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Investment Management

Private Funds

  • Overview

We have significant experience organizing and representing domestic and offshore hedge funds, private equity funds, venture capital funds, other private funds and fund sponsors.

Our services include:

Organization and Structure

  • Organization of entities, including preparation of organizational materials such as state filings, operating agreements and partnership agreements
  • Advice on avoiding investment company status under the Investment Company Act of 1940
  • Advice regarding qualification of investors and structuring issues regarding permitted investors
  • Negotiation and documentation of agreements with fund service providers, including investment advisers/fund sponsors, administrators and broker-dealers/finders
  • Advice on investment adviser exemptions, licensing and compliance issues for fund sponsors
  • Consultations and advice on product development and structure, including performance allocation and management fee structures
  • Tax planning and advice
  • Advice on securities law requirements relating to general advertising and solicitation
  • Advice regarding issues under the Commodity Exchange Act, including commodity pool operator and commodity trading advisor registration and exemptions
  • Review and negotiation of prime broker agreements

Offering Documentation

  • Preparation of private placement memorandums, subscription agreements, purchaser questionnaires and related documents
  • Preparation and filing of SEC Form D and state filings


  • Advice on general compliance and legal issues arising under state and federal securities laws
  • Preparation and review of compliance procedures


  • Private fund-to-registered fund conversions
  • Assistance with negotiation and closing of equity investments in, and mergers and sales of portfolio companies

Learn more about our transactional services.

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