SEC Release No. IA-3221 June 22, 2011 Pursuant to § 410 of the Dodd-Frank Act, the SEC adopted rules to implement changes to the registration of investment advisers under the Advisers Act and pursuant to state law. For further detail on this action, please see the CWT Clients Friends Memo, SEC Adopts Dodd-Frank Act Investment Adviser Rules and Delays Implementation of Some Deadlines (June 27, 2011). Please contact any of the following Cadwalader attorneys if you have any questions about this item: Drew Chapman; drew.chapman@cwt.com Dorothy Mehta; dorothy.mehta@cwt.com Alan Parness; alan

SEC Release No. IA-3222 June 22, 2011 Pursuant to § 403 of the Dodd-Frank Act, the SEC adopted final rules under the Investment Advisers Act to implement exemptions from registration for certain privately offered investment funds. The new rules, among other things, (1) define "venture capital fund," (2) exempt registration advisers with less than $150 million under management, and (3) exempt from registration certain "foreign private advisers." For further detail on this action, please see the CWT Clients Friends Memo, SEC Adopts Dodd-Frank Act Investment Adviser Rules and Delays

SEC Release No. IA-3220 June 22, 2011 Pursuant to Section 409 of the Dodd-Frank Act, the SEC adopted final rules to exempt "family offices" from regulation under the Advisers Act. For further detail on this action, please see the CWT Clients Friends Memo, SEC Adopts Dodd-Frank Act Investment Adviser Rules and Delays Implementation of Some Deadlines (June 27, 2011). Please contact any of the following Cadwalader attorneys if you have any questions about this item: Drew Chapman; drew.chapman@cwt.com Dorothy Mehta; dorothy.mehta@cwt.com Alan Parness; alan.parness@cwt.com Cross References SEC

SEC Release No. 33-9231/34-64794/39-2475 July 1, 2011 The SEC published an interim final rule to exempt offers and sales of security-based swaps from (1) all provisions of the Securities Act (other than the anti-fraud provisions of Section 17(a)), (2) the registration requirements of the Exchange Act, and (3) the provisions of the Trust Indenture Act, each pursuant to certain conditions. See also CWT Clients Friends Memo, Two Dodd-Frank Problems: the Effective Date and the Definitions (June 13, 2011). Please contact any of the following Cadwalader attorneys if you have any questions about this

SEC Release No. 34-64678 June 15, 2011 In the first of a series of actions relating to the forthcoming one year anniversary of the Dodd-Frank Act, the SEC provided guidance as to which requirements of Title VII of the Dodd-Frank Act will apply to security-based swap transactions on July 16. The guidance is intended to "make clear" that "substantially all" of Title VII's requirements will not go into effect on July 16. Further, the SEC took action to provide temporary relief to market participants from Section 29(b) of the Act, which generally voids contracts made in violation of the Exchange