Bryan Cave’s Alternative Investments and Funds group represents alternative investment managers, investment vehicles such as hedge funds and private equity funds, and institutional investors on a wide variety of transactional and regulatory matters. We take a leadership role on legal issues impacting alternative investment managers and institutional investors – we serve as Chairs of the American Bar Association Institutional Investors Committee and the annual Practising Law Institute Institutional Investor Forum.

Investment Managers and Funds

We represent alternative investment managers servicing domestic and offshore hedge funds, fund of funds, private equity and real estate investment funds. Our transactional work includes, among other matters, domestic and offshore fund formation and tax structuring work, fund reorganizations, fund “seeding” investments and joint venture issues as well as regulatory matters including S.E.C. registration and audits, drafting and designing federally mandated compliance programs, advising on manager compensation issues, solicitation arrangements and marketing issues.

Representative Transactional Matters

Our recent transactional experience includes:

• Formation of four TALF-related investment funds established for U.S. and Asian investors including a hybrid private equity-hedge fund vehicle
• Formation of a new global fund-of-funds including domestic and offshore “feeder” funds
• Reorganization of a single share-class hedge fund to a multi-share investment vehicle designed for both U.S. and offshore investors
• Formation of a new U.S. long-short equity hedge fund
• Reorganization of an existing multi-strategy offshore “master-feeder” hedge fund
• Formation of a new financial service hedge fund
• Formation of a timberland private equity fund
• Formation of two distressed real estate investment funds
• Formation of a hedge fund “seeder” investment vehicle
• Establishment of several new investment managers including hedge fund, private equity and real estate managers

Representative Regulatory Matters

We represent investment managers on all regulatory matters including S.E.C. and state registration, assistance with S.E.C. inspections and audits, drafting and designing of federally mandated compliance programs, procedures and manuals, advising portfolio managers and investment teams on marketing issues and dispute resolution matters including litigation.

Our recent regulatory experience includes:

• S.E.C. and state registrations
• S.E.C. audit and on-site exam assistance
• Blue sky filings
• Regulatory advice on marketing to pension fund ERISA investors
• CFTC exemptions
• Analysis of state social policy issues
• Design of manager websites to comply with regulations
• Advice on communication with investors
• Assistance in training new Chief Compliance Officer
• Litigation and regulatory investigative support
• Drafting and design of customized written compliance policies and programs for registered managers including those in the following substantive areas:
  • Advertising and Marketing
  • Solicitation Arrangements
  • Private Placement of Securities
  • Account Documentation and Accuracy of Disclosure
  • Recordkeeping including Email Retention
  • Anti-Money Laundering Requirements
  • Safeguarding Client Assets
  • Code of Ethics and Insider Trading
  • Portfolio Management and Trading
  • Allocation Policies
  • Best Execution and Soft Dollars
  • Valuation
  • Proxy Voting
  • ERISA Compliance 
  • SEC Filings and Reporting Policy
  • Compliance Logs, Certificates, Checklists, Guidelines, other Management Monitoring and Employee Training Tools associated with Federally Mandated Compliance Requirements

Tax Product Structuring Work and Compensation Matters

A significant aspect of our Alternative Investments practice entails advising managers and their investment teams on product structuring work, compensation matters and domestic and offshore tax issues that impact a manager’s ability to maximize profit for its investors and itself. Our lawyers have the experience and in-depth knowledge of tax law that is required for this type of work.

Institutional Investors

We act as investment counsel to large institutional investors, working closely with chief investment officers, general counsels and their staffs on investment allocations across all asset classes. We review, structure and negotiate the terms of investment allocations including side letter agreements and “most favored nations” fee terms across all domestic and offshore investment vehicles such as limited partnerships, limited liability companies, separate accounts, tax-exempt corporate and partnership entities in offshore jurisdictions, institutional pooled mutual fund vehicles, special purpose vehicles and direct investments. Our recent work includes negotiating and structuring investments totaling over $4 billion on behalf of institutional investors across private equity funds, hedge funds, commodity funds, fund-of-funds, real estate funds, “long” equity, fixed income, cash and cash equivalent investments.

Representative clients include corporate pension plan investors, such as Emerson Electric, PricewaterhouseCoopers and Monsanto Company; public pension plan investors, such as Illinois State Board of Investment and Missouri County Employee’s Retirement Fund; endowments; and numerous single and multi-family offices.