Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight 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 firm’s Investment Management Training Seminar. 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
Fatima 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. Reach her on
202.778-9082 or fatima.sulaiman@klgates.com.
10:30 am – 10:45am
Break
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. Reach her on 202.778.9189
or nicole.trudeau@klgates.com.
Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight Time)
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:
Investment Management in the Dodd-Frank Era
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
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 Kevin P. Christy and Erin C. Loomis
• Restrictions on Advertising
• Advertising Rules—Rule 134, Rule 135a and Rule 482
• Performance Advertising
• NASD Role
Mr. Christy, an associate in the Washington, D.C. office, concentrates
his practice on investment management issues. His practice focuses on
regulatory and transactional matters involving mutual funds, exchange
traded funds (ETFs), investment company directors and investment
advisers. Reach him on 202.778.9195 or kevin.christy@klgates.com.
Ms. Loomis, an associate in the Washington, D.C. office, focuses
her practice on investment management matters. Reach her on
202.778.9858 or erin.loomis@klgates.com
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Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight Time)
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 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
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). Reach him on 202.778.9186 or alan.
porter@klgates.com.
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Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight Time)
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). Reach him on 202.778.9351 or mark.amorosi@
klgates.com.
3:20 pm – 3:30 pm Break
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, a partner in the Washington, D.C. office, focuses his
practice 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.
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Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight Time)
4:05 pm – 4:50 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. Reach him on 202.778.9079
or donald.smith@klgates.com.
4:50 pm – 5:00 pm
Break and Refreshments
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 the Washington, DC office practicing in
the Securities Enforcement practice group. Ms. Baker represents brokerdealers, 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.
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Washington, D.C.
WEDNESDAY, NOVEMBER 2, 2011
(All times Eastern Daylight Time)
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.
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Washington, D.C.
THURSDAY, NOVEMBER 3, 2011
(All times Eastern Standard Time)
8:30 am – 8:35 am
Welcome
8:35 am –10:00 am
Hot Topics On Recent Developments
Presented by Diane E. Ambler, Stephen J. Crimmins, Arthur C. Delibert,
Bruce A. Rosenblum and William A. Schmidt
Presented by Arthur C. Delibert
Ms. Ambler, a partner in the Washington, D.C. office, 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.
Mr. Rosenblum is a partner in the Washington, DC office who
concentrates his practice on the representation of investment
companies, their independent directors and investment advisors.
Reach him on 202.778.9239 or bruce.rosenblum@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 3, 2011
(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. Reach him on 202.778.9373 or
william.schmidt@klgates.com.
10:00 am –10:30 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. Reach
him on 202.778.9473 or frank.na@klgates.com.
10:30 am –10:45 am
Break
10:45 am – 11:30 am
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. Reach her on 202.778.9021 or ndenisarya.bregasi@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 3, 2011
(All times Eastern Standard Time)
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). Reach him on 202.778.9025
or ted.press@klgates.com.
Noon –12:30 pm
ERISA
Presented by William A. Schmidt
12:30 pm – 1:15 pm
Lunch
1:15 pm – 2:00 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. Reach her on 202.778.9475 or stacy.fuller@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 3, 2011
(All times Eastern Standard Time)
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 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
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). Reach her on 202.778.9187 or francine.rosenberger@
klgates.com.
2:00 pm – 2:45 pm
Use of Derivatives by Registered Funds and Related CFTC Issues
Presented by Susan Gault-Brown
Ms. Gault-Brown, a partner in the Washington, D.C. office, 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.
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