Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
9:30 am – 9:45 am
Welcome and Overview of Program
Presented by Arthur C. Delibert
Mr. Delibert, a partner in the Washington, D.C. office, represents and
advises open- and closed-end investment companies, investment
advisers, investment company independent trustees, and fund
distributors. Mr. Delibert was named “Independent Counsel of the
Year” in 2009 by Fund Directions. Mr. Delibert is responsible for
organizing the Washington, D.C. Investment Management Conference.
You may reach him at 202.778.9042 or arthur.delibert@klgates.com.
9:45 am –10:30 am
Overview of the Investment Company Complex
Presented by Fatima S. Sulaiman
Regulatory Statutes
 Governmental Authorities
Structure of Fund Complexes
Service Providers and their Agreements
Ms. Sulaiman is a partner in the Washington, D.C. office who provides
legal advice to investment companies, their independent directors,
and investment advisers on transactional, regulatory and compliance
matters. Her experience includes serving as counsel to registered
funds and their boards; counseling clients in the establishment,
registration, and operation of retail and institutional fund products;
representing clients in merger and acquisition transactions and fund
reorganizations; obtaining regulatory relief on behalf of clients via
SEC exemptive applications and no-action letters; counseling clients
experiencing or anticipating SEC inspections and examinations; and
developing governance programs for fund boards, including reviews
of board committee structures and committee charters. You may
reach her at 202.778-9082 or fatima.sulaiman@klgates.com.
10:30 am – 10:45am
Break
Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
10:45 am – 11:45am
Organizing an Investment Company, Registering Its Shares
and Maintaining a Continuous Offering
Presented by Timothy A. Bekkers
Forms of Organization
Registration of Shares on Form N–1A and Form N–2
1940 Act Requirements—Capitalization, Independent Directors
& Shareholder Approvals
Mr. Bekkers is an associate in the Washington, D.C. office, who
assists registered investment companies (including mutual funds,
exchange-traded funds (ETFs), and variable products), and their
independent board members, on matters arising under U.S. federal
securities laws, particularly the Investment Company Act of 1940.
You may reach him at 202.778.9443 or timothy.bekkers@klgates.
com.
11:45 am –12:30 pm
Mutual Fund Advertising and Social Media
Presented by Megan W. Clement and Nicole Trudeau
• SEC Regulation
• Use of Related Performance
• FINRA Regulation and Review
• What is “Social Media” and Why is it Important?
• Legal Framework
• Third-Party Posts and Content
• Drafting “Social Media” Policies
Ms. Clement is an investment management associate in the firm’s
Washington, D.C. office. She focuses her practice on counselling
investment advisors and collective investment trusts on regulatory
and transactional matters. You may reach her at 202.778.9371 or
megan.clement@klgates.com.
Ms. Trudeau, an associate in the Washington, D.C. office,
represents investment companies (including open- and closed-end
funds, exchange-traded funds (ETFs), unit investment trusts (UITs)
and variable products), other pooled investment vehicles (such as
business development companies (BDCs)) and their independent
board members, as well as investment advisers on matters arising
under U.S. federal securities laws, particularly the Investment
Company Act of 1940. You may reach her at 202.778.9189 or
nicole.trudeau@klgates.com.
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Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
12:30 pm – 1:30 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.
You may reach him at 202.778.9447 or dan.crowley@klgates.com.
1:30 pm – 1:35 pm
Welcome to Advanced Program
Presented by Arthur C. Delibert
1:35 pm – 2:05 pm
Update on 36(b) Litigation
Presented by Jeffrey B. Maletta
Mr. Maletta represents public and private companies, broker-dealers,
investment companies and their advisors, and individuals in securities
and corporate litigation, and in investigations by the Department of
Justice and Securities and Exchange Commission involving the
federal securities laws and related statutes. Mr. Maletta also advises
law firms and individual attorneys on professional responsibility
issues. Prior to practicing at K&L Gates, Mr. Maletta served as law
clerk to Barrington D. Parker, United States District Judge for the
District of Columbia, and in the Office of General Counsel of the
Securities and Exchange Commission. You may reach him at
202.778.9062 or jeffrey.maletta@klgates.com.
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Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
2:05 pm –3:05 pm Duties and Responsibilities of Investment Advisers:
Investment Policies and Limitations; Transactions with Affiliates;
Codes of Ethics
Presented by Arthur C. Delibert and Alan C. Porter
• 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 is a partner in the Washington, D.C. office with more than
30 years of experience as an investment management and securities
lawyer. His practice focuses on representing financial services firms,
principally registered investment companies and investment advisers. Mr. Porter advises clients regarding a variety of regulatory and
corporate matters, including the public and private offering of fund
securities, exemptive applications, no-action letter requests and
other filings with the U.S. Securities and Exchange Commission,
investment adviser and company merger and acquisition
transactions, and governmental and self-regulatory compliance,
inspection, and enforcement matters. His practice also includes
representation of fund independent directors/trustees. Prior to
entering private practice, Mr. Porter served on the staff of the SEC
in the Division of Investment Management. Mr. Porter is a regular
speaker and panelist at industry conferences and seminars. He has
been recognized as being among the nation’s leading investment
management attorneys by The Legal 500 United States (2009
edition). You may reach him at 202.778.9186 or alan.porter@klgates.
com.
3:05 pm – 3:25 pm Break
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Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
3:25 pm – 4:10 pm The Fund's Board of Directors and the Audit Committee
Presented by Donald W. Smith
• 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. 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 activities of
banking institutions. You may reach him at 202.778.9079 or
donald.smith@klgates.com.
4:10 pm – 4:40 pm Mutual Fund Pricing and Fair Valuation
Presented by Franklin H. Na
Mr. Na is a partner in the Washington, D.C. office. 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. You may
reach him at 202.778.9473 or frank.na@klgates.com.
4:40 pm – 5:00 pm
Break and Refreshments
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Washington, D.C.
WEDNESDAY, NOVEMBER 11, 2015
(All times Eastern Standard Time)
5:00 pm – 6:00 pm
Litigation Issues In Investment Management
Presented by Stephen G. Topetzes
Mr. Topetzes is a partner in the firm’s Washington, D.C. office. His
practice is focused on securities enforcement, securities litigation
and corporate internal investigations. He regularly represents public
companies, boards of directors, broker-dealers, investment advisers,
investment companies and individuals in a wide range of matters,
including investigations by the United States Securities and
Exchange Commission, the United States Department of Justice,
the Financial Industry Regulatory Authority, and state securities
regulators or attorneys general. He also has extensive experience
handling complex securities litigation, including regulatory or
disciplinary proceedings, class action lawsuits and arbitrations. You
may reach him at 202.778.9328 or stephen.topetzes@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 12, 2015
(All times Eastern Standard Time)
8:30 am – 8:35 am
Welcome
8:35 am –10:00 am
Hot Topics On Recent Developments
Moderated by Arthur C. Delibert
Panelists: Mark Amorosi, Jacob Ghanty, C. Todd Gibson, Stavroula Lambrakopoulos
and Fatima Sulaiman
Presented by Arthur C. Delibert
• Cross-Border Distribution
• Cybersecurity
• Enforcement Developments
• EU Regulatory Update
• Liquidity Risk Management
Mr. Amorosi, a partner in the Washington, D.C. office, 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). You may reach him
at 202.778.9351 or mark.amorosi@klgates.com.
Mr. Ghanty is a partner at the firm’s London office, where he is
a member of the Investment Management, Hedge Funds and
Alternative Investments practice group. He concentrates his practice
on financial services regulation, investment management, payment
systems and services, insurance/reinsurance and structured debt
and capital markets. Mr. Ghanty advises clients on their regulatory
strategy, on their dealings with regulators and on transactional
matters. He may be reached at 44.(0)20.7360.8211 or jacob.
ghanty@klgates.com.
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.
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Washington, D.C.
THURSDAY, NOVEMBER 12, 2015
(All times Eastern Standard Time)
Ms. Lambrakopoulos is a partner in the Government Enforcement
practice group in the Washington, DC office. She concentrates her
practice in securities enforcement matters, securities and financial
services litigation, internal investigations and broker-dealer
regulation. She regularly represents corporate and individual clients
in enforcement proceedings before the Securities and Exchange
Commission, the Department of Justice, FINRA, and state
securities regulators. She regularly represents financial institutions,
corporations, and investment advisers and their officers in complex
financial services cases and securities class action litigation before
federal and state courts at the trial and appellate level, including
first-chairing jury and bench trials, and defends FINRA securities
arbitrations. Ms. Lambrakopoulos also served for ten years in
various senior-level positions on Capitol Hill and in state government.
She may be reached at 202.778.9248 or stavroula.lambrakopoulos
@klgates.com.
10:00 am –10:15 am
Break
10:15 am –10:45 am
Distribution of Mutual Fund Shares
Presented by Robert J. Zutz
Mr. Zutz is a partner in the Washington, D.C. office of K&L Gates
who has 30 years of experience as a securities lawyer. His practice
focuses on the representation of investment companies, their
independent directors and trustees, investment advisers and brokerdealers. Prior to joining K&L Gates in 1983, he was a member of
the SEC staff for over five years, including service in the Division of
Investment Management and as Legal Counsel to a Commissioner.
He currently 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. Mr. Zutz has been recognized as
being among the nation’s leading investment management attorneys
by several independent sources, including the nine most recent
annual editions (2006-2014) of Chambers USA: America’s Leading
Lawyers for Business. You may reach him at 202.778.9059 or
robert.zutz@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 12, 2015
(All times Eastern Standard Time)
10:45 am – 11:30 am
Compliance and Examinations
Presented by Nicole A. Baker and Erin Ardale Koeppel
Nicole Baker, a partner in the Washington, D.C. office, focuses her
practice on government enforcement and litigation matters. Ms. Baker
regularly represents banks, broker-dealers, investment companies,
investment advisers, public companies and boards of directors before
the United States Securities and Exchange Commission, the
Financial Industry Regulatory Authority, the United States Department
of Justice, and other government agencies. She also advises clients
with respect to private litigation matters in federal and state courts.
In addition, Ms. Baker is experienced in conducting internal
investigations on behalf of public and privately held companies,
financial institutions and non-profit organizations. You may reach
her at 202.778.9018 or nicole.baker@klgtes.com.
Erin Koeppel is a partner in the Washington, D.C. office who is
an experienced government enforcement lawyer. She defends
companies and individuals facing government regulatory and
enforcement actions. She regularly represents broker-dealers,
investment advisers, investment companies, public companies,
corporate officers and directors, accountants and other individuals
in investigations and enforcement proceedings brought by the
U.S. Securities and Exchange Commission, the U.S. Department of
Justice, the Federal Deposit Insurance Corporation, and other federal
and state government agencies. Ms. Koeppel also has conducted
internal investigations relating to various substantive areas involving
the application of state and federal law and accounting standards,
including financial accounting, corporate governance, reporting
and disclosure obligations, government contracts, and e-discovery
management. In addition, Ms. Koeppel has counseled clients with
respect to their compliance with federal securities laws and related
regulations and has drafted compliance policies, procedures and
training materials for various companies. She may be reached at
202.778.9420 or erin.koeppel@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 12, 2015
(All times Eastern Standard Time)
11:30 am –12:15 pm Portfolio Brokerage Practices
Presented by C. Dirk Peterson
• “Best Price and Execution” Duty
• Trade Allocation Matters
• “Soft Dollars” and Directed Brokerage Arrangements
Mr. Peterson, a partner in the Washington, D.C. and New York
offices, focuses his practice on securities regulatory issues
affecting public and private investment companies, brokerdealers, investment advisers, commercial banks, and insurance
companies. Mr. Peterson advises financial institutions on the
application of federal and state securities laws, as well as selfregulatory organization rules, in connection with the structuring
and distribution of securities products. In addition, he counsels
financial institutions on information barriers, margin and lending
rules, Regulation M, soft dollars and financial responsibility
obligations. You may reach him at 202.778.9324 or dirk.peterson
@klgates.com.
12:15 pm – 1:00 pm
Lunch
1:00 pm – 1:45 pm
Exchange Traded Funds (ETFs)
Presented by Stacy L. Fuller
ETFs have gathered significant assets since their introduction in 1993. Many fund managers
that don’t yet sponsor ETFs are establishing or considering establishing them. This seminar
will cover what you need to know to start up an active or index-based ETF and introduce the
newest ETFs on the block—commodity and currency ETFs.
Ms. Fuller, a partner in the Washington, D.C. office, focuses her
practice on serving the needs of registered investment companies
with a particular emphasis on ETFs and funds of funds. Ms. Fuller
joined K&L Gates from the SEC, where she had been a branch chief
in the Division of Investment Management (Exemptive Applications)
and an attorney in the Office of General Counsel (Office of Legal
Policy). In addition, Ms. Fuller provides counsel on the legal issues
that arise in connection with the exemptive application process.
You may reach her at 202.778.9475 or stacy.fuller@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 12, 2015
(All times Eastern Standard Time)
1:45 pm – 2:15 pm
Federal Tax Aspects Affecting Mutual Fund Operations
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). You may reach him at
202.778.9025 or ted.press@klgates.com.
2:15 pm – 3:00 pm
ERISA
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. You may reach him at 202.778.9373 or william.schmidt
@klgates.com.
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