Washington, D.C.
MONDAY, DECEMBER 10, 2012
(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 on 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 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 on 202.778-9082 or fatima.sulaiman@
klgates.com.
10:30 am – 10:45am
Break
Washington, D.C.
MONDAY, DECEMBER 10, 2012
(All times Eastern Standard Time)
10:45 am – 11:45am
Organizing an Investment Company, Registering Its Shares
and Maintaining a Continuous Offering
Presented by Nicole Trudeau
Forms of Organization
Registration of Shares on Form N–1A and Form N–2
1940 Act Requirements—Capitalization, Independent Directors
& Shareholder Approvals
Ms. Trudeau, an associate in the Washington, D.C. office, focuses
her practice on investment management issues. You may reach her
on 202.778.9189 or nicole.trudeau@klgates.com.
11:45 am – 12:15pm
Prospectus Liability and Due Diligence
Presented by Arthur C. Delibert
12:15 pm – 1:00 pm
Lunch and Policy Group Presentation
The Visible Hand: The Impact of International Regulatory Reform on Financial Services
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 on 202.778.9447 or
dan.crowley@klgates.com
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Washington, D.C.
MONDAY, DECEMBER 10, 2012
(All times Eastern Standard Time)
1:00 pm – 1:05 pm
Welcome to Advanced Program
Presented by Arthur C. Delibert
1:05 pm – 1:35 pm
Mutual Fund Advertising
Presented by Erin C. Loomis
• Restrictions on Advertising
• Advertising Rules—Rule 134, Rule 135a and Rule 482
• Performance Advertising
• NASD Role
Ms. Loomis, an associate in the Washington, D.C. office, focuses
her practice on investment management matters, including advising
open-end and closed-end mutual funds and investment advisers
regarding securities regulations and compliance issues. You may
reach her on 202.778.9858 or erin.loomis@klgates.com.
1:35 pm – 2:10 pm
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 2005, 2006, 2007,
2008 and 2009 editions of Chambers USA: America’s Leading
Lawyers for Business. You may reach him on 202.778.9059 or
robert.zutz@klgates.com.
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Washington, D.C.
MONDAY, DECEMBER 10, 2012
(All times Eastern Standard Time)
2:10 pm – 3:20 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 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 on 202.778.9186 or alan.porter@
klgates.com.
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
on 202.778.9351 or mark.amorosi@klgates.com.
3:20 pm – 3:30 pm Break
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Washington, D.C.
MONDAY, DECEMBER 10, 2012
(All times Eastern Standard Time)
3:30 pm – 4:15 pm Compliance and Examinations
Presented by Ndenisarya M. Bregasi
Ms. Bregasi is a partner in the investment management group
of K&L Gates and is based in the Washington D.C. office. She
represents investment advisers, investment companies and
investment company independent directors concentrating primarily
on transactional, regulatory and compliance matters. Ms. Bregasi
has worked with investment company complexes and investment
advisers of varying sizes. You may reach her on 202.778.9021 or
ndenisarya.bregasi@klgates.com.
4:15 pm – 5:00 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 on 202.778.9079 or
donald.smith@klgates.com.
5:00 pm – 5:15 pm
Break and Refreshments
5
Washington, D.C.
MONDAY, DECEMBER 10, 2012
(All times Eastern Standard Time)
5:15 pm – 6:15 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 on: 202.778.9328 or stephen.topetzes@klgates.com.
6
Washington, D.C.
TUESDAY, DECEMBER 11, 2012
(All times Eastern Standard Time)
8:30 am – 8:35 am
Welcome
Presented by Eric S. Purple
Mr. Purple counsels mutual funds, Exchange Traded Funds, closedend investment companies, and other pooled investment vehicles
(including business development companies), as well as investment
advisers and independent fund directors on matters arising under
U.S. federal securities laws, particularly the Investment Company
Act of 1940 (1940 Act), the Investment Advisers Act of 1940, and
the Securities Act of 1933. He may be reached at 202.778.9220 or
eric.purple@klgates.com.
8:35 am –10:00 am
Hot Topics On Recent Developments
Moderated by Eric S. Purple
Panelists: Mary Burke Baker, Susan Gault-Brown, K. Susan Grafton,
Eric S. Purple, William A. Schmidt and Lori Schneider
Ms. Baker is a government affairs advisor in the firm's
Washington, D.C. office. She focuses her practice on federal tax
matters affecting businesses and individuals, including tax policy,
tax administration, and technical tax issues. Prior to joining K&L
Gates, Ms. Baker served on the Senate Committee on Finance
for 6 years as a Georgetown Government Affairs Fellow/IRS
Detailee. In that position, she worked on major tax bills; managed
committee hearings; oversaw IRS policies, programs, and initiatives;
and worked on tax reform measures. She also served in the Internal
Revenue Service for more than 25 years in a variety of technical
and management positions. In 2010, Ms. Baker was featured in Tax
Analysts as a congressional staffer influencing tax policy. While at
the IRS, she received many performance awards, including District
Employee of the Year. You may reach her on 202.778.9223 or
mary.baker@klgates.com.
Ms. Gault-Brown is a partner in the Washington, D.C. office and
a member of the Investment Management practice. She advises
participants in the financial services industry, including commodity
trading advisors, commodity pool operators, investment advisers,
private funds, and registered investment companies on regulatory,
transactional and counseling matters involving the securities and
commodities laws. She also regularly provides advice with respect
to exemptions, no-action letters, and other forms of regulatory relief.
She regularly counsels clients with respect to the use of futures,
options on futures, swaps, and currency derivatives by regulated
and unregulated entities. You may reach her on 202.778.9083 or
susan.gaultbrown@klgates.com.
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Washington, D.C.
TUESDAY, DECEMBER 11, 2012
(All times Eastern Standard Time)
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 on 202.778.9373 or william.schmidt@
klgates.com.
Ms. Schneider is a partner in the Investment Management group
in the Washington D.C. office. She has over fifteen years of
experience in representing investment advisers and investment
companies on transactional, regulatory and compliance matters.
She also advises the independent directors of investment companies
on corporate governance and regulatory matters. You may reach her
on 202.778.9305 or lori.schneider@klgates.com.
10:00 am –10:15 am
Break
10:15 am –10:45 am
Mutual Fund Pricing and Fair Valuation
Presented by Franklin H. Na
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. You may
reach him on 202.778.9473 or frank.na@klgates.com.
8
Washington, D.C.
TUESDAY, DECEMBER 11, 2012
(All times Eastern Standard Time)
10:45 am – 11:30 am
Portfolio Brokerage Practices
Presented by K. Susan Grafton
• “Best Price and Execution” Duty
• Trade Allocation Matters
• “Soft Dollars” and Directed Brokerage Arrangements
Ms. Grafton is a partner in the firm’s Washington, D.C. and New
York offices, and focuses her practice on advising broker-dealers
and investment advisers on their business, regulatory, and
compliance issues. Since 2010, Chambers USA has selected her
as a leading lawyer for Financial Services Regulation: Broker-Dealer
(Compliance). She represents clients in all aspects of broker-dealer
and investment adviser registration with the Securities and Exchange
Commission (“SEC”), Financial Industry Regulatory Authority, and
states, and counsels them on related structural, supervisory, financial,
and operational issues. In addition, she advises clients on a wide
variety of sales, trading, and operational compliance issues
including research and other written communications; soft dollars
and commission sharing arrangements; political contributions,
outsourcing and expense sharing arrangements, Regulations M, ATS,
NMS, and SHO; sponsored access and other electronic
trading issues; large trader and position reporting, books and
records requirements; and OATS and trade reporting. You may
reach her on 202.778.9498 or susan.grafton@klgates.com.
11:30 am – Noon
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 on
202.778.9025 or ted.press@klgates.com.
Noon – 1:00 pm
Lunch
9
Washington, D.C.
TUESDAY, DECEMBER 11, 2012
(All times Eastern Standard Time)
1:00 pm – 1:45 pm
Exchange Traded Funds (ETFs)
Presented by Stacy Fuller and Francine J. Rosenberger
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, 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. You may reach her on 202.778.9475 or
stacy.fuller@klgates.com.
Ms. Rosenberger is a partner in the Washington, D.C. office of
K&L Gates. She concentrates on regulatory, compliance and
transactional matters involving mutual funds, closed-end funds,
exchange traded funds (ETFs) investment advisers and brokerdealers. Her experience includes: advising clients on the structuring,
regulatory relief and operating ETFs; advising funds and investment
advisers on the formation, reorganization and termination of
investment companies; advising investment advisers on wrap
programs, separate accounts dual employee arrangements, global
operations and acquisitions; developing compliance programs and
conducting compliance audits for funds and investment advisers;
advising fund boards on fund governance and regulatory issues,
including developing governance requests; representing clients
before the SEC in connection with no-action requests and exemptive
applications, including with respect to ETFs; and advising clients
regarding regulatory inquiries and inspections. Ms. Rosenberger
speaks frequently on investment adviser, investment company and
ET matters. She serves as an instructor for the NRS Investment
Adviser Compliance Certificate Programsm. She also served on the
Curriculum Development Committee for the National Society of
Compliance Professional’s Certified Securities Compliance
Professional Program. Ms. Rosenberger also has served as an
instructor for the Investment Advisers Act From A to Z and Mutual
Fund Regulation From A to Z Workshops. In addition, she has
written articles on compliance programs, ETFs, soft dollars, best
execution, codes of ethics and advertising. She holds a J.D. from
Catholic University’s Columbus School of Law (1995) (magna
cum laude; Managing Editor, Law Review). You may reach her on
202.778.9187 or francine.rosenberger@klgates.com.
1:45 pm – 2:30 pm
ERISA
Presented by William A. Schmidt
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