Sadis & Goldberg Firm Overview

Sadis & Goldberg LLP Firm Overview

ABOUT SADIS

Focused sophisticated representation.

Sadis maintains a diverse, business-oriented practice focused on private investment funds, asset and wealth managers, family offices, litigation, corporate, mergers & acquisitions, real estate, regulatory and compliance, tax and ERISA.

“No law firm is better in the hedge fund space. Sadis doesn't just know the legal framework; they are on the cutting edge of defining it.”

- JOHN STERLING

Founder, Sterling Fund Managers

ABOUT SADIS

Sadis & Goldberg LLP is an internationally recognized law firm. Drawing on the experience and depth of our lawyers in these distinct areas, we leverage each lawyer's industry-specific knowledge to help our clients succeed. This collaborative approach brings collective insight to the table that contributes to sensible, efficient resolutions, and allowing us to remain attentive to the cost and time sensitivities that may be involved. Sadis's clients include domestic and international entities, financial institutions, family offices, hedge funds, private equity funds, venture capital funds, buyout funds, commodity pools, and numerous businesses operating in various industries around the world.

INDUSTRY INVOLVEMENT 1. Private Funds Forum - industry leaders from law firms, accounting firms, third party administrators, directors and consultants gather together from across the globe to share ideas and discuss developments facing the financial services industry 2. Sadis Business Breakfast - brings together investors, founders, accountants, analysts, capital providers, and other business leaders to discuss trending topics and network 3. Independent Sponsors - networking events for capital providers and independent sponsors

4. Family Office Lunches - executives from family offices networking and sharing ideas on market trends across various industries.

80+ Private Funds created and launched

21 Countries in which we have represented clients

165 Awards and Accolades since 2011

11 Businessfocused practice teams

CORPORATE

Sadis & Goldberg’s Corporate group represents business entities in all stages of growth, from small startups and emerging businesses to large and long-established business entities.

Our attorneys act as ongoing transactional counselors and resolve complex issues in the United States and internationally, in areas such as mergers and acquisitions; activist investing; derivatives; private equity and venture capital; securities regulation; PIPE transactions; banking and finance; and capital markets. The broad nature of the services we render reflects the wide scope of our clients’ needs and the many and varied industries in which they operate. Attorney teams drawn from the firm’s related legal areas collaborate to provide the experience needed for each of these transactions, including counsel on issues related to tax, real estate, labor, ERISA, litigation and intellectual property, as the client’s circumstances require.

Paul Marino PARTNER

Robert Cromwell PARTNER

212.573.8158 pmarino@sadis.com

212.573.8034 rcromwell@sadis.com

FINANCIAL SERVICES AND FAMILY OFFICES

Sadis is known for its Financial Services practice. Our seasoned attorneys focus on serving clients in the investment management industry with every issue they might face, including the formation of private funds and structures of management entities, regulatory and compliance guidance including registration of investment advisers. commodity pool operators and broker-dealers, as well as mock reviews, fund distributions arrangements, mergers and restructuring, securities, enforcement and litigation. The group has experience in representing sponsors, asset managers, institutional investors and family offices in connection with private investment vehicles, including hedge funds, private equity funds, alternative finance funds (e.g. hard money lending funds, asset-backed lending funds, litigation finance), venture capital funds, real estate investment vehicles, crypto and digital payments funds, and commodity pools and direct private transactions.

FINANCIAL SERVICES AND FAMILY OFFICES

Yehuda Braunstein PARTNER

Ron S. Geffner PARTNER

212.573.8029 ybraunstein@sadis.com

212.573.6660 rgeffner@sadis.com

Paul D. Fasciano PARTNER

Yelena Maltser PARTNER

212.573.8025 pfasciano@sadis.com

212.573.8429 ymaltser@sadis.com

Erika L. Winkler PARTNER 212.573.8022 ewinkler@sadis.com

REGULATORY & COMPLIANCE WE ADVISE INVESTMENT ADVISERS, FUNDS AND BROKER-DEALERS ON THE U.S. REGULATORY ASPECTS OF THEIR BUSINESS, INCLUDING THE FOLLOWING:

o Securities Exchange Act of 1934. We advise clients on broker-dealer laws applicable to their selling activities and regularly negotiate private placement and distribution agreements with selling agents. We also advise broker-dealers engaged in wealth management businesses on compliance program design and regulatory matters. Our regulatory advice covers all aspects of broker-dealer laws, including FINRA rules and regulations, including qualifications and licensing of associated persons. o Securities Act of 1933. We provide drafting and advice on compliance program requirements for advisers and broker-dealers who engage in private placements, and review of the basis for the private offering to the investor and that the fund including filing Form D with the SEC on behalf of the private offerings to avail themselves of the private securities offering safe harbor under Rule 506(b) or Rule 506(c). We also regularly manage State blue sky filings for our private fund adviser clients. o Investment Advisers Act of 1940 (“Advisers Act”). Together with fund management we support advisers to private funds and registered investment companies on compliance and regulatory needs, review applicable exemptions that may be available to clients under the Advisers Act, including the foreign private advisers exemption, venture capital exemption and private fund advisers exemption. In addition, we handle all regulatory filings with the SEC, including any “exempt reporting adviser” filings and full registrations with the SEC, as well as the drafting of Codes of Ethics and Compliance Manuals and we also provide advice on the implementation and ongoingmaintenance of the program. o Investment Company Act of 1940 (“Company Act”). We provide drafting and advice on the design of compliance programs needed for investment companies registered under the Company Act, as well as advice concerning techniques for the implementation and ongoing administration of the same. In the event private funds are formed in order to conduct a U.S. offering, we would advise on the regulatory exemptions available to such funds under the Investment Company Act, including the 3(c)(1), 3(c)(5) and 3(c)(7) exemptions, as well as investor due diligence obligations imposed on the manager to demonstrate compliance.

REGULATORY & COMPLIANCE o Commodity Exchange Act Regulation. We provide drafting and advice on the design of compliance programs needed for commodity pool operators and commodity trading advisers required to be registered under the Commodities Exchange Act (“CEA”) with the National Futures Association ("NFA”), as well as advice concerning techniques for the implementation and ongoing administration of the same. In addition, we advise on the availability of any exemptions to registration or filing obligations under the CEA (applicable to commodities, currencies, and swaps), including any commodity pool operator (CPO) and commodity trading adviser (CTA) filings. A broad exemption from registration exists for low levels of activities in these instruments, and standard exemptions exist for offerings in private funds.

o Employee Retirement Income Security Act (“ERISA”). For offers of securities or advisory services to pension plans or other investors whose assets constitute plan assets under U.S. law, we would advise on the obligations imposed under ERISA and the guidelines that the funds or advisers should follow in respect of ERISA investors or clients to ensure that such advisers or funds do not become a fiduciary of any ERISA plan investor, or are prepared to comply with ERISA and the DOL and IRS regulations that may apply.

o Examination and Enforcement Support; Mock Audits. We provide support to advisers and

funds, or broker-dealers when they undergo examination by the SEC, FINRA, CFTC, NFA or State securities regulators. We regularly conduct SEC & FINRA mock audits and focused compliance reviews on behalf of our clients. Led by a former Chief Compliance Officer with nearly 30 years of experience in managing regulatory examinations and relationships, these reviews and audits encompass a review of compliance policies and procedures that are required to be maintained by a client under federal and state securities and commodities laws and regulations. Together with the firm’s litigation team, we also support our clients when they are required to respond to enforcement inquiries from the regulators. Our team leverages its multidisciplinary expertise to provide insight into best practices from a compliance, enforcement, and business perspective.

David Fitzgerald PARTNER

Mark Sterfling PARTNER

212.573.8428 dfitzgerald @sadis.com

212.573.8519 msterfling@sadis.com

LITIGATION

We regularly represent investment managers, investors, service providers, directors, liquidators, receivers and business owners in a wide range of disputes and regulatory proceedings such as third party administrators. What sets us apart from our competition is our deep understanding of our practice areas and our willingness to handle cases on a contingency basis or alternative fee structure. We believe that we can best serve our clients by partnering with them through the use of a creative fee structure and then intensely focus on achieving an outstanding result.

Doug Hirsch PARTNER

Sam Lieberman PARTNER

212.573.6670 dhirsch@sadis.com

212.573.8164 slieberman@sadis.com

Frank S. Restagno PARTNER

Jennifer Rossan PARTNER

212.573.8145 frestagno@sadis.com

212.573.8783 jrossan@sadis.com

James Ancone PARTNER

Ben Hutman PARTNER

212.573.8149 jancone@sadis.com

212.573.6675 bhutman@sadis.com

TAX & ERISA

Our tax group has extensive experience and comprehensive perspective in federal, state, local and international tax matters, including planning and strategy advisement as well as in tax dispute resolution. We provide individual and corporate clients, financial and investment vehicles and executive compensation plans with design structures tailored to their distinct needs and circumstances.

A.J. Alexis Gelinas COUNSEL

Seth Lebowitz PARTNER

212.573.8159 agelinas@sadis.com

212.573.8152 slebowitz@sadis.com

REAL ESTATE

Our real estate group delivers a full spectrum of legal services and solutions related to property investment, land development and management, and real estate finance. We assist a wide variety of clients, including property developers, lenders, funds, private owners and individuals in matters related to various types of commercial, retail and residential real estate transactions.

Danielle Epstein-Day PARTNER 212.573.8418 depstein@sadis.com

Mitchell Taras PARTNER 212.573.8417 mtaras@sadis.com

FIRM HISTORY

551 Fifth Avenue, 21st Floor

A HISTORY OF FOCUSING ON BUSINESS-DRIVEN Sadis & Goldberg LLP was founded in 1997 by several prominent lawyers committed to excellence in the practice of law and devoted to developing strong client relationships. The outstanding talent of its lawyers and the intimacy of their relationships with the clients is still the heart of the firm. The senior leadership is comprised of former SEC enforcement lawyers and seasoned professionals who started their careers in major law firms. All have vast levels of training and proven track records of professionalism, skill and diligence.

• Recovered +$120M for clients since 2019 • Prequin - Ranked #3 for Law Firms Servicing Hedge Funds in the US • Prequin - Ranked #7 for Law Firms Servicing Hedge Funds Worldwide • 1000+ Private Funds Created and Launched

THANK YOU Sadis & Goldberg LLP New York, NY 10176 212.947.3793 info@sadis.com