Streelbridge Presentation (Lf 072810)


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Streelbridge Presentation (Lf 072810)

  1. 1. 2626 Cole Avenue, Suite 400 | Dallas, Texas 75204 214.960.4810
  2. 2. The  Implications  of  New  Legislation   The Dodd-Frank Act of 2010 Most Investment Advisors Will Have to Register or Reregister Within One Year of Enactment SEC registered managers with less Federal exemptions from registration than $100 MM AUM may have to are much narrower; Most private deregister from the SEC and equity and hedge fund managers will reregister in one or more states. have to register with the SEC or one or more states. Regulators require registered managers to have verifiably robust compliance programs. Managers are beginning implementation now. Overview 2
  3. 3. Protect  Your  Brand.  Protect  Your  Business.   Robust Compliance Program Attract More Investor Money Keep the Money You Earn The Dodd-Frank Act is expected to raise the Avoid State and SEC interference and investor qualification thresholds, limiting pools fines. to high net worth investors. Shorten SEC inspections and reduce Large and institutional investors demand strong business distraction. compliance procedures and back testing, Low cost, outsourced compliance regardless of registration with the SEC or states. functions require fewer internal hires. Enhance Your Reputation in the Marketplace Overview 3
  4. 4. Our  Services  Offerings   SteelbridgeCompliance  will meet your State or SEC required registration and compliance program requirements. •  Registration •  ADV Part I and Part II Advisor Services •  Filing Support, including Federal and State Filings and EDGAR Processing •  SEC Inspection Support •  Compliance Program Review •  Quarterly and Annual Reviews Compliance Assessments •  Mock Audits and Exams and Testing •  Specialized Reviews of Compliance Program Components •  Specialized Testing of Processes and Internal Controls •  Technology Vendor Selection and Negotiation •  Disaster Recovery and Business Continuity Planning Additional Services •  Disaster Recovery and Business Continuity Testing •  Privacy Protection and Planning •  On Site Compliance Training Overview 4
  5. 5. Who  is  SteelbridgeCompliance?   Who are we? In-House Professionals: SteelbridgeCompliance was founded and is run by attorneys and CPAs with decades of combined in-house experience at sophisticated, top-tier investment advisors. Why does that matter? Perspective: Real world understanding of the integrated business, operations, legal, back office, and compliance functions of investment advisors, regardless of size, structure, or asset class. Practical: Efforts are, therefore, tailored to an advisor’s specific size and strategy. No abstract and impersonal “best practices”, and no excessive, expensive and irrelevant waste. Purposeful: Ability to provide action items and actual implementation of fixes to the compliance program, not just identifying red flags. Implementation of Analysis with Practical, cost effective change with the Perspective. recommendations. Purpose of fixing problems—not just pointing out red flags. Overview 5
  6. 6. Why SteelbridgeCompliance?   Experience  and  Price-­Sensitive,  Flat-­Fee  Cost.   Overview 6
  7. 7. Compliance  Programs  Should  ReJlect  and   Strengthen  Your  Business   Legal and Risk Marketing Management Central Compliance Robust Program Elements •  CCO Compliance •  Compliance Manual •  Code of Ethics Program •  Annual Review(s) Client Operations •  Monitoring Management •  Training Portfolio Management and Trading Overview 7
  8. 8. SteelbridgeCompliance  Program  Review   SteelbridgeCompliance  provides  Jlat-­fee,  price  sensitive  levels  of  review. Low Tier 1: General, high level risk-based Are the requisite assessment of the Advisor’s Compliance compliance program Program in light of regulatory parts in place? requirements. Detail Level Tier 2: Detailed, risk-based assessment of the Advisor’s Compliance Program Are you doing what you measured against the Advisor’s manual. said you are doing? Compare reality to Compliance Manual- are you doing what you say you are? • Are there gaps in your compliance program? Tier 3: Compliance Program • Are you current with development , update and/or existing trends, new improvement of policies, processes, regulations and best procedures and controls to address practices? undue risks and gaps identified in the • How can your program Tier 2 Review. be improved? • Does your program minimize risk in a cost High effective manner? Overview 8
  9. 9. SteelbridgeCompliance  Program  Review   Compliance Compliance Requirements Program Central Portfolio Legal and Client Program Marketing Mgmt Operations Risk Elements Management &Trading Management ’33 Securities Program Building Act •  CCO •  PPM & ADV II •  Policy and •  Best •  Custody •  Efficacy Blocks Review •  Compliance •  Performance Procedures Execution •  Info. Security Testing Manual •  Investment •  AML/KYC •  Proxy Voting •  Record Keeping •  Key Risk Tier 1 •  Code of Ethics Fees •  Privacy •  Soft Dollars •  Business Continuity Indicators ’34 Exchange •  Annual Review •  Solicitation •  Provide ADV II •  Restricted List •  Disaster Recovery •  Periodic Act •  Monitoring •  Advertising •  Investor Reports •  Securities Filings •  Litigation Reviews •  Training •  Strategy •  FBAR Requirements •  SEC and other •  Reg. M filings ‘40 Investment •  Trade Allocation Advisers Act Requirements Review Supporting/Detailed ’40 Investment Company Act Tier 2 Commodity Adequacy of Existing Policy Implementation Exchange Act Additional SEC Regs Additional Federal Gap Analysis Development Regulations Program Tier 3 State Regulations Compliance Program Development and Implementation New and/or Updated Policies, Processes, Procedures and Controls Best Practices Overview 9
  10. 10. The  Steelbridge  Review  Process   Off Site Information On Site Information Information Review Information Analysis Findings and Gathering Gathering Summary Report • Information • Findings Request • On-Site Due • Do you have the • Are you doing • Ratings • Off Site Due Diligence requisite policies, what you say you • Recommendations Step 3 Step 5 Step 4 Step 1 Diligence processes, are doing? Step 2 • Interviews • Summary Report • Preparation for procedures and • What level of risk site visit and controls? remains? interviews with firm personnel • Begin review and analysis process •  Risk driven, methodical approach •  Client selects level of detail to examine •  Performed by attorneys and operational professionals with significant industry experience •  End result produces actionable tasks and evidence of a robust compliance program Overview 10
  11. 11. Management  Team   Officers Daryoush Niknejad, JD, Managing Director. Mr. Niknejad is a regulatory compliance attorney who has served in- house and as outside counsel to registered investment advisors, private equity firms, and broker-dealers. Notably, he was Associate General Counsel at Highland Capital Management, L.P., a multi-billion dollar investment adviser responsible for large distressed asset funds, as well as various retail and private hedge funds, CLOs, and real estate funds. While at Highland, he helped design, build-out, and test the firm’s compliance platform, while also advising on derivatives trading, litigation management and a myriad of strategic relationships and agreements. Mr. Niknejad also served as Associate General Counsel at IP Navigation Group, LLC, a technology focused family office, where he was also General Counsel to its various portfolio companies. While at IP Navigation, he was the sole regulatory attorney responsible for all SEC and Blue Sky Law compliance. Mr. Niknejad is a graduate of UCLA and the University of Texas School of Law, and a member of the California and Texas bars. Stephen Weinberg, JD, Vice President. Prior to joining Steelbridge Compliance, Mr. Weinberg worked as an attorney in the compliance group at HBK Capital Management, a hedge fund with over $10B in assets under management. Prior to HBK, Mr. Weinberg served as a Senior Associate for Blue Ridge Partners, a boutique management consulting firm. While there he helped guide a prominent national bank in the improvement of its information security program in order to address regulatory issues and compliance concerns of the OCC. Prior to Blue Ridge Partners, Mr. Weinberg held a variety of positions with AMRESCO Inc., a diversified real estate and financial services firm that was, in large part, subsequently acquired by companies such as GMAC and Wachovia Corporation. Mr. Weinberg’s tenure with AMRESCO included improving operational performance as an Internal Process Consultant, working as a corporate attorney in its legal group and as an asset manager where he resolved over $60M of defaulted commercial real estate loans. Mr. Weinberg graduated from the University of Texas School of Law in 1992 after earning his B.A., with Honors, from the University of Texas at Austin’s Plan II Honors program. While working full time, Mr. Weinberg subsequently earned an M.B.A., with Honors, from Southern Methodist University’s Cox School of Business in 2001. Overview 11
  12. 12. Management  Team   Directors Michael Minces, JD. Mr. Minces is a founding partner at Blue River Partners LLC, a provider of complete compliance and operations outsourcing solutions for investment managers. Prior to founding Blue River Partners, Mr. Minces was the General Counsel and Chief Compliance Officer of Swank Capital, LLC. In this role, Mr. Minces was responsible for all aspects of the Firm’s legal matters, regulatory compliance and product development. Mr. Minces was instrumental in the design and implementation of a compliance platform relating to the Firm’s 2007 launch of a 1940 Act registered, public closed-end investment company. In addition, Mr. Minces redesigned and customized the firm’s advisory compliance platform. Prior to joining Swank, Mr. Minces was the Chief Compliance Officer and Associate General Counsel for Highland Capital Management, L.P., an alternative asset manager in Dallas, Texas that managed up to $40 billion in assets. At Highland, Mr. Minces was responsible for, among other duties, the design, implementation and maintenance of Highland’s firm-wide regulatory compliance platform. In addition to his positions held at Highland, Mr. Minces also served as the Chief Compliance Officer for each of Highland’s twelve managed registered investment company clients, with direct reporting responsibility to the Funds’ independent Board of Directors. Prior to joining Highland, Mr. Minces worked in the hedge fund group of Akin Gump Strauss Hauer & Feld LLP, specializing in fund structuring and formation for both domestic and offshore entities, fund governance and regulatory and compliance matters and, prior to Akin Gump, worked in the Investment Management Group at Skadden Arps, focusing on the formation and regulation of registered and unregistered investment companies, federal securities regulation, structured financing and investment management. Mr. Minces received a JD from the University of Texas School of Law in 2000 and a Bachelor of Business Administration in Finance from the University of Texas at Austin in 1997. Mr. Minces is licensed to practice law in the states of Texas and New York. Overview 12
  13. 13. Management  Team   Directors George Lee, JD. Mr. Lee is a founding partner of Lee & Stone LLP, a law firm which provides legal services to the investment community including hedge funds, family offices, private equity funds and venture capital funds. Prior to founding Lee & Stone, Mr. Lee served as General Counsel of Greenway Capital, a Texas registered investment adviser. At Greenway, Mr. Lee oversaw and advised on all legal and compliance matters, including fund formation, marketing, ’34 Act filings (including Forms 13-F, 13-D, and Section 16), proxy contests, PIPE transactions, Rule 144 sales of restricted securities, offshore administration, custody and prime brokerage. Immediately prior to serving as General Counsel to Greenway, Mr. Lee maintained a private practice based in Dallas and Houston, Texas representing select clients, which ranged from start-up investment funds to publicly traded Fortune 500 companies. Prior to that, Mr. Lee worked in New York, Dallas and Houston for the international law firms of LeBoeuf, Lamb, Greene & MacRae (now Dewey and LeBoeuf), Akin, Gump Strauss, Hauer & Feld and Baker Botts representing hedge funds, private equity funds, venture capital funds and public corporations in the areas of mergers and acquisitions, securities and regulatory compliance, including Sarbanes Oxley compliance. Mr. Lee graduated from the University of Texas School of Law in 1987, and received his BA in 1983 from Carleton College. Mr. Lee is a member of the Texas and New York bars. Mark Fordyce, CPA. Mr. Fordyce is a founding partner at Blue River Partners LLC. Prior to founding Blue River, Mr. Fordyce was the Chief Financial Officer of Swank Capital, LLC. Swank Capital is an investment adviser with approximately $960 million in assets under management through multiple hedge funds and one registered public closed-end fund, investing primarily in master limited partnerships (MLPs) and global resources. In this role, Mr. Fordyce managed all aspects of operations, finance, accounting, tax, information technology, and human resources. Prior to joining Swank Capital, Mr. Fordyce was primarily responsible for the launch of three new advisory businesses - Durango Partners, Caprock Capital Partners, and Hercules Partners. The investment strategies of these fund structures included convertible arbitrage, merger arbitrage, equity long-short, commodities, bank debt, options, and total return swaps. Mr. Fordyce served in the role of Chief Financial Officer and Chief Operating Officer of all three fund structures. Prior to his 9 years of experience working with investment funds, Mr. Fordyce had 12 years of experience with PricewaterhouseCoopers and KPMG, serving as Director and Managing Director in their respective tax practices. Mr. Fordyce graduated with highest honors from New Mexico State University in 1988, receiving a Bachelor of Accounting. Overview 13
  14. 14. Management  Team   Directors Harrison Blase, CPA. Mr. Blase is a founding partner at Blue River Partners LLC. Mr. Blase has over six years of audit and tax experience in the investment partnership industry. Prior to founding Blue River, Mr. Blase was the Controller at Swank Capital. In this role, Mr. Blase was responsible for financial reporting, managing Fund audits, account setup, internal control systems, and support for various compliance initiatives. In addition, Mr. Blase was the primary interface with the Firm’s auditors, administrators and banking groups for all daily management issues. This included daily monitoring of cash and position reconciliations, the review and distribution of performance reporting, and maintaining the flow of critical financial and tax information to investors. Prior to joining Swank Capital, Mr. Blase worked for Rothstein Kass & Company, PLLC, helping facilitate audits and tax returns for long /short equity Funds, commodity derivative Funds, and Fund of Funds. His responsibilities included financial statement preparation and review, partnership tax return preparation, and training personnel. His primary focus was on funds in the energy sector; specifically Swank Capital, LLC and a multi-billion dollar commodity fund complex. Mr. Blase received his Bachelors of Business Administration and Master in Professional Accounting from The University of Texas at Austin in 2004 and became a Certified Public Accountant in 2006. Evan Stone, JD. Mr. Stone is a founding partner of Lee & Stone LLP. Prior to co-founding Lee & Stone in 2009, Mr. Stone served as inside General Counsel for prominent Dallas-based control and activist investment manager, Newcastle Capital Management. At Newcastle, where Mr. Stone continues to serve as outside General Counsel, Mr. Stone has overseen and advised on all legal matters for the adviser and its affiliated investment funds and companies, including control transactions, proxy contests, complex financings, corporate governance matters, ‘34 Act filings and fund formation and marketing activities. Prior to joining Newcastle in 2006, Mr. Stone worked at the international law firm Skadden Arps Slate Meagher & Flom LLP. At Skadden, Mr. Stone represented leading private equity funds and Fortune 500 companies on mergers and acquisitions and securities matters, advising on a host of highly innovative transactions, and trained under, and worked alongside, the foremost practitioners in the field. Mr. Stone’s background and perspective is augmented by investment banking experience for Merrill Lynch & Co, where Mr. Stone advised public companies, private equity funds and venture capital funds on equity and debt financings and mergers and acquisitions. Mr. Stone graduated from the University of Texas School of Law and the University of Texas Graduate School of Business in 1997 and received his BA, Magna Cum Laude, from Harvard College in 1993. Mr. Stone is a member of the Texas and New York bars. Overview 14
  15. 15. 2626 Cole Avenue, Suite 400 | Dallas, Texas 75204 214.960.4810 For additional information, please contact D. Niknejad at or 214.960.4811.