ADVANCED TOPICS IN INVESTMENT MANAGEMENT 9:00 am 9:05 am Welcome and Introduction Presented by Michael S. Caccese Mr. Caccese is one of three Practice Area Leaders of K&L Gates Financial Services practice, which includes the firm s Investment Management and Broker Dealer practice groups, and sits on the firm s Management Committee. Mr. Caccese focuses his practice in the areas of investment management, including mutual funds, closed-end funds, registered fund of hedge funds, hedge funds and separately managed accounts, in addition to advising on investment management and brokerdealer regulatory compliance. Mr. Caccese also advises on structuring investment management professional team lift-outs and placement, soft dollar compliance, investment performance, the Global Investment Performance Standards ( GIPS ), AIMR Performance Presentation Standards ( AIMR-PPS ), and the CFA Soft Dollar Standards and the Trade Management (Best Execution) Guidelines, along with other investment management industry standards of practice. His focus is on serving the needs of investment advisory firms of all sizes, including helping them design and comply with the investment industry s best practices and policies, under GIPS, AIMR-PPS and Soft Dollar Standards. He may be reached at 617.261.3133 or michael.caccese @klgates.com. 9:05 am 9:45 am Financial Industry Developments and SEC Initiatives and Rulemaking Presented by Michael S. Caccese, Nicholas S. Hodge and Paulo J. Marnoto Jumpstart Our Business Startups (JOBS) Act and The Dodd-Frank Wall Street Reform and Consumer Protection Act Final Rule: Eliminating the General Solicitation and General Advertising Prohibitions Final Rule: Disqualification of Felons and Other "Bad Actors" Proposed Rules: Amendments to Regulation D, Form D and Rule 156 Mr. Hodge is a partner in the Boston office and concentrates his practice on securities law with a focus on investment management, hedge funds, real estate investment trusts and partnerships, timber funds, complex partnership reorganizations, tender offers, and mergers and acquisitions. He has extensive experience in public and private offerings of securities, SEC and FINRA regulatory requirements, and Investment Company and Investment Advisers Act compliance. Mr. Hodge represents numerous domestic and offshore hedge funds, ranging from startup funds to major fund complexes. He may be reached at 617.261.3210 or nicholas.hodge @klgates.com. 1
Mr. Marnoto is a partner in the Boston office. He focuses his practice on private investment funds. Mr. Marnoto has extensive experience in the areas of fund formation and fund investing, venture capital, buyout and international transactions, general corporate law, securities transactions, and securities law compliance. Mr. Marnoto has served as outside counsel to several funds and funds-of-funds, investment managers, and institutional investors with respect to investments, securities transactions, and securities law compliance. He may be reached at 617.261.3245 or paul.marnoto@klgates.com. 9:45 am 10:15 am Current Issues in CFTC Regulation Presented by Michael S. Caccese and Michael W. McGrath CPO/CTA Registration Fund of Funds Guidance SEC/CFTC Regulatory Harmonization Mr. McGrath is of counsel in the Boston office. He practices in the area of investment management and securities law, and focuses on counseling institutional investment firms, private fund managers, commodity pool operators and broker-dealers in connection with regulatory aspects of their U.S. and global operations. Mr. McGrath also advises clients with respect to the structuring and operation of mutual funds, hedge funds, and private equity funds. He may be reached at 617.951.9123 or michael.mcgrath@klgates.com. 10:15 am 10:30 am Break 10:30 am 11:15 am SEC Asset Management Unit and Exam Program Areas of Focus for 2014 Presented by Luke T. Cadigan and Nicholas S. Hodge Mr. Cadigan is a partner in the Boston office who is an experienced trial attorney and litigator. He concentrates his practice on securities enforcement matters, internal investigations, regulatory compliance, and related litigation. Prior to joining K&L Gates, Mr. Cadigan was an Assistant Director in the Enforcement Division of the Securities and Exchange Commission, serving that role in both the Boston Regional Office and in the SEC s Foreign Corrupt Practices Act Unit. He managed investigations conducted by staff attorneys and accountants into, among other things, matters relating to investment advisers, broker-dealers, insider trading, accounting fraud, offering fraud, and whistleblower complaints. Mr. Cadigan also oversaw investigations into potential FCPA violations and, serving as a member of the agency s Cross Border Working Group, he supervised investigations into the accounting practices of Chinese and other foreign companies trading on US markets. He may be reached at 617.261.3118 or luke.cadigan@klgates.com. 2
11:15 am 12:00 pm Registered Fund Board of Directors and Fund Governance Issues Presented by Mark P. Goshko and Clair E. Pagnano Valuation Matters Morgan Keegan Directors Settlement Section 15(c) Matters Northern Lights Mr. Goshko is a partner in K&L Gates Boston office. He focuses his practice on investment management law, including the representation of registered open- and closed-end investment companies, investment company directors, unregistered hedge funds and other private investment vehicles, investment advisers, broker-dealers and banks. He deals regularly with the SEC, the FINRA, the Commodity Futures Trading Commission, the National Futures Association, the New York Stock Exchange and other regulatory agencies and organizations. Mr. Goshko counsels hedge funds and their advisers on a broad range of issues and has extensive experience working with both onshore and offshore hedge funds, as well as a variety of master-feeder funds and funds of funds. He may be reached at 617.261.3163 or mark.goshko @klgates.com. Ms. Pagnano is a partner in the Boston office and concentrates her practice in the investment management area. She has experience representing open- and closed-end investment companies and their boards of directors. Ms. Pagnano advises mutual fund complexes on regulatory and compliance matters including registration, proxy issues, mergers and reorganizations. She has advised registered investment companies on exemptive applications and no-action letter requests to the SEC. Ms. Pagnano also has experience with Sarbanes-Oxley Act requirements for registered investment companies. She may be reached at 617.261.3246 or clair.pagnano@klgates.com. 12:00 pm 1:00 pm Lunch Break 3
1:00 pm 1:30 pm Money Market Fund Reform Presented by Clair E. Pagnano and George P. Attisano Mr. Attisano is counsel in the Boston office. His practice focuses on a wide variety of issues under the Investment Company Act and the Investment Advisers Act, and fund-related issues under the Securities Act and Exchange Act, as well as NYSE and FINRA regulation. Mr. Attisano has extensive experience with fund reorganizations and liquidations. He assists registered fund clients in preparing a wide variety of SEC disclosure filings, including registration statements and supplements, proxy statements, information statements, shareholder reports and XBRL filings. He has provided advice on fund governance, including annual questionnaires and interested person issues. Mr. Attisano has participated in fund board meetings as fund counsel and as independent trustee counsel. He has advised funds and investment advisers on developing new products and in connection with SEC staff examinations, preparing responses to SEC inquiries and addressing issues raised in SEC staff deficiency letters. He may be reached at 617.261.3240 or george.attisano@klgates.com. 1:30 pm 2:25 pm Dodd-Frank Impact on Derivatives Regulation Presented by Michael W. McGrath, Sean P. Donovan-Smith and Skanthan Vivekananda Cross-Border Security-Based Swap Activities ISDA Protocols Swaps Clearing Mandates EMIR/MiFID EU Central Clearing and Trade Reporting: EMIR Exchange Trading Obligations: MiFID Review Futurization Mr. Donovan-Smith is a partner in the London office. He is a financial services lawyer with over 15 years experience in the financial services industry, having acted for a range of clients including funds, managers, advisers, and institutional investors. Mr. Donovan-Smith focuses his practice in financial services and markets regulatory advice, regulatory enforcement and investigations, advising on regulated and unregulated funds, and the international marketing of funds and other financial products. You may reach him at +44.(0)20.7360.8202 or sean. donovan-smith@klgates.com. Mr. Vivekananda is an associate in the Boston office. He concentrates his practice in derivatives, structured finance and investment management. He may be reached at 617.951.9074 or skanthan. vivekananda@klgates.com. 4
2:25 pm 2:40 pm Break 2:40 pm 3:10 pm Alternative Products/Registered Funds with Alternative Strategies Presented by Clair E. Pagnano and George Zornada Mr. Zornada is a partner in the Boston office who practices investment management and securities law. He regularly represents investment advisers, open- and closed-end investment companies and their boards of directors, and private investment entities such as hedge funds and funds of funds. His practice includes a broad spectrum of regulatory and transactional matters for investment advisers, investment companies, boards of directors, onshore and offshore hedge funds and funds of funds and their managers. He may be reached at 617.261.3231 or george.zornada@klgates.com. 3:10 pm 3:40 pm Special Issues for Closed-End Registered Funds Presented by Trayne S. Wheeler Mr. Wheeler is a partner in K&L Gates Boston office. Mr. Wheeler s practice focuses on advising registered investment companies and hedge funds, investment advisers, broker-dealers and other financial service providers. Mr. Wheeler advises mutual fund complexes on various regulatory and compliance matters including registration, mergers and reorganizations, and negotiations with fund serviceproviders. Mr. Wheeler also has experience with the launching of new mutual funds and hedge funds and has drafted numerous offering documents and registration statements for open- and closed-end investment companies. Mr. Wheeler has acted as Fund counsel and independent director counsel for various mutual fund complexes. He may be reached at 617.951.9068 or trayne.wheeler@klgates.com. 3:40 pm 4:15 pm DOL, ERISA and Tax Developments Presented by Mark J. Duggan and Joel D. Almquist Mr. Duggan is a partner in the Boston office and focuses his practice on investment management and collective fund issues, including those faced by banks and trust companies and registered advisers. He has experience with advisory and other regulatory issues relating to separate accounts, bank-sponsored mutual funds, bank commingled ERISA funds, common trust funds and other collective funds, including formation, participant eligibility determinations, contract negotiations, security selection and new product development. In addition, he also advises clients with respect to regulatory investigations and examinations involving regulators such as the SEC, the DOL, the Federal Reserve and state regulators. He may be reached at 617.261.3156 or mark.duggan@klgates.com. 5
Mr. Almquist is a partner in the Boston office who counsels clients on a full range of domestic and cross-border tax issues. Mr. Almquist advises clients on the tax aspects of public and private asset management transactions, including open-end and closed-end mutual funds, hedge funds, private equity funds and funds involving special alternative investment strategies. Representative offerings involve U.S. and non-u.s. organized entities, master-feeder structures, fund-of-funds strategies, notional principal contracts and other derivative products, tax hybrid entities and other customized offshore structures. Mr. Almquist also provides clients with tax advice in connection with acquisitions, dispositions, reorganizations, financings and partnerships of every type and structure, as well as providing family tax planning and representation in tax controversies. In addition, Mr. Almquist s corporate, finance and tax practice includes the general representation of corporations, involving a wide range of mergers and acquisitions, financing, real estate, licensing, distribution, technology transfer, trade secret and regulatory matters. Mr. Almquist also represents foreign companies and individuals and advises them in structuring their business and investment enterprises in the United States. He may be reached at 617.261.3104 or joel.almquist@klgates. com. 4:15 pm 4:45 pm Broker-Dealer Regulatory Update Presented by Michael S. Caccese and Kenneth G. Juster Mr. Juster, an associate in the Boston office, focuses his practice on advising clients in the financial services industry, including private domestic and offshore investment funds, broker-dealers, investment advisers and registered funds. He may be reached at 617.1261.3296 or ken.juster@klgates.com. 6