Hedge Fund Industry Services Hedge Fund Industry Services With more than 25 years of experience representing and counseling investment managers and hedge funds, BakerHostetler understands the unique needs of the hedge fund industry. We offer a full panoply of integrated, value-added services specific to funds spanning from fund formation to investment strategy to regulatory compliance to litigation, as well as traditional daily legal services most businesses require. Clients we service range from hedge funds to fund of funds, to investment funds that have portfolios which include commodities and alternative asset classes, such as consumer and commercial lending, distressed debt, derivatives, REITs and settlement payments. We represent investment managers and hedge funds both domestically and offshore. At inception, we assist with all aspects of fund formation, having the experience and flexibility to identify, adapt and customize fund documents, corporate structure and tax planning to fit the diverse needs of our clients. Our legal services in the hedge fund arena are bespoke to an individual client and circumstance, as we recognize that one size does not fit all. During the life of our hedge fund clients we also serve as a trusted advisor and partner. We fully understand the interplay between money managers, investors, administrators, custodians and other industry service providers. We advise and counsel our clients in connection with their marketing materials, investment and operating strategies, management agreements, carried interest issues, hurdles, investor disputes, and ultimately, their exit strategies. We also represent hedge funds before Congress and monitor governmental committees charged with supervising those funds. Our hedge fund clients often look to us for their more traditional legal needs as well. Services we provide on a seamless basis include advising and counseling on data privacy, employee benefits, employment law, tax, intellectual property, and trade secrets. We also handle all forms of commercial, securities and investor litigation and arbitration. We proactively support our clients with all of their compliance and regulatory needs. Clients turn to us for assistance in crafting policies and procedures, compliance and employee manuals, as well as advising on internal controls, regulatory filings, regulator examinations and compliance with the Investment Advisers Act of 1940. We adroitly handle all forms of inquiry and investigation by the SEC and criminal prosecutors, including those arising from allegations of market abuses, fund valuation issues and insider trading, and defend our clients in any subsequent proceedings. By virtue of our appointment as lead counsel to SIPC Trustee, Irving Picard, for the liquidation of Bernard L. Madoff Investment Securities, we are also uniquely positioned to aggressively protect the interests of our hedge fund clients and service providers. We have a deep, global understanding of the day-to-day challenges facing this industry, and a breadth of capability throughout the firm, across practice groups, that is second to none. We provide our clients with analysis as to relevant industry customs and practices, including due diligence protocols. We also have vast expertise in structured notes, swap agreements, derivatives and other exotic financial instruments often employed by hedge funds. We work hand-in-hand with our clients, proactively to help them anticipate business and legal issues in order to avoid the potential traps of investment management and litigations.

Hedge Fund Industry Services Attorneys Marc D. Powers Marc D. Powers has been practicing securities regulation, litigation and enforcement law for over 25 years since leaving public service at the SEC’s Enforcement Division and leads the law firm’s Securities Litigation and Regulatory Enforcement practice. During his career Mr. Powers has provided compliance and regulatory advice to hedge funds and broker-dealers, their principals and portfolio managers, and has represented them in disputes with investors in litigation and arbitrations. He has successfully represented funds in SEC, CFTC and criminal investigations and proceedings against charges of misleading fund valuations, insider trading, market timing and late trading, supervisory failures and futures market manipulation. He is a member of BakerHostetler’s National Task Force on Complex Financial Fraud and is a member of BakerHostetler’s court-appointed team serving as counsel to the SIPA Trustee for the liquidation of Bernard L. Madoff Securities LLC, where he has been coordinating strategy for the SIPA Trustee’s actions against several major feeder funds. Mr. Powers is a sought after commentator on many complex securities-related issues, appearing on panels, in print media and television, and is a regular contributor to various industry publications.

Thomas S. Gallagher Thomas S. Gallagher’s practice is focused on the representation of hedge funds, private equity firms, family offices, investment advisers, broker dealers and regulated and unregulated financial institutions and financing entities in corporate, securities and regulatory matters. Mr. Gallagher routinely assists clients in the structuring, documentation and formation of domestic and off-shore hedge funds as well as special purpose vehicles. His clients range from funds engaged in equity and debt securities investments in listed securities to funds involved in commodities, derivatives and alternative investments, such as commercial and consumer lending, real estate, distressed debt, life settlements and other insurance-related investments, premium finance, IP rights and royalty streams. Mr. Gallagher also counsels hedge funds and other financial services clients involved in regulatory examinations and reviews and on refinement of their regulatory compliance infrastructure and internal controls. Mr. Gallagher is also a frequent speaker and writer on topics affecting domestic and offshore hedge funds and the alternative investment industry. Elizabeth A. Smith Betsy Smith serves as the Assistant Business Group Coordinator as well as the Tax Group Coordinator for the firm’s New York office. She focuses her practices in the areas of tax advice and planning and all aspects of tax controversy. She has significant experience representing hedge funds, traders, private equity companies, and both public and private corporations. Her tax background and business experience enable her to assist clients with tax-creative and efficient solutions to a variety of challenging and complex tax issues. Ms. Smith advises clients with respect to the tax aspects of mergers, acquisitions, restructurings, debt and equity offerings, financial instruments including hedging contracts, swaps, forward contracts, options, collars and other derivative instruments. She has significant experience with hedge funds representing funds and fund of funds, both domestic and offshore, in all aspects of tax-efficient planning. She is well-versed with the business and tax issues that arise in the alternative asset space. On a regular basis, Betsy works with institutional advisers, banks and brokerage firms in establishing private investment funds, as well as investment managers and broker-dealers.

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William K. Kane Bill Kane focuses his practice on complex commercial litigation and government controversy. He represents clients in SEC examinations and litigations in disputes related to contracts, business torts; competition cases involving trade secrets, noncompetition agreements, the Computer Fraud and Abuse Act, unfair competition and antitrust. As a former Assistant Illinois Attorney General, Mr. Kane represented the Illinois Department of Financial Institutions, The Illinois Department of Banks & Trusts, and the Illinois Secretary of State in regulatory enforcement proceedings. Mr. Kane has significant experience in representing clients who require emergency legal assistance in both prosecuting and defending against equitable claims, including injunctive relief involving allegations of unfair and fraudulent business practices, trade secret theft, regulatory violations, and requests for receiverships. He conducts internal corporate investigations and provides corporate counseling and advice. Mr. Kane’s practice also includes representing corporations and officers who are the subject of parallel civil and criminal proceedings.

Mark A. Kornfeld Mark A. Kornfeld serves as a leader and securities law advisor for BakerHostetler’s National Task Force on Complex Financial Fraud. As a lead attorney working directly with Chief Counsel David Sheehan as court-appointed counsel to the SIPA Trustee, Irving H. Picard, for the liquidation of Bernard L. Madoff Investment Securities LLC, he currently leads a multibillion-dollar lawsuit against a large Madoff feeder fund group and its management. He also oversees a number of additional prominent feeder fund/bank and transfer litigations, as well as cases involving the use of derivatives and other exotic financial instruments during the decades-long Madoff Ponzi scheme. Mr. Kornfeld has many years of securities litigation experience representing, among others, public and private companies, senior executive officers and directors, mutual funds, hedge funds and investment banks in connection with shareholder class actions arising under the federal and state securities laws and corporate governance/shareholder disputes. Mr. Kornfeld has represented hedge funds in a series of domestic and international commercial litigations, arbitrations and mediations, as well as on enforcement, employment, private equity, bankruptcy and other transactional matters.

Richard B. Levin Richard Levin’s practice focuses on the representation of early stage and publicly traded companies in the financial services industry, including broker-dealers, alternative trading systems (ATSs), hedge funds, and exchanges. Mr. Levin has served in senior legal, business, and compliance positions in publicly traded and privately held financial services firms. Most recently, he served as the Global Head of Product Development for Compliance and Operations for the largest German investment bank. Mr. Levin has played a leadership role in the launch of several joint ventures of leading investment banks, including serving as the General Counsel, Chief Compliance Officer and Secretary to the board of directors of EquiLend, a global securities finance platform and BIDS Trading, a U.S. dark pool. Mr. Levin has represented broker-dealers, ATSs and MTFs before regulators in North America, Europe, Asia and Australia. Mr. Levin began his career on Wall Street by serving as the General Counsel of one of the original Electronic Communications Networks, and as Assistant General Counsel and Regulatory Affairs Officer for Knight Capital Group, the leading Nasdaq market maker.

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Dominic A. Lloyd Dominic Lloyd focuses his practice on corporate finance, mergers and acquisitions and general corporate work. Mr. Lloyd has represented issuers and financial investors in connection with senior and mezzanine debt financings and equity capital transactions for companies at all stages of development. He has also represented European investors and companies in connection with venture financings and general corporate matters. Mr. Lloyd has been actively involved in the structuring and formation of domestic funds and the registration of investment advisers. He has worked with clients involved in private equity, venture capital, real estate, oil and gas and equity and debt securities.

Laurence S. Markowitz Larry Markowitz is the Business Group Coordinator for the firm’s New York office and has been providing a broad range of legal services to public and private enterprises, both domestic and off shore, for over 35 years. Among his clients are a number of investment funds, registered investment advisers and numerous private investors. His international clients include companies in France, the United Kingdom, Brazil, Portugal and the Bahamas. He advises his clients regarding investments, mergers and acquisitions, corporate restructurings, private placements, securities law compliance and corporate governance. Mr. Markowitz is particularly active in representing investment advisers and asset managers. He has structured and formed a variety of domestic and foreign investment limited partnerships, hedge funds and private equity funds and has assisted with their regulatory compliance, trading and M&A transactions. He counsels various private investors with regard to fund investments internationally and represents a leading global private equity fund solicitation firm.

Andrew W. Reich Andy Reich’s practice includes representing firms and individuals in investigations and enforcement proceedings by the SEC, FINRA and other governmental bodies and selfregulatory organizations; counseling broker-dealers, hedge funds and issuers with respect to compliance issues; and representing clients in litigations in federal and state court and in FINRA and AAA arbitrations. Among many subject matters, he has represented clients in matters involving alleged market manipulation and insider trading by hedge funds. He is currently involved in several litigations as a member of the BakerHostetler team serving as counsel for the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC. Prior to joining BakerHostetler, Mr. Reich worked in regulatory enforcement at two of the nation’s major securities SROs, as Regional Counsel in the Enforcement Department of FINRA (then known as NASD), and as head of the Enforcement Department at the Philadelphia Stock Exchange. He started his legal career handling commercial litigation, including securities and other matters, at another leading New York law firm.

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Lauren J. Resnick Lauren Resnick focuses her practice on white collar criminal and regulatory matters, internal corporate investigations and commercial litigation. Ms. Resnick has represented investment funds, accountants and professionals in the financial industry in connection with investigations by the CFTC, SEC and the Department of Justice. She has conducted numerous internal investigations on behalf of financial service companies. As part of BakerHostetler’s court-appointed representation of Irving Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), Ms. Resnick directed a number of the avoidance actions against feeder funds and led the investigation regarding the investment advisory fraud at BLMIS. Ms. Resnick counsels financial institutions on corporate governance and regulatory compliance matters, including FCPA, OFAC and anti-money laundering. She has supervised numerous monitorships in connection with the firm’s appointment by the Department of Justice and other governmental agencies to assess compliance procedures and controls at financial institutions, including Merrill Lynch and the Bank of New York Mellon. Ms. Resnick also handles a variety of commercial litigation matters.

Michael G. Oxley Michael Oxley, former Congressman and Chairman of the House Financial Services Committee, serves clients in the areas of corporate governance, investigations and government policy. In addition to his position with BakerHostetler, Mr. Oxley also is Senior Advisor to the Board of Directors of NASDAQ OMX Group, Inc. Long considered a thought leader in corporate governance and business ethics, Mr. Oxley is also the president of the board of directors of the Ethics Resource Center. He has a deep knowledge of public companies and the capital markets. He joined BakerHostetler after completing a distinguished 25-year career in Congress and after a total of 34 years in public elective office.

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For More Information For more information about BakerHostetler’s Hedge Fund Industry Services, please contact the following attorneys: Marc D. Powers [email protected] 212.589.4216

Thomas S. Gallagher [email protected] 212.589.4264

William K. Kane [email protected] 312.416.6211

Mark A. Kornfeld [email protected] 212.589.4652

Richard B. Levin [email protected] 303.764.4010

Dominic A. Lloyd [email protected] 303.764.4101

Laurence S. Markowitz [email protected] 212.589.4291

Michael G. Oxley [email protected] 202.861.1663

Andrew W. Reich [email protected] 212.589.4222

Lauren J. Resnick [email protected] 212.589.4241

Elizabeth A. Smith [email protected] 212.589.4277

Baker & Hostetler LLP publications are intended to inform our clients and other friends of the Firm about current legal developments of general interest. They should not be construed as legal advice, and readers should not act upon the information contained in these publications without professional counsel. The hiring of a lawyer is an important decision that should not be based solely upon advertisements. Before you decide, ask us to send you written information about our qualifications and experience. © 2012 Baker & Hostetler LLP

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