Carne Global Financial Services LimitedFund Directorships
Code of Conductfor Independent DirectorsCarne Directors follow a Code of Conduct which outlines ourstructure for good corporate governance application,compliance, and industry best practice.BEST PRACTICECarne Directors will act in accordance withbest practice guidelines relating to corporategovernance, such as those established by AIMA,the Hedge Fund Standards Board, Irish FundsIndustry Association, CSSF (Luxembourg) andthe President’s Working Group.CONFLICTS OF INTERESTCarne Directors seek to avoid conduct that couldreasonably be construed as creating a potentialor actual conflict of interest. In addition, no CarneDirector will take on more than 30 commercialrelationships in the course of their duties.CONFIDENTIALITyCarne Directors will not disclose any non-public client-related information obtained asa consequence of their directorship unlesspermission to disclose such information isgranted.USE OF CORPORATE INFORMATIONCarne Directors will not compete with clients.FAIR DEALINGCarne Directors will deal fairly and not takeadvantage of clients.FIDUCIARy RESPONSIBILITIESCarne Directors will represent the interests ofshareholders.LEGAL AND REGULATORy COMPLIANCECarne Directors act in strict compliance with allapplicable laws, rules and regulations.
Investors want to see highly qualified independent directors sitting on a fund board. Highquality independent directors bring an additional layer of confidence for investors that risksare being managed; their presence is evidence that best practices are being maintained.John Donohoe, CEO, Carne GroupCarne Directors are fund industry professionals, A Carne director on a board brings with them a number of key advantages forall of whom have in-depth knowledge, expertise the fund:and lengthy track records within the assetmanagement industry. Working with a wide 1. Investor Assurance and Added Valuerange of investment funds, our directors are onhand to provide support and guidance to the Investor due diligence around governance becomes easier because institutionalboards on which they serve. investors know Carne and its governance principles and standards. This gives them more comfort and assurance.As independent directors, Carne Directors Carne has a wealth of relevant experience that our clients can draw on to assistfiduciary responsibilities include acting in them with their asset management businesses and investment products.the best interests of shareholders, managing Collectively Carne Directors have a deep pool of knowledge on a range of criticalconflicts of interest that may arise, and making issues, including product structuring and development, compliance and risk.informed decisions when differences of opinionneed to be resolved. 2. Reduce RiskCarne Directors are equipped to work in a Carne Directors have long and respected track records in the asset managementholistic fashion with other key fund stakeholders, industry, supporting clients in identifying, managing and controlling risks. Oursuch as investment managers, legal counsel, directors encourage the application of a risk-based corporate governance approach,administrators, custodians, prime brokers, giving investors an additional degree of assurance.auditors and distributors. 3. Independent and Limited Number of DirectorshipsCarne Directors are part of Carne GlobalFinancial Services group ("Carne"), the global Carne Directors are limited in the number of investment manager relationshipsleader in fund governance. Carne is an they can enter into. We do not believe you can commoditise the role of aninternational firm, with offices in the major fund independent director without compromising on that directors effectiveness. Everycenters and with considerable depth of expertise fund is unique and requires the directors to attend diligently to its affairs. Mostand knowledge. Carne delivers tailored business institutional investors believe that directors should not act for more than 20 to 30solutions to global asset management clients, Investment Manager relationships which is the Carne standard. They also believespecialising in governance and oversight. there should be regular full board meetings (at least three a year with minimum one "in person") covering key risk areas to the fund.Why clients select Carne Directors 4. Support InfrastructureInvestors need assurance now more than ever;they are becoming increasingly focused on the Carne Directors can draw on the groups administrative and professionalnumbers of directorships held and the role of infrastructure which allows Carne Directors to devote their attention fully toindependent directors on fund boards. According their fiduciary responsibilities. The broad range of professional skill sets presentto our own research of top institutional global within Carne includes experts in best practices, investment products, derivatives,hedge fund allocators, 80% of investors have regulations, valuation policies, compliance, risk management, accountancy anddecided at some point against investing in funds corporate secretarial.because of overall governance concerns. 5. Conflicts of Interest and TransparencyOver 90% told us that governance of fundboards is now much more important to them Investors believe that funds should have a clear conflicts policy which includes theand is their top priority. The role of the seasoned relevant interests of all directors and delegates that may lead to potential conflicts.independent director is more critical than ever. It should include transparency on other directorships held and procedures in the event of conflicts arising including director voting rights. Carne believes this is goodFund managers choose Carne because of our practice.recognised reserve of knowledge of the assetmanagement industry. Carne Directors are 6. Increase Assetsappointed on the strength of their considerableindustry track record, their asset management Carne support funds seeking to reach their intended investor base and raiseindustry expertise, and their integrity as capital. Support includes registration of funds in foreign jurisdictions, offshore fundindividuals. structuring, and providing guidance on potential distributors and platforms.Institutional Investors know Carne and feelmore assured when Carne Directors are on theirboards.
Carne DirectorsCarne Global’s Independent Directors’ Panel is international, based in six locations:Cayman, Luxembourg, Ireland, New York, Switzerland and London.Carne Directors: Luxembourg Thomas is a Managing Director with Carne fund of funds). Prior to that he worked as an option Luxembourg. Thomas acts as an independent director trader (EUREX market maker) for AGON, Cologne. on Luxembourg funds and management companies Thomas is a well known industry risk and product as well as advising clients on product structuring, fund expert. He is co-chairman of ALFIs Risk Management launches, compliance, risk and governance issues. Committee and also Member of the Board of PRiM, Thomas was Director and Chief Risk Officer for Allianz the Luxembourgish Risk Manager association. He has Global Investors Luxembourg S.A., where he worked for spoken on conference panels, written articles and eight years on a wide range of risk and fund compliance contributed to policy papers. He has assisted ALFI in issues. In particular, he built up the UCITS compliant its dealings with the CSSF and ESMA in relation to risk management system for the Allianz fund range. policy formulation for both UCITS and alternativeThomas Nummer In addition, Thomas was appointed as Head of funds. Thomas holds a University degree (Dipl.THOMAS NUMMER HAS OVER15 YEARS’ EXPERIENCE IN ASSET Outsourcing risk for all Management Companies at Kaufmann) from the University of Trier, GermanyMANAGEMENT AND FINANCIAL Allianz Global Investors Europe. including an academic year at Reading University,SERVICES. HIS AREAS OF EXPERTISE Before Thomas worked for Adig Investment in UK. Furthermore Thomas holds a post-graduateINCLUDE RISK MANAGEMENT, Luxembourg for five years, focusing on fund degree as Financial Analyst (CEFA) from the Society ofCOMPLIANCE, REGULATION AND management (passively managed equity funds and Investment Professionals in Germany, DVFA.FUND STRUCTURING. Justin is the Managing Director of Carne including Head of Trustee Services, Global Head of Luxembourg. He acts as an independent Chairman Market Data Services, Head of Valuations and Fund and Director for a number of leading fund boards, Accounting, and Financial Controller. including regulated and alternative funds. In addition Justin qualified as a Chartered Accountant with to acting as an independent fund director, Justin KPMG and holds a Bachelor of Commerce degree advises fund managers and promoters on fund from University College, Dublin. structuring and launches, and is a leading expert on UCITS funds. He has worked with many asset managers, including alternative managers and investment banks, on theJustin Egan structuring and launch of funds domiciled in bothJUSTIN EGAN HAS OVER 20 YEARS’ Luxembourg and Ireland. His other specialist areasEXPERIENCE IN THE INVESTMENTFUNDS INDUSTRY. HE SPECIALISES include fund operations, compliance/regulatoryIN GOVERNANCE, REGULATION, matters, and risk. Prior to joining Carne in 2005,COMPLIANCE, DERIVATIVES Justin worked for State Street (previously DeutschePRODUCTS AND OPERATIONS. Bank) in Ireland, and held several positions there, Tracey is a Director and Principal with Carne business development, new systems implementation, Luxembourg, and has 17 years of experience in the budgetary and financial matters. She previously investment funds industry. She acts as an independent spent five years at BNP Securities Services director and also as a dirigeant for a number of Luxembourg where she was Head of Client Services. Luxembourg investment funds. Before that she worked as Global Custody Manager at Tracey is involved in the development of best Deutsche International Ireland. practice in fund governance through her work with ALFI (Luxembourg fund industry association). Tracey advises fund promoters on the launch of new funds. Additionally, she has undertaken a number of projectTracey McDermott roles (covering fund launches / mergers / conversions /TRACEY MCDERMOTT IS migrations).A DIRECTOR OF CARNE Prior to joining Carne, she was General Manager ofLUXEMBOURG AND HAS 17 YEARS’EXPERIENCE IN THE INVESTMENT PFPC Luxembourg, where she was responsible for day toFUNDS INDUSTRY. day operational management of fund accounting and transfer agency activities, relationship management,
Carne Directors: Cayman Islands Peter is Managing Director of Carne Cayman and Head at RBC Dexia in Ireland, where he established has over 25 years experience in the hedge, private and developed the operational risk and new business equity and traditional funds industry. He is experienced implementation departments and managed the in a wide range of investment strategies, including inaugural SAS 70 accreditation. Before this, he was a equity long/short, global macro, systematic trading, director of HSBCs Irish fund administration business CTA, credit, event driven, arbitrage, distressed/special with European client relationship management situations, multi-strategy and private equity. During responsibility for Alternative Fund Services, working his career he has served as a director on the boards with institutional, established, emergent and of funds sponsored by highly respected investment boutique investment managers. He also established managers. and managed the credit origination department.Peter Heaps He has been appointed Managing Director at leading Prior to this he was Managing Director of Bank ofPETER HEAPS HAS OVER 25 YEARS’ financial institutions and has had full responsibility Bermudas fund administration business in Guernsey.EXPERIENCE IN THE INVESTMENTFUNDS INDUSTRY. HE SPECIALIZES for multi-billion dollar fund operations and large staff Peter has also held senior management positionsIN GOVERNANCE, REGULATION, numbers, whilst gaining significant experience in funds with Gartmore, where he was Company Secretary andCOMPLIANCE, RISK AND PRODUCT governance, compliance, risk and product development. Compliance Officer. He holds a LLB Honours, BusinessDEVELOPMENT FOR HEDGE AND Previously, Peter was Managing Director and Country Law.OTHER ALTERNATIVE FUNDS. Roisin is a Principal of Carne Cayman and has over committee and as a member of the board of 18 years legal and regulatory experience in the directors of the CSX. investment funds industry. She trained and practiced Roisin is a member of AIMA as an independent as a solicitor with Linklaters in London from 1991 to fund director, a member of the Cayman Islands 1996 before returning to the Cayman Islands, where Directors Association and also a member of the she was an investment funds attorney until 2008. board of the NCVO, a local charitable organization. Her most recent role prior to becoming a director Roisin is also a notary public. She graduated with was as a partner in the Cayman office of the a Bachelor of Laws (Hons.) from Nottingham international offshore law firm Mourant du Feu University in 1990 and qualified as a solicitor in & Jeune, where her roles between 2005 and 2008 England and Wales in 1993, as well as an attorney-Roisin Cater included head of the investment funds practice, at-law in the Cayman Islands in 1996.ROISIN HAS OVER 18 YEARS’ LEGAL head of the office, MLRO and head of corporateAND REGULATORY EXPERIENCEIN THE INVESTMENT FUNDS administration. Roisin also spent two years as theINDUSTRY. senior listing executive of the Cayman Islands Stock Exchange ("CSX") from 1998 to 2000 and continues to advise the CSX, both as a member of the listing John is a Director of Carne Cayman and has over and acted as a director to large investment funds. 18 years of experience in the financial services John was also responsible for the accounting industry. He has extensive experience in working business line, managing a team responsible for with a wide range of investment fund structures providing services to private equity funds and and strategies and has served as a director to funds special purpose vehicles sponsored by prominent sponsored by many of the worlds most respected banks. and largest investment managers. John came to the Following this, John was appointed SVP and Cayman Islands with Butterfield Fund Services (now Senior Executive Officer of Maples Finance Dubai Butterfield Fulcrum) where he was responsible for the where he led its establishment and obtained local administration of a complex portfolio of investment regulatory approval. He was also responsible forJohn Ackerley funds. business development and served as a director toJOHN IS A DIRECTOR OF CARNE Following this, John was Vice President at Bank of client investment structures. John is a Fellow ofCAYMAN AND HAS OVER 18 YEARSOF EXPERIENCE IN THE FINANCIAL America Cayman where he had overall responsibility the Institute of Chartered Accountants in Ireland,SERVICES INDUSTRY. for the client reporting team. He then moved to a member of the Society of Trust and Estate Rawlinson & Hunter/ The Harbour Trust Co. where he Practitioners, and holds a Bachelor of Commerce focused on the provision of governance services to top (Hons.) degree from University College Dublin, tier investment managers, primarily in the US market Ireland. Integrity Independence
Carne Directors: Ireland / Cayman Islands Mary is Managing Director, Alternatives in the world. With an in depth understanding of both Carne Ireland office and has over 20 years of investment manager and investor requirements, experience in the provision of administration Mary is well placed to align these needs with those services for alternative funds. Mary focuses on imposed by the jurisdictional, regulatory and legal governance services for alternative investment structures affecting a fund. funds, in both regulated and unregulated domiciles, Before joining IFS Mary was the Senior Manager in particular hedge and private equity funds. of hedge fund accounting at Daiwa Europe Bank. Mary was a founder and member of the senior Mary is a fellow of the Association of Chartered management team at International Fund Services Certified Accountants. (Ireland) Limited ("IFS"), a State Street company, fromMary Murphy IFS launch in 1996. At IFS she focused on the growthMARY IS MANAGING DIRECTOR, of its hedge fund administration business and moreALTERNATIVES IN CARNE IRELAND recently, since 2009, on State Streets private equityAND A LEADING INDUSTRYFIGURE. SHE HAS OVER 20 YEARS’ fund services business. Over the last 20 years MaryEXPERIENCE IN THE PROVISION OF has worked with many hedge funds which haveSERVICES TO ALTERNATIVE FUNDS. grown to become the largest hedge funds in the John is the founder of Carne and has over 20 John spent 12 years with Deutsche Bank, years experience in the financial services industry where he rose to become CEO, Europe, Asia and holding senior positions with Deutsche Bank, Offshore, Deutsche Global Fund Services. Prior to State Street and KPMG. John sits on and chairs the establishing Carne, he was a Senior Vice President boards of some of the worlds largest and most of State Street. John qualified as a Chartered complex mutual and hedge funds. He advises Accountant with KPMG in Dublin. He is a Fellow of global asset managers in areas such as governance, the Institute of Chartered Accountants and holds a product development, distribution and market First Class Honours degree in Accounting & Finance developments. from Dublin City University. Prior to Carne John was a Managing Director ofJohn Donohoe Deutsche Bank. He has served as an executive/non-JOHN DONOHOE IS CEO AND executive director on various Deutsche Bank boards,PRINCIPAL OF CARNE. HE including Deutsche International (Ireland) LimitedESTABLISHED CARNE AT THE and subsidiaries, Morgan Grenfell & Co LimitedBEGINNING OF 2004 AND IT ISNOw THE LEADING GOVERNANCE (Deutsches UK investment bank), Deutsche TrusteesPROVIDER TO GLOBAL ASSET (UK) Limited and The WM company Limited.MANAGERS. Teddy is a Principal within Carne Ireland. He Prior to joining Carne, Teddy was employed by the acts as a Director / Chairman on a number of Irish Allianz Group in Ireland for six years. During this management companies and fund companies for time he was director of Allianz Global Investors leading global managers as well as Cayman-domiciled Irish and Cayman domiciled companies and funds hedge funds. He carries out oversight services in the and had responsibility for operations and product context of UCITS IV requirements on a range of funds management. He held senior management and acts as a designated director/chairman. Teddy positions in the areas of market data and custody has advised asset managers on product structuring at Deutsche Bank in Ireland, having previously for funds, the use of derivatives in UCITS, eligibility worked in the investment banking division of of investment strategies in UCITS, risk management Deutsche Bank in Frankfurt. Prior to that, TeddyTeddy Otto procedures and compliance aspects. worked in finance/treasury with BankgesellschaftTEDDY OTTO HAS OVER 20 YEARS’ He has assisted many managers with setting up Berlin.EXPERIENCE IN FINANCIALSERVICES. HE SPECIALISES IN funds and management companies. He has extensive Teddy holds a degree in Business AdministrationGOVERNANCE, OPERATIONS, RISK, experience in the areas of governance, product from Technische Universit t Berlin.PRODUCT DEVELOPMENT AND development and structuring, risk, compliance,COMPLIANCE. custody, fund operations and valuations.
Carne Directors: Ireland / Cayman Islands John is a Principal with Carne Ireland. He acts as an John qualified as a Chartered Accountant with independent director and chairman to a number of Deloitte and holds a Bachelor of Commerce degree. leading fund boards and management companies. He also acts as a designated individual to a number of UCITS IV management companies and self-managed VCCs. In addition, John specialises in compliance, product and operations for traditional funds and hedge funds, advising and assisting fund managers/ promoters on fund structuring and launches. He has extensive knowledge on UCITS funds.John Skelly Prior to joining Carne in 2006, John held a numberJOHN SKELLY HAS 20 YEARS of senior management positions with leading banksEXPERIENCE IN THE INVESTMENTFUNDS INDUSTRY. HE SPECIALISES and asset management companies, including BNPIN GOVERNANCE, COMPLIANCE, Paribas Securities Services and Norwich UnionPRODUCT AND OPERATIONS FOR Investments (now Aviva Investors).TRADITIONAL AND HEDGE FUNDS. Yvonne is a Principal with Carne Ireland. She acts directly to the CEO and was a key contributor to as a director for Irish management companies and the overall strategy and direction of the business. funds. She also specialises in governance, product Yvonne trained as a chartered accountant with development, compliance, financial reporting KPMG, specialising in corporate taxation. She is a and operations. Formerly, she has assisted fund Fellow of the Institute of Chartered Accountants managers and service providers with various aspects of operational development and efficiency and is a recognised expert in the field of back office operations and change management. Prior to joining Carne Yvonne was HeadYvonne Connolly of Operational Development at State StreetYVONNE CONNOLLY HAS 20 YEARS (International) Ireland (formerly Deutsche Bank),EXPERIENCE IN THE INVESTMENT where she looked after new business take on,FUNDS INDUSTRY. SHE SPECIALISESIN GOVERNANCE, COMPLIANCE, product development, system implementation andPRODUCT AND OPERATIONS FOR change management. As a member of the seniorTRADITIONAL AND HEDGE FUNDS. management team at State Street, Yvonne reported Ann-Marie is a Principal with Carne Ireland and has Ms Galvin trained as a chartered accountant with 20 years experience in financial services. She acts KPMG, specialising in corporate taxation. She is a as an independent director for a number of fund Fellow of the Institute of Chartered Accountants. boards and management companies. Ann-Marie has She holds a Diploma in Professional Accounting also assisted clients with the launch of UCITS and and a Bachelor of Commerce degree from other funds. Her specialist areas include corporate University College Dublin. governance, product structuring, fund administration, transfer agency and distribution platforms. Before joining Carne, she was Head of Transfer Agency at State Street (International) IrelandAnn-Marie Galvin (formerly Deutsche Bank). She was a member of theANN-MARIE GALVIN HAS 20 YEARS’ senior management team reporting to the CEO, and aEXPERIENCE IN THE INVESTMENT key contributor to the overall strategy and direction ofFUNDS INDUSTRY, SPECIALISING the business.IN CORPORATE GOVERNANCE, She was also a director of a number of investmentPRODUCT STRUCTURING, FUNDADMINISTRATION, TRANSFER companies and a member of the Irish Funds IndustryAGENCY AND DISTRIBUTION Association Committee for Transfer Agency andPLATFORMS. Marketing for several years. Expertise Experience
Carne Directors: Ireland / Cayman Islands Elizabeth is a Director with Carne Ireland Commerce from University College Cork, and has specialising in corporate governance, product a Masters degree in Business Studies from the development, financial reporting and fund oversight Smurfit Graduate School of Business. for both mutual and hedge funds. She carries Elizabeth is a member of the Association of out oversight services in the context of UCITS Chartered Certified Accountants. requirements on a range of funds and also acts as a Designated Individual on a number of Irish fund companies. Elizabeth has also assisted managers on projects such as conversions from non-UCITS to UCITS,Elizabeth Beazley dedicated UCITS fund launches and has workedELIZABETH IS A DIRECTOR wITH with a leading investment manager to develop theirCARNE IRELAND SPECIALISING INGOVERNANCE, UCITS OVERSIGHT, global financial reporting oversight capability. PriorPRODUCT DEVELOPMENT, to joining Carne Elizabeth spent four years with AIB/COMPLIANCE AND FINANCIAL BNY Fund Management in Ireland, and before thatREPORTING. worked for HSBC. She graduated with a Bachelor ofCarne Directors: New York Joe is the Managing Director of Carne Global into the offshore market. He provides structuring Financial Services in New York. He has over 20 services, launch advice, and project management years of experience in the financial services with a specialisation in UCITS compliant vehicles. industry including more than 14 years of managing Prior to joining Carne in 2010, Joe spent 13 years and providing directorship for offshore structures at American Express managing their offshore domiciled in Luxembourg, Ireland, and the Cayman collective investment vehicle business and 10 years Islands. Joe was formerly fully responsible for the at Alliance-Bernstein managing financial controls American Express Luxembourg fund ranges and sat and operational risk. on the board of directors of all fund vehicles and the associated management company.Joe Hardiman He was also on the boards of the American ExpressJOE IS MANAGING DIRECTOR hedge fund offerings as well as their private equityCARNE USA. HE HAS BEEN ANEXECUTIVE IN THE INVESTMENT structure. In addition to acting as an independentINDUSTRY FOR MORE THAN director, Joe works as consultant for Carne focusing20 YEARS. his efforts on managers interested in expandingCarne Directors: Switzerland Veronica is a Principal with Carne Switzerland. Prior to that she was a consultant within She has 11 years of experience within the asset the Regulatory Consulting Practice at management industry. Her specialist areas PricewaterhouseCoopers in London, focusing on are governance, product development and fund management. Veronica holds a degree in implementation for Luxembourg and Dublin products, Aeronautical Engineering from the University fund and asset management compliance for both of Southampton and a Masters in Design traditional and alternative managers, regulatory Management, as well as a number of industry authorisations, foreign fund registrations/UCITS compliance and fund management qualifications. passporting, and independent oversight. Prior to joining Carne in 2006, Veronica worked as aVeronica Buffoni compliance specialist at Fleming Family & Partners inVERONICA IS A PRINCIPAL wITH London, a leading wealth management business.CARNE SwITZERLAND.
Carne Directors: London Bill is a Principal with Carne London. He is an Liquidity EMEA at JPMorgan Asset Management. experienced operations and business manager Previously, Bill worked within PIMCO with within the international pooled fund investment responsibility for overseeing the operations and management industry (privately placed or publicly administration of PIMCOs international pooled offered). Bill has over 20 years of experience as a fund product ranges. product and business manager and has launched Bill holds a BA in English from Oberlin College innovative fund products and implemented highly and an MBA from University of California, Irvine. tuned client servicing processes. His expertise includes board governance, product development and management, UCITS and otherBill Blackwell regulatory structures, compliance, business andBILL HAS OVER 20 YEARS’ product strategy, fixed income and derivatives,EXPERIENCE IN FINANCIALSERVICES. HE SPECIALISES IN product design, country registrations and projectGOVERNANCE, OPERATIONS, RISK, management.PRODUCT DEVELOPMENT AND Prior to joining Carne, Bill worked as a Vice President,COMPLIANCE. Senior Manager Product Development, Global Aymeric is the Managing Director of Carne London. He has 14 years of business and change management experience including nine years working for Merrill Lynch in three different countries, covering securities brokerage and wealth management. His final positions at Merrill Lynch were Chief Operating Officer of the Zurich private wealth management office and manager in charge of the Monaco private wealth office. After leaving Merrill Lynch, Aymeric led the restructuring of a familyAymeric Lechartier owned business as CEO. Aymeric is a native FrenchAYMERIC IS THE MANAGING speaker and he is also fluent in German and Spanish.DIRECTOR OF CARNE LONDON.HE SPECIALISES IN GOVERNANCE,PRODUCT DEVELOPMENT ANDDISTRIBUTION. Professional Proactive