Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
ADVANCED TOPICS IN INVESTMENT MANAGEMENT
9:00 am – 9:05 amWelcome and Introduction
Presented by Michael S. Caccese
Mr. Caccese is one of three Practice Area Leaders of K&L Gates’
Financial Services practice, which includes the firm’s Investment
Management and Broker Dealer practice groups, and sits on the firm’s
Management Committee. Mr. Caccese focuses his practice in the areas
of investment management, including mutual funds, closed-end funds,
registered fund of hedge funds, hedge funds and separately managed
accounts, in addition to advising on investment management and brokerdealer regulatory compliance. Mr. Caccese also advises on structuring
investment management professional team “lift-outs” and “placement,”
“soft dollar” compliance, investment performance, the Global Investment
Performance Standards (“GIPS”), AIMR Performance Presentation
Standards (“AIMR-PPS”), and the CFA Soft Dollar Standards and the
Trade Management (Best Execution) Guidelines, along with other
investment management industry standards of practice. His focus is
on serving the needs of investment advisory firms of all sizes, including
helping them design and comply with the investment industry’s “best
practices” and policies, under GIPS, AIMR-PPS and Soft Dollar
Standards. He may be reached at 617.261.3133 or michael.caccese
@klgates.com.
9:05 am – 9:45 am Financial Industry Developments
Presented by Nicholas S. Hodge, Sean P. Mahoney and Paulo J. Marnoto
 Convergence of Private Equity Funds, Hedge Funds, and Registered Funds
 JOBS Act
 Dodd-Frank Act Investment Adviser and Material Fund Developments
 Registered Fund SEC Guidance Statements
OCIE Cybersecurity Risk Alert
Mr. Hodge is a partner in the Boston office and concentrates his practice
on securities law with a focus on investment management, hedge funds,
real estate investment trusts and partnerships, timber funds, complex
partnership reorganizations, tender offers, and mergers and acquisitions.
He has extensive experience in public and private offerings of securities,
SEC and FINRA regulatory requirements, and Investment Company and
Investment Advisers Act compliance. Mr. Hodge represents numerous
domestic and offshore hedge funds, ranging from startup funds to major
fund complexes. He may be reached at 617.261.3210 or nicholas.hodge
@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
Mr. Mahoney is a partner in the Boston office. His practice is focused
in the areas of finance, corporate law and financial services regulation.
He handles a broad array of finance and corporate transactions including
credit facility negotiation and documentation, debt financings, mergers,
asset acquisitions and dispositions, public and private securities
offerings, non-controlling investments in regulated organizations,
and bank and trust company formations. Additionally, he regularly
advises clients in various segments of the financial services industry
on regulatory issues arising at both the state and federal level including,
among other things, issues arising under banking laws, consumer
protection laws and privacy and information security laws. He has
represented clients before the Federal Deposit Insurance Corporation,
the Federal Reserve Board, the National Credit Union Administration,
Office of Comptroller of the Currency as well as state regulatory
agencies. He may be reached at 617.261.3202 or sean.mahoney@
klgates.com.
Mr. Marnoto is a partner in the Boston office. He focuses his practice
on private investment funds. Mr. Marnoto has extensive experience in
the areas of fund formation and fund investing, venture capital, buyout
and international transactions, general corporate law, securities
transactions, and securities law compliance. Mr. Marnoto has served
as outside counsel to several funds and funds-of-funds, investment
managers, and institutional investors with respect to investments,
securities transactions, and securities law compliance. He may be
reached at 617.261.3245 or paul.marnoto@klgates.com.
9:45 am – 10:15 am Money Market Fund Reform
Presented by Clair E. Pagnano and George P. Attisano
Ms. Pagnano is a partner in the Boston office and concentrates her
practice in the investment management area. She has experience
representing open- and closed-end investment companies and their
boards of directors. Ms. Pagnano advises mutual fund complexes on
regulatory and compliance matters including registration, proxy issues,
mergers and reorganizations. She has advised registered investment
companies on exemptive applications and no-action letter requests to
the SEC. Ms. Pagnano also has experience with Sarbanes-Oxley Act
requirements for registered investment companies. She may be
reached at 617.261.3246 or clair.pagnano@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
Mr. Attisano is counsel in the Boston office. His practice focuses on a
wide variety of issues under the Investment Company Act and the
Investment Advisers Act, and fund-related issues under the Securities
Act and Exchange Act, as well as NYSE and FINRA regulation. Mr.
Attisano has extensive experience with fund reorganizations and
liquidations. He assists registered fund clients in preparing a wide
variety of SEC disclosure filings, including registration statements and
supplements, proxy statements, information statements, shareholder
reports and XBRL filings. He has provided advice on fund governance,
including annual questionnaires and interested person issues. Mr.
Attisano has participated in fund board meetings as fund counsel and
as independent trustee counsel. He has advised funds and investment
advisers on developing new products and in connection with SEC staff
examinations, preparing responses to SEC inquiries and addressing
issues raised in SEC staff deficiency letters. He may be reached at
617.261.3240 or george.attisano@klgates.com.
10:15 am – 10:30 am Break
0:30 am – 11:15 am Broker-Dealer Regulatory Update
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Presented by Michael S. Caccese and Kenneth G. Juster
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High Frequency Trading
Crowd Funding
Marketing and Placement Agents
Broker-Dealer “Status” Issues for Private Funds
Mr. Juster, a partner in the Boston office, advises clients on all aspects
of compliance with federal and state laws and regulations and SRO
regulations applicable to broker-dealers, investment advisers, private
domestic and offshore investment funds, and registered funds. He
counsels clients on a wide variety of regulatory matters concerning
registered and private fund distribution; sales practices and trading;
design and implementation of supervisory and compliance programs;
review of existing policies and procedure; compliance with the net capital,
margin and customer protection rules; clearance and settlement issues;
soft dollar, directed brokerage and commission recapture programs;
introducing and clearing relationships; and matters related to advertising
and marketing, including marketing material reviews, training of legal,
compliance and sales personnel, and the development of internal policies
to address the marketing of securities products and investment advisory
services. He may be reached at 617.261.3296
or ken.juster@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
11:15 am – 11:45 am European Issues
Presented by C. Todd Gibson
AIFMD
UCITS
Mr. Gibson is a partner of the firm’s Investment Management Group,
and his practice focuses primarily on international aspects of investment
management services and globally-distributed fund products. His clients
include U.S. and non-U.S. investment managers, U.S. broker/dealers,
hedge funds, and private equity funds, and he acts as special U.S.
counsel to funds organized under the European UCITS directive.
Mr. Gibson also acts as fund counsel to U.S. registered investment
advisers and U.S. mutual funds registered under the Investment
Company Act of 1940. He also represented companies from various
industries on investment company status issues. He may be reached
at 617.261.3140, 412.355.8315 or todd.gibson@klgates.com.
11:45 am – 12:45 pm Lunch Break
12:45 pm – 1:30 pm Registered Fund Board of Directors and Fund Governance Issues
Presented by Mark P. Goshko and Clair E. Pagnano
 Valuation Matters—Recent Developments
 Section 36(b) Matters—Subadviser Suits
Mr. Goshko is a partner in K&L Gates’ Boston office. He focuses his
practice on investment management law, including the representation
of registered open- and closed-end investment companies, investment
company directors, unregistered hedge funds and other private
investment vehicles, investment advisers, broker-dealers and banks.
He deals regularly with the SEC, FINRA, the Commodity Futures
Trading Commission, the National Futures Association, the New York
Stock Exchange and other regulatory agencies and organizations. Mr.
Goshko counsels hedge funds and their advisers on a broad range of
issues and has extensive experience working with both onshore and
offshore hedge funds, as well as a variety of master-feeder funds and
funds of funds. He may be reached at 617.261.3163 or mark.goshko
@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
1:30 pm – 2:15 pm
SEC Asset Management Unit, SEC Focus Points
and Developments in Enforcement
Presented by Michael S. Caccese, Luke T. Cadigan and Nicholas S. Hodge
 Admissions by Registrants in SEC Settlements
 The SEC Whistleblower Program
 SEC Performance and Material Non-Public Information Enforcement Actions
Mr. Cadigan is a partner in the Boston office who is an experienced
trial attorney and litigator. He concentrates his practice on securities
enforcement matters, internal investigations, regulatory compliance,
and related litigation. Prior to joining K&L Gates, Mr. Cadigan was an
Assistant Director in the Enforcement Division of the Securities and
Exchange Commission, serving that role in both the Boston Regional
Office and in the SEC’s Foreign Corrupt Practices Act Unit. He managed
investigations conducted by staff attorneys and accountants into, among
other things, matters relating to investment advisers, broker-dealers,
insider trading, accounting fraud, offering fraud, and whistleblower
complaints. Before that, Mr. Cadigan spent seven years as an SEC
Senior Trial Counsel, trying and otherwise litigating cases in both
federal court and the SEC's administrative forum. He may be reached
at 617.261.3118 or luke.cadigan@klgates.com.
2:15 pm – 2:30 pm Break
2:30 pm – 3:00 pm CFTC and Derivative Developments
Presented by Michael W. McGrath and Skanthan Vivekananda
 Central Clearing
 SEFs—Year One
 Initial Margin Segregation
EMIR
 CPO/CTA Obligations and Exemptions
Mr. McGrath is a partner in the Boston office. He practices in the
area of investment management and securities law, and focuses on
counseling institutional investment firms, private fund managers,
commodity pool operators and broker-dealers in connection with
regulatory aspects of their U.S. and global operations. Mr. McGrath
also advises clients with respect to the structuring and operation of
mutual funds, hedge funds, and private equity funds. He may be
reached at 617.951.9123 or michael.mcgrath@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
Mr. Vivekananda, a partner in the Boston office, advises a wide variety
of financial institutions in connection with derivatives and structured
finance transactions, both from a transactional and regulatory
perspective. Among other things, Mr. Vivekananda counsels clients in
connection with bespoke derivatives products, such as swaps (including
interest rate, credit, foreign exchange and equity based swaps), futures,
options, securities lending agreements and repurchase agreements. A
large portion of Mr. Vivekananda's practice also concerns the formation
and structuring of cash and synthetic CDO and CLO vehicles and other
securitization vehicles. He may be reached at 617.951.9074 or
skanthan.vivekananda@klgates.com.
3:00 pm – 3:30 pm Alternative Products/Registered Funds with Alternative Strategies
Presented by Michael S. Caccese and George Zornada
 Alternative Funds “Sweep”
Mr. Zornada is a partner in the Boston office who practices investment
management and securities law. He regularly represents investment
advisers, open- and closed-end investment companies and their boards
of directors, and private investment entities such as hedge funds and
funds of funds. His practice includes a broad spectrum of regulatory
and transactional matters for investment advisers, investment
companies, boards of directors, onshore and offshore hedge funds
and funds of funds and their managers. Mr. Zornda is a member of
the Editorial Board of The Investment Lawyer. He may be reached at
617.261.3231 or george.zornada@klgates.com.
3:30 pm – 4:00 pm Special Issues for Closed-End Registered Funds
Presented by Clair E. Pagnano and Trayne S. Wheeler
Mr. Wheeler is a partner in K&L Gates’ Boston office. Mr. Wheeler’s
practice focuses on advising registered investment companies and
hedge funds, investment advisers, broker-dealers and other financial
service providers. Mr. Wheeler advises mutual fund complexes on
various regulatory and compliance matters including registration,
mergers and reorganizations, and negotiations with fund serviceproviders. Mr. Wheeler also has experience with the launching of new
mutual funds and hedge funds and has drafted numerous offering
documents and registration statements for open- and closed-end
investment companies. Mr. Wheeler has acted as Fund counsel and
independent director counsel for various mutual fund complexes. He
may be reached at 617.951.9068 or trayne.wheeler@klgates.com.
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Boston, Massachusetts
TUESDAY, DECEMBER 9, 2014
(All times Eastern Standard Time)
4:00 pm – 4:45 pm DOL, ERISA and Tax Developments
Presented by Mark J. Duggan and Joel D. Almquist
FATCA
 Hedge Fund “Stock Options”
 WAMCO Settlement
Mr. Duggan is a partner in the Boston office and focuses his practice
on investment management and collective fund issues, including
those faced by banks and trust companies and registered advisers.
He has experience with advisory and other regulatory issues relating
to separate accounts, bank-sponsored mutual funds, bank commingled
ERISA funds, common trust funds and other collective funds, including
formation, participant eligibility determinations, contract negotiations,
security selection and new product development. In addition, he
also advises clients with respect to regulatory investigations and
examinations involving regulators such as the SEC, the DOL, the
Federal Reserve and state regulators. He may be reached at
617.261.3156 or mark.duggan@klgates.com.
Mr. Almquist is a partner in the Boston office who counsels clients on a
full range of domestic and cross-border tax issues. Mr. Almquist advises
clients on the tax aspects of public and private asset management
transactions, including open-end and closed-end mutual funds, hedge
funds, private equity funds and funds involving special alternative
investment strategies. Representative offerings involve U.S. and
non-U.S. organized entities, master-feeder structures, fund-of-funds
strategies, notional principal contracts and other derivative products,
tax hybrid entities and other customized offshore structures. Mr. Almquist
also provides clients with tax advice in connection with acquisitions,
dispositions, reorganizations, financings and partnerships of every type
and structure, as well as providing family tax planning and representation
in tax controversies. In addition, Mr. Almquist’s corporate, finance and tax
practice includes the general representation of corporations, involving a
wide range of mergers and acquisitions, financing, real estate, licensing,
distribution, technology transfer, trade secret and regulatory matters.
Mr. Almquist also represents foreign companies and individuals and
advises them in structuring their business and investment enterprises
in the United States. He may be reached at 617.261.3104 or
joel.almquist@klgates.com.
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