Investment Funds

Global reach, middle market focus

As the investment community has matured into a global marketplace, the legal and technical complexities of forming investment funds throughout the world have proliferated due to increasingly sophisticated regulatory, securities and tax regimes internationally. As a result, the business of launching investment funds demands top-drawer, highly current global knowledge and prowess to assist: (i) sponsors at developing investment fund structures that are specifically tailored to their investment strategy, country of operations, and residence and special characteristics of their investors; and (ii) investors in connection with their investment activities in such investment funds, including negotiating with existing funds for the most tax and economically efficient terms at the time of their investment, and assisting them in connection with their financing needs, secondary market purchases and sales of interests in such investment vehicles.

Good lawyers keep up with the technical legal issues, of course, but it is in negotiating the market-facing realities that Duane Morris' funds formation lawyers add maximum value to sponsors of funds and their investors. Our experience spans a wide range of fund types including buyout, growth equity, debt, funds-of-funds, special situations, real estate, infrastructure, pension and other sectors, including mutual and hedge funds. Because our funds lawyers work across the entire eco-system of private equity and hedge fund constituents—from general partners and the management team to limited partner investors (including sovereign wealth funds and family offices), to lenders and consultants—we're uniquely positioned to provide support to clients from the inception of a concept through market analysis and strategy development; right through to the fund closing.

Our team can advise on optimal U.S. and cross-border fund structures, including tax advice focused on issues such as international investments, information exchange and management carried interests. We also have experience with worldwide regulatory regimes and securities laws and we maintain up-to-the-minute knowledge of market standard terms in fund documentation, including term sheets, offering memoranda, subscription agreements, partnership agreements and side letters. And, while Duane Morris lawyers have worked on structuring large global funds, it is often in working with middle and upper middle market private equity sponsors and hedge fund managers that our firm's contributions are most fully realized.

With fund formation resources across our global platform tightly integrated with our deal, tax, finance, regulatory, ERISA and sector-specialized lawyers, our general and limited partner clients in the formation cycle enjoy the advantage of broad perspective on emerging trends in structures, securities issues, jurisdictional disparities, side letter negotiation, and deep current insight on the relationship equilibrium between general and limited partners.

Given the range of clients with which we are involved, the firm's formation work routinely takes us into the core working processes of our funds clients. Our fund formation and private offering attorneys focus on helping our clients launch new funds and assist them in their capital-raising efforts. All of our new fund launches are driven by state-of-the-art legal and market developments in fund formation and disclosure. Whether you are a new manager launching your first fund or a seasoned manager introducing a new product, our team will provide you with advice regarding all aspects of your operations. We will coordinate the numerous service providers involved, advise you on current and impending market developments that could affect your fund, and counsel you on applicable laws, rules and regulations. We regularly organize investment funds, including private equity funds, hedge funds, funds-of-funds, real estate funds, debt funds, mezzanine funds, capital opportunities funds and hybrid vehicles. We also advise institutional investors concerning potential allocations to alternative investment vehicles and in connection with their engagement of investment advisers.

Since the work of our funds clients is not finished when the fund closes, neither is ours. We address the ongoing needs of our clients by providing the following services:

• Determining the proper structure for onshore and offshore funds
• Domicile selection
• Drafting comprehensive offering and organizational documents, including private placement memoranda, subscription documents and partnership agreements
• Acquisition and sales of minority and majority stakes in sponsor entities and purchase by secondary investors of portfolios of fund interests
• Advising on debt financing transactions to meet the fund’s financing needs at any stage of its life cycle and any level of the fund organizational structure
• Tax counseling
• Preparation of investment management agreements
• Negotiating prime brokerage, administration, custodian, and other third-party service provider agreements
• Seed and strategic investor transactions
• Fiduciary obligations and side letters
• Drafting compensation agreements
• Compliance rules and regulations of SEC, FINRA and other regulatory agencies
• Advice regarding blue-sky laws and other applicable state regulations
• Assisting institutional investors with due diligence

For More Information

For more information on Duane Morris' funds formation capability, please contact David Sussman or any of the practice members referenced in the Attorney Listing.

Welcome to our Investment Funds Education page. These materials have been prepared to introduce you to our breadth of global resources. Whether you are launching a U.S., U.K. or European fund, our materials provide education, support and guidance. The presentations are organized by general subject area and cover not only tax and legal issues, but also practical considerations.

Should you have any questions about the materials or a topic not covered here, please contact David A. Sussman.

Presentations Prepared by:

Upcoming topics will include:

• Offshore Funds
• Common Holding Company Regimes
• Regulatory Laws

Disclaimer: These materials are intended only to provide a brief summary of the specific issues, and should not be considered a substitute for the advice of counsel. In some instances, the principles in one presentation are further analyzed in other materials posted on this page. These materials are for general information only. None of them includes full legal analysis of the issues presented, and should not be construed or relied upon as legal advice or legal opinion on any specific facts or circumstances.

In addition, the information in these materials is current only as of the date of the presentation.

Further, the issues discussed in these materials are not intended to provide comprehensive coverage of all U.S. or U.K. income tax issues an investor may need to consider. For instance, if the Fund invests outside the U.S., certain U.S. tax regimes will apply that may be outside the scope of these materials.

You should always seek advice of counsel on US, UK, European or other tax issues. Please review this page now and periodically in the future for more detailed presentations on one or more of the topics discussed in these materials and others that are not considered herein.