Investment Management Seminar Agenda - K&L Gates

WEDNESDAY, NOVEMBER 7, 2007 

(All times Eastern Standard Time) 

10:00 am – 10:15 am WELCOME AND OVERVIEW OF PROGRAM 

Presented by: Arthur C. Delibert 

Mr. Delibert represents and advises open- and closed-end investment 

companies, investment advisers, investment company independent trustees, 

and fund distributors. Mr. Delibert is responsible for organizing the firm’s 

Investment Management Training Seminar. Reach him on: 202.778.9042 

or arthur.delibert@klgates.com. 

10:15 am – 11:00 am OVERVIEW OF THE INVESTMENT COMPANY COMPLEX 

Presented by: Catherine S. Bardsley 

Ms. Bardsley’s practice focuses on investment management matters under the 

federal securities laws and the Employee Retirement Income Security Act of 

1974 (“ERISA”), including mutual funds, insurance company products, investment 

advisers and their affiliates. Her practice also includes the issues of fiduciary 

responsibility that arise when the provision of financial services to plans 

subject to ERISA involves multiple services, transactions with affiliated parties 

and/or “alliances” for the offering of investment alternatives to plans. She may 

be reached at 202.778.9289 or catherine.bardsley@klgates.com. 

11:00 am – 12:00 pm ORGANIZING AN INVESTMENT COMPANY, REGISTERING ITS SHARES 

AND MAINTAINING A CONTINUOUS OFFERING 

Presented by: Ndenisarya M. Meekins 

• Forms of Organization 

• Registration of Shares on Form N–1A and Form N–2 

• 1940 Act Requirements—Capitalization, Independent Directors & Shareholder Approvals 

Ms. Meekins’s practice consists principally of representing investment 

companies and investment advisory firms as to regulatory and compliance 

issues, including issues related to federal securities law disclosure and SEC 

registration, as well as in connection with business transactions. She has drafted 

registration statements, proxy statements, SEC exemptive applications, and 

legal documents relating to the formation and termination of corporate entities 

and investment companies. Reach her on 202.778.9021 or ndenisarya.meekins@ 

klgates.com.

WEDNESDAY, NOVEMBER 7, 2007 (cont.) 


12:00 pm – 1:00 pm LUNCH AND Legislative update DISCUSSION 

Presented by: Bruce J. Heiman and the K&L Gates Public Policy Group 

Mr. Heiman concentrates his practice in the technology, trade, transportation 

and postal industries, representing companies and organizations before 

Congress and federal agencies. He regularly assists clients pursue legislation, 

helps them with the regulatory implementation of enacted laws, and pursues 

their interests in industry meetings as well as government negotiations. He 

served as legislative director and trade counsel to U.S. Senator Daniel Patrick 

Moynihan of New York from 1984 to 1987. Reach him on: 202.778.3935 

or bruce.heiman@klgates.com. 

1:00 pm – 1:15 pm WELCOME TO ADVANCED PROGRAM 







1:15 pm – 2:45 pm DUTIES AND RESPONSIBILITIES OF INVESTMENT ADVISERS: 

INVESTMENT POLICIES AND LIMITATIONS; TRANSACTIONS WITH AFFILIATES 

Presented by: Alan C. Porter and Mark C. Amorosi 

• Duties of Investment Advisers 

• The Investment Objective of a Fund 

• Fundamental and Non-Fundamental Investment Policies and Limitations 

• Transactions with Affiliates 

• Codes of Ethics 

Mr. Porter has more than 20 years of experience representing financial services 

companies, principally registered investment companies and investment advisers. 

His practice includes advising clients regarding a variety of regulatory 

and corporate matters, as well as representation of fund independent directors/trustees. 

Reach him on: 202.778.9186 or alan.porter@klgates.com. 

Mr. Amorosi focuses on investment management matters, with an emphasis 

on advising registered investment companies and investment advisers on various 

regulatory and compliance matters, including the organization, registration 

and operation of investment companies. Prior to joining Kirkpatrick & Lockhart 

Nicholson Graham LLP, 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). 

Reach him on: 202.778.9351 or mark.amorosi@klgates.com.



2:45 pm – 3:30 pm THE FUND’S BOARD OF DIRECTORS AND THE AUDIT COMMITTEE 


• What Do They Do? 

• Qualifications for Office 

• General Fiduciary Duties 

• Special Responsibilities Under the 1940 Act 

• Independence Issues 

• Audit Committee Responsibilities Under Sarbanes-Oxley 






3:30 pm – 3:45 pm BREAK 

3:45 pm – 4:30 pm COMPLIANCE, REPORTING AND RECORDKEEPING REQUIREMENTS 

Presented by: Fatima S. Sulaiman 

• Compliance programs and CCOs – Rule 38a–1 

• Required reports to the SEC and shareholders 

• Maintenance of records 

Ms. Sulaiman’s practice consists principally of representing investment 


issues, including issues related to federal securities law disclosure and 

SEC registration, as well as in connection with business transactions. She 

has drafted registration statements, proxy statements, SEC exemptive 

applications, and legal documents relating to the formation and termination 

of corporate entities and investment companies. Reach her on 202.778.9223 

or fatima.sulaiman@klgates.com.



4:30 pm – 5:15 pm MUTUAL FUND PRICING AND FAIR VALUATION 

Presented by: Fatima S. Sulaiman 

• Daily, Forward Pricing Requirement—Rule 22c–1 

• Market and Fair Value Determinations—Section 2(a)(41) and Rule 2a–4 

• Correction of Pricing Errors 

Ms. Sulaiman’s practice consists principally of representing investment 


issues, including issues related to federal securities law disclosure and 

SEC registration, as well as in connection with business transactions. She 

has drafted registration statements, proxy statements, SEC exemptive 

applications, and legal documents relating to the formation and termination 

of corporate entities and investment companies. Reach her on 202.778.9223 

or fatima.sulaiman@klgates.com. 

5:15 pm – 5:45 pm SPECIAL REQUIREMENTS FOR MONEY MARKET FUNDS (RULE 2a–7) 






or arthur.delibert@klgates.com.

THURSDAY, NOVEMBER 8, 2007 


8:00 am – 8:30 am BREAKFAST 

8:30 am – 9:30 am HOT TOPICS ON RECENT DEVELOPMENTS 

Presented by: Diane E. Ambler, Arthur C. Delibert, William A. Schmidt, Lori L. Schneider, 

Donald W. Smith, George J. Zornada and Robert Zutz 

Ms. Ambler 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: 202.778.9886 or diane.ambler@klgates.com 






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: 202.778.9373 or william.schmidt@klgates.com. 

Ms. Schneider’s practice focuses on regulatory and compliance issues 

affecting investment companies, investment advisory firms and investment 

company independent directors. She also represents and advises clients as 

to investment adviser acquisitions and investment company reorganizations. 

Reach her on: 202.778.9305 or lori.schneider@klgates.com. 

continued

THURSDAY, NOVEMBER 8, 2007 (cont.) 


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 bankaffiliated 

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: 202.778.9079 or 

donald.smith@klgates.com. 

Mr. Zornada practices inestment 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 employees’ securities companies. 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 their managers and advice to industrial and 

technology companies on their status under the Investment Company Act 

of 1940. Reach him on: 617.261.3231 or george.zornada@klgates.com. 

Mr. Zutz 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. 

He was a member of the Securities and Exchange Commission staff for 

over five years, including service in the Division of Investment Management 

and as Legal Counsel to a Commissioner. Reach him on: 202.778.9059 or 

robert.zutz@klgates.com. 

9:30 am – 10:15 am DISTRIBUTION OF MUTUAL FUND SHARES 

Presented by: Francine J. Rosenberger 

• Distribution Financing Arrangements (Sales Loads/Rule 12b–1 Plans) 

• Section 22(d) and Rule 12b–1 

• NASD Limitations 

• Multiple Class/Master-Feeder Arrangements 

Ms. Rosenberger concentrates on compliance, regulatory and transactional 

matters involving mutual funds, closed-end funds, exchange traded funds 

(ETFs) and investment advisers. Reach her on: 202.778.9187 or 

francine.rosenberger@klgates.com.



10:15 am – 10:30 am BREAK 

10:30 am – 11:00 am MUTUAL FUND ADVERTISING 

Presented by: George J. Zornada 

• Restrictions on Advertising 

• Advertising Rules—Rule 134, Rule 135a and Rule 482 

• Performance Advertising 

• NASD Role 

Mr. Zornada practices inestment 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 employees’ securities companies. 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 their managers and advice to industrial and 

technology companies on their status under the Investment Company Act 

of 1940. Reach him on: 617.261.3231 or george.zornada@klgates.com. 

11:00 am – 11:45 am PORTFOLIO BROKERAGE PRACTICES 

Presented by: Robert Zutz 

• “Best Price and Execution” Duty 

• Trade Allocation Matters 

• “Soft Dollars” and Directed Brokerage Arrangements 

Mr. Zutz 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. 

He was a member of the Securities and Exchange Commission staff for 

over five years, including service in the Division of Investment Management 

and as Legal Counsel to a Commissioner. Reach him on: 

202.778.9059 or robert.zutz@klgates.com. 

11:45 am – 12:15 pm SECURITIES LENDING 

Presented by: Robert A. Wittie 

Mr. Wittie concentrates in financial transactions and the regulation of 

investment companies and financial institutions. He represents mutual 

funds, securities firms and other financial services clients in connection 

with a range of matters, including secured credit, equity and structured 

finance, regulatory compliance and documentation issues, electronic 

commerce, privacy, anti-money laundering and legislative matters. 

Reach him at 202.778.9066 or robert.wittie@klgates.com.



12:15 pm – 1:00 pm LUNCH 

1:00 pm – 1:45 pm OVERVIEW OF FEDERAL TAX ASPECTS AFFECTING MUTUAL FUNDS 

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: 202.778.9025 or ted.press@klgates.com. 

1:45 pm – 2:15 pm ERISA ISSUES 

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. 

Reach him on: 202.778.9373 or william.schmidt@klgates.com. 

2:15 pm – 2:45 pm ANTI-MONEY LAUNDERING 

Presented by: Beth R. Kramer and András P. Teleki 

Ms. Kramer focuses her practice in the investment management and 

securities field. She regularly advises registered investment companies, 

investment advisers, private domestic and offshore investment funds and 

financial institutions on structuring, organization, distribution, compliance, 

anti-money laundering, and other regulatory issues. Reach her on 

212.536.4024 or beth.kramer@klgates.com. 

Mr. Teleki focuses his practice on regulatory compliance issues facing 

registered investment companies, broker-dealers, and insurance 

companies with respect to variable insurance products. He frequently 

works on developing anti-money laundering solutions for banks, asset 

management and insurance company clients and is a frequent speaker 

on this topic.He also has experience in corporate governance issues. 

Reach him on 202.778.9477 or andras.teleki@klgates.com.



2:45 pm – 3:15 pm VARIABLE INSURANCE PRODUCTS 

Presented by: András P. Teleki 

Mr. Teleki focuses his practice on regulatory compliance issues facing 

registered investment companies, broker-dealers, and insurance 

companies with respect to variable insurance products. He frequently 

works on developing anti-money laundering solutions for banks, asset 

management and insurance company clients and is a frequent speaker 

on this topic.He also has experience in corporate governance issues. 

Reach him on 202.778.9477 or andras.teleki@klgates.com. 

3:15 pm – 3:30 pm BREAK 

3:30 pm – 4:10 pm CLOSED-END FUNDS 

Presented by: Mark P. Goshko and Clair E. Pagnano 

Mr. Goshko 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 NASD, the Commodity Futures Trading 

Commission, the National Futures Association, the New York Stock 

Exchange and other regulatory agencies and organizations. Reach him on: 

617.261.3163 or mark.goshko@klgates.com. 

Ms. Pagnano 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 

Securities and Exchange Commission. Ms. Pagnano also has experience 

with Sarbanes-Oxley Act requirements as they relate to registered investment 

companies. Reach her on: 617.261.3246 or clair.pagnano@klgates.com.



4:10 pm – 4:50 pm EXCHANGE TRADED FUNDS (ETF’s) 

Presented by: Stacy Fuller and Francine J. Rosenberger 

Ms. Fuller’s focus is on serving the needs of investment advisory firms of 

all sizes with a particular emphasis on ETFs, closed-end funds and funds 

of funds. Ms. Fuller recently joined the firm 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 incentive compensation plans of Business 

Development Companies (BDCs) and with the waiver process under section 

9(c) of the 1940 Act. Reach her on: 202.778.9475 or stacy.fuller@klgates. 

com. 

Ms. Rosenberger concentrates on compliance, regulatory and transactional 

matters involving mutual funds, closed-end funds, exchange traded funds 

(ETFs) and investment advisers. Reach her on: 202.778.9187 or 

francine.rosenberger@klgates.com. 

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Investment Management Seminar Agenda - K&L Gates

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