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
10:45 am 11:45am Organizing an Investment Company, Registering Its Shares and Maintaining a Continuous Offering Presented by Timothy A. Bekkers Forms of Organization Registration of Shares on Form N 1A and Form N 2 1940 Act Requirements Capitalization, Independent Directors & Shareholder Approvals Mr. Bekkers is an associate in the Washington, D.C. office, who assists registered investment companies (including mutual funds, exchange-traded funds (ETFs), and variable products), and their independent board members, on matters arising under U.S. federal securities laws, particularly the Investment Company Act of 1940. You may reach him at 202.778.9443 or timothy.bekkers@klgates. com. 11:45 am 12:30 pm Mutual Fund Advertising and Social Media Presented by Megan W. Clement and Nicole Trudeau 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 Ms. Clement is an investment management associate in the firm s Washington, D.C. office. She focuses her practice on counselling investment advisors and collective investment trusts on regulatory and transactional matters. You may reach her at 202.778.9371 or megan.clement@klgates.com. 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. 2
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 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. 3
2:05 pm 3:05 pm Duties and Responsibilities of Investment Advisers: Investment Policies and Limitations; Transactions with Affiliates; Codes of Ethics Presented by Arthur C. Delibert and Alan C. Porter 3:05 pm 3:25 pm Break 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. 4
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 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. 4:40 pm 5:00 pm Break and Refreshments 5
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. 6
THURSDAY, NOVEMBER 12, 2015 8:30 am 8:35 am Welcome Presented by Arthur C. Delibert 8:35 am 10:00 am Hot Topics On Recent Developments Moderated by Arthur C. Delibert Panelists: Mark Amorosi, Jacob Ghanty, C. Todd Gibson, Stavroula Lambrakopoulos and Fatima Sulaiman Cross-Border Distribution Cybersecurity Enforcement Developments EU Regulatory Update Liquidity Risk Management 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. Mr. Ghanty is a partner at the firm s London office, where he is a member of the Investment Management, Hedge Funds and Alternative Investments practice group. He concentrates his practice on financial services regulation, investment management, payment systems and services, insurance/reinsurance and structured debt and capital markets. Mr. Ghanty advises clients on their regulatory strategy, on their dealings with regulators and on transactional matters. He may be reached at 44.(0)20.7360.8211 or jacob. ghanty@klgates.com. Mr. Gibson is a partner of the firm s Investment Management Group, and his practice focuses primarily on international aspects of investment management services and globally-distributed fund products. His clients include U.S. and non-u.s. investment managers, U.S. broker/dealers, hedge funds, and private equity funds, and he acts as special U.S. counsel to funds organized under the European UCITS directive. Mr. Gibson also acts as fund counsel to U.S. registered investment advisers and U.S. mutual funds registered under the Investment Company Act of 1940. He also represented companies from various industries on investment company status issues. He may be reached at 617.261.3140, 412.355.8315 or todd.gibson@klgates.com. 7
THURSDAY, NOVEMBER 12, 2015 Ms. Lambrakopoulos is a partner in the Government Enforcement practice group in the Washington, DC office. She concentrates her practice in securities enforcement matters, securities and financial services litigation, internal investigations and broker-dealer regulation. She regularly represents corporate and individual clients in enforcement proceedings before the Securities and Exchange Commission, the Department of Justice, FINRA, and state securities regulators. She regularly represents financial institutions, corporations, and investment advisers and their officers in complex financial services cases and securities class action litigation before federal and state courts at the trial and appellate level, including first-chairing jury and bench trials, and defends FINRA securities arbitrations. Ms. Lambrakopoulos also served for ten years in various senior-level positions on Capitol Hill and in state government. She may be reached at 202.778.9248 or stavroula.lambrakopoulos @klgates.com. 10:00 am 10:15 am Break 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. 8
THURSDAY, NOVEMBER 12, 2015 10:45 am 11:30 am Compliance and Examinations Presented by Nicole A. Baker and Erin Ardale Koeppel Nicole Baker, a partner in the Washington, D.C. office, focuses her practice on government enforcement and litigation matters. Ms. Baker regularly represents banks, broker-dealers, investment companies, investment advisers, public companies and boards of directors before the United States Securities and Exchange Commission, the Financial Industry Regulatory Authority, the United States Department of Justice, and other government agencies. She also advises clients with respect to private litigation matters in federal and state courts. In addition, Ms. Baker is experienced in conducting internal investigations on behalf of public and privately held companies, financial institutions and non-profit organizations. You may reach her at 202.778.9018 or nicole.baker@klgtes.com. Erin Koeppel is a partner in the Washington, D.C. office who is an experienced government enforcement lawyer. She defends companies and individuals facing government regulatory and enforcement actions. She regularly represents broker-dealers, investment advisers, investment companies, public companies, corporate officers and directors, accountants and other individuals in investigations and enforcement proceedings brought by the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the Federal Deposit Insurance Corporation, and other federal and state government agencies. Ms. Koeppel also has conducted internal investigations relating to various substantive areas involving the application of state and federal law and accounting standards, including financial accounting, corporate governance, reporting and disclosure obligations, government contracts, and e-discovery management. In addition, Ms. Koeppel has counseled clients with respect to their compliance with federal securities laws and related regulations and has drafted compliance policies, procedures and training materials for various companies. She may be reached at 202.778.9420 or erin.koeppel@klgates.com. 9
THURSDAY, NOVEMBER 12, 2015 11:30 am 12:15 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. and New York offices, focuses his practice on securities regulatory issues affecting public and private investment companies, brokerdealers, investment advisers, commercial banks, and insurance companies. Mr. Peterson advises financial institutions on the application of federal and state securities laws, as well as selfregulatory organization rules, in connection with the structuring and distribution of securities products. In addition, he counsels financial institutions on information barriers, margin and lending rules, Regulation M, soft dollars and financial responsibility obligations. You may reach him at 202.778.9324 or dirk.peterson @klgates.com. 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. 10
THURSDAY, NOVEMBER 12, 2015 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. 11