Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Since the enactment of the Investment Company Act of 1940, Sullivan & Cromwell has been one of the leading legal advisors to the investment management industry. We represent numerous public and private companies and their advisors on the full range of "40 Act" issues. For more than 60 years S&C has been counsel to the Investment Company Institute, the association of nearly all U.S. investment companies.

Sullivan & Cromwell is counsel to funds, fund managers, independent directors and fund underwriters for open- and closed-end funds and private investment funds. We currently represent fund groups comprising - and independent directors overseeing - in the aggregate over 200 funds. The Firm is actively involved in helping new participants to enter the investment management industry, directly through the establishment of affiliated funds and indirectly through the acquisition of management companies.

S&C regularly represents targets and acquirors in mergers and acquisitions involving investment management companies or where investment management activities are a primary motivation for a transaction.

S&C represents numerous private equity clients, assisting in the negotiation and consummation or disposition of their investments.

Recent Investment Management practice highlights include:

Representation of mutual funds, independent directors, investment managers in all facets of business affairs and regulation, including:

• Acting as counsel to funds/independent directors of numerous registered mutual funds and closed-end funds, including all or some of those in these complexes: AllianceBernstein Funds, BBH Funds, JPMorgan Funds, Pioneer Funds, Prudential Mutual Funds, Reich & Tang Funds and Seligman Funds.

Substantial transactions/projects include:

• BlackRock acquisition of Merrill Lynch Investment Managers
  US$ 9.8 billion, 2006
  Client: Merrill Lynch & Co.
• Sale of Genworth Financial to AssetMark Investment
  Services Inc.
  US$ 330 million, 2006
  Client: AssetMark Investment Services Inc.
• Special Committee of the Board of Directors of Nationwide Mutual Insurance Company in its consideration of the sale of its Gartmore operations
  Client: Special Committee of the Board of Directors of Nationwide Mutual Insurance Company
• Initial public offering of Seligman LaSalle International Real Estate Fund, raising approximately $225 million, 2007
  Counsel to Fund
• Strong Financial - regulatory matters and civil litigation
  Counsel to Strong Financial
• Contested elections of directors for closed-end investment companies New Germany Fund and Tricontinental Corp.

Practice Contacts

John E. Baumgardner, Jr.
New York
P +1-212-558-3866
F +1-212-558-3588
baumgardnerj@sullcrom.com