Washington, D.C. MONDAY, DECEMBER 10, 2012 (All times Eastern Standard Time)

Transcription

1 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 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 or fatima.sulaiman@ klgates.com. 10:30 am 10:45am Break

2 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 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 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 or dan.crowley@klgates.com 2

3 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 or 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 or robert.zutz@klgates.com. 3

4 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 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 ( ), Branch Chief ( ) and Attorney Adviser ( ). You may reach him on or mark.amorosi@klgates.com. 3:20 pm 3:30 pm Break 4

5 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 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 or donald.smith@klgates.com. 5:00 pm 5:15 pm Break and Refreshments 5

6 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: or stephen.topetzes@klgates.com. 6

7 TUESDAY, DECEMBER 11, :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 He may be reached at or 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 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 or susan.gaultbrown@klgates.com. 7

8 TUESDAY, DECEMBER 11, 2012 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 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 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 or frank.na@klgates.com. 8

9 TUESDAY, DECEMBER 11, :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 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 or ted.press@klgates.com. Noon 1:00 pm Lunch 9

10 TUESDAY, DECEMBER 11, :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 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 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 Program sm. 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 or francine.rosenberger@klgates.com. 1:45 pm 2:30 pm ERISA Presented by William A. Schmidt 10