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Financial Research Associates & Legal Education Associates Proudly Present Effective Tax Planning for Buyouts, Mezzanine Funds & Venture Capital 2008 Our Distinguished Speaking Faculty To Register: Call 800-280-8440 or visit us at www.frallc.com William F. McCormack, Senior Partner, ROPES & GRAY, LLP William Austin, CFO, CORNERSTONE EQUITY INVESTORS, LLC Lauren Dillard, Vice President, Tax and Equity, THE CARLYLE GROUP Kristen Colston, Vice President and Counsel, THE CARLYLE GROUP John Aiello, Vice President and Counsel, GOLDMAN SACHS & CO. Evert H. Vink, Chief Legal Officer, ALPINVEST PARTNERS, INC. R. Eric Emrich, CPA, CMA, CFO, INDEPENDENCE CAPITAL PARTNERS, LLC Brian T Borders, Principal, BORDERS LAW GROUP, Outside Council for NVCA Benjamin Lichaa, Controller, CORTEC GROUP, INC. David I. Shapiro, Partner, Tax, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Debbie Richard, CFO, FISHER LYNCH CAPITAL Preston Kavanagh, CFO, CCP EQUITY PARTNERS John P. Malfettone, Partner and Chief Operating Officer, OAK HILL CAPITAL PARTNERS Frederick W. Sroka, Partner, PRICEWATERHOUSECOOPERS, LLP Judith Daly, Tax Partner, PRICEWATERHOUSECOOPERS, LLP Marc J. Bloostein, Partner, ROPES & GRAY, LLP Kimberly J. Cohen, Counsel, ROPES & GRAY, LLP Brian Leegan, Head of Tax, COWEN AND COMPANY, LLC Andrea D. Kalliaras, CPA, Principal, ROTHSTEIN, KASS & COMPANY, P.C. Michael Kliegman, Partner, PRICEWATERHOUSECOOPERS, LLP Jay G. Milkes, Partner, ROPES & GRAY, LLP Steven Clausen, Partner, ERNST & YOUNG, LLP Lester Wigler, Financial Advisor, CITI SMITH BARNEY Philip Wagman, Partner, CLIFFORD CHANCE US, LLP Kevin Keyes, Partner, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Arturo Requenez, Shareholder, GREENBERG TRAURIG, LLP Justin Mead, Partner, GREENBERG TRAURIG, LLP Steve Bortnick, Partner, PEPPER HAMILTON LLP Phyllis Schwartz, Partner, SCHULTE ROTH & ZABEL Dan Kolb, Partner, ROPES & GRAY, LLP Lee Allison, Partner, ROPES & GRAY, LLP Avrohom Gelber, Partner, CLIFFORD CHANCE LLP Vyoma Nair, Co-Founder, NAIR & CO, INC. Harold Adrion, Senior International Tax Partner, EISNER LLP Maury Cartine, Partner, MARCUM & KLIEGMAN Peter Furci, Partner, DEBEVOISE & PLIMPTON LLP Richard Schaul Yoder, Partner, FOLEY HOAG LLP David Modenhauer, Partner, CLIFFORD CHANCE US, LLP Johnathan Kandel, Partner, CLIFFORD CHANCE US, LLP Platinum Conference Sponsor Silver Conference Sponsors Spotlight Session: Will the White House be Friend or Foe to Private Equity? Earn 14 CLE* & CPE Credits October 23rd & 24th The Harmonie Club, NYC Conference Highlights Taxation of carried interest: Preparing for the worst Emerging trends and key tax issues Creative fund formation & structuring strategies Merger & acquisition tax practices Effective tax practices in emerging & developed countries: BRIC & other foreign markets Clawback management: Partnership terms, mechanics and global structuring Preparing for the audit: Valuation methodologies UBTI/ ECI, blockers & withholding updates/ strategies Acquisition finance in cross-border buyouts Exiting in today’s market Alternative vehicle innovations: Hybrids, Co-investments & Illiquid Securities Managing general partners & techniques for compensating fund managers Estate planning for the whole firm Case studies from leading funds: Unforeseen problems and unexpected successes 2008 8th Annual Tax Practices for Private Equity Funds

Associates, LLC 8th Annual Private Equity - Fried Frank · Associates, LLC Effective Tax Planning for Buyouts, Mezzanine Funds & Venture Capital ... Harold Adrion,Senior International

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2008

Financial Research Associates & Legal Education Associates Proudly Present

FinancialResearchA s s o c i a t e s , L L C

Effective Tax Planning for Buyouts, Mezzanine Funds & Venture Capital

2008Our Distinguished Speaking Faculty

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

William F. McCormack, Senior Partner, ROPES & GRAY, LLPWilliam Austin, CFO, CORNERSTONE EQUITY INVESTORS, LLCLauren Dillard, Vice President, Tax and Equity, THE CARLYLE GROUP Kristen Colston, Vice President and Counsel, THE CARLYLE GROUP John Aiello, Vice President and Counsel, GOLDMAN SACHS & CO.Evert H. Vink, Chief Legal Officer, ALPINVEST PARTNERS, INC.R. Eric Emrich, CPA, CMA, CFO, INDEPENDENCE CAPITAL PARTNERS, LLCBrian T Borders, Principal, BORDERS LAW GROUP, Outside Council for NVCABenjamin Lichaa, Controller, CORTEC GROUP, INC.David I. Shapiro, Partner, Tax, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLPDebbie Richard, CFO, FISHER LYNCH CAPITAL Preston Kavanagh, CFO, CCP EQUITY PARTNERSJohn P. Malfettone, Partner and Chief Operating Officer, OAK HILL CAPITAL PARTNERSFrederick W. Sroka, Partner, PRICEWATERHOUSECOOPERS, LLPJudith Daly, Tax Partner, PRICEWATERHOUSECOOPERS, LLPMarc J. Bloostein, Partner, ROPES & GRAY, LLPKimberly J. Cohen, Counsel, ROPES & GRAY, LLPBrian Leegan, Head of Tax, COWEN AND COMPANY, LLCAndrea D. Kalliaras, CPA, Principal, ROTHSTEIN, KASS & COMPANY, P.C. Michael Kliegman, Partner, PRICEWATERHOUSECOOPERS, LLPJay G. Milkes, Partner, ROPES & GRAY, LLPSteven Clausen, Partner, ERNST & YOUNG, LLPLester Wigler, Financial Advisor, CITI SMITH BARNEYPhilip Wagman, Partner, CLIFFORD CHANCE US, LLPKevin Keyes, Partner, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLPArturo Requenez, Shareholder, GREENBERG TRAURIG, LLPJustin Mead, Partner, GREENBERG TRAURIG, LLPSteve Bortnick, Partner, PEPPER HAMILTON LLPPhyllis Schwartz, Partner, SCHULTE ROTH & ZABELDan Kolb, Partner, ROPES & GRAY, LLP Lee Allison, Partner, ROPES & GRAY, LLPAvrohom Gelber, Partner, CLIFFORD CHANCE LLPVyoma Nair, Co-Founder, NAIR & CO, INC. Harold Adrion, Senior International Tax Partner, EISNER LLPMaury Cartine, Partner, MARCUM & KLIEGMANPeter Furci, Partner, DEBEVOISE & PLIMPTON LLPRichard Schaul Yoder, Partner, FOLEY HOAG LLPDavid Modenhauer, Partner, CLIFFORD CHANCE US, LLPJohnathan Kandel, Partner, CLIFFORD CHANCE US, LLP

Platinum ConferenceSponsor

Silver Conference Sponsors

Spotlight Session:Will the White House be Friend or Foe toPrivate Equity?

Earn 14 CLE* & CPE Credits

October 23rd & 24th

The Harmonie Club, NYC

Conference Highlights� Taxation of carried interest: Preparing for the worst� Emerging trends and key tax issues� Creative fund formation & structuring strategies� Merger & acquisition tax practices� Effective tax practices in emerging & developed countries:

BRIC & other foreign markets� Clawback management: Partnership terms, mechanics and

global structuring� Preparing for the audit: Valuation methodologies� UBTI/ ECI, blockers & withholding updates/ strategies� Acquisition finance in cross-border buyouts� Exiting in today’s market� Alternative vehicle innovations: Hybrids, Co-investments &

Illiquid Securities� Managing general partners & techniques for compensating

fund managers� Estate planning for the whole firm� Case studies from leading funds: Unforeseen problems and

unexpected successes

2008

8th Annual Tax Practices forPrivate EquityFunds

Platinum Sponsor:Ropes & Gray LLP has one of the largest private equity practices inthe U.S., and is currently ranked 1st in the United States in fundformation and investment work by Dow Jones – Private EquityAnalyst. The firm also has an extensive international based privateequity practice. For more than 30 years, the firm has representedvarious participants of the private equity industry, including sponsors,

institutional investors, lenders and portfolio companies. Ropes & Gray’s PrivateEquity Practice brings an unsurpassed depth of experience and a distinctiveapproach to provide astute advice and assessment of risks, practical solutions andfirst-class service for its clients.The Ropes & Gray Tax department has experience in virtually every area of federalstate and international taxation, including domestic international corporateacquisitions, reorganizations and joint ventures, utilization of investment andresearch credits, cross border transfer pricing plans and tax controversies.To learn more about Ropes & Gray and its collaborative approach to servicingclients’ challenging and complex legal matters, visit www.ropesgray.com.

Silver Sponsors:International law firm Clifford Chance combines thehighest global standards with local expertise.Leading lawyers from different backgrounds and

nationalities come together as one firm, offering unrivalled depth of legal resourcesacross the key markets of the Americas, Asia, Europe and the Middle East. The firmfocuses on the core areas of commercial activity: capital markets; corporate andM&A; finance and banking; real estate; tax, pensions and employment, and litigationand dispute resolution.

Nair & Co provides businesses an integratedsolution geared to making your company’s thrustto expanding business overseas less risky, stressfree and more strategic in the finance, tax, HR,

compliance and legal arenas. Specialized in working with the unique challenges ofUS-based technology companies, Nair & Co has headquarters in the UK and officesin USA, China, Japan and India.

The Conference Sponsor

Financial Research Associates provides the financialcommunity with access to business information and networkingopportunities. Offering highly targeted conferences, FRA is apreferred resource for executives and managers seeking

cutting-edge information on the next wave of business opportunities. Pleasevisit www.frallc.com for more information on upcoming events.

8th Annual Tax Practices for Private Equity Funds

The Carlyle Group, Goldman Sachs, Oak Hill CapitalPartners, CCP Equity Partners, Cornerstone Equity Partners,Lubert-Adler Management Company LP, Alpinvest, The

Cortec Group, Fisher Lynch Capital

Is Your Firm Prepared to Handle theNew Tax Challenges of 2009 & 2010?

Private Equity’s leading tax conference is back. Financial ResearchAssociates’ 8th Annual Tax Practices for Private Equity Funds,October 23rd & 24th, 2008 NYC has brought together the leadingprivate equity firms and teamed them up with the country’s top taxprofessionals to give you a comprehensive, strategic & effectiveguide for creating and managing a successful tax plan. Ourdistinguished speakers will show you the ins and outs of what it takesto navigate around tough tax challenges, while providing for you thetools you need to help your tax plan change with the economy. We’llshow you how to take your firm’s tax plan to the next level andmaster crucial tactics for navigating the current economy andplanning for the road ahead!

Our dynamic new agenda will highlight practical tax managementpractices and effective plan implementation featuring NEW sessions on:

� Carried Interest & New Proposed Legislation� Fund Formation Techniques� Fund Structuring Strategies� UBTI/ECI Avoidance� Tax Issues in Fundraising & Financing� Exits in Today’s Economy� Clawback Management� Fundamental Economics in 409A, GAAP Reporting, 704(b) &

Other Tax Accounts� Taxation in Cross-Border & Foreign Marketing Investments

As regulatory threats, taxation issues and scarcity of debt financingface the Private Equity market, it is vital to stay informed of currenttrends and strategies in reducing tax burdens.

Register today! Call 800-280-8440 or register online atwww.frallc.com.

Sincerely,

Alyson M. RunnionAlyson M. Runnion, Conference DirectorFINANCIAL RESEARCH ASSOCIATES, LLC

P.S. Don’t miss your chance to attend the leading private equity taxconference in the industry! Register early to save your spot, thisevent promises to sell out!

For more information on exhibit opportunities or to learn more about sponsoring a networking event, pleasecontact Christy Tester at [email protected] or (704)341-2446.

Who Should Attend?Private Equity Funds, including Venture Capital, Buyout and Mezzanine Funds:• Chief Financial Officers• Chief Operating Officers• Chief Administrative Officers• General Partners• Tax ManagersLaw Firms, Accounting Firms and Management Consultancies:• Attorneys• Accountants• CPAs• Consultants

• Tax Directors• Legal Counsel• Vice Presidents of Finance• Heads of Administration

• Advisors• Partners• Associates

Sponsorship and Exhibit OpportunitiesEnhance your marketing efforts through sponsoring a special event orexhibiting your product at this event. We can design custom sponsorshippackages tailored to your marketing needs, such as a cocktail reception or acustom-designed networking event.To learn more about sponsorship opportunities, please contact ChristyTester at [email protected] or (704)341-2446.

Media Partners

DAY ONE: OCTOBER 23, 2008 8:00 – 8:45 Registration and Continental Breakfast

8:45 – 9:00Chair’s Welcome

Chairperson:William F. McCormack, Senior Partner, ROPES & GRAY, LLP

9:00 – 9:30 FROM THE WHITE HOUSE TO THE HILLLegislative Developments: Will the New PresidentBe Friend or Foe to Private Equity?• Taxation of carried interest in private equity partnerships• Sovereign wealth funds

- Platitudes- Should foreign entities be allowed?

• Securities regulation and updates• IFRS – what will it mean for private companies• Will private equity be under the microscope or passed over?

- How to prepare for the both outcomes

Keynote Speaker: R. Eric Emrich, CPA, CMA, CFO, INDEPENDENCE CAPITAL PARTNERS, LLCBrian T Borders, Principal , BORDERS LAW GROUPOutside Council for NVCA

9:30 – 10:20 BREAKING DEVELOPMENTS & TAX ISSUES! Emerging Trends & Key Tax Issues FacingBuyouts, Venture Capital & Mezzanine Funds • Reportable transactions• State tax issues• Investing in LLCs• Carried interest tax basis• Waterfalls and related tax effects

Speakers:William Austin, CFO, CORNERSTONE EQUITY INVESTORS, LLCFrederick W. Sroka, Partner, PRICEWATERHOUSECOOPERS, LLP

10:20 – 10:35 Refreshment Break

10:35 – 11:30 FUND STRUCTURING TECHNIQUES! Innovative Fund Structuring Strategies forOptimizing Your Fund’s Tax Efficiency • Latest trends in fund structuring for common and special issues facing:

- Tax-exempt investors- Non-U.S. investors- Sovereigns- Debt funds- Investments in fund managers

• How to structure the funds to delay the tax consequences of profits• Employing tax aware LP share structures for multiple classes• Timing inbound and outbound investment flows

Panelists:David I. Shapiro, Partner, Tax, FRIED, FRANK, HARRIS, SHRIVER &JACOBSON LLPJohn Aiello, Vice President and Counsel, GOLDMAN SACHS & CO.Evert H. Vink, Chief Legal Officer, ALPINVEST PARTNERS, INC.Dan Kolb, Partner, ROPES & GRAY, LLP

Moderator:Phyllis Schwartz, Partner, SCHULTE ROTH & ZABEL

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

SPOTLIGHT SESSION:

Global Private Equity: Part 1

11:30 – 12:30 CURRENT TAX TRENDS IN DEVELOPED ECONOMIES

Tax Strategies & Best Practices for Reducing TaxBurdens in Developed Economies • The initial set-up: Strategies for setting up overseas offices• Regulations, reporting and withholding strategies you need to be aware• Using hybrid instruments for international funds• Favorable holding company jurisdictions and emerging issues therein • Handling specific tax treaties

Panelists:Philip Wagman, Partner, CLIFFORD CHANCE US, LLPSteven Clausen, Partner, ERNST & YOUNG, LLPVyoma Nair, Co-Founder, NAIR & CO, INC.

Moderator: Harold Adrion, Senior International Tax Partner, EISNER LLP

12:30 – 1:30 Luncheon

Global Private Equity: Part 2

1:30 – 2:20 TAX PRACTICES IN EMERGING ECONOMIES: BRIC

Understanding Fundamental Tax Practices inFrontier Economies• BRIC Investments: How these economies can bring the best tax benefits to your fund

• Hazards to avoid and be on the look out for: - Preparing for shortcomings not yet realized in these frontier economies

• Partnership taxation: Allocation and distribution in emerging economies• Essential tax practices for accommodating foreign and tax exempt investors when you have a BRIC fund in your portfolio

Speakers: Arturo Requenez, Shareholder, GREENBERG TRAURIG, LLPSteve Bortnick, Partner, PEPPER HAMILTON LLPVyoma Nair, Co-Founder, NAIR & CO, INC.

2:20 – 3:30 PRACTITIONER’S ROUNDTABLE!Pragmatic Approaches to Prevailing Tax &Accounting Concerns Learn how to handle the most pressing issues in tax and accounting currentlyfacing practitioners. Panelists will discuss:• Basis adjustment rules that could be triggered by investor transfers • Non-U.S. portfolio companies: “Qualified electing fund” elections • Rules for filing composite returns• Timely filing of returns due to delays at underlying investment companies• Form 1042: Withholding requirements for foreign investors • Estimated K-1 schedules: How and why to use them• Confirmation requirements increasing under AICPA Practice Aid for AIVs• Management techniques for general partners• Confronting tax issues facing general partners

Panelists: Debbie Richard, CFO, FISHER LYNCH CAPITAL Preston Kavanagh, Member, CCP EQUITY PARTNERSBrian Leegan, Head of Tax, COWEN AND COMPANY, LLC

Moderator:Jay G. Milkes, Partner, ROPES & GRAY, LLP

3:30 – 3:45 Mid Afternoon Refreshment Break

8 t h Annua l T a x P r a c t i c e s f o r P r i v a t e Equ i t y Fund s 2008

KEYNOTE SESSION:

3:45 – 4:45New Tax Vehicles for Increasing InvestmentOpportunities in Tomorrow’s EconomyLearn why alternative investment vehicles are a must have for easing fund taxburdens in today’s volatile markets.• How can hybrid funds increase assets under management?• What are the tax consequences to the investors and investment management?• Analyzing late stage co-investing and alternative vehicles: How to make them work for you and your fund?

• Accounting for performance of illiquid and liquid securities• Comparing each vehicle’s tax, accounting and operational pros and cons• How to draft the right documents for each vehicle• Alternative regulatory issues to be on the look out for when using alternative vehicles

Speakers: Maury Cartine, Partner, MARCUM & KLIEGMANPeter Furci, Partner, DEBEVOISE & PLIMPTON LLPRichard Schaul Yoder, Partner, FOLEY HOAG LLP

4:45 – 6:00Cocktail ReceptionSponsored by ROPES & GRAY LLP

DAY TWO: OCTOBER 24, 2008 8:00 – 8:45 Continental Breakfast

8:45 – 9:00 Chair’s Welcome & Day One Re-CapChairperson:William F. McCormack, Senior Partner, ROPES & GRAY, LLP

9:00 – 9:50 Straight From The Leading FundClawback Management: Partnership Terms,Mechanics and Global StructuringWith current lower valuations in the market, clawback management is a hot issue.Learn how to address the complicated tax and accounting issues most common inclawback management.• Look at partnership terms – outlining the clawback• Figure out clawback mechanics – if and when one comes due• Consider global structuring to assist clawback protection• Discover defensive steps to manage clawback collection

Keynote Speakers:Lauren Dillard, Vice President, Tax and Equity, THE CARLYLE GROUP Kristen Colston, Vice President and Counsel, THE CARLYLE GROUP

9:50 – 10:40 PREPARING FOR VALUATION & AUDITING CHALLENGES!

Valuation Methodologies, Audit Preparation &Emergency Fixes This session will address the best ways to manage the upcoming audit season. Getboth the fund and auditor perspectives, and learn how they work together, during thisdiscussion of:• What to do before audit season arrives to avoid pitfalls and delays• How to keep your LPs content • What auditors want from their client’s funds regarding investment valuations• When using a third party valuation firm is appropriate• How to handle the latest valuation guidelines

Speakers: John P. Malfettone, Partner and Chief Operating Officer, OAK HILL CAPITALPARTNERSBenjamin Lichaa, Controller, CORTEC GROUP, INC.Andrea D. Kalliaras, CPA, Principal, ROTHSTEIN, KASS & COMPANY, P.C.

10:40 – 11:00 Refreshment break

11:00 – 12:00 MULTINATIONAL TAX & FINANCING! Acquisition Finance Issues in Cross-BorderBuyouts • Allocation of debt among subsidiaries in a multinational group• Thin-cap rules and other limits on deductions for interests• Strategies for debt pushdown• Conduit financing and substance rules• Security packages involving controlled foreign corporations • Interaction between tax planning and non-tax constraints (e.g. whitewashing)• Tax trap: potential for phantom income and UBTI for US fund investorsPanelists:David Modenhauer, Partner, CLIFFORD CHANCE US, LLPJohnathan Kandel, Partner, CLIFFORD CHANCE US, LLPModerator: Philip Wagman, Partner, CLIFFORD CHANCE US, LLP

12:00 – 1:00 Luncheon

1:00 – 1:50 NEW UPDATES & DEVELOPMENTS!Exploring Withholding & Regulatory Compliancefor Domestic & Foreign Funds• Use of foreign blocker entities• Federal income tax withholding issues• UBTI / ECI update• 892 amendment• BlockersSpeakers: Avrohom Gelber, Partner, CLIFFORD CHANCE, LLPJudith Daly, Tax Partner, PRICEWATERHOUSECOOPERS, LLP

1:50 – 2:40 ESTATE PLANNING FOR THE FIRM!Strategies For Minimizing Outside InterferenceFollowing Partner Estate Planning • Protecting the firm in connection with:

- Lifetime gifts and related tax planning- Transfers at death- Divorce

• A Partner dies, now what?- Intestacy- Probate- Alternatives

• A Partner divorces, will the ex-spouse learn too much?• Limiting transfers to avoid interface without compromising tax planning opportunities

• Related tax issuesSpeakers: Marc J. Bloostein, Partner, ROPES & GRAY, LLPKimberly J. Cohen, Counsel, ROPES & GRAY, LLP

2:40 – 3:00 Mid-Afternoon Refreshment Break

Rave Reviews from Past Tax Practices forPrivate Equity Funds Conferences:

“The speakers were top notch.” “Conference covered all pertinent tax topics hitting mybusiness and gave good contact information and coursematerials.”“Good topics, very focused and current information, andgreat speakers.”“Excellent and esteemed speakers. Interesting subjectmatter.”“Very practical – addressed a lot of common issues.”

“This was one of the best agendas I’ve seen.”“A great balance of technical and common practice.”

8 t h Annua l T a x P r a c t i c e s f o r P r i v a t e Equ i t y Fund s 2008

Important Information

To Register:Fax: 704-889-1292Mail: Financial Research Associates

18705 NE Cedar DriveBattle Ground, WA 98604

Phone: 800-280-8440Online: www.frallc.com

8th Annual Tax Practices for Private Equity FundsOctober 23 – 24, 2008

The Harmonie Club4 E 60th Street5th & MadisonNew York, NY 10022(212) 355-7400

If you require overnight accommodation for this conference, please contactany of the following nearby hotels to check their best available corporate rateover this time frame, or consult your local travel agent. Please note that FRAhas not negotiated rates with any of these hotels.

Area Hotels:The Loews Regency Hotel540 Park Avenue at 51st Street212-339-4000

The NY Hilton Hotel & Towers6th Avenue & 54th St.212-586-7000

Fees and Payments:The fee for attendance at 8th Annual Tax Practices for Private Equity is: $2095

Please make checks payable to Financial Research Associates, andwrite code B656 on your check. You may also pay by Visa, MasterCard,Discover, or American Express. Purchase orders are also accepted.Payments must be received no later than October 16, 2008

Team Discounts:• Three people will receive 10% off.• Four people will receive 15% off.• Five people or more will receive 20% off.In order to secure a group discount, all delegates must place theirregistrations at the same time. Group discounts cannot be issuedretroactively. For more information, please contact Sarah Dunnam at 704-341-2438 or [email protected]

SOFT DOLLAR YOUR CONFERENCE REGISTRATION!This FRA conference may be eligible under section 28(e) of the SecuritiesExchange Act of 1934 for payment via soft dollars. For further information or aSoft Dollar Application form, please visit our websitewww.frallc.com/softdollars.aspx.

Cancellations:If we receive your request to cancel 30 days or more prior to the conferencestart date, your registration fee will be refunded minus a $175 administrativefee. Cancellations occurring between 29 days and the first day of theconference receive either a 1) $200 refund; or 2) a credit voucher for theamount of the original registration fee, less a $175 administrative fee. Norefunds or credits will be granted for cancellations received after a conferencebegins or for no-shows. Credit vouchers are valid for 12 months from thedate of issue and can be used by either the person named on the voucher ora colleague from the same company.Please Note: For reasons beyond our control it is occasionally necessary toalter the content and timing of the program or to substitute speakers. Thus,the speakers and agenda are subject to change without notice. In the event ofa speaker cancellation, every effort to find a replacement speaker will bemade.

3:00 – 3:50Selected Tax Planning Issues in ManagementBuyouts & M&A’s• Planning for management tax-free equity rollover • Special issues in leveraged recapitalizations • Structuring management equity incentives • Maximizing tax shield from debt financing • Using profits interest for portfolio companies• Management Incentives

- Incentive Stock Options- Nonqualified Stock Options- Restricted Stock- Profits Interest

Speakers: Michael Kliegman, Partner, PRICEWATERHOUSECOOPERS, LLPLester Wigler, Financial Advisor, CITI SMITH BARNEYLee Allison, Partner, ROPES & GRAY, LLP

3:50 – 4:30 HOW DO YOU GET OUT IN THIS MARKET?Exit Strategies in Fluctuating Markets: Tax-EfficientExit Planning• When should you exit?• Special considerations in volatile markets• Minimizing dividend income on leveraged recapitalization• SPACs, reverse mergers and other public market exit• Domestic vs. foreign perspectives: Is there any difference?

Speakers:Kevin Keyes, Partner, FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLPJustin Mead, Partner, GREENBERG TRAURIG, LLP

4:30 Conference adjourns

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

Grand Central Hyatt42nd Street & Park Avenue212-883-1234

CPE CREDITS Financial Research Associates is registered with the NationalAssociates of State Boards of Accountancy (NASBA) as a sponsorof continuing professional education on the National Registry ofCPE Sponsors. State boards of accountancy have final authority onthe acceptance of individual courses for CPE credit. Complaintsregarding registered sponsors may be addressed to the NationalRegistry 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 periodequal to one CPE credit. One-half CPE credit increments (equal to 25 minutes) arepermitted after the first credit has been earned in a given learning activity. Please notethat 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 requireprerequisites or advance preparation. It is an advanced level course. The recommendedCPE credit for this course is 14 credits: 7 credits for Tax and 7 credits for Accounting.For more information regarding administrative policies such as complaint and refund,please contact our offices at 800-280-8440.

Financial Research Associates offers programs at an advanced level of continuingeducation. Although no prerequisite courses, experience, or advance preparation isrequired to participate in this program, working knowledge of Finance is required, as wellas, prior knowledge of the program topic.

*CLE CreditUpon conclusion, this program will be submitted for review and approval to the NY StateBoard of CLE. Approval decision timeframe from NY State CLE Board is approx 24-36weeks. Certificates will be sent upon receipt of approval.

The company policy for financial hardship guidelines and procedures is as follows. Financial Research Associates’ hardship policy is handled on a case-by-case basis. Forthose who cannot afford the standard fee to attend, our executive committee reviewseach request for a reduced fee and will in nearly all cases accommodate the personneeding to attend at a reduced fee. This reduced fee is determined by contacting theperson directly and determining how much s/he can afford to pay. Typically, solepractitioners or attorneys in offices with fewer than 5 employees with revenues of lessthan $500,000 per year are entitled to a 20% discount.

8 t h Annua l T a x P r a c t i c e s f o r P r i v a t e Equ i t y Fund s 2008

Effective Tax Planning for Buyouts, Mezzanine Funds & Venture Capital2008

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

Earn 14 CLE*& CPE Credits

Financial Research Associates &Legal Education Associates Proudly Present

Financial Research Associates1840 41st Ave Ste 102-132Capitola, CA 95010

Conference Code: B656

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Signature ____________________________________________�� Check enclosed �� Please bill me laterMake checks payable to Financial Research Associates and write B656 and attendeesname on your check.

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8th Annual Tax Practices for Private Equity FundsTo Register:� Fax: 704-889-1292� Mail: Financial Research Associates

18705 NE Cedar DriveBattle Ground, WA 98604

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�� Yes, register me for the conference: $2095

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FinancialResearchA s s o c i a t e s , L L C

2008October 23rd & 24th

The Harmonie Club, NYC

Top Reasons to Attend� Prepare for the tax challenges your firm will face in the upcoming year� Explore best practices for structuring management incentives in a

buyout� Learn the latest in estate planning for GPs� Discover current approaches to valuation � Capitalize on growing global markets � Keep abreast of upcoming tax and legislative developments

8th Annual Tax Practices forPrivate EquityFunds