Investment Funds: U.S.

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1 Investment Funds: U.S. Key Contacts Douglas P. Dick Richard Horowitz New York John V. O'Hanlon Boston Translate Page Harnessing decades of innovation to serve our investment fund clients Dechert is a leading adviser to financial services firms, asset managers and investment funds, representing clients that range from small start-up and boutique operations to some of world s largest financial institutions. Our practice is among the largest in the industry, and we ve been innovating in this arena for more than 40 years. We have been consistently honored as a top law firm for investment funds by Chambers USA, which has ranked us Tier 1 for registered funds since the publication s inception. The Legal 500 US noted that Dechert is recognized as one of the leading teams of dedicated registered funds experts in the nation and remarked on our very accessible team that provides prompt, thoughtful and accurate responses, and which attracts praise for its strength and depth. (2017) Dechert s investment funds practice has also been recognized by IFLR1000 (2017), Practical Law Company and Best Lawyers (2017). Our lawyers provide advice, counseling and assistance on a full spectrum of legal services relating to investment funds: Fund Lifecycle Matters new product development; fund structuring and formation; securities offerings; global marketing, advertising and distribution; fund restructuring transactions and

2 consolidations; mergers, acquisitions and strategic alliances; over-the-counter and exchange-traded derivatives transactions. Management and Governance pricing, trading and liquidity practices; fund governance; investor representation; tax structuring, employee benefits and ERISA matters. Regulatory compliance and enforcement; investment company and investment adviser regulation; commodities and futures regulation; insurance product regulation; broker-dealer regulation; bank regulation. Investigations and Litigation examinations, inspections, inquiries, and investigations by regulatory entities; sanctions and anti-money laundering actions; commercial and securities litigation. Experience across legal and regulatory landscapes Many of Dechert s lawyers have years of experience as in-house counsel and regulators. They have held key posts at global and regional asset management and brokerage firms, as well as at a range of U.S. regulators, such as the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority, the Federal Home Loan Bank Board, the Federal Savings and Loan Insurance Corporation, the Office of the Comptroller of the Currency, and Board of Governors of the Federal Reserve System. Among Dechert s alumni are many distinguished industry leaders who hold or have held prominent positions at the Investment Company Institute (ICI), Mutual Fund Directors Forum and Managed Funds Association. Dechert is a leading adviser to financial services firms, asset managers and investment funds, representing clients that range from small start-up and boutique operations to some of world s largest financial institutions. Our practice is among the largest in the industry, and we ve been innovating in this arena for more than 40 years.we have been consistently honored as a top law firm for investment funds by Chambers USA, which has ranked us Tier 1 for registered funds since the publication s inception. The Legal 500 US noted that Dechert is recognized as one of the leading teams of dedicated registered funds experts in the nation and remarked on our very accessible team that provides prompt, thoughtful and accurate responses, and which attracts praise for its strength and depth. (2017) Dechert s investment funds practice has also been recognized by IFLR1000 (2017), Practical Law MUTUAL FUNDS Our lawyers assist mutual funds and their advisers in connection with fund organization and registration, and the development and implementation of compliance and supervisory oversight procedures. We advise on the full breadth of federal and state laws, rules and interpretative positions that may impact funds and their investment advisers. This advice spans financial and regulatory compliance and reporting, disclosure obligations, trading and brokerage practices, error correction, soft-dollar compliance, valuation matters, anti-money laundering, Regulation S-P ( privacy policies), proxy voting, books and records requirements, distribution practices,

3 solicitation and advertising limitations, web site compliance, and relevant tax and ERISA matters. CLOSED-END FUNDS Dechert advises clients as they establish closed-end funds and strive to meet ongoing regulatory compliance requirements. We have helped clients develop innovative closed-end fund structures, including one of the first registered funds of hedge funds and the first closed-end fund structured equity shelf offering. We also have helped several clients respond to concerns relating to the 2008 failure of the market for auction-rate preferred stock. Our lawyers have assisted clients with: Proxy battle defense Closed-end interval funds Discount management, including managed distribution plans, share buybacks and other strategies Rights offerings Tender offers Leverage (lines of credit, derivatives, tender option bond programs, etc.) Closed-end fund de-leveraging One-of-a-kind and unusual deals (secondary offerings and offerings by fund affiliates of fund shares requiring exemptive relief from the SEC, etc.) Since 1981, we have served as counsel for many U.S. closed-end funds organized to invest in Russia, China, Vietnam, Australia and New Zealand, France, Japan, Mexico, Spain and Portugal, Scandinavia, and other countries. We were also counsel for the underwriters of closed-end funds organized to invest in a variety of countries. BANK-SPONSORED COMMON AND COLLECTIVE INVESTMENT FUNDS Dechert lawyers advise clients in connection with all aspects of the establishment and operation of bank-sponsored common and collective investment funds. We provide guidance on the federal and state regulatory requirements applicable to bank-sponsored common and collective investment funds, including the tax, securities, ERISA, banking and fiduciary laws that govern the management and operation of these products. Clients frequently call upon us for advice on the applicable requirements for maintaining the exemption from SEC registration for collective investment funds that are sub-advised by non-affiliated entities. We have assisted financial institutions and investment advisory firms in connection with the offering of collective funds as investment options in 401(k) and similar retirement products, and we have advised on the use of common trust funds as investment vehicles for tax-exempt and non-u.s. institutional investors.

4 Dechert s clients also look to us for guidance on using collective funds as vehicles for investing in alternative asset classes. We have also counseled financial institutions in connection with the conversion of their common and collective funds into proprietary mutual funds that are registered with the SEC. INDEPENDENT DIRECTORS/TRUSTEES Dechert advises many independent directors and trustees of funds with respect to fiduciary responsibilities and regulatory matters. Our broad experience in navigating the legal, regulatory and business dimensions of the financial services industry allows us to illuminate the critical aspects of matters considered by boards particularly the hidden risks and provide practical, impartial advice. Additionally, thanks to the geographic breadth and specialist depth of our firm, our team can provide wide-ranging advice and innovative ideas relating to issues of taxation, cross-border complexities, and specific regulatory and litigation risks. Related Professionals ADRIENNE M. BAKER Boston T MARGARET A. BANCROFT Retired New York T MATTHEW E. BARSAMIAN Associate T STEPHEN H. BIER New York T THOMAS C. BOGLE T JULIEN BOURGEOIS T

5 View All Related Professionals Related Practice Areas White Collar Defense and Investigations Mergers and Acquisitions Mutual Funds Regulatory Compliance Financial Services Tax