PRIVATE INVESTMENT FUNDS TAX MASTER CLASS - Financial

T O R E G I S T E R : C A L L ( 8 0 0 ) 2 8 0 - 8 4 4 0 O R V I S I T U S A T W W W . F R A L L C . C O M

PRIVATE EQUITY TRACK • State of the Industry – New, Key Developments That Every Private Equity Fund Should Be Aware Of• Addressing State and Local Tax Issues Affecting Private Equity Funds• Fund Formation Considerations – Potential Hurdles and Opportunities • Interactive Forum Addressing Private Equity’s Most Pressing Issues • Tax Considerations for Transfers of Partnership Interests and Subsequent Closings for Additional Capital• Portfolio Company Acquisitions and Exits -- The Evolution of the Portfolio Company Life Cycle • Trends in Structuring Compensation for Managers, GPs and Portfolio Players• Working Through Common Tax Implications of Foreign Investments• Tax Considerations for Foreign Investors and Investments Coming Into the US• Use of Treaties for Increased Tax Efficiency• Private Equity Tax Compliance and Reporting• FATCA Moving Forward• Investments in Flow-Through Entities – Acquisitions, Ownerships, and Disposition• Tax Considerations for Investments in Real Estate

HEDGE FUND TRACK

• Tax Update: Implementing 2013 Changes and Looking Ahead• Dividend Equivalent Payments - A Deep Dive into the New 871(m) Regulations• Overview of the Net Investment Income Tax• State and Local Tax Issues• Estate and Gift Tax – Planning for Investment Managers and Their Investors• Latest on PFIC Regulations and Reporting Requirements• A Post-Registration Look at Complying with FATCA Rules• Tax Implications of Certain Fund Structures• Working Through Tax Implications of Foreign Investment Withholding• Handling Issues Relative to Inbound Tax Matters• Wash Sales, Short Sales, Constructive Sales and Constructive Ownership Transactions• 1256 Contracts, Section 988 and Straddles• Taxation of SWAP Contracts and Option Contracts• How Some Funds are Handling Increasing Tax Rate Burdens

ENSURE THAT YOUR FUND’S TAX PLAN IS AS EFFICIENT AS POSSIBLE IN THESE CHALLENGING TIMES!Whether your focus is on hedge fund tax or private equity tax, we’ve put together tracks just for you!

THE PRINCETON CLUB NYC

THE 5TH ANNUAL

PRIVATE INVESTMENT FUNDS TAX MASTER CLASS

The Industry’s Most Complete and Concise Tax Event for both Private Equity Funds and Hedge Funds

*** Attendees get an all-access pass to both tracks!*** *pending approval

EARN 14 CPE AND CLE* CREDITS!FINANCIAL RESEARCH ASSOCIATES PROUDLY PRESENTS

MAY 21 - 22, 2014

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WITH TAX RATES ESCALATING OUT OF CONTROL, YOU CAN’T MISS THE INDUSTRY’S BIGGEST AND MOST COMPLETE TAX PROGRAM!Financial Research Associates’ very popular Private Investment Funds Tax Master Class is back! This extraordinary event features our Tax Practices for Private Equity Funds conference and our Effective Hedge Fund Tax Practices conference and brings them together to run concurrently giving attendees the benefit of mixing and matching sessions according to their preference.

We’ve teamed up with some of the most celebrated tax specialists in the industry to develop a highly informative and useful program designed to help your fund ensure optimum tax efficiency.

You’ll get answers to these important questions -

• How are current tax rates going to affect my fund?• Are there any new and/or proposed imposing legislative developments that I should be aware of?• How can I most efficiently structure my fund for optimum returns?• What are some useful strategies that I can implement to ensure absolute efficiency?• How did other funds fare with FATCA compliance and what are the lessons learned?• What kind of considerations should we have with foreign tax issues?• How will incoming foreign investors/investments currently affect my tax plan?

Whether you’re from a private equity fund, a hedge fund or you provide a service to both, you’ll get cutting-edge tax planning strategies to help you ensure that your fund garners the highest returns possible! This is truly the tax event of the year Register today! Call 800-280-8440 or register online at www.frallc.com.

Sincerely,

Erin Busch

Erin Busch, Conference Director FINANCIAL RESEARCH ASSOCIATES, LLC

P.S. EARN UP TO 14 CPE AND CLE TAX CREDITS!!!

PRIVATE EQUITY TRACK9:00– 10:00 State of the Industry – New, Key Developments That Every Private Equity Fund Should Be Aware Of10:00 -10:50 Addressing State and Local Tax Issues Affecting Private Equity Funds 11:00 – 12:00 Fund Formation Considerations – Potential Hurdles and Opportunities 1:00 – 1:50 Interactive Forum Addressing Private Equity’s Most Pressing Issues1:50 – 2:40 Tax Considerations for Transfers of Partnership Interests and Subsequent Closings for Additional Capital3:00 – 4:00 Portfolio Company Acquisitions and Exits - The Evolution of the Portfolio Company Life Cycle4:00 – 5:00 Trends in Structuring Compensation for Managers, GPs and Portfolio Players9:00– 10:00 Working Through Common Tax Implications of Foreign Investments10:00 -10:50 Tax Considerations for Foreign Investors and Investments Coming Into the US11:00 – 12:00 Use of Treaties for Increased Tax Efficiency1:00 – 1:50 Private Equity Tax Compliance and Reporting Best Practices1:50 – 2:40 FATCA Moving Forward3:00 – 4:00 Investments in Flow-Through Entities – Acquisitions, Ownerships, and Disposition4:00 – 5:00 Tax Considerations for Investments in Real Estate

HEDGE FUND TRACK

9:00– 10:00 Tax Update: Implementing 2013 Changes and Looking Ahead10:00 -10:50 Dividend Equivalent Payments - A Deep Dive into the New 871(m) Regulations11:00 – 12:00 Overview of the Net Investment Income Tax1:00 – 1:50 State and Local Tax Issues1:50 – 2:40 Estate and Gift Tax – Planning for Investment Managers and Their Investors3:00 – 4:00 Latest on PFIC Regulations and Reporting Requirements4:00 – 5:00 A Post-Registration Look at Complying with FATCA Rules9:00– 10:00 Tax Implications of Certain Fund Structures10:00 -10:50 Working Through Tax Implications of Foreign Investment Withholding11:00 – 12:00 Wash Sales, Short Sales, Constructive Sales and Constructive Ownership Transactions 1:00 – 1:50 Handling Issues Relative to Inbound Tax Matters1:50 – 2:40 1256 Contracts, Section 988 and Straddles3:00 – 4:00 Taxation of SWAP Contracts and Option Contracts4:00 – 5:00 How Some Funds are Handling Increasing Tax Rate Burdens

TOP 10 REASONS TO ATTEND• Learn how to effectively address the countless new legislative changes that have come down the pike recently• Understand how new and pending tax legislation affects your fund’s tax planning strategies• Gain invaluable insight on how to best address the many foreign tax issues both inbound and outbound• Develop new and innovative tax strategies that you can use to increase your fund’s returns in this ever-complicated environment • Promote optimum profitability by obtaining useful tips, techniques, and strategies from the industry’s most renowned experts • Get insight on cutting edge fund structures that promote efficient tax practices • Hear directly from some of the industry’s most esteemed tax leaders• Customize your conference experience by travelling between the hedge fund and private equity fund tracks as you wish• Grow your network of high-level private equity and hedge fund tax professionals• Earn up to 14 CPE/CLE Tax Credits!

FULL CONFERENCE SCHEDULE AT A GLANCE –

UPCOMING EVENTSTHE HEDGE FUND DUE DILIGENCE MASTER CLASSMeeting Investor Demand for Heightened Research, Analysis and Operational ExcellenceMarch 25-26, 2014 - New York, NY

ESTABLISHING A ‘40 ACT ALTERNATIVE FUNDThe Ultimate Guide to Tapping into the Growing Liquid Alternatives SpaceApril 1, 2014 - New York, NY

THE ETP DISTRIBUTION SUMMITExploring Strategies to Maximize Market Share and Support Industry GrowthMay 1-2, 2014 - New York, NY

INVESTING IN NON-TRADITIONAL FIXED INCOMEExploring Opportunities & Risk in Fixed Income AlternativesJune 5-6, 2014 - New York, NY

SUSTAINABLE FAMILY OFFICE OPERATIONS AND MANAGEMENTBest Practices for SFOs June 5-6, 2014 - New York, NY


IMPORTANT INFORMATIONTo Register:Fax: 704-341-2640Mail: Financial Research Associates 18705 NE Cedar Drive Battle Ground, WA 98604Phone: 800-280-8440Online: www.frallc.com

The 5th Annual Private Investment Funds Tax Master ClassMay 21 - 22, 2014

The Princeton Club15 West 43rd Street, New York, NY 10036(212) 596-1200

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

Area Hotels:

Mansfield Hotel – (212) 944-6050Algonquin Hotel – (212) 840-6800City Club Hotel – (212) 921-5500Royalton Hotel – (212) 869-4400Iroquois Hotel – (212) 840-3080Sofitel Hotel – (212) 354-8844

FEES AND PAYMENTS:The fee for attendance at the Private Investment Funds Tax Master Class is $2095.

Please make checks payable to Financial Research Associates, and write code B920 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 May 14, 2014.

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 their registrations at the same time. Group discounts cannot be issued retroactively. For more information, please call Kathie Eberhard – 704-341-2439 SOFT DOLLAR YOUR CONFERENCE REGISTRATION!This FRA conference may be eligible under section 28(e) of the Securities Exchange Act of 1934 for payment via soft dollars. For further information or a Soft Dollar Application form, please visit our website www.frallc.com/softdollars.aspx.

CANCELLATIONS:If we receive your request to cancel 30 days or more prior to the confer-ence start date, your registration fee will be refunded minus a $250.00 administrative fee. Cancellations occurring between 29 days and the first day of the conference receive either a 1) $200 refund; or 2) a credit voucher for the amount of the original registration fee, less a $250.00 administrative fee. No refunds or credits will be granted for cancellations received after a conference begins or for no-shows. Credit vouchers are valid for 12 months from the date of issue and can be used by either the person named on the voucher or a colleague from the same company.

Please Note: For reasons beyond our control it is occasionally necessary to alter 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 of a speaker cancellation, every effort to find a replacement speaker will be made.

WHO SHOULD ATTEND?From Hedge Funds and Private Equity Funds:• Chief Financial Officers• Controllers• Tax Managers/Directors• General Partners• Chief Operating Officers• Managing Directors • In-house counsel

From law firms, accounting firms, and management consultancies:• Lawyers• Accountants• Consultants• Advisors

CPE CREDITS Financial Research Associates, LLC is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.

Sponsored learning activities are measured by program length, with one 50-minute period equal to one CPE credit. One-half CPE credit increments (equal to 25 minutes) are permitted after the first credit has been earned in a given learning activity. Please note that 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 require prerequisites or advance preparation. We offer advanced level courses. Although no prerequisite courses, experience, or advance preparation is required to participate in this program, working knowledge of Tax is required, as well as, prior knowledge of the program topic.

For specific learning objectives and program description, please refer to the individual conference sessions topics in the conference brochure located on our website www.frallc.com/thefineprint

The recommended CPE credit for this course is 14 credits in the following field(s) of study: Tax

*CLE CreditUpon conclusion, this program will be submitted for review and approval through a state that has reciprocity with many other states. 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. For those who cannot afford the standard fee to attend, our executive committee reviews each request for a reduced fee and will in nearly all cases accommodate the person needing to attend at a reduced fee. This reduced fee is determined by contacting the person directly and determining how much s/he can afford to pay. Typically, sole practitioners or attorneys in offices with fewer than 5 employees with revenues of less than $500,000 per year are entitled to a 20% discount.

SPONSORSHIP AND EXHIBIT OPPORTUNITIESEnhance your marketing efforts through sponsoring a special event or exhibiting your product at this event. We can design custom sponsorship packages tailored to your marketing needs, such as a cocktail reception or a custom-designed networking event.

To learn more about sponsorship opportunities, please contact Menna Lloyd-White at 704-341-2440.


Ropes & Gray has one of the largest and most sophisticated private investment funds practices. We represent various participants in the private equity industry, including sponsors, institutional investors, lenders, portfolio companies and placement agents. The private investment funds group consists of more than 100 lawyers that provide global coverage. We have fund attorneys

resident in the United States, Europe and Asia to provide real time advice and local knowledge to sponsors and investors in each of those regions. Our tax group has experience in virtually every area of federal, state and international taxation relevant to private investment funds.

We are counsel to many of the largest and most well-known fund sponsors and fund investors in the industry. Our sponsor practice also includes representation of a great many middle market and emerging managers. Our practice and our attorneys have been recognized both nationally and internationally by Chambers, Best Lawyers, Legal 500, Dow Jones Private Equity Analyst and others as leaders in the private investment funds industry. For the second year in a row, our firm was named “Law Firm of the Year” for Private Funds/Hedge Funds by US News/Best Lawyers 2013 guide. To learn more about Ropes & Gray’s award-winning teams and worldwide resources, visit www.ropesgray.com.

BDO is the brand name for BDO USA, LLP, a U.S. professional services firm providing assurance, tax, financial advisory and consulting services to a wide range of publicly traded

and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed professionals. The firm serves clients through more than 40 offices and more than 400 independent alliance firm locations nationwide. As an independent Member Firm of BDO International Limited, BDO serves multinational clients through a global network of 1,204 offices in 138 countries. BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. For more information please visit: www.bdo.com.

Walsh, Jastrem & Browne, LLP provides audit, tax and consulting services to investment partnerships and investment advisors located in several major financial centers, including Boston, New York, Los Angeles, San Francisco, London and the Cayman Islands.

Extensive partner involvement, a consultative approach and tight integration of audit and tax services are fundamental to our client service model. The collective background of our partners includes both significant national firm experience and CFO level industry experience. Learn more at www.wjbcpas.com.

GlobeTax is the leading provider of withholding tax recovery services for institutional and high-net worth investors receiving cross-border investment income. GlobeTax helps clients maximize investment returns by ensuring that investors receive all income to which they are legally entitled. Founded in 1992, GlobeTax has offices on four continents and clients in over 40 countries, filing over 2 million reclaims a year. Additionally, GlobeTax manages the market infrastructure for tax reclaims on American Depositary Receipts (ADRs), as the appointed agent for the issuing depositary banks.GlobeTax has strategic alliances with all major prime brokers and services over 650 hedge funds. GlobeTax also provides a Securities Class Action Recovery Service which includes case data analysis, claim filing, and payment monitoring applicable to: securities class actions, government disgorgements and restitutions, SEC fines, and whistleblower cases. www.globetax.com

G2 FinTech (www.g2ft.com) specializes in tax analysis and compliance software for the investment

management community. TaxGopher, G2’s flagship product, is a sophisticated tax analysis engine for cost basis adjustments. TaxGopher enables firms to meet their compliance requirements by providing accurate information on taxable gains and losses. For a full cost basis reporting solution, G2 offers TaxGopher+, which adds a tax lot retirement engine to TaxGopher. G2’s international compliance offerings include software modules for German Tax and UCITS Directives. G2 products help Hedge Funds, Brokerage Firms, Fund Administrators and Accounting & Audit firms solve business problems that have been traditionally addressed with in-house code or expensive third-party services. The company also maintains a resources page that provides tax practitioners and compliance officers with practical information and guidelines on how to accurately perform tax analyses on securities transactions. Visit G2’s Tax Analysis for Securities Transactions Resource Page http://g2ft.com/resources/ to learn more.

WithumSmith+Brown (WS+B), is a full service accounting and consulting firm, with over 40 years of experience in the financial services field, providing audit, tax and consulting services to

hedge funds, private equity funds, commodity pools, mortgage bankers, broker-dealers, and regulated investment companies. Since 1974, WS+B has been among the nation’s top providers of audit and tax services to registered and unregistered investment companies. Our expertise spans the spec-trum of asset classes and strategies. Our professionals go well beyond the commoditized accounting firm services when partnering with our alternative investment fund clients in order to deliver the best structuring, compensation and operational advice possible. With expertise in allocations, structuring, financial products, strategies, liquidity, technology, regulatory and resources, WS+B will bring a world of experience to your firm. To learn more on how we can help you be in a position of strength, visit www.withum.com.

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PRIVATE EQUITY TRACK –Tax Practices for Private Equity Funds

DAY ONE: WEDNESDAY, MAY 21, 2014

8:00 – 8:45 Registration and continental breakfast

8:45 – 9:00 Chairs’ Welcome Chairpersons:Elaine B. Murphy, Partner, ROPES & GRAYJay G. Milkes, Partner, ROPES & GRAY

9:00 – 10:00 State of the Industry – New, Key Developments That Every Private Equity Fund Should Be Aware Of • Legislative updates - proposed and pending changes • Net Investment Income Tax – what the new regulations mean to your fund• Latest on Carried Interest• A look at the Sun Capital case - Are there any tax implications as a result from this? - ERISA considerations• Potential SEC hot-buttons• ILPA considerations for 2014Jay D. Freedman, Principal, KPMG LLPJoel A. Wattenbarger, Partner, ROPES & GRAY

10:00 – 10:50 Addressing State and Local Tax Issues Affecting Private Equity Funds • Market based sourcing rules and how they vary between different states• Overview of general state tax allocations of various states• Current NYC and UBT - Implications of managers having more taxable income - Is this the beginning of a new era for state taxation?• Navigating the plethora of state withholding requirements• Non-resident withholding rules• Recent state activity in pursuance of tax from funds - Which taxes are paid to which states? - Taxation against managers because of in-state investors• Fin 48 on a state-tax levelPeter L. Faber, Partner, MCDERMOTT WILL & EMORY LLP

10:50 – 11:00 Refreshment break sponsored by

11:00 – 12:00 Fund Formation Considerations – Potential Hurdles and Opportunities to be Aware of• State of the current fundraising landscape• UBTI considerations • Alignment issues - Management fee offsets - Back-ending distribution of carried interest until investors get returns• Escrow and interim claw-backs• ERISA considerations for pension plan investmentsChristopher DeMasi, Partner, DELOITTE R. Eric Emrich, CPA, Chief Financial Officer, INDEPENDENCE CAPITAL PARTNERS, LLC

12:00 – 1:00 Networking Luncheon sponsored by

1:00 – 1:50 Interactive Forum Addressing Private Equity’s Most Pressing IssuesWe’ll take an overall look at 2013 and the first half of 2014 including:• Deal-size• Fundraising• Evaluation of portfolio performance and investmentsIn addition, this interactive session will take questions from the audience before and during the conference to ensure that you get the absolute most out of this event!Daniel C. Kolb, Partner, ROPES & GRAY

1:50 – 2:40 Tax Considerations for Transfers of Partnership Interests and Subsequent Closings for Additional Capital• Is the fund eligible to be an Electing Investment Partnership?• What are the benefits of being an Electing Investment Partnership?• Mandatory basis adjustments

HEDGE FUND TRACK –Effective Hedge Fund Tax Practices

DAY ONE: WEDNESDAY, MAY 21, 2014

8:45 – 9:00 Chairs’ WelcomeChairperson: Maury Cartine, Partner, MARCUM LLP

9:00 – 10:00 Tax Update: Implementing 2013 Changes and Looking Ahead• Review of the increases in tax rates on ordinary income, net capital gains and qualified dividends• Impact of the net investment income tax under final regulations• Tax provisions included in the Administration’s Fiscal Year 2014 Budget Proposal• Other pending proposals introduced in the House and Senate• Other recent tax developmentsMaury Cartine, Partner, MARCUM LLP

10:00 – 10:50 Dividend Equivalent Payments - A Deep Dive into the New 871(m) Regulations• Historical treatment of dividend equivalent payments and withholding• An in-depth look at the new 871(m) Regulations and their potential impact on your fund• Examining the new “delta” standard• Rules for qualified indexes• Planning techniques and opportunities

Anthony Tuths, Partner, WITHUM SMITH+BROWN, PCMatthew A. Stevens, Principal, ERNST & YOUNG LLP

11:00 – 12:00 Overview of the Net Investment Income Tax• Interpreting the new rules and how they affect your tax plan• How complicated are the forms?• Examples of how the tax is calculated• Potential for a self-employment tax• How do you report this to your investors?• How will it be disclosed on K-1s?Moshe Metzger, Partner, MCGLADREY LLPMiriam Klein, Partner, PWC

1:00 – 1:50 State and Local Tax Issues • Physical nexus versus economic nexus – what happens when they collide?• Investment management services provided to clients residing in other states• FIN 48 – Some things to consider if the investment management company is audited • Market based sourcing • Current state withholding requirements Steve Yardumian, Partner, WALSH, JASTREM & BROWNE, LLP

1:50 – 2:40 Estate and Gift Tax – Planning for Investment Managers and Their Investors• Expiration/re-introduction of the estate tax – what now?• Estate planning strategies & vehicles for private investment fund managers• Grantor trusts, asset protection trusts and amending irrevocable “un-amendable” trusts• Unique aspects of life insurance

MIX & MATCH SESSIONS ACCORDING TO YOUR PREFERENCE

“Topical, timely and filled with pertinent information that is extremely useful for my fund”


3:00 – 4:00 Latest on PFIC Regulations and Reporting Requirements • A look at the latest PFIC regulations • What are the new PFIC reporting requirements?• What exemptions are in place?• Update on QEF elections• Pros and cons of being a PFIC in this current environment Nathaniel Soron, Senior Manager, DELOITTE TAX LLP Michael Miller, Partner, ROBERTS & HOLLAND LLP

4:00 – 5:00 A Post-Registration Look at Complying with FATCA Rules• Model 1 and Model 2 Intergovernmental Agreements – Analysis by major jurisdictions• Reviewing the new W-8 Series of forms• Preparing for withholding obligations• Internal compliance policies and procedures• Domestic funds with foreign partners- compliance issues• Compliance procedures going forwardMichael Spiro, Partner, FINN DIXON & HERLING LLP

8:45 – 9:00 Chairs’ Welcome & Day One Re-CapChairperson: Maury Cartine, Partner, MARCUM LLP

9:00 – 10:00 Tax Implications of Certain Fund Structures• Mini-masters• Master feeder vs. side-by-side• LP vs. LTD• BEPS and various treaty structures• Tax considerations if your fund is looking into the 40-Act space Laura Ross, Partner, EISNER LLPE. George Teixeira, Tax Partner, ANCHIN, BLOCK & ANCHIN LLP

10:00 – 10:50 Working Through Tax Implications of Foreign Investment Withholding• Income taxes imposed by foreign jurisdiction• Analyzing the statutes• Analyzing the application of treaties • CFC taxation of the corporation and its shareholders• Using blockers to limit taxation and reduce reporting requirements

Len Lipton, Managing Director, GLOBE TAX SERVICES

• Impact on funds and purchasers of the electing investment partnership rules• What do the investors want? • Ways to avoid publically traded transactions/ provisions of new liquidity • Tax and accounting issues of subsequent closings - Resetting the economics to day one - Payment of interest – inside or outside the fund? - Reallocating income and expenses for tax purposes – special problemsJay G. Milkes, Partner, ROPES & GRAY


3:00 – 4:00 Portfolio Company Acquisitions and Exits - The Evolution of the Portfolio Company Life Cycle• How the process of acquiring portfolio companies has changed - How do you buy in? - How has criteria changed?• How are deals structured to be tax efficient?• Acquiring through the MLP structure • Structuring portfolio company exits - IPO Planning, including Up-C structures - TRAs and other approaches to extracting value for tax benefitsLee E. Allison, Partner, ROPES & GRAYKevin Keyes, Partner, FRIED FRANK HARRIS SHRIVER & JACOBSONGlenn Mincey, Principal Tax, KPMG LLP

4:00 – 5:00 Trends in Structuring Compensation for Managers, GPs and Portfolio Players• Negotiating the current deferral regime• How are terms being structured?• Potential tax benefits of management fee waivers - Management fees paid to the management company - special problems - Accounting for waived management fees - Economic risk of loss for the general partner - Identifying the tax issues• Management companies – updates and trends in current markets - Efficient management company structures• Self-employment tax exemptionsPhyllis Schwartz, Partner, SCHULTE ROTH & ZABEL LLPJason Donner, Chief Financial Officer, VERITAS CAPITAL

8:00– 8:45 Continental breakfast

8:45 – 9:00 Chairs’ Welcome & Day One Re-CapChairpersons: Elaine B. Murphy, Partner, ROPES & GRAYJay G. Milkes, Partner, ROPES & GRAY

9:00 – 10:00 Working Through Common Tax Implications of Foreign Investments• Repercussions of CFC status - Taxation of Subpart F income - Current structuring trends to avoid Subpart F income - Taxation on sale of CFC shares• Taxation of PFIC investments - Overview of latest regulations - How to take advantage of PFIC rules - Reporting requirements - Fund’s perspective vs. investor’s perspective – how do they differ?• Other filing requirements and special considerations• Foreign tax credit planningAalok Virmani, Senior Vice President, Tax, EQUITY INTERNATIONALDaniel Byrne, Principal, ROTHSTEIN KASSJoan C. Arnold, Partner, PEPPER HAMILTON LLP

10:00 – 10:50 Tax Considerations for Foreign Investors and Investments Coming Into the US• Structuring to prevent ECI - Using blocker structures to address trade, business and FIRPTA considerations.

5:00 - 6:00 Day One Sessions Adjourn; Cocktail Reception sponsored by

DAY TWO: THURSDAY, MAY 22, 2014

“Enjoyed the topics very much, they were all very relevant to my day-to-day operations”

“Relevant, timely topics with speakers backing up their information with real-life situations to make them resonate”

“Great variety of topics and the instructors were extremely knowledgeable and approachable”


11:00 – 12:00 Wash Sales, Short Sales, Constructive Sales and Constructive Ownership Transactions

• How does the loss deferral rule work?• Short sales- character of gain or loss and holding periods• Identifying constructive sales• How are constructive ownership transactions treated for income tax purposes• Working within these rules to promote efficient taxMichael Andreola, Partner, BDOSteven Bokiess, Tax Partner, BDO George Michaels, CEO & Founder, G2 FINTECHRobert Gordon, President, TWENTY-FIRST SECURITIES CORP

1:00 – 1:50 1256 Contracts, Section 988 and Straddles• Identifying Section 1256 Contracts• Foreign currency contracts • 60%- 40% treatment vs. ordinary treatment under Section 1256 and Section 988• Identifying Section 988 transactions• Identifying straddles• Loss deferral rules and holding period rules • Qualified covered call optionsMark Leeds, Partner, MAYER BROWNGreg Levy, Partner, KAUFMAN ROSSINDaniel Tilkin, Partner and Senior Tax Analyst, G2 FINTECH

1:50 – 2:40 Handling Issues Relative to Inbound Tax Matters• Identifying ECI• Complying with the reporting obligations for ECI• Withholding on dividends and interest • The portfolio interest exception • FIRPTA and how it applies to hedge funds• Lending as a trade or businessJill E. Darrow, Partner, KATTEN MUCHIN ROSENMAN LLP

3:00 – 4:00 Taxation of SWAP Contracts and Option Contracts • Proposed and existing regulations• Using the wait-and-see method• Deduction of SWAP losses – trader vs. investor• Credit default SWAPs – special considerations• Treatment of Bullet SWAPs and Early termination payments• How are options that are not Section 1256 contracts treated?Jay D. Freedman, Principal, KPMG LLPAllison Rosier, Principal, PWC

4:00 – 5:00 How Some Funds are Handling Increasing Tax Rate Burdens• Migration to Puerto Rico or USVI - • Use of Ding Trusts• Offering your fund through insurance wrappers• Offshore reinsurance• Transferring out of statePhilip S. Gross, Member, KLEINBERG, KAPLAN, WOLFF, COHENAnthony Tuths, Partner, WITHUM SMITH+BROWN, PCJoseph A. Pacello, Tax Partner, ROTHSTEIN KASS

• Reporting/withholding issues for foreign partners• Section 892 and sovereign wealth funds• Refinancing or modeling when bringing money back into the countryEdouard S. Markson, Partner, CHADBOURNE & PARKE LLPOrla O’Connor, Principal, THE CARLYLE GROUPLeonard Schneidman, Managing Director, WTAS LLC


11:00 – 12:00 Use of Treaties for Increased Tax Efficiency• What is the eligibility for a tax treaty?• Type of foreign tax credits that are available• What are the sourcing rules?• What are the look-through rules?• Limitations of benefits clause• Use of foreign based treaties - Holding company structures and substanceMarc D. Ganz, Principal, Americas Inbound Tax Leader, ERNST & YOUNG LLPRoland Ryan Davis, Principal, Private Equity – International Tax, KPMG LLPSteven D. Bortnick, Partner, PEPPER HAMILTON LLP

12:00 – 1:10 Luncheon

1:00 – 1:50 Private Equity Tax Compliance and Reporting Best Practices • Information reporting and withholding• FIN 48 updates• Dealing with the changing tax rates that affect the PE sector• Tax compliance issues - Footnote disclosure update - Best practices for K-1 forms - Use of flow through estimatesColleen McHugh, Director, MARCUM LLP

1:50 – 2:40 FATCA Moving Forward• War stories and lessons learned • Updates on recent IGA signings – what you need to know• Compliance variance between IGAs• Withholding on FFIs • Best practices for the investor onboarding processRick Abbott, Tax Director, ADVENT INTERNATIONAL

2:40 – 3:00 Refreshment Break sponsored by

3:00 – 4:00 Investments in Flow-Through Entities – Acquisitions, Ownerships, and Disposition• When is flow-through an option?• Best methods for modeling your transactions• Handling LPA matters• Administration compliance • Managing state tax issues• Tax distributions• Dealing with anti-churning issues• Tax effective exits• Best methods for modeling transfers – How to invest in AIVsGary Mandel, Partner, SIMPSON THACHER & BARTLETT LLP

4:00 – 5:00 Tax Considerations for Investments in Real Estate • U.S. tax consideration for non-U.S. and tax-exempt investors investing in U.S. real estate • Structures used by to mitigate U.S. tax leakage for non-U.S. and tax-exempt investors - Internally Leveraged Blockers - REITs - 514(c)(9) • REIT conversions

5:00 Conference adjourns

“Excellent conference… very comprehensive and topical”

“Large scope of important topics, I came away very satisfied with the level of information received”


THE PRINCETON CLUB NYCMAY 21 - 22, 2014

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THE 5TH ANNUAL PRIVATE INVESTMENT FUNDS TAX MASTER CLASS

To RegisterMail : Financial Research Associates 18705 NE Cedar Drive Battle Ground, WA 98604

Call : 800-280-8440Fax: 704-341-2641 Online: www.frallc.com

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Financial Research Associates200 Washington St. Ste. 201Santa Cruz, CA 95060

THE 5TH ANNUAL

PRIVATE INVESTMENT FUNDS TAX MASTER CLASS

The Industry’s Most Complete and Concise Tax Event for both Private Equity Funds and Hedge Fund

EARN 14 CPE AND CLE* CREDITS!FINANCIAL RESEARCH ASSOCIATES PROUDLY PRESENTS

*pending approval

Documents

PRIVATE INVESTMENT FUNDS TAX MASTER CLASS - Financial