Leslie S. Cruz

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