ILPA Webcast Series

The ILPA Webcast Series was launched in 2007 to provide members with a platform from which to discuss topical and relevant issues impacting the industry, in timely and accessible format. Topics are all vetted by the Education Committee to ensure relevancy to the members and all presenters are considered top quality professionals.

Some past topics include:

Impacts and Implications of Financial Reform and other Legislation on Private Equity

Glen Zwicker (Moderator) Chief Investment Counsel, Howard Hughes Medical Institute, Gregory Lyons, Partner, Debevoise & Plimpton LLP , Raj Marphatia, Partner, Ropes & Gray LLP

The objectives of this webcast are to inform ILPA members about the essential details of the regulations and provide insights on potential issues and impacts to limited partners.  The expert panel will also address how limited partners can practically respond to some of these issues.

After participating in the webcast, participants will be able to:
1) Describe the key salient details of the following:

1. Investment Advisers Act
2. The Volcker Rule and related Basel proposal
3. Other Developments
   • i.      Pay to Play
   • ii.      EU Directive on Alternative Investment Fund Managers (AIFM)
   • iii.      Tax developments including the HIRE Act

2) Describe key issues and practical implications to limited partners
3) Differentiate how legislation may apply to different asset classes and institutions
4) Identify terms in limited partnership agreements and/or sideletters that may be included to address new or pending legislation
5) Identify new due diligence items as a result of the legislation

Private Equity Real Estate: How Limited Partners are Positioning Themselves (Lessons Learned and the Current Market Outlook)

Steven LeBlanc (Moderator), Senior Managing Director, Private Markets, Teacher Retirement System of Texas, David Sherman, Co-Founder, President, and Chief Investment Officer, Metropolitan Real Estate Equity Management, LLC , Glenn Lowenstein, Founding Partner, The Lionstone Group

The webcast has been designed to provide participants with lessons learned from the real estate market collapse of 2008, a review of global real estate fundamentals across property types, private real estate portfolio construction considerations and an evaluation of the United States commercial real estate market.

After participating in the webcast, participants will be able to:

1. Explain the key global elements of the post-Lehman real estate crash and Identify key lessons learned
2. Describe central real estate investing fundamentals currently faced by institutional real estate investors globally
3. Evaluate the primary drivers of the commercial real estate market in the United States and explain investment implications
4. Describe how some Limited Partners are currently thinking about real estate in their portfolio

EU Alternative Investment Fund Managers Directive

Tanya Carmichael, Portfolio Manager, Teachers’ Private Capital (Ontario Teachers Pension Plan Board), Vincenzo Morelli (Partner, TPG), Raj Marphatia (Partner, Ropes & Gray LLP), Wim van Velzen (Senior European Policy Advisor, Covington & Burling LLP), Ludo Bammens (Director of European Corporate Affairs, Kohlberg Kravis Roberts & Co. Ltd)

Why is this important to you? In its current form the Directive will require:

• That the only funds which may be marketed to European professional investors are those which have authorization under the Directive
• European Fund Managers to set aside “regulatory capital” which are material in nature
• Fund managers to disclose portfolio company information including the business plan
• The appointment of independent valuators
• Marketing documents to be provided to regulators with amendments not allowed without first notifying the regulators

This presentation is catered to informing institutional investors about the impact the Directive will have on their private equity programs.

Troubled Funds Webcast Series

Each webcast consists of a one hour presentation followed by 30 minutes of discussion and questions with Tom Beaudoin, Partner, WilmerHale.  The series will take place over the next several weeks and will include the following topics:

1. The Role of the LP Advisory Board and the Associated Risks
   This webcast focused on the expanding role of advisory boards and the potential for liability to other partners as a fiduciary.  We will examine the partnership agreements, especially indemnification and exculpation provisions, and Delaware law.
2. Case Study of a No-Fault Divorce in Litigation
   This webcast focused on a real life example of a fund in which the investors exercise a no-fault right to dissolve the fund and also attempt to remove the general partner.  We will review the actions of the GP and the LPs, the role of the courts and the interpretation and role of the partnership agreement.
3. Negotiating a Partnership Agreement to Anticipate a Troubled Fund
   This webcast focused on the following provisions of the limited partnership agreement: key man; no faults; for cause actions; indemnification/advancement of expenses; capital calls and default provisions; management fee; liquidation mechanics; GP economics; and transfer restrictions.  We will examine each of the provisions in detail to determine how best to negotiate at the outset.
4. Cash-Starved Funds
   This webcast focused on the increasing phenomenon of funds running out of money and unable to support their portfolio companies.  We will examine various strategies being considered and the obstacles to each, including borrowing, cross-investing, traditional annex funds, preferred equity investments into the fund from a secondary investor, and strip sales.

Issues Related to the Calculation of Carried Interest

Daniel C. Kolb, Partner, Ropes & Gray LLP; Evert H. Vink, Chief Legal Officer, AlpInvest Partners, Inc.

1. How to calculate carried interest;
2. Certain pitfalls and best practices and provide practical examples/application;
3. Potential tax issues and;
4. The economic impacts of potential legislation.

The LPA Reloaded

Andrea Auerbach, Cambridge Associates; Margaret Niles, K&L Gates; Charles Purcell, K&L Gates

1. Waiving or reducing management fees;
2. Extending investment periods;
3. Analyzing cross-fund investing;
4. Managing key man situations and;
5. Addressing GP conflicts of interest.

AICPA Draft Issues Paper FASB Statement No. 157 Valuation Considerations for Interest in Alternative Investments

David Larsen, Managing Director, Duff & Phelps (Moderator); Bill Hupp, CFO, Adams Street Partners; Michael Maher, Chief Financial Officer, U.S. Venture Partners; Joe Grainger, Partner – Financial Services, Ernst & Young

1. What is the impact of the AICPA Issues Paper on the LP Investment Community?
2. Is NAV fair value?
3. Do I have to use Secondary Market Prices?
4. Should the AICPA Guidance be changed?
5. What will my auditors require?

For more information about the ILPA Webcast Series or other Educational initiatives, please visit the Information Request page and select “Education”.

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