Boston Management Training Program November 12, 2008

Combined Morning Session 8:30 a.m.–12:00 Noon

8:30 a.m.–8:35 a.m. Welcome Presented by Michael Caccese

8:35 a.m.–9:15 a.m. Overview of Investment Advisory Industry and Regulations Presented by: Rebecca O’Brien Radford/George Zornada

• Investment Advisory Organizations: Advisers, , Trust , Insurance Companies, -Dealers

• Investment Vehicles: Registered Funds and ETFs, Hedge Funds, Collective Funds, SMAs

• Regulation of the Investment Advisory Industry: General Fiduciary Principles, Securities Laws, ERISA, Banking Regulation

9:15 a.m.–10:00 a.m. Portfolio Valuation: Market Pricing and Fair Valuation Presented by: Mark Goshko

10:00 a.m.–10:15 a.m. Break

10:15 a.m.–11:00 a.m. Brokerage and Trading: Best Execution, Soft Dollars, Trade Allocation, Side-by-Side Management Presented by: Michael Caccese

11:00 a.m.–11:30 a.m. Derivatives Program Presented by: Gordon Peery

11:30 a.m.–12 Noon Overview of Federal Tax Aspects Affecting Funds Presented by: Joel Almquist

12 Noon–1:00 p.m. Lunch

Afternoon Session 1:00 p.m.–4:30 p.m.

* Note: we will be breaking the afternoon sessions into a track and a registered fund track in order to cover more ground

Hedge Fund Track 1:00 p.m.–3:45 p.m.

1:00 p.m.–2:00 p.m. Hedge Fund Basics Presented by: Nicholas Hodge/Trayne Wheeler

• Investment Strategies

• Private Placement Memorandum and Limited Partnership Agreement

• Capital Accounts and Performance Allocations

• Agreements with : Subscription Agreement and Side Letters 2:00 p.m.–2:45 p.m. Conflicts of Interest: Associated with Hedge Funds Presented by: Nicholas Hodge/Rebecca O’ Brien Radford

• Principal Transactions

• Side Letters

• Side pockets

• Side by Side Management

2:45 p.m.–3:00 p.m. Break

3:00 p.m.–3:15 a.m. Prime Brokerage Issues Presented by: Gordon Peery

3:15 p.m.–3:45 p.m. Distribution and Compliance Issues Applicable to Hedge Funds and Investment Adviser Advertising Presented by: Michael Caccese

Registered Fund Track 1:00 p.m.–3:45 p.m.

1:00 p.m.–1:45 p.m. Mutual Fund Basics Presented by: George Attisano/Candace Cavalier

• Organization and Form

• Prospectus and Registration

• Contracts: Required Elements and Board Approval

• Investment Restrictions and Capital Structure

1:45 p.m.–2:30 p.m. Fund Distribution and Advertising Presented by: George Zornada

• Mutual Fund Sales Charges and Revenue Sharing

• Performance Advertising & Restrictions on Advertising

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

• FINRA Role and Limitations

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

• Section 22(d) and Rule 12b–1

• Multiple Class/Master-Feeder Arrangements

2:30 p.m.–2:45 p.m. Break

2:45 p.m.–3:15 p.m. Closed-End Funds Presented by: Mark Goshko/Clair Pagnano

3:15 p.m.–3:45 p.m.  Compliance Programs and Conflicts of Interest (Affiliated Transactions and Codes Ethics) Presented by: Clair Pagnano/George Attisano

Combined Session at End of Day 3:45 p.m.–4:30 p.m.

Hot Topics Presented by: Michael Caccese, Mark Goshko, Rebecca O’Brien Radford and Gordon Peery

• Selling and Derivatives

• Dealing With the Credit Crisis

• Funds: Breaking the Buck and Credit Ratings Joel Almquist 617.261.3104 [email protected] Mr. Almquist 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, funds and funds involving special 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.

George Attisano 617.261.3240 [email protected] Mr. Attisano focuses his practice on various issues and matters under the Investment Act and the Investment Advisers Act . Mr. Attisano has extensive experience with a wide variety of SEC filings, including registration statements, proxies and shareholder reports . He has counseled open-end and closed-end fund boards on a variety of legal issues. He also has counseled 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.

Michael Caccese 617.261.3133 [email protected] Mr. Caccese is one of three Practice Area Leaders of K&L Gates’ Financial Services practice, which includes the firm’s and Broker Dealer practice groups. 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 broker-dealer 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.

Candace Cavalier 617.951.9188 [email protected] Ms. Cavalier focuses on general investment management matters. She has experience representing open and closed-end investment companies. Ms. Cavalier advises mutual fund complexes on regulatory and compliance matters; including registration, proxy issues and fund closings. She also has experience with Sarbanes-Oxley Act requirements as they relate to registered investment companies.

Mark Goshko 617.261.3163 [email protected] Mr. Goshko focuses his practice on investment management law, including the representation of registered open- and closed-end investment companies, 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 Exchange and other regulatory agencies and organizations. Nicholas Hodge 617.261.3210 [email protected] Mr. Hodge concentrates his practice in 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.

Rebecca O’Brien Radford 617.261.3244 [email protected] Ms. Radford is a partner in the investment management practice group where she focuses her practice on investment management and securities law. She counsels investment companies and hedge funds on fund formation, legal, regulatory and compliance issues, including mergers, acquisitions, reorganizations and proxy statements. Ms. Radford also advises clients dealing in futures contracts and options on futures contracts on applicable provisions of CFTC and NFA regulations.

Clair Pagnano 617.261.3246 [email protected] 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.

Gordon Perry 617.261.3269 [email protected] Mr. Peery works exclusively as a derivatives lawyer. He represents a wide range of clients in the firm’s Investment Management, Derivatives and Structured Products practice groups and is a leader of the firm’s Derivatives Task Force.

Trayne Wheeler 617.951.9068 [email protected] Mr. Wheeler concentrates his practice in the corporate, securities and investment management areas. His practice focuses on advising registered and unregistered investment companies, 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 service-providers. He has worked on internal policies, procedures, compliance checklists, CCO policies and procedures, advisory contracts and corresponding disclosures in SEC forms for investment companies and investment advisers. Mr. Wheeler also has experience with the launching of new mutual funds and has drafted numerous registration statements for open- and closed-end investment companies and has assisted in the drafting of opinions as well as assisted clients in discussions with the SEC staff. He has acted as Fund counsel and independent director counsel for various mutual fund complexes. Mr. Wheeler has also acted as special counsel organizing the launch of closed-end funds.

George Zornada 617.261.3231 [email protected] Mr. Zornada 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 .