What key provisions do U.S. institutional investors look for when considering whether to invest in a private fund sponsored by a Brazilian investment manager? The panelists will discuss what institutional investors look for (including fee terms, fund expenses, liquidity, key man provisions and valuation) and why. They will also address typical structures for U.S. institutional investors, including master-feeder and mini-master structures, the tax reasons why investors prefer certain structures, and related regulatory considerations, including:

• Whether the manager should register as an investment adviser with the SEC or avail itself of the private fund adviser exemption;

• What additional procedures a manager would need to implement in order to be able to register with the SEC, and what additional obligations the manager would have (e.g., Form PF);

• Investment Company Act exemptions;

• Changes to Regulation D, including the JOBS Act and bad actor, and state blue sky;

• Use of derivatives and commodity pool operator registration;

• Taking money from ERISA plans, including being an "investment manager," the qualified professional asset manager (or QPAM) exemption and indicia of ownership issues;

• Managing money for governmental plans - lobbyist registration and restrictions on political contributions and gifts and entertainment;

• Ability to sub-advise registered investment companies

The extraterritorial reach of U.S. securities laws

Speakers:

• Cary J. Meer, Partner, K&L Gates LLP, New York and Washington, D.C.
• Francine Balbina, Executive Director, DMS Governance Ltd.
• Alex Rodrigues, Chief Operating Officer, Constellation Investimentos E Participações Ltda
• Additional speakers to be confirmed

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