WEDNESDAY, OCTOBER 27, 2010
(All times Eastern Daylight 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 was named “Independent Counsel of the Year” in 2009 by Fund Directions. 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 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, OCTOBER 27, 2010
(All times Eastern Daylight Time)
Noon – 12:55 pm
LUNCH AND POLICY GROUP PRESENTATION
The Brave New World: Investment Management Under Dodd-Frank
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: Arthur C. Delibert
1:00 pm – 1:30 pm
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 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.
WEDNESDAY, OCTOBER 27, 2010
(All times Eastern Daylight Time)
1:30 pm – 2:05 pm
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.
2:05 pm – 3:15 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.
3:15 pm – 3:30 pm
BREAK
WEDNESDAY, OCTOBER 27, 2010
(All times Eastern Daylight Time)
3 :30 pm – 4:05 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’s practice focuses on securities regulatory issues affecting public and private investment companies, broker-dealers, investment advisers, commercial banks, and insurance companies. Mr. Peterson advises financial institutions on the application of federal and state securities laws, as well as self-regulatory organization rules, in connection with the structuring and distribution of securities products. Reach him on: 202.778.9234 or dirk.peterson@klgates.com.
4:05 pm – 4:50 pm
THE FUND’S BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
Presented by: Robert J. Zutz
• 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. 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 broker-dealers. 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. Reach him on 202.778.9059 or robert.zutz@klgates.com
4:50 pm – 5:00 pm
BREAK AND REFRESHMENTS
WEDNESDAY, OCTOBER 27, 2010
(All times Eastern Daylight Time)
5:00 pm – 6:00 pm LITIGATION ISSUES IN INVESTMENT MANAGEMENT
Presented by: Nicole A. Baker, Erin Ardale Koeppel, Stavroula E. Lambrakopoulos and Stephen G. Topetzes
Ms. Baker is an associate in our Washington office practicing in the Securities
Enforcement practice group. Ms. Baker represents broker-dealers, investment
companies, investment advisers, boards of directors, and individuals before
the United States Securities and Exchange Commission, the United States
Department of Justice, and the Financial Industry Regulatory Authority, as well as in private litigation. Ms. Baker also is experienced in conducting internal investigations in a variety of subject areas. Reach her on 202.778.9018 or nicole.baker@klgates.com.
Ms. Koeppel focuses her practice on securities enforcement, securities litigation and arbitrations and corporate internal investigations. She regularly
represents broker-dealers, public companies, investment advisers, investment
companies, corporate officers and directors and other individuals in a wide
range of matters, including investigations by the SEC, DOJ, FINRA, and
state securities regulators or attorneys general. In addition, Ms. Koeppel
has extensive experience handling complex securities litigation, including
regulatory or disciplinary proceedings, class action lawsuits and arbitrations.
She also has conducted internal investigations relating to various substantive
areas involving the application of state and federal law, including, among others, financial accounting, corporate governance, SEC reporting and disclosure obligations, and e-discovery management. Reach her on
202.778.9420 or erin.koeppel@klgates.com.
Ms. Lambrakopoulos concentrates her practice in securities enforcement and litigation matters, internal investigations and broker-dealer regulation. As a partner in K&L Gates’ Government Enforcement practice group, she
regularly represents broker-dealers, investment advisers, hedge fund managers, financial institutions, corporations, corporate officers and directors
and other clients in enforcement proceedings before the SEC, DOJ, FINRA,
state attorneys general and state securities regulators; in litigation before federal and state courts; and in FINRA securities arbitrations. She also conducts internal investigations on a variety of issues. Reach her on
202.778.9248 or stavroula.lambrakopoulos@klgates.com.
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. Reach him on: 202.778.9328 or stephen.topetzes@klgates.com.
THURSDAY, OCTOBER 28, 2010
(All times Eastern Daylight Time)
8:30 am – 8:35 am
WELCOME
Presented by: Arthur C. Delibert
8:35 am – 10:00 am
HOT TOPICS ON RECENT DEVELOPMENTS
Presented by: Diane E. Ambler (Moderator), Mark C. Amorosi, Stephen J. Crimmins, Arthur C. Delibert, Susan Gault-Brown and George Zornada
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. Crimmins represents clients in enforcement investigations and litigation
conducted by the SEC and other financial services regulators, as well as in
private securities litigation. He also leads internal investigations and counsels
on regulatory compliance, corporate governance and other SEC-related issues.
Steve practiced with the SEC for 14 years, eight of which were in senior management. As the Deputy Chief Litigation Counsel of the SEC’s Enforcement Division in Washington, D.C. from 1993 until 2001, he was one
of 11 members of the Senior Executive Service at division headquarters. Steve
co-managed a unit of 25 first-chair trial attorneys representing the SEC in hundreds of securities cases in the federal courts and in administrative proceedings. He also consulted on SEC investigations, participated actively in
settlement negotiations, and served as an adviser to attorneys in SEC regional
offices. Steve joined the SEC as a trial attorney in 1987 and continued to
litigate and try cases for the agency after his promotion to senior management
in 1993. Since returning to the private sector in 2001, Steve has successfully
represented public companies, directors, senior corporate officers, financial
services firms and their professionals, Big Four accountants and others in a wide range of securities cases. Reach him on 202.778.9440 or stephen.crimmins@klgates.com.
10:00 am – 10:30 am
FIVE THINGS YOU NEED TO KNOW ABOUT VALUATION
Presented by: Arthur C. Delibert
10:30 am – 10:45 am
BREAK
THURSDAY, OCTOBER 28, 2010
(All times Eastern Daylight Time)
10:45 am – 11:30 am
COMPLIANCE REPORTING AND RECORDKEEPING REQUIREMENTS
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. Reach her on 202.778.9021 or ndenisarya.bregasi@klgates.com.
11:30 am – Noon
FIVE THINGS YOU NEED TO KNOW ABOUT 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). Reach him on: 202.778.9025 or ted.press@klgates.com.
Noon – 12:30 pm
FIVE THINGS YOU NEED TO KNOW ABOUT ERISA
Presented by: William H. 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.
12:30pm – 1:00 pm
LUNCH
THURSDAY, OCTOBER 28, 2010
(All times Eastern Daylight 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’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 is a Partner in the Washington, D.C. office of K&L Gates
LLP. She concentrates on regulatory, compliance and transactional matters
involving mutual funds, closed-end funds, exchange traded funds (ETFs),
investment advisers and broker-dealers. 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
programs; 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 ETF 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).
Reach her on: 202.778.9187 or francine.rosenberger@klgates.com.
THURSDAY, OCTOBER 28, 2010
(All times Eastern Daylight Time)
1:45 pm – 2:30 pm NEW RULES FOR MONEY MARKET FUNDS
Presented by: Michelle Y. Mesack
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.