presents Mutual Fund BestPractices ForumJune 13-14, 2005, Union League Club, New York City

Achieving Compliance, Profitability and Transparency in Today’s Era of Accountability

Hear Expert Speakers From These Companies:Alliance Capital • AMVESCAP PLC • Aquila Funds • Bear StearnsAsset Management • BNY Research • Citigroup Global TransactionServices • Deloitte Consulting LLP • Fidelity Management &Research • ING Funds Unified Board • Investment CompanyInstitute (ICI) • Kirkpatrick & Lockhart Nicholson Graham LLP •Kramer Levin Naftalis & Frankel LLP • Merrill Lynch InvestmentManagers • Morgan Lewis & Bockius LLP • Mutual Fund DirectorsForum • NASD • New York Life Investment Management • PutnamInvestments • SEC • Shearman & Sterling LLP • T. Rowe PriceAssociates, Inc. • The Victory Portfolios, The Liberty Ridge Funds •UBS Global Asset Management

Hear from Past Attendees:“Excellent seminar! Great panels!” “Agenda was very pertinent and all-encompassingGreat conference.”

“Relevant issues, good controversial topics andpresentations.”

“I learned a lot!”

N E W !POST-CONFERENCE PRACTICAL WORKSHOPBest Practices for Implementing Your Soft Dollar Program Get all your questions answered on the latest unbundling anddisclosure regulations and learn practical tools for developing acompliant soft dollar program to meet regulators’ and investors’concerns.

TO REGISTER:Call 212.224.35701.800.437.9997email: registration@iievents.comwww.iievents.comFax: 212.224.3493

presents

Day One, Monday June 13, 2005

Mutual Fund Best Practices Forum

8:45Welcome from Institutional Investor & Chair’s Opening RemarksDiana McCarthy, Partner, Drinker Biddle & Reath LLP

9:00Keynote AddressRichard A. Monaghan, Senior Managing Director, Head of RetailManagement Group, Putnam Investments

9:30Panel Debate: Discussing the Ramifications of the Mutual FundSweep and Emerging Best Practices for Achieving Accountability� Debating how Spitzer’s crackdown and tougher regulatory

oversight has impacted:➢ Trading practices➢ Compensation fees➢ Operational costs ➢ Staffing➢ Fund performance➢ Competition

� Measuring and managing the costs of achievingcompliance:➢ How should these costs be allocated amongst the

fund, the adviser, B/Ds and the board?� Further steps in building a ‘culture of compliance’:

➢ Predicting how fiduciary standards and best practicesmay evolve going forward and emerging trends intrading, fund management and the revision ofprospectuses

Henry H. Hopkins, Chief Legal Counsel, Director of U.S. AssetManagement Compliance Goldman, Sachs & Co.Gregory N. Bressler, Vice President, T. Rowe Price Associates, Inc.

10:15Update on Pending SEC Action: What More Lies Ahead for MutualFunds, Their Investment Advisers and Broker/Dealers?� Clarifying the current and emerging regulatory roadmap in

the areas of: ➢ Soft dollar research/unbundling requirements ➢ 12b-1 fees➢ IA reporting requirements ➢ Directed brokerage➢ Point-of-sale disclosures for B/Ds➢ Late trading/market timing: 4pm close➢ Guidelines on fair value pricing➢ Independence of Board Directors➢ Anti-money laundering requirements and SAR (suspicious

activity reporting) for IAs➢ Disclosure requirements for fund performance

advertising➢ Form ADV Part II➢ Record-keeping and e-mail retention➢ Hedge fund registration

� Examples of recent enforcement cases: what lessons canbe learned?

Moderator: W. John McGuire, Partner, Morgan, Lewis &

Bockius LLPBarry Goldsmith, Executive Vice President, Enforcement, NASD Walter Ricciardi, District Administrator - Boston District Office,Securities and Exchange Commission (SEC)

11:15Morning Break

11:45The New and Evolving Role of the CCO� Comparing the pros and cons of different models within

different funds:➢ Can the fund’s CCO be the adviser’s CCO?➢ How important is it to have a full-time CCO?➢ What aspects of the CCO function can be outsourced?

What are the associated costs?� Building a strong interface between:

➢ The fund’s CCO and the adviser’s CCO➢ The CCO and:

➢ The rest of the compliance team and otherbusiness units

➢ Third party service providers; administrators,transfer agents and other fund intermediaries

➢ The fund board� The CCO’s role in the due diligence and monitoring of third

parties: is it appropriate to use an outside audit firm orconsultancy?

� Clarifying CCO liability issues� Oversight of the compliance function:

➢ Understanding the board’s criteria for evaluating CCOs Hal Liebes, Group Compliance Officer, AMVESCAP PLCJoseph McGill, Chief Compliance Officer, UBS Global AssetManagementEric Roiter, Senior VP & General Counsel, Fidelity Management &Research

12:00Q&A Session

12:15Lunch

12:30Lunch sponsored by BNY Securities GroupLuncheon Speaker: John D. Meserve, Independent Researchand Commission Management Services, BNY Securities Group

2:00Preparing for the IA’s Annual Review and the SEC’s ‘Risk-Based’ExaminationsI: IA Annual Review� Understanding the reporting requirements:

➢ What documentation will be needed and in how muchdetail?

� How to build on current monthly/quarterly reports as yourfoundation

� Leveraging support from the Board in preparing the review� Managing the additional reporting and documentation costs

of the review

II: SEC Examinations� What are the SEC’s key priorities when conducting an

audit?� What do you need to have ready now, to minimize time

delays and complications in the event of anexamination?

� How much should you invest in new risk managementtools and strategies to satisfy requirements?

� Step-by-step guide to a real SEC examination:➢ What experiences can be shared? ➢ What are the potential pitfalls to avoid?

Moderator: Margaret Sheehan, Partner, Alston & Bird LLPJohn Walsh, Associate Director – Chief Counsel, Securities andExchange Commission (SEC)

3:00Afternoon Break

3:30Overcoming The Challenges of Achieving Fair Valuation � To what extent is the industry responding to market

timing problems through fair valuation?� Determining the role of the accounting, auditing and

compliance teams in building effective valuation procedures� Who should have the ultimate responsibility for

valuation? The CFO/CEO/CRO?� What level of responsibility should the board take in

devising and monitoring the fund’s pricing strategy?� Determining the role of the third party administrator in

valuation� Defining fair value models for international funds

George Zornada, Partner, Kirkpatrick & Lockhart NicholsonGraham LLP

4:15Q&A Session

4:30Preparing for Upcoming Changes in B/D Revenue-SharingPractices � Reviewing the latest developments in point-of-sale

disclosures for B/Ds and their impact on:➢ Revenue-sharing agreements➢ Fund sales

� Determining the implementation costs of meeting point-of-sale disclosure requirements

� How much responsibility should B/Ds have forcompiling commission data for shareholders?

� How are B/Ds and fund companies working together tofacilitate the disclosure process, reduce costs andminimize delays in fund sales?

Meyer Eisenberg, Deputy General Counsel, Office of theGeneral Counsel, Securities and Exchange Commission(SEC)

5:15Chair’s Closing Remarks and End of Day OneDiana McCarthy, Partner, Drinker Biddle & Reath LLP

5:30Cocktail Reception

8:30Keynote AddressRobert L. Reynolds, Vice Chairman & COO, Fidelity Investments

9:00Fund Governance: Clarifying The Role of the IndependentDirector in Identifying Best Practices in Fund Managementand Oversight � What are the criteria for defining good governance and

fairness to the shareholder? Is it possible to createscorecards?

� What challenges have been faced by boards so far inmeeting the independent director requirements?

� Which functions are being outsourced and howeffective is this?

� Defining the duties and responsibilities of theindependent director:➢ What guidelines are currently in place?

� Striking the right balance between thorough oversightand micro-management:➢ To what extent do directors need to get involved in

distribution, sales and fund management issues?� Examining the challenges of directing multiple funds� Workable strategies for achieving effective:

➢ Interaction with the fund and its adviser➢ Negotiation, evaluation and renewal of IA contracts

and management fees➢ Decision-making on redemption fees➢ Oversight of CCOs and third parties➢ Management of conflicts of interest➢ Board self-evaluation

Moderator: Allan Mostoff, President, Mutual Fund DirectorsForumTed Mason, Chairman, Aquila Funds Jock Patton, Independent Chairman, ING Funds Unified Board Leigh A. Wilson, Independent Chairman, The VictoryPortfolios, The Liberty Ridge Funds

9:45Q&A Session

10:00Mutual Fund Trading and Best Execution Strategies� Late Trading: What systems and strategies are in place

for monitoring, detecting and preventing late tradingpractices?

� Lessons learned from recent enforcement actionsrelating to late trading

� Trade allocations: Managing conflicts of interest andthe challenges of achieving transparency for theshareholder when trading:

� Side-by-side accounts (eg mutual funds/separatelymanaged accounts; mutual funds/hedge funds)

� Omnibus accounts � Preparing for potential further oversight on trading

practices:➢ ‘Hard close’ rule➢ 2% redemption fees

� Examining the benefits of investing in legal protectionagainst liability for late trading

� Practices for ensuring best execution:➢ Order-routing to B/Ds: oversight of the IA’s books

and records

Day Two, Tuesday June 14, 2005

Best Practices for Implementing Your Soft Dollar Program This new workshop will offer crucial insights from experienced industry experts into the latest developments insoft dollar regulations, unbundling and disclosure issues, as well as practical tools for developing a compliantsoft dollar program. The format will be interactive with ample time for discussion and troubleshooting.

Practical Post Conference Workshop

2:30

–5:0

0pm Workshop Chairs:

Moderator: Marc Frimet, SeniorCounsel, BNY Securities GroupMeyer Eisenberg, Deputy General Counsel,Office of the General Counsel,Securities and Exchange Commission(SEC)Mark R. Manley, SVP, Deputy GeneralCounsel & Chief Compliance Officer,Alliance Capital ManagementBarry P. Barbash, Partner, Shearman &Sterling LLP

Session I: Introduction� The current landscape for soft

dollar research and directedbrokerage

Session II: Preparing for New Regulation� Review of the NASD Task Force’s

findings on soft dollar practices � Pending SEC proposals and

regulations – what are the likelytimelines? How to prepare?

� Pressure from the industry: Howmuch power does this have?

Session III: Unbundling and DisclosureIssues� Defining research – what

constitutes intellectual content?� Should B/Ds unbundle their

commissions into brokerage andresearch costs?

� Should the disclosure of researchcosts extend to proprietary as wellas third-party research? Doinvestors care, as long as qualityresearch leads to goodperformance?

� How accurately can research costsbe quantified?

� Clarifying Section 28(e) safeharbors and their limitations

� Understanding the impact ofunbundling on: B/Ds/investmentmanagers/research firms

Session IV: Developing a Compliant SoftDollar Program and Allaying InvestorConcerns� Checklist of ‘do’s’ and ‘don’ts’ � Methods for achieving transparency

when reporting your soft dollarpractices to:

➢ The board➢ The regulators➢ Shareholders

Session V: Planning Ahead

� What is the future of soft dollarresearch and how to prepare?

� Insight into U.K. soft dollarregulations and their potentialadoption in the U.S.

Q&A & Troubleshooting Session

End of Workshop

Day Two, Tuesday June 14, 2005 (con’t)➢ Scrutiny of floor brokers to avoid front-running

Jay G. Baris, Partner, Kramer Levin Naftalis & Frankel LLP Jamie Bogen, Senior MD, Head of Trading, Bear StearnsAsset ManagementAndrew J. (Buddy) Donohue, General Counsel and First VicePresident, Merrill Lynch Investment ManagersFred Federspiel,President, Pipeline Trading Systems, LLC

10:45Morning Break

11:15Determining the Future of 12b-1 Fees and Fund Fees � 12b-1 fees - reviewing the latest findings of the NASD

Task Force:➢ What are the implications if they are abolished, or

restructured? � Industry standards for fund fees:

➢ Have they been squeezed enough? What should bedeemed reasonable?

➢ What tools should fund boards use for analyzingperformance, expenses and fees before renewing IAagreements?

Chris Blunt, EVP - Retail Investments, New York LifeInvestment ManagementSean Collins, Senior Economist, Investment Company Institute(ICI)

12:00Leveraging Compliance Technologies and Outsourcing to Third Party Service Providers to Reduce Regulatory andOperational Costs � Understanding emerging technology trends in the new

regulatory environment� Build, buy or outsource? What are the cost savings?� Examining the latest tools and solutions available for:

➢ Automated record-keeping ➢ E-mail surveillance and retention software➢ Data storage and management➢ Fund administration➢ Pricing and valuation➢ Reporting of performance data➢ Monitoring capital flows➢ AML (anti-money laundering) platforms➢ Managing soft dollar programs

Chandresh Iyer, Managing Director, Citigroup GlobalTransaction ServicesAdam Schneider, Principal, Deloitte Consulting LLP

12:45Chair’s Wrap up, Q&A

1:00Conference Adjourns

EVENT OVERVIEWBuilding on the success and high qualityreputation of our previous mutual fund events,our 2005 Mutual Fund Best Practices event willoffer essential tools and insights on the latesttrading, compliance and fund managementissues affecting the industry, such as softdollars and best execution strategies, the role ofthe CCO, the IA Annual Review, 12b-1 fees andfund fees, fair valuation, B/D disclosure issues,fund governance and more. Two years down theline since the regulatory crackdown, whatdefines current best practices and how can youkeep up?

WHO WILL ATTEND?Compliance Officers, CCOs, General Counsel,Portfolio Managers, Traders, OperationsManagers, Investment Advisers, Trustees,Directors, Board Members, Attorneys,Accountants and Auditors From: MutualFund Companies, Investment Advisory Firms,Broker/Dealers, Fund Administrators, TransferAgents, Fund Boards, Law Firms, AccountingFirms, Compliance Technology Providers,Industry Associations and Regulatory Bodies

Administration Information:

Mutual Fund Best Practices ForumAchieving Compliance, Profitability and Transparency in Today’s Era of AccountabilityJune 13-14, 2005, Union League Club, New York City

CANCELLATION POLICYAll cancellations must be submitted in writing before May 30, 2005. Creditvouchers will be issued for the full amount (valid for 12 months) and canbe used for other conferences hosted by Institutional Investor Events.Refunds will be subject to a $300 administrative cancellation fee. Norefunds or vouchers will be issued for cancellations received after May 30,2005. Substitute delegates are always welcome and will be admitted forno extra charge. In the event of conference cancellation, InstitutionalInvestor Events assumes no liability for airfare, hotel or other travelcharges incurred by registrants. The conference program and speakers aresubject to change without notice.

REGISTRATION FEEThe registration fee includes participation in the conference, lunches anddocumentation material, which will be distributed at the beginning of theevent. All registrations are considered binding on receipt of the registrationform. For details on group discount rates, please contact us.

CANNOT ATTEND?Please pass this brochure on to a colleague or you can purchase theconference documentation for $495 (includes courier dispatch).

VENUEUnion League Club38 E 37th StNew York, NY 10016(212) 685-3800

Sponsorship & Exhibit Opportunities:For sponsorship and exhibiting opportunities please contact Nancy Saglat nsagl@iievents.com or call (212) 224 3350

For program content please contact Shona Thomson atsthomson@iievents.com or call (212) 224 3440

Sponsors:

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Achieving Compliance, Profitabilityand Transparency

in Today’s Era of Accountability

Mutual Fund Best Practices Forum • June 13-14, 2005 • Union League Club, New York City

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presents

Mutual Fund BestPractices ForumJune 13-14, 2005, Union League Club, New York City