The attorneys comprising our Investment Fund Group advise fund sponsors and managers in the formation and operation of funds that invest in real estate, debt, venture capital, private equity, commodity interests, alternatives such as artworks and other assets, as well as funds of funds. In addition to private funds, our Investment Fund Group attorneys have extensive experience assisting registered funds, BDCs, SBICs and REITs. We also regularly help fund managers navigate registration or exemptions from federal and state investment adviser, CPO and other regulatory regimes. Our full-service platform covers the complete spectrum of issues that involve fund sponsors, managers and investors, including:

Fund Formation: Representing investment funds and their managers on all aspects of fund formation, including:
  • Navigating Securities Act and Investment Company Act exemptions, choice of entity, capital structure and tax considerations, including structuring blocker, feeder and other AIVs and parallel entities to suit specific investor needs
  • Structuring management fee and carried interest arrangements, waterfall distribution and clawback provisions, and drafting and negotiating fund documentation, including side letters, and offering memoranda 
  • Counseling on the sales process, including the development of sales materials, negotiation of agency or underwriting agreements
We are also well-versed on the tax issues involved with complex fund structures, including UBTI, cross-border and FATCA compliance, and routinely counsel our clients in creating appropriate parallel and feeder structures, both domestic and offshore.

In particular, we routinely work on the following types of funds:
  • Real Estate Funds & REITs: Our cross-disciplinary team includes real estate lawyers, securities lawyers and tax advisers who focus on all aspects of real estate structuring and lending, such as joint ventures, partnerships, offering documentation, offering memoranda, mezzanine lending, preferred equity, TICs, real estate equity funds and REITs. 
  • Private Equity & Venture Capital: We actively advise funds on their investment activity in nearly all stages, spanning from seed and early stage through growth to buy-out and mezzanine funds. Our transactional experience covers nearly all forms of investment, including preparation and negotiation of terms sheets and letters of intent, definitive documentation and other related documentation. We also regularly advise such investors in forming and executing roll-up strategies and exit planning.
  • SBICs: Our SBIC Regulatory & Finance practice is dedicated to helping SBICs and potential SBICs navigate the full range of legal issues critical to their success. Our team informs our SBIC clients’ business decision-making process from the point of formation and licensing, to providing regulatory advice, and leading their financing, investment, and related transactions.
  • Registered Funds & BDCs: Members of our Investment Fund Group have counseled sponsors and advisers on the organization and operation of registered investment companies and BDCs, which perspective can benefit private fund sponsors by accounting for long-term growth and structuring funds to later transition to more widely-distributed investment vehicles.
Regulatory Compliance: We routinely advise fund managers on their regulatory compliance needs, both at the federal and state level. Our experience covers registration, exemption, examination and enforcement issues under the Investment Advisers Act, the Investment Company Act, AML, broker-dealer regulation and the CFTC. We also have substantial experience advising on ERISA fiduciary obligations respecting investments and other plan asset issues.

Limited Partner Representation: We represent large charitable organizations and endowments, family offices, other institutional investors and high-net worth individuals in their investments in a variety of fund types. We have extensive experience negotiating governing documents and side letters, and mitigating complex tax issues such as UBTI, ECI and other US and foreign tax issues.