Gregory J. Nowak

Gregory J. Nowak is a partner in the Philadelphia office of Pepper Hamilton LLP, where he concentrates his practice in securities law, particularly in representing investment management companies and other clients on matters arising under the Investment Company Act of 1940 and the related Investment Advisers Act of 1940. He also represents broker-dealers and CTA’s and CPO’s with respect to matters under the Securities Exchange Act of 1934 and the Commodity Exchange Act.

In addition, Mr. Nowak represents many hedge funds and other alternative investment funds in fund formation, investment and compliance matters, including compliance audits and preparation work. Mr. Nowak has represented a broad range of investment funds, from funds that use the traditional broad investment charters and invest globally in virtually any financial asset that can be readily traded, to specialty niche funds with narrowly defined investment strategies that invest in distressed debt and other illiquid securities. He also represents fund managers with products spanning both the private equity and hedge fund markets.

Mr. Nowak also handles mergers and acquisitions, tax matters for corporations and registered investment companies, and other corporate matters.

Representative securities engagements include:

• representing a client in its creation of a fund under the Term Asset-backed Securities Loan Facility (TALF) of the New York Federal Reserve Bank
• representing the collateral manager in the formation of over $11 billion in CDO and CLO transactions
• serving as general counsel to the fund manager of a $1 billion long-short hedge fund
• advising an investment management group on a $600 million all-synthetic collateral-debt offering
• advising an investment management group on a $500 million mezzanine asset-backed securities deal
• providing advice and counsel to the sponsor/manager of a $450 million fund of funds
• serving as general outside counsel to a fund manager regarding a hedge fund to invest in Israeli equities for sale to Israeli, European and U.S. investors
• advising on SEC compliance for an investment manager and broker-dealer client
• conducting compliance audits and company-wide compliance programs for client professionals.

Mr. Nowak also has represented hospitals, health care systems and health care providers and other health care entities as outside general counsel, and as special counsel in regulatory, corporate and transactional matters, business operations and many other issues.

Representative engagements for health care entities include:

• leading the team that created the Philadelphia Health and Education Corporation, also known as MCP Hahnemann University, out of the bankruptcy of the Allegheny Health and Education Research Foundation
• negotiating and drafting acquisition/divesture agreements for advisory businesses, including related employment agreements and compensation plans
• leading the team that represented the affiliates of the Sisters of Mercy in the creation of Catholic Health East
• leading the team that assisted in the reorganization of the Holy Redeemer Health System, a large, integrated health and social service delivery and financing system that operates a 299-bed hospital and medical center, a large home health and hospice service, a visiting nurse agency, a medical supply company, skilled nursing and assisted living facilities, a subsidized retirement community, a program that assists homeless women and children with transitional housing, a managed care organization and a physician practice management company.

Mr. Nowak writes and speaks frequently on issues involving investment management, health care and other matters. Mr. Nowak is the author of three books on hedge funds, Hedge Fund Agreements Line by Line – A User’s Guide to LLC Operating Contracts, 1st and 2nd Editions (the 2nd edition was published in September 2009) and Hedge Fund Disclosure Documents Line by Line – A User’s Guide to Confidential Private Placement Memoranda for Funds Formed as Limited Liability Companies. The books were published by Aspatore Publishing in 2004. Representative speaking engagements include:

• “How to Avoid Improperly Valuing Certain Securities,” 10th Annual Hard to Value Securities Conference, New York, NY (March 22-23, 2010)
• “Pay to Play,” Ground Hog Day Investment Forum, Philadelphia, PA (February 4, 2010)
• Compliance Roundtable, Philadelphia Compliance Officers Association, Philadelphia, PA (December 17, 2009)
• “He Madoff with My Money!! Avoiding Pitfalls and Advising Your Clients on Investment Matters,” Philadelphia Bar Association Probate & Trust Law Section Quarterly Meeting (October 6, 2009)
• “Distressed Debt,” Investment Company Institute Tax and Accounting Conference, Orlando, FL (September 14, 2009)
• “Credit Markets - - where do we go from here?” PAPERS Conference, Harrisburg, PA (May 4, 2009)
• “Fiduciary Duty and the Madoff Scandal,” Philadelphia Estate Planning Council, Philadelphia, PA (February 24, 2009)
• “Anatomy of the Credit Meltdown,” Ground-Hog Day Investment Forum, Philadelphia, PA (February 5, 2009)
• “Hedge Fund Taxation A-Z Part II - Tax Consequences of Withdrawals and Contributions,” Financial Research Associates, LLC & The Hedge Fund Business Operations Association - The 10th Annual Effective Hedge Fund Tax Practices, New York, NY (January 23, 2009)
• Hedge Fund Valuations, Financial Research Associates, LLC, New York, NY (November 20-21, 2008)
• “Update on The Ongoing Credit Crisis,” Commonwealth of Pennsylvania County Controllers Conference, Harrisburg, PA (November 19, 2008)
• “Compliance, Valuation Committee and Internal Audit Staff: Defining Internal Responsibilities,” Financial Research Associates, LLC - The 9th Summit on: Valuation of Hard-To-Value Securities & Portfolios, New York, NY (November 17-18, 2008)
• “Challenges of the Dually Registered Firm,” First Clearing, LLC - Fall 2008 Compliance Roundtable, Washington D.C. (November 13-14, 2008)
• “Examine the Role of Compliance, Pricing Committee, Operations and Internal Audit in Verifying Proper Pricing,” 8th Annual Hard to Value Securities and Portfolios Conference, chair and panelist, New York, NY (June 23-24, 2008)
• “Hedge Funds and Investment Management Update,” Pepper Hamilton, Pinnacle Fund Administration and Deloitte Program, Costa Mesa, CA (June 19, 2008)
• “Hedge Funds and Investment Management Update,” Pepper Hamilton, Pinnacle Fund Administration and Herbert L. Jamison & Co. Program, New York, NY (June 13, 2008)
• “FAS 157 and Valuation Issue – Regulatory Response,” Houlihan Lokey Program, New York, NY (May 2008)
• “A Closer Look at FAS 157: Examining the New Standards for Measuring Fair Value,” panelist, Deloitte and Houlihan Lokey Program, Beverly Hills, CA (May 2008)
• “Anatomy of the Recent Credit Meltdown and its Impact on Investment Companies,” panel chair, American Bar Association’s Section of Taxation Meeting (May 2008)
• “Anatomy of a Credit Melt Down,” Emerald Asset Management Ground Hog Day Investment Forum (February 2008)
• “Best Practices in Pricing and Valuation Verification and review for Complex and Illiquid Securities,” presented as part of a panel on “Explore the Role of Compliance, Pricing Committee and/or Internal Audit Staff in Verifying Proper Pricing” at the 6th Annual Valuation of Hard-to-Value Securities and Portfolios (June 2007)
• “Matrix Pricing -- Does it work? Pricing total return swaps and other derivatives,” 8th Annual Investment Adviser Compliance Forum (May 2007)
• “Exotic Fixed Income & Derivative Instruments: Valuation & Best Execution,” 8th Annual Investment Adviser Compliance Forum (May 2007)
• “Best Execution Workshop,” chair of workshop with industry and government presenters, 5th Annual Best Execution Symposium (February 2007)
• “Private Funds Update – Section 409A and Deferred Compensation and Use of B-Spokes by RICs and Hedge Funds in light of Recent IRS Ruling Activity,” panelist, American Bar Association Tax Section Mid Winter Meeting, Investment Company Committee (January 2007)
• “Best Practices in Pricing and Valuation Verification and Review for Complex and Illiquid Securities,” panelist, 5th Annual Valuation of Hard-to-Value Securities and Portfolios Conference (November 30, 2006)
• “Hedge Fund Investments for ERISA Plans and Government Plans,” Institutional Investor’s ERISA Roundtable (November 2005)
• “Valuation Practices and Compliance Issues,” 3rd Annual Hard to Value Securities Conference (November 2005)
• "Selling … and Setting up a Broker Dealer,” Institutional Investor’s Hedge Fund Business Models to Grow Your Business Conference (October 2005)
• “Hedge Fund and Investment Adviser Update,” ABA Tax Section Meeting (September 2005)
• “New Product Development,” The Investment Company Institute’s Tax and Accounting Conference (September 2005)
• “Use of Side Letters and Special Arrangements,” Investor Conference on Hedge Fund Best Practices (May 2005)
• “Hedge Fund Registration -- An Engine for Growth,” The Lipper Hedge World Conference in New York (April 2005)
• “Fiduciary Duties of Nonprofit Boards in Rethinking Investment Strategies for Investments in Hedge Funds and Other Alternative Investments,” Pennsylvania Bar Institute Health Law Institute (March 2005)
• “Soft Dollars and Fund Governance,” chairman of panel discussion, Emerald Ground Hog Day Seminar (February 2005)
• “Managing the Legal and Regulatory Risks for Hedge Funds,” AIMR Hedge Fund Management Conference (2004)
• “Current Tax Developments,” The Investment Company Institute’s Tax and Accounting Conference (September 2003).

Mr. Nowak is active in professional and civic organizations. He was chairman of the American Bar Association Tax Section’s Regulated Investment Company Committee from 1995 to 1997, and chairman of the Philadelphia Bar Association Tax Section’s Exempt Organizations Committee from 1998 to 1999. He is the vice chair of the board of directors of the Pennsylvania Economy League and a member of the board of directors of the Economy League of Greater Philadelphia. He also is a member of the management steering committee of Issues PA, a statewide project of the Pennsylvania Economy League that provides issues-focused pieces facing the electorate. He is a member of the Ambassadors’ Circle of St. Mary Medical Center Foundation; the finance council of St. Philip Neri Church; and the board of directors of the Colonial Soccer Club Inc.

Mr. Nowak joined Pepper from Gartmore Global Investments, Inc., an asset management subsidiary of Nationwide Mutual Insurance Company. Mr. Nowak was Gartmore’s executive vice president for mergers and acquisitions, responsible for all aspects of acquisitions of investment advisory firms. He also was instrumental in developing and managing Gartmore’s hedge fund business, and in developing a compliance module that allows Gartmore to manage alternative assets such as hedge funds along with traditional investment products. Before joining Gartmore, Mr. Nowak was in private practice as a partner in another large, center city Philadelphia law firm.

Mr. Nowak is admitted to practice in Pennsylvania, New Jersey and New York and before the U.S. Tax Court.

Education
B.A. 1981, maxima cum laude, LaSalle College
J.D. 1984, Cornell Law School
LL.M. 1988 New York University School of Law

Bar Admissions
Admitted to practice in Pennsylvania, New Jersey and New York