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Investment Management OUR PRACTICE For over 90 years, Stradley Ronon’s investment management practice has helped shape the investment management industry by assisting with the creation of innovative investment products and services. From obtaining “industry-first” exemptive and no-action relief to assisting in the development of novel products, we have helped our clients become or remain industry leaders. As the investment management industry and our clients have evolved, so have we, adding attorneys with experience in emerging areas such as next- generation exchange-traded products, Commodity Futures OUR EXPERIENCE as well as managers, administrators Trading Commission (CFTC) Registered Investment Companies and underwriters/distributors. We regulation, and swaps and other also serve as independent legal derivatives trading. Stradley Ronon maintains one of the largest practices in the United counsel to investment company independent directors/trustees and Today, Stradley Ronon’s leading States representing registered as special counsel to industry trade investment management practice investment companies, including advises investment advisers, open-end funds, closed-end funds, groups and other law firms with public and private funds and interval funds, exchange-traded regard to complex issues arising fund sponsors, fund boards funds (ETFs) and unit investment under the Investment Company Act and trustees, service providers, trusts (UITs). Our clients include of 1940. companies, and other more than 1,500 separate funds industry participants in matters with combined assets under ranging from the routine to the Independent Trustee Counsel most sophisticated. Whether management exceeding $3 trillion, Many of Stradley Ronon’s you are a large financial institution including several of the top 20 investment management attorneys with global operations or a investment company complexes have extensive experience as boutique firm seeking to remain in the country by assets under independent legal counsel to competitive, Stradley Ronon’s management. Our lawyers represent independent trustees who team of investment management retail and institutional investment oversee a wide range of investment practitioners can help you companies marketing shares products and investment strategies. achieve success. through every distribution channel, We support the independent

HISTORYStradley Ronon has a long and rich history assisting clients with new and innovative investment products and in addressing industry trends in portfolio management.     1928 1935 1940 1960-1975 Stradley Ronon name partner Mr. Young forms the investment The Investment Company Stradley Ronon creates one of Andrew Young helps establish firm that ultimately becomes Act of 1940 is enacted into the first fund-of-funds structures the Wellington Fund, one of Delaware Management law. Mr. Young attends the in the industry. Our firm drafts the first mutual funds in the Company (DMC). He also forms congressional hearings leading and negotiates with the SEC United States. Today, the that firm’s flagship fund, the up to its enactment. the exemptive application that Wellington Fund is a member Delaware Fund. Stradley Ronon leads to the creation of The of the Vanguard family of funds continues to represent both Vanguard Group Inc., which and continues to be managed DMC and the Delaware Fund remains one of the most unique by Wellington Management today. and innovative structures in the Company. industry. Pages shown are excerpted from Stradley Ronon’s archival copy of the report of the 1939 hearings on the legislation that became the Investment Company Act of 1940. Stradley Ronon name partner Andrew Young attended the hearings and the report bears his comments.

of ETF-related matters, delivering and other related matters. Our practical solutions to our ETF clients include investment advisers clients, their sponsors and of all sizes – from small, fast- investment advisers. We work with growing startups to some of the boards of directors on all aspects largest investment advisers in the of the establishment and oversight world – including those overseeing of ETFs, and have extensive separately managed accounts, experience creating both domestic wrap programs, registered and internationally focused ETFs, investment companies, private including providing strategic advice funds, commodity pools, and other on product development and types of pooled and nonpooled structure. Stradley Ronon counsels investment vehicles. actively managed ETFs, as well as ETFs designed to replicate a variety Funds trustees of open-end retail funds, of domestic and foreign securities Stradley Ronon offers one of the closed-end funds, mutual funds indexes, including alternative premier practices in the nation underlying variable insurance indexes, single-country indexes, relating to money market funds products, ETFs and more. Many and those of broader international registered under the Investment of the funds our clients oversee sectors and industries. employ complicated investment Company Act. We believe that most strategies that can require the firms, even those with substantial development and execution of novel Investment Advisers investment company practices, board oversight techniques, including Our investment management do not dedicate the resources, as liquid alternative funds, manager-of- practice counsels advisers on we do at Stradley Ronon, to the managers, fund-of-funds and many legal, compliance and regulatory labyrinth of other complex investment strategies. matters arising under the regulation. Money market funds are Our broad client base allows us to Investment Advisers Act of not an area for “dabblers” – and tailor our approach, recognizing that 1940 and other federal and state we have taken a deep dive. While one size does not fit all. securities laws; the Commodity other firms may need to come Exchange Act (CEA); federal and up to speed on a money market state privacy laws; ERISA; and fund question, our money market Exchange-Traded Funds other applicable laws and fund practitioners routinely help Stradley Ronon’s investment regulations. We also provide advice clients navigate money market fund management practice regularly on corporate, tax, employment, challenges. With our seasoned advises clients on a wide variety litigation, , perspective, we tackle money

Stradley Ronon has a long and rich history assisting clients with new and innovative investment products and in addressing industry trends in portfolio management.

    1980-1994 1995-1998 1997 2003-2005 Prior to the adoption of Rule We structure and establish Stradley Ronon drafts and We establish certain fund 18f-3, Stradley Ronon drafts a unique product for a major establishes one of the structures that are used for one of the first multiple fund complex, which leads first unregistered money- investment by wrap fee classes’ exemptive applications. to the establishment of an market sweep vehicles in products, which are We establish master-feeder institutional fund organization the country. modeled after the one structures, which involve the that could invest a portion of its originally established for conversion of funds to such assets in other affiliated funds PIMCO, known as the structures, as well as the for purposes, “FISH” product. establishment of such structures. and not as a traditional fund- of-funds. The fund organization is established as a 40 Act-only registered vehicle. market issues with technical know- their businesses and derivatives and brokerage firms in the formation, how and practical savvy. transactions. structuring, operation and governance of private investment funds both in Private Investment Funds the United States and offshore. In Derivatives and Commodities Our investment management addition, we represent institutional Stradley Ronon’s derivatives and attorneys who focus on private investors, including university commodities practice group is an investment funds provide both fund endowments, pension funds, family integrated, multidisciplinary team sponsors and institutional investors offices, nonprofit institutions and that advises asset managers, with practical, high-quality service other financial institutions, seeking to collective investment vehicles and tailored to the specific needs of our invest in various types of private other institutional market participants clients. We advise on a wide range of investment funds. on the evolving regulatory landscape private investment funds, including in the United States and abroad for commodity funds, fund-of-funds, transactions in derivatives. We have Broker-Dealer Regulatory hybrid / funds, extensive experience in structuring Our investment management master-feeder funds, real estate and negotiating documentation for attorneys in our broker-dealer funds, funds, SBIC both over-the-counter and exchange- regulatory practice counsel funds and others. traded derivatives transactions, and broker-dealers and other financial assist with developing policies and intermediaries that buy, sell and Our experience includes providing procedures for operating in new trade securities regarding all the full range of legal services to fund markets and under new regulations. aspects of their regulatory and sponsors, general partners, banks We also routinely counsel clients on their status and regulatory obligations as OUR SERVICES operators (CPOs) and commodity We address a full range of issues for our clients, including those related to: trading advisors (CTAs) under the • 1940 Act Registered Funds • Fintech CEA and related regulations of • Alternative Funds • Hedge Funds the CFTC and National Futures • Asset Manager M&A • Independent Directors/Trustees Association (NFA), as well as on • Broker-Dealers • Insurance Products available exemptions from CPO • Closed-End Funds • Investment Advisers and CTA regulation. We have • Derivatives and CFTC Regulation • Money Market Funds particular experience assisting • ERISA • Private Equity/Venture Funds entities regulated by the SEC and • Exchange-Traded Funds • Securities Enforcement/Litigation the Financial Industry Regulatory • Fiduciary Governance • Tax Authority (FINRA) in structuring

    2009 2012 2014-2019 Present Our attorneys secure a On behalf of a client, we We help clients obtain Today we are assisting clients no-action letter from the obtain the first manager- novel exemptive relief from with the implementation of ESG SEC giving a major mutual of-managers exemptive the SEC to permit next strategies, novel to fund complex permission order that covers both generation exchange-traded ETF conversions and preparing to participate in the Term affiliated and unaffiliated products, such as the first to implement significant new Asset-Backed Securities sub-advisers since the exchange-traded managed rules governing derivatives, Loan Facility (TALF). This SEC stopped issuing such funds (ETMFs) and the funds of funds, fair valuation letter served as the principal orders in the 1990s. first active ETFs to publish and advertising. We are also guidance for the industry proxy portfolios instead of assisting closed-end funds and with respect to TALF. providing daily disclosure of their boards with activist investors actual portfolios. and preparing our money market fund clients for the next round of money market fund reforms. compliance obligations under Securities Enforcement & the federal securities laws. For Investigations Stradley Ronon’s Investment example, we routinely provide Attorneys in Stradley Ronon’s Management publications: advice and assistance with respect securities enforcement & to broker-dealer status; broker- investigations practice have decades - Investment Company Act dealer formation, registration of experience helping clients of 1940 and Investment and Self-Regulatory Organization navigate government and internal Advisers Act of 1940 membership; registered investigations and securities litigation - The Registration of matters. Our lawyers represent public representative licensing and Mutual Funds regulation; compliance with financial companies, investment companies, responsibility, recordkeeping, broker-dealers, independent - Mergers of Investment suitability and advertising; written trustees, individuals and other Companies compliance policies and supervisory investment advisers in connection procedures; and other matters. with SEC, Department of Justice, - Mutual Fund Record CFTC, and other federal and state Retention Reference Guide Insurance Products regulatory agency examinations, - The Regulation of Our investment management investigations and enforcement Commodity Pool Operators attorneys who focus on insurance actions. We also help clients respond and Commodity Trading products have extensive experience to FINRA and other SRO inquiries Adivsors Under the representing clients on insurance and investigations. Additionally, we Commodity Exchange Act products and investment regularly assist clients in conducting - The Guide to Rule 2a-7 management matters before the SEC internal investigations aimed at and FINRA, as well as before state identifying areas of risk, devising regulators. With former SEC and preventive strategies and taking insurance company staff members in corrective actions. our practice, our insurance products many others, defending mutual fund group brings an informed perspective Investment Management Litigation independent trustees in excessive- to regulatory and enforcement Stradley Ronon represents fee litigation and defending a mutual matters, and the relevant knowledge mutual funds, institutional fund complex in a shareholder and experience when it comes to investors, investment advisers suit involving auction rate understanding insurance products. and independent directors in preferred share redemptions. We have extensive experience with a broad spectrum of litigation the design, marketing, sale and matters, including defending Investment Management Tax regulation of variable annuities and clients in civil litigation, prosecuting Stradley Ronon’s national tax variable life insurance products; claims on behalf of aggrieved practice maintains a special focus individual and group annuities; investors, conducting independent on the federal and state tax issues contingent deferred annuities; fixed- investigations, responding to relating to domestic and offshore index annuities; index-linked annuities; third-party subpoenas in litigation mutual funds and other commingled market-value-adjusted products; matters, and advising clients investment vehicles. We offer COLI/BOLI; funding agreements; regarding domestic and overseas guidance on the taxation and stable-value wrap contracts; and other investor recovery actions. Our operation of regulated investment innovative products. representations include, among companies (RICs) and their foreign wholly owned derivatives trading subsidiaries (controlled foreign corporations, or CFCs). The tax group also advises on ETFs, real estate investment trusts (REITs), real estate mortgage investment conduits (REMICs), fixed investment trusts, collective trust funds, Section 529 plans and various charitable collective funds, among other pooled vehicles. We assist in the formation of private funds, issue tax opinions in connection with fund mergers and reorganizations, advise on the taxation of financial instruments and derivatives held by such entities, and handle many other investment- management-related tax issues. For more information on our Investment Management Practice, visit www.stradley.com/img.

CONTACTS Bruce G. Leto, Co-Chair Matthew R. DiClemente, Co-Chair 215.564.8115 215.564.8173 [email protected] [email protected]

ABOUT STRADLEY RONON For more than 90 years, Stradley Ronon has helped private and public companies – from small businesses to Fortune 500 corporations – achieve their goals. With seven offices and more than 200 attorneys, Stradley Ronon is proud to help companies manage their legal challenges and grow their businesses.

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LOCATIONS Philadelphia Washington New York

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