S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
8 :30 am – 8:35 am WELCOME
Presented by: Richard M. Phillips
Mr. Phillips concentrates his practice in securities regulation, particularly
SEC enforcement, investment management and broker/dealer matters.
He previously held various positions on the SEC staff, including Assistant to the Chairman; Assistant General Counsel; and Staff Director
of SEC Corporate Disclosure and Investment Company Studies. Contact
him on: 415.249.1010 or richard.phillips@klgates.com.
8:35 am – 9:15 am Overview of Investment Advisory Industry and Regulations
Presented by: Mark D. Perlow and Richard M. Phillips
• Investment advisory organizations: advisers, banks, trust companies, insurance companies, broker-dealers
• Investment vehicles: registered funds and ETFs, hedge funds and separate accounts
• Regulation of the investment advisory industry: general fiduciary principles, securities laws, ERISA
• The financial crisis and the regulatory response Mr. Perlow’s practice focuses on investment management and securities law. He regularly represents mutual funds, investment advisers, fund
boards of directors, hedge funds and broker-dealers on a variety of regulatory and transactional matters. He served as senior counsel in the Office of the General Counsel of the Securities and Exchange Commission from 1998-1999 and in the SEC’s Division of Enforcement
from 1994-1997. He worked on regulatory initiatives on fund governance,
the scope of the securities laws online, personal trading of investment
personnel, and foreign custody of fund assets, and advised the SEC on
enforcement actions involving mutual funds and investment advisers.
Contact him on: 415.249.1070 or mark.perlow@klgates.com.
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
9:15 am – 10:00 am Brokerage and Trading
Presented by: Elaine A. Lindenmayer and Kurt J. Decko
• Best execution
• Soft dollars and the rise of commission sharing arrangements
• Trade allocation
• Hot Topic: The SEC’s focus on high frequency trading, flash orders, and dark pools
Ms. Lindenmayer’s practice focuses on investment adviser, broker-
dealer, hedge funds and financial services matters. She has advised
clients on a broad range of legal, regulatory, compliance and risk-
management issues. Prior to joining K&L Gates, Ms. Lindenmayer was Senior Vice President, Deputy General Counsel from 1996-2004 for Charles Schwab & Co., Inc. From 2001-2002 she concurrently
served as Acting General Counsel for Schwab’s investment and wealth
management trust company subsidiary, United States Trust Company of New York. Ms. Lindenmayer was Vice President and Chief Securities Counsel and Chief Operations Counsel, and Assistant Corporate Secretary from 1977 to 1996 for The Bank of California, N.A.; Bancal
Investment Services, Inc., and Bancal Tri-State Corporation. Contact her
on: 415.249.1042 or elaine.lindenmayer@klgates.com.
Mr. Decko concentrates his practice in the investment management area. He represents and advises investment companies, investment advisers and investment company independent directors in connection with various regulatory, compliance and transactional matters. Prior to joining
K&L Gates, Mr. Decko was an associate in the financial institutions and
corporate and finance groups of a New York law firm dealing with the
Investment Company Act of 1940, the Securities Act of 1933 and private
equity matters. From 1999-2000 he was a judicial law clerk for The Honorable Thomas J. Meskill of the U.S. Court of Appeals for the Second
Circuit. Contact him on 415.249.1053 or kurt.decko@klgates.com.
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
10:00 am – 10:40 am PORTFOLIO VALUATION: MARKET PRICING AND FAIR VALUATION
Presented by: Mark D. Perlow and J. Matthew Mangan
• Rule 22c-1 and forward pricing
• Market value and fair value under the 1940 Act
• How the SEC evaluates hedge fund valuation
• Hot Topic: FAS 157, FSP 157-4 and valuing illiquid or distressed assets
• Hot Topic: the Evergreen enforcement action
Mr. Mangan counsels investment advisers, private fund managers and broker-dealers on a variety of fund formation, product structuring, transactional, regulatory and compliance, and securities law matters. He structures and documents U.S. and offshore private investment funds and assists clients with a variety of state and federal regulatory and compliance issues. He also represents government plans and other institutional investors and represents individuals and entities on securities enforcement matters involving the SEC, FINRA and other regulatory authorities. He has substantial experience conducting internal investigations in matters relating to securities regulation and compliance. Mr. Mangan passed the Certified Public Accountant’s examination and also served as a judicial extern to the Honorable Thomas E. Carlson, Judge, U.S. Bankruptcy Court, Northern District of California. Contact him on
415.249.1046 or matt.mangan@klgates.com.
10:40 am – 10:50 am
BREAK
10:50 am – 11:35 am
COMPLIANCE PROGRAMS AND THE SEC
Presented by: Richard M. Phillips and David Mishel
• The role of the CCO and the compliance rules
• Current trends in examinations and enforcement
• The SEC post-Madoff: aggressive and defensive
• Whistleblowers, tips and the decline of the routine examination
• Focus: Insider trading, market abuse, rumormongering, and Ponzi schemes
Mr. Mishel counsels broker-dealers and investment advisers on regulatory and
compliance matters, and represents broker-dealers and investment advisers in
SEC, NASD, NYSE and AMEX investigations and proceedings, as well as in the
formation and licensing process. He advises major broker-dealers about Internet
and online public and private capital raising issues including Dutch auctions. Mr. Mishel also has extensive experience in corporate and securities practice including public and private securities offerings, mergers and acquisitions, venture capital and formation and representation of private investment entities.
Prior to joining K&L Gates, he was a partner at another law firm and worked
previously for the Securities and Exchange Commission as a member of a special task force that authored the WHEAT report, the forerunner of the integrated disclosure system and restricted stock rules. Mr. Mishel served in the U.S.
Navy JAG Corps. Contact him on: 415.882.1015 or david.mishel@klgates.com.
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
11:35 am – 12:15 pm
ERISA
Presented by: William P. Wade
• Coverage
• Fiduciary status and duties
• Prohibited transactions and exemptions
Mr. Wade is a nationally recognized expert on the subject of bank-sponsored collective investment funds. He concentrates his practice in investment management, ERISA, fiduciary, regulatory, and related securities and tax matters for financial institutions. He has assisted banks, trust companies, investment advisers, and other financial institutions in planning for and creating collective investment funds, proprietary mutual funds, and other investment management vehicles, products, and services for individual and institutional investors, including employee benefit plans subject to ERISA. Reach him on: 310.552.5071 or william.wade@klgates.com.
12:15 pm – 1:00 pm
LUNCH
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
1:00 pm – 3:30 pm CONCURRENT SESSIONS
Separate Mutual Fund and Hedge Fund/Adviser Tracks
(choose one Track)
Mutual Fund Track
1:00 pm – 1:45 pm MUTUAL FUND BASICS
Presented by: Kurt J. Decko
• Organization and form
• Prospectus, the new summary prospectus, and registration
• Contracts: required elements and board approval
• Investment restrictions and capital structure
• Antipyramiding rules
1:45 pm – 2:25 pm
Fund Distribution
Presented by: Elaine A.Lindenmayer and Richard M. Phillips
• How mutual fund distribution is paid for: sales charges, 12b-1 fees and revenue sharing
• Supermarket/servicing fees: distribution or administration?
• Decline in A, B, C shares and ascending F and R shares
• Rule 12b–1: will it be reformed before it becomes irrelevant?
• Trends: consolidation of the wirehouses and their central due diligence function, rise of the RIA, and trouble in 401(k)-land
2:25 pm – 2:50 pm
Board of Directors and the 15(c) Process
Presented by: Richard M. Phillips
• The role of the independent director in a year of declining assets
• Gartenberg, Jones v. Harris and Gallus v. Ameriprise: competition and comparisons with institutional fees
• Distribution and the 15(c) process
2:50 pm – 3:20 pm
Conflicts of Interest and Affiliated Transactions
Presented by: Kurt J. Decko and Richard M. Phillips
3:20 pm – 3:30 pm
BREAK
(End of Concurrent Sessions)
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
CONCURRENT SESSIONS
Separate Mutual Fund and Hedge Fund/Adviser Tracks
1:00 pm – 3:30 pm (choose one Track)
Hedge Fund/Adviser Track
1:00 pm – 1:45 pm
Hedge Fund Industry Developments
Presented by: J. Matthew Mangan, Mark D. Perlow and David Mishel
• The aftermath of the crisis: performance challenges, massive redemptions, and restrictions on redemptions
• The shift in power to institutions and consultants
• Trends in fee structures
• Trends in fund structures, redemption rights, liquidity and lockups
• Investors’ emphasis on the control and operational environment
• Changes in the prime brokerage business and how they affect hedge funds
1:45 pm – 2:15 pm
The Coming New Regulatory Regime for Hedge Funds
Presented by: Mark D. Perlow and J. Matthew Mangan
• Manager registration under the Advisers Act, prudential supervision and information
reporting, and rules on disclosures to investors, creditors and counterparties
• A focus on conflicts of interest: side letters (preferential redemption and information rights), side pockets, and side-by-side management • Insider trading and market abuse
• The new custody regime
2:15 pm – 2:45 pm
Distribution Issues for Investment Advisers and Hedge Funds
Presented by: David Mishel and J. Matthew Mangan
2:45 pm – 3:20 pm
Investment Adviser Advertising
Presented by: Mark D. Perlow
3:20 pm – 3:30 pm
BREAK
(End of Concurrent Sessions)
S an Francisco, California
TUESDAY, NOVEMBER 10, 2009
Los Angeles, California
TUESDAY, NOVEMBER 17, 2009
(All times Pacific Standard Time)
3:30 pm – 4:00 pm
4:00 pm – 5:00 pm
CODES OF ETHICS
Presented by: Kurt J. Decko
• Reporting requirements and crafting preventive policies
• Gifts and entertainment
• Hot Topic: the “pay-to-play” rules
HOT TOPICS
Presented by: Richard M. Phillips (Moderator), Mark D. Perlow, Elaine A. Lindenmayer, J. Matthew Mangan and David Mishel
• Short selling and derivatives: the uptick rule, the move to central clearing, and the impending reconciliation of SEC and CFTC jurisdiction
• The evolution of the retail advisory business: harmonization of investment adviser and broker-dealer duties to clients and customers, and the new due diligence
• Money Market Funds: the SEC’s new amendments to rule 2a-7
• Exchange-Traded Funds: the future or over-hyped?