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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Tuesday, December 3, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will discuss legal best practices for selecting a 3(38) investment manager and outline key steps in structuring and documenting the investment manager relationship. Our panel will review the recent regulations that significantly impact the QPAM exemption, how best to negotiate and draft investment management agreements (IMAs), and what terms to look for when a plan invests in a pooled investment vehicle subject to ERISA.

Faculty

Bradley C. Fay
Partner
Seward & Kissel LLP

Mr. Fay routinely counsels clients regarding the investment of plan assets and related issues including ERISA fiduciary duties, prohibited transactions and the structuring of financial products for ERISA considerations. He advises on ERISA’s Plan Assets Regulation and provides assistance to clients with respect to the application of ERISA’s fiduciary duties and the prohibited transaction rules. Mr. Fay also represents both lenders and borrowers with respect to the ERISA provisions in financing documents. He regularly counsels financial services firms and plans regarding complex ERISA fiduciary matters including clients choosing to operate funds or manage accounts in compliance with ERISA.

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Timothy K. Eicher
Principal
Slevin & Hart, PC

Mr. Eicher's practice focuses on all aspects of the firm’s representation of employee benefit plans under ERISA. Mr. Eicher received his law degree from Georgetown University Law Center. He served as a Senior Articles Editor for the Georgetown Journal of Law and Public Policy, which published his note on faith-based prison rehabilitation programs. He graduated, with high honors, from Princeton University, where he received an A.B. in Classics.

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Description

ERISA requires that plan fiduciaries act with prudence and care; breaching these fiduciary duties subjects plan fiduciaries to personal liability. ERISA Section 3(38) defines an investment manager to whom investment responsibility can be delegated. A named fiduciary who has delegated investment decisions to a 3(38) investment manager is not responsible or liable for the 3(38) investment manager's investment decisions but remains accountable for hiring and monitoring the 3(38) investment manager.

ERISA also imposes the duty to avoid "prohibited transactions" with "parties in interest" to the ERISA plan unless an exemption from the prohibited transaction rules applies. Because ERISA defines both prohibited transactions and parties in interest broadly, all transactions are potentially prohibited, requiring an applicable exemption. However, the exemptions are nuanced and fiduciaries appointing 3(38) investment managers, as well as the 3(38) investment manager taking advantage of the exemptions, must understand the conditions of the exemptions upon which they are relying.

Listen as our panel will discuss legal best practices for selecting a 3(38) investment manager and outline key steps in structuring and documenting the investment manager relationship. Our panel will review the recent changes to the QPAM exemption, how best to negotiate and draft investment management agreements (IMAs), and what terms to look for when a plan invests in a pooled investment vehicle subject to ERISA.

Outline

  1. Negotiating IMAs
  2. Drafting IMAs
  3. Documenting the investment management partnership

Benefits

The panel will review these and other key issues:

  • What standard of care should plans expect from an investment manager?
  • What representations and warranties should an IMA include?
  • What protections can side letters offer?
  • What types of investment strategies may warrant the use of an exemption other than QPAM?
  • What issues arise in light of the changes to the QPAM exemption?