WEDNESDAY, NOVEMBER 7, 2007
(All times Eastern Standard Time)
10:00 am – 10:15 am WELCOME AND OVERVIEW OF PROGRAM
Presented by: Arthur C. Delibert
Mr. Delibert represents and advises open- and closed-end investment companies, investment advisers, investment company independent trustees, and fund distributors. Mr. Delibert is responsible for organizing the firm’s
Investment Management Training Seminar. Reach him on: 202.778.9042 or arthur.delibert@klgates.com.
10:15 am – 11:00 am OVERVIEW OF THE INVESTMENT COMPANY COMPLEX
Presented by: Catherine S. Bardsley
Ms. Bardsley’s practice focuses on investment management matters under the federal securities laws and the Employee Retirement Income Security Act of
1974 (“ERISA”), including mutual funds, insurance company products, investment advisers and their affiliates. Her practice also includes the issues of fidu ciary responsibility that arise when the provision of financial services to plans subject to ERISA involves multiple services, transactions with affiliated parties and/or “alliances” for the offering of investment alternatives to plans. She may be reached at 202.778.9289 or catherine.bardsley@klgates.com.
11:00 am – 12:00 pm ORGANIZING AN INVESTMENT COMPANY, REGISTERING ITS SHARES
AND MAINTAINING A CONTINUOUS OFFERING
Presented by: Ndenisarya M. Meekins
• Forms of Organization
• Registration of Shares on Form N–1A and Form N–2
• 1940 Act Requirements—Capitalization, Independent Directors & Shareholder Approvals
Ms. Meekins’s practice consists principally of representing investment companies and investment advisory firms as to regulatory and compliance issues, including issues related to federal securities law disclosure and SEC registration, as well as in connection with business transactions. She has drafted registration statements, proxy statements, SEC exemptive applications, and legal documents relating to the formation and termination of corporate entities and investment companies. Reach her on 202.778.9021 or ndenisarya.meekins@ klgates.com.

WEDNESDAY, NOVEMBER 7, 2007 (cont.)
(All times Eastern Standard Time)
12:00 pm – 1:00 pm LUNCH AND LEGISLATIVE UPDATE DISCUSSION
Presented by: Bruce J. Heiman and the K&L Gates Public Policy Group
Mr. Heiman concentrates his practice in the technology, trade, transportation and postal industries, representing companies and organizations before
Congress and federal agencies. He regularly assists clients pursue legislation, helps them with the regulatory implementation of enacted laws, and pursues their interests in industry meetings as well as government negotiations. He served as legislative director and trade counsel to U.S. Senator Daniel Patrick
Moynihan of New York from 1984 to 1987. Reach him on: 202.778.3935 or bruce.heiman@klgates.com.
1:00 pm – 1:15 pm WELCOME TO ADVANCED PROGRAM
Presented by: Arthur C. Delibert
Mr. Delibert represents and advises open- and closed-end investment companies, investment advisers, investment company independent trustees, and fund distributors. Mr. Delibert is responsible for organizing the firm’s
Investment Management Training Seminar. Reach him on: 202.778.9042 or arthur.delibert@klgates.com.
1:15 pm – 2:45 pm DUTIES AND RESPONSIBILITIES OF INVESTMENT ADVISERS:
INVESTMENT POLICIES AND LIMITATIONS; TRANSACTIONS WITH AFFILIATES
Presented by: Alan C. Porter and Mark C. Amorosi
• Duties of Investment Advisers
• The Investment Objective of a Fund
• Fundamental and Non-Fundamental Investment Policies and Limitations
• Transactions with Affiliates
• Codes of Ethics
Mr. Porter has more than 20 years of experience representing financial services companies, principally registered investment companies and investment advisers. His practice includes advising clients regarding a variety of regulatory and corporate matters, as well as representation of fund independent directors/trustees. Reach him on: 202.778.9186 or alan.porter@klgates.com.
Mr. Amorosi focuses on investment management matters, with an emphasis on advising registered investment companies and investment advisers on various regulatory and compliance matters, including the organization, registration and operation of investment companies. Prior to joining Kirkpatrick & Lockhart
Nicholson Graham LLP, Mr. Amorosi worked in the Division of Investment
Management at the SEC, where he held the positions of Special Counsel
(1998-1999), Branch Chief (1997-1998) and Attorney Adviser (1994-1997).
Reach him on: 202.778.9351 or mark.amorosi@klgates.com.

WEDNESDAY, NOVEMBER 7, 2007 (cont.)
(All times Eastern Standard Time)
2:45 pm – 3:30 pm THE FUND’S BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
Presented by: Arthur C. Delibert
• What Do They Do?
• Qualifications for Office
• General Fiduciary Duties
• Special Responsibilities Under the 1940 Act
• Independence Issues
• Audit Committee Responsibilities Under Sarbanes-Oxley
Mr. Delibert represents and advises open- and closed-end investment companies, investment advisers, investment company independent trustees, and fund distributors. Mr. Delibert is responsible for organizing the firm’s
Investment Management Training Seminar. Reach him on: 202.778.9042 or arthur.delibert@klgates.com.
3:30 pm – 3:45 pm BREAK
3:45 pm – 4:30 pm COMPLIANCE, REPORTING AND RECORDKEEPING REQUIREMENTS
Presented by: Fatima S. Sulaiman
• Compliance programs and CCOs – Rule 38a–1
• Required reports to the SEC and shareholders
• Maintenance of records
Ms. Sulaiman’s practice consists principally of representing investment companies and investment advisory firms as to regulatory and compliance issues, including issues related to federal securities law disclosure and
SEC registration, as well as in connection with business transactions. She has drafted registration statements, proxy statements, SEC exemptive applications, and legal documents relating to the formation and termination of corporate entities and investment companies. Reach her on 202.778.9223 or fatima.sulaiman@klgates.com.

WEDNESDAY, NOVEMBER 7, 2007 (cont.)
(All times Eastern Standard Time)
4:30 pm – 5:15 pm MUTUAL FUND PRICING AND FAIR VALUATION
Presented by: Fatima S. Sulaiman
• Daily, Forward Pricing Requirement—Rule 22c–1
• Market and Fair Value Determinations—Section 2(a)(41) and Rule 2a–4
• Correction of Pricing Errors
Ms. Sulaiman’s practice consists principally of representing investment companies and investment advisory firms as to regulatory and compliance issues, including issues related to federal securities law disclosure and
SEC registration, as well as in connection with business transactions. She has drafted registration statements, proxy statements, SEC exemptive applications, and legal documents relating to the formation and termination of corporate entities and investment companies. Reach her on 202.778.9223 or fatima.sulaiman@klgates.com.
5:15 pm – 5:45 pm SPECIAL REQUIREMENTS FOR MONEY MARKET FUNDS (RULE 2a–7)
Presented by: Arthur C. Delibert
Mr. Delibert represents and advises open- and closed-end investment companies, investment advisers, investment company independent trustees, and fund distributors. Mr. Delibert is responsible for organizing the firm’s
Investment Management Training Seminar. Reach him on: 202.778.9042 or arthur.delibert@klgates.com.

THURSDAY, NOVEMBER 8, 2007
(All times Eastern Standard Time)
8:00 am – 8:30 am BREAKFAST
8:30 am – 9:30 am HOT TOPICS ON RECENT DEVELOPMENTS
Presented by: Diane E. Ambler, Arthur C. Delibert, William A. Schmidt, Lori L. Schneider,
Donald W. Smith, George J. Zornada and Robert Zutz
Ms. Ambler has substantial experience in financial institution regulation under federal securities laws, including the USA PATRIOT Act and the
Sarbanes-Oxley Act. She focuses her practice on mutual fund governance, compliance activities of mutual funds, private funds and variable insurance product issuers and distributors, and activities of related service providers.
Reach her on: 202.778.9886 or diane.ambler@klgates.com
Mr. Delibert represents and advises open- and closed-end investment companies, investment advisers, investment company independent trustees, and fund distributors. Mr. Delibert is responsible for organizing the firm’s
Investment Management Training Seminar. Reach him on: 202.778.9042 or arthur.delibert@klgates.com.
Mr. Schmidt works in the areas of institutional investing and employee benefits, with particular emphasis on fiduciary responsibility matters under the Employee Retirement Income Security Act of 1974 (“ERISA”). Mr.
Schmidt advises major financial institutions, including banks, insurance companies, registered investment advisers and large employee benefit plans, about ERISA restrictions relating to plan investments and to fee arrangements for investment management and plan administrative services.
Reach him on: 202.778.9373 or william.schmidt@klgates.com.
Ms. Schneider’s practice focuses on regulatory and compliance issues affecting investment companies, investment advisory firms and investment company independent directors. She also represents and advises clients as to investment adviser acquisitions and investment company reorganizations.
Reach her on: 202.778.9305 or lori.schneider@klgates.com. continued

THURSDAY, NOVEMBER 8, 2007 (cont.)
(All times Eastern Standard Time)
Mr. Smith concentrates his practice on investment management and mutual fund law. He serves as counsel to registered investment companies and their boards of directors, with a particular focus on bank- affiliated investment companies. In addition to providing regulatory and compliance counseling on routine and complex operational issues, he advises registered investment company and investment adviser clients on the impact of the rapidly changing regulatory landscape. His experience also extends to trust and investment management activities of banks and their affiliates, as well as questions arising from the other securities ac tivities of banking institutions. Reach him on: 202.778.9079 or donald.smith@klgates.com.
Mr. Zornada practices inestment 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 employees’ securities companies. 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 their managers and advice to industrial and technology companies on their status under the Investment Company Act of 1940. Reach him on: 617.261.3231 or george.zornada@klgates.com.
Mr. Zutz has primary responsibility for the day-to-day representation of numerous mutual funds and/or their Boards of Directors or Trustees, and he assists in the representation of various other funds and their managers.
He was a member of the Securities and Exchange Commission staff for over five years, including service in the Division of Investment Management and as Legal Counsel to a Commissioner. Reach him on: 202.778.9059 or robert.zutz@klgates.com.
9:30 am – 10:15 am DISTRIBUTION OF MUTUAL FUND SHARES
Presented by: Francine J. Rosenberger
• Distribution Financing Arrangements (Sales Loads/Rule 12b–1 Plans)
• Section 22(d) and Rule 12b–1
• NASD Limitations
• Multiple Class/Master-Feeder Arrangements
Ms. Rosenberger concentrates on compliance, regulatory and transactional matters involving mutual funds, closed-end funds, exchange traded funds
(ETFs) and investment advisers. Reach her on: 202.778.9187 or francine.rosenberger@klgates.com.

THURSDAY, NOVEMBER 8, 2007 (cont.)
(All times Eastern Standard Time)
10:15 am – 10:30 am BREAK
10:30 am – 11:00 am MUTUAL FUND ADVERTISING
Presented by: George J. Zornada
• Restrictions on Advertising
• Advertising Rules—Rule 134, Rule 135a and Rule 482
• Performance Advertising
• NASD Role
Mr. Zornada practices inestment 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 employees’ securities companies. 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 their managers and advice to industrial and technology companies on their status under the Investment Company Act of 1940. Reach him on: 617.261.3231 or george.zornada@klgates.com.
11:00 am – 11:45 am PORTFOLIO BROKERAGE PRACTICES
Presented by: Robert Zutz
• “Best Price and Execution” Duty
• Trade Allocation Matters
• “Soft Dollars” and Directed Brokerage Arrangements
Mr. Zutz has primary responsibility for the day-to-day representation of numerous mutual funds and/or their Boards of Directors or Trustees, and he assists in the representation of various other funds and their managers.
He was a member of the Securities and Exchange Commission staff for over five years, including service in the Division of Investment Man agement and as Legal Counsel to a Commissioner. Reach him on:
202.778.9059 or robert.zutz@klgates.com.
11:45 am – 12:15 pm SECURITIES LENDING
Presented by: Robert A. Wittie
Mr. Wittie concentrates in financial transactions and the regulation of investment companies and financial institutions. He represents mutual funds, securities firms and other financial services clients in connection with a range of matters, including secured credit, equity and structured finance, regulatory compliance and documentation issues, electronic commerce, privacy, anti-money laundering and legislative matters.
Reach him at 202.778.9066 or robert.wittie@klgates.com.

THURSDAY, NOVEMBER 8, 2007 (cont.)
(All times Eastern Standard Time)
12:15 pm – 1:00 pm LUNCH
1:00 pm – 1:45 pm OVERVIEW OF FEDERAL TAX ASPECTS AFFECTING MUTUAL FUNDS
Presented by: Theodore L. Press
Mr. Press’ practice focuses on federal and state income tax matters involving financial institutions and other corporations, private investment and other partnerships and limited liability companies (including “hedge funds”), other “pass-through” entities (including regulated investment companies, common and collective trust funds, and group trusts), and individuals
(including U.S. citizens, as well as resident and nonresident aliens).
Reach him on: 202.778.9025 or ted.press@klgates.com.
1:45 pm – 2:15 pm ERISA ISSUES
Presented by: William A. Schmidt
Mr. Schmidt works in the areas of institutional investing and employee benefits, with particular emphasis on fiduciary responsibility matters under the Employee Retirement Income Security Act of 1974 (“ERISA”). Mr.
Schmidt advises major financial institutions, including banks, insurance companies, registered investment advisers and large employee benefit plans, about ERISA restrictions relating to plan investments and to fee arrangements for investment management and plan administrative services.
Reach him on: 202.778.9373 or william.schmidt@klgates.com.
2:15 pm – 2:45 pm ANTI-MONEY LAUNDERING
Presented by: Beth R. Kramer and András P. Teleki
Ms. Kramer focuses her practice in the investment management and securities field. She regularly advises registered investment companies, investment advisers, private domestic and offshore investment funds and financial institutions on structuring, organization, distribution, compliance, anti-money laundering, and other regulatory issues. Reach her on
212.536.4024 or beth.kramer@klgates.com.
Mr. Teleki focuses his practice on regulatory compliance issues facing registered investment companies, broker-dealers, and insurance companies with respect to variable insurance products. He frequently works on developing anti-money laundering solutions for banks, asset management and insurance company clients and is a frequent speaker on this topic.He also has experience in corporate governance issues.
Reach him on 202.778.9477 or andras.teleki@klgates.com.

THURSDAY, NOVEMBER 8, 2007 (cont.)
(All times Eastern Standard Time)
2:45 pm – 3:15 pm VARIABLE INSURANCE PRODUCTS
Presented by: András P. Teleki
Mr. Teleki focuses his practice on regulatory compliance issues facing registered investment companies, broker-dealers, and insurance companies with respect to variable insurance products. He frequently works on developing anti-money laundering solutions for banks, asset management and insurance company clients and is a frequent speaker on this topic.He also has experience in corporate governance issues.
Reach him on 202.778.9477 or andras.teleki@klgates.com.
3:15 pm – 3:30 pm BREAK
3:30 pm – 4:10 pm CLOSED-END FUNDS
Presented by: Mark P. Goshko and Clair E. Pagnano
Mr. Goshko 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, the NASD, the Commodity Futures Trading
Commission, the National Futures Association, the New York Stock
Exchange and other regulatory agencies and organizations. Reach him on:
617.261.3163 or mark.goshko@klgates.com.
Ms. Pagnano 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
Securities and Exchange Commission. Ms. Pagnano also has experience with Sarbanes-Oxley Act requirements as they relate to registered investment companies. Reach her on: 617.261.3246 or clair.pagnano@klgates.com.

THURSDAY, NOVEMBER 8, 2007 (cont.)
(All times Eastern Standard Time)
4:10 pm – 4:50 pm EXCHANGE TRADED FUNDS (ETF’s)
Presented by: Stacy Fuller and Francine J. Rosenberger
Ms. Fuller’s focus is on serving the needs of investment advisory firms of all sizes with a particular emphasis on ETFs, closed-end funds and funds of funds. Ms. Fuller recently joined the firm from the SEC, where she held various positions in the Office of General Counsel and the Division of
Investment Management. In addition, Ms. Fuller provides counsel on the legal issues that arise in connection with incentive compensation plans of Business
Development Companies (BDCs) and with the waiver process under section
9(c) of the 1940 Act. Reach her on: 202.778.9475 or stacy.fuller@klgates.
com.
Ms. Rosenberger concentrates on compliance, regulatory and transactional matters involving mutual funds, closed-end funds, exchange traded funds
(ETFs) and investment advisers. Reach her on: 202.778.9187 or francine.rosenberger@klgates.com.
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