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Fund Proposal 4921-7063-6945 v.1

Page 1


Fund Formation

SADIS&GOLDBERGLLP

60-80

Onaverage,private fundscreatedand launchedannually 21 Countrieswith representedclients

ABOUT SADIS

Sadis&GoldbergLLPisanglobally recognizedlawfirm. Drawingontheexperienceanddepthofourlawyers,we leverageeachlawyer’sindustry-specificknowledgetohelpour clientssucceed.Thiscollaborativeapproachbringscollective insighttothetablethatcontributestosensible,efficient resolutions,andallowsustoremainattentivetocostandtime sensitivities.Sadisclientsincludestrategicandfinancialbuyers, independentsponsors,domesticandinternationalcompanies, financialinstitutions,familyoffices,venturecapitalfunds, hedgefunds,privateequityfunds,buyoutfunds,commodity pools,specialpurposevehiclesandnumerousbusinesses operatinginvariousindustriesaroundtheworld.

INDUSTRY INVOLVEMENT

#3

PreqinRankedforLaw FirmsServicingHedge Funds in theUS

#7

PreqinRankedforLaw FirmsServicingHedge FundsWorldwide

IndependentSponsors-Sadishostsnetworkingeventsto connectcapitalprovidersandindependentsponsors,including twomajorconferenceseachyear.

EarnoutMagazine–Sadispublishesaquarterlymagazine, targetingfinancialservicesprofessionals,withafocuson independentsponsorsanddealmakers.

SadisBusinessBreakfast–Bringstogetherinvestors,founders, analysts,capitalproviders,financialservicesprovidersandother businessleaderstodiscusstrendingtopicsandtonetwork.

Sadis Family Office Dinners - Executives from family office network and share ideas on market trends across various industries.

Sadis'AnnualPrivateFundsForum-Industryleadersfromlaw firmsaccountingfirms,thirdpartyadministrators,directorsand consultantsfocusedontheprivatefundsindustrygather togetherforseveraldaysfromacrosstheglobetoshareideas anddiscussrecentdevelopmentsfacingthefinancialservices industry.

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.”

INVESTMENT FUNDS

The Sadis Investment Funds practice has represented private funds clients for almost 30 years, playing aprominent role in the development of the private funds industry and earning usaunique leadership role in the sector. Working closely with lawyers in the Firm’s other practice areas, our team provides comprehensive advice to many of the world’s best-known institutional alternative assetmanagers, aswellassmallerfirst-timefundsandindependentboutiques.

Our clients include the full spectrum of investment funds, including private equity, hedge, real estate, venture capital, registered mutual (both open-end and closed-end) and UCITS funds, sponsored by some of the highest-profile global fund managers. We work extensively either with or opposite each major category of investor in private funds, including corporate, public and private pension plan, private family, foundation and endowment, fund of funds, sovereign wealth fundandquasi-governmentalorganizationinvestors.

HEDGE FUNDS

TheFinancialServicesGroupatSadisprovideslegal advicetobothdomesticandoffshoreprivate investmentfundsinthealternativeinvestmentspace. Weprovidecounselonthestructureandformationof newfunds,aswellasthereorganizationand restructuringofexistingfunds.Westructureand serviceawidevarietyoffunds,suchaslong/short equityfunds,globalmacrofunds,emergingmarket funds, riskarbitragefunds,convertiblearbitrage funds,highyieldbondfunds,distresseddebtfunds, bankdebtfunds,sector-specificfunds(e.g. technology,Internet,healthcare,biotechnology), collectiblefunds(e.g. car,art,watch),crypto-currency funds,cannabisfunds, fundoffunds,multi-manager fundsandfundplatforms. Weprovidecustomized draftingofconfidentialprivateplacement memoranda,limitedpartnershipagreements, operatingagreements,subscriptiondocuments and otherrelatedfunddocuments.

Wealsodraftandnegotiateagreements documentingtherelationshipwithfundmanagers, principalsandemployees,subadvisors,consultants andfundcounterparties.Sadiscurrentlyrepresents hundreds ofprivateinvestmentfundswithmanagers throughouttheworld.Ourclientbaseiscomprisedof clientsof allsizes,backgroundsandinvestment sectorsandourclientbaserepresentsasignificant percentageoftheprivatefundindustry’smarket share,providingtheFirmwithanunusualawareness ofcurrentmarketbehaviors,favoredcommercial termsandotherindustrytrends.Thisuniqueaccess tocurrentmarketinformationallowsourteamto adviseourclientswithbothexperiencedlegal counselandtimelybusinessintelligence.Byvirtueof representingseveralhundredalternativeinvestment vehicleswithinvestmentmanagersdomiciled

throughouttheworld,ourmarketsharegives usauniqueperspectiveontheglobalinvestment fundsindustry.

Additionally,asaresultofouruniqueglobal footprint,weenjoyverystrongrelationshipswith leadinglegalcounselandotherprofessionalsin internationalcentersforonshoreandoffshore finance,suchastheCaymanIslands,Bermuda,the BritishVirginIslands,Luxembourg,Ireland, Switzerland,Malta,Jersey,Guernsey,Mauritius, HongKongandtheUnitedKingdom.Inaddition, wemaintainaspecializedcross-borderfunds practicetargetingnon-USmanagersseeking tooffersecuritiesandlaunchproductsinthe UnitedStates,includingclientsinIreland,theUK, theNetherlands,Canada,China,Singapore, France, Luxembourg,GermanyandSwitzerland.

Ourclientbaserepresents asignificantpercentageofthe privatefundindustry’smarket share,providingtheFirmwith anunusualawarenessof currentmarketbehaviors, favoredcommercialtermsand otherindustrytrends.

FUND STRUCTURING + COSTS

Fees:

Sadishasdeepexpertiseinstructuringmaster-feederhedgefundplatforms,advisingsponsorsthrougheveryphaseof formationwithafocusontaxefficiency,investorflexibility,andlong-termscalability.Ourteamhasbuiltandrefinedthese structuresrepeatedly,allowingustodeliverinstitutional-qualityworkwithsuperlativepricingatafairprice—efficient, transparent,andcommerciallygrounded.Forthisproject,thefixedfeeswillbe$90,000,excludingoffshoreandother statutoryfees,reflectingboththesophisticationofthestructureandourcommitmenttovalue-drivenexecution.

Timing:

Sadiswillworkefficiently,diligently,andwithastrongsenseofurgencytocompleteyourprojectinanexpedientmanner. Ourprocessisbuilttominimizefrictionandkeepmomentumhigh,andforallintentsandpurposes,wewillworkasfastas youcangetusfeedback.Withclearcommunication,disciplinedprojectmanagement,andadeal-orientedmindset,we movemattersforwardquicklywhilemaintainingthehigheststandardsofqualityandprecision.

RepresentativeClients:

Sadishasbeenatrustednameintheprivatefundsspacefordecades,withahistoryofdraftingthousandsofprivate investmentvehiclesacrosshedgefunds,venturecapital,privateequity,andcommercialrealestate.Ourbenchincludes attorneyswhohaveservedattheSEC,givingusadeep,practicalunderstandingoftheregulatorylandscapeandhow hedgefundsoperateintherealworld—notjustonpaper.Thatexperience,combinedwithlong-standingmarketcredibility, hasplacedSadisamongthetopfiveU.S.lawfirmsrepresentinghedgefundsdomesticallyandthetopteninternationally, areflectionofboththebreadthofourpracticeandtheconfidencemanagersandinvestorsplaceinourcounsel.

Referralsareavailableuponrequest.

Our Team

Sadis&Goldberg’steamisexceptionally experiencedinventurefundformation andmergersandacquisitions.Ourfirm's partnershavedecadesofexperience,both atSadis&Goldberg,aswellasatlarger internationallawfirmsandtheU.S. Securities&ExchangeCommission.

OUR TEAM

Ron S. Geffner PARTNER

212.573.6660

rgeffner@sadis.com

Ron S. Geffner is a founding member of the firm’s Executive Committee and also oversees the Financial Services group. He regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, broker-dealers, commodity pool operators and other investment fiduciaries. Ron also routinely counsels clients in connection with regulatory investigations and actions. His broad background with federal and state securities laws, and the rules, regulations and customary practices of the SEC, Financial Industry Regulatory Authority, Commodities Futures Trading Commission and various other regulatory bodies, enables him to provide strategic guidance to a diverse clientele. He provides legal services to hundreds of hedge funds, private equity funds and venture capital funds organized in the United States and offshore.

Ron regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, brokerdealers, commodity pool operators and other investment fiduciaries.

Prior to starting Sadis & Goldberg, Ron was associated with two other New York City-based law firms, where he represented domestic and offshore private investment vehicles, as well as broker-dealers, registered investment advisers and registered investment companies.

OUR TEAM

Paul Marino PARTNER

212.573.8158

pmarino@sadis.com

Paul Marino is a partner in the Financial Services and Corporate groups. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies, and private equity fund and hedge fund formation.

Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters.

Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions, and joint ventures.

Paulprovides counselintheareas ofprivateequity fundsandmergers andacquisitions forprivateequity firmsandpublicand privatecompanies, andprivateequity fundandhedgefund formation.

OUR TEAM

Yehuda M. Braunstein

PARTNER

212.947.3796

ybraunstein@sadis.com

Yehuda M. Braunstein heads up the Family Office practice and is also a member of the firm’s Financial Services and Corporate Groups. Mr. Braunstein counsels family office clients in connection with all aspects of their operations, including formation issues, governance and compensation issues, transactional and day to day matters as well as compliance issues.

Mr. Braunstein’s practice also focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. Mr. Braunstein also structures and negotiates seed investments and operating agreements. He provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers, as well as conducting mock audits.

Yehuda regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds.

OUR TEAM

Paul D. Fasciano PARTNER

212.573.8025

pfasciano@sadis.com

Paul D. Fasciano is a partner in the firm’s Financial Services and Corporate groups. Paul began his career as a general corporate attorney, and now focuses his practice on representing private fund managers, both in the formation phase and also in ongoing corporate and transactional matters, including mergers and acquisitions, activist investor representation, securities law compliance and derivatives.

Paul regularly counsels clients on structuring and forming U.S. and non-U.S. private investment funds, including hedge funds, private equity funds and custom “hybrid” funds incorporating features of both. Funds advised by Paul cover a wide variety of strategies and asset classes, with varying liquidity characteristics, including more typical asset classes such as publicly traded equities, as well as less typical asset classes such as loans, consumer receivables and renewable energy credits. Paul also has extensive experience in drafting and negotiating agreements memorializing the relationship between the principals of a fund.

Paul has advised participants in a variety of public and private merger and acquisition transactions in diverse industries and has brought this practice to focus on transactions involving investment advisers, broker-dealers and other players in the financial services industry.

OUR TEAM

David Fitzgerald PARTNER

212.573.8428

dfitzgerald@sadis.com

David Fitzgerald’s practice focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds, funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies.

Drawing on his 16 years of experience as an institutional Chief Compliance Officer and General Counsel, David provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers.

David is a Partner in the Firm’s Financial Services and Corporate Groups

OUR TEAM

Seth Lebowitz PARTNER

212.573.8152

slebowitz@sadis.com

Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with:

• Domestic and international tax issues relating to fund structuring

• Joint ventures and partnerships

• Corporate and real estate investing

• Lending

• Securities trading

• Distressed investing

• Financial products.

Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.

OUR TEAM

Yelena Maltser PARTNER

212.573.8429

ymaltser@sadis.com

Yelena Maltser practices in the firm’s Financial Services and Corporate groups. Yelena regularly counsels clients on structuring and forming U.S. and non-U.S. private investment vehicles (including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, funds-offunds, commodity pools, as well as managed accounts). Yelena also advises clients on structuring the management entities to such funds. She regularly prepares offering and organizational documents for investment funds; negotiates side letter agreements, seed capital agreements, joint venture agreements and compensation arrangements; reviews marketing materials; and provides ongoing advice to existing investment vehicles and management entities. In addition, Yelena counsels investment managers on registration and ongoing regulatory compliance issues.

Prior to joining Sadis & Goldberg, Yelena was associated with two other New York City-based law firms, where she was involved in general corporate work.

Yelena counsels investment managers on registration and ongoing regulatory compliance issues.

OUR TEAM

Erika L. Winkler PARTNER

212.573.8022

ewinkler@sadis.com

Erika L. Winkler is a partner in the firm’s Financial Services and Corporate groups. Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles, including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, special purpose vehicles, funds-of-funds, commodity pools, as well as managed accounts. She also regularly advises management companies and fund managers on a wide array of matters, including compensation structures, restructurings and reorganizations, joint ventures, side letters and seed capital transactions, and employment and investor issues, and negotiates and prepares related agreements and documentation.

Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles.

OUR TEAM

212.573.8027

shiffer@sadis.com

JacobShifferisanassociateinthefirm’sFinancialServicesandCorporategroups.Jacob concentrateshispracticesonprivatefundformation,mergersandacquisitions,andgeneral corporatematters.

PriortojoiningSadis,JacobservedintheUnitedStatesAirForceforeightyears,wherehe workedasanAnalyst.

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