White Paper: Implications of New SEC Marketing Rulefor Private Fund Sponsors

February 26, 2021

The SEC recently adopted a new marketing rule that will significantly impact the advertising and solicitation practices
of SEC-registered investment advisers that sponsor private funds (Sponsors). In this White Paper, we identify themain benefits and burdens of the new rule, and we then provide an in-depth analysis of what the rule will mean forSponsors and how it will affect their fundraising and related activities. 1
Benefits• The new rule provides:° principle-based standards formarketing, rather than bright-line rules° clarity regarding the use of targeted andprojected returns° more flexibility around the use of social
media° more latitude to present case studies
that reference performance° a consolidated, single-source regulatory
framework

Burdens• The new rule calls for new marketing policies andprocedures to implement, more training of IR
personnel and more prominently placed
disclosures• While beneficial, principle-based standards canrequire difficult judgment calls• The rule’s requirements regarding targeted andprojected returns, while providing Sponsors with
helpful clarity, create new compliance burdens forSponsors that present such returns• The rule imposes:• Sponsors can present investor testimonials° new due diligence requirements for third-

in marketing materials and websites, subject toparty ratings presented in marketing

conditions

materials• The rule does not apply to one-on-one
communications with prospective private
fund investors or to marketing materials for3(c)(5)(C) funds• The SEC provides an 18-month transition
period—compliance required by late2022

° a new substantiation burden for material
statements of fact made in marketing materials° new compliance considerations for:- webcast recordings- scripted oral presentations- one-on-one emails- portfolio company executive
statements

1 In light of the rule’s significant implications for Sponsors with respect to placement agent arrangements, we will publish a separate paper on thatspecific topic.

Simpson Thacher & Bartlett LLPWhite Paper: Implications of New SEC Marketing Rule for Private Fund Sponsors

Analysis—The New Rule’s Impact on Sponsors
The new marketing rule replaces the existing “advertising rule” and “cash solicitation rule” that apply to SECregistered investment advisers (RIAs) under the Advisers Act. 2 This White Paper analyzes the new marketing ruleusing the following outline:• A Two-Prong Advertisement Definition. The new definition of “advertisement” contains two alternative
prongs by which a communication will constitute an “advertisement”: one that captures communications
traditionally covered by the advertising rule and another that governs compensated “testimonials” and“endorsements” (defined to include the solicitation activities currently covered by the cash solicitation rule).
• Requirements for Testimonials and Endorsements. The rule imposes new disclosure, oversight anddisqualification requirements on the use of testimonials and endorsements in advertisements.
• Principles-Based General Prohibitions. A set of principles-based general prohibitions will apply to all
advertisements.
• Requirements Relating to Third-Party Ratings. An RIA that includes a third-party rating in an
advertisement must disclose certain information about the rating and satisfy certain criteria pertaining to therating’s preparation.
• Requirements for Presenting Performance. An RIA must meet certain requirements to display grossperformance, related performance, extracted performance, hypothetical performance and predecessor
performance in advertisements.
The SEC also adopted related amendments to the Advisers Act books and records rule and to Form ADV Part 1A. 3
RIAs will need to start complying with the new marketing rule and the amended books and records rule in late 2022. 4

A Two-Prong Advertisement Definition
The new marketing rule includes a two-prong definition of “advertisement”; a communication that meets either prong
will constitute an “advertisement.” The first prong captures traditional advertising and builds on parts of the current
advertising rule’s advertisement definition. The second prong includes a similar scope of activity as traditional
solicitations under the current cash solicitation rule. This second prong will generally cover statements made byplacement agents and other compensated marketers to solicit investors to invest in a private fund advised by an RIA.

2 The new marketing rule is codified as Rule 206(4)-1. The SEC will withdraw many of the staff no-action letters that interpreted the existing

advertising rule and cash solicitation rule as of the new rule’s compliance date.

3 New Form ADV questions will require RIAs to provide information regarding their marketing practices. A Sponsor with a December 31 fiscal year

end will not need to answer these new Form ADV questions until it files its annual Form ADV amendment during the first quarter of 2023.

4 The rule’s effective date is 60 days after its publication in the Federal Register, which has not yet occurred as of the date of this White Paper. The

SEC provided RIAs with an 18-month transition period following the rule’s effective date. During this 18-month transition period, RIAs will needto either continue complying with the existing advertising and cash solicitation rules or comply with the new marketing rule.

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When Is a Communication an “Advertisement” Under the First Prong?
The first prong of the new advertisement definition covers:[a]ny direct or indirect communication an investment adviser makes to more than one person, or toone or more persons if the communication includes hypothetical performance, that offers theinvestment adviser’s investment advisory services with regard to securities to prospective clients orinvestors in a private fund advised by the investment adviser or offers new investment advisory
services with regard to securities to current clients or investors in a private fund advised by theinvestment adviser…5
The rule carves out the following communications from the first prong of the definition:• extemporaneous, live, oral communications;• information contained in a statutory or regulatory notice, filing, or other required communication that isreasonably designed to satisfy the requirements applicable to that communication; and• a communication including “hypothetical performance” provided: (1) in response to an unsolicited request 6 forsuch information from a prospective or current client or investor in a private fund advised by the RIA; or (2) toa prospective or current investor in a private fund advised by the RIA in a one-on-one communication.
How Will the First Prong Impact Sponsors?
In a technical change, the first prong of the definition makes explicit that a communication to multiple prospective
investors marketing a “private fund” is an “advertisement” subject to the rule. This change should not, by itself,
meaningfully impact market practices because most Sponsors likely already treat their marketing materials asadvertisements for purposes of the current advertising rule.
Template Text in Emails: Compliance staff should have discussions with investor relations (IR) personnel and otherfirm employees authorized to communicate with investors and find out the extent to which they use template text in
multiple one-on-one emails sent to individual prospective investors or placement agents, as such template text will
typically be an “advertisement” that must comply with the rule. 7 Compliance staff should then assess whether theyneed to enhance policies, procedures and training materials regarding the use of template text in such emails and thecircumstances under which IR and other personnel must obtain compliance pre-approval for template text they wish
to insert into emails.

5 The definition of “hypothetical performance” under the rule is discussed below. The rule defines “private fund” as an issuer that would be an“investment company,” as defined in Section 3 of the Investment Company Act, but for Section 3(c)(1) or 3(c)(7) of that Act. Accordingly, the rule
will not apply to marketing materials for any investment fund that relies on a different Section 3(c) exemption under the Investment Company Act(e.g., a fund relying on Section 3(c)(5)(C)). The rule also does not apply to marketing materials for any registered investment company (RIC) or
business development company (BDC), which have their own advertising rules.

6 The adopting release provides guidance that any affirmative effort by the RIA intended or designed to induce an investor to request hypothetical

performance would render the request “solicited.”

7 The adopting release clarifies, however, that the fact that there may be some similarities in information provided in true one-on-one

communications will not result in the rule’s application to those communications.

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PPM Business Sections: In an important clarification, the adopting release indicates that although information about
the material terms, objectives and risks of a fund offering in a private placement memorandum (PPM) is not anadvertisement, other information contained in a PPM could be an advertisement. It notes, for example, that related
performance information in a PPM for separate accounts managed by the Sponsor would likely be an advertisement.
In response to this guidance, we expect that Sponsors will generally treat the “executive summary” section and other“business sections” of their PPMs as advertisements subject to the rule.8 This should not represent a significant
departure from existing practice.
Marketing Webcast Scripts and Recordings: The first prong of the definition will apply to: (i) scripted, oral
statements made during a live or recorded marketing webcast; and (ii) scripted or unscripted, oral statements madeduring a marketing webcast that is recorded and subsequently made available to prospective investors. A Sponsor
should consider implementing a procedure requiring compliance pre-approval for scripts that webcast presenterswish to use and for webcast recordings that the Sponsor wishes to disseminate to prospective investors. Sponsors
should also consider training IR staff on this topic.
Reviewing Content Prepared by Third-Party Marketers: The adopting release indicates that the SEC will attribute a
communication to an RIA for purposes of the first prong if the RIA participated in the creation or dissemination of thecommunication or otherwise authorized the communication for dissemination. A Sponsor that uses a third party tomarket its funds should be mindful of this guidance when asked to provide comments on draft marketing content
prepared by the third party. Content that the Sponsor authorizes for dissemination would generally be an
advertisement of the Sponsor, and the Sponsor would therefore be liable for any statement in that content that does
not comply with the rule. That said, we believe that a Sponsor could, in certain circumstances, avoid the attribution of
the third-party-prepared content to the Sponsor by making edits based only on pre-established, objective criteria
documented in the Sponsor’s policies and procedures (e.g., by reviewing the content only for factual accuracy).9
Social Media Posts: Guidance provided in the adopting release gives RIAs some flexibility to permit the use of “like” or“endorse” features on social media platforms and to allow third parties to post public commentary to their social
media pages without implicating the new advertisement definition. This guidance could encourage some Sponsors toincrease their social media presence and relax longstanding restrictions on the posting of Sponsor-related content(e.g., a firm press release on a new portfolio company acquisition) by employees on their personal social media
profiles for promotional purposes. Sponsors that do so should first confirm that their social media policies set forthappropriate guidelines on: (i) what kind of business-related content Sponsors and their employees may post on theirsocial media profiles (e.g., only firm press releases and other content pre-approved by compliance); (ii) which social
media platforms employees may use for posting business-related content (e.g., only LinkedIn); and (iii) how to treat

8 In addition, based on guidance in the release that an RIA’s general market commentary is unlikely an advertisement, a Sponsor may be able toargue, in some circumstances, that market commentary in its PPM’s business sections is not subject to the rule.

9 See Adopting Release, footnote 48 and accompanying text.

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third-party comments on these social media posts (e.g., no selective comment editing; no selective sorting; noprioritizing positive comments over negative ones; no soliciting positive comments; etc.). 10
When Is a Communication an “Advertisement” Under the Second Prong?
The second prong of the definition covers any “endorsement” or “testimonial” for which an RIA provides
compensation, directly or indirectly, but excludes information in a statutory or regulatory notice, filing or otherrequired communication that is reasonably designed to satisfy the requirements applicable to that communication.
“Testimonial” includes any statement by a current client or investor in a private fund advised by the RIA about theclient’s or investor’s experience with the RIA or its supervised persons, 11 whereas “endorsement” includes any
statement by a person other than a current client or investor in a private fund advised by the RIA that indicatesapproval, support or recommendation of the RIA or its supervised persons or that describes that person’s experience
with the RIA or its supervised persons. The testimonial definition also includes any statement by a current client or
private fund investor that refers, or directly or indirectly solicits, any investor to be the RIA’s client or private fundinvestor. The endorsement definition includes any such statements by a person other than a current client or private
fund investor.
How Will the Second Prong of the “Advertisement” Definition Impact Sponsors?
Meetings, Phone Calls and One-on-One Emails: Notably, a compensated testimonial or endorsement disseminated by
an RIA as part of an extemporaneous, live, oral, one-on-one communication is generally an “advertisement” under
this second prong and must therefore comply with the rule, including the requirements related to testimonials orendorsements. 12 Sponsors may therefore find it prudent to implement a policy requiring IR personnel to obtaincompliance pre-approval before they include a testimonial or endorsement in any communication to a prospective
investor (whether in a written presentation, email or oral communication), so that compliance staff can determine
whether the IR personnel will need to follow any special guidelines when presenting the testimonial or endorsement
to ensure compliance with the rule (e.g., making the disclosures that must accompany a compensated testimonial orendorsement under the rule).

Requirements for Testimonials and Endorsements
Testimonials and Endorsements Will Be Subject to New Disclosure, Oversight and Disqualification Requirements
The new marketing rule replaces the current advertising rule’s ban on testimonials with a more permissive rule that

10 In addition, social media policies should also continue to include guidelines designed to ensure compliance with Regulation D general solicitation

restrictions, which are unaffected by this SEC rulemaking, and with an RIA’s recordkeeping obligations. Conducting effective employee training
regarding all these guidelines will be critical.

11 A “supervised person” is defined in the Advisers Act as “any partner, officer, director (or other person occupying a similar status or performing

similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser andis subject to the supervision and control of the investment adviser.”

12 In this respect, the second prong contrasts with the first prong, which does not extend to extemporaneous, live, oral communications or to one-on-one communications that do not contain hypothetical performance.

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will enable RIAs to include testimonials, as well as third-party endorsements, in advertisements subject to certain
requirements.
Disclosure Requirements: An advertisement may not include any testimonial or endorsement, and an RIA may notprovide compensation, directly or indirectly, for a testimonial or endorsement, unless the RIA discloses, or reasonably
believes that the promoter (i.e., the person giving the testimonial or endorsement) discloses, the following at the timeof dissemination:
1. That the testimonial was given by a current client or investor, and the endorsement was given by a person otherthan a current client or investor, as applicable;
2. That cash or non-cash compensation was provided for the testimonial or endorsement, if applicable (e.g., bylabelling the testimonial as a “paid testimonial”);
3. A brief statement of any material conflicts of interest on the part of the promoter resulting from the RIA’s
relationship with such person;
4. The material terms of any compensation arrangement, including a description of the compensation provided or
to be provided, directly or indirectly, to the promoter; and5. A description of any material conflicts of interest on the part of the promoter resulting from the RIA’s
relationship with such person and/or any compensation arrangement.
Clear and Prominent Standard: An RIA must make the first three disclosure items listed above “clearly andprominently.” This means that the advertisement must include these disclosures within the testimonial orendorsement itself. In the case of an oral testimonial or endorsement, an RIA may provide these disclosures either
orally or in a written format, so long as the RIA provides the disclosures at the time of the testimonial orendorsement. 13
Oversight and Written Agreement Requirements: An RIA may not include any testimonial or endorsement, and an
RIA may not provide compensation for a testimonial or endorsement, unless the RIA has a reasonable basis forbelieving that the testimonial or endorsement complies with the requirements of the rule. Under the amended
recordkeeping rule, an RIA must retain documentation substantiating its basis for this belief. In addition, an RIA thatcompensates a promoter for providing a testimonial or endorsement must enter into a written agreement with thepromoter that describes the scope of the agreed-upon activities and the terms of compensation for those activities,
subject to certain exemptions.
Disqualification Provision: The rule prohibits an RIA from compensating a person, directly or indirectly, for a
testimonial or endorsement if the RIA knows, or in the exercise of reasonable care should know, that the promoter is

13 This guidance on the clear and prominent disclosure standard also applies to other requirements of the marketing rule that set forth a clear andprominent disclosure standard. The adopting release explains that the clear and prominent disclosures should appear close to the associatedstatement such that they are read at the same time, rather than referring the reader elsewhere.

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an “ineligible person” at the time the testimonial or endorsement is disseminated, subject to certain exemptions. 14 An
ineligible person is a person who is subject to a “disqualifying Commission action” or a “disqualifying event,” as well as
any employee, officer or director (or any individuals with similar status or functions) of the ineligible person.15 The
definition also extends to general partners of an ineligible person that is a partnership and to elected managers of anineligible person that is a limited liability company managed by elected managers.
De Minimis Compensation Exemption: A testimonial or endorsement disseminated for no compensation or for “deminimis compensation” is not subject to the written agreement requirement and disqualification provision. The ruledefines “de minimis compensation” as any compensation paid to a person for providing a testimonial or endorsementof a total of $1,000 or less (or the equivalent in non-cash compensation) during the preceding 12 months.
Affiliated Promoter Exemption: A testimonial or endorsement by an RIA’s partners, officers, directors, or employees
or a person that controls, is controlled by, or is under common control with the RIA, or is a partner, officer, director or
employee of such a person is exempt from the disclosure requirements and the written agreement requirement. To
qualify for this exemption, the affiliation between the RIA and the promoter must be “readily apparent” to or disclosed
to the client or investor at the time the testimonial or endorsement is disseminated. 16
Broker-Dealer Exemptions: None of the disclosure requirements apply to a testimonial or endorsement by an SECregistered broker-dealer that is a recommendation to a “retail customer” subject to Regulation Best Interest (Reg BI)
under the Exchange Act. 17 In addition, a testimonial or endorsement provided by a broker-dealer to a person that is
not a “retail customer,” as defined in Reg BI, must comply only with the first three of the five disclosure requirements;
namely, those disclosure requirements that include a “clear and prominent” standard. Last, the rule’s disqualification
provision does not apply to a testimonial or endorsement by a broker-dealer that is not subject to statutory
disqualification under the Exchange Act.18
Rule 506 “Covered Person” Exemption: The disqualification provision does not apply to a testimonial or endorsement
by a person covered by the bad actor provision of Rule 506 under the Securities Act in the context of a Rule 506
securities offering, so long as the person’s involvement in that offering would not disqualify the offering under Rule506. 19 This bad actor provision covers various parties connected to a securities offering, including any person that has
14 The marketing rule provides that a promoter shall not be disqualified for any matter that occurred prior to the marketing rule’s effective date if

such matter would not have disqualified the promoter under the current cash solicitation rule.

15 A “disqualifying Commission action” is an SEC opinion or order barring, suspending or prohibiting the person from acting in any capacity under

the federal securities laws. The “disqualifying event” definition, broadly speaking, covers certain types of court convictions and injunctions andfinal orders entered by the SEC or another federal or state financial services regulatory authority. The definition, however, is limited to events that
occurred within the ten-year period preceding the date that the testimonial or endorsement was disseminated and contains a conditional carveout for a person subject to an SEC opinion or order who has complied with the terms of that order or opinion.

16 An RIA must also document the affiliated promoter’s status at the time the testimonial or endorsement is disseminated.
17 Reg BI defines a “retail customer” as a “natural person, or the legal representative of such natural person,” which includes high-net-worth investors.
18 See Section 3(a)(39) of the Exchange Act.
19 The adopting release states that “[t]his exemption applies to persons covered by rule 506(d) of Regulation D only to the extent they are acting

thereunder in a rule 506 securities offering. For example, a broker-dealer acting as a placement agent for a private fund in a rule 506 securities
offering that is covered by this exemption will only be covered with respect to the broker-dealer’s testimonials and endorsements made in its capacity
under rule 506(d) of Regulation D as part of the offering.”

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been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale ofthe issuer’s securities.
How Will the New Testimonial and Endorsement Requirements Impact Sponsors?20
Investor Testimonials: To comply with the current advertising rule’s testimonial ban, Sponsors generally refrain from
including in their marketing materials any statements made by investors in their private funds regarding theirexperiences investing with the Sponsors. The new marketing rule will permit fund marketing materials to include suchinvestor statements, subject to compliance with the rule’s requirements related to testimonials.
Portfolio Company Executive Statements: Sponsor marketing materials occasionally include statements made by
executives at fund portfolio companies regarding the executive’s experience working with the Sponsor. Thesestatements will be either “testimonials” or “endorsements” under the rule, depending on whether the relevant
portfolio company executive is also an investor in any of the Sponsor’s funds (including co-investment vehicles
managed by the Sponsor). Consequently, marketing materials containing such statements will need to comply withthe rule’s requirements related to testimonials and/or endorsements.
Optics Considerations for Disclosing Compensation or Conflicts: A marketing presentation that presents an investor
or portfolio company executive statement must include equally prominent disclosure referring to any compensation
provided for the statement or any material conflicts of interest on the part of the investor or executive, if applicable. IR
personnel may dislike the optics of such disclosure and may feel that they significantly diminish the promotional effectof the investor or portfolio company executive statement. For this reason, among others, our expectation is that many
Sponsors will opt not to include an investor or portfolio company executive statement in marketing materials incircumstances where compensation was provided or where the investor or executive had a material conflict.21
Gifts and Entertainment: Sponsor personnel occasionally give gifts and provide entertainment to a fund investor or
portfolio company executive. In each case, Sponsors should assess whether the gifts or entertainment could be viewed
as compensation provided in exchange for the testimonial or endorsement given by the investor or executive. We
anticipate that reasonable, non-extravagant gifts and entertainment provided to the investor or executive in theordinary course of business will not typically be considered compensation.
Fee Discounts or Other Preferential Terms: From time to time, a Sponsor may grant an investor or portfolio company
executive a management fee or carried interest discount or other preferential term in connection with theircommitment of capital to the Sponsor’s fund (e.g., pursuant to a side letter arrangement), including a co-investment
vehicle. The Sponsor should ensure that this preferential term is not in exchange for a testimonial, as such an
exchange would require the Sponsor to treat the testimonial as a compensated testimonial for purposes of the
20 The new requirements regarding testimonials and endorsements, along with the second prong of the advertisement definition, will havesignificant implications for Sponsors in relation to their arrangements with placement agents. As discussed above, we will publish a separate
paper that analyzes the rule’s implications for Sponsors with respect to placement agent arrangements. Accordingly, this subsection does notaddress this specific topic.

21 Absent any disclosable material conflicts or compensation, the Sponsor could meet the clear and prominent disclosure requirements by simply

inserting a parenthetical, immediately following the quoted statement, saying that the quoted statement was given by a fund investor or by aperson who is not an investor in the Sponsor’s funds, as applicable.

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disclosure, oversight and disqualification requirements applicable to testimonials (e.g., the Sponsor would need toclearly and prominently disclose that the testimonial was compensated). Sponsors should also assess whether theinvestor, in giving a testimonial, could be incentivized by the prospect of receiving a preferential term in connection
with a future investment it makes in a fund managed by the Sponsor and, if so, whether this potential incentive gives
rise to a material conflict of interest.22
References to Performance in Testimonials/Endorsements: We expect that some Sponsors will be hesitant to include
testimonials or endorsements that describe fund-level or investment-level performance (in either quantitative or
qualitative terms) in marketing materials, out of concern that such testimonials or endorsements could run afoul of
the rule’s general prohibitions (see “Principles-Based General Prohibitions” below). These general prohibitions will
require that any performance result or reference to specific investment advice be presented in a fair and balancedmanner.23
Written Agreement and Disqualification Requirements: If fund marketing materials include a testimonial orendorsement for which the promoter’s compensation exceeds the $1,000-per year de minimis threshold, the Sponsor
will need to comply with the rule’s written agreement and disqualification provisions with respect to the testimonial orendorsement.

Principles-Based General Prohibitions
New Principles-Based General Prohibitions Will Apply to Advertisements
The rule provides that an advertisement may not:• Include any untrue statement of a material fact, or omit a material fact necessary in order to make thestatement made, in light of the circumstances under which it was made, not misleading;• Include a material statement of fact that the RIA does not have a reasonable basis for believing it will be able tosubstantiate upon demand by the SEC;
• Include information that would reasonably be likely to cause an untrue or misleading implication or inference
to be drawn concerning a material fact relating to the RIA;
• Discuss any potential benefits to clients or investors connected with or resulting from the RIA’s services or
methods of operation without providing fair and balanced treatment of any material risks or limitations
associated with the potential benefits;• Refer to specific investment advice provided by the RIA that is not presented in a fair and balanced manner;
22 Even if the Sponsor takes the view that this potential incentive does not give rise to a material conflict that must be clearly and prominently

disclosed, the Sponsor may nonetheless wish to include disclosure about this potential incentive in the marketing presentation (in either afootnote or a disclaimer section) or in a separate disclosure document.

23 In view of the rule’s general prohibitions, Sponsors should also be cautious about presenting a testimonial or endorsement that uses superlative

language (e.g., superior; exceptional) to describe the Sponsor or its investment team. More generally, the Sponsor should consider making otherdisclosures designed to prevent the quoted statement from being misleading. A Sponsor could disclose, for example, that other investors or
portfolio company executives may not necessarily share the same views or opinions about the Sponsor as those expressed in the quoted
statement.

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In applying these general prohibitions, an RIA should consider the facts and circumstances of each advertisement,
including the nature of the audience to which the RIA directed the advertisement. To establish a violation of thegeneral prohibitions, the SEC will only need to demonstrate simple negligence on the part of the RIA and will not needto prove scienter.
How Will the Rule’s General Prohibitions Impact Sponsors?
Overall, the new rule’s general prohibitions should not be too consequential for Sponsors because the practices theyprohibit are already largely prohibited by the current advertising rule’s “anti-fraud” catch-all provision and other
Advisers Act anti-fraud provisions. However, Sponsors should be aware of the following notable practical implicationsof the general prohibitions.
Statements of Fact vs. Statements of Opinion: It will be important for Sponsors to discern when a statement is astatement of opinion (e.g., prefaced with “we believe” or “in our view”) as opposed to a statement of fact, as the latter
will need to satisfy the substantiation requirement, whereas the former will not. Compliance personnel should
continue to scrutinize marketing materials for any superlative or exaggerated statements that cannot be substantiatedor characterized as a statement of opinion.
Substantiation Policies and Procedures: Sponsors should consider adopting compliance policies specifically designed
to address how the RIA will demonstrate its “reasonable belief” that it will be able to substantiate statements ofmaterial fact in its advertisements, as required under the rule. A Sponsor can consider creating an internal filedemonstrating its reasonable belief for the material statements of fact included in its advertisements as the Sponsor
prepares its advertisement.24
SEC Exam Requests: We anticipate that SEC examiners may select a sample of statements of material facts made inmarketing materials and request information that substantiates them. The SEC indicated in the adopting release that
if an RIA is unable to produce such information upon the SEC’s demand, the SEC will presume that the RIA did nothave a reasonable basis for its belief that it could substantiate the sampled statements, in violation of the rule.
Placement of Risk Disclosures: When considering which benefits of its fund management services to highlight in a
specific advertisement, a Sponsor will need to consider whether the type of advertisement being disseminated lends
itself to a placement of the risk disclosures in a manner that satisfies the “fair and balanced” standard. A Sponsor may
need to modify the advertisement’s content if the necessary disclosures cannot be presented in a manner that will
satisfy this standard. For example, including risk disclosures in the front of a marketing presentation versus the back24 Because an RIA already has a recordkeeping obligation to retain records “to support the basis for or demonstrate the calculation of theperformance or rate of return of any or all managed accounts or securities recommendations in any . . . advertisement,” the new substantiation
requirement should not significantly alter a Sponsor’s recordkeeping burdens with respect to performance information presented in an
advertisement.

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of it or including a “click-through” disclosure that an investor must acknowledge before entering a website would
likely meet the “fair and balanced” requirement since the reader must read the disclosures before proceeding (or atleast these approaches provide a Sponsor with a reasonable basis to believe that the reader has read them). However, awebsite that discusses the benefits of a Sponsor’s services might not satisfy this requirement if it only discloses
material risks and limitations via a hyperlink with a generic title (e.g., “Additional important information”) that thereader need not read before proceeding.
Case Studies and Other References to Specific Investments: Sponsors will have more flexibility to discuss specificinvestments in case studies in marketing materials. For example, a marketing presentation may describe specificinvestments made in response to a major market event, provided the advertisement includes disclosures withappropriate contextual information for investors to evaluate those recommendations.25 Similarly, for case studies andany other similar information about portfolio company performance, it would not be “fair and balanced” for an RIA’s
advertisement to present case studies only reflecting profitable investments (when there are also similar unprofitable
investments). To meet the “fair and balanced” standard, an RIA may, for example, disclose the overall performance ofthe relevant investment strategy or private fund for at least the relevant period covered by the list of investments
shown.

Requirements Relating to Third-Party Ratings
Third-Party Ratings Will Need to Comply With New Disclosure and Diligence Requirements
Largely in line with existing no-action guidance, 26 the marketing rule includes tailored requirements for presenting a“third-party rating.” The rule defines “third-party rating” as a rating or ranking of an RIA provided by any person(other than a related person 27) that provides such ratings or rankings in the ordinary course of its business.28
Specifically, the rule permits an RIA to include a third-party rating in an advertisement, provided that the RIA has areasonable basis for believing that any questionnaire or survey used in the preparation of the rating is structured tomake it equally easy to provide favorable or unfavorable responses, and is not designed or prepared to produce any
predetermined result. In connection with this due diligence requirement, RIAs must maintain documentation
substantiating the reasonable basis for the RIA’s belief.29
In addition, under the rule, any RIA that includes a third-party rating in an advertisement must clearly andprominently disclose (or reasonably believe that the third-party rating clearly and prominently discloses): (i) the date
25 For example, the disclosures could address the circumstances of the market event, such as its nature and timing, and any relevant investment

constraints, such as liquidity constraints, during that time.

26 See, e.g., DALBAR, Inc., SEC Staff No-Action Letter (Mar. 24, 1998); Investment Adviser Association, SEC Staff No-Action Letter (Dec. 2, 2005).
27 The adopting release expresses concern that a rating or ranking provided by a related person of the RIA presents a risk of bias. “Related person” isdefined in the Form ADV Glossary of Terms to include all current employees of an RIA (excluding employees performing clerical, administrative,
support or similar functions), officers, partners or directors (or any person performing similar functions), and persons that, directly or indirectly,
control, are controlled by or are under common control of the RIA. The term “control” similarly is defined in the Form ADV instructions.

28 According to the adopting release, testimonials and endorsements that resemble third-party ratings but are not made by persons “in the business”

of providing ratings or rankings do not qualify as “third-party ratings.” The adopting release does not specifically discuss the circumstances underwhich a third-party rating would fall within the definition of “endorsement.”

29 RIAs must maintain a copy of any questionnaire or survey used in the preparation of a third-party rating included or appearing in any

advertisement (except in any instances where the RIA is unable to obtain such a copy).

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on which the rating was given and the period of time upon which the rating was based; (ii) the identity of the third
party that created and tabulated the rating; and (iii) if applicable, that the RIA directly or indirectly provided
compensation (including both cash and non-cash compensation) in connection with obtaining or using the third-party
rating.
How Will the New Third-Party Rating Requirements Impact Sponsors?
Due Diligence of Rating Questionnaires or Surveys: Sponsors will have several options to satisfy the due diligencerequirement, including obtaining: (i) a copy of the questionnaire or survey used in the preparation of the third-party
rating; (ii) representations from the applicable third-party rating agency regarding general aspects of how thequestionnaire or survey is designed, structured and administered; or (iii) any similar information regarding thequestionnaire’s or survey’s methodology that may become available via public disclosures by the third-party rating
agency (as applicable). Accordingly, Sponsors will need to determine which of these three methods is mostappropriate to use for each third-party rating that they include in any advertisement, and will also need to maintainrelated substantiating documentation. We expect compliance and IR personnel will need to coordinate with the rating
provider to ensure that the Sponsor complies with this diligence requirement.
Compensation Disclosure Obligations for Ratings: A Sponsor may occasionally pay a fee to a third-party rating firm
for the right to use that rating firm’s rating or ranking of the Sponsor in its advertisements or to be included in thepool of RIAs from which the rating firm determines the rating or ranking. Under the rule, an advertisement that
includes this rating or ranking will need to “clearly and prominently” disclose that the Sponsor provided
compensation in connection with the rating or ranking. To meet the clear and prominent standard, the disclosuremust be at least as prominent as the third-party rating or ranking itself. This disclosure requirement will apply even if
the fee paid to the rating firm is de minimis. As in the case of the clear and prominent disclosures required fortestimonials and endorsements, IR personnel may dislike the optics of such prominent compensation disclosures andmay feel that the disclosures diminish the promotional effect of the rating or ranking. 30

Requirements for Presenting Performance
Advertisements Presenting Gross Performance Must Present Equally Prominent Net Performance That Meets Certain
Conditions
The rule requires any advertisement that presents “gross performance” 31 to also present “net performance”:32 (i) withat least equal prominence to, and in a format designed to facilitate comparison with, the gross performance; and (ii)

30 Sponsors should also keep in mind that the presentation of a third-party rating in an advertisement must comply not only with theaforementioned disclosure requirements but also with the rule’s general prohibitions described above.

31 “Gross performance” is defined as the performance results of a “portfolio” (or portions of a portfolio that are included in extracted performance, if

applicable) before the deduction of all fees and expenses that a client or investor has paid, or would have paid, in connection with the RIA’s
investment advisory services to the relevant portfolio. The rule defines “portfolio” as “a group of investments managed by the investment adviser.
A portfolio may be an account or a private fund and includes, but is not limited to, a portfolio for the account of the investment adviser or its
advisory affiliate (as defined in the Form ADV Glossary of Terms).”

32 “Net performance” is generally defined as the performance results of a portfolio (or portions of a portfolio that are included in extracted

performance, if applicable) after the deduction of all fees and expenses that a client or investor has paid, or would have paid, in connection with
the RIA’s investment advisory services to the relevant portfolio.

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calculated over the same time period, and using the same type of return and methodology, as the gross performance.
This requirement supersedes the SEC staff’s position that RIAs may use gross performance in one-on-one
presentations to institutional investors subject to certain conditions. 33 Accordingly, any one-on-one presentation that
falls within the definition of advertisement must present gross and net performance with equal prominence.
How Will the New Gross Performance Requirements Impact Sponsors?
Overall, we do not expect these requirements to be too consequential for Sponsors, as the common practice among
Sponsors is to present fund-level gross and net returns with equal prominence.
Aggregate Returns for a Subset of Fund Investments: From time to time, Sponsors present the aggregate
performance of a subset of a fund’s investments. For example, a marketing presentation may show the aggregate grossinternal rate of return (IRR) for all investments made in a specific industry or sector by a buyout fund that invests inseveral industries or sectors. The rule appears to require the presentation to also display, with equal prominence, theaggregate net IRR for this subset of investments. Calculating such a net IRR figure may not be straightforward though.
For instance, fund-level expenses, which the Sponsor would need to deduct to calculate the net IRR, are often not tiedto specific investments. Accordingly, the Sponsor would likely need to make estimates and assumptions to calculate
the net IRR for these investments, and the Sponsor should include disclosures regarding the estimates andassumptions used when calculating the net IRR, to ensure compliance with the rule’s general prohibitions.
Deduction of Model Fees: The rule’s “net performance” definition expressly permits the deduction of (i) a model fee
when doing so would result in performance no higher than if the actual fee had been deducted or (ii) a model fee equal
to the highest fee charged to the intended audience to whom the RIA disseminates the advertisement. While one could
interpret this as giving an RIA discretion to choose which of the two model fees to deduct in calculating net
performance, the SEC stated in its adopting release that an RIA must use the higher of these two model fees, citing therule’s general prohibitions.34
Performance-Related Disclosures: Marketing materials and PPMs that present performance information tend toinclude robust disclosures regarding assumptions, factors and conditions that contributed to the performance (e.g.,
the impact of fund-level leverage on performance). Sponsors should continue to include these kinds of robust
disclosures in their marketing materials and PPMs to ensure compliance with the rule’s general prohibitions.
Advertisements That Present Portfolio Performance Must Show That Portfolio’s Performance Over Certain PrescribedTime Periods
An advertisement that presents the performance results of a portfolio (or composite or aggregated performance forrelated portfolios) must present the performance results of that same portfolio (or composite or aggregated portfolios)
for one-year, five-year and ten-year time periods. The performance results for each prescribed time period must be
33 See Association for Investment Management and Research, SEC Staff No-Action Letter (Dec. 18, 1996); Investment Company Institute, SEC

Staff No-Action Letter (Sept. 23, 1988).

34 According to the adopting release, if an RIA expects to charge its advertisement’s intended audience a fee that will exceed the actual fee charged tothe account whose net performance is presented in the advertisement, the RIA “must use a model fee that reflects the anticipated fee to be
charged in order not to violate the rule’s general prohibitions.”

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presented with equal prominence and must end on a date that is no less recent than the most recent calendar yearend. 35 If the relevant portfolio did not exist for a particular prescribed period, the RIA must present the portfolio’s
performance from its inception. Importantly, this prescribed time periods requirement does not apply to thepresentation of a private fund’s performance.
Will the New Prescribed Time Periods Requirement Impact Sponsors?
Although the prescribed time periods requirement will not apply to the presentation of private fund performance,
circumstances could arise where a Sponsor will need to consider whether this requirement otherwise applies to its
performance advertising.
Showing Performance of SMAs, Registered Funds, BDCs or 3(c)(5)(C) Funds: As discussed elsewhere, the term
“private fund” does not include separately managed accounts (SMAs), RICs, BDCs or funds that rely on Investment
Company Act exemptions other than Section 3(c)(1) or 3(c)(7) (e.g., Section 3(c)(5)(C) funds). A marketing
presentation or PPM for a private fund that presents the performance of a related portfolio that is not a private fundmust present the related portfolio’s performance over the specific time periods prescribed by the rule.
Advertisements That Present Some Related Performance Must Present All Related Performance
The rule prohibits an advertisement from including the performance results of one or more “related portfolios” unless
it includes performance results for all “related portfolios.” The term “related portfolio” is defined as a portfolio with“substantially similar investment policies, objectives, and strategies” as those of the services being offered or
promoted in the advertisement. RIAs will be permitted to exclude related portfolios if: (i) the advertised performance
results are not materially higher than if all related portfolios had been included; and (ii) the exclusion of any related
portfolio does not alter the presentation of applicable time periods prescribed by the time periods requirement.
How Will the New Related Performance Requirement Impact Sponsors?
In general, Sponsors are already aware that fund marketing materials should not cherry pick past or current fundswith favorable returns.
Prior Funds Managed by Different Teams or Under Different Market Conditions: The scope of “related portfolios”
subject to this requirement covers any prior fund with “substantially similar” investment policies, objectives andstrategies as the new fund being marketed, even if the prior fund was managed by a substantially different investment
team than the new fund or made investments under substantially different market conditions than the new fund. This
could require a Sponsor to present the performance of an older fund—even potentially a fund that was liquidated
several years ago—to the extent the older fund and the new fund being marketed have substantially similar policies,
objectives and strategies. And the Sponsor would have a recordkeeping obligation to retain support for any returns
presented with respect to this older fund.

35 The adopting release notes, however, that it could be misleading for an RIA to present performance as of the most recent calendar year-end if

more timely quarter-end performance is available and events have occurred since that time that would have a significant negative effect on the
RIA’s performance.

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Newer Fund Performance That Is Not Yet Meaningful: The related performance requirement may pose complianceissues in relation to newer funds for which IRR figures are not yet meaningful, as is often the case for private equity
strategies. Where a newer fund is a “related portfolio” of a fund being marketed, the rule will only permit a Sponsor to
exclude the newer fund’s performance from a track record if the returns presented in the track record are notmaterially higher than if the newer fund’s performance were included.
Advertisements With Extracted Performance Must Provide (or Offer to Provide Promptly) the Performance of the
Total Portfolio
The rule requires that advertisements with “extracted performance” provide (or offer to promptly provide) the
performance results of the total portfolio from which the performance was extracted. “Extracted performance” isdefined as the performance results of a subset of investments extracted from a portfolio.
How Will the New Extracted Performance Requirement Impact Sponsors?
Marketing Funds With New Strategies: This requirement will potentially be relevant to a Sponsor that is looking tolaunch a new strategy. For example, a Sponsor that manages a fund which invests in both North American andEuropean real estate may decide to launch a new fund that will invest in European real estate only. This Sponsor may
wish to present the performance results of investments made by its current fund in European real estate in its
marketing materials for the new Europe-focused fund. To comply with the extracted performance requirement, theSponsor would need to provide (or offer to provide promptly) the performance results of its current fund, which takes
into account the performance of the fund’s individual investments in both North American and European real estate.
New Policy and Disclosure Requirements Will Apply to the Presentation of Hypothetical Performance
The rule allows RIAs to include hypothetical performance in advertisements, provided that the RIA: (i) adopts andimplements policies and procedures reasonably designed to ensure that the hypothetical performance is relevant to
the likely financial situation and investment objectives of the intended audience; (ii) provides information to enable
the intended audience to understand the criteria used and assumptions made in calculating the hypothetical
performance; and (iii) provides (or, when the intended audience is an investor in a private fund, offers to provide
promptly) sufficient information to enable the intended audience to understand the risks and limitations of using
hypothetical performance in making investment decisions. 36 Notably, the SEC’s intent behind the first of these threerequirements is that an RIA should only distribute an advertisement with hypothetical performance to investors who
have access to the resources to independently analyze this information and who have the financial expertise tounderstand the risks and limitations of these types of presentations.37
The rule defines “hypothetical performance” as performance results that were not actually achieved by any portfolio of
the RIA and explicitly includes, but is not limited to, model performance, backtested performance, and targeted or
36

RIAs will have a recordkeeping obligation to maintain supporting records regarding the calculation of the hypothetical performance. In addition,
any advertisement that includes hypothetical performance must also comply with the rule’s general prohibitions, including the prohibition
against including materially misleading information in an advertisement.

37 The SEC indicated that RIAs generally would not be able to include hypothetical performance in advertisements directed to a mass audience or

intended for general circulation because an RIA generally could not form any expectations about the recipients’ financial situations or investment
objectives.

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projected performance returns, but excludes predecessor performance (which is subject to its own requirements under
the rule) and interactive analysis tools that produce simulations and statistical analyses.
How Will the New Hypothetical Performance Requirements Impact Sponsors?
Targeted and Projected Returns: Fund marketing materials often present specific return figures or ranges that a fundis targeting and occasionally detail projected return figures for specific funds. This information will be considered“hypothetical performance” under the rule, and Sponsors that present this information in advertisements will need tocomply with the rule’s requirements regarding hypothetical performance.
Investments Subsets Extracted From Multiple Funds: Fund marketing materials may occasionally present theaggregate performance of a subset of investments extracted from multiple funds, e.g., all investments made in a
specific industry by three buyout funds that invest in multiple industries. This type of performance information will beconsidered “hypothetical performance” because it does not reflect the holdings of any actual investor. Suchperformance information would therefore be subject to the requirements applicable to hypothetical performance.
Policies and Procedures Regarding Hypothetical Performance: To comply with the policies and procedures
requirement, Sponsors should consider implementing a compliance pre-clearance requirement for any advertisementthat includes hypothetical performance so that legal and/or compliance personnel can confirm that (i) the
hypothetical performance is relevant to the likely financial situation and investment objectives of the intended
audience and (ii) the advertisement will not be distributed in such a manner where the Sponsor is not able to make areasonable judgment about the recipients’ financial situation or investment objectives. In confirming the first point,
the Sponsor can identify categories of investors that, based on its past experience, tend to value a particular kind of
hypothetical performance and can then permit, as a matter of policy, the dissemination of that kind of hypothetical
performance to any investor that falls within one or more of those categories.38 For example, a Sponsor may permit in
its policy the dissemination of target returns to large institutional investors with significant experience in the area ofprivate fund investing, based on the Sponsor’s experience that investors of this type tend to consider target returns animportant factor in making investment decisions.
One-on-One Communications With Prospective SMA Clients: Sponsors that market SMA products and services
should consider implementing specific pre-approval requirements for presenting hypothetical performance in a oneon-one communication to a prospective SMA client, even for hypothetical performance figures that have already been
included in other marketing communications. Such a one-on-one communication will generally be an “advertisement”
subject to the hypothetical performance-related requirements of the rule, unless the communication is in response toan unsolicited request that the prospective SMA client made for such information.
Disclosures Regarding Hypothetical Performance: Sponsors that include hypothetical performance in theiradvertisements will need to (i) provide sufficient information to enable the recipient to understand the criteria used
and assumptions made in calculating the hypothetical performance (e.g., the likelihood of a given event occurring)
38 These investor categories can be based on financial sophistication standards (such as “qualified client” or “qualified purchaser” status), net worth

or prior investment experience, among other criteria.

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and (ii) provide (or, where the recipient is an investor in a private fund, offer to promptly provide) sufficient
information to enable the recipient to understand the risks and limitations of using the hypothetical performance inmaking investment decisions. Marketing materials that contain targeted or projected returns tend to include genericdisclosures that the RIA calculated these returns based on assumptions about various factors (e.g., future economic
and market conditions, future operating results) and many Sponsors already include extensive disclosures inmarketing materials regarding the risks and limitations of relying on hypothetical performance. To comply with the
new disclosure requirements, Sponsors will likely need to enhance these disclosures to provide more details regarding
the methodologies used and assumptions made in calculating targeted and projected returns. However, a Sponsor that
already includes extensive disclosure on risks and limitations regarding hypothetical performance will unlikely need tomake significant enhancements to such disclosures.
Advertisements That Present Predecessor Performance Must Meet Certain Conditions
The rule prohibits an advertisement from including “predecessor performance” unless the advertisement satisfies
certain conditions. The rule defines “predecessor performance” to cover any investment performance achieved by agroup of investments consisting of an account or a private fund that was not advised at all times during the period
shown by the RIA advertising the performance (i.e., the “advertising RIA”).
The conditions specified in the new rule for including predecessor performance are largely consistent with (andeffectively codify) no-action letter guidance that the SEC staff has provided on this topic.39 These specific conditions
are: (i) the persons who were primarily responsible for achieving the prior performance results manage accounts at
the advertising RIA 40; (ii) the accounts managed at the predecessor RIA are sufficiently similar to the accounts
managed at the advertising RIA that the performance results would provide relevant information to clients orinvestors; (iii) all accounts that were managed in a substantially similar manner41 are advertised unless the exclusionof any such account would not result in materially higher performance and the exclusion of any account does not alter
the presentation of any applicable prescribed time periods 42; and (iv) the advertisement clearly and prominently
includes all relevant disclosures, including that the performance results were from accounts managed at anotherentity. 43

39 See Horizon Asset Management, LLC, SEC Staff No-Action Letter (Sept. 13, 1996); Great Lakes Advisors, Inc., SEC Staff No-Action Letter, (pub.

avail. Apr. 3, 1992).

40 An RIA would need to analyze the extent of substantive responsibility, decision-making authority and influence that the relevant investment

professional had in generating the performance in question. Importantly, the SEC clarified in the adopting release that where more than one
individual was primarily responsible for making the relevant investment decisions (e.g., where a committee managed the group of investments at
the prior firm), there must be a substantial identity of personnel among the predecessor RIA’s and advertising RIA’s committees (or other suchgroups responsible for making the investment decisions).

41 According to the adopting release, accounts that are managed in a “substantially similar manner” are those with substantially similar investment

policies, objectives and strategies.

42 The rule’s prescribed time period requirement applies to all performance advertisements, except for “private fund” performance (as describedfurther herein).

43 In addition, any RIA that includes predecessor performance in an advertisement will be required to maintain documentation of communications

relating to such predecessor performance, as well as all other appropriate data and documentation to support and substantiate such predecessor
performance being presented. A sampling of information/records from a prior firm will be insufficient for such purposes.

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How Will the Predecessor Performance Requirements Impact Sponsors?
Disclosure Regarding Predecessor Performance: Marketing materials that present predecessor performance typically
include various disclosures relating to the predecessor performance in footnotes, endnotes or other disclaimers. These
disclosures, which can be lengthy, often touch on differences between the relevant predecessor RIA account and thefund being marketed in terms of their respective investment teams and investment programs’ objectives andlimitations, among other things. Under the rule, a Sponsor that presents predecessor performance in an
advertisement will need to “clearly and prominently” include all “relevant” disclosures in that advertisement. To be“clear and prominent,” the disclosures must be at least as prominent as the predecessor performance itself. This could
pose logistical and optics issues for Sponsors, depending on the volume of disclosure that could be considered
relevant. Unfortunately, the adopting release does not provide much guidance on when a disclosure would be“relevant” for purposes of this requirement, so compliance personnel will need to make judgment calls as to which
disclosures regarding predecessor performance must be clear and prominent.44
Predecessor RIA Accounts Managed in a Substantially Similar Manner: This condition mirrors the “related
performance” provisions of the rule, which require RIAs to include all related portfolios and only permit an RIA to
exclude a related portfolio if performance would not be materially higher and if the exclusion of any related portfolio
does not alter the presentation of any applicable time periods required by the rule (i.e., any one-year, five-year andten-year (or since inception) time periods, as applicable). Sponsors can thus use the very same approach for
determining the scope of accounts that are managed in a “substantially similar manner” as they will otherwise use todetermine which accounts are related portfolios for purposes of displaying related performance in advertisements
under the rule.
Compliance With the Rule’s General Prohibitions and Other Performance Requirements: In addition to applying thespecific requirements and conditions described above, Sponsors including predecessor performance in an
advertisement will also need to consider the extent to which the rule’s general prohibitions and other performanceadvertising provisions apply to any display of such predecessor performance. For example, a Sponsor should not show
the performance of a predecessor RIA’s account without also showing the performance of a substantially similaraccount managed by the Sponsor, to ensure compliance with the rule’s related performance requirement.

Conclusion
While the new marketing rule will, in many respects, formalize existing SEC guidance and compliance best practices
relating to the marketing of private funds, it will have noteworthy practical implications for Sponsors. We encourageSponsors to assess these implications. In particular, while many of the pronouncements have resolved uncertainties in
the regulatory landscape, they have created a new set of requirements and procedures that are likely to be an area of
focus for the SEC in examinations subsequent to the effectiveness of the new rule. We stand ready to assist Sponsors
in their efforts to comply with the new rule.

44 The adopting release merely notes that what disclosures are “relevant” will depend on the applicable facts and circumstances, though the rule’s

text makes clear that the fact that the predecessor performance was from accounts managed at another entity will always be relevant for thispurpose.

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For further information regarding this analysis, please contact one of the following Funds Regulatory andInvestigations Practice attorneys or your regular Simpson Thacher contact(s).
NEW YORK CITY
Thomas H. Bell+1-212-455-2533
tbell@stblaw.com

Michael W. Wolitzer+1-212-455-7440
mwolitzer@stblaw.com

Allison Scher Bernbach+1-212-455-3833
allison.bernbach@stblaw.com

Meredith J. Abrams+1-212-455-3095
meredith.abrams@stblaw.com

Manny M. Halberstam+1-212-455-2388
manny.halberstam@stblaw.com

Vanessa K. Rakel+1-212-455-3534
vanessa.rakel@stblaw.com

WASHINGTON, D.C.
David W. Blass+1-202-636-5863
david.blass@stblaw.com

Rajib Chanda+1-202-636-5543
rajib.chanda@stblaw.com

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