OFFSHORE 2007 FUNDS Earn CPE & * CLE credits! Structure, - - PDF document

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FINANCIAL RESEARCH ASSOCIATES AND LEGAL EDUCATION ASSSOCIATES PROUDLY PRESENTS FINANCIAL RESEARCH ASSOCIATES OFFSHORE 2007 FUNDS Earn CPE & * CLE credits! Structure, Compliance & Operations June 25-26, 2007 SUMMIT HIGHLIGHTS

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FINANCIAL RESEARCH ASSOCIATES

FINANCIAL RESEARCH ASSOCIATES AND LEGAL EDUCATION ASSSOCIATES PROUDLY PRESENTS

Structure, Compliance & Operations

OFFSHORE FUNDS

June 25-26, 2007 Flatotel, New York

SUMMIT HIGHLIGHTS INCLUDE:

u Keep up with regulatory changes in The Cayman Islands,

Bermuda, BVI, and other offshore jurisdictions

u Decide which structuring option is best for your fund u Gain useful insight on side pocketing u Understand how to comply with the new standards of the

Sarbanes Oxley Act

u Hear directly from Offshore Offjcers and Directors

about their expectations, success stories, and challenges in administering offshore funds

u Get actionable information on management fees,

compensation, & deferral arrangements

u Uncover secrets from tax & tax compliance

considerations

u Learn the ins and outs of valuation & pricing offshore u And much, much more!

Earn CPE & CLE credits!

Don’t miss our Pre-Conference Workshop: “Ofgshore Funds 101. ” Tiis nuts and bolts primer will serve as a jumpstart for the main Ofgshore Funds conference. Our workshop leaders will introduce the audience to the ofgshore market players, structures, tax benefjts, regulatory considerations, jurisdictions, stock exchanges and general trends afgecting the continuously changing world of Ofgshore Funds.

To Register: Call 800-280-8440 or visit us at www.frallc.com

PLUS:

SILVER SPONSOR:

2007

BRONZE SPONSOR:

* *

OUR DISTINGUISHED SPEAKING FACULTY:

Caroline Williams WALKERS Michelle Kline GENESSE INVESTMENTS Michael Butowsky MAYER BROWN ROWE & MAW Gerald Ranzal ANCHIN, BLOCK & ANCHIN LLP Mark Shadwick KNIGHT HEDGE LTD Mark Lewis WALKERS Joseph E. Breslin ALADDIN CAPITAL MANAGEMENT, LLC Marina Lewin THE BANK OF NEW YORK Allison B. Nolan ATHENA Craig Fulton CONYERS DILL & PEARMAN Sarah Davidoff STROOCK & STROOCK & LAVAN LLP Karl Ehrsam DELOITTE & TOUCHE LLP Julie McClean CONYERS DILL & PEARMAN(BERMUDA) Patricia Watters PACIFIC ALTERNATIVE ASSET MANAGEMENT COMPANY Martin S. Silver THE INTERNATIONAL INVESTMENT GROUP LLC Heather Zuckerman LEHMAN BROTHERS James Hartmann UBS ALTERNATIVE & QUANTITATIVE INVESTMENTS Michael Andreola BDO SEIDMAN, LLP Allison Rosier PRICEWATERHOUSECOOPERS Brian S. Vargo DECHERT LLP Ben Lim DEBEVOISE & PLIMPTON LLC Kieron O’Rourke HARNEYS Cary Meer KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP Robert O’Boyle ADVENT SOFTWARE Christopher Mears ROTHSTEIN KASS Mark Lewis, WALKERS (CAYMAN ISLANDS)

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Dear Colleague, Financial Research Associates is proud to announce our “Offshore Funds Structure, Compliance & Operations Summit” scheduled for June 25-26th, 2007 at the Flatotel in New York City. This summit was creatively designed with industry experts and cutting-edge topics help improve your fund and job performance. You can expect to hear a comprehensive discussion of the regulatory, compliance, operational, administrative, tax, accounting and technology issues of offshore funds. We designed this summit for Compliance Offjcers, Heads of Operations, Heads of Administration, Heads of Tax, Heads of Accounting, Heads of Audit- ing, and Heads of Technology for offshore hedge funds. After two days of expert education, you can expect to walk away with the very latest information on: P Valuation, pricing & liquidity considerations for offshore funds P Structuring options for offshore funds P Useful insight on side pocketing P Complying with Sarbanes Oxley P A hands-on lesson directly from Offshore Offjcers P Actionable information on management fees, compensation, & deferral arrangements P Tax & tax compliance considerations P And much, much more!! AND….. Don’t miss our pre-conference workshop! “Offshore Funds 101” will set the stage for the next 1.5 days of advanced offshore fund education. Our workshop leaders will introduce you to the market players, structures, tax benefjts, regulatory considerations, jurisdictions, stock exchanges and general trends affecting the continuously changing world of Offshore Funds. Other Areas of coverage include:

Why should onshore funds consider offshore funds?
General advantages of offshore funds
Pros & cons of using an in-house versus third party administrator for
ffshore funds
What type of offshore funds/vehicles exist in each jurisdiction?
Numerous structuring options for offshore funds
Offshore & U.S. regulatory considerations
And more!

The 2007 Offshore Funds Summit has all of the makings of a great event— avoid disappointment and reserve your space today by calling us at 800- 280-8440, or register online at www.frallc.com. I look forward to meeting you in June! Sincerely, Jeremy Turpen, Conference Director FINANCIAL RESEARCH ASSOCIATES, LLC

PS. This event promises to sell out – register early to save your spot!

Jeremy Turpen

Chief Compliance Offjcers
Chief Operations Offjcers
Chief Administrative Offjcers
Chief Financial Offjcers
Chief Executive Offjcers
Managing Directors/Partners
General Counsel
Technology Offjcers
Accounting Specialists
Tax Specialists
Auditing Specialists
3rd Party Administrators
Prime Brokers
Technology/Sofuware Providers
Law Firms
Accountants
Auditors

Financial Research Associates provides the fjnancial community with access to business information and networking opportunities. Ofgering highly targeted conferences, FRA is a preferred resource for executives and managers seeking cutting-edge information on the next wave of business

pportunities. Please visit www.frallc.com

for more information on upcoming events. ABOUT THE CONFERENCE SPONSOR

RAVE REVIEWS

WHO WILL ATTEND?

“Great topical presentations that are timely and well articulated. Excellent presenters” “Very informative, comprehensive, and current; very good written materials” “Speakers are very well versed in their areas of expertise offering clear and concise presentations” “Great overview of issues and challenges ahead” “I found all topics and speakers very relevant” “I learned a lot. Broad range of material covered”

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AG E N DA A N D S P E A K I N G FAC U LT Y

Pre-Conference Workshop

8:15–9:00 Registration and continental breakfast for workshop attendees 9:00 – 12:00 Offshore Funds 101

This workshop will serve as a primer to the Offshore Fund world. Our workshop leaders will introduce workshop attendees to the market players, structures, tax benefits, regulatory considerations, jurisdictions, stock exchanges and general trends affecting the continuously changing world of Offshore Funds. This tutorial will cover but is not limited to:

Pros/Cons of Offshore Funds: Why should onshore funds consider
ffshore funds?
Supply/Demand: Increase in popularity of offshore funds
General advantages of offshore funds: tax, tracking, and regulation
Borrowing by offshore funds
Corporate governance of funds: role of directors
Taking the exchanges into consideration during the decision-making

in terms of structure and geography of funds (Cayman Islands Stock Exchange, Dublin, Bermuda, Channel Islands Stock Exchange, etc.)

Pros & Cons of the in-house versus third party administrator for
ffshore funds
Forming the offshore fund entity: What type of offshore funds/vehicles

exist in each jurisdiction?

Who are the key players?
Side letter considerations
Structuring options for offshore funds: Aligning your objectives with

your offshore fund structure

How do Master-Feeders work?
The ins & outs of side-by-side structures
Side pockets with private equity strategies
Offshore regulatory considerations
U.S. regulatory considerations
Sales & marketing considerations

Workshop Leaders: Caroline Williams, Partner WALKERS Michelle Kline, Chief Operating Officer & Chief Administrative Officers GENESSE INVESTMENTS Michael Butowsky, Partner MAYER BROWN ROWE & MAW Gerald Ranzal, Partner ANCHIN, BLOCK & ANCHIN LLP Mark Shadwick, KNIGHT HEDGE LTD *Session will include a break from 10:30–10:45

12:00–1:00 Registration for main conference and luncheon for workshop attendees

Main Conference Begins

1:00–1:15 Chair’s Welcome

__________________ Chairperson: Mark Lewis, Senior Investment Funds Manager WALKERS

1:15-2:15 Valuation & Pricing Considerations Offshore

__________________________________________________

What are the methods of valuation?
Fee considerations
Avoiding confmicts of interest
What is expected from an independent

administrator?

What basis are funds using for performance fjgures

and track records? Speakers: Joseph E. Breslin, Chief Operating Officer ALADDIN CAPITAL MANAGEMENT, LLC Marina Lewin, Managing Director THE BANK OF NEW YORK 2:15-3:15 Side Pocketing: Liquidity, Valuation, Management, Effects and Charging Fees ________________________________________________

Why has demand for side pockets increased and

how does this impact the industry?

Creations & management of share classes
Effects on fund of funds of side pockets in

underlying investments

What are the effects of the registration rule?

Speakers: Allison B. Nolan, Managing Director ATHENA Craig Fulton, Partner CONYERS DILL & PEARMAN Sarah Davidoff, Partner STROOCK & STROOCK & LAVAN LLP 3:15-3:30 Refreshment Break 3:30-5:00 Regulatory Updates from The Cayman Islands, Bermuda, and BVI ___________________________________________________ Legal experts from three leading offshore fjnancial centers discuss recent regulatory changes and industry trends in this combination presentation and moderated panel discussion. Topics to be addressed will cover:

The role of the administrator in Bermuda
Manager reporting and privacy concern in Cayman

Islands

Anti-money laundering obligations
The rise of the offshore partnership
Exchange listing practices and benefjts

Moderator: Karl Ehrsam, Senior Manager DELOITTE & TOUCHE LLP Panelists: Julie McClean, Partner CONYERS DILL & PEARMAN(BERMUDA) Mark Lewis, Senior Investment Funds Manager WALKERS (CAYMAN ISLANDS) 5:00 Day One Sessions Adjourn; Cocktail Reception Immediately Following 8:00 Continental breakfast 8:45–9:00 Chair’s Welcome & Day One Re-Cap ______________________________________ Chairperson: Mark Lewis, Senior Investment Funds Manager WALKERS

MONDAY, JUNE 25TH, 2007 TUESDAY, JUNE 26TH, 2007

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9:00–10:30 Offshore Fund Officers & Directors Speak Out

_________________________________________________ Chief Compliance Offjcers, Chief Operating Offjcers, & Chief Administrative Offjcers speak out on their daily challenges, success stories, expectations, predictions, and more! Moderator: Michelle Kline, Chief Operating Officer & Chief Administrative Officers GENESSE INVESTMENTS Panelists: Patricia Watters, Director and Chief Operations Officer PACIFIC ALTERNATIVE ASSET MANAGEMENT COMPANY Martin S. Silver, Managing Partner THE INTERNATIONAL INVESTMENT GROUP LLC Heather Zuckerman, Chief Administration Officer LEHMAN BROTHERS James Hartmann, Chief Compliance Officer UBS ALTERNATIVE & QUANTITATIVE INVESTMENTS

10:30–10:45 Refreshment break 10:45–11:30 Determining Management Fees, Compensation, & Deferred Compensation Arrangements for your Offshore Fund

__________________________________________________

How do management fees affect taxes to limited

partners?

Equalization
Series method
How do offshore deferrals fees work?
What does the IRS have to say about offshore

deferral of feels?

Transparency issues
Confmicts of interest
Commoditized approach to management decisions
Offshore deferral compensation
Freezing offshore deferral compensation

Speaker: Gerald Ranzal, Partner ANCHIN, BLOCK & ANCHIN LLP Additional Speakers TBD 11:30–12:15 Tax & Tax Compliance ______________________

Impact of state taxes on investments
Use of derivatives to avoid withholding taxes
Special purpose entities to harvest treat benefjts
What is new on deferred compensation

Speakers: Michael Andreola, Tax Partner BDO SEIDMAN, LLP Allison Rosier, Partner PRICEWATERHOUSECOOPERS 12:15–1:30 Luncheon 1:30–2:15 Marketing/Distribution Compensation & Forms

f the Arrangements

___________________________________________________

Key points regarding regulation of offerings
Offering process—disclosure and contractual

documents

Forms of compensation arrangements with

placement agents/solicitors

Key terms of placement and solicitation

arrangements Speakers: Brian S. Vargo, Counsel DECHERT LLP Ben Lim, Partner DEBEVOISE & PLIMPTON LLC 2:15–2:30 Refreshment break 2:30–3:30 Alternative Structuring for Offshore Funds ______________________________________________

Stand alone funds
Master feeders
Side-by-side
Segregated portfolio companies

Speakers: Kieron O’Rourke, Partner HARNEYS Cary Meer, Partner KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP Sarah Davidoff, Partner STROOCK & STROOCK & LAVAN LLP Robert O’Boyle, Vice President of Product Management, Global Accounts ADVENT SOFTWARE 3:30–4:30 “Sarbanes Oxley Light”—Coming in 2007 _______________________________________

How the new auditing standards will impact the way

auditors approach alternative assets (i.e. hedge funds,fund of funds)

How to get your fund complex ready for these

standards

Written communications (internal control defjciency

letters) from auditors to clients may increase in 2007

What administrators can do to help clients comply

with these standards Speakers: Christopher Mears, CPA, Principal ROTHSTEIN KASS Mark Lewis, Senior Investment Funds Manager WALKERS 4:30 Conference adjourns

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Important Information

TO REGISTER: Fax: 704-889-1292 Mail: Financial Research Associates 18705 NE Cedar Drive Battle Ground, WA 98604 Phone: 800-280-8440 Online: www.frallc.com DATE & VENUE INFORMATION: Offshore Funds: Structure, Compliance & Operations June 25-26, 2007 The Flatotel 135 West 52nd Street New York, NY 10019 212.887.9400 Note: Should you require overnight accommodations, please contact the hotel at least 30 days prior to the conference date. Advise them that you are attending the Offshore Funds conference to receive the negoti- ated conference discount rate. Within 30 days of the conference, prevailing hotel rates may be quoted, as the conference rate is no longer guaranteed. Book early—the hotel will sell-out! FEES AND PAYMENTS: The fee for attendance at Offshore Funds is: Conference and workshop: $1995 Conference only: $1695 Please make checks payable to Financial Research Associates, and write code B489 on your check. You may also pay by Visa, MasterCard, Discover, or Ameri- can Express. Purchase orders are also accepted. Pay- ments must be received no later than June 18, 2007. Group discounts can only be issued through the group sales department. They are not available via website or through the 800# line. In order to secure a group discount, all delegates must place their reg- istrations at the same time. Group discounts cannot be issued retroactively. For more information, please contact James Vlasicak at 704-889-1858 or jvlasicak@frallc.com. CANCELLATIONS: If we receive your request to cancel 30 days or more prior to the conference start date, your registration fee will be refunded minus a $175 administrative fee. Cancellations occurring between 29 days and the fjrst day of the conference receive either a 1) $200 refund;

r 2) a credit voucher for the amount of the original

registration fee, less a $175 administrative fee. No refunds or credits will be granted for cancellations received after a conference begins or for no-shows. Credit vouchers are valid for 12 months from the date

f issue and can be used by either the person named
n the voucher or a colleague form the same com-

pany. Please Note: For reasons beyond our control it is oc- casionally necessary to alter the content and timing

f the program or to substitute speakers. Thus, the

speakers and agenda are subject to change without

notice. In the event of a speaker cancellation, every

effort to find a replacement speaker will be made.

g 1-800-280-8440 or online at www.frallc.com

Official Publications and Media Partners

Sponsorship and Exhibit Opportunities

Enhance your marketing efforts through sponsoring a special event or exhibiting your product at this event. We can design custom sponsorship packages tailored to your marketing needs, such as a cocktail reception or a custom-designed networking event. To learn more about sponsorship opportunities, please contact Christy Tester at 704-889-1286 or ctester@frallc.com. Financial Research Associates is registered with the National Associates of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education

n the National Registry of CPE Sponsors. State boards of accountancy have fjnal

authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Ave. North, Suite 700, Nashville, TN 37219-2417. Web site: www.nasba.org. Sponsored learning activities are measured by program length, with one 50-minute period equal to

ne CPE credit. One-half CPE credit increments (equal to 25 minutes) are permitted after the fjrst

credit has been earned in a given learning activity. Please note that not all state boards adopted this

rule. Some participants may not be able to use one-half credit increments. This course is offered as a

group-live course and does not require prerequisites or advance preparation. It is an intermediate level

course. The recommended CPE credit for this course is 11.5 credits plus 3 for the workshop. For more

information regarding administrative policies such as complaint and refund, please contact our offjces at 800-280-8440. Financial Research Associates offers programs at an advanced level of continuing education. Although no prerequisite courses, experience, or advance preparation is required to participate in this program, working knowledge of Finance: Structured Credit is required, as well as, prior knowledge of the program topic.

CLE Credit

Upon conclusion, this program will be submitted for review and approval to the NY State Board of

CLE. Approval decision timeframe from NY State CLE Board is approx 24-36 weeks. Certifjcates

will be sent upon receipt of approval.

BRONZE SPONSOR: SILVER SPONSOR:

Advent Software, Inc., has been providing reliable, trusted solutions to investment management organizations of all sizes and investment strategies. Whether you’re a global hedge fund with investors worldwide, or an investment management fjrm with $500 million in assets under management, Advent’s experience and proven solutions have shown time and again we can improve operational effjciency, reduce risk and free investment managers to focus on what they do best. Advent, with more than 4,000 client fjrms, has established itself as a leading provider of mission-critical applications meeting the demands of investment management operations around the world.

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2007 Offshore Funds 101

Mail: Financial Research Associates, 18705 NE Cedar Drive Battle Ground, WA 98604 Call: 800-280-8440 Fax: 704-889-1292 Online: www.frallc.com Yes! Register me for the Conference Only ...$1695. Yes! Register me for the Conference and Pre Conference Workshop (Offshore Funds 101)...$1995. Please call me; I’m interested in a group discount for my team. Please call me; I’m interested in exhibition or sponsorship opportunities at this event. I wish to receive email updates on upcoming FRA events. SIGNATURE ___________________________________ Name: _______________________________________________________________ Title: ________________________________________________________________ Company: ____________________________________________________________ Department: _________________________________________________________ Address: _____________________________________________________________ City: __________________________ State: ___________ Zip: ______________ Telephone: ___________________________________________________________ E-mail: _______________________________________________________________ Please mention your priority code when registering: Method of Payment: Check Credit Card Purchase Order Please bill my: Visa MasterCard AMEX Discover Credit Card Number: ______________________________________________ Name on Card: ____________________________ Exp. Date: ___________ Signature: _______________________________________________________ Make checks payable to “Financial Research Associates” and write “B489”

n your check.

Attention Mailroom: If undeliverable, please forward to the Offshore Officer Conference Code B489

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