WEDNESDAY, NOVEMBER 7, 2007 (All times Eastern Standard Time) 10:00 - - PDF document

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 fjrm’s Investment Management Training Seminar. Reach him on: 202.778.9042

• r 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, invest- ment advisers and their affjliates. Her practice also includes the issues of fjdu- ciary responsibility that arise when the provision of fjnancial services to plans subject to ERISA involves multiple services, transactions with affjliated 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 fjrms 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.

(All times Eastern Standard Time)

WEDNESDAY, NOVEMBER 7, 2007

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

• r bruce.heiman@klgates.com.

1:00 pm – 1:15 pm WELCOME TO ADVANCED 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 fjrm’s Investment Management Training Seminar. Reach him on: 202.778.9042

• r arthur.delibert@klgates.com.

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 Affjliates
• Codes of Ethics
• Mr. Porter has more than 20 years of experience representing fjnancial services

companies, principally registered investment companies and investment ad-

• visers. His practice includes advising clients regarding a variety of regulatory

and corporate matters, as well as representation of fund independent direc- tors/trustees. Reach him on: 202.778.9186 or alan.porter@klgates.com.

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

(All times Eastern Standard Time)

WEDNESDAY, NOVEMBER 7, 2007 (cont.)

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2:45 pm – 3:30 pm THE FUND’S BOARD OF DIRECTORS AND THE AUDIT COMMITTEE Presented by: Arthur C. Delibert

• What Do They Do?
• Qualifjcations for Offjce
• General Fiduciary Duties
• Special Responsibilities Under the 1940 Act
• Independence Issues
• Audit Committee Responsibilities Under Sarbanes-Oxley
• 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 fjrm’s Investment Management Training Seminar. Reach him on: 202.778.9042

• r arthur.delibert@klgates.com.

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

companies and investment advisory fjrms 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

• f corporate entities and investment companies. Reach her on 202.778.9223
• r fatima.sulaiman@klgates.com.

(All times Eastern Standard Time)

WEDNESDAY, NOVEMBER 7, 2007 (cont.)

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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

companies and investment advisory fjrms 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

• f corporate entities and investment companies. Reach her on 202.778.9223
• r fatima.sulaiman@klgates.com.

5:15 pm – 5:45 pm SPECIAL REQUIREMENTS FOR MONEY MARKET FUNDS (RULE 2a–7) 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 fjrm’s Investment Management Training Seminar. Reach him on: 202.778.9042

• r arthur.delibert@klgates.com.

(All times Eastern Standard Time)

WEDNESDAY, NOVEMBER 7, 2007 (cont.)

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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 fjnancial 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. 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 fjrm’s Investment Management Training Seminar. Reach him on: 202.778.9042

• r arthur.delibert@klgates.com.
• Mr. Schmidt works in the areas of institutional investing and employee

benefjts, with particular emphasis on fjduciary responsibility matters under the Employee Retirement Income Security Act of 1974 (“ERISA”). Mr. Schmidt advises major fjnancial institutions, including banks, insurance companies, registered investment advisers and large employee benefjt 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 fjrms 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

(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007

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• 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- affjliated 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 affjliates, as well as questions arising from the other securities ac- tivities 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

• f 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

• ver fjve 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.

(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007 (cont.)

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(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007 (cont.) 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

• f 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

• ver fjve years, including service in the Division of Investment Man-

agement 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 fjnancial transactions and the regulation of

investment companies and fjnancial institutions. He represents mutual funds, securities fjrms and other fjnancial services clients in connection with a range of matters, including secured credit, equity and structured fjnance, 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.

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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

fjnancial institutions and other corporations, private investment and other partnerships and limited liability companies (including “hedge funds”),

• ther “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

benefjts, with particular emphasis on fjduciary responsibility matters under the Employee Retirement Income Security Act of 1974 (“ERISA”). Mr. Schmidt advises major fjnancial institutions, including banks, insurance companies, registered investment advisers and large employee benefjt 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 fjeld. She regularly advises registered investment companies, investment advisers, private domestic and offshore investment funds and fjnancial 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

• n this topic.He also has experience in corporate governance issues.

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

(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007 (cont.)

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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

• n 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

• n 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.

(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007 (cont.)

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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 fjrms of

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

• f funds. Ms. Fuller recently joined the fjrm from the SEC, where she held

various positions in the Offjce 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.

(All times Eastern Standard Time)

THURSDAY, NOVEMBER 8, 2007 (cont.)