Recently, the SEC's Division of Investment Management announced that its new Asset Management Unit will focus on some areas affecting fund directors, including: 

• Advisory and other Service Fees - The SEC is clearly looking closely at the 15(c) process. As noted in SEC Enforcement Chief Khuzami's testimony, the staff are developing a set of analytic tools to permit them to identify outlier fees (both advisory and other service fees) and plan to use the results of these analyses to institute OCIE examinations and enforcement investigations.

• The Role of the Board - The SEC staff clearly indicated that investigations into outlier fees will include analysis of whether independent directors have fulfilled their fiduciary obligations during the 15(c) process - in particular, whether directors are appropriately vetting fee arrangements. Conversely, the SEC staff also indicated that they would review whether advisers are providing directors with all information necessary to conduct a robust 15(c) process.

• Valuation - The SEC continues to examine closely situations in which portfolio securities are misvalued, particularly situations in which the incorrect valuation results from a failure to follow or deviation from established valuation procedures.

On February 3, 2011, from 4:00 to 5:30PM EST, K&L Gates will present a webinar examining what these SEC enforcement changes may mean for mutual fund directors.   A panel of legal experts, trustees, and the managing editor of a leading trade publication for independent directors will discuss:

• The SEC Unit's current focus 
• Directors' fiduciary obligations in the 15(c) process
• Legal issues post-Jones v. Harris issues
• Past enforcement actions and lessons learned

Moderator:

• Melissa Karsh, Managing Editor of Fund Directions, a leading news service for independent fund directors at mutual fund companies.

Panelists:

• Paul H. Dykstra, Partner at K&L Gates in Chicago, represents mutual funds or their boards throughout the U.S.  He also counsels independent fund directors involved in corporate reorganizations and internal or SEC investigations.
• Sam Freedman, Independent Trustee and Chairman of the Review Committee for Oppenheimer Funds (Denver Board).
• Roger B. Vincent, Independent Chairman of the Board of Directors for various ING Funds.

Robert J. Zutz, Partner at K&L Gates in Washington, D.C., represents investment companies, their independent directors and trustees, investment advisers and broker-dealers throughout the U.S. 

This webinar is free of charge.  Online registration is available at:  http://www.klgates.com/events/Registration.aspx?event=2497

Login information will be sent via email following registration.