Tab 1 | Main Program Philippe Benedict, Stephanie Breslow, Ida Wurczinger Draim, David Efron, Marc Elovitz, Steven Fredman, Kenneth Gerstein, Udi Grofman, Michael Littenberg, Kelli Moll, Richard Morvillo, David Nissenbaum, Richard Presutti, Paul Roth, Howard Schiffman, Gary Stein, André Weiss Guest Speaker | Jeffrey H. Aronson, Centerbridge Partners, L.P. Tab 2 | Compliance Spotlight David Cohen, Ida Wurczinger Draim, Marc Elovitz, David Momborquette, Neil Robson Tab 3 | Current Issues in Distressed Investing Adam Harris, David Karp, Eleazer Klein, Kurt Rosell Tab 4 | Investing in Financial Institutions Mary Marks, Omoz Osayimwese, John Pollack, Joseph Vitale Tab 5 | Crisis Management: Handling Government Investigations Harry Davis, David Nissenbaum, Martin Perschetz, Ronald Richman Tab 6 | Running a Multi-Jurisdictional Adviser Nick Fagge, Christopher Hilditch, Daniel Hunter, Scott Kareff, Shlomo Twerski Tab 7 | Structuring and Restructuring Your Management Company Kim Baptiste, David Griffel, Udi Grofman, Jason Kaplan, Holly Weiss Tab 8 | The Impact of Derivatives Regulation on Private Funds Kristin Boggiano, Ron Feldman, Dominique Padilla Gallego, Craig Stein Tab 9 | AML, FCPA and OFAC: The Intersection of Three Key Risk Areas Betty Santangelo, Sung-Hee Suh, Peter White Tab 1: Main Program Introduction Paul Roth Management Company Capital Transactions Philippe Benedict, Steven Fredman, Richard Presutti, André Weiss Sources of Capital: Capital Markets, Seeding Arrangements and Registered Funds Kenneth Gerstein, Michael Littenberg, David Nissenbaum Managing Compliance Strategically Ida Wurczinger Draim, Marc Elovitz, Kelli Moll, Richard Morvillo Relationships with Investors Stephanie Breslow, Josh Dambacher, David Efron Managing Regulatory Exposure Udi Grofman, Howard Schiffman, Gary Stein 2A Conversation0 with Jeffrey H. Aronson | Centerbridge Partners, L.P. 20th ANNUAL PRIVATE INVESTMENT FUNDS SEMINAR Philippe Benedict New York Office +1 212.756.2124 [email protected] Philippe Benedict is a partner in the Tax and Financial Services Groups at Schulte Roth & Zabel. His practice focuses on the tax aspects of investment funds, mergers and acquisitions, international transactions, real estate transactions and financial instruments. Philippe has been involved in many major transactions involving sales or spinoffs of investment fund managers. He recently advised Credit Suisse Group AG in connection with its acquisition of a stake in York Capital Management and represented fund manager FrontPoint Partners in connection with its spinoff from Morgan Stanley. He also advised Claren Road Asset Management with regard to the sale of a majority stake to The Carlyle Group. A frequent speaker at prominent industry events, Philippe was invited to present on the subject of “Compensation in the Post-Deferral Era” at McLagan’s Winter 2010 Hedge Fund Roundtable and spoke on “Current and Expected Changes in the Investment Management Business” at a 2010 SRZ Breakfast Briefing. He also recently co-authored “New Paradigm in Asset Manager M&A: Financial Institution Alliances with Hedge Fund Managers,” which appeared in The Hedge Fund Journal. Philippe attended New York University School of Law, where he was awarded an LL.M. in taxation and a J.D. While attending NYU for his J.D., he was the recipient of a Gruss Fellowship and served on the staff of the Journal of International Law and Politics. He obtained his B.S., summa cum laude, from Adelphi University. Private Investment Funds Seminar © 2011 Schulte Roth & Zabel LLP 20th ANNUAL PRIVATE INVESTMENT FUNDS SEMINAR Stephanie R. Breslow New York Office +1 212.756.2542 [email protected] Stephanie R. Breslow is a partner and co-head of the Investment Management Group k 7" 1. 1nk as well as a member of the Financial Services Group and the Executive Committee at Schulte Roth & Zabel. 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. A sought-after speaker on fund formation and operation and compliance issues, Stephanie regularly publishes books and articles on the latest trends in these areas. She recently co-authored Private Equity Funds: Formation and Operation published by the Practising Law Institute, contributed a chapter on “Hedge Funds in Private Equity” for inclusion in Private Equity 2005-2006 (PLC Cross-border Handbooks) and 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 World’s Leading Lawyers, The Legal 500 U.S., 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 the 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. Private Investment Funds Seminar © 2011 Schulte Roth & Zabel LLP 20th ANNUAL PRIVATE INVESTMENT FUNDS SEMINAR Ida Wurczinger Draim Washington DC Office +1 202.729.7462 [email protected] Ida Wurczinger Draim is a partner in the Investment Management, Litigation and Regulatory & Compliance Groups at Schulte Roth & Zabel. Her practice focuses on securities and commodities futures compliance counseling and the representation of securities industry and corporate clients in regulatory investigations and proceedings. Ida is known for her expertise in investment adviser and broker-dealer compliance and her highly effective representation of industry clients before the SEC, NYSE, FINRA, CFTC, NFA and other regulatory authorities. Some of the areas that Ida regularly addresses on behalf of investment adviser clients include conflicts of interest, Form ADV disclosure, third-party marketing arrangements, soft dollar practices, personal trading compliance, principal and agency trades, advertising, and trading restrictions and prohibitions. In the broker-dealer context, Ida deals with Regulations NMS and SHO, best execution, dark pools, prime brokerage functions, institutional and retail sales practices, insider trading and rumors, marketing materials, short sale restrictions and statutory disqualifications. In addition to compliance counseling and regulatory representation, Ida is an active speaker and writer, most recently co-authoring the chapter “Protecting Your Firm Through Policies and Procedures, Training and Testing” in the Insider Trading Law and Compliance Answer Book, which is to be published this year by the Practising Law Institute. She also recently authored the “Trade Reporting and Compliance” chapter in Complinet’s Practitioner’s Guide for Broker-Dealers. Ida has experienced securities regulation from both sides. After several years as a securities litigation associate with a Wall Street law firm, Ida joined the SEC, first serving as staff attorney in the Division of Enforcement and then as special counsel to SEC Chairman John Shad. Ida is a member of the FINRA Board of Arbitrators and Board of Mediators and, for 10 years (ending January 2009), served as a member of the Nasdaq Listing Qualifications Panel. She is also a former chair of the Corporation, Finance and Securities Law Section of the District of Columbia Bar. Recognized by The Best Lawyers in America in the area of securities law, Ida received her J.D. from Harvard Law School and her B.A., cum laude, from Rutgers University. Private Investment Funds Seminar © 2011 Schulte Roth & Zabel LLP 20th ANNUAL PRIVATE INVESTMENT FUNDS SEMINAR David J. Efron New York Office +1 212.756.2269 [email protected] David J. Efron is a partner in the Investment Management and Regulatory & Compliance Groups at Schulte Roth & Zabel. He practices in the areas of domestic and offshore hedge funds, including fund formations and restructurings. Additionally, he advises hedge fund managers on structure, compensation and various other matters relating to their management companies, and structures seed capital and joint venture arrangements. David also represents hedge fund managers in connection with SEC regulatory issues and compliance-related matters. A published author on subjects relating