Private Placement Improvement Act of 2014

Meetings and calls with Members and staff of House and Senate Committees and agency officials concerning possible legislative and regulatory measures and Congressional studies affecting the hedge fund industry and other alternative investments.Legislative oversight of implementation of Titles I, II, IV, VII, and IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Legislative oversight of implementation of the Jumpstart Our Business Startups Act of 2012. Regulation and oversight of investment advisers. Financial services regulatory reform in non-U.S. jurisdictions. Equity market structure issues including electronic trading, algorithmic trading, and high frequency trading. Oversight of regulatory proposals on repo and securities lending markets. H.R. 3448 -- To amend the Securities Exchange Act of 1934 to provide for an optional pilot program allowing certain emerging growth companies to the increase tick size of their stocks. H.R. 4570 -- To direct the Securities and Exchange Commission to revise Regulation D relating to exemptions from registration requirements for certain sales of securities.

Client expense: $910,000 · Firm income: Not reported

Government targets: Commodity Futures Trading Commission (CFTC), HOUSE OF REPRESENTATIVES, SENATE, Securities & Exchange Commission (SEC), Treasury, Dept of

H.R. 450, Bureau of Consumer Financial Protection Accountability Act H.R. 605, Insurance Consumer Protection and Solvency Act of 2013 H.R. 634, Business Risk Mitigation and Price Stabilization Act of 2013 H.R. 677, Inter-Affiliate Swap Clarification Act H.R. 742, Swap Data Repository and Clearinghouse Indemnification Correction Act of 2013 H.R. 992 / S. 474, Swaps Regulatory Improvement Act H.R. 1038, Public Power Risk Management Act of 2013 H.R. 1062, SEC Regulatory Accountability Act H.R. 1105, Small Business Capital Access and Job Preservation Act H.R. 1106 / S. 550, Small Business Investment Company Modernization Act of 2013 H.R. 1135, Burdensome Data Collection Relief Act H.R. 1221 / S. 737, Basel III Capital Impact Study Act H.R. 1256, Swap Jurisdiction Certainty Act H.R. 1341, Financial Competitive Act of 2013 H.R. 1564 / S. 1526, Audit Integrity and Jobs Protection Act H.R. 1800, Small Business Credit Availability Act H.R. 2122 / S. 1029, Regulatory Accountability Act of 2013 H.R. 2140, Insurance Capital and Accounting Standards Act of 2013 H.R. 2274, Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2013 H.R. 2374, Retail Investor Protection Act H.R. 2446, Responsible Consumer Financial Protection Regulations Act of 2013 H.R. 2546 / S. 1257, Protect American Investments Act of 2013 H.R. 2733, Defending American Taxpayers From Abusive Government Takings Act of 2013 H.R. 3193, Consumer Financial Protection Safety and Soundness Improvement Act of 2013 H.R. 3211, Mortgage Choice Act of 2013 H.R. 3448, Small Cap Liquidity Reform Act of 2014 H.R. 3519, Bureau of Consumer Financial Protection Accountability and Transparency Act of 2013 H.R. 3623, Improving Access to Capital for Emerging Growth Companies Act H.R. 3701, U.S. Financial Services Global Viability Act H.R. 3770, Bureau of Consumer Financial Protection-Inspector General Reform Act of 2013 H.R. 3819 / S. 1907, Fairness for Community Job Creators Act H.R. 3928, Federal Reserve Accountability and Transparency Act of 2014 H.R. 4164, Small Company Disclosure Simplification Act H.R. 4167, Restoring Proven Financing for American Employers Act H.R. 4200, SBIC Advisers Relief Act of 2014 H.R. 4383, Bureau of Consumer Financial Protection Small Business Advisory Board Act H.R. 4387, FSOC Transparency and Accountability Act H.R. 4413, Customer Protection and End User Relief Act H.R. 4466, Financial Regulatory Clarity Act of 2014 H.R. 4510 / S. 2270, Insurance Capital Standards Clarification Act of 2014 H.R. 4554, Restricted Securities Relief Act of 2014 H.R. 4565, Startup Capital Modernization Act of 2014 H.R. 4568, Small Business Freedom to Grow Act of 2014 H.R. 4569, Disclosure Modernization and Simplification Act of 2014 H.R. 4570, Private Placement Improvement Act of 2014 H.R. 4571, To direct the Securities and Exchange Commission to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans H.R. 4604, CFPB Data Collection Security Act H.R. 4662, Bureau Advisory Opinion Act H.R. 4684, Bureau Guidance Transparency Act H.R. 4697, Small-Cap Access to Capital Act H.R. 4804, Bureau Examination Fairness Act H.R. 4811, Bureau Guidance Transparency Act H.R. 4842, Business Supply Chain Transparency on Trafficking and Slavery Act of 2014 H.R. 5402, Standard Merger and Acquisition Reviews Through Equal Rules Act of 2014 H.R. 5405, Promoting Job Creation and Reducing Small Business Burdens Act H.R. 5461, To clarify the application of certain leverage and risk-based requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, to improve upon the definitions provided for points and fees in connection with a mortgage transaction, and for other purposes S. 635, Privacy Notice Modernization Act of 2013 S. 888, A bill to provide end user exemptions from certain provisions of the Commodity Exchange Act and the Securities Exchange Act of 1934 S. 1217, Housing Finance Reform and Taxpayer Protection Act of 2013 S. 1369, A bill to provide additional flexibility to the Board of Governors of the Federal Reserve System to establish capital standards that are properly tailored to the unique characteristics of the business of insurance, and for other purposes S. 2244, Terrorism Risk Insurance Program Reauthorization Act of 2014 S. 2698, Regulatory Easement for Lending Institutions that Enable a Vibrant Economy Act of 2014 Draft legislation on conflict minerals disclosures Various issues relating to the Private Securites Litigation Reform Act (P.L. 104-67), securities litigation; implementation of Dodd-Frank Wall Street Reform and Consumer Protection Act (P.L. 111-203), including proposals to alter the derivatives provisions; Moving Ahead for Progress in the 21st Century Act (P.L. 112-140), including Sec. 40312, issues related to pension fund stabilization; implementation of the Jumpstart our Business Startups Act (P.L. 112-106); Consumer Financial Protection Bureau reform; Securities and Exchange Commission reform; Financial Stability Oversight Council (FSOC) reform; Department of Labor definition of fiduciary duty rules; international capital standards for non-banks; systemic risk regulations for non-bank financial companies; financial reporting policies reform; proposed regulation of money market mutual funds; proposed Volcker Rule, trust preferred bonds and collateralized loan obligations; proposed risk retention rules and the collateralized loan obligations market; Commodity Futures Trading Commission's derivatives regulations; amendments to Rule 701 under the Securities Act of 1933; Basel III capital standards; reconciliation of merchant card and third-party payments; political spending disclosures; transparent financial reporting; Federal Reserve Boards review of 2003 determination that certain commodity activities are complementary to financial activities and thus permissible for bank holding companies; reducing barriers to capital formation; capital requirements and systemically important financial institutions; oversight of proxy advisory firms; credit risk retention rules

Transparency and conflicts of interest in the proxy advisory industry SEC Conflict Minerals Rule Incentives for the trading of small cap stocks/ETFs -- H.R. 3448 Repatriation/tax reform -- Chairman Camp's Draft The Jobs Act -- H.R. 4200, H.R. 454, H.R. 4571, HR. 4569, H.R. 4570, H.R. 4465 Highly skilled workers -- immigration reform -- S.744, H.R. 714, H.R. 3163, H.R. 2131, H.R. 15 Taxation of securities transactions/tax treatment of options contracts -- Chairman Camp's Draft Security market structure and price transparency SEC policies during turbulent market conditions Proprietary ownership and distributions of market data Corporate governance issues CyberSecurity and system infrastructure -- H.R. 624, Senate Cybersecurity Information Sharing Act The operation of technology, computer trading

Client expense: $323,644 · Firm income: Not reported

Government targets: Commodity Futures Trading Commission (CFTC), HOUSE OF REPRESENTATIVES, SENATE, Securities & Exchange Commission (SEC), Treasury, Dept of

Implementation issues related to the Dodd-Frank Wall Street Reform and Consumer Protection Act (P.L. 111-203); H.R.701, To amend a provision of the Securities Act of 1933 directing the Securities and Exchange Commission to add a particular class of securities to those exempted under such Act to provide a deadline for such action; H.R.801, Holding Company Registration Threshold Equalization Act of 2014; H.R.1341, Financial Competitive Act of 2013;H.R.634, Business Risk Mitigation and Price Stabilization Act of 2013; H.R.677, Inter-Affiliate Swap Clarification Act; H.R.992, Swaps Regulatory Improvement Act; H.R.1256, Swap Jurisdiction Certainty Act; S.1003, A bill to amend the Higher Education Act of 1965 to reset interest rates for new student loans; S.953, Student Loan Affordability Act; H.R.1979/S.897, Bank on Students Loan Fairness Act; H.R.1911, Smarter Solutions for Students Act; S.798, TBTF Act (Terminating Bailouts for Taxpayer Fairness Act of 2013); H.R.4167, Restoring Proven Financing for American Employers Act; H.R.4200, SBIC Advisers Relief Act; H.R.4554, Restricted Securities Relief Act; H.R.4568, Small Business Freedom to Grow Act; H.R.4571, To direct the Securities and Exchange Commission to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans; H.R.4569, Disclosure Modernization and Simplification Act; H.R.4570, Private Placement Improvement Act; H.R.4565, Startup Capital Modernization Act; H.R.2673, Portfolio Lending and Mortgage Access Act; H.R.4466, Financial Regulatory Clarity Act; H.R.4881, a bill to place a 6-month moratorium on the authority of the Financial Stability Oversight Council to make financial stability determinations; H.R.4387, the FSOC Transparency and Accountability Act; H.R.5461, To clarify the application of certain leverage and risk-based requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, to improve upon the definitions provided for points and fees in connection with a mortgage transaction, and for other purposes; financial services issues.

Meetings and calls with Members and staff of House and Senate Committees and agency officials concerning possible legislative and regulatory measures and Congressional studies affecting the hedge fund industry and other alternative investments.Legislative oversight of implementation of Titles I, II, IV, VII, and IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Legislative oversight of implementation of the Jumpstart Our Business Startups Act of 2012. Regulation and oversight of investment advisers. Financial services regulatory reform in non-U.S. jurisdictions. Equity market structure issues including electronic trading, algorithmic trading, and high frequency trading. Oversight of regulatory proposals on repo and securities lending markets. H.R. 3448 -- To amend the Securities Exchange Act of 1934 to provide for an optional pilot program allowing certain emerging growth companies to the increase tick size of their stocks. H.R. 4570 -- To direct the Securities and Exchange Commission to revise Regulation D relating to exemptions from registration requirements for certain sales of securities.

Client expense: $990,000 · Firm income: Not reported

Sarbanes Oxley Section 404 (b) Mandatory Audit Firm Rotation H.R. 1564/S. 1526: The Audit Integrity and Job Protection ActCapital Formation Investment Incentives Reform of Capital Gains Rules Reform of Net Operating Loss Rules Reform of Passive Loss Rules H.R. 4855: The PARTNER Act S. 1658: The Start-up Jobs and Innovation Act The COMPETE Act (Senator Carper Discussion Draft) House Ways & Means Committee Discussion Draft (Rep. Camp) Reform of SEC Regulation D Implementation of Jumpstart Our Business Start-ups (JOBS) Act H.R. 4554: Restricted Securities Relief Act H.R. 4570: Private Placement Improvement Act Expansion of Exemption under SEC Regulation A H.R. 4565: Start-up Capital Modernization Act Legislative Amendments to SEC Rule 12b-2 Filing Status Definitions H.R. 2629: The Fostering Innovation Act Small Business Innovation Research (SBIR) Program XBRL Exemption for Small Public Companies H.R. 4164: Small Company Disclosure Simplification Act Stock Exchange Tick Size H.R. 3448: The Small Cap Liquidity Reform Act H.R. 1952: The Spread Pricing Liquidity Act Capital Market Enhancements H.R. 4568: Small Business Freedom to Grow Act H.R. 4571: To direct the SEC to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefits plans H.R. 3623: Improving Access to Capital for Emerging Growth Companies Act H.R. 4569: Disclosure Modernization and Simplification Act H.R. 4697: To require the SEC to revise the definition of a WKSI to reduce the worldwide market value threshold under the definition

Client expense: $2,110,000 · Firm income: Not reported

H.R. 450, Bureau of Consumer Financial Protection Accountability Act H.R. 605, Insurance Consumer Protection and Solvency Act of 2013 H.R. 634, Business Risk Mitigation and Price Stabilization Act of 2013 H.R. 677, Inter-Affiliate Swap Clarification Act H.R. 742, Swap Data Repository and Clearinghouse Indemnification Correction Act of 2013 H.R. 992 / S. 474, Swaps Regulatory Improvement Act H.R. 1038, Public Power Risk Management Act of 2013 H.R. 1062, SEC Regulatory Accountability Act H.R. 1105, Small Business Capital Access and Job Preservation Act H.R. 1106 / S. 550, Small Business Investment Company Modernization Act of 2013 H.R. 1135, Burdensome Data Collection Relief Act H.R. 1221 / S. 737, Basel III Capital Impact Study Act H.R. 1256, Swap Jurisdiction Certainty Act H.R. 1341, Financial Competitive Act of 2013 H.R. 1564 / S. 1526, Audit Integrity and Jobs Protection Act H.R. 1800, Small Business Credit Availability Act H.R. 2122 / S. 1029, Regulatory Accountability Act of 2013 H.R. 2140, Insurance Capital and Accounting Standards Act of 2013 H.R. 2274, Small Business Mergers, Acquisitions, Sales, and Brokerage Simplification Act of 2013 H.R. 2374, Retail Investor Protection Act H.R. 2446, Responsible Consumer Financial Protection Regulations Act of 2013 H.R. 2546 / S. 1257, Protect American Investments Act of 2013 H.R. 2733, Defending American Taxpayers From Abusive Government Takings Act of 2013 H.R. 3193, Consumer Financial Protection Safety and Soundness Improvement Act of 2013 H.R. 3448, Small Cap Liquidity Reform Act of 2014 H.R. 3519, Bureau of Consumer Financial Protection Accountability and Transparency Act of 2013 H.R. 3623, Improving Access to Capital for Emerging Growth Companies Act H.R. 3701, U.S. Financial Services Global Viability Act H.R. 3770, Bureau of Consumer Financial Protection-Inspector General Reform Act of 2013 H.R. 3819 / S. 1907, Fairness for Community Job Creators Act H.R. 3928, Federal Reserve Accountability and Transparency Act of 2014 H.R. 4164, Small Company Disclosure Simplification Act H.R. 4167, Restoring Proven Financing for American Employers Act H.R. 4200, SBIC Advisers Relief Act of 2014 H.R. 4383, Bureau of Consumer Financial Protection Small Business Advisory Board Act H.R. 4387, FSOC Transparency and Accountability Act H.R. 4413, Customer Protection and End User Relief Act H.R. 4466, Financial Regulatory Clarity Act of 2014 H.R. 4510 / S. 2270, Insurance Capital Standards Clarification Act of 2014 H.R. 4554, Restricted Securities Relief Act of 2014 H.R. 4565, Startup Capital Modernization Act of 2014 H.R. 4568, Small Business Freedom to Grow Act of 2014 H.R. 4569, Disclosure Modernization and Simplification Act of 2014 H.R. 4570, Private Placement Improvement Act of 2014 H.R. 4571, To direct the Securities and Exchange Commission to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans H.R. 4604, CFPB Data Collection Security Act H.R. 4662, Bureau Advisory Opinion Act H.R. 4684, Bureau Guidance Transparency Act H.R. 4697, Small-Cap Access to Capital Act H.R. 4804, Bureau Examination Fairness Act H.R. 4811, Bureau Guidance Transparency Act H.R. 4842, Business Supply Chain Transparency on Trafficking and Slavery Act of 2014 S. 635, Privacy Notice Modernization Act of 2013 S. 888, A bill to provide end user exemptions from certain provisions of the Commodity Exchange Act and the Securities Exchange Act of 1934 S. 1217, Housing Finance Reform and Taxpayer Protection Act of 2013 S. 1369, A bill to provide additional flexibility to the Board of Governors of the Federal Reserve System to establish capital standards that are properly tailored to the unique characteristics of the business of insurance, and for other purposes S. 2244, Terrorism Risk Insurance Program Reauthorization Act of 2014 Draft legislation on conflict minerals disclosures Various issues relating to implementation of Dodd-Frank Wall Street Reform and Consumer Protection Act (P.L. 111-203), including proposals to alter the derivatives provisions; Moving Ahead for Progress in the 21st Century Act (P.L. 112-140), including Sec. 40312, issues related to pension fund stabilization; implementation of the Jumpstart our Business Startups Act (P.L. 112-106); Consumer Financial Protection Bureau reform; Securities and Exchange Commission reform; Financial Stability Oversight Council (FSOC) reform; Department of Labor definition of fiduciary duty rules; international capital standards for non-banks; systemic risk regulations for non-bank financial companies; financial reporting policies reform; regulation of money market mutual funds; proposed Volcker Rule, trust preferred bonds and collateralized loan obligations; proposed risk retention rules and the collateralized loan obligations market; Commodity Futures Trading Commission's derivatives regulations; amendments to Rule 701 under the Securities Act of 1933; Basel III capital standards; proposed money market mutual fund regulation; reconciliation of merchant card and third-party payments; political spending disclosures; transparent financial reporting; Federal Reserve Boards review of 2003 determination that certain commodity activities are complementary to financial activities and thus permissible for bank holding companies; reducing barriers to capital formation; capital requirements and systemically important financial institutions; oversight of proxy advisory firms; credit risk retention rules

The Customer Protection and End User Relief Act. HR 2892, the Fair Debt Collection Practices Technical Clarification Act of 2013 HR 4167, Restoring Proven Financing for American Employers Act HR 2672, The CFPB Rural Designation Petition and Correction Act. HR 2629 HR 4200 HR 4554 HR 4564 HR 4565 HR 4568 HR 4569 HR 4570 HR 4571 HR 4387, FSOC Transparency and Accountability Act Bureau Arbitration Fairness Act H.R. 4262, the Bureau Advisory Commission Transparency Act H.R. 4383, the Bureau of Consumer Financial Protection Small Business Advisory Board Act H.R. 4539, the "Bureau Research Transparency Act H.R. 4604, the CFPB Data Collection Security Act H.R. 3389, the CFPB Slush Fund Elimination Act of 2013 H.R. 3770, the CFPB-IG Act of 2013 H.R. 4662, the Bureau Advisory Opinion Act HR 4684, The Bureau Guidance Transparency Act The Preventing Regulatory Abuse Act of 2014 The Bureau Examination Fairness Act HR 3211, The Mortgage Choice Act of 2013 HR 2629, the Fostering Innovation Act HR 4564, the Equity Crowdfunding Improvement Act HR 4697, the Small-Cap Access to Capital Act 21st Century Glass-Steagall Act of 2013 (S. 1282) HR 4413, The Customer Protection and End User Relief Act sections 501 through 504 of the Financial Services and General Government Appropriations bill for FY 2015 DoJ's Operation Choke Point

Client expense: $293,496 · Firm income: Not reported

Implementation issues related to the Dodd-Frank Wall Street Reform and Consumer Protection Act (P.L. 111-203); H.R.701, To amend a provision of the Securities Act of 1933 directing the Securities and Exchange Commission to add a particular class of securities to those exempted under such Act to provide a deadline for such action; H.R.801, Holding Company Registration Threshold Equalization Act of 2014; H.R.1341, Financial Competitive Act of 2013;H.R.634, Business Risk Mitigation and Price Stabilization Act of 2013; H.R.677, Inter-Affiliate Swap Clarification Act; H.R.992, Swaps Regulatory Improvement Act; H.R.1256, Swap Jurisdiction Certainty Act; S.1003, A bill to amend the Higher Education Act of 1965 to reset interest rates for new student loans; S.953, Student Loan Affordability Act; H.R.1979/S.897, Bank on Students Loan Fairness Act; H.R.1911, Smarter Solutions for Students Act; S.798, TBTF Act (Terminating Bailouts for Taxpayer Fairness Act of 2013); H.R.4167, Restoring Proven Financing for American Employers Act; H.R.4200, SBIC Advisers Relief Act; H.R.4554, Restricted Securities Relief Act; H.R.4568, Small Business Freedom to Grow Act; H.R.4571, To direct the Securities and Exchange Commission to revise its rules so as to increase the threshold amount for requiring issuers to provide certain disclosures relating to compensatory benefit plans; H.R.4569, Disclosure Modernization and Simplification Act; H.R.4570, Private Placement Improvement Act; H.R.4565, Startup Capital Modernization Act; H.R.2673, Portfolio Lending and Mortgage Access Act; H.R.4466, Financial Regulatory Clarity Act; H.R.4881, a bill to place a 6-month moratorium on the authority of the Financial Stability Oversight Council to make financial stability determinations; H.R.4387, the FSOC Transparency and Accountability Act; financial services issues.

Transparency and conflicts of interest in the proxy advisory industry SEC Conflict Minerals Rule Incentives for the trading of small cap stocks/ETFs -- H.R. 3448 Repatriation/tax reform -- Chairman Camp's Draft The Jobs Act -- H.R. 4200, H.R. 4554, H.R. 4568, H.R. 4571, H.R. 4569, H.R. 4570, H.R. 4465 Highly skilled workers -- immigration reform -- S.744, H.R. 714, H.R. 3163, H.R. 2131, H.R. 15 Taxation of securities transactions/tax treatment of options contracts -- Chairman Camp's Draft Security market structure and price transparency SEC policies during turbulent market conditionns Proprietary ownership and distributions of market data Corporate governance issues CyberSecurity and system infrastructure -- H.R. 624, Senate Cybersecurity Information Sharing Ac The operation of technology, computer trading

Client expense: $323,094 · Firm income: Not reported

Government targets: Commodity Futures Trading Commission (CFTC), HOUSE OF REPRESENTATIVES, SENATE, Securities & Exchange Commission (SEC), Treasury, Dept of

Closing the $162 million loophole for bonus compensation, Section 956 of Dodd-Frank on executive compensation, Corporate governance in Dodd/Frank, Too big to jail institutions/transparency, HR 4811-Bureau Guidance Transparency Act, HR 4564-Equity Crowdfunding Act of 2014, HR 4697-Small Cap Access to Capital Act, HR 2629-Fostering Innovation Act, HR 4554-Restricted Securities Relief Act of 2014, HR 4568-Small Business Freedom to Grow Act, HR 4570-Private Placement Improvement Act of2014, HR 4565-Startup Capital Modernization Act of 2014, HR 4571-Direct SEC to increase threshold amount for disclosure of compensating benefit plans, HR 4387-FSOC Transparency & Accountability Act, HR 3389-CFPB Slush Fund elimination act of 2013, HR 4413-Consumer Protection End User relief act, HR 3711 & S 1282-21st Century Glass Steagall Act, Volcker rule implementation, postal banking.

Client expense: $70,000 · Firm income: Not reported

Government targets: Federal Communications Commission (FCC), Federal Deposit Insurance Corporation (FDIC), HOUSE OF REPRESENTATIVES, Natl Security Council (NSC), SENATE, Securities & Exchange Commission (SEC), Treasury, Dept of, U.S. Trade Representative (USTR), White House Office