Rocky Mountain Securities Conference LIVE ONLY: FRIDAY, MAY 9, 2014 At the Grand Hyatt Denver 1750 Welton Street, Denver, CO

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1 Co-sponsored by the and the Business Law Section of the Colorado Bar Association 46 TH ANNUAL Rocky Mountain Securities Conference LIVE ONLY: FRIDAY, MAY 9, 2014 At the Grand Hyatt Denver 1750 Welton Street, The Rocky Mountain Region s PREMIER securities conference presented by many of the country s most knowledgeable securities practitioners! TOPICS INCLUDE: Current Enforcement Trends and Priorities The Defense Perspective General Counsel Roundtable Ethical Issues in Litigation Regulated Entities - Perspectives from the Regulators and the Industry Corporation Finance Update Corporate Governance - Current Issues Confronting Boards of s Ethical Issues in SEC Investigations and Litigation Flash Courses: Insider Trading Complex Financial Instruments Crowdfunding and Other JOBS Act Rules Update CLE CREDITS: Submitted for 10 General CLE Credits, including 2 Ethics Credits Unmatched networking opportunities! Hear from local, statewide and national practice leaders! The 46th Annual Rocky Mountain Securities Conference provides a line-up of presenters who are well known throughout the securities profession and whose observations have earned the respect and attention of the investment community. REGISTER FOR THIS PROGRAM ONLINE! Go to

2 46 TH ANNUAL Rocky Mountain Securities Conference Co-sponsored by the and the Business Law Section of the Colorado Bar Association LIVE ONLY: FRIDAY, MAY 9, 2014 At the Grand Hyatt Denver 1750 Welton Street, You would have to travel to Washington DC or New York paying thousands of dollars to find a conference that offers as much as this for a fraction of the cost. Reserve your place and be part of this very special event right here in Denver! IF YOU WANT TO GET THE FACTS FROM THE EXPERTS, DON T MISS THIS CONFERENCE! Register today seating is limited! CLE CREDITS: Submitted for 10 General CLE Credits, including 2 Ethics Credits PLANNING COMMITTEE AND FACULTY PLANNING COMMITTEE Julie K. Lutz,* Program Chair Regional George Curtis* Gibson, Dunn & Crutcher, LLP Former Regional Robert Davenport Jones & Keller, PC Of Counsel Former Regional Randall Fons* Morrison & Foerster LLP Former Regional Donald Hoerl* Consultant and Former Regional Daniel F. Shea* Hogan Lovells LLP Former Regional * Also on Faculty FACULTY Andrew Bowden Office of Compliance Inspections and Examinations Mary Brady Assistant Regional Professor J. Robert Brown, Jr. Professor of Law University of Denver Sturm College of Law Andrew Ceresney Division of Enforcement Jason Day Perkins Coie LLP James Doty Chairman Public Company Accounting Oversight Board Gerald Dougherty Deputy FINRA Honorable Daniel M. Gallagher er Reid Godbolt President and Shareholder Jones & Keller, PC Kevin Goodman National Associate Broker-Dealer Examination Program Office of Compliance Inspections and Examinations Daniel L. Jablonsky Sr. Vice President and General Counsel DigitalGlobe, Inc. Longmont, CO David Kowalski Sr. Vice President and Chief Compliance Officer Janus Capital Group, Inc. Honorable Marcia Krieger Chief United States District Judge District of Colorado Monica K. Loseman Gibson, Dunn & Crutcher LLP Thomas J. Krysa Regional Trial Counsel Joan McKown Jones Day Margaret McLean Sr. Vice President and General Counsel Teletech Holdings, Inc. Englewood, CO Laura Metcalfe Assistant Complex Financial Institutions Unit John Olson Gibson, Dunn & Crutcher, LLP Shelley Parratt Deputy Division of Corporation Finance Kim Rivera Chief Legal Officer and Corporate Secretary DaVita Healthcare s, Inc. Gerald Rome Acting er Colorado Division of Securities Jay Scoggins Assistant Market Abuse Unit Andrew Shoemaker Shoemaker Ghiselli + Schwartz, LLC Boulder, CO Daniel M. Sibears Executive Vice President FINRA Holly Stein Sollod Holland & Hart LLP Elizabeth Karpinski Vonne Davis Graham & Stubbs LLP John Walsh US Attorney District of Colorado David Zisser Of Counsel Davis Graham & Stubbs LLP

3 PROGRAM AGENDA 7:00 am Registration 7:50 am Welcoming Remarks Julie K. Lutz, Program Chair, Regional, Denver Regional Office, SEC Gary Abrams, Executive, Colorado Bar Association CLE 8:00 am KEYNOTE ADDRESS - Honorable Daniel M. Gallagher, SEC er 8:30 am Current Enforcement Trends and Priorities. In the past year, SEC Chair White has unveiled her plan to deploy the full enforcement arsenal, while the DOJ and state securities regulators have pursued robust enforcement initiatives. This panel will provide the regulators' view of current enforcement trends and include: Legal and policy developments Litigation developments Financial reporting and audit matters Enforcement priorities - civil, criminal and regulatory Moderator: Julie K. Lutz, Regional, Denver Regional Office, SEC Panelists: Andrew Ceresney, Division of Enforcement, SEC, John Walsh, United States Attorney District of Colorado, and Gerald Rome, Acting er Colorado Division of Securities 9:20 am Flash Course - Insider Trading. New developments and enforcement techniques for insider trading matters, including: Proactive detection of insider trading Trader-based versus issuer-based approach Uncovering connections between tippers and traders Randall J. Fons,, Morrison Foerster, and Jay Scoggins, Assistant, Market Abuse Unit, SEC 9:45 am Networking Break 9:55 am The Defense Perspective Are settlements more difficult and trials becoming more prevalent? Change in the SEC's no admit/no deny policy - greater demand for admissions Increased reliance on administrative proceedings vs. injunctive actions Cooperation agreements ships as securities Corporate penalties Renewed enforcement focus on financial reporting Moderator: Donald M. Hoerl, Consultant and Former, SEC Denver Regional Office Panelists: Joan McKown,, Jones Day, Randall J. Fons,, Morrison Foerster, Monica K. Loseman,, Gibson, Dunn and Crutcher LLP, and Andrew Shoemaker,, Shoemaker, Ghiselli + Schwartz, LLC 10:45 am General Counsel Roundtable. Current issues confronting Public Company General Counsels, including: Dealing with Whistleblowers Overseeing an effective compliance program Preparing for and dealing with derivative litigation Moderator: Daniel F. Shea, Of Counsel, Hogan Lovells Panelists: Daniel L. Jablonsky, Sr. Vice President and General Counsel DigitalGlobe, Inc., Margaret McLean, Sr. Vice President and General Counsel Teletech Holdings, Inc., and Kim Rivera, Chief Legal Officer and Corporate Secretary, DaVita Healthcare s, Inc. 11:35 am Flash Course - Complex Financial Instruments. Exam and enforcement perspectives on complex financial instruments, including: What are "complex financial instruments" and why you should care Who structures these securities and why do investors buy them How does the SEC police sales of complex instruments Kevin Goodman, National Associate, Broker-Dealer Examination Program in the SEC's Office of Compliance Inspections and Examinations (OCIE), and Laura Metcalfe, Assistant, Complex Financial Instruments Unit, SEC

4 11:55 am Luncheon and Speaker - Ethics or Ethos - Professing the Rule of Law Honorable Marcia Krieger, Chief United States District Judge, District of Colorado 1:10 pm Regulated Entities. Perspectives from the regulators and the industry, including: Emerging risks Current examination focus areas New registrant types Moderator: Kevin Goodman, National Associate, Broker-Dealer Examination Program in the SEC's Office of Compliance Inspections and Examinations (OCIE) Panelists: Andrew Bowden,, SEC's Office of Compliance Inspections and Examinations, Daniel M. Sibears, Executive Vice President, FINRA, and David Kowalski, Sr. Vice President, Chief Compliance Officer, Janus Capital Group, Inc. 2:00 pm Corporation Finance Update. Join the Deputy of the SEC's Division of Corporation Finance and prominent counsel for a discussion of new rules and other current issues, including: General solicitation and general advertising in Rule 506 Proposed Amendments to Regulation D, Form D, & Rule 156 SEC Investment Advisory Committee The new Regulation A proposal Pay ratio disclosure Moderator: Reid A. Godbolt, President and Shareholder, Jones & Keller, P.C. Panelists: Shelley Parratt, Deputy, Division of Corporation Finance, SEC, Professor J. Robert Brown, Jr., University of Denver, and Jason Day,, Perkins Coie LLP 2:50 pm Flash Course - Crowdfunding and Other JOBS Act Rules Update FINRA's examination role for crowdfunding portals Filings with FINRA and the SEC under new provisions SEC's current enforcement approach to the JOBS Act Gerald Dougherty, Deputy, Denver Office, FINRA, and Mary Brady, Assistant Regional, SEC 3:10 pm Networking Break 3:25 pm Corporate Governance - Current Issues Confronting Boards of s Executive compensation and succession issues: Pay ratio disclosure, compensation standards, and claw backs Today's activists: Their objectives and tactics; how to respond Board oversight of risk: Understanding the full risk map, including IT and reputational risk Audit Committees, internal controls and the PCAOB: New focus on audit committees, what they need to know, and what they should be doing to oversee auditors Board responsibilities in M&A transactions Moderator: George Curtis,, Gibson, Dunn & Crutcher LLP Panelists: James R. Doty, Chairman, Public Company Accounting Oversight Board, John F. Olson,, Gibson, Dunn & Crutcher LLP, and Elizabeth Karpinski Vonne,, Davis, Graham & Stubbs LLP 4:15 pm Ethical Issues in SEC Investigations and Litigation Representation of multiple parties and contact with represented individuals Internal investigations Waiver of attorney client privilege and use of F.R.Civ.P. 502(d) orders Recent developments in discipline of attorneys appearing and practicing before the Moderator: Thomas J. Krysa, Regional Trial Counsel, SEC Panelists: Holly Stein Sollod,, Holland & Hart LLP, and David Zisser, Of Counsel, Davis, Graham & Stubbs LLP 5:05 pm Adjourn REGISTER ONLINE! Go to

5 46 TH Annual Rocky Mountain Securities Conference Co-sponsored by the and the Business Law Section of the Colorado Bar Association Register by PHONE when using VISA, MC or AmEx In Denver: (303) Toll-Free: (888) Or FAX form to when using VISA, MC or AmEx FAX to: (303) Or MAIL form to CLE in Colorado 1900 Grant St, Suite Or Register ONLINE when using VISA, MC or AmEx Go to LIVE PROGRAM ORDER FORM LIVE PROGRAM ONLY: MAY 9, 2014 In Denver at the Grand Hyatt Denver 1750 Welton Street, Your course tuition includes: Course materials (please select paper or digital), admission to the entire Conference including lunch. You MUST indicate if you plan to attend the luncheon or one will not be ordered for you. STEP 1 - REGISTRATION TUITION: (BL050914L) Non-Member:...$399 CBA Member:...$349 Colorado CPA Society Member:...$349 CBA Business Law Section Member:...$319 Government Employee:...$319 New Lawyer (not a section member; in practice 3 years or less):...$299 New Lawyer CBA Business Law Section Member:...$199 Employee:...$125 CLE Elite Pass Holder:...$175 STEP 2 - LUNCHEON: YES - I will attend the luncheon I require a vegetarian selection NO - I will not attend the luncheon STEP 3 - SELECT MATERIALS FORMAT (Please Select One): Materials on Flash Drive (pick up at seminar) Printed Book (pick up at seminar) LIVE PROGRAM TOTAL $ HOMESTUDY ORDER FORM HOMESTUDY FORMAT & CREDITS: Homestudy is available in 2 formats: MP3 Audio Download or CD-Rom. When ordering, please indicate which format you wish to receive. Submitted for 10 General CLE Credits, including 2 Ethics Credits. To receive full CLE credit, you must purchase the course materials AND the recorded seminar. STEP 1 - SELECT DESIRED PRODUCT FORMAT: MP3 Audio Download (BL050914J) Paper course materials and recorded homestudy on CD-Rom (BL050914D) STEP 2 - SELECT PAYMENT CATEGORY: Non-member:...$399 CBA Member:...$349 Elite CLE Pass Holder: (MP3 ONLY)...FREE Basic CLE Pass Holder: (MP3 ONLY)...FREE NOTE: Step 3 is for course materials only purchases. Skip this step if you purchased the HOMESTUDY. STEP 3 - COURSE MATERIALS ONLY: (Paper Only - BL050914C): Non-member: $159 CBA Member: $129 NOTE: Shipping & handling only applies to orders you receive via mail. Materials will be mailed to you approximately 2 weeks after live program. Price $ Shipping & Handling $ Subtotal $ Applicable Sales Tax (7.62% Denver, 4% RTD and 2.9% rest of Colo.) $ HOMESTUDY TOTAL $ Name Atty. Reg. # Firm/Organization Address Street Address City State Zip Telephone ( ) Fax ( ) PAYMENT METHOD: Enclosed is my check made payable to CBA-CLE VISA MasterCard AmEx Credit Card # Exp. Date Signature Required for credit card orders CANCELLATION POLICY: If you are unable to attend, please notify CBA-CLE by May 5, 2014 and we will gladly refund your tuition in full, transfer your tuition to the homestudy, or you may send someone in your place. Cancellations after May 5 will be refunded less a $50 cancellation fee. CLE Use Only: Check #: Approval #:

6 46 TH ANNUAL Rocky Mountain Securities Conference 1900 Grant Street, Suite 300, Denver, Colorado Nonprofit Org. U.S. Postage Paid Permit No LIVE ONLY: MAY 9, 2014 At the Grand Hyatt Denver 1750 Welton Street, Co-sponsored by the and the Business Law Section of the Colorado Bar Association CLE CREDITS: Submitted for 10 General CLE Credits, including 2 Ethics Credits REGISTER ONLINE! Go to Co-sponsored by the and the Business Law Section of the Colorado Bar Association 46 TH ANNUAL Rocky Mountain Securities Conference LIVE ONLY: FRIDAY, MAY 9, 2014 At the Grand Hyatt Denver 1750 Welton Street, UNMATCHED NETWORKING OPPORTUNITIES! Hear from local, statewide and national practice leaders! The Rocky Mountain Region s PREMIER securities conference presented by many of the country s most knowledgeable securities practitioners! REGISTER FOR THIS PROGRAM ONLINE! Go to