March 8, 2018

New York, NY

In order to register and participate in an MFA conference, attendees must sign and acknowledge the disclosure statements provided at registration. Those statements are also provided below for your reference.

All Legal & Compliance 2018 Conference Participants:

  • You acknowledge and agree that you are solely responsible for the accuracy, completeness, adequacy and scope of the content of all the information, materials and presentations you issue, distribute or present at, or in connection with, Legal & Compliance 2018 Conference. For the avoidance of doubt, all references in this acknowledgment letter to information, presentations or materials issued, distributed or presented by you include both oral and written information, presentations and materials issued, distributed or presented by you or your individual principals, agents or representatives.
  • You acknowledge that we have not conducted any regulatory, legal or money laundering due diligence on any participant of the Legal & Compliance 2018 Conference (“Participant”) on your behalf, on behalf of any of the investment vehicles you manage, for your or their benefit or otherwise. You acknowledge and agree that we are not making any representation as to any Participant’s experience, eligibility, suitability, financial or reputational standing.
  • You acknowledge and agree that we are neither recommending nor endorsing you, your investment strategy, any investment vehicle you manage or any of your individual principals to any Participant.
  • You acknowledge and agree that you will not suggest or imply to any Participant, directly or indirectly, that your participation in the Legal & Compliance 2018 Conference constitutes a recommendation or an endorsement by us of you, your investment strategy, any of the investment vehicles you manage or any of your individual principals.
  • You acknowledge and agree that, should any Participant or sponsor of the Legal & Compliance 2018 Conference (“Sponsor”) organize any private session or meeting before, during or after the Legal & Compliance 2018 Conference to introduce asset allocator or investor Participants (“Investor Participants”) to you and other fund manager Participants (“Investor Session”), such Investor Session is not affiliated with MFA, and such organizing Participant or Sponsor will be solely responsible for ensuring that such Investor Session complies with all applicable laws and regulations. In addition, you acknowledge and agree that, should you attend or participate in any such Investor Session, you will be solely responsible for ensuring that your activities at such Investor Session or with respect to any Investor Participant complies with all applicable laws and regulations as well as your acknowledgements and agreements herein.
  • You acknowledge and agree that, should MFA organize any breakout sessions or meetings at the Legal & Compliance 2018 Conference for you and other fund manager Participants to meet with Investor Participants, such as Power Sessions (“Breakout Sessions”), that MFA is solely providing the space for, and the opportunity to participate in, the Breakout Sessions, and that you will be solely responsible for ensuring that your activities at the Breakout Session or with respect to any Investor Participant complies with all applicable laws and regulations as well as your acknowledgements and agreements herein.
  • You acknowledge and agree that, should any Participant request to subscribe for one or more investment vehicles managed by you, you will be solely responsible for evaluating the suitability (where required or appropriate to do so) and eligibility of every such Participant for investing in any of the investment vehicles you manage. You acknowledge and agree that you will take all steps necessary to ensure that Participants will not have the possibility of subscribing for the investment vehicles managed by you during or at the Legal & Compliance 2018 Conference.
  • You confirm that all information or materials that you issue, present and/or distribute will be for informational purposes only and not for unlawful marketing or solicitation purposes.
  • You acknowledge and agree that you will not distribute, or arrange for the distribution of, any offering documentation, including offering memoranda or subscription documents, at the Legal & Compliance 2018 Conference. You acknowledge that we will not distribute, or arrange for the distribution of, any materials, including offering memoranda or subscription documents, on your behalf.
  • You acknowledge and agree that you are solely responsible for compliance with all laws and regulations applicable to yourself, and the investment vehicles you manage and your individual principals, and to the offer, solicitation or sale of investments (including any applicable disclosure requirements). You acknowledge and agree that you will prepare, issue and distribute presentational and other materials in conformity with all such laws and regulations, and you will consult with your own independent counsel regarding applicable legal and regulatory requirements.
  • You acknowledge and agree that all of the materials you provide or otherwise distribute will include a clear statement that any presentation by you and any accompanying written material shall not constitute an offer or solicitation of an offer to make an investment in any of the investment vehicles you manage and that an offer or invitation will only be made once the recipient has been given an opportunity to consider an offering document containing such information as may be required by applicable law.
  • You acknowledge and agree that we shall not be liable for any losses, damages, costs or expenses, of any kind or description, resulting from your decision or the decision by any investment vehicles managed by you or any of your individual principals to participate in the Legal & Compliance 2018 Conference and/or accept investments by any Participant.

You agree to adhere to MFA’s policies regarding antitrust compliance.  Below is MFA’s Antitrust Statement:

In conducting the business of the MFA, it is important that representatives of the participating companies remember that their actions are subject to antitrust and competition laws.  Antitrust concerns are heightened when, as in this case, some participants are competitors of one another.  Accordingly, we must be careful to avoid even the appearance of engaging in any inappropriate conduct, both during the formal meetings and in any informal discussions.

In this regard, meeting participants should bear in mind several important principles:

1. The antitrust laws prohibit conduct that unreasonably restrains trade.  In most cases, an “agreement” must be shown to establish a violation.  Agreements can be explicit or inferred, however.

2. Some types of agreements or understandings are considered so harmful that they are automatically unlawful and no justification may be offered to defend them under most antitrust laws.  These activities can result in criminal penalties and substantial triple damage exposure.  Examples of these “per se” violations include:

a. price fixing of all forms;
b. market division, including agreements to divide customers, territories or product lines;
c. restrictions on output or production, including agreements on capacity levels; and
d. some forms of joint refusals to deal with customers, competitors or suppliers.

3. Courts and agencies also recognize, however, that agreements can promote as well as restrain competition, even when competitors are involved.  Because of these potential benefits, trade association activities are ordinarily analyzed under the “rule of reason,” which involves a weighing and balancing of a collaboration’s competitive effects.

4. Although most trade associations will pass muster under the antitrust laws, concerns may nonetheless be present if, for example, they:

a. unreasonably limit independent decision making or otherwise diminish innovation;
b. result in overbroad exchanges of competitively sensitive information;
c. have the effect of increasing prices or reducing options available to customers; or
d. unnecessarily disadvantage competitors, customers or suppliers.

5. The antitrust laws do, however, grant immunity to competitors acting jointly for the purpose of seeking to influence the actions of the government.

6. In connection with our meetings:

DO:

1. adhere to the prepared agenda;
2. avoid any conduct that could be characterized as automatically unlawful or unreasonably exclusionary;
3. remember that appearances are important.

DON’T:

1. discuss competitive issues that aren’t necessary to the specific topics before us;
2. exchange competitively sensitive information without approval of counsel;
3. engage in “loose talk” regarding competitively sensitive information with competitors outside formal sessions.

In addition, you agree to adhere to the policies set forth in MFA’s Antitrust Compliance Guide, the text of which is available by this link.

Legal & Compliance 2018 Conference Permitted Investors/Investor Participants

  •  You acknowledge that all information, presentations or materials issued, distributed or presented at, or in connection with, the Legal & Compliance 2018 Conference are for informational purposes only and do not constitute investment, legal or tax advice.
  •  You acknowledge and agree that none of the information, presentations and materials issued, distributed or presented at, or in connection with, Legal & Compliance 2018 Conference or your participation in Legal & Compliance 2018 Conference constitutes an offer to sell, or a solicitation of an offer to buy, any security. You acknowledge that Managed Funds Association (“we”) has not verified any such materials or information and we take no responsibility for the accuracy, completeness or adequacy of any such materials or information.
  •  You acknowledge that we have not conducted any regulatory, legal or money laundering due diligence on any Participant in the Legal & Compliance 2018 Conference (“Participant”) and you acknowledge and agree that participation in the Legal & Compliance 2018 Conference does not constitute a recommendation or an endorsement by us of, or warranty or investment advice with respect to, any Participant in the Legal & Compliance 2018 Conference, such Participant’s investment strategy, any of the investment vehicles managed by a Participant, or any of the Participants’ individual principals.
  • You acknowledge and agree that we are not acting as your fiduciary for purposes of the U.S. Employee Retirement Income Security Act of 1974, as amended, or otherwise in connection with your participation in the Legal & Compliance 2017 Conference.
  • You acknowledge and agree that we have not and do not make any representation as to the experience, eligibility, suitability, financial or reputational standing of any Participant in the Legal & Compliance 2018 Conference.
  • You acknowledge and agree that, should any Participant or sponsor of the Legal & Compliance 2018 Conference (“Sponsor”) organize any private session or meeting before, during or after the Legal & Compliance 2018 Conference to introduce you and other asset allocator or investor Participants (“Investor Participants”) to fund manager Participants (“Investor Session”), such Investor Session is not affiliated with MFA, and such organizing Participant or Sponsor will be solely responsible for ensuring that such Investor Session complies with all applicable laws and regulations. In addition, you acknowledge and agree that, should you attend or participate in any such Investor Session, you will be solely responsible for ensuring that your activities at such Investor Session or with respect to any fund manager Participant complies with all applicable laws and regulations as well as your acknowledgements and agreements herein.
  •  You acknowledge and agree that, should MFA organize any breakout sessions or meetings at the Legal & Compliance 2018 Conference for fund manager Participants to meet you or other Investor Participants, such as Power Sessions (“Breakout Sessions”), that MFA is solely providing the space for, and the opportunity to participate in, the Breakout Sessions, and that you will be solely responsible for ensuring that your activities at the Breakout Session or with respect to any fund manager Participant complies with all applicable laws and regulations as well as your acknowledgements and agreements herein.
  •  You acknowledge and agree that we shall not be liable for any losses, damages, costs or expenses, of any kind or description, resulting from your decision to participate in the Legal & Compliance 2018 Conference or investment in any Participant in the Legal & Compliance 2018 Conference, such Participant’s investment strategy, any of the investment vehicles managed by a Participant, or any of the Participants’ individual principals.

For questions, please contact Stuart Kaswell at 202.730.2600 or email conferences@managedfunds.org.