U.S. Treasury Proposes Over-the-Counter Derivatives Legislation

On August 11, 2009, the U.S. Treasury Department delivered comprehensive legislation to Congress calling for the regulation of the over-the-counter (“OTC”) derivatives market.  Below is a summary of key provisions of the “Over-the-Counter Derivatives Markets Act of 2009” (the “Proposed Act”).

SEC and CFTC Regulatory Authority

Under the Proposed Act, the two main regulatory authorities generally charged with oversight of the derivatives markets would be the Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (the “SEC”).  The CFTC would have jurisdiction over “swaps” (as discussed below) and the participants in the swaps market.  The SEC would have jurisdiction over “security-based swaps” (as discussed below) and the market participants associated therewith. 

The Proposed Act gives joint rule-making authority to the CFTC and SEC.  If the CFTC and the SEC fail to jointly prescribe the applicable rule within a timely manner (generally, 180 days), the Secretary of the Treasury has the authority to prescribe a rule which will remain in effect until the SEC and CFTC jointly prescribe the corresponding rule.

Certain Definitions of the Proposed Act

Definition of a Security-Based Swap

Under the Proposed Act, the term “security-based swap” is defined as any agreement, contract, or transaction that would be a “swap” and that is based on a narrow-based security index, a single security, or the occurrence, non-occurrence, or extent of the occurrence of an event relating to a single issuer of a security or the issuers of securities in a narrow-based security index (provided that such event must directly affect the financial statements, financial condition, or financial obligations of the issuer).  For instance, under the Proposed Act, a credit default swap on a single security or a narrow-based security index would be subject to the jurisdiction of the SEC.  The definition of the term security-based swap excludes a swap referencing or based on a U.S. government security. 

Definition of a Swap

Under the Proposed Act, a “swap” is defined generally as: (i) an option on, among other things, interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind, (ii) a credit default swap, (iii) a contract that provides on an executory basis for the exchange, on a fixed or contingent basis, of one or more payments, based on the value of one or more interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind (e.g., commodity swaps and emissions swaps), (iv) a transaction that is, or in the future becomes, commonly known as a swap, or (v) any combination of, permutation of, or option on, any of the above. 

Exclusions to the Definition of Swap

Under the Proposed Act, the definition of “swap” excludes several types of transactions, such as: (i) listed futures and security futures, (ii) any sale of a nonfinancial commodity for deferred delivery, so long as such transaction is physically settled, (iii) any option on any security, certificate of deposit or group of index or securities that is subject to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), (iv) any option relating to foreign currency that is listed on a national securities exchange registered pursuant to the Exchange Act, (v) any contract or transaction providing for the purchase or sale of one or more securities on a fixed basis that is subject to the Securities Act and the Exchange Act, (vi) any contract or transaction providing for the purchase or sale of one or more securities on a contingent basis that is subject to the Securities Act and the Exchange Act (unless such contract or transaction predicates such purchase or sale on the occurrence of a bona fide contingency reasonably expected to affect or be affected by the creditworthiness of a party other than a party to the contract or transaction), (vii) any evidence of indebtedness (e.g., note or bond) that is a security as defined in the Securities Act, (viii) any contract or transaction entered into directly or through an underwriter (as defined in the Securities Act) by the issuer of such security for the purpose of capital raising, unless such contract or transaction is entered into in order to manage a risk associated with capital raising; (ix) foreign exchange swaps, (x) foreign exchange forwards, (xi) any contract or transaction in which a Federal Reserve bank or the U.S. government is a counterparty to such contract or transaction, and (xii) any security-based swap that is not also a swap. 

In addition to above exclusions, “identified banking products” (e.g., deposit accounts and saving accounts) would remain subject to the jurisdiction of the appropriate federal banking regulators unless a determination is made by such regulator (in consultation with the CFTC and/or the SEC) that the applicable identified banking product had been structured as a swap or a security-based swap or otherwise structured to evade the Commodity Exchange Act, the Securities Act or the Exchange Act.

The Proposed Act directs the CFTC and the SEC to jointly adopt rules to further define the terms “swap” and “security-based swap.”

Security-Based Swaps as a Security

The Proposed Act would give the SEC jurisdiction over security-based swaps by amending the definition of “security” in both the Exchange Act and Securities Act to include such security-based swaps.  Notably, under the Proposed Act, security-based swaps would be included for purposes of Section 13 of the Exchange Act (beneficial ownership reporting requirements) and Section 16 of the Exchange Act (company insider transactions).

Dealer and Major Market Participant Registration Requirements

The Proposed Act would require “swap dealers” and “major swap participants” to register with the CFTC and for “security-based swap dealers” and “major security-based swap participants” to register with the SEC.  In general, under the Proposed Act, both a “swap dealer” and a “security-based swap dealer” (collectively, “Dealers”) are persons engaged in the business of buying and selling swaps or security-based swaps, as applicable, for their own account (including through the use of a broker), but excludes persons who do not engage in such activity as part of their regular business.  A “Major swap participant” and “major security-based swap participant” (collectively, “Major Participants”) are persons that are not swap dealers or security-based swap dealers, as applicable, but who maintain a substantial net position in outstanding swaps (in the case of a major swap participant) or security-based swaps (in the case of a major security-based swap participant), other than to create and maintain an effective hedge under generally accepted accounting principles. 

The Proposed Act would require that all such registered Dealers and Major Participants: (i) meet certain minimum capital and margin requirements as prescribed jointly by the CFTC and SEC (for non-banks) or by the banking regulators (for banks), (ii) meet certain reporting and recordkeeping requirements, (iii) meet business conduct standards, (iv) meet documentation and back-office standards, and (v) comply with the requirements related to trading in swaps or security-based swaps, as the case may be, including the disclosure of information relating thereto, conflicts of interests and antitrust considerations. 

The Proposed Act directs the CFTC and the SEC to jointly adopt rules to further define the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” and “major security-based swap participant.”

Clearing and Exchange Trading of “Standardized” Swaps and Security-Based Swaps

The Proposed Act would require that, unless an exception is available: (i) standardized swaps be traded on a futures exchange or alternative swap execution facility (“ASEF”) regulated by the CFTC and cleared by a registered derivatives clearing organization registered with the CFTC, and (ii) standardized security-based swaps be traded on a national securities exchange or ASEF regulated by the SEC and cleared by a registered derivatives clearing organization registered with the SEC. 

The Proposed Act would create a presumption that an OTC derivative transaction is “standardized” if such transaction is accepted for clearing by a clearing organization registered with the CFTC or the SEC. The Proposed Act, however, does not define what it means to be “standardized”.  Instead, the Proposed Act directs the CFTC and SEC to jointly adopt rules to define the term “standardized, as broadly as possible” (in respect of both swaps and security-based swaps) taking into account elements such as: (i) which terms of the OTC derivatives trade, including price, are disseminated to third parties, (ii) the volume of transactions in such trades, (iii) the extent to which the terms of such trades are similar to other transactions that are centrally cleared, (iv) whether the differences in the terms of such trade, compared to other transactions that are centrally cleared, are of economic significance, and (v) any other factors the CFTC or SEC deem appropriate.  However, swaps or security-based swaps are not required to be cleared if: (i) no registered derivatives clearing organization will accept the swap or security-based swap, as the case may be, or (ii) if one of the counterparties to the swap or security-based swap, as the case may be, is not a Dealer or Major Participant and does not meet the eligibility requirements of a derivatives clearing organization that clears the relevant OTC derivatives transaction.  Notably, the Proposed Act seeks to encourage market participants to use “standardized” swaps by imposing higher capital and margin requirements for OTC derivatives transaction that are not standardized. 

As stated above, the Proposed Act would require that standardized swaps be traded on a designated contract market or an ASEF regulated by the CFTC and that standardized security-based swaps be traded on a national exchange or ASEF regulated by the SEC.  However, swaps or security-based swaps are not required to be traded as set forth above if: (i) no registered derivatives clearing organization will accept the swap or security-based swap, as the case may be, or (ii) one of the counterparties to the swap or security-based swap, as the case may be, is not a Dealer or Major Participant and does not meet the eligibility requirements of a derivatives clearing organization that clears the relevant OTC derivatives transaction.

OTC Derivative Transaction Repositories

The Proposed Act would establish a new organization referred to as a “swap repository” or “security-based swap repository” (each, a “Repository”) that would collect data with respect to swaps and security-based swaps and make available, on a confidential basis, data obtained by the Repository to certain regulators.  Each Repository would be required to be registered with the CFTC and/or SEC, as appropriate.  The Proposed Act directs the CFTC and SEC to jointly adopt uniform rules governing persons that are registered as Repositories and allows each agency to exempt a Repository from registration if such Repository is subject to comparable, comprehensive regulation by certain other regulators.  

Reporting and Recordkeeping Requirements

The Proposed Act would require the CFTC and SEC (or their designee) to make available to the public, in a manner that does not disclose the business transactions or market positions of any person, aggregate data on swap trading volume and positions. 

Under the Proposed Act, any person that enters into a swap or a security-based swap that is not cleared (and thus the data with respect to such transaction not being accepted by a repository), would be subject to the reporting and record keeping requirements prescribed by the applicable agency. 

Alternative Swap Execution Facilities

Under the Proposed Act, ASEFs would be required to register with the CFTC or SEC, as appropriate, and be required to: (i) comply with trading rules and procedures, (ii) have procedures to monitor trading abuses, and (iii) have rules and procedures for ensuring the financial integrity of the swaps or security-based swaps, as the case may be, entered into on such facility.  The Proposed Act would also require ASEFs to adhere to certain core principles regarding governance, emergency authority, position limits, recordkeeping, conflicts of interest, public reporting and reporting to participants. 

Position Limits

The Proposed Act would allow the CFTC to establish limits on the aggregate number or amount of the position in contracts based upon the same underlying commodity (as defined by the CFTC) across: (i) contracts listed by designated contract markets, (ii) contracts traded on a foreign board of trade (“FBOT”) that provide participants in the U.S. with direct access to its electronic trading and order matching system, and (iii) swaps that perform or affect a significant price discovery with respect to regulated markets.   The SEC could establish limits with respect to: (i) securities traded on a U.S. exchange and (ii) security-based swaps that perform or affect a significant price discovery with respect to regulated markets.  In making a determination whether the relevant swap/security-based swap performs or affects a significant price discovery, the CFTC and SEC, as the case may be, shall consider: (i) if the swap/security-based swap relies on a daily or final settlement price, or other major price parameter of another related commodities contract/security, (ii) whether the swap/security-based swap is sufficiently related to the price of another contract/security to permit arbitrage, (iii) the extent to which the contract/security is directly based on or reference the price generated by the swap/security-based swap, (iv) the extent to which the volume of swaps/security-based swaps being traded in the contract/securities are sufficient to have a material affect on another contract/security, and (v) such other material factors as the CFTC and SEC, as applicable, shall determine. 

Foreign Boards of Trade

The Proposed Act would give the CFTC the authority to adopt rules requiring registration by a FBOT that provides participants located in the United States direct access to the FBOT’s electronic trading and order matching system. The Proposed Act would also prohibit a FBOT from providing participants located in the United States with direct access to the electronic trading and order matching systems of the FBOT (with respect to a contract that settles against the price of a contract listed for trading on a CFTC-registered entity) unless the FBOT meets certain standards of comparability to the requirements applicable to U.S. boards of trade.

Additional Requirements Applicable to Swaps and Security-Based Swaps

The Proposed Act would make it unlawful for any person that is not an eligible contract participant to enter into: (i) a swap unless the swap is entered into on or subject to the rules of a regulated futures exchange, or (ii) a security-based swap unless the security-based swap is entered into on a national securities exchange.  The Proposed Act would also make it unlawful to sell security-based swaps to persons that are not eligible contract participants unless such transactions were registered under the Securities Act.  

Under current law, for an individual to be an eligible contract participant, he or she must have total assets in excess of $10 million.  Under the Proposed Act, an individual would be required to have at least $10 million in assets invested on a discretionary basis in order to be deemed an eligible contract participant.  In addition, the monetary investment threshold applicable to government entities would increase from $25 million invested on a discretionary basis to $50 million invested on a discretionary basis. 

On August 11, 2009, the U.S. Treasury Department delivered comprehensive legislation to Congress calling for the regulation of the over-the-counter (“OTC”) derivatives market.  Below is a summary of key provisions of the “Over-the-Counter Derivatives Markets Act of 2009” (the “Proposed Act”).

SEC and CFTC Regulatory Authority

Under the Proposed Act, the two main regulatory authorities generally charged with oversight of the derivatives markets would be the Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (the “SEC”).  The CFTC would have jurisdiction over “swaps” (as discussed below) and the participants in the swaps market.  The SEC would have jurisdiction over “security-based swaps” (as discussed below) and the market participants associated therewith. 

The Proposed Act gives joint rule-making authority to the CFTC and SEC.  If the CFTC and the SEC fail to jointly prescribe the applicable rule within a timely manner (generally, 180 days), the Secretary of the Treasury has the authority to prescribe a rule which will remain in effect until the SEC and CFTC jointly prescribe the corresponding rule.

Certain Definitions of the Proposed Act

Definition of a Security-Based Swap

Under the Proposed Act, the term “security-based swap” is defined as any agreement, contract, or transaction that would be a “swap” and that is based on a narrow-based security index, a single security, or the occurrence, non-occurrence, or extent of the occurrence of an event relating to a single issuer of a security or the issuers of securities in a narrow-based security index (provided that such event must directly affect the financial statements, financial condition, or financial obligations of the issuer).  For instance, under the Proposed Act, a credit default swap on a single security or a narrow-based security index would be subject to the jurisdiction of the SEC.  The definition of the term security-based swap excludes a swap referencing or based on a U.S. government security. 

Definition of a Swap

Under the Proposed Act, a “swap” is defined generally as: (i) an option on, among other things, interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind, (ii) a credit default swap, (iii) a contract that provides on an executory basis for the exchange, on a fixed or contingent basis, of one or more payments, based on the value of one or more interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind (e.g., commodity swaps and emissions swaps), (iv) a transaction that is, or in the future becomes, commonly known as a swap, or (v) any combination of, permutation of, or option on, any of the above. 

Exclusions to the Definition of Swap

Under the Proposed Act, the definition of “swap” excludes several types of transactions, such as: (i) listed futures and security futures, (ii) any sale of a nonfinancial commodity for deferred delivery, so long as such transaction is physically settled, (iii) any option on any security, certificate of deposit or group of index or securities that is subject to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), (iv) any option relating to foreign currency that is listed on a national securities exchange registered pursuant to the Exchange Act, (v) any contract or transaction providing for the purchase or sale of one or more securities on a fixed basis that is subject to the Securities Act and the Exchange Act, (vi) any contract or transaction providing for the purchase or sale of one or more securities on a contingent basis that is subject to the Securities Act and the Exchange Act (unless such contract or transaction predicates such purchase or sale on the occurrence of a bona fide contingency reasonably expected to affect or be affected by the creditworthiness of a party other than a party to the contract or transaction), (vii) any evidence of indebtedness (e.g., note or bond) that is a security as defined in the Securities Act, (viii) any contract or transaction entered into directly or through an underwriter (as defined in the Securities Act) by the issuer of such security for the purpose of capital raising, unless such contract or transaction is entered into in order to manage a risk associated with capital raising; (ix) foreign exchange swaps, (x) foreign exchange forwards, (xi) any contract or transaction in which a Federal Reserve bank or the U.S. government is a counterparty to such contract or transaction, and (xii) any security-based swap that is not also a swap. 

In addition to above exclusions, “identified banking products” (e.g., deposit accounts and saving accounts) would remain subject to the jurisdiction of the appropriate federal banking regulators unless a determination is made by such regulator (in consultation with the CFTC and/or the SEC) that the applicable identified banking product had been structured as a swap or a security-based swap or otherwise structured to evade the Commodity Exchange Act, the Securities Act or the Exchange Act.

The Proposed Act directs the CFTC and the SEC to jointly adopt rules to further define the terms “swap” and “security-based swap.”

Security-Based Swaps as a Security

The Proposed Act would give the SEC jurisdiction over security-based swaps by amending the definition of “security” in both the Exchange Act and Securities Act to include such security-based swaps.  Notably, under the Proposed Act, security-based swaps would be included for purposes of Section 13 of the Exchange Act (beneficial ownership reporting requirements) and Section 16 of the Exchange Act (company insider transactions).

Dealer and Major Market Participant Registration Requirements

The Proposed Act would require “swap dealers” and “major swap participants” to register with the CFTC and for “security-based swap dealers” and “major security-based swap participants” to register with the SEC.  In general, under the Proposed Act, both a “swap dealer” and a “security-based swap dealer” (collectively, “Dealers”) are persons engaged in the business of buying and selling swaps or security-based swaps, as applicable, for their own account (including through the use of a broker), but excludes persons who do not engage in such activity as part of their regular business.  A “Major swap participant” and “major security-based swap participant” (collectively, “Major Participants”) are persons that are not swap dealers or security-based swap dealers, as applicable, but who maintain a substantial net position in outstanding swaps (in the case of a major swap participant) or security-based swaps (in the case of a major security-based swap participant), other than to create and maintain an effective hedge under generally accepted accounting principles. 

The Proposed Act would require that all such registered Dealers and Major Participants: (i) meet certain minimum capital and margin requirements as prescribed jointly by the CFTC and SEC (for non-banks) or by the banking regulators (for banks), (ii) meet certain reporting and recordkeeping requirements, (iii) meet business conduct standards, (iv) meet documentation and back-office standards, and (v) comply with the requirements related to trading in swaps or security-based swaps, as the case may be, including the disclosure of information relating thereto, conflicts of interests and antitrust considerations. 

The Proposed Act directs the CFTC and the SEC to jointly adopt rules to further define the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” and “major security-based swap participant.”

Clearing and Exchange Trading of “Standardized” Swaps and Security-Based Swaps

The Proposed Act would require that, unless an exception is available: (i) standardized swaps be traded on a futures exchange or alternative swap execution facility (“ASEF”) regulated by the CFTC and cleared by a registered derivatives clearing organization registered with the CFTC, and (ii) standardized security-based swaps be traded on a national securities exchange or ASEF regulated by the SEC and cleared by a registered derivatives clearing organization registered with the SEC. 

The Proposed Act would create a presumption that an OTC derivative transaction is “standardized” if such transaction is accepted for clearing by a clearing organization registered with the CFTC or the SEC. The Proposed Act, however, does not define what it means to be “standardized”.  Instead, the Proposed Act directs the CFTC and SEC to jointly adopt rules to define the term “standardized, as broadly as possible” (in respect of both swaps and security-based swaps) taking into account elements such as: (i) which terms of the OTC derivatives trade, including price, are disseminated to third parties, (ii) the volume of transactions in such trades, (iii) the extent to which the terms of such trades are similar to other transactions that are centrally cleared, (iv) whether the differences in the terms of such trade, compared to other transactions that are centrally cleared, are of economic significance, and (v) any other factors the CFTC or SEC deem appropriate.  However, swaps or security-based swaps are not required to be cleared if: (i) no registered derivatives clearing organization will accept the swap or security-based swap, as the case may be, or (ii) if one of the counterparties to the swap or security-based swap, as the case may be, is not a Dealer or Major Participant and does not meet the eligibility requirements of a derivatives clearing organization that clears the relevant OTC derivatives transaction.  Notably, the Proposed Act seeks to encourage market participants to use “standardized” swaps by imposing higher capital and margin requirements for OTC derivatives transaction that are not standardized. 

As stated above, the Proposed Act would require that standardized swaps be traded on a designated contract market or an ASEF regulated by the CFTC and that standardized security-based swaps be traded on a national exchange or ASEF regulated by the SEC.  However, swaps or security-based swaps are not required to be traded as set forth above if: (i) no registered derivatives clearing organization will accept the swap or security-based swap, as the case may be, or (ii) one of the counterparties to the swap or security-based swap, as the case may be, is not a Dealer or Major Participant and does not meet the eligibility requirements of a derivatives clearing organization that clears the relevant OTC derivatives transaction.

OTC Derivative Transaction Repositories

The Proposed Act would establish a new organization referred to as a “swap repository” or “security-based swap repository” (each, a “Repository”) that would collect data with respect to swaps and security-based swaps and make available, on a confidential basis, data obtained by the Repository to certain regulators.  Each Repository would be required to be registered with the CFTC and/or SEC, as appropriate.  The Proposed Act directs the CFTC and SEC to jointly adopt uniform rules governing persons that are registered as Repositories and allows each agency to exempt a Repository from registration if such Repository is subject to comparable, comprehensive regulation by certain other regulators.  

Reporting and Recordkeeping Requirements

The Proposed Act would require the CFTC and SEC (or their designee) to make available to the public, in a manner that does not disclose the business transactions or market positions of any person, aggregate data on swap trading volume and positions. 

Under the Proposed Act, any person that enters into a swap or a security-based swap that is not cleared (and thus the data with respect to such transaction not being accepted by a repository), would be subject to the reporting and record keeping requirements prescribed by the applicable agency. 

Alternative Swap Execution Facilities

Under the Proposed Act, ASEFs would be required to register with the CFTC or SEC, as appropriate, and be required to: (i) comply with trading rules and procedures, (ii) have procedures to monitor trading abuses, and (iii) have rules and procedures for ensuring the financial integrity of the swaps or security-based swaps, as the case may be, entered into on such facility.  The Proposed Act would also require ASEFs to adhere to certain core principles regarding governance, emergency authority, position limits, recordkeeping, conflicts of interest, public reporting and reporting to participants. 

Position Limits

            The Proposed Act would allow the CFTC to establish limits on the aggregate number or amount of the position in contracts based upon the same underlying commodity (as defined by the CFTC) across: (i) contracts listed by designated contract markets, (ii) contracts traded on a foreign board of trade (“FBOT”) that provide participants in the U.S. with direct access to its electronic trading and order matching system, and (iii) swaps that perform or affect a significant price discovery with respect to regulated markets.   The SEC could establish limits with respect to: (i) securities traded on a U.S. exchange and (ii) security-based swaps that perform or affect a significant price discovery with respect to regulated markets.  In making a determination whether the relevant swap/security-based swap performs or affects a significant price discovery, the CFTC and SEC, as the case may be, shall consider: (i) if the swap/security-based swap relies on a daily or final settlement price, or other major price parameter of another related commodities contract/security, (ii) whether the swap/security-based swap is sufficiently related to the price of another contract/security to permit arbitrage, (iii) the extent to which the contract/security is directly based on or reference the price generated by the swap/security-based swap, (iv) the extent to which the volume of swaps/security-based swaps being traded in the contract/securities are sufficient to have a material affect on another contract/security, and (v) such other material factors as the CFTC and SEC, as applicable, shall determine. 

Foreign Boards of Trade

The Proposed Act would give the CFTC the authority to adopt rules requiring registration by a FBOT that provides participants located in the United States direct access to the FBOT’s electronic trading and order matching system. The Proposed Act would also prohibit a FBOT from providing participants located in the United States with direct access to the electronic trading and order matching systems of the FBOT (with respect to a contract that settles against the price of a contract listed for trading on a CFTC-registered entity) unless the FBOT meets certain standards of comparability to the requirements applicable to U.S. boards of trade.

Additional Requirements Applicable to Swaps and Security-Based Swaps

            The Proposed Act would make it unlawful for any person that is not an eligible contract participant to enter into: (i) a swap unless the swap is entered into on or subject to the rules of a regulated futures exchange, or (ii) a security-based swap unless the security-based swap is entered into on a national securities exchange.  The Proposed Act would also make it unlawful to sell security-based swaps to persons that are not eligible contract participants unless such transactions were registered under the Securities Act.  

Under current law, for an individual to be an eligible contract participant, he or she must have total assets in excess of $10 million.  Under the Proposed Act, an individual would be required to have at least $10 million in assets invested on a discretionary basis in order to be deemed an eligible contract participant.  In addition, the monetary investment threshold applicable to government entities would increase from $25 million invested on a discretionary basis to $50 million invested on a discretionary basis. 

Contact:

Brian Harms at brian.harms@troutmansanders.com