Category Archives: Business Issues

Cole-Frieman & Mallon 2019 Third Quarter Update

Below is our quarterly newsletter. If you would like to be added to our distribution list, please contact us.

Clients, Friends, Associates:

We hope you had an enjoyable summer. Typically, the third quarter is quieter than the second quarter from a compliance perspective, however we continue to see meaningful enforcement actions taken by regulatory authorities and rapid developments in the digital asset space. Entering the fourth quarter, we would like to highlight some items we hope will help you stay on top of the business and regulatory landscape in the coming months.  But first, a couple of items of firm news:

  • CoinAlts Fund Symposium. In September, In September, founding sponsor CFM broke new ground to host its fourth successful Symposium in Chicago. An impressive line-up of speakers addressed pressing issues for institutions in the digital asset ecosystem, including legal and operational concerns for fund managers, recent trends and innovations in blockchain, and raising capital from institutional allocators.
    • Cole-Frieman & Mallon’s Anniversary. On September 17th CFM celebrated with family, friends, colleagues and clients 10 years of successful growth to become the largest hedge fund practice in the West Coast. We very much appreciate the continued support from our clients and friends in the industry and look forward to the next decade of success.

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Privacy Regulations

Cayman Islands Data Protection Law Effective September 30, 2019. The Cayman Islands Data Protection Law, 2017 (“DPL”) became effective on September 30, 2019 and applies to all investment advisers providing investment advice to Cayman Islands funds. Under the DPL, Cayman investment funds are considered “data controllers” whether or not they are registered with the Cayman Islands Monetary Authority and investment advisers to such funds are considered “data processors.” The DPL requires data controllers to update their Cayman fund’s subscription agreements to include language specific to the DPL and otherwise provide investors with an updated DPL-compliant privacy notice. There is no specific deadline to provide investors with such privacy notice. Fund administrators must also ensure that they are DPL-compliant and updates to the fund’s administration agreement may be required.

California Consumer Privacy Act to be Effective January 1, 2020. The California Consumer Privacy Act (the “Act”) was passed into California law on June 28, 2018 and will be effective on January 1, 2020. The Act will not apply to most fund managers and will generally only impact managers that serve California residents and have at least $25 million in annual gross revenue, have personal data on at least 50,000 Californians, or receive over half their revenues from the sale of personal data of California residents. The Act does not apply to current client data and, on October 11, 2019, Governor Newsom signed seven amendments into law that generally limit the Act’s reach even further. If the Act were to apply to a fund manager, to be in compliance, such fund manager should post a privacy policy on its website disclosing its collection of personal information, maintain an organized data collection process, and provide investors information regarding the use of their information and the right to opt-out of the sale and request the deletion of such information.

New York SHIELD Act Heightens the State’s Privacy Regulations. On July 25, 2019, the Stop Hacks and Improve Electronic Data Security Act (the “SHIELD Act”) was signed into New York law and amends the State’s data breach notification law. The SHIELD Act, which is set to take effect in March 2020, requires certain businesses or individuals implement safeguards to protect the security, confidentiality and integrity of information. The SHIELD Act broadens the definition of “private information” to include credit card or debit card numbers, usernames and passwords (or security questions and answers) used to access an individual’s online accounts, and biometric information, like fingerprints. The SHIELD Act also expands the definition of “breach”, from unauthorized acquisition of private information to include unauthorized access to private information, as well as the scope of the breach notification requirement to include any person or business that owns or licenses private information of a New York resident. This means the law is no longer limited to those conducting business in New York, but could affect managers who, for example, only store a New York investor’s private information. Because of the broad scope of the SHIELD Act, managers who own private information of a New York resident should review the updated security requirements the Act imposes on them, including the need to implement a data security program, as more specifically discussed in the SHIELD Act.

SEC Matters

SEC Publishes Risk Alert on Principal and Agency Cross Trading Compliance Issues. On September 4, 2019, the Securities and Exchange Commission (“SEC”) published a Risk Alert advising readers on common compliance issues identified in investment adviser examinations, related to principal and agency cross transactions under Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). These transactions occur when investment advisers execute client transactions as a broker or dealer, either acting as a broker or dealer for its advisory client or doing so for both its advisory client and its brokerage client on the other end of the same transaction. The examinations the SEC conducted showed advisers either did not know they had engaged in principal trades or did not disclose or obtain the required consent before completing the transactions. With respect to agency cross transactions, the examinations also showed advisers often engaged in agency cross transactions without properly disclosing this to clients or could not show proof they had complied with the applicable consent or disclosure requirements. The Risk Alert also expressed concern that many advisers engaging in these transactions either did not have proper compliance policies and procedures or failed to follow the policies and procedures that had been established. Advisers should look closely at potential transactions to determine whether they qualify as either principal trades or agency cross transactions and if so, what actions need to be taken to comply with the respective requirements.

SEC Charged RIA for Nondisclosure of Conflicts Arising from Revenue Sharing. On August 1, 2019, the SEC  charged an SEC RIA for failure to disclose conflicts of interest relating to a revenue sharing agreement with the broker used by most of its clients. The revenue sharing agreement provided that, if the adviser invested its client assets in certain classes of mutual funds that paid the broker to be listed on its platform, the adviser would receive a portion of those payments. The adviser received over $100 million from the broker from July 2014 to December 2018 because of this arrangement. However, the adviser never disclosed to its clients that there were other mutual fund investments less expensive than the investments subject to the revenue sharing agreement. The SEC considered these to be material omissions and determined the adviser’s clients did not make these investments with full knowledge of the adviser’s incentives. Fund managers should ensure that all pertinent conflicts of interest, including those related to the receipt of compensation from third parties, are properly disclosed to their clients.

FINRA Matters

FINRA Proposes Changes to Restricted Person and Spinning Provisions.  On July 26, 2019, FINRA, along with the SEC, proposed certain amendments to FINRA Rules 5130 and 5131. One of the amendments would exempt certain additional persons and certain types of offerings from the scope of the rules. Among other changes (eight total), the proposals would (i) include the definitions of “family member” and “family client” as defined under the Advisers Act in the definition of “family investment vehicle” under Rule 5130, (ii) exempt foreign employee retirement benefit plans that meet certain conditions from Rules 5130 and 5131 and (iii) exclude unaffiliated charitable organizations from the definition of “covered non-public company” in Rule 5131. If these changes are approved and become effective, fund managers can expect further regulatory consistency and clarity to result.

Digital Asset Matters

Bakkt Announces that it’s “Cleared to Launch” Bitcoin Futures. Bakkt, a bitcoin futures exchange and digital assets platform founded by the Intercontinental Exchange (“ICE”), announced in mid-August that the CFTC gave its go-ahead for Bakkt’s futures contracts. The announcement discussed that Bakkt’s bitcoin futures would be exchange-traded on ICE Futures U.S. and cleared on ICE Clear US, both of which are regulated by the CFTC. Bakkt further announced that it acquired a New York state trust charter through the New York State Department of Financial Services, and that this approval to create Bakkt Trust Company, a qualified custodian, would allow the Bakkt Warehouse, which is part of Bakkt Trust Company, to provide bitcoin custodial services for physically delivered futures. On September 23, 2019, Bakkt launched its custody and physically-settled bitcoin futures contracts products. Many disagree whether the launch, which had a trade volume during the first seven days of $5.8 million, was successful or not, and certain researchers speculate the launch was partially why bitcoin’s price has recently decreased. Despite this, the news of the launch can potentially benefit fund managers as Bakkt aims to provide access to this market and address issues that have slowed institutional participation in this market in the past.

SEC Delays Decision on Three Bitcoin ETFs. On August 12, 2019, the SEC once again delayed a decision on three bitcoin ETF proposals.  As of yet, the SEC has not approved a bitcoin ETF. In previous decisions, the SEC expressed concerns with market manipulation, market surveillance and a possible divergence with futures trading. One of the entities proposing a bitcoin ETF published reports addressing these concerns and indicating that the actual bitcoin market is more regulated and surveilled than expected. This ETF proposal received support from a number of well-known individuals in the industry. In fact, Cole-Frieman & Mallon submitted a comment to the SEC with respect to this ETF proposal in June. Unfortunately, on October 9, 2019, this ETF proposal was rejected as the proposal reportedly did not meet the legal requirements necessary to prevent market manipulation or other fraudulent activities. As another of the entities proposing a bitcoin ETF recently withdrew its proposal from SEC review, there remains only one bitcoin ETF proposal sitting before the SEC. Fund managers interested in the digital asset space should stay apprised of future developments regarding this ETF proposal and others that may follow.

FINRA Approves Membership of Placement Agent for Privately Placed Digital Securities. On August 7, 2019, FINRA approved the membership application of a placement agent for privately placed, digital securities on a permissioned blockchain platform developed by its parent company. It took the placement agent 18 months to get approved, which is longer than what is typically seen, as it had to prove to FINRA that it met regulatory requirements. The approval allows the placement agent to issue securities, provide services as a broker for digital securities, and potentially enter the secondary trading business. This approval stands out as many applications have been waiting to hear back from FINRA for months, and sometimes more than a year. Specifically, this approval will expand investment opportunities for investors and provide fund managers with a streamlined tool to utilize in its investment processes.

SEC Freezes $8 Million in Assets Related to Fraudulent Scheme to Sell Digital Securities to Investors. On August 12, 2019, the SEC froze $8 million in assets raised by an individual and two companies he owns. Allegedly, the parties sold their own token on the internet and induced investors to invest in the token based on material misrepresentations and omissions. The complaint also alleged that the individual manipulated the token price and transferred a significant amount of investor assets to his own personal account. The SEC charged the parties with violating the registration and antifraud provisions of the Federal securities laws and further charged the individual for violating antifraud provisions by manipulating the price of tokens. While this digital asset age has certainly shown promise and innovation, fund managers should be on alert for fraudulent schemes such as this.

SEC Charges Group Operating Unregistered Digital Asset Exchange. On August 29, 2019, the SEC settled charges with a company and its founders who created and sold unregistered tokens to more than 13,000 investors. The founders allegedly falsely claimed each token provided an interest in the company’s cryptocurrency mining facility using below-market rate electricity. In reality, the mining facility did not exist. The company and its founders also allegedly illegally operated an unregistered national security exchange to trade the single token. As new and exciting opportunities in the digital asset space continue to emerge, investors should proceed with caution and should conduct ample due diligence prior to moving forward with such opportunities.

IRS Targets Cryptocurrency Investors with Educational Letter about Back Taxes. In July, the IRS began sending educational letters to taxpayers who have purchased or sold cryptocurrencies but either did not report the income entirely or did not report the income correctly. There are three variations of this letter that more than 10,000 taxpayers will receive, depending on how or if the transactions were reported: Letter 6173, 6174 and 6174-A. In mid-August, the IRS began sending a second round of letters to relevant taxpayers. This notice, which the IRS calls CP2000, is aimed at taxpayers that the IRS has actual records of, showing that there is a discrepancy between the trading profits or losses reported by the taxpayer and what third parties (like exchanges) report to the IRS. The notice includes an amount that each recipient taxpayer is expected to pay in 30 days, with interest. Taxpayers trading cryptocurrency can expect the IRS to ramp up these types of letters and notices and should properly report their transactions to the IRS when filing tax returns to avoid penalties.

SEC Approves First-Ever Reg A+ Token Offering. On July 12, 2019, Blockstack became the first company in history to receive SEC approval for a public securities offering where investors would receive tokens, in this case, called “Stacks”. Blockstack raised a total of $23 million from more than 4,500 investors. $15.5 million was raised through a Reg A+ sale in the United States and the other $7.6 million was raised through a Reg S offering in Asia. Blockstack is working with international exchanges to list Stacks tokens potentially as soon as October 2019. While the full effects of this approval are not yet determined, the SEC’s approval has potential to create a new regulatory roadmap for public token offerings.

FINRA and SEC Issue Joint Statement on Custody of Digital Assets by Broker-Dealers. On July 8, 2019, FINRA and the SEC issued a statement expressing the challenges facing broker-dealer’s custody of digital assets. The statement discussed that a broker-dealer seeking to custody such assets must, like all broker-dealers, comply with the SEC’s Customer Protection Rule. This rule protects customer securities and funds held by broker-dealers by requiring broker-dealers to keep customer assets separate from their firm’s assets, making it more likely that customers’ securities and assets can be returned to them in the case of a broker-dealer’s failure. Many unregistered entities and registered broker-dealers that want to engage in activities involving digital asset securities have been submitting applications to FINRA in the hope that FINRA will allow them to engage in such activities. How these entities could custody digital asset securities while complying with the Customer Protection Rule is still under discussion, but as a start, broker-dealers would need to put in place significant technological enhancements unique to digital asset securities.

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Compliance Calendar.

Please note the following important dates as you plan your regulatory compliance timeline for the coming months:

Deadline Filing
October 10, 2019 Form 13H amendment due if there were changes during Q3
October 15, 2019 Quarterly Form PF due for Large Liquidity Fund Advisers
October 15, 2019 Extended deadline to file Reports of Foreign Bank and Financial Accounts (FBAR)
October 30, 2019 Registered investment advisers must collect access persons’ personal securities transactions
November 1, 2019 Registered investment advisers that seek to withdraw registration with the SEC may begin to submit Form ADV-W‘s, which must be dated 12/31/19
November 11, 2019 Firm may view, print and pay preliminary notice filings (RIA) with all appropriate states
November 14, 2019 Form 13F is due for certain institutional investment managers
November 14, 2019 Form PR filings for registered CTAs that msut file for Q3 within 45 days of the end of Q3 2019
November 29, 2019 Form PF filings for Large Hedge Fund Advisers with December 31 fiscal year-ends filing
November 29, 2019 Large registered CPOs must submit a pool quarterly report (CPO-PQR)
December 16, 2019 Deadline for paying annual IARD charges and state renewal fees
December 31, 2019 Small and mid-sized registered CPOs must submit a pool quarterly report (CPO-PQR)
December 31, 2019 Cayman funds regulated by CIMA that intend to de-register (i.e. wind down or continue as an exempted fund) should do so before this date in order to avoid 2020 CIMA fees
January 1, 2020 California Consumer Privacy Act goes into effect
Periodic Fund managers should perform “Bad Actor” certifications annually
Periodic Amendment due on or before anniversary date of prior Form D and blue sky filing(s), as applicable, or for material changes
Periodic CPO/CTA Annual Questionnaires must be submitted annually, and promptly upon material information changes

 

Bart Mallon is a founding partner of Cole-Frieman & Mallon LLP.  Mr. Mallon can be reached directly at 415-868-5345.

Cole-Frieman & Mallon 2019 Second Quarter Update

Below is our quarterly newsletter. If you would like to be added to our distribution list, please contact us.

Clients, Friends, Associates:

We hope you are enjoying the start of summer.  Typically the second quarter is quieter than the first quarter from a compliance perspective, however we continue to see meaningful enforcement actions taken by regulatory authorities and rapid developments in the digital asset space.  Entering the third quarter, we would like to highlight some items we hope will help you stay on top of the business and regulatory landscape in the coming months.

First, though, we’d like to announce a few exciting updates regarding Cole-Frieman & Mallon LLP. Scott E. Kitchens has joined the firm as a partner and will be leading the firm’s new Denver office.  Our firm is once again a founding sponsor of the quickly approaching CoinAlts Fund Symposium. The event will be held in Chicago on September 26th and the founding sponsors will be hosting a pre-conference cocktail hour in Chicago on July 18th.  We look forward to seeing many of you there.

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SEC Matters

SEC Adopts New Regulation Best Interest.  On June 5, 2019, the SEC adopted a package of rules and interpretations to bring a new level of transparency between retail investors, investment advisers and broker-dealers, including the new Regulation Best Interest rule and the Form CRS Relationship Summary.  The new Regulation Best Interest requires broker-dealers to act in the “best interest of retail customers when making a recommendation,” whereas previously broker-dealers were only required to recommend “suitable” investments. Broker-dealers are also required to establish and enforce policies designed to comply with this rule.  The Form CRS Relationship Summary, which will become the new Form ADV Part 3, will require RIAs to provide retail investors with “easy-to-understand information about the nature of their relationship with their financial professional,” including information on services, fees, conflicts, their legal standard of conduct, and prior disciplinary history.  The Form CRS, will be a standardized question-and-answer format and must be presented to retail investors at the beginning of their relationship.  The rules are effective 60 days after their publication in the Federal Register, however broker-dealers and investment advisers are given until June 30, 2020 to ensure compliance.

Individual Liable Under Rule 10b-5 for Knowingly Disseminating False or Misleading Statements Made by Another Person.  On March 27, 2019, the Supreme Court ruled that an individual violated Rule 10b-5 by disseminating statements he knew to be false to potential investors, even though he didn’t “make” the statements himself.  The individual sent an email to potential investors stating the assets of a company seeking investment was $10 million at the direction of his boss, who supplied the content and approved the email, while the individual knew the total assets were worth less than $400,000.  The case may result in an expansion of personal liability for those who transmit false or misleading statements that were made by another.  Managers should ensure that their supervised persons are not repeating false statements even if those statements were made by a superior.

SEC’s Office of Compliance Inspections and Examinations (“OCIE”) Issues Risk Alert.  On May 23, 2019, the OCIE issued a risk alert regarding the safeguarding of customer records and information network storage.  The OCIE observed that many firms did not always use their storage solution’s security features to prevent unauthorized access, including failing to use encryption or password protection.  The OCIE identified the following concerns that may give rise to compliance issues: (i) misconfigured network storage solutions; (ii) inadequate oversight of vendor-provided network storage solutions; and (iii) insufficient data classification policies and procedures. The OCIE encourages registered broker-dealers and investment advisers to evaluate their storage of customer information and consider whether security improvements are necessary.

RIA Settles with SEC for $5 Million for Failing to Implement Compliance Policies Reasonably Designed to Prevent Inaccurate Valuations.  On June 4, 2019, the SEC settled charges and instituted cease-and-desist proceedings against an RIA for failing to adopt compliance policies reasonably designed to prevent the risk that its traders were undervaluing securities by failing to maximize relevant observable inputs, such as trade prices. The RIA’s traders were accused of intentionally marking their bond prices below market value to maximize yield and allow them to sell for a profit when needed, in violation of GAAP.  While the RIA did not admit fault, the SEC alleged that the firm’s policies failed to address how their valuations would be conformed with GAAP, and further, that the adviser failed to implement its existing policy.  The SEC stressed the importance of valuation of client assets in the administrative proceeding, calling it “critically important.”

SEC Imposes Cease-And-Desist Order and Remedial Sanctions Against an RIA for “Cherry-Picking” Trades and Misusing Soft-Dollars.  On May 16, 2019, the SEC imposed a cease-and-desist order and remedial sanctions against an RIA for “cherry-picking” trades and misusing soft-dollars.  The RIA disproportionally allocated profitable trades to hedge funds of which the RIA’s portfolio manager was personally invested, while allocating less profitable trades to other clients, including a charitable foundation.  Further, the RIA allegedly used soft-dollar credits in a manner not disclosed to clients, including use in a principal’s divorce settlement, rent paid to a principal owned company, and maintenance fees on a principal’s personal timeshare.  In addition to disgorgement for both the RIA and portfolio manager, the portfolio manager has been banned from the industry.  This case is a reminder for investment advisers to only use soft-dollar credit to pay for disclosed expenses.

SEC Charges RIA Firm and COO for Cross Trades that Defrauded Client.  On March 15, 2019, the SEC charged a fund manager (an RIA) and its chief operating officer with breaching its fiduciary duties, including the obligation to seek the maximum price for an asset to be sold.  The RIA solicited two unwilling buyers to participate in a real estate auction under the promise that they would not win in order to artificially depress the price and allow a second private fund managed by the RIA to purchase it at a discount.  The RIA later resold the asset from the second private fund for a significant profit and received associated performance fees.  With the SEC’s continued focus on cross trades, fund managers should ensure their cross trade policies effectively identify and manage conflicts of interest.

SEC Proposals to Address Cross-Border Application of Security-Based Swap Requirements.  On May 10, 2019, the SEC proposed a series of rule amendments and guidance with the intention of improving the regulatory framework governing cross-border security-based swaps.  The proposals address the application of security-based swap transaction requirements to non-U.S. entities with U.S. personnel involved in “arranging, negotiating or executing the swaps,” and is intended to align the SEC’s regulatory regime with that of the Commodity Futures Trading Commission.  The SEC sought public comment on the proposed amendments and guidance, with comments due July 2, 2019.

CFTC Matters 

CFTC Approves Final Rule to Provide Exception to Annual Privacy Notice Requirement.  On April 25, 2019, the CFTC approved a final rule to remove the requirement that commodity pool operators and commodity trading advisers, among others, provide annual privacy policy notices to customers when certain conditions are met.  The new rule provides an exception to such annual notice when a financial institution (i) does not share nonpublic personal information except in accordance with certain exceptions adopted by the CFTC and (ii) has not changed its policies and practices with regard to disclosing nonpublic personal information from those policies and practices that the institution most recently disclosed.

CFTC Publishes Public Enforcement Manual.  On May 8, 2019, the CFTC’s Division of Enforcement published its Enforcement Manual for the first time, providing clarity on the CFTC’s investigations and pursuit of violations processes.  In addition to increasing predictability of CFTC enforcement actions, the guide underscores the CFTC’s intention to incentivize self-reporting and cooperation, noting that the value of cooperation with the CFTC will be considered in deciding what charges and sanctions to impose and whether an individual or entity is eligible for a non-prosecution agreement or deferred prosecution agreement. The manual also provides a summary of prohibited conduct subject to investigation, which in addition to traditional enforcement action such as fraud, includes misappropriation of material non-public information and disruptive trading practices. The Enforcement Manual promises to provide meaningful information to advisers who suspect they may have committed a violation.

FINRA Matters 

FINRA Begins Effort to Simplify Firms’ Digital Experience.  On May 14, 2019, FINRA announced the launching of its Digital Experience Transformation, with the goal of simplifying digital interactions between firms and FINRA to create more efficient and effective compliance programs. The transformation is set to be implemented in stages through 2022, focusing on six solution areas identified as priorities by FINRA member firms, including enhanced interaction with FINRA staff and a simplified experience for users.

FINRA Introduces Peer-2-Peer Compliance Library.  FINRA launched its Peer-2-Peer Compliance Library providing a resource for member firms in locating templates, checklists and other materials to supplement FINRA provided materials. The library includes documents provided by FINRA registered firms on six compliance topics: (i) Customer Information, (ii) Cybersecurity, (iii) New Product Review, (iv) Outside Business Activities, (v) Outsourcing & Vendor Management, and (vi) Supervision.  The Library promises to be a useful resource for FINRA registered firms.

Digital Asset Matters

SEC Delays Decision on Two Bitcoin ETFs.  On May 14 and May 20, 2019, the SEC again delayed a decision on two bitcoin ETFs.  The SEC has yet to approve a bitcoin ETF, and is again seeking public comment on the ETF proposals.  The SEC will ultimately need to make a final decision by mid-October.  Cole-Frieman & Mallon LLP submitted a comment in support of approval, arguing it is in the best interest of the bitcoin market that the ETF be approved as it will allow the continued expansion of the digital asset industry and the related ecosystems.

SEC Publishes First Framework in Determining if an ICO Constitutes a Security.  On April 3, 2019, the SEC published its first framework for analyzing whether U.S. securities laws apply to an initial coin offering.  The SEC has confirmed their view that the Howey test should be used to determine if an “investment contract” exists with respect to the sale of a digital asset, thus requiring the sale to either be registered or qualify for an exemption from registration.  The framework gives insight on each of the prongs of the Howey test, which states that an “investment contract exists when there is an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others.”  The framework gives examples of several characteristics that are indicative of an investment contract, which promises to provide helpful guidance for those seeking to raise funds through an initial coin offering.

SEC Publishes First No-Action Letter for Cryptocurrency Token Sale. On April 3, 2019, the SEC published the first no-action letter for the offer and sale of tokens by a jet leasing business.  The SEC stated that their no-action position was based on (i) the tokens being fully operational at the time of sale, (ii) the business selling the tokens for $1 each and redeeming each token for $1 of air charter services per token with the business only repurchasing tokens at a discount to face value, and (iii) the restriction on transfer of the tokens to external wallets.  Taken together, the SEC appears to have been satisfied that any purchase of the token would not be for investment purposes.

SEC Sues Online Messaging Application for Conducting $100 Million Unregistered Securities Offering of Digital Tokens.  On June 4, 2019, the SEC sued a Canadian company running a messaging app with conducting an illegal securities offering for raising over $100 million through an initial coin offering without registering the offer and sale as required under securities law.  The complaint alleges that the company advertised the tokens as an investment opportunity and promised to work to promote demand of the token through company efforts, including incorporating the tokens on their messaging app. This case underscores the importance of complying with securities laws when attempting to raise money through coin offerings, as the SEC will seek to enforce such laws if they deem the ICO a securities offering.

IRS Commissioner Announces Cryptocurrency Tax Guidance to be Released Soon.  On May 30, 2019, IRS Commissioner Charles Rettig stated in a letter to congressman Tom Emmer that cryptocurrency tax guidance is a priority of the IRS and should be released “soon.” The Commissioner stated that the IRS is considering several issues, including: (i) acceptable methods for calculating cost basis; (ii) acceptable methods of cost basis assignment; and (iii) tax treatment of forks.  Guidance promises to be welcome by crypto investors as the IRS last issued guidance in 2014, which left several key questions unanswered.  The cryptocurrency market has also seen itself become increasingly complicated since that time with the emergence of forks, airdrops and staking.

SEC Hosts Public Forum to Discuss Distributed Ledger Technology and Digital Assets.  The SEC held a public forum to discuss digital assets on May 31, 2019.  As the second forum on digital assets held by the SEC, it aimed to facilitate greater communication on digital assets between industry, academia, and regulators.  SEC staff moderated panels with fintech insiders covering capital formations, trading and markets, investment management, and distributed ledger technology industry trends.  The SEC also announced at the forum a new program for visiting scholars, seeking qualified professors or PhDs with expertise in blockchain to assists the SEC for one year with their oversight and regulatory processes.  The forum is available to view online.

FinCEN Takes First Enforcement Action Against a Virtual Currency Exchanger.  On April 18, 2019, the Financial Crimes Enforcement Network (“FinCEN”) assessed a $35,350 penalty against a peer-to-peer exchanger of bitcoin for the willful violation of the Bank Secrecy Act’s registration and reporting requirements.  FinCEN found the exchanger was not merely a “user” of virtual currency, but a “money transmitter,” and thus was required to register as a money services business and comply with regulatory requirements applicable to them, including having an effective written AML program, filing SARs on transactions they “know, suspect, or have reason to suspect” are suspicious, and filing currency transaction reports on transactions over $10,000.  Exchangers of virtual currency must be aware they are considered money transmitters and must comply with the Bank Secrecy Act’s regulations or risk monetary penalties and a ban from the industry by FinCEN.  FinCEN has indicated that they will continue to seek enforcement action against exchangers who fail to register as money services businesses.

CFM Summarizes Blockstack Regulation A+ Offering.  We have provided a summary of Blockstack’s Regulation A+ “Tier 2” offering to the SEC.  While Regulation A+ has previously been discussed as a potential avenue for blockchain groups to raise capital, it had been untested until now.  The post summarizes many of the legal and regulatory aspects of Blockstack’s offering, and also highlights interesting business aspects that were revealed.  As Blockstack’s offering was just “qualified” by the SEC, their offering circular promises to work as a guide for future blockchain token projects seeking to raise capital through Regulation A+.

Offshore Matters 

Cayman Islands Announce No Penalties for Delayed Filings.  On April 9, 2019, Cayman Islands announced that while the deadline for Cayman Financial Institutions’ to satisfy their CRS/FATCA reporting obligations was May 31, 2019.  Financial Institutions that report by July 31, 2019 will not be subject to enforcement measures or penalties.

Bermuda Proposes Legislation Exempting Non-Tax Residents from Economic Substance Requirements.  On June 28, 2019, Bermuda’s Economic Substance Amendment Act 2019 became law.  The Amendment creates an exemption from Economic Substance requirements for ‘non-resident entities,’ which is an entity which is a resident for tax purposes in a jurisdiction outside Bermuda, not including those countries in Annex 1 to the EU list of non-cooperative jurisdiction (the so called “black list”).  The change brings Bermuda’s regulations in line with the regulations of the British Virgin Islands and the Cayman Islands, both of which exclude non-resident entities from their substance requirements.

Other Matters 

IRS Issues Qualified Opportunity Fund Guidance.  On April 17, 2019, the IRS issued additional guidance for the deferral of capital gains through investment in qualified opportunity funds.  Crucially, the IRS clarified the “substantially all” requirement for the holding period and use of tangible business property.  Under the regulations, property can qualify as “qualified opportunity zone business property” if substantially all of the use of the property is in a qualified opportunity zone for substantially all of the qualified opportunity fund’s holding period of such property.  The IRS has clarified that the threshold for “substantially all” is (i) 70% with respect to the use of the property; and (ii) 90% with respect to the qualified opportunity fund’s holding period of such property.

IRS Issues Proposed Regulations for Determining Global Intangible Low-Taxed Income.  On  June 14, 2019, the IRS published proposed regulations that provide taxpayers with guidance for determining the amount of global intangible low-taxed income (“GILTI”) to include in gross income.  Importantly for fund managers, the proposed regulations change how the GILTI regime applies to domestic partnerships, adopting an aggregate approach where GILTI is computed at the partner level rather than the entity level.  As the regulations are retroactive to 2018, fund managers who paid GILTI should discuss with their tax advisers if filing an amended tax return is advisable.

Legislature Presented with Two Bills Reforming Cannabis Banking.  Two bills are being considered by Congress that attempt to provide cannabis-related businesses and service providers with access to the banking and financial markets. On March 28, 2019, the House of Representatives Financial Services Committee approved the Secure and Fair Enforcement Banking Act (“SAFE Act”), which would prohibit federal banking and financial regulators and law enforcement from taking action against institutions solely because they provide financial services to cannabis-related businesses and also excludes legitimate cannabis related business from being deemed proceeds from unlawful activity under anti-money laundering laws. On April 4, 2019, the Strengthening the Tenth Amendment Through Entrusting States Act (“STATES Act”) was re-introduced in both the House and the Senate.  The STATES Act would remove state-legal marijuana-related activity from the Controlled Substances Act, significantly restricting federal enforcement abilities of cannabis.  Both bills would significantly alter the cannabis industry, allowing them to access and interact with the economy in ways previously denied to them.

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Compliance Calendar.

 

Please note the following important dates as you plan your regulatory compliance timeline for the coming months:

Deadline Filing
June 29, 2019 Delivery of audited financial statements to investors (private fund managers to fund of funds, including SEC, State, and CFTC registrants)
June 30, 2019 Deadline for Cayman Island registered funds with a fiscal year end of December 31 to file the Fund Annual Return and audited financial statements with Cayman Islands Monetary Authority
June 30, 2019 Deadline for making available AIFMD annual report for funds in or advertising in the EU (Alternative Investment Funds with a financial year ending on December 31)
June 30, 2019 Review holdings to determine Form PF filing requirements
July 10, 2019 Review transactions and assess whether Form 13H needs to be amended
July 15, 2019 Quarterly Form PF due for large liquidity fund advisers
July 30, 2019 Quarterly account statements due (Commodity Pool Operators (“CPOs”) claiming the 4.7 exemption)
July 31, 2019 Cayman Islands CRS and US FATCA reporting deadline without adverse consequences (for those who missed the initial May 31, 2018 deadline)
August 14, 2019 Form 13F filing (advisers managing $100 million in 13F Securities)
August 14, 2019 CTA-PR filing with NFA
August 29, 2019 Quarterly Form PF due for large hedge fund advisers
August 29, 2019 CPO-PQR filing with NFA
September 30, 2019 Review transactions and assess whether Form 13H needs to be amended
September 30, 2019 Deadline to designate a MLRO, DMLRO, and AMLCO for Cayman Islands AML compliance
October 15, 2019 Quarterly Form PF due for large liquidity fund advisers
October 15, 2019 Annual Foreign Bank and Financial Accounts Report deadline (for those who missed the April 17 deadline

Bart Mallon is a founding partner of Cole-Frieman & Mallon LLP.  Mr. Mallon can be reached directly at 415-868-5345.

Simple Agreement for Future Tokens (SAFT)

SAFT Background for Cryptocurrency Funds

As we discussed in a recent post, the SEC Report on the DAO, issued in July of this year, discussed how the SEC views Initial Coin Offerings (ICOs). One key takeaway from this report was that some digital assets/ tokens fall within the definition of securities, depending on the facts and circumstances related to the nature of the particular digital asset/token. If an ICO is considered an offer and sale of a security, then that offering must comply with federal securities laws.  This means the token must either be registered as a security with the SEC or that the token qualifys for an exemption from registration requirements.

In an attempt to comply with SEC regulations and account for some of the uncertainties around regulation of these digital assets, some recent ICOs have launched using a Simple Agreement for Future Tokens (SAFT) along with an accompanying offering memorandum. The SAFT, modeled after Y Combinator’s Simple Agreement for Future Equity (SAFE), is an agreement offering future tokens to accredited investors. Instead of offering an immediately available token, these SAFTs offer the right to a token upon a triggering event. SAFTS are intended to be private offerings exempt from registration with the SEC. Notably, Protocol Labs, Inc. offered the right to purchase Filecoin tokens through a SAFT earlier this year. Since then, multiple other ICOs have launched using SAFTS, including Unikrn, StreamCoin Labs, and Kik Interactive.

Overview of SAFT documentation

As part of some ICO launches, investors are subscribing through a SAFT and accompanying offering memorandum.  The SAFT is an agreement signed by both the issuer and the purchaser of the future tokens. The general SAFT template includes various provisions which we outline below.

  • Country legends – disclaimers directed toward specific countries, including statements on registration and restrictions on transfer of the tokens.
  • Sale information – purchase amount and price, token amounts, and vesting period.
  • Background information – various events including network launch, dissolution events, and termination events are discussed. A network launch will generally trigger an issuance of tokens based on the purchase amount of each investor.
  • Purchaser and Issuer representations – various representations made by both the issuer and purchaser are included. Notably, the purchaser will represent that it has been advised that the SAFT is a security and has not been registered, and cannot be resold without the consent of the issuer. The agreement also includes the procedures for purchase of rights under the SAFT including the form of payment.
  • Miscellaneous/ transfer provisions – various miscellaneous provisions including transfer restrictions and rights under the SAFT.

SAFT Offering Memorandum

The offering memorandum is similar private placement memorandum (PPM) for a traditional hedge fund and provides the prospective investor with information on the structural and business aspects of the offering. Below is a non-exhaustive list of some of the major sections of the offering memorandum:

  • Legends and securities laws notices
  • Table of contents
  • Company overview
  • Description of the directors and management
  • Terms of the purchase rights and the SAFTS
  • Risk factors
  • Description of the use of proceeds
  • Description of the plan of distribution

Potential Issues

There are a number of potential issues, including legal and regulatory, that may arise through the use of SAFTS.

Is a SAFT a security?

The SEC has applied the Howey test to digital assets, concluding that a token may be a security based on specific facts and circumstances. To determine whether tokens are securities, the SEC has looked to whether there is an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.

The drafters of SAFTs have generally taken the position that SAFTs are securities (e.g., investment contracts). The SEC has commented in the past on SAFEs with respect to crowdfunding, mentioning that SAFEs are a type of security, warning investors to be cautious. SAFTs that are limited to accredited investors will likely elicit less concern from the SEC as they are not aimed at retail investors. It remains to be seen, however, whether the SEC will also consider SAFTs securities in a similar context with SAFEs. While any determination on whether the SAFT is a security will likely be based on the specific use of the underlying tokens, it seems likely that many SAFTs would be deemed securities because the purchasers are investing money (or other digital assets) in the rights to the future underlying token with the expectation of profits from the efforts of the issuers of the SAFT.

Restrictions on transfer

Under a SAFT, there is typically a restriction on the purchaser’s ability to transfer or make use of the tokens until the tokens are vested. Vesting takes place once the network is launched and the tokens are mined. A purchaser generally can, however, transfer its rights in a SAFT to another person or entity with the consent of the company issuing the SAFT. Below is a non-exhaustive list of some of the major provisions that should be in the transfer agreement.

  • Transfer of the SAFT
  • Consideration
  • Consent of the company that issued the SAFT
  • Transferor representations and warranties that it owns the SAFT and is able to transfer
  • Transferee representations that it will be bound by the terms of the SAFT

Source of funds

Many of these SAFTs allow purchasers to use various forms of consideration for these contracts including US dollars, Bitcoin, and other digital assets. This may raise anti-money laundering concerns around the source of the funds used for these purchases.

How do regulators view SAFTs?

US regulators have not provided specific guidance on the use of SAFTS. As discussed previously, the SEC has stated that some tokens are securities. Additionally, earlier this year, the SEC charged a businessman with allegedly running two fraudulent ICOs and appears to be taking an increasing interest in these issues. The SEC has mentioned the crowdfunding regulations in the SEC Report on the DAO, and the SEC seemed to be highlighting an option for certain fund sponsors. Given also that the SEC has commented on SAFEs with respect to venture and crowdfunding, it is possible that regulators will draw certain parallels between SAFEs and SAFTs in its views on these instruments. Unfortunately, until regulators issue additional guidance, it is not yet clear whether the SAFT in some cases will be sufficient to satisfy the SEC or other regulators.

Looking Forward

The SAFT represents some investment managers’ response to the concerns of the SEC and may encourage more ICOs to be based in the US. We hope the SEC and other regulators comment on their view of SAFTs, although much of the discussion over whether a SAFT or token is a security will remain a facts and circumstances determination.

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For more information on this topics related to the digital asset space, please see our collection of cryptocurrency fund legal and operational posts.

Bart Mallon is a founding partner of Cole-Frieman & Mallon LLP.  Cole-Frieman & Mallon LLP has been instrumental in structuring the launches of some of the first cryptocurrency focused hedge funds. For more information on this topic, please contact Mr. Mallon directly at 415-868-5345.

Hedge Fund Bits and Pieces for March 24, 2017

Happy Friday from rainy San Francisco. As a reminder, there is one week left for investment advisers to complete the annual ADV update.

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Notes on cryptocurrency and blockchain – earlier this week Coinbase added a new margin product for leveraged trading in certain leading cryptocurrencies including Bitcoin. We believe that a product like this would be subject to CFTC jurisdiction and certain registration (or exemption) requirements. As we’ve had more discussions with groups in this space over the last couple of weeks we are seeing both the difficulties of running a fund strategy in this space (hard to find banks willing to support crypto managers; lack of audit firms able to audit these strategies) and the possibilities of blockchain technology (potentially uses for compliance in the hedge fund space).  These discussions have come in the wake of significant client interest in this are and our article on bitcoin hedge funds.

Cannabis Investment Management Conference – continuing on our earlier discussion of the rise of investment opportunities in the cannabis space, MedMen and IMN are putting on The Institutional Capital & Cannabis Conference next week in San Jose. The conference will take place on March 28-29 and will include a number of funds and allocators in the cannabis space.

Regulations and Tax – not as much news this week on the regulatory front applicable to hedge funds – we expect to begin hearing more next week (after the Health Care Bill vote) when/if the discussion of tax reform begins. If Trump keeps his word to eliminate the “carried interest loophole”, we may see more discussion of the issue like we did back in 2011 and 2009.

Other Items:

  • SEC Compliance Seminars – the SEC announced compliance seminars in a number of cities. Please see the release here.
  • Connecticut Reminder to Exempt IAs – the Connecticut Department of Banking sent out a regulatory reminder about managers who utilize the Connecticut IA registration exemption (more information in our post about the Connecticut ERA filing) in the state. The release can be found here.
  • SEC Adopts T+2 – the settlement cycle for securities transactions gets shorter by one day on September 5, 2017. We expect to hear more from the brokerage firms about this change in the next couple of months as systems become integrated with the new requirements. The announcement can be found here.

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Bart Mallon is a founding partner of Cole-Frieman & Mallon LLP and focuses his legal practice on the investment management industry. He can be reached directly at 415-868-5345.

Cole-Frieman & Mallon 2016 End of Year Update

Below is our quarterly newsletter. If you would like to be added to our distribution list, please contact us

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January 4, 2016

Clients, Friends, Associates:

While the holiday season is a cause for celebration and reflection, it is also the busiest time of the year for most investment managers.  Year-end administrative upkeep and 2017 planning are particularly important, especially for General Counsels, Chief Compliance Officers, and key operations personnel.  As we head into 2017, we have put together this checklist to help managers stay on top of the business and regulatory landscape for the coming year.

This overview includes the following:

  • Annual Compliance & Other Items
  • Annual Fund Matters
  • Annual Management Company Matters
  • Regulatory & Other Changes in 2016
  • Compliance Calendar

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Annual Compliance & Other Items:

Annual Privacy Policy Notice. On an annual basis, registered investment advisers (“RIAs”) must provide natural person clients with a copy of the firm’s privacy policy, even if there are no changes to the policy.

Annual Compliance Review. On an annual basis, the Chief Compliance Officer (“CCO”) of an RIA must conduct a review of the adviser’s compliance policies and procedures. This annual compliance review should be in writing and presented to senior management. We recommend that firms discuss the annual review with their outside counsel or compliance firm, who can provide guidance about the review process as well as a template for the assessment and documentation. Advisers should be careful that sensitive conversations regarding the annual review are protected by attorney-client privilege. CCOs may also want to consider additions to the compliance program. Advisers that are not registered may still wish to review their procedures and/or implement a compliance program as a best practice.

Form ADV Annual Amendment. RIAs or managers filing as exempt reporting advisers (“ERAs”) with the SEC or a state securities authority, must file an annual amendment to Form ADV within 90 days of the end of their fiscal year. RIAs must provide a copy of the updated Form ADV Part 2A brochure and Part 2B brochure supplement (or a summary of changes with an offer to provide the complete brochure) to each “client”. Note that for SEC-registered advisers to private investment vehicles, a “client” for purposes of this rule include the vehicle(s) managed by the adviser. State-registered advisers need to examine their state’s rules to determine who constitutes a “client”.

Switching to/from SEC Regulation.SEC Registration. Managers who no longer qualify for SEC registration as of the time of filing the annual Form ADV amendment must withdraw from SEC registration within 180 days after the end of their fiscal year by filing Form ADV-W. Such managers should consult their state securities authorities to determine whether they are required to register in the states in which they conduct business. Managers who are required to register with the SEC as of the date of their annual amendment must register with the SEC within 90 days of filing the annual amendment.Exempt Reporting Advisers. Managers who no longer meet the definition of an ERA will need to submit a final report as an ERA and apply for registration with the SEC or the relevant state securities authority, if necessary, generally within 90 days after the filing of the annual amendment.

Custody Rule Annual Audit.

SEC-Registered IA. SEC-registered advisers must comply with certain custody procedures, including (i) maintaining client funds and securities with a qualified custodian; (ii) having a reasonable basis to believe that the qualified custodian sends an account statement to each advisory client at least quarterly; and (iii) undergoing an annual surprise examination conducted by an independent public accountant.

Advisers to pooled investment vehicles may avoid both the quarterly statement and surprise examination requirements by having audited financial statements prepared for each pooled investment vehicle in accordance with generally accepted accounting principles by an independent public accountant registered with the Public Company Accounting Oversight Board (“PCAOB”). Statements must be sent to the fund or, in certain cases, investors in the fund, within 120 days after the fund’s fiscal year-end. Managers should review their custody procedures to ensure compliance with the rules.

California-Registered IA. California-registered investment advisers (“CA RIAs”) that manage pooled investment vehicles and are deemed to have custody of client assets must, among other things, (i) provide notice of such custody on the Form ADV; (ii) maintain client assets with a qualified custodian; (iii) engage an independent party to act in the best interest of investors to review fees, expenses, and withdrawals; and (iv) retain an independent certified public accountant to conduct surprise examinations of assets. CA RIAs to pooled investment vehicles may avoid the independent party and surprise examinations requirements by having audited financial statements prepared by an independent public accountant registered with the PCAOB and distributing such audited financial statements to all limited partners (or members or other beneficial owners) of the pooled investment vehicle, and to the Commissioner of the California Department of Business Oversight (“DBO”).

Advisers registered in other states should consult with legal counsel about those states’ custody requirements.

California Minimum Net Worth Requirement and Financial Reports.

RIAs with Custody. Every CA RIA that has custody of client funds or securities must maintain at all times a minimum net worth of $35,000. Notwithstanding the foregoing, the minimum net worth for a CA RIA (A) deemed to have custody solely because they act as general partner of a limited partnership, or a comparable position for another type of pooled investment vehicle; and (B) that otherwise comply with the California custody rule described above (such advisers, the “GP RIAs”), is $10,000.

RIAs with Discretion. Every CA RIA that has discretionary authority over client funds or securities but does not have custody, must maintain at all times a minimum net worth of $10,000.

Financial Reports. Every CA RIA that either has custody of, or discretionary authority over, client funds or securities must file an annual financial report with the Department of Business Oversight within 90 days after the adviser’s fiscal year end. The annual financial report must contain a balance sheet, income statement, supporting schedule, and a verification form. These financial statements must be audited by an independent certified public accountant or independent public accountant if the adviser has custody and is not a GP RIA.

Annual Re-Certification of CFTC Exemptions. Commodity pool operators (“CPOs”) and commodity trading advisers (“CTAs”) currently relying on certain exemptions from registration with the CFTC are required to re-certify their eligibility within 60 days of the calendar year-end. CPOs and CTAs currently relying on relevant exemptions will need to evaluate whether they remain eligible to rely on such exemptions.

CPO and CTA Annual Updates. Registered CPOs and CTAs must prepare and file Annual Questionnaires and Annual Registration Updates with the NFA, as well as submit payment for annual maintenance fees and NFA membership dues. Registered CPOs must also prepare and file their fourth quarter report for each commodity pool on Form CPO-PQR, while CTAs must file their fourth quarter report on Form CTA-PR. Unless eligible to claim relief under Regulation 4.7, registered CPOs and CTAs must update their disclosure documents periodically, as they may not use any document dated more than 12 months prior to the date of its intended use. Disclosure documents that are materially inaccurate or incomplete must be corrected promptly, and the corrected version must be distributed promptly to pool participants.

Trade Errors. Managers should make sure that all trade errors are properly addressed pursuant to the manager’s trade errors policies by the end of the year. Documentation of trade errors should be finalized, and if the manager is required to reimburse any of its funds or other clients, it should do so by year-end.

Soft Dollars. Managers that participate in soft dollar programs should make sure that they have addressed any commission balances from the previous year.

Schedule 13G/D and Section 16 Filings. Managers who exercise investment discretion over accounts (including funds and SMAs) that are beneficial owners of 5% or more of a registered voting equity security must report these positions on Schedule 13D or 13G. Passive investors are generally eligible to file the short form Schedule 13G, which is updated annually within 45 days of the end of the year. Schedule 13D is required when a manager is ineligible to file Schedule 13G and is due 10 days after acquisition of more than 5% beneficial ownership of a registered voting equity security. For managers who are also making Section 16 filings, this is an opportune time to review your filings to confirm compliance and anticipate needs for the first quarter.

Section 16 filings are required for “corporate insiders” (including beneficial owners of 10% or more of a registered voting equity security). An initial Form 3 is due within 10 days after becoming an “insider”; Form 4 reports ownership changes and is due by the end of the second business day after an ownership change; and Form 5 reports any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting and is due within 45 days after the end of each fiscal year.

Form 13F. A manager must file a Form 13F if it exercises investment discretion with respect to $100 million or more in certain “Section 13F securities” within 45 days after the end of the year in which the manager reaches the $100 million filing threshold. The SEC lists the securities subject to 13F reporting on its website.

Form 13H. Managers who meet the SEC’s large trader thresholds (in general, managers whose transactions in exchange-listed securities equal or exceed two million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month) are required to file an initial Form 13H with the SEC within 10 days of crossing the threshold. Large traders also need to amend Form 13H annually within 45 days of the end of the year. In addition, changes to the information on Form 13H will require interim amendments following the calendar quarter in which the change occurred.

Form PF. Managers to private funds that are either registered with the SEC or required to be registered with the SEC and have at least $150 million in regulatory AUM must file Form PF. Smaller private advisers (fund managers with less than $1.5 billion in regulatory AUM) must file Form PF annually within 120 days of their fiscal year-end. Larger private advisers (fund managers with $1.5 billion or more in regulatory AUM) must file Form PF within 60 days of the end of each fiscal quarter.

SEC Form D. Form D filings for most funds need to be amended on an annual basis, on or before the anniversary of the most recently filed Form D. Copies of Form D can be obtained by potential investors via the SEC’s EDGAR website.

Blue Sky Filings. On an annual basis, a manager should review its blue sky filings for each state to make sure it has met any renewal requirements. Several states impose late fees or reject late filings altogether. Accordingly, it is critical to stay on top of filing deadlines for both new investors and renewals. We also recommend that managers review blue sky filing submission requirements. Many states now permit blue sky filings to be filed electronically through the Electronic Filing Depository (“EFD”) system, and certain states will now only accept filings through EFD.

IARD Annual Fees. Preliminary annual renewal fees for state-registered and SEC-registered investment advisers are due on December 16, 2016. If you have not already done so, you should submit full payment now.

Pay-to-Play and Lobbyist Rules. SEC rules disqualify investment advisers, their key personnel and placement agents acting on their behalf, from seeking to be engaged by a governmental client if they have made political contributions. State and local governments have similar rules, including California, which requires internal sales professionals who meet the definition of “placement agents” (people who act for compensation as finders, solicitors, marketers, consultants, brokers, or other intermediaries in connection with offering or selling investment advisory services to a state public retirement system in California) to register with the state as lobbyists and comply with California lobbyist reporting and regulatory requirements. Investment professionals (employees who spend at least one-third of their time managing the assets or securities of the manager) are statutorily excluded from California’s “placement agent” definition, and thus do not have to register as lobbyists. Note that managers offering or selling investment advisory services to local government entities must register as lobbyists in the applicable cities and counties.

State laws on lobbyist registration differ widely, so we recommend reviewing your reporting requirements in the states in which you operate to make sure you are in compliance with the rules.

Annual Fund Matters:

New Issue Status. On an annual basis, managers need to confirm or reconfirm the eligibility of investors that participate in initial public offerings or new issues, pursuant to both FINRA Rules 5130 and 5131. Most managers reconfirm investors’ eligibility via negative consent (i.e. investors are informed of their status on file with the manager and are asked to inform the manager of any changes). A failure to respond by any investor operates as consent to the current status.

ERISA Status. Given the significant problems that can occur from not properly tracking ERISA investors in private funds, we recommend that managers confirm or reconfirm on an annual basis the ERISA status of their investors. This is particularly important for managers that track the underlying percentage of ERISA funds for each investor.

Wash Sales. Managers should carefully manage wash sales for year-end. Failure to do so could result in embarrassing book/tax differences for investors. Certain dealers can provide managers with swap strategies to manage wash sales, including Basket Total Return Swaps and Split Strike Forward Conversion. These strategies should be considered carefully to make sure they are consistent with the investment objectives of the fund.

Redemption Management. Managers with significant redemptions at the end of the year should carefully manage unwinding positions so as to minimize transaction costs in the current year (that could impact performance) and prevent transaction costs from impacting remaining investors in the next year. When closing funds or managed accounts, managers should pay careful attention to the liquidation procedures in the fund constituent documents and the managed account agreement.

NAV Triggers and Waivers. Managers should promptly seek waivers of any applicable termination events set forth in a fund’s ISDA or other counterparty agreement that may be triggered by redemptions, performance, or a combination of both at the end of the year (NAV declines are common counterparty agreement termination events).

Fund Expenses. Managers should wrap up all fund expenses for 2016 if they have not already done so. In particular, managers should contact their outside legal counsel to obtain accurate and up to date information about legal expenses for inclusion in the NAV for year-end performance.

Electronic Schedule K-1s. The IRS authorizes partnerships and limited liability companies taxed as partnerships to issue Schedule K-1s to investors solely by electronic means, provided the partnership has received the investor’s affirmative consent. States may have different rules regarding electronic K-1s and partnerships should check with their counsel whether they may still be required to send state K-1s on paper. Partnerships must also provide each investor with specific disclosures that include a description of the hardware and software necessary to access the electronic K-1s, how long the consent is effective and the procedures for withdrawing the consent. If you would like to send K-1s to your investors electronically, you should discuss your options with your service providers.

“Bad Actor” Recertification Requirement. A security offering cannot rely on the Rule 506 safe-harbor from SEC registration if the issuer or its “covered persons” are “bad actors”. Fund managers must determine whether they are subject to the bad actor disqualification any time they are offering or selling securities in reliance on Rule 506. The SEC has advised that an issuer may reasonably rely on a covered person’s agreement to provide notice of a potential or actual bad actor triggering event pursuant to contractual covenants, bylaw requirements or undertakings in a questionnaire or certification. If an offering is continuous, delayed or long-lived, however, issuers must update their factual inquiry periodically through bring-down of representations, questionnaires and certifications, negative consent letters, periodic re-checking of public databases and other steps, depending on the circumstances. Fund managers should consult with counsel to determine how frequently such an update is required. As a matter of practice, most fund managers should perform such an update at least annually.

U.S. FATCA and UK FATCA. Funds should monitor their compliance with U.S. FATCA and UK FATCA. U.S. FATCA reports are due on March 31, 2017 or September 30, 2017, depending on where the fund is domiciled. UK FATCA reports are due May 31, 2017. As a reminder for this year, we strongly encourage managers to file the required reports and notifications, even if they already missed previous deadlines. Applicable jurisdictions may be increasing enforcement and monitoring of FATCA reporting and imposing penalties for each day late. We recommend managers contact their tax advisors to stay on top of these requirements and avoid potential penalties.

Annual Management Company Matters:

Management Company Expenses. Managers who distribute profits on an annual basis should attempt to address management company expenses in the year they are incurred. If ownership or profit percentages are adjusted at the end of the year, a failure to manage expenses could significantly impact the economics of the partnership or the management company.

Employee Reviews. An effective annual review process is important to reduce the risk of employment-related litigation and protect the management company in the event of such litigation. Moreover, it is an opportunity to provide context for bonuses, compensation adjustments, employee goals and other employee-facing matters at the firm. It is not too late to put an annual review process in place.

Compensation Planning. In the fund industry, and the financial services industry in general, the end of the year is the appropriate time to make adjustments to compensation programs. Since much of a manager’s revenue is tied to annual income from incentive fees, any changes to the management company structure, affiliated partnerships, or any shadow equity programs should be effective on the first of the year. Make sure that partnership agreements and operating agreements are appropriately updated to reflect such changes.

Insurance. If a manager carries D&O insurance or other liability insurance, the policy should be reviewed on an annual basis to ensure that the manager has provided notice to the carrier of all claims and all potential claims. Newly launched funds should also be added to the policy as appropriate.

Other Tax Considerations. Fund managers should assess their overall tax position and consider several steps to optimize tax liability. Managers should also be aware of self-employment taxes, which can be minimized by structuring the investment manager as a limited partnership. Managers can take several steps to optimize their tax liability, including: (i) changing the incentive fee to an incentive allocation; (ii) use of stock-settled stock appreciation rights; (iii) if appropriate, terminating swaps and realizing net losses; (iv) making a Section 481(a) election under the Internal Revenue Code of 1986, as amended (the “Code”); (v) making a Section 475 election under the Code; and (vi) making charitable contributions. Managers should consult legal and tax professionals to evaluate these options.

Regulatory & Other Changes in 2016:

The Supreme Court Declines to Follow Newman in Ruling on Insider Trading Case. On December 6, 2016, The Supreme Court decided Salman v. United States, unanimously upholding the Ninth Circuit’s decision to affirm Bassam Salman’s conviction of insider trading, a decision we discussed previously. Salman was a closely-watched “tipper-tippee” liability case in which Mr. Salman traded on inside information he received from his future brother-in-law, who in turn received the information from his brother, a former investment banker at Citigroup. Historically, the Supreme Court has held that “tippers” are liable if they disclose material, nonpublic information in breach of a fiduciary duty and in order to receive a “personal benefit”; and tippees are liable for trading on the tip if they know the tipper’s disclosure was in breach of a duty and to receive a personal benefit. Salman sought to rely on the Second Circuit’s holding in Newman that a tipper must receive something of a “pecuniary or similarly valuable nature” in arguing that a gift of confidential information to a friend or family member was alone insufficient to establish the “personal benefit” required for tippee liability. The Supreme Court disagreed, holding that gifting inside information to “a relative or friend” constitutes a sufficient personal benefit to the tipper. Salman does not completely overturn Newman, and key questions remain unanswered (including how close the relationship must be between tipper and tippee) but it makes clear that gifting nonpublic confidential information to a friend or relative who trades on that information can trigger insider trading liability.

SEC Updates.

SEC Revised Qualified Client Threshold. Effective August 15, 2016, the SEC increased the “net worth” threshold in the definition of “Qualified Client” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), from $2,000,000 to $2,100,000 to account for inflation. The Qualified Client threshold is critically important for investment advisers because performance fees and incentive allocations can only be charged to investors who are Qualified Clients in nearly all jurisdictions. All investment advisers should examine their subscription documents to ensure that new investors have provided accurate representations regarding their Qualified Client status.

SEC Proposes Rule Requiring RIAs to Adopt Business Continuity and Transition Plans. The SEC’s proposed rule would require SEC RIAs to implement written business continuity and transition plans designed to mitigate the effects of significant internal or external disruptions in operations, such as natural disasters, cyber-attacks, technology failures, and departure of key personnel. The content of such plans would be based upon risks associated with a RIA’s operations and would include policies and procedures designed to address different elements of a firm’s business. Firms would also be required to review the adequacy and effectiveness of their plans at least annually and retain certain records.

SEC Emphasis on Cybersecurity. Throughout 2016, cybersecurity remained an enforcement priority for the SEC. In June, the SEC appointed Christopher R. Hetner, a career information security expert, to the role of Senior Advisor to the Chair for Cybersecurity Policy. Later that month, it was announced that Morgan Stanley had settled SEC charges brought against the firm for failure to protect digital customer information through failure to adopt the statutorily required written policies and procedures.  Given the SEC’s continued emphasis on cybersecurity, firms should be moving forward with cybersecurity implementation and may want to discuss with counsel or other outside service providers.

SEC Implemented Business Conduct Standards for SBS Dealers and Major SBS Participants. On April 15, 2016, the SEC adopted new rules that would require security-based swap (“SBS”) entities to comply with a comprehensive set of business conduct standards and CCO requirements. The new rules aim at enhancing accountability and transparency in transactions with investors and special entities in the over-the-counter derivatives market, which, according to SEC Chair Mary Jo White, has lacked fundamental customer protections for years. Additional provisions and heightened protections apply in transactions with special entities, such as municipalities, pension plans, and endowments.

SEC Amended Form ADV and Rule 204-2. On August 25, 2016, the SEC adopted rules to enhance the information reported by investment advisers on Form ADV with a goal of increasing transparency, efficiency and compliance. The rules increase reporting on Form ADV with respect to SMAs, formalize umbrella registration requirements for related investment advisers, and expand the books and records required to be kept related to performance. Advisers will need to begin complying with the amendments on October 1, 2017.

SEC Approved FINRA Pay-To-Play Rule. The SEC approved FINRA’s proposed Rule 2030 which applies to investment advisers who are also FINRA member firms (i.e. also broker-dealers).  Rule 2030 was modeled after Advisers Act Rule 206(4)-5 and addresses pay-to-play practices by investment advisers who are also broker-dealers. The elements and terms of FINRA’s rule are substantially similar to the SEC’s pay-to-play rule and prohibit covered members from engaging in distribution and solicitation activities for compensation with government entities on behalf of an investment adviser within two years after a contribution is made to an official of the government entity by the covered member. FINRA member firms that are not yet subject to the pay-to-play rule should familiarize themselves with its provisions.

Outgoing SEC Chair. SEC Chair Mary Jo White announced recently that she plans to step down from that role around when President Obama leaves office in January. During Ms. White’s tenure, the SEC focused on tightening rules implementing the Dodd–Frank Wall Street Reform and Consumer Protection Act and pursued record numbers of enforcement cases. President-elect Trump will appoint Ms. White’s successor, and it is not yet clear how the SEC’s focus and priorities may change under new leadership.

CFTC and NFA Updates.

NFA Proposed Amendments to Financial Reporting Rule and Amended Compliance Rule 2-46. The NFA proposed to revise forms PQR and PR to require CPOs and CTAs respectively to disclose two ratios related to their financial health that would measure the firm’s ability to pay its short-term obligations with current assets and the firm’s pricing strategy and operating efficiency. CPOs and CTAs would also be required to keep records demonstrating how the ratios were calculated. Additionally, effective September 30, 2016, each late Form CPO-PQR or CTA-PR will be subject to a $200 fee for each business day it is late. Generally, Form CTA-PR is due within 45 days and Form CPO-PQR within 60 days of the relevant calendar quarter end. Note, however, that payment and acceptance of the fees does not preclude the NFA from filing a disciplinary action for failure to comply with the deadlines imposed by NFA Compliance Rules.

CFTC Amended CPO Financial Report Requirements. On November 25, 2016, the CFTC published final rules amending certain CPO financial report requirements. Effective December 27, 2016, the amendments will permit the use of additional alternative generally accepted accounting principles, standards or practices; provide relief from the Annual Report audit requirement under certain circumstances; and clarify that an audited Annual Report must be distributed and submitted at least once during the life of a commodity pool. The amendments codify certain exemptions provided by the Commission over the years on a case-by-case basis through exemptive or no-action letters.  We recommend contacting counsel, or reviewing the Federal Register to determine eligibility for the amended regulations.

Prudential Regulators and CFTC Adopted Margin Rules for Uncleared Swaps. The prudential regulators – the Federal Deposit Insurance Corporation, the Department of the Treasury (the Office of the Comptroller of the Currency), the Board of Governors of the Federal Reserve System, the Farm Credit Administration and the Federal Housing Finance Agency – (“PRs”) adopted a joint final rule covering swap entities that are supervised by one of the PRs (such covered swap entities, “CSEs”). Shortly thereafter, the CFTC adopted its own final rule covering swap entities that are not supervised by one of the PRs, but that are registered with CFTC (“Non-Bank CSEs”). Both the PRs and the CFTC emphasized that the margin requirements are intended to reduce risk for individual CSEs and for the financial system as a whole. We recommend that you speak with your firm’s outside counsel to determine if either rule applies to you.

NFA Guidance Regarding Cybersecurity. Beginning March 1, 2016, each NFA member firm should have established a written information systems securities program (“ISSP”) discussing, among other items, the firm’s current cybersecurity risks and ongoing cybersecurity training, and creating an “incident response” plan to help manage, contain and mitigate identified security breaches. Each ISSP must be reviewed annually by an executive-level officer of the firm. NFA members should review their cybersecurity programs and promptly take appropriate steps to make sure they are in compliance with the new rule.

Municipal Advisor Rulemaking. On August 17, 2016, the Municipal Securities Rulemaking Board (“MSRB”) extended pay-to-play standards to municipal advisors. Amended Rule G-37 prohibits municipal advisors from engaging in municipal securities business for two years after making certain political contributions and from soliciting or coordinating contributions with certain municipal officials and political parties with which the municipal advisor is engaging, or seeking to engage, in business. The rule also requires quarterly disclosures of certain contributions to the MSRB. Municipal advisors should review their current policies and consider whether they adequately address the new pay-to-play rules.

Other Updates.

DOL Defined Fiduciary of an Employee Benefit Plan under ERISA. The United States Department of Labor (“DOL”) issued a new rule that will extend fiduciary status to all advisers offering investment advice to employee benefit plans, plan fiduciaries, and IRAs when the rule comes into effect early next year. Under the new rule, all investment advisers who provide such advice will be required to make recommendations that are in the “best interest” of their clients. Under certain exemptions, an investment adviser would be able to continue using methods of conflicted compensation as long as the adviser meets specific conditions that mitigate conflicts of interest and ensure that investment advice is in the best interest of their clients. The general fiduciary standard becomes effective on April 10, 2017. There is a fair amount of uncertainty regarding the new rule’s application to private fund advisers, but at this time we have no reason to believe it will apply to private funds that are not “plan assets” funds (i.e., funds that do not exceed the 25% ERISA threshold). Investment advisers are encouraged to review their client base and discuss with legal counsel to determine whether they are subject to this new regulation.

New Due Diligence Requirements for Covered Financial Institutions. The U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued new customer due diligence (“CDD”) requirements that covered financial institutions must comply with by May 11, 2018. Covered financial institutions (which include banks, broker-dealers in securities, mutual funds, futures commission merchants and introducing brokers in commodities) will be required to verify the identity of any natural person that is a beneficial owner of at least 25% of any legal entity applying to open a new account, develop a customer risk profile for each customer, and establish an account-monitoring system to report suspicious transactions. Certain types of customers are exempted from these requirements.

New Filing Deadline for Form 1099-MISC. The IRS now requires Form 1099-MISC to be filed on or before January 31, 2017, when reporting nonemployee compensation payments. Otherwise, Form 1099-MISC may be filed by February 28, 2017, if it is filed on paper, or by March 31, 2017, if it is filed electronically. Automatic 30-day extension is available by filing Form 8809 by January 31, 2017. No signature or explanation is required for the extension.

Offshore Updates.

Cayman Islands Publishes Limited Liability Company Law. The highly-anticipated Cayman Islands Limited Liability Companies Law came into effect on July 8, 2016, and allows for the formation and operation of a limited liability company similar in structure and flexibility to that of a Delaware limited liability company (“LLC”). We have been in discussions with certain Cayman law firms about how managers might use such LLCs in their offshore structures in future. It seems like the best use will be for certain management company entities or as single-purpose investment vehicles under a larger fund structure. At this time, we do not expect the LLC form to supersede the Ltd. form for actual fund entities in the Cayman Islands. If you are interested in how you might be able to utilize these vehicles in the future, we recommend that you speak with your firm’s offshore counsel to discuss the entity’s advantage and disadvantages.

ESMA Proposed Extension of Funds Passport to 12 Non-EU Countries. The European Securities and Markets Authority (“ESMA”) recommended this year that the Alternative Investment Fund Managers Directive (“AIFMD”) passport should apply to 12 non-EU countries: Australia, Bermuda, Canada, Cayman Islands, Guernsey, Hong Kong, Japan, Jersey, Isle of Man, Singapore, Switzerland, and the United States. The passport is currently available to EU entities, but according to ESMA, there are generally no significant obstacles impeding the application of AIFMD in these 12 countries. ESMA’s advice will be considered next by the European Commission, Parliament and Council. If the passport is extended, it will be easier for non-EU alternative investment fund managers and alternative investment funds to market and manage funds throughout the EU.

Compliance Calendar.  As you plan your regulatory compliance timeline for the coming months, please keep the following dates in mind:

Deadline – Filing

  • December 16, 2016 – IARD Preliminary Renewal Statement payments due (submit early to ensure processing by deadline)
  • December 27, 2016 – Last day to submit form filings via IARD prior to year-end
  • December 31, 2016 – Review AUM to determine 2017 Form PF filing requirement
  • January 15, 2017 – Quarterly Form PF due for large liquidity fund advisers (if applicable)
  • January 31, 2017 – “Annex IV” AIFMD filing
  • February 14, 2017 – Form 13F due
  • February 14, 2017 – Annual Schedule 13G updates due
  • February 14, 2017 – Annual Form 13H updates due
  • March 1, 2017 – Deadline for re-certification of CFTC exemptions
  • March 1, 2017 – Quarterly Form PF due for larger hedge fund advisers (if applicable)
  • March 31, 2017 – Annual ADV amendments due
  • March 31, 2017 – Annual Financial Reports due for CA RIAs (if applicable)
  • February 14, 2017 – Annual Form 13H updates due
  • April 15, 2017 – Extended FBAR deadline for certain individuals with signature authority over, but no financial interest in, one or more foreign financial accounts
  • April 30, 2017 – Annual Form PF due for all other advisers (other than large liquidity fund advisers and large hedge fund advisers)
  • Periodic – Form D and blue sky filings should be current
  • Periodic – Fund managers should perform “Bad Actor” certifications annually.

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Bart Mallon is a founding partner of Cole-Frieman & Mallon LLP.  Mr. Mallon can be reached directly at 415-868-5345.

Hedge Fund Events December 2015

The following are various hedge fund events happening this month.  Please email us if you would like us to add your event to this list.

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Date: December 1-3, 2015

Date: December 2, 2015

Date: December 2, 2015

Date: December 2-4, 2015

Date: December 3, 2015

Date: December 3, 2015

Date: December 3, 2015

Date: December 3, 2015

Date: December 3, 2015

Date: December 6-8, 2015

Date: December 7, 2015

Date: December 7, 2015

Date: December 7-8, 2015

Date: December 7-8, 2015

  • Sponsor: IIR
  • Event: Yield Show
  • Location: New York, NY

Date: December 7-8, 2015

Date: December 7-8, 2015

Date: December 7-9, 2015

Date: December 7-10, 2015

Date: December 8, 2015

Date: December 8, 2015

Date: December 8, 2015

Date: December 8, 2015

Date: December 8, 2015

Date: December 9, 2015

Date: December 9, 2015

Date: December 9, 2015

Date: December 9-11, 2015

Date: December 10, 2015

Date: December 10, 2015

Date: December 10, 2015

Date: December 10-11, 2015

Date: December 11, 2015

Date: December 14, 2015

Date: December 14, 2015

Date: December 15, 2015

Date: December 15, 2015

Date: December 16, 2015

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Cole-Frieman & Mallon provides legal services for hedge fund managers and other groups within the investment management industry.  Bart Mallon can be reached directly at (415) 868-5345.

Hedge Fund Events November 2015

The following are various hedge fund events happening this month.  Please email us if you would like us to add your event to this list.

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Date: November 2-4, 2015

Date: November 2-6, 2015

  • Sponsor: Power Week
  • Event: Power Week
  • Location: Singapore

Date: November 3, 2015

Date: November 3, 2015

Date: November 3, 2015

Date: November 3, 2015

Date: November 3, 2015

Date: November 3-4, 2015

Date: November 4, 2015

Date: November 4-5, 2015

Date: November 4-5, 2015

Date: November 4-5, 2015

Date: November 4-6, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5, 2015

Date: November 5-6, 2015

Date: November 5-6, 2015

Date: November 9-10, 2015

Date: November 9-10, 2015

Date: November 9-10, 2015

Date: November 9-10, 2015

Date: November 9-11, 2015

Date: November 10, 2015

Date: November 10, 2015

Date: November 10-11, 2015

  • Sponsor: Worldwide Business Research
  • Event: FIMA
  • Location: London

Date: November 10-12, 2015

Date: November 11, 2015

Date: November 11, 2015

Date: November 11-12, 2015

Date: November 11-12, 2015

Date: November 11-13, 2015

Date: November 12, 2015

Date: November 12, 2015

Date: November 12, 2015

Date: November 12-13, 2015

Date: November 12-13, 2015

Date: November 12-13, 2015

Date: November 12-13, 2015

Date: November 15-16, 2015

Date: November 16-17, 2015

Date: November 16-17, 2015

Date: November 16-18, 2015

Date: November 16-19, 2015

Date: November 16-19, 2015

Date: November 17, 2015

Date: November 17, 2015

Date: November 17, 2015

Date: November 17, 2015

Date: November 17-18, 2015

Date: November 18, 2015

Date: November 18, 2015

Date: November 18, 2015

Date: November 18, 2015

Date: November 18, 2015

Date: November 18, 2015

Date: November 18-19, 2015

Date: November 18-19, 2015

Date: November 19, 2015

Date: November 19, 2015

Date: November 19, 2015

Date: November 19, 2015

Date: November 19-20, 2015

Date: November 23, 2015

Date: November 23-25, 2015

Date: November 23-25, 2015

Date: November 26-27, 2015

Date: November 30 – December 1, 2015

Date: November 30 – December 1, 2015

Date: November 30 – December 2, 2015

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Cole-Frieman & Mallon provides legal services for hedge fund managers and other groups within the investment management industry.  Bart Mallon can be reached directly at (415) 868-5345.

Hedge Fund Events August 2015

The following are various hedge fund events happening this month.  Please email us if you would like us to add your event to this list.

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Date: August 1, 2015

Date: August 5, 2015

Date: August 5, 2015

Date: August 10, 2015

Date: August 12, 2015

Date: August 18-20, 2015

Date: August 19, 2015

Date: August 20-21, 2015

Date: August 24-25, 2015

Date: August 24-27, 2015

Date: August 24-27, 2015

Date: August 25, 2015

Date: August 27, 2015

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Cole-Frieman & Mallon provides legal services for hedge fund managers and other groups within the investment management industry.  Bart Mallon can be reached directly at (415) 868-5345.

Hedge Fund Events July 2015

The following are various hedge fund events happening this month.  Please email us if you would like us to add your event to this list.

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Date: June 29-July 1, 2015

Date: June 29-July 2, 2015

Date: July 2, 2015

Date: July 2, 2015

Date: July 2-3, 2015

Date: July 7-10, 2015

Date: July 8, 2015

  • Sponsor: Incisive Media
  • Event: Risk Hedge
  • Location: New York, NY

Date: July 9, 2015

Date: July 9, 2015

Date: July 10-11, 2015

Date: July 13-14, 2015

Date: July 14, 2015

Date: July 14, 2015

Date: July 15, 2015

Date: July 15, 2015

Date: July 15-16, 2015

Date: July 16, 2015

Date: July 16, 2015

Date: July 20-21, 2015

Date: July 20-22, 2015

Date: July 20-22, 2015

Date: July 22-24, 2015

Date: July 23, 2015

Date: July 23-24, 2015

Date: July 26-29, 2015

Date: July 27, 2015

Date: July 29, 2015

Date: July 29, 2015

Date: July 29-30, 2015

Date: July 29-31, 2015

Date: July 30, 2015

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Cole-Frieman & Mallon provides legal services for hedge fund managers and other groups within the investment management industry.  Bart Mallon can be reached directly at (415) 868-5345.

Hedge Fund Events June 2015

The following are various hedge fund events happening this month.  Please email us if you would like us to add your event to this list.

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Date: May 31-June 2, 2015

Date: June 1, 2015

Date: June 2, 2015

Date: June 2, 2015

Date: June 2-3, 2015

Date: June 2-3, 2015

Date: June 3, 2015

Date: June 3, 2015

June 3, 2015

Date: June 3, 2015

Date: June 3-4, 2015

Date: June 3-4, 2015

Date: June 3-4, 2015

Date: June 4, 2015

Date: June 4, 2015

Date: June 4, 2015

Date: June 4, 2015

Date: June 7-9, 2015

Date: June 8-9, 2015

Date: June 8-9, 2015

Date: June 8-12, 2015

Date: June 9, 2015

Date: June 9, 2015

Date: June 9-10, 2015

  • Sponsor: Broadridge
  • Event: IDX 2015
  • Location: London, United Kingdom

Date: June 9-11, 2015

Date: June 9-11, 2015

Date: June 10, 2015

Date: June 10, 2015

Date: June 10, 2015

Date: June 10, 2015

Date: June 10-11, 2015

Date: June 10-11, 2015

Date: June 10-12, 2015

Date: June 10-12, 2015

Date: June 11, 2015

Date: June 11, 2015

Date: June 11, 2015

Date: June 11-12, 2015

Date: June 12, 2015

Date: June 15-16, 2015

Date: June 15-16, 2015

Date: June 15-19, 2015

Date: June 16-17, 2015

Date: June 17, 2015

Date: June 18, 2015

Date: June 18, 2015

Date: June 22, 2015

Date: June 22, 2015

Date: June 22-23, 2015

Date: June 23-24, 2015

Date: June 23-24, 2015

Date: June 24, 2015

  • Sponsor: MFA
  • Event: Forum 2015
  • Location: Chicago, IL

Date: June 25, 2015

Date: June 26, 2015

Date: June 29-July 2, 2015

Date: June 30, 2015

Date: June 30, 2015

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Cole-Frieman & Mallon provides legal services for hedge fund managers and other groups within the investment management industry.  Bart Mallon can be reached directly at 415-868-5345.