Leslie S. Cruz

Registered investment companies, investment advisers, and other financial institutions come to Leslie Cruz for regulatory guidance regarding market, financial, or investment management activities.

Clients that regularly trust Leslie include investment companies (mutual funds, exchange-traded funds, funds of funds, multi-managed funds, multi-series funds, multi-class funds, and closed-end funds) and investment advisers (managers of managers, sub-advisers, real estate advisers, model portfolio advisers, wrap fee sponsors and participants, mutual fund allocation program advisers, private fund advisers and registered fund advisers). Clients seek her assistance regarding:

Investment Company Matters – Investment companies and their investment advisers rely on Leslie for advice on:

• Formation, registration, and reorganization
• Mergers/acquisitions and liquidation
• Ongoing investment management regulatory/business matters
• New product development
• Employee mobility

Regulatory Matters – Regulatory matters in which clients look to Leslie for advice include:

• Exemptive applications, "no-action" letters, and similar SEC and staff guidance
• Investment company registration statements/other regulatory filings, investment adviser registration forms/other regulatory filings, and other regulatory/business filings and documents
• Compliance procedures and corporate documents
• Service agreements (advisory, sub-advisory, fund accounting, administrative services, transfer agency services, distribution, and others)

Trading and Other Matters – Trading and other investment management matters for which she provides guidance include:

• Domestic and foreign custody practices, personal trading, and codes of ethics
• Investment company and investment adviser advertising (including website and internet usage)
• Social media practices
• Intellectual property licensing arrangements and related disclosures and securities lending arrangements
• Liquidity determinations and practices and trade and net asset value error correction practices
• Practices and operations, pricing and fair valuation policies, and privacy practices
• Anti-money laundering compliance
• Corporate governance issues affecting investment companies and investment advisers

Analysis and Investigations – Clients also rely on Leslie's assistance with:

• Investment company status and investment adviser status analyses and opinions (including with respect to specific offerings, financings, and other transactions), business practice reviews, targeted compliance, and Rule 2a-7 product analysis
• Revenue-sharing arrangements and various types of mutual fund intermediary agreements (e.g., administrative services, "sub-TA," dealer/sub-distribution, and shareholder servicing)
• Prospectus delivery practices and procedures

Reviews and Analysis – Clients also seek Leslie’s counsel with respect to regulatory reviews and analyses on various matters, including:

• Due diligence reviews for various purposes (including review of potential business transactions and partners)
• Affiliated transactions analysis and independent director status and analysis
• Corporate governance structures, practices, and procedures (including board committee and classified board formations and operations)
• Sub-adviser oversight practices
• Repurchase agreement and credit facilities/transactions and derivatives/leveraged transactions
• Complex regulatory disclosures
• Investment company-related bank regulatory matters
• Portfolio manager lift-outs/spin-outs