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1 Mark D. Perlow Partner San Francisco One Bush Street, Suite 1600, San Francisco, CA, United States of America T F mark.perlow@dechert.com Practice Areas Financial Services and Investment Management > Investment Funds and Investment Companies > Mutual Funds > Private Funds > Investment Advisers > Asset Management Litigation/Enforcement > FinTech > Mark D. Perlow represents mutual funds, hedge fund managers, fund independent directors, investment advisers, and broker-dealers on a broad range of regulatory and transactional matters. Mr. Perlow has extensive experience structuring, forming and reorganizing mutual funds and hedge funds; preparing and negotiating fund documents and agreements; and assisting clients on adviser and fund mergers, acquisitions, and adoptions. Mr. Perlow has counseled both fund sponsors and fund investors on regulatory aspects of and issues posed by alternative funds, derivatives, short selling, market structure, and exchange-traded funds. He also advises investment adviser and fund sponsors on FinTech matters, including marketplace lending and online investment advice. Having served as senior counsel in both the SEC s Office of the General Counsel and the Division of Enforcement, Mr. Perlow has considerable experience with SEC rule-making, submissions, enforcement, examinations and compliance activity. Mr. Perlow regularly assists funds, broker-dealers, and investment managers on agreements relating to regulation and distribution, and represents them before the SEC and FINRA in connection with registration, exemptive applications, no-action and interpretive requests, enforcement actions, examinations, and transactional and disclosure filings. He has also counseled clients on compliance issues regarding the Dodd-Frank and Sarbanes-Oxley Acts. Mr. Perlow has been recognized as a leading lawyer for registered funds by Chambers USA. The most recent edition stated that he is technically very capable, very practical, he communicates very well and is very responsive a high-quality partner." He has also been recognized by The Legal 500 (

2 US) in the areas of mutual/registered funds and alternative/hedge funds, and he is listed in The Best Lawyers in America for mutual funds law. In 2018, Mr. Perlow was named a BTI Client Services All-Star, recognized as one of 326 lawyers nationwide for excellence in client service. Mr. Perlow is a frequent author and speaker on securities law and investment management topics. Currently, he is an adjunct lecturer at the University of California, Berkeley Law School. Prior to joining Dechert, he served as a partner in the San Francisco office of another international law firm. EDUCATION University of California, Berkeley, A.B., 1986, summa cum laude University of Oxford, M.A., 1988, Newton-Tatum Scholar Yale Law School, J.D., 1991, Executive Editor for the Yale Journal on Regulation, Olin Fellow in Law, Economics and Public Policy ADMISSIONS California District of Columbia MEMBERSHIPS American Bar Association, Committee on Federal Regulation of Securities, Subcommittee on Investment Companies and Investment Advisers, Task Force on Investment Company Use of Derivatives and Leverage, and the Drafting Committee for Comment Letter on Money Market Fund Reform Federal Bar Association Hedge Funds Care, West Coast Committee West Coast 40 Acts Group SPEAKING ENGAGEMENTS

3 SEC Exams IAA Investment Adviser Compliance Conference 2019, Washington D.C. ( March 14-15, 2019) Compliance for Robo and Digital Advisers ACA's Fall 2018 Compliance Conference, Scottsdale, AZ (October 3, 2018) Liquidity Rule Implications for Advisers ACA Compliance Group s Spring 2018 Compliance and Performance Conference, Amelia Island, FL (May 10, 2018) Speaker, Liquidity Rule Implications for Advisers" panel discussed the Investment Company Act s Liquidity Risk Management Program Rule and focused on issues such as liquidity categorization, the highly liquid minimum and the role of the fund sponsor and sub-adviser. Larger Firms: Considerations for Advisers Using Data Analytics in a Compliance Program IAA Investment Adviser Compliance Conference 2018, Washington, D.C. ( March 16, 2018) Speaker, Larger Firms: Considerations for Advisers Using Data Analytics in a Compliance Program panel explored how the U.S. Securities and Exchange Commission (SEC) leverages big data to develop text analytics and machine learning algorithms to detect possible fraud and misconduct. It also examined how firms can similarly use big data analytics in their compliance programs and operations. The Board's Role in Adviser's Strategy Mutual Fund Directors Forum 2018 Directors Institute, Scottsdale, AZ (January 23, 2018) Moderator, TheBoard s Role in Adviser s Strategy panel Fund Directors Conference Presented by the Independent Directors Council, Chicago (October 23, 2017) Speaker, In-Depth Analysis of Derivatives panel focused on futures, forwards, options and swaps as well as how funds use derivatives to gain, reduce or target exposure to a market, sector or security. Regulatory Changes Impacting Registered Investment Companies and Service Providers Ascendant Compliance Conference, Napa, CA (October 10, 2017) Speaker, Regulatory Changes Impacting Registered Investment Companies and Service Providers panel examined what the new U.S. Securities and Exchange Commission rules regarding registered investment companies mean for RIC compliance programs. Financial Firm Spotlight Enforcement and Regulatory Update and Recent Developments Securities Enforcement Forum West 2017, East Palo Alto, CA (May 10, 2017) Speaker, Financial Firm Spotlight Enforcement and Regulatory Update and Recent Developments panel. Liquidity Rule West Coast '40 Act Group Lunch, San Francisco (April 27, 2017)

4 Speaker, "Liquidity Rule" panel at the West Coast 40 Act Group lunch. This panel offered insights regarding the liquidity rule and knowledge of best practices for maintaining a successful compliance program. SEC Exams 2017 IAA Investment Adviser Compliance Conference, Washington, D.C. (March 2, 2017) Speaker, "Securities and Exchange Commission (SEC) exams" conference provided investment advisers with the most current information available on the changing regulatory landscape. It also offered practical insights and knowledge of best practices for maintaining a successful compliance program. Private Funds: Continued Focus on Age-Old Practices with Emphasis on Disclosure and Fees NRS 31 st Fall Compliance Conference, Scottsdale, AZ (November 3, 2016) Speaker, "Private Funds: Continued Focus on Age-Old Practices with Emphasis on Disclosure and Fees" panel addressed how, nearly six years after the passage of Dodd-Frank, private funds managers continue to adapt to regulation under the Advisers Act. During this time, the Securities and Exchange Commission (SEC) has dissected this subset of the industry to better understand and police it. Numerous regulatory initiatives have sought to address the varied risks and conflicts inherent in the private fund manager s business model. Compliance, Risk & Enforcement Symposium New York 2016 Presented by the Regulatory Compliance Association, New York (November 2, 2016) Speaker, "SEC Exam and NFA Audit Practice: 2017 Areas of Focus with Case Studies" panel. Regulatory Hot Topics and SEC Initiatives for 2016 NICSA West Coast Regional Meeting, Los Angeles (October 6, 2016) Speaker, "Regulatory Hot Topics and SEC Initiatives for 2016" panel discussed SEC exam priorities and enforcement focus areas for 2016 and beyond, current rulemaking developments and the latest thinking on how organizations and compliance teams can adapt to the shifting regulatory landscape and develop best practices to satisfy regulatory expectations. Advertising & Marketing Lessons Taken from Recent Enforcement Cases IA Watch: The Full 360 View West, San Francisco (June 9, 2016) Speaker, "Advertising & Marketing Lessons Taken from Recent Enforcement Cases" panel. Regulation, Operations and Compliance (ROC) Bermuda 2016 Presented by the Regulatory Compliance Association, Bermuda (April 17, 2016) 2016 Investment Adviser Compliance Conference A Seminar Provided by the Investment Adviser Association, Washington, D.C. (March 11, 2016) IDC's Fund Directors Conference 2015 Chicago, IL (October 27, 2015)

5 Conflicts of Interest: Strategies to Address this Examination and Enforcement Priority IA Watch: the Full 360 Degree View West, (June 12, 2015) SEC Investigations and Priorities Regarding Asset Managers Securities Enforcement Forum West, (May 13, 2015) Fund Investment Strategies Using Derivatives: Regulatory and Compliance Considerations ICI Mutual Funds and Investment Management Conference, (March 16, 2015) Cybersecurity and Annual Reviews -Issues and Developments IAA Compliance Workshop, (December 2, 2014) Mutual Fund Industry Developments AIMA Seminar, (October 14, 2014) Institutionalizing Risk Management: A View from the Regulators HedgeWorld West Conference, (October 8, 2014) U.S. and Global Regulatory Changes and Trends AIMA Seminar, (September 25, 2014) Advertising and Marketing: Keeping Your Firm Compliant IA Compliance Best Practices Summit West, (June 12, 2014) Selected Advisers Act Anti-Fraud Rules: Custody, Political Contributions, Cash Solicitors and Proxy Voting NRS Investment Adviser Compliance Symposium, (June 11, 2014) Portfolio Management: Regulatory Compliance Considerations Southern California Compliance Group, (May 13, 2014) Lessons from SAC Capital: Could It Happen to Your Firm? CFA Institute Annual Conference, (May 5, 2014) The Rise of Alternative Mutual Funds West Coast '40 Acts Group Meeting, (April 25, 2014) Broken Windows: A New Era in SEC Enforcement? ICI Mutual Risk Management Conference, (April 10, 2014) The Future of Shareholder Activism UC Berkeley Center for Law, Business and the Economy Symposium, (April 4, 2014) Current Issues in Private Fund Marketing NSCP San Francisco Regional Meeting, ( March 13, 2014) Current Issues in SEC Examinations IAA Investment Adviser Compliance Conference, (March 7, 2014)