WEDNESDAY, NOVEMBER 4, 2009
(All times Eastern Standard Time)
10:00 am – 10:15 am
WELCOME AND OVERVIEW OF PROGRAM
Presented by: Diane E. Ambler
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.
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 a range of regulatory issues for mutual
funds, insurance company products, investment advisers and their affiliates.
Her practice also includes the issues of fiduciary 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 – Noon ORGANIZING AN INVESTMENT COMPANY, REGISTERING ITS SHARES
AND MAINTAINING A CONTINUOUS OFFERING
Presented by: Franklin H. Na
• Forms of Organization
• Registration of Shares on Form N–1A and Form N–2
• 1940 Act Requirements—Capitalization, Independent Directors & Shareholder Approvals
Mr. Na is an associate in the Investment Management group. He advises and represents clients on issues related to federal securities law disclosure and SEC registration as well as investment company transactions. Mr. Na has drafted registration statements and proxy statements, as well as legal documents relating to the formation, reorganization and termination of investment companies. Reach him on 202.778.9473 or frank.na@klgates.
com.
WEDNESDAY, NOVEMBER 4, 2009 (cont.)
(All times Eastern Standard Time)
Noon – 12:55 pm
LUNCH AND POLICY GROUP PRESENTATION
Presented by: Daniel F.C. Crowley
Mr. Crowley is a partner in the firm’s Washington, D.C. office. He has a
broad public policy background, particularly on financial services, capital
markets and retirement security issues. Prior to joining K&L Gates, Mr. Crowley was Chief Government Affairs Officer at the Investment Company Institute, the national association of the mutual fund industry. Previously, Mr. Crowley was Vice President and Managing Director, Office
of Government Relations, the Nasdaq Stock Market, Inc. (NASDAQ). He joined NASDAQ after managing government relations during the spin-off of NASDAQ from its former parent, the National Association of
Securities Dealers, Inc. (NASD). Before joining NASD as Vice President,
Governmental Affairs, Mr. Crowley served for eight years in the U.S. House
of Representatives in increasingly senior staff positions, including: General
Counsel, Office of the Speaker; General Counsel, Committee on House Oversight; and Minority Counsel, Committee on House Administration.
Reach him on 202-778-9447 or dan.crowley@klgates.com
12:55 pm – 1:00 pm
WELCOME TO ADVANCED PROGRAM
Presented by: Diane E. Ambler
1:00 pm – 2:10 pm DUTIES AND RESPONSIBILITIES OF INVESTMENT ADVISERS:
INVESTMENT POLICIES AND LIMITATIONS; TRANSACTIONS WITH AFFILIATES
Presented by: Alan C. Porter and Mark C. Amorosi
• The Investment Objective of a Fund
• Fundamental and Non-Fundamental Investment Policies and Limitations
• Transactions with Affiliates
• Duties of Investment Advisers
• Codes of Ethics
Mr. Porter has more than 25 years of experience representing financial services
companies, principally registered investment companies and investment
advisers. His practice includes advising clients on 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 concentrates on investment company and investment adviser
regulatory and transactional issues and securities law issues relating to investment products issued by insurance companies, including variable annuities and variable life insurance. Mr. Amorosi also counsels investment
company administrators, broker-dealers and transfer agents on related issues. Prior to joining K&L Gates, 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 4, 2009 (cont.)
(All times Eastern Standard Time)
2:10 pm – 2:55 pmMUTUAL FUND PRICING AND FAIR VALUATION
Presented by: Michelle Y. Mesack
• 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. Mesack’s practice consists principally of the representation of investment companies, investment company independent directors and investment advisers on regulatory and compliance issues, including issues related to federal securities law disclosure and SEC registration, as well as business transactions. Ms. Mesack has drafted registration statements, proxy statements and SEC exemptive applications, as well as legal documents relating to the formation and termination of corporate
entities and investment companies. Reach her on 202.778.9405 or michelle.mesack@klgates.com.
2:55 pm – 3:10 pm
BREAK
3:10 pm – 3:55 pm SPECIAL REQUIREMENTS FOR MONEY MARKET FUNDS (RULE 2a–7)
Presented by: Clair Pagnano
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 SEC. Ms. Pagnano also has experience with Sarbanes-Oxley Act requirements for registered investment companies. Reach her on: 617.261.3246 or clair.pagnano@klgates.com.
3:55 pm – 4:40 pm COMPLIANCE, REPORTING AND RECORDKEEPING REQUIREMENTS
Presented by: Beth R. Kramer
• Compliance programs and CCOs ­– Rule 38a–1
• Required reports to the SEC and shareholders
• Maintenance of records
Ms. Kramer is a partner in the New York office and has substantial experience 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 a variety of compliance and regulatory matters as well as structuring,
organization and distribution. She may be reached at 212.536.4024 or beth.kramer@klgates.com.
WEDNESDAY, NOVEMBER 4, 2009
(All times Eastern Standard Time)
4:40 pm – 5:25 pm
THE FUND’S BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
Presented by: Molly Moynihan
• What Do They Do?
• Qualifications for Office
• General Fiduciary Duties
• Special Responsibilities Under the 1940 Act
• Independence Issues
• Audit Committee Responsibilities Under Sarbanes-Oxley
Ms. Moynihan concentrates her practice on counseling registered and unregistered investment companies and mutual fund boards of directors.
She is noted for the representation of foreign private issuers and depositary
banks in structuring their depositary receipt programs. Prior to joining the firm, she was general counsel of AFL-CIO Housing Investment Trust, a $3.7 billion registered investment company. Her office handled structuring issues relating to mortgage-backed securities and major real
estate transactions. In addition, she was responsible for the company’s regulatory filings, compliance with federal securities laws, including the Investment Company Act, the Securities Exchange Act and the Investment Advisers Act, liaison with the Board of Trustees and general
corporate matters. Previously, Ms. Moynihan was an attorney in the London, New York and Washington, D.C. offices of a large international
law firm, where she represented clients in investment management and in connection with U.S. and international debt and equity offerings. Reach her on: 202.778.9058 or molly.moynihan@klgates.com.
THURSDAY, NOVEMBER 5, 2009
(All times Eastern Standard Time)
8:30 am – 10:00 am
HOT TOPICS ON RECENT DEVELOPMENTS
Presented by: Diane E. Ambler, Clair E. Pagnano, Eric Purple, Bruce Rosenblum, Robert A. Wittie and George J. Zornada
Mr. Purple counsels registered investment companies and other pooled investment vehicles, investment advisers and independent fund directors on matters arising under U.S. federal securities laws, particularly the Investment Company Act of 1940. He served for eight years in the Division
of Investment Management of the SEC where he was engaged in a wide
range of investment company and investment adviser issues, and he participated in the grant of no-action relief under the federal securities laws.
He also had significant involvement in the staff’s oversight of the regulation
of business development companies. Previously, he was the Compliance Officer of the Rydex Funds, and was in-house counsel to a financial services
start-up that was subsequently acquired by a predecessor company of TD
Ameritrade. Reach him at 202.778.9220 or eric.purple@klgates.com.
Mr. Rosenblum concentrates his practice on the representation of investment
companies, their independent directors and investment advisors. He served
as a director and senior counsel at Deutsche Asset Management/Scudder
Investments, where he provided counseling on matters related to the operations of approximately 180 investment companies, including mutual funds,
closed-end funds and specialty funds utilizing complex derivatives strategies. He served as the lead in-house lawyer supervising the development,
organization and launch of new funds and acted as a regulatory liaison to
the SEC and counseled fund directors, investment advisors and fund officers
on compliance, valuation, fund accounting and third-party service provider
matters. Mr. Rosenblum was a partner in a Washington, D.C. law firm that
represented insurance companies and mutual fund boards on various matters
related to the development, organization and distribution of variable annuity
and variable life insurance products. Mr. Rosenblum served eight years as
an attorney with the SEC. He served as counsel to Commissioner Mary L.
Shapiro and Commissioner J. Carter Beese, Jr. and as a staff attorney in both
the Division of Enforcement and the Division of Corporation Finance. Reach
him at 202.778.9239 or bruce.rosenblum@klgates.com
Mr. Wittie concentrates his practice on 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 5, 2009 (cont.)
(All times Eastern Standard Time)
Mr. Zornada 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. Reach him on: 617.261.3231 or george.zornada@klgates.com.
10:00 am – 10:45 am
CLOSED-END FUNDS
Presented by: Clair Pagnano and Stacy Winick
Ms. Winick concentrates her practice in corporate and investment management matters. As counsel to investment companies and investment advisers on
regulatory and securities law matters, she counsels on issues arising under the
Investment Company Act of 1940 and the Investment Advisers Act of 1940.
Ms. Winick rejoined the firm after serving as Vice President and Senior Legal
Counsel to Stein Roe & Farnham Incorporated, previously a Chicago-based
investment management firm, where she had primary responsibility for the
securities law compliance of approximately 40 mutual funds. Reach her on:
202.778.9252 or stacy.winick@klgates.com.
10:45 am – 10:55 am
BREAK
10:55 am – 11:25 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
THURSDAY, NOVEMBER 5, 2009 (cont.)
(All times Eastern Standard Time)
11:25 am – Noon
DISTRIBUTION OF MUTUAL FUND SHARES
Presented by: Susan Gault-Brown
Ms. Gault-Brown focuses on a variety of regulatory, transactional, and counseling matters involving the federal securities laws and ERISA. Ms. Gault-Brown advises participants in the financial services industry, including investment advisers, private funds, registered open-end and closed-end funds, business development companies, investment banks, and brokerage firms. She joined the firm after three years at the Securities
and Exchange Commission where she was a senior counsel in the Division
of Investment Management’s Office of Chief Counsel. At the SEC, Ms.
Gault-Brown provided formal and informal interpretive guidance concerning
the Investment Company Act and the Investment Advisers Act to registered
and unregistered investment advisers, registered funds, private funds, commodity pools, and foreign securities and pension regulators. Reach her
on: 202.778-9083 or susan.gaultbrown@klgates.com.
Noon– 12:30 pm SECURITIES LENDING
Presented by: Robert A. Wittie
12:30 pm – 1:15 pm LUNCH
1:15 pm – 2:00 pm
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.
2:00 pm – 2:30 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.
THURSDAY, NOVEMBER 5, 2009 (cont.)
(All times Eastern Standard Time)
2:30 pm – 3:00 pm
3:00 pm – 3:15 pm
ANTI-MONEY LAUNDERING
Presented by: András P. Teleki
Mr. Teleki focuses his practice on regulatory compliance issues facing registered investment companies, including mutual funds and closed-end
funds, broker-dealers, investment advisers, unregistered funds, variable insurance product issuers and distributors, and related service providers. He also advises financial institutions on anti-money laundering and OFAC issues. Mr. Teleki also has experience in corporate governance and SarbanesOxley issues. Reach him on 202.778.9477 or andras.teleki@klgates.com.
BREAK
3 :15 pm – 3:50 pm PORTFOLIO BROKERAGE PRACTICES
Presented by: David Dickstein
• “Best Price and Execution” Duty
• Trade Allocation Matters
• “Soft Dollars” and Directed Brokerage Arrangements
Mr. Dickstein provides ongoing advice to financial institutions (brokers-
dealers, registered investment advisers, investment companies and hedge
funds) in a variety of regulatory and compliance matters. These matters include the operation of investment advisers, broker-dealers, hedge funds and registered investment companies, the structuring of new products, assisting clients undergoing SEC investigations and examinations, and obtaining exemptive relief from various federal securities laws. Mr. Dickstein also conducts compliance audits and regulatory reviews of investment advisers and broker-dealers. Reach him on: 212.536.3978 or david.dickstein@klgates.com.
3:50 pm – 4:35 pm EXCHANGE TRADED FUNDS (ETF’s)
Presented by: Stacy Fuller and Francine J. Rosenberger
Ms. Fuller’s focus is on serving the needs of registered investment companies
with a particular emphasis on ETFs, closed-end funds and funds of funds. Ms.
Fuller joined K&L Gates 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 the exemptive application process. Reach her on: 202.778.9475 or stacy.fuller@klgates.com.
Ms. Rosenberger concentrates on regulatory and transactional matters involving mutual funds, closed-end funds, exchange traded funds (ETFs), investment advisers and broker-dealers. Reach her on: 202.778.9187 or francine.
rosenberger@klgates.com.