, and Tokyo. The Asian offices work value of preventing enforcement actions or the complex and often-interrelated legal closely with our asset management clients significant legal actions. and business issues that arise. We track a in Asia, which include private equity and Leveraging our global footprint, we have broad range of legal and regulatory devel- venture capital firms, sovereign wealth the worldwide reach and the experience opments including rule proposals, agency funds, and financial institutions. We necessary to address the regulatory and guidance, and enforcement proceedings frequently advise on the structuring of legal issues affecting private fund sponsors and work with industry groups in com- funds for managers in Asia and non-Asian and managers in the 21st century. We menting on proposed rules and regulations managers seeking to invest in Asia and have deep regulatory experience and that impact the financial services area. Our assist in the formation of such funds and are able to advise managers on how to lawyers are also considered thought leaders negotiations with investors investing in structure documents to address conflict of in the private fund space, author numer- such funds. interest issues like expense allocation and ous articles on topics of interest, and are We also assist with non-U.S. investors or offering co-investment vehicles. Many of frequently invited to appear as panelists at general partners looking at inbound invest- our lawyers have worked at the Securities industry gatherings. ments to the United States. This includes and Exchange Commission or its global structuring of fund vehicles, assisting with counterparts, so we have insight into the visas, and setting up the general partner concerns of regulators. We also conduct Private Fund Disputes and manager vehicles. mock audits for registered or exempt While our funds practice is focused on reporting advisers that simulate actual working with our clients to create value, Securities and Exchange Commission audits we are well-equipped to assist where Regulatory Compliance through a risk-based analysis of compliance commercial or regulatory disputes arise. Experience policies and procedures. We have worked When the need arises, our litigation and An integral part of one of the leading with advisers undergoing examinations by regulatory colleagues stand ready to advise investment management practice groups state regulators. on a wide variety of contentious matters, from disputes over restructuring matters to globally, the K&L Gates investment adviser Our lawyers are at the forefront of the allegations of breaches of contract, fraud, practice provides premier legal counsel industry’s developments, growth, and and breach of fiduciary duty at both the to the investment management industry. innovation. In today’s political and financial fund level and within the sponsor group, Our lawyers are highly experienced in climate, advisers face a continually evolving as well as disputes internal to the sponsor the needs of registered and unregistered regulatory environment with a panoply of over carried interest allocations, vesting, investment advisers. Our clients place active regulators in the United States and and forfeiture. Our clients also rely on our substantial confidence in our firm regarding globally. We provide integrated regulatory advice to resolve these matters amicably the sensitive and often critical area of advice based on our experience practicing with the parties involved, with the objective regulatory compliance and enforcement. before the Securities and Exchange of avoiding litigation. Because the mere allegation of wrongdoing Commission, Commodity Futures Trading Complementary Practices Accolades With a vast global platform and reach, • Recognized as a market leader in RELATED PRACTICE AREAS we are well-positioned to serve our clients venture capital and private equity by in a general counsel role and we assist Dow Jones Private Equity Analyst as • benefits, ESOPs, and in virtually all aspects of a manager’s one of the most active law firms based executive compensation business. Our services range from on the number of venture capital or providing employment experience to private equity funds formed and trans- • climate change helping managers navigate employment actions completed. and sustainability and compensation arrangements for both • Our team was recently recognized in • corporate/M&A themselves and their employees. We advise the 2016 edition of the U.S. News-Best on estate planning for individuals at the Lawyers ® “Best Law Firms” survey • derivatives and sponsor and our real estate team helps as a National Tier 1 firm for Venture structured products managers negotiate office leases. Capital Law and Securities/Capital Our corporate group represents funds in Markets Law. • emerging growth and connection with their investments in portfo- venture capital • Recognized in the 2016 edition of the lio companies. We understand the complex U.S. News-Best Lawyers ® “Best Law • energy and infrastructure nature of working with fund management Firms” survey as a National Tier 1 firm teams, as well as portfolio companies, and projects and transactions for Leveraged Buyouts and Private work to provide solutions to issues that Equity Law. • FinTech arise in the process of investing, managing, and liquidating portfolios. We routinely • global financial markets advise on the issuance of preferred and common equity, bridge debt, and other • investment management, forms of financing, acquisitions, and hedge funds and disposals of portfolio companies, recapi- alternative investments talizations, restructurings, and realization events, including IPOs. The broad range of • Islamic finance knowledge and experience of our lawyers • life sciences provides a comprehensive array of legal strengths to these clients. • oil & gas • private clients, trusts and estates • private equity • projects/public private partnerships • real estate investment development, and finance • renewable energy • securities enforcement • tax • white collar crime/ criminal defense

Learn more about our private fund formation practice at klgates.com. 16509 Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

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Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

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Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

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Hedge Fund/Alternative Credit Emerging Manager Forum Tuesday, May 14, 2019

599 Lexington Avenue, New York, NY 100226

K&L Gates is a fully integrated global law firm with lawyers located across five continents. The firm represents leading multinational corporations, growth and middle-market companies, capital markets participants and entrepreneurs in every major industry group as well as public sector entities, educational institutions, philanthropic organizations and individuals. For more information about K&L Gates or its locations, practices and registrations, visit www.klgates.com.

This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.