Washington, D.C.
WEDNESDAY, NOVEMBER 5, 2014
(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 5, 2014
(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,
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.
11:45 am –12:30 pm
Mutual Fund Advertising and Social Media
Presented by Christopher P. Healey and Marguerite W. Laurent
• 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
Mr. Healey is an associate in the firm’s Washington, D.C. office.
He focuses his practice on investment management matters. You
may reach him at 202.778.9274 or christopher.healey@klgates.com.
Ms. Laurent is an associate in the firm’s Washington, D.C. office.
She focuses her practice in the area of investment management.
She advises and represents investment companies, investment
company independent directors and investment advisers on
transactional, regulatory, and compliance issues. Prior to joining
K&L Gates, Ms. Laurent was a senior counsel with the U.S.
Securities and Exchange Commission, where she conducted routine
and risk-based inspections of self-regulatory organizations and
nationally recognized statistical rating organizations to ensure
compliance with federal securities laws, among other matters. You
may reach her at 202.778.9403 or meg.laurent@klgates.com.
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Washington, D.C.
WEDNESDAY, NOVEMBER 5, 2014
(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
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.
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Washington, D.C.
WEDNESDAY, NOVEMBER 5, 2014
(All times Eastern Standard Time)
2:05 pm – 3:05 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 at 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
at 202.778.9351 or mark.amorosi@klgates.com.
3:05 pm – 3:25 pm Break
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Washington, D.C.
WEDNESDAY, NOVEMBER 5, 2014
(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 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.
4:40 pm – 5:00 pm
Break and Refreshments
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Washington, D.C.
WEDNESDAY, NOVEMBER 5, 2014
(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 6, 2014
(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
Presented by Stephen J. Crimmins, Arthur C. Delibert, Marguerite W. Laurent
and András P. Teleki
Presented by Arthur C. Delibert
• Cyber-Security
• Enforcement
• Intermediary Payments
• SEC Sweeps Examinations
Mr. Crimmins is a partner in the New York and Washington, D.C.
offices who represents clients in enforcement investigations and
litigation conducted by the Securities and Exchange Commission
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. Mr. Crimmins 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. Mr. Crimmins
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.
Mr. Crimmins 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. He began his career at a large New
York law firm after studying law at Columbia. He may be reached at
202.778.9440, 212.536.3987 or stephen.crimmins@klgates.com.
Mr. Teleki, a partner in Washington, D.C. office, focuses his
practice on regulatory compliance issues facing registered
investment companies, including mutual funds and closed-end
funds, broker-dealers, investment advisers, unregistered funds,
variable insurance product issuers and distributors, and related
service providers. He also advises financial institutions on
anti-money laundering and OFAC issues. Mr. Teleki also has
experience in corporate governance and Sarbanes-Oxley issues.
You may reach him at 202.778.9477 or andras.teleki@klgates.
com.
10:00 am –10:15 am
Break
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Washington, D.C.
THURSDAY, NOVEMBER 6, 2014
(All times Eastern Standard Time)
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.
10:45 am – 11:30 am
Compliance and Examinations
Presented by András P. Teleki
11:30 am –12:15 pm 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 at 202.778.9498 or susan.grafton@klgates.com.
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Washington, D.C.
THURSDAY, NOVEMBER 6, 2014
(All times Eastern Standard Time)
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.
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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