Boston, Massachusetts TUESDAY, DECEMBER 9, 2014

Transcription

1 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 or 9:05 am 9:45 am Financial Industry Developments Presented by Nicholas S. Hodge, Sean P. Mahoney and Paulo J. Marnoto Convergence of Private Equity Funds, Hedge Funds, and Registered Funds JOBS Act Dodd-Frank Act Investment Adviser and Material Fund Developments Registered Fund SEC Guidance Statements OCIE Cybersecurity Risk Alert 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 or 1

2 Mr. Mahoney is a partner in the Boston office. His practice is focused in the areas of finance, corporate law and financial services regulation. He handles a broad array of finance and corporate transactions including credit facility negotiation and documentation, debt financings, mergers, asset acquisitions and dispositions, public and private securities offerings, non-controlling investments in regulated organizations, and bank and trust company formations. Additionally, he regularly advises clients in various segments of the financial services industry on regulatory issues arising at both the state and federal level including, among other things, issues arising under banking laws, consumer protection laws and privacy and information security laws. He has represented clients before the Federal Deposit Insurance Corporation, the Federal Reserve Board, the National Credit Union Administration, Office of Comptroller of the Currency as well as state regulatory agencies. He may be reached at or sean.mahoney@ klgates.com. 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 or paul.marnoto@klgates.com. 9:45 am 10:15 am Money Market Fund Reform Presented by Clair E. Pagnano and George P. Attisano 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 or clair.pagnano@klgates.com. 2

3 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 or george.attisano@klgates.com. 10:15 am 10:30 am Break 10:30 am 11:15 am Broker-Dealer Regulatory Update Presented by Michael S. Caccese and Kenneth G. Juster High Frequency Trading Crowd Funding Marketing and Placement Agents Broker-Dealer Status Issues for Private Funds Mr. Juster, a partner in the Boston office, advises clients on all aspects of compliance with federal and state laws and regulations and SRO regulations applicable to broker-dealers, investment advisers, private domestic and offshore investment funds, and registered funds. He counsels clients on a wide variety of regulatory matters concerning registered and private fund distribution; sales practices and trading; design and implementation of supervisory and compliance programs; review of existing policies and procedure; compliance with the net capital, margin and customer protection rules; clearance and settlement issues; soft dollar, directed brokerage and commission recapture programs; introducing and clearing relationships; and matters related to advertising and marketing, including marketing material reviews, training of legal, compliance and sales personnel, and the development of internal policies to address the marketing of securities products and investment advisory services. He may be reached at or ken.juster@klgates.com. 3

4 11:15 am 11:45 am European Issues Presented by C. Todd Gibson AIFMD UCITS 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 He also represented companies from various industries on investment company status issues. He may be reached at , or todd.gibson@klgates.com. 11:45 am 12:45 pm Lunch Break 12:45 pm 1:30 pm Registered Fund Board of Directors and Fund Governance Issues Presented by Mark P. Goshko and Clair E. Pagnano Valuation Matters Recent Developments Section 36(b) Matters Subadviser Suits 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, 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 or 4

5 1:30 pm 2:15 pm SEC Asset Management Unit, SEC Focus Points and Developments in Enforcement Presented by Michael S. Caccese, Luke T. Cadigan and Nicholas S. Hodge Admissions by Registrants in SEC Settlements The SEC Whistleblower Program SEC Performance and Material Non-Public Information Enforcement Actions 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. Before that, Mr. Cadigan spent seven years as an SEC Senior Trial Counsel, trying and otherwise litigating cases in both federal court and the SEC's administrative forum. He may be reached at or luke.cadigan@klgates.com. 2:15 pm 2:30 pm Break 2:30 pm 3:00 pm CFTC and Derivative Developments Presented by Michael W. McGrath and Skanthan Vivekananda Central Clearing SEFs Year One Initial Margin Segregation EMIR CPO/CTA Obligations and Exemptions Mr. McGrath is a partner 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 or michael.mcgrath@klgates.com. 5

6 Mr. Vivekananda, a partner in the Boston office, advises a wide variety of financial institutions in connection with derivatives and structured finance transactions, both from a transactional and regulatory perspective. Among other things, Mr. Vivekananda counsels clients in connection with bespoke derivatives products, such as swaps (including interest rate, credit, foreign exchange and equity based swaps), futures, options, securities lending agreements and repurchase agreements. A large portion of Mr. Vivekananda's practice also concerns the formation and structuring of cash and synthetic CDO and CLO vehicles and other securitization vehicles. He may be reached at or skanthan.vivekananda@klgates.com. 3:00 pm 3:30 pm Alternative Products/Registered Funds with Alternative Strategies Presented by Michael S. Caccese and George Zornada Alternative Funds Sweep 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. Mr. Zornda is a member of the Editorial Board of The Investment Lawyer. He may be reached at or george.zornada@klgates.com. 3:30 pm 4:00 pm Special Issues for Closed-End Registered Funds Presented by Clair E. Pagnano and 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 or trayne.wheeler@klgates.com. 6

7 4:00 pm 4:45 pm DOL, ERISA and Tax Developments Presented by Mark J. Duggan and Joel D. Almquist FATCA Hedge Fund Stock Options WAMCO Settlement 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 or mark.duggan@klgates.com. 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 or joel.almquist@klgates.com. 7