CPO Quarterly Filing Reminder

NFA Rule 2-46 Filing Due Monday May 17th

NFA Rule 2-46 requires most registered CPOs to submit certain information to the NFA on a quarterly basis.  The filing is due within 45 days of the end of each quarter.  The filing date for CPOs which were active in the first quarter is Monday May 17th.

Mallon P.C. provides comprehensive services for CPO managers and can help with the quarterly Rule 2-46 filing.  Please contact us if you have any questions.

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Other related hedge fund law blog posts include:

Cole-Frieman & Mallon LLP can provide CPOs with comprehensive support during the filing process.  Bart Mallon, Esq. can be reached directly at 415-868-5345.

Hedge Fund Events May 2010

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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May 2-4

May 3-4

May 3-5

May 4

May 4

May 4

  • Sponsor: Quickstep Consulting in association with the Summit Finuas Network
  • Event: UCITS for Hedge Funds
  • Location: Dublin

May 4

May 5

May 5

May 5

May 6-7

May 6-7

May 10-11

May 10-12

May 10-12

May 10-13

  • Sponsor: Institute for International Research
  • Event: RiskMinds USA 2010
  • Location: Boston

May 11

May 11

May 11

May 11

May 11-12

May 11-12

May 11-12

May 11-12

May 12

May 12-14

May 12-14

May 13-14

May 13-14

May 14

May 15

May 17-18

May 17-18

May 17-18

May 17-18

May 17-18

May 17-19

May 18

May 18-20

May 19

May 20

May 20

May 20

May 20

May 20

May 20

May 20

May 20

May 21

May 24-26

May 24

May 25

May 25

May 25-26

May 25-26

May 25-27

May 25-27

May 25-28

  • Sponsor: Incisive Media
  • Event: Risk Europe
  • Location: Frankfurt

May 26

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Bart Mallon, Esq. runs the hedge fund law blog and provides hedge fund information and manager registration services through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.

Hedge Funds Care Event – San Francisco | April 28, 2010

Gala Event Brings Hedge Fund Community Together to Help Children

The 9th Annual San Francisco Open Your Heart to the Children Benefit will take place at The Bently Reserve in San Francisco on April 28, 2010 from 4:30 p.m. to 9 p.m. The event will raise money for charities dedicated to the prevention and support of abuse toward children. The benefit will include a silent auction, a golf raffle for the Bay Area’s finest golf courses, and appearances from the San Francisco 49ers’ players, coaches and cheerleaders.  This article provides an overview of the event and below we have reprinted a press release issued by the 49ers.

Venue

This year’s event will be held at The Bently Reserve, an eco-friendly conference center for corporate events, business meetings, and private gatherings. The center is equipped with various boardrooms and a historic banking hall that was originally a part of the 1924 Federal Reserve. It is located downtown near the Embarcadero on Battery Street. More than 10 wineries will be serving wine at the event, which will also have cocktails, food, and dessert stations.

Special Guests

The special guests in attendance this year will be the San Francisco 49ers, including the players, coaches, cheerleaders, and alumni. The team partners every year with Hedge Fund Cares to host the annual event to support non-profit child abuse services in the area. The 49ers have helped raise more than $1,000,000 at previous events.

Silent Auction and Golf Raffle

To help raise money, there will be over 50 items up for bidding during the silent auction (electronic brochure to be forthcoming). Companies who donate an item to be auctioned off will be featured in the benefit’s brochure and have their advertising materials displayed at the event. Silent auction donations often include dinners, wine, theater tickets, sporting tickets, vacation packages, golf certificates, spa certificates, and airline certificates. There will also be a golf raffle where there will be an opportunity to win a round on one the Bay Area’s best private golf courses. Raffle tickets will be sold individually for $20 or $100 for six tickets.

Special thanks to Nicole Goddard Photography for donating a professional photography session.  [Note: it is not too late to donate, purchase raffle tickets or purchase event tickets.]

New York’s Open Your Heart to the Children Benefit

While the West Coast event is taking place in April, the 12th Annual New York Open Your Heart to the Children Benefit took place on February 25, 2010 on East 42nd Street in Manhattan. The event, which had 1,100 attendees, topped its total earnings from last year’s event at $2 million.

Call to Action

For more information about the event, including how to register and donate items to the auction, please click here (http://www.hedgefundscare.org/event.asp?eventID=34). Your participation and donations are what make this important event successful every year.

About Hedge Funds Care

Founder Rob Davis established Hedge Funds Care in 1998 with the dream of helping to prevent and treat child abuse. With the encouragement and participation of his colleagues in the hedge fund industry, the first Open Your Heart to the Children Benefit took place in New York in February of 1999 and raised $542,000. What began as a single fundraiser has grown into an international nonprofit organization. Hedge Funds Care has distributed over $21 million through more than 600 grants. In 2010, annual benefits will take place in New York, San Francisco, Chicago, Atlanta, Boston, Denver, Toronto, London and the Cayman Islands. Through the ongoing generosity and commitment of hedge fund industry professionals, HFC continues its rapid expansion. We anticipate future growth to cities in the U.S. and abroad.

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FOR IMMEDIATE RELEASE
WEDNESDAY, MARCH 31, 2010

CONTACT: LISA GOODWIN
408-595-4957

HEDGE FUNDS CARE AND SAN FRANCISCO 49ERS FOUNDATION HOST 9th ANNUAL DINNER TO RAISE MONEY FOR CHILD ABUSE PREVENTION CHARITIES

49ers ownership and players to participate to raise funds

SANTA CLARA, Calif. – Hedge Funds Care will sponsor the 9th Annual West Coast “Open Your Heart to the Children Benefit” at The Bently Reserve in San Francisco on Wednesday, April 28th at 4:30 p.m. The event will feature a silent auction, raffle, and wine tasting from premier Napa and Sonoma Valley vineyards. San Francisco 49ers Owner John York will be accompanied by several 49ers players, along with 500 people from the West Coast hedge fund industry at this year’s dinner.

Funds raised by the event will be used to distribute grants to existing organizations that address child abuse treatment and prevention in the Bay Area.

“The 49ers Foundation’s mission is to keep kids safe, on track and in school,” said 49ers Owner John York. “The goal of Hedge Funds Care is to quell domestic violence and eradicate child abuse which fits directly with our mission. We have been a part of this event for the past nine years and are looking forward to continuing to raise money and awareness for our youth in need.”

After last year’s event, Dr. Bart Grossman from the University of California at Berkeley School of Social Welfare provided guidance to help Hedge Funds Care allocate funds raised to the following designated agencies: APA Family Support Services, CALICO Center, Community Violence Solutions, Compass Community Services, Contra Costa County Employment and Human Services Department, Edgewood Center for Children and Families, FamiliesFirst, First Place for Youth, La Casa de Las Madres, La Clínica de La Raza, Inc., The Link to Children, San Francisco Child Abuse Prevention Center, San Francisco Court Appointed Advocates, Shelter Network, The University of California – San Francisco, Child Trauma Research Project.

The co-chairs of this year’s West Coast Committee of Hearts, who plan the “Open Your Heart to the Children Benefit,” are Angela Osborne from Blackrock, Elisabeth MacKnight from Conifer Securities, and Todd Goldman from Rothstein Kass.

“We are excited to host this event in San Francisco and to partner with the 49ers Foundation for the ninth time,” Osborne said. “Last year’s event was a tremendous success, raising more than $650,000. We look forward to the continued support of the hedge fund industry for this very worthy cause.”

Hedge Funds Care is an industry alliance formed in 1998 with the sole mission of raising funds to prevent and treat child abuse. To date, the group has distributed over $21 million internationally through local agencies. In addition to the dinner in San Francisco, Hedge Funds Care also holds events in Atlanta, Boston, Chicago, Denver, London, Toronto, Cayman Islands, and New York.

Money will be raised through ticket sales, a golf raffle, and a silent auction. Tables for 10 guests may be purchased for $15,000. Individual tickets are available for $1,750. There are also event corporate sponsorship opportunities. For more information, please call Dan Butchko at 212-991-9600 ext. 336.

About the 49ers Foundation The San Francisco 49ers Foundation is the non-profit community funding arm of the San Francisco 49ers. Now in its 19th year, the San Francisco 49ers Foundation supports development programs for underserved youth that “Keep Kids Safe, On Track and In School.” A significant portion of its funding goes toward family violence prevention and youth development programs that teach leadership and respect. Through the direction of team owners Denise and John York, the 49ers Foundation has raised and distributed over $10 million to non-profit organizations over the last eight years. For more information, visit www.49ers.com.

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Bart Mallon, Esq. runs the Hedge Fund Law Blog and provides legal services through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.

San Francisco Hedge Fund Event | April 14, 2010

The Bay Area Hedge Fund Roundtable is hosting an event next week.  We have reprinted the information below.

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Bay Area Hedge Fund Roundtable

presents:

Reasonable Expectations:
Capitalizing On Secular Stock Market Cycles

Featuring:

Ed Easterling

Author of Unexpected Returns and Investment Manager

Ed Easterling is the founder and President of Crestmont Holdings, an Oregon-based investment management and research firm. Crestmont manages a fund of hedge funds and publishes provocative research on the financial markets at www.CrestmontResearch.com. Mr. Easterling has over twenty-five years of alternative investment experience, including private equity, financial markets, and business operations. He is the author of Unexpected Returns: Understanding Secular Stock Market Cycles, a contributing author to Just One Thing (John Wiley & Sons; 2005), and he co-authored chapters in Bull’s Eye Investing by John Mauldin. In addition, Mr. Easterling is a Senior Fellow at the Alternative Investment Center at SMU’s Cox School of Business in Dallas and previously served as a member of the adjunct faculty teaching the course on alternative investments and hedge funds for MBA students. Mr. Easterling holds a BBA in business, a BA in psychology, and an MBA from Southern Methodist University.

April 14, 2010  ♦  3:30 pm  ♦  San Francisco, CA

Registration begins at 3:00

Sens Restaurant @ 4 Embarcadero Center Promenade Level

Admission is $25 – Cash only please, receipts will be provided.

♦ Cocktail Reception to Immediately Follow ♦

The Bay Area Hedge Fund Roundtable (“BAHR”) is an informal (and not for profit) organization of members of the Bay Area hedge fund community that was established in 2001. BAHR strives to provide intelligent, fresh perspectives from industry leaders on current developments and offer an open, casual environment where members can exchange information and expertise and further develop their relationships within the industry.

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Bart Mallon, Esq. runs the Hedge Fund Law Blog and provides hedge fund information and manager registration services through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.

CFTC Launches New Website

(www.hedgefundlawblog.com)

In a move that has been long overdue, the CFTC has launched a new website which was designed to make getting to CFTC information easier.  We have had a chance to explore the new site and believe that it is a significant improvement over the old site, even if the new colors (orange) and flash are a bit distracting.

Some of the interesting things about the new website:

  • RSS feeds added – this is probably the best update.  Previously the CFTC did not have an RSS feed for its news.  This new feature is great, however it is only for general press releases, enforcement press releases and Speeches & Testimony.  It would have been nice to an RSS feed for other parts of the website like staff interpretations.
  • Follow us feature – yes, the CFTC is now on facebook, flickr and youTube.  Now you can follow the CFTC through social media…what use this is, I am not sure.
  • Easy navigation – the navigation is improved by about 1000%.  I found it very easy to get to Financial Data for FCMs.
  • Plug for CCH? One of the pictures on website is of a book published by CCH on the Commodities Exchange Act.  I didn’t think the government was allowed to endorse one product over another so I am not sure why this picture is there.  CCH is probably ecstatic that they get this sort of free advertising by the government – I would imagine that West, Lexis, and other groups are not happy and will be asking the CFTC to replace the picture.

Overall the new website is probably a good step forward for the CFTC even if the orange color is distracting.

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CFTC Launches New Website Designed to Improve Access to Market and Agency Information

New site is available at www.cftc.gov.

WASHINGTON – The United States Commodity Futures Trading Commission (CFTC) today launched a new website designed to enhance access to important market and agency information through CFTC.gov. The new site is part of the agency’s ongoing effort to promote transparency.

“Both the markets and the government serve the public best when they are transparent and easy to navigate,” CFTC Chairman Gary Gensler said. “The CFTC’s new website enhances the public’s ability to find the most important information on our homepage, including market reports, agency reports and agency news, and helps fulfill our ongoing efforts to bring sunshine to both the markets and the government.”

Important website enhancements include:

• Improving the website’s homepage to make it easier to access the most relevant information on CFTC.gov. The new site also includes drop-down navigation to enhance usability of the site with fewer clicks.

• Consolidating and simplifying the public comments section of the website by creating a page where members of the public can find every item that is open for public comment, including rulemakings, industry filings and other issues.

• Enhancing the look and feel of the website to make the homepage more usable and easier to navigate.

To improve the agency’s ability to disseminate important information to the broadest audience, CFTC.gov now incorporates videos and other imagery, as well as social media through Facebook, Flickr and YouTube.

Last Updated: April 2, 2010

Media Contacts
Scott Schneider
202-418-5174

R. David Gary
202-418-5085

Office of Public Affairs

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Other related hedge fund law blog posts include:

Bart Mallon, Esq. runs the Hedge Fund Law Blog and provides hedge fund information and manager registration services through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.

Cole-Frieman & Mallon LLP Quarterly Newsletter | 1st Quarter 2010

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

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April 1, 2010
www.colefrieman.com

Cole-Frieman &  Mallon LLP Quarterly Newsletter

Clients and Friends,

We take this opportunity to provide you with a brief overview of the major items we have reported on over the last quarter.  We have also provided a list of some of the major compliance issues that managers should be aware of during this time period.

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New Quarterly Reporting Rule for CPOs – new NFA Rule 2-46, which became effective on March 31, 2010, requires registered commodity pool operators (including registered CPOs managing 4.7 or 4.12 pools) to provide a quarterly report to the NFA through the NFA’s EasyFile system.  Managers will report information on key relationships, a statement of the change in the fund’s NAV, monthly ROR, and a schedule for major investments.  The report will need to be filed within 45 days of March 31 and the process will be familiar to those groups who have filed their annual returns with the NFA previously.

For a complete overview of the new rule, click here.

Proposed Forex Regulations – for forex managers, the announcement of the CFTC’s proposed forex regulations was the major topic of conversation over the last quarter.  The proposed regulations include a number of new requirements for forex managers: (i) registration requirements for forex CTAs, CPOs, and IBs; (ii) net capital requirements for forex dealers; (iii) reduction in leverage from 100:1 to 10:1; and, (iv) a guarantee requirement for all forex IBs.

Overview of the proposed regulations can be found here.

Mallon P.C. comments on the proposed regulations can be found here.

Compliance Reminders

Form D Update – managers should be aware that for continuous offerings (most hedge funds), Form D needs to be updated on an annual basis.  Managers who have not updated Form D within the last year should check whether the fund’s Form D needs to be updated. For more information please click here.

Blue Sky Filings – managers need to make sure they are up to date with all blue sky filings.  Mallon P.C. has a team devoted to blue sky filings and compliance and is happy to answer any questions you may have. For more information on blue sky filings, please click here.

Investment Advisers – investment advisers should have completed their annual update of Form ADV through the IARD system by March 31, 2010 for 2009.  Managers who have not done this yet will need to do so immediately. Additionally, some states will require managers to submit other information such as updated financials. The requirements for California registered investment advisers can be found here.

CFTC Registrants – managers who are registered with the CFTC and members of the NFA have a number of yearly compliance requirements.  Generally these managers will have already done the following: (i) submitted annual reports (if required to be filed with the NFA); (ii) sent out a physical copy of their privacy policy to all investors/clients; (iii) completed the yearly NFA Self-Exam Checklist; and, (iv) updated their compliance policies and procedures accordingly.  Some CFTC registrants will have a requirement to review the procedures with respect to bunched orders on a quarterly basis.

Cleantech & Carbon – a recent 100 Women in Hedge Funds event focused on the cleantech industry and how hedge funds and VC funds are looking at investments in this space.  We wrote a summary of the event and were encouraged by the turnout and industry participation.  We look forward to greater interest in this sector by hedge funds.  Additionally, we are closely watching Congress as cap and trade legislation and energy bills become a topic of consideration.  We will continue to monitor any cap and trade legislation and will report on how this may impact the investment management industry.

2nd Quarter Events – New York CTA Expo April 21 – Mallon P.C. sponsors the CTA Expo which was established in 2008 to help professional capital raisers and allocators identify futures trading talent and to promote investing in managed futures. It is a one day conference consisting of speakers and panels combined with a schedule of thirty minute presentations by individual CTAs.  The New York event will take place on April 21, 2010 at the CME Group Building.  For more information, please see the CTA Expo website.

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For assistance with any compliance, registration, or planning issues on any of the above topics, please contact Bart Mallon of Cole-Frieman & Mallon LLP (www.colefrieman.com) at 415-868-5345 or [email protected].

Cole-Frieman & Mallon LLP is a law firm with a national client base and is focused on the investment management industry.  Our clients include hedge fund managers, investment advisers, commodity advisors, and other investment managers.  We also provide general business and start-up legal advice and have an emerging practice in real estate and cleantech.

Cole-Frieman & Mallon LLP
150 Spear Street, Suite 825
San Francisco, CA 94105
Telephone: (415) 352-2300
Fax: (646) 619-4800

Hedge Fund Events April 2010

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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April 7-8

April 8

April 8-9

April 9

April 13

April 13

April 14

  • Sponsor: Bay Area Hedge Fund Roundtable
  • Event: Bay Area Hedge Fund Roundtable
  • Location: San Francisco, CA

April 14

April 14

April 14-15

April 15

April 18-20

April 19

April 19

April 19-20

April 19-23

April 20

April 20

April 20

April 21

April 21

April 21

April 21

April 21

April 21

April 21-22

April 26

April 26-27

April 26-29

April 26-29

April 27

April 27

April 27-28

April 28

April 28

April 28

April 28

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Bart Mallon, Esq. runs the hedge fund law blog and provides hedge fund information and manager registration services through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.

CFA Exam and CFA Charterholder Membership

CFA Exam Overview

The Chartered Financial Analyst (CFA) designation is a widely recognizable professional title for financial analysts in the investment management industry.  In order to earn the CFA Designation and become a CFA Charterholder, you must first enroll in the CFA Program at the CFA Institute and then pass the CFA exam.  The CFA exam is an important and difficult test that measures a candidate’s comprehension of the CBOK – the Candidate Body of Knowledge curriculum that is created by the CFA Institute.  A candidate will receive the CBOK curriculum upon registration so that studying can begin immediately.

Candidates will need to pass three distinct “levels” and will also need to have certain industry experience in order to receive the designation.  In order to take any level of the exam, a candidate must have a bachelor’s degree (or be enrolled in the final year of your bachelor’s program) or four years of related work and/or college experience.  This article will detail the requirements for each level and discuss other aspects of the designation.

Level I

The Level I is the first exam in the series and is the only exam that is offered twice a year (June and December).  The exam is multiple choice and has 10 main topics, with a slightly more concentrated focus on Ethical and Professional Standards, Investment Tools, and Asset Classes.

Major Items:

  • Test time: about 6 hours
  • December 2009 passing rate: 34%
  • June 2009 passing rate: 46%
  • Cost: Price varies depending on when you register –

9 months prior: $1020

4 months prior: $1110

3 months prior: $1435

  • When to take: June and December
  • Where to take: There is a list of CFA Exam locations on the CFA Institute website

Major Topics:

  • Ethical and Professional Standards
  • Quantitative Methods
  • Economics
  • Financial Reporting and Analysis
  • Corporate Finance
  • Investment Tools
  • Equity Investments
  • Fixed Income
  • Derivatives
  • Alternative Investments
  • Asset Classes
  • Portfolio Management and Wealth Planning

Level II

The Level II is the second exam in the series.  It consists of item-set questions and emphasizes the application of concepts that are introduced in Level I.  It tends to focus more on Investment Tools, Equity Investments, and Asset Classes.  Additionally, the exam presents ten hypothetical cases that include a series of multiple-choice questions to answer afterward.  In order to take this exam, you must have earned a passing grade on the Level I.

Major Items:

  • Test time: about 6 hours
  • June 2009 passing rate: 41%
  • Cost: Price varies depending on when you register:

9 months prior: $1020

4 months prior: $1110

3 months prior: $1435

  • When to take: June
  • Where to take: There is a list of CFA Exam locations on the CFA Institute website

Major Topics:

  • Ethical and Professional Standards
  • Quantitative Methods
  • Economics
  • Financial Reporting and Analysis
  • Corporate Finance
  • Investment Tools
  • Equity Investments
  • Fixed Income
  • Derivatives
  • Alternative Investments
  • Asset Classes
  • Portfolio Management and Wealth Planning

Level III

The Level III is the final exam in the series.  It consists of item-set questions and an essay, and tests a candidate on all concepts and applications introduced in each previous exam.  The exam’s predominant focus is on Portfolio Management and Asset Classes.   In order to take this exam, you must have earned a passing grade on the Level II.

Major Items:

  • Test time: about 6 hours
  • June 2009 passing rate: 49%
  • Cost: Price varies depending on when you register:

9 months prior: $1020

4 months prior: $1110

3 months prior: $1435

  • When to take: June
  • Where to take: There is a list of CFA Exam locations on the CFA Institute website

Major Topics:

  • Ethical and Professional Standards
  • Equity Investments
  • Fixed Income
  • Derivatives
  • Alternative Investments
  • Asset Classes
  • Portfolio Management and Wealth Planning

Grading and Exam Day

The exams are reported as “pass” or “fail” within 90 days after the exam is taken and the scores are only available online.  There is no minimum passing score for any of the exams.  Instead, the CFA determines the passing level each year after all exam scores are processed.  The CFA Institute suggests that successful candidates spend at least six months and 300 hours preparing for the exam, which had a combined average passing rate of 42.5% for 2009. However, the Institute also acknowledges that a significantly greater amount of preparation time may be required depending on each individual candidate.  The duration of the exam lasts around six hours, with a typical exam day beginning around 8 a.m. and ending around 5 p.m.  The day is broken up by morning and afternoon sessions and includes a lunch break in the afternoon.

Membership – Experience & Dues

In order to maintain your CFA charterholder membership after passing all three exams, you must have accrued at least 48 months of acceptable professional work experience either before or during the program, or after you have passed the exam.  This experience must be in a full-time position and 50 percent of the work must include direct involvement in the investment-decision making process and engagement in responsibilities and/or producing a work product that informs or adds value to that process.  Unacceptable work experience includes summer, part-time, and internship positions, and work that involves managing your own investments.  You can view sample work experience descriptions and titles on the CFA Institute website: http://cfainstitute.org/cfaprog/charterholder/membership/work_descriptions.html

In addition, you must also submit an annual Professional Conduct Statement and pay annual membership dues of $225.  The Professional Conduct Statement must be signed by all members and must disclose any professional-related litigation or arbitration, customer complaints, and/or disciplinary proceedings.  It can be signed online when you pay your membership dues.  As a member, you are also required to comply with the policies and procedures outlined in the Articles of Incorporation and Bylaws, Code of Ethics and Standards of Professional Conduct, Rules of Procedure for Proceedings Related to Professional Conduct, and any other conditions or requirements established by the Institute.  These policies can also be found on the CFA Institute’s website: http://cfainstitute.org/cfaprog/charterholder/maintain_status.html

Conclusion

While the preparation for the exam may be rigorous and the exam itself may be challenging, there are a number of benefits for earning the title of CFA Charterholder.  The CFA Institute cites the global networking opportunities that come with earning the CFA designation, as well as the mark of expertise and professionalism that will allow clients and colleagues to hold you in a higher regard.  Although the exams are suggested to be completed over a course of three years, there is no maximum length of time to complete all three levels.  Each exam can also be taken an unlimited number of times in the event that you do not pass.  There is also an extensive amount of study guide and review opportunities offered in print or online to ensure that you are well-prepared for the exam.

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Please contact us if you have a question on this article or if you interested in starting a hedge fund.  Other related hedge fund law articles include:

Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog.  He can be reached directly at 415-868-5345.

Cleantech: A Viable Option for Hedge Funds and Investors?

By Bart Mallon (www.colefrieman.com)

100 Women in Hedge Funds Hosts Panel of Cleantech Industry Professionals to Discuss the Future of Cleantech Investments

On March 24, 2010, 100 Women in Hedge Funds, a global association of investment management professionals, presented “Is the Grass Really Greener? The Case for Investing in Cleantech”, a networking and educational event focused on the clean technology (“cleantech”) movement and the push for venture capitalists and hedge funds to invest in cleantech technologies. The event, which took place at the Pillsbury Winthrop Shaw Pittman law offices in San Francisco, was host to 100 or so investment management and cleantech professionals from the San Francisco Bay Area who were all noticeably enthusiastic about the evening’s topic.

Kim Tomsen Budinger (of KTB Counsel), who is part of the 100 Women’s Northern California Steering Committee and who co-organized the event with Marianne O (of Lumen Advisors, LLC), introduced the moderator Scott Jacobs, a consultant at McKinsey & Company, and welcomed the following panelists:

  • Richard Bookbinder, Founder of New York-based hedge fund TerraVerde Capital Management LLC
  • Thomas Toy, Co-Founder and Managing Director of Menlo Park-based venture capital firm PacRim Venture Partners
  • Garvin Jabusch, Co-Founder and CIO of Boulder- and Silicon Valley-based investment advisors Green Alpha Advisors, LLC

What is Cleantech?

The discussion started with each of the panelists providing their own definition of cleantech – while each stated that the term is hard to define, it was noted that sectors like water, agriculture, and clean energy fall into the category of cleantech. The panelists also noted that varying definitions of “cleantech” can lead to investor confusion so managers will tend to define “cleantech” through examples of individual companies for instance.* [This confusion actually led to the creation of indicies focused on the sector.]

Despite the challenges of coming to an agreement on a definition, the panelists did express strong optimism about the potential financial growth – cleantech is expected to have revenues of approximately $3 trillion by 2030.  The panelists also discussed cleantech becoming its own sector and reference was made to a November 2009 report by Bank of America/Merrill Lynch entitled “A Stock Analyst’s View of Renewable Energy Technologies”.  The report says that cleantech will be the “sixth technology revolution” (i.e Industrial Revolution, Age of Information and Telecommunications), meaning that the next type of technology the world will operate on will be clean technology from natural resources.

* Cleantech Group LLC, an organization that advises investors and corporations interested in cleantech investing, provides a good overview of cleantech here.

Cleantech Hedge Funds

At a few points during the panel, the discussion went to cleantech hedge funds even though the panelists admitted there are not many cleantech focused hedge funds. Out of a potential universe of say 15,000 global hedge funds, the panelists had only identified around 120 funds focusing on the space. Many of these funds are part of larger hedge fund structures.  For instance, a manager may have a multi-billion dollar flagship fund and then create smaller funds focused on separate strategies or sectors such as cleantech. For many of these managers there is either a personal commitment to renewable energy or demand from mission-based investors (mostly on the high net worth side) for these products.

Of the funds that do focus on cleantech, most will be smaller ($50MM to $200MM) or very small ($10MM to $50MM).  Most of these funds will be either long/short or long only funds. The panel noted that while the cleantech “asset class” is relatively small right now, it is likely to become a larger part of the investing mandate going forward, so we are likely to see an increase (gradually, for right now) in the amount of funds focused on this space.

Challenges for Cleantech – Capital, Management, Government/Regulation

An overriding theme of the discussion was that, as an infant industry in the U.S., Cleantech faces a number various challenges including high capital requirements, relatively inexperienced management teams, and the lack of strong regulatory support.  Together these challenges help to explain why Cleantech in the U.S. is not as developed in other nations like China and Germany.

Perhaps the most difficult issue that the U.S. cleantech industry faces is an ambivalence from Washington and the states.  While some individual states are creating programs aimed to foster investments into cleantech and other earth friendly initiatives (see cap and trade below), at the federal level there are still massively unequal subsidies which are going to older poluting technologies.  In fact, the moderator asked whether the panelists believed that national legislation is “anti-cleantech” (i.e. subsidies to non-cleantech industries show bias toward legacy technologies), but the panelists disagreed.

Obviously consumers will be a driving force toward the allocation of more resources (tax breaks and tax dollars) to the industry even though it is not currently a high priority legislative issue for most Congressmen.  The fact is, however, that the U.S. is lagging other world leaders in cleantech – at several points in the discussion, the panelists made reference to the progress that China and Germany have made in the cleantech in comparison to the U.S. “We [the U.S.] are not at the top of the list”, one panelist said. “The gap is widening between the U.S. and China and Germany. Capital and technology is moving from the US to other countries.” It was noted that the cleantech industry needs to be concentrated domestically but should still have global outreach.

Cleantech Opportunities

Cleantech and institutional demand

One panelist pointed out that there are a number of attractive opportunities and that investors need to be poised to take advantage of these opportunities. Despite the drop in VC investment in the sector in recent years, cleantech remains the number one sector which VCs are allocating to.  (See page 16 of the Bank of America/Merrill Lynch report which contains statistics on venture capital investments in cleantech: http://ww.nrel.gov/analysis/seminar/pdfs/2009/ea_seminar_nov_12_pres.pdf).

While the panelists were optimistic about the future of cleantech, the uncomfortable issue of risk-reward characteristics of investment in the sector was a predominant theme.  Essentially the sector returns (probably) do not justify investment right now because of the numerous risks, as described briefly above.  While more benchmarks are likely to be produced in the future (to appropriately identify those managers who can generate alpha), that will only be the first in a series of metrics which will need to be developed in order to appropriately quantify whether investment in the sector and certain companies is appropriate for investors.  Once the sector is more developed managers are more likely to be able provide the appropriate risk-return metrics to institutional investos, who themselves have to balance risk-return on a portfolio allocation basis.

For some investors, however, risk-return is not part of the investment equation.  Mission-based investors will make investments in the cleantech space because of their belief in the mission of the companies.  These mission-based investors are the groups which are more likely to be the allocating to cleantech managers and VCs at this point in time.

Carbon/Cap and Trade

The panel spent relatively little time discussing carbon and cap and trade systems.  While different from cleantech, carbon emission reduction through a cap and trade system (or systems) may present possibilities for future economic growth and investing and also present attractive potential opportunities for mission-based investors. However, post Copenhagen, it is clear that the major nations will need more time until any kind of comprehensive multi-national treaty is debated and ratified.  Resistance in the U.S. to a federal cap and trade system is keeping the price of carbon extremely low (in the voluntary systems), however Europe has proven that a mandated cap and trade market can work.  Political complexities, both at the national and international level, are likely to stall the development of a U.S. cap and trade regime.  Voluntary markets like the Regional Greenhouse Gas Initiative (RGGI), the Chicago Climate Exchange, and the Western Climate Initiative show that there continues to be strong interest in the cap and trade system.

Conclusion

While the discussion itself was not confined to the subject areas described above, and while the issues surrounding cleantech seem to make it a risky sector to be investing in, the panel and the audience showed great enthusiasm for the subject and the professionals in attendance seemed to feel that this is a sector which is poised for great growth in the future.

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About Cole-Frieman &  Mallon LLP

Cole-Frieman & Mallon LLP is a San Francisco based law firm focused on the investment management industry. The firm’s services include hedge fund formation, startup services, investment adviser registration, and hedge fund consulting. Additionally, Cole-Frieman & Mallon LLP works with groups in the cleantech and carbon trading space.

Cole-Frieman & Mallon LLP is able to provide the following legal services to both domestic and offshore hedge funds:

  • Offer investment advice to funds interested in the purchase of carbon offsets
  • Provide legal advice to clients in regards to carbon market regulations
  • Assist hedge funds with the creation of investment projects that generate credits and offsets
  • Advise on marketing strategies for those clients interested in selling their carbon offsets or promoting their renewable energy projects
  • Provide networking opportunities with other lawyers engaged in the carbon market field
  • Advise clients on the policies and risks involved with credit trading

For more information, please call Bart Mallon Esq. at 415-868-5345.  Many thanks to Kristina Maalouf for her help with this article.

Regulation D Annual & Interim Amendments

Form D Updating Requirements

Initial Filing Requirement

As discussed in our overview of Regulation D, hedge funds must file a Form D with the SEC within 15 days of the first subscription of hedge fund interests.  This filing is now done completely online through the SEC’s EDGAR filing system.  If you have any questions on your initial Form D filing requirements, please contact Cole-Frieman & Mallon LLP.

Annual Amendment Required

Hedge funds which are continuously offering their interests are required to file an amended electronic Form D on an annual basis (e.g. on or before the anniversary of the most recent amendment (or original filing)).  Real estate funds and private equity funds which have made a “final closing” will not be required to file an annual amendment unless one year lapses from the first sale date and the final closing date.  See generally Rule 503(a)(3)(iii).

Requirement to Correct Errors or Report Changes

Hedge funds must file amendments to Form D to correct material mistakes of fact or errors, and to report changes in information reported on previous Form D filings.  The amendment must be filed as soon as practicable.

Generally changes will require an amendment except for certain more administrative changes.  The changes which do not require instant amendment include:

  • The address or relationship to the issuer of a related person identified in Item 3 of Form D;
  • The fund’s revenues or aggregate net asset value;
  • The minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in a decrease of more than 10%;
  • Any address or state(s) of solicitation shown in response to Item 12 of Form D;
  • The total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%;
  • The amount of interests/securities sold in the offering or the amount remaining to be sold;
  • The number of non-accredited investors who have invested in the offering, as long as the change does not increase the number to more than 35;
  • The total number of investors who have invested in the offering; or
  • The amount of sales commissions, finders’ fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%.

The only time that changes to these items must be reported on an interim basis is when the issuer is otherwise filing a 503(a) amendment.

Rule 503(a)(4) requires that current information must be provided in response to all parts of the Form D, regardless of the reason for the filing.  Thus, even when filing an amendment to correct a small error, current information must be given for all parts of the form, even those items excepted under 503(a)(3)(ii).  Similarly, when filing to report changes in information that is not under the exception, current information must be provided for all parts of the Form D.  And, of course, when making an annual filing, all information must be current.

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Please contact us if you have a question on this issue or if you would like to start a hedge fund.  Other related hedge fund law articles include:

Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog.  He can be reached directly at 415-868-5345.