Washington, D.C. WEDNESDAY, NOVEMBER 2, 2011 (All times Eastern Daylight 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 firm s Investment Management Training Seminar. 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 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 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 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 or nicole.trudeau@klgates.com.

2 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 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 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 or erin.loomis@klgates.com 2

3 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 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 or alan. porter@klgates.com. 3

4 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 ( ). Reach him on 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 or dirk.peterson@klgates.com. 4

5 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 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 or nicole.baker@klgates. com. 5

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

7 THURSDAY, NOVEMBER 3, 2011 (All times Eastern Standard 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, Stephen J. Crimmins, Arthur C. Delibert, Bruce A. Rosenblum and William A. Schmidt 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 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 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 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 or bruce.rosenblum@klgates.com. 7

8 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 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 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 or ndenisarya.bregasi@klgates.com. 8

9 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 or 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 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 or stacy.fuller@klgates.com. 9

10 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 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). Reach her on 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 or susan.gaultbrown@ klgates.com. 10