Our comprehensive fund formation legal services span the entire life cycle of private equity funds and real estate funds, from organizing a private equity fund / real estate fund to deploying investor capital to winding-down the investment vehicle. Whereas traditional alternative investment funds are typically structured as open-end vehicles with no defined term (i.e. “evergreen”), private equity funds and real estate funds are typically structured as “closed-end” vehicles with a fixed term. Our closed-end fund legal services include:
- Advising managers regarding overall fund structure, including carried interest payouts, valuation mechanisms, hurdle rates / preferred returns, investors distributions, appropriate risk disclosures, etc.
- Preparing term sheets and customized fund offering documents for private equity funds / real estate funds, including a private placement memorandum, a limited partnership agreement / operating agreement and subscription documents for individual and institutional investors
- Structuring the management company that will serve as the fund manager and drafting the company’s operating agreement
- Helping the manager navigate its initial compliance obligations, including registering the manager as an investment adviser / exempt reporting adviser at the federal and state levels
- Preparing required regulatory filings on behalf of the manager and the fund, including entity formation documents, SEC Form D filings and state “blue sky” notices
- Assisting with selecting and negotiating agreements with other fund service providers, including third-party administrators, auditors, brokers and custodians
- Drafting investor side letter agreements, seed capital arrangements and other investor negotiations
- Advising managers regarding the use of broker-dealers and finders in connection with capital raising and negotiating third-party marketing agreements
- Handling ongoing compliance and regulatory matters, including preparing and filing Form D annual amendments, “blue sky” renewal filings, and Form ADV annual updating amendments, as well as reviewing and updating the fund’s offering documents to address recent changes to rules and regulations at the federal and state levels
If you have any questions regarding our fund formation services or would like to schedule a free consultation, please do not hesitate to contact us.