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George J. Mazin Retired Partner New York Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797 T +1 212 698 3570 F +1 212 698 3599 george.mazin@dechert.

> Global Distribution of Funds > Financial Services and Investment Management > Investment Advisers > Investment Funds and Investment Companies > Regulatory Compliance > Private Funds >

Mazin advises clients on the structuring and restructuring of domestic and offshore private funds, private placements of securities, structured products, private equity investing, and broker-dealer

1 George J. Mazin Retired Partner New York Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America T F george.mazin@dechert.com Practice Areas Investment Funds: U.S. > Global Distribution of Funds > Financial Services and Investment Management > Investment Advisers > Investment Funds and Investment Companies > Regulatory Compliance > Private Funds > Broker-Dealers, Securities Trading and Markets > George J. Mazin advises clients on the structuring and restructuring of domestic and offshore private funds, private placements of securities, structured products, private equity investing, and broker-dealer and investment adviser compliance. Mr. Mazin has also assisted clients with seed investments, the organization of joint ventures, mergers and acquisitions involving investment managers, and distribution arrangements in Europe and Asia. Since 2007, Mr. Mazin has been recommended as a leading lawyer for investment funds by Chambers USA, a referral guide to leading lawyers in the United States based on the opinions of their peers and clients. A recent edition noted that clients are continually impressed with him and appreciatively note the practicality of his advice. In past editions, clients have praised his tremendous breadth of experience across all different types of matters. Mr. Mazin is also recommended by The Legal 500 (US) in the area of alternative/hedge funds, which has stated that he is one of those names praised throughout the hedge fund industry. He was highly recommended for investment funds in the 2009 edition of Practical Law Company s Which Lawyer? and is also listed as a leading lawyer in the category of U.S. investment funds by IFLR1000. Mr. Mazin is frequently sought after as a speaker on the subject of hedge funds and has authored many articles on this and other subjects in the securities field.

2 EDUCATION Queens College, The City University of New York, B.A., 1972, magna cum laude Cornell University, 1974 Rutgers School of Law - Newark, J.D., 1981 ADMISSIONS New York New Jersey MEMBERSHIPS Former member of the steering committee of the Managed Funds Association Lawyers Advisory Committee and continues as a member of that Committee Former chair of the Private Funds Committee of the Bar of the City of New York Advisory Board of the Regulatory Compliance Association (RCA) RCA CCO University Faculty Professor Former member of the Board and a member of the legal committee of the Wall Street Hedge Fund Forum Served on the Opinion Committee and Limited Partnership Act Revision Committee of the Corporate and Business Law Section of the New Jersey Bar Association SPEAKING ENGAGEMENTS RCA's Regulation, Operations & Compliance (ROC) 2014 Regulatory Compliance Association, Cayman Islands (March 12, 2014) Moderator of panel discussion with four former SEC Commissioners and one CFTC Commissioner on hurdling the wave of industry challenges and capitalizing on new opportunities.

3 15th Annual International Conference on Private Investment Funds International Bar Association, London (March 9, 2014) Participant, "Current Terms: Hedge Funds" a workshop on fee levels and structures, liquidity terms, transparency and allocation of expenses, and issues raised by new regulation. RCA's Compliance, Risk & Enforcement 2013 Symposium Presented by the Regulatory Compliance Association, New York, NY (October 31, 2013) New York State Society of CPAs New York, NY (November 1, 2012) Presenter, session on the JOBS Act, crowdfunding, and fund raising. Compliance Programs: Enforcement Division Priorities for 2012 Regulatory Compliance Association Annual Fall Asset Management Thought Leadership Symposium, New York, NY (November 10, 2011) Valuation Governance: Defining the Roles and Responsibilities of the Valuation Committee Financial Research Associates and the Hedge Fund Business Operations Association's 11th Annual Valuation of Hard-to-Value Securities and Portfolios, New York, NY (June 28, 2011) Regulatory Landscape: Now That We Are All (Mostly) Registered, What Happens Next? HFM Operational Leaders' Summit, Greenwich, CT (June 14, 2011) Capitalizing on the Latest Fund Distribution & Investment Sourcing Opportunities Regulatory Compliance Association Thought Leadership Symposium, New York, NY ( June 30, 2010) The Financial Regulatory Overhaul of 2010: Implications for Private Advisers and the Funds They Manage Suffolk University Law School, Boston, MA (June 15, 2010) Restructuring Your Fund: Operational, Legal & Tax Implications Annual Meeting of the Hedge Fund Business Operations Association, New York, NY (September 25, 2009) Implications of the New Regulatory Environment Practising Law Institute's Tenth Annual Private Equity Forum, New York, NY (June 14, 2009) Fund Investor Litigation: Minimizing Exposure and Maximizing Opportunities Regulatory Compliance Association and National Futures Association's Annual Asset Management Thought Leadership Summit, New York, NY (April 20, 2009) In Search of Liquidity: Best Practices With Financing and Lending Arrangements in the Shadow of the Credit Crunch Financial Research Associates, LLC/ 3rd Annual Meeting of The Hedge Fund Business Operations Association, New York, NY (September 26, 2008) Financial Reporting & Compliance: Compliance Risk Management in the Front and Middle Office MARHedge/Institutional Investor's 2nd Annual Hedge Fund Best Practices Conference, Caymen Islands (November 15, 2007) Hedge Funds and Regulation: Should Hedge Funds Police Themselves? Hedge Fund General Counsel Summit, Old Greenwich, CT (September 26, 2007) Selling the Manager: Compliance Challenges and Opportunities West Legalworks' Annual Investment Management Compliance Summit, New York, NY (September 20, 2007) Regulatory Developments Practicing Law Institute and The Capital Roundtable's 8th Annual Private Equity Forum, New York, NY (July 17, 2007) Choice of Entity NYSSCPA/FAE 2006 Investment Partnership Conference, New York, NY (October 26, 2006)

4 Washington Versus Hedge Funds Lipper HedgeWorld Leading Edge Roundtable, New York, NY (October 10, 2006) Code of Ethics Legal IQ Hedge Fund Registration and Compliance Conference, White Plains, NY (September 28, 2006) Conflicts of Interest Infovest21 Investor/Fund of Funds Seminar: Side Pockets and Side Letters, New York, NY (September 26, 2006) 5th Annual East Coast CFO/COO Summit Bank of America Securities Prime Brokerage, Rye Brook, NY (July 24, 2006) Panel Discussion: SEC Examinations and Enforcement Actions Compliance Risk: The Next Generation of Risk Management for Hedge, New York, NY (May 23, 2006) SEC Examinations and Enforcement Actions 2006 Derivatives & Securities World MARHedge / RCA Hedge Fund Compliance Summit, New York, NY(May 22, 2006) Structuring 202: Side Pocketing of Illiquid Securities Financial Research Associates Offshore Funds Structures, Compliance, & Operations Summit, New York, NY (May 11, 2006) Offshore Jurisdictions New York State Society of Certified Public Accountants ( NYSSCPA), New York, NY (March 7, 2006) Setting Up Offshore Funds: Guidance for the Uninitiated NICSA's 24th Annual Conference and Expo Freedom to Focus, Miami, FL (February 19, 2006) Current Issues for Offshore Funds, Fund Restructuring, SEC Registration, Repackaging Finance Hedge Funds, CFO's and Securitization, Issues for Asian Hedge Funds in Cayman Cayman Fund Focus, Cayman Islands (February 10, 2006) Hedge Fund Advisers Compliance Conference: What You Should Know About Investment Adviser Regulation IAA and CFA Institute, Washington, DC (November 9, 2005) Soft Dollars: Where are you Headed? FAE 2005 Investment Partnership Conference, New York, NY (November 8, 2005) Living with the U.S. Investment Advisers Act The Canadian Institute's Forum on Hedge Fund Risk, Toronto (October 31, 2005) Current Legal Issues including SEC Registration 4th Annual Bank of America CFO/ COO Summit, New York, NY (July 13, 2005) Hedge Fund Distribution: Brave New World NICSA Alternative Investments Conference, San Francisco, CA (June 2, 2005) The Role of the Compliance Officer: A Guide for the Fund Hedge Fund Regulation & Compliance Forum, New York, NY (May 12, 2005) Managing Legal and Regulatory Issues for Hedge Funds CFA Institute Annual Conference (formerly AIMR), Philadelphia, PA (May 7, 2005) A Nuts and Bolts Instruction on the Process of Compliance Financial Research Associates' 2nd Annual Fund of Funds Business Operations Forum, New York, NY (April 27, 2005) Managing Legal and Regulatory Issues for Hedge Funds Hedge Fund Management 2005 Conference, Stamford, CT (February 16, 2005) The SEC Examination Process MFA Compliance seminar, New York, NY (January 12, 2005) Overcoming Current Challenges in Hedge Fund Operations Operations, Risk Management, and Compliance for Hedge Funds Conference sponsored by the IBC, New York, NY (December 6, 2004) SEC Proposed Rule Requiring Hedge Fund Managers to Register with the SEC as Advisers Financial Research Associates 4th Annual Hedge Fund Regulation and Compliance Forum, New York, NY (November 15, 2004)

5 Developments in Soft Dollars Investment Partnership Conference Sponsored by the Foundation for Accounting Education, New York, NY (November 8, 2004) Current Developments in Soft Dollars ABM AMRO Client Seminar, New York, NY ( June 27, 2002) Techniques for Hedge Fund Managers To Attract and Retain Key Employees Institute for International Research 9th Annual Hedge Fund Forum, New York, NY (June 4, 2002)

T F Private Funds > Investment Advisers > Asset Management Litigation/Enforcement >

T F Private Funds > Investment Advisers > Asset Management Litigation/Enforcement > Mark D. Perlow Partner San Francisco One Bush Street, Suite 1600, San Francisco, CA, United States of America 94104-4446 T +1 415 262 4530 F +1 415 262 4555 mark.perlow@dechert.com Practice Areas Financial