Insights
Plain-spoken notes on fund structuring, terms and the market, written for managers and investors. For informational purposes only; not legal or tax advice.
The fraternal twins of fund structuring: how ECI and UBTI differ, why they drive blockers, feeders and parallel vehicles, and where the blocker has to sit.
SMAs · EM Fundraising Pro TipsSeparately managed accounts as a practical entry point for emerging managers to secure capital and build a track record without a commingled fund.
SPVs · EM Fundraising Pro TipsStructuring single-asset and deal-by-deal SPVs efficiently, with clarity on economics, tax and compliance.
Independent SponsorsHow sponsors can approach seed and anchor arrangements with clarity, efficiency and compliance in mind.
Independent Sponsors · TaxClosing fees are meaningful compensation for independent sponsors, but poor structuring can create avoidable tax and regulatory issues.
Open-end Funds · EM Fundraising Pro TipsKey takeaways on the SEC's Rule 506(c) no-action letter and updated Marketing Rule FAQs: what changed and what it means for GPs.
EM Fundraising Pro Tips · Independent SponsorsIndependent sponsor, managed account and search fund models as flexible ways to deploy capital without raising a blind pool.
Open-end Funds · MarketingWhat fund managers can and cannot do when generally soliciting under Rule 506(c) after the SEC's no-action relief.
Closed-end Funds · EM Fundraising Pro TipsThe nuances behind management fee structures: step-downs, write-off vs write-down formulations and transaction fee offsets.
Closing · EM Fundraising Pro TipsStrategies for closing a fund efficiently: tying deadlines to a live deal, realistic timelines and selective fee discounts.
EM Fundraising Pro TipsLicensing a track record from a former employer, and alternatives when licensing isn't possible.
EM Fundraising Pro TipsProtecting fees and carry, allocating expenses and using transaction fees to keep an emerging manager's platform funded.
EM Fundraising Pro TipsWhat GP commitment means, why it matters to LPs and how emerging managers can structure and fund it.
Regulatory · Advanced Fund TopicsHow a GP's waivable partnership duties and non-waivable Advisers Act duties interact when entering NAV loans.
Marketing · Advanced Fund TopicsWhat counts as hypothetical performance, the SEC Marketing Rule conditions and best practices for using it.
Investment Company Act · IntroductoryComparing the two common Investment Company Act exemptions and what each means for investor eligibility and scale.
Introductory TopicsFive economic considerations for PE fund investors: GP commitment, fees, expenses, fee leakage and carried interest.
Introductory TopicsHow private equity and hedge funds differ across assets, liquidity, compensation, governance and fundraising.
Advanced Fund TopicsWhat co-investments are and the key legal issues: pari passu terms, allocation, broken deal expenses and exits.
Introductory TopicsA step-by-step guide to winding up a Delaware limited partnership in compliance with DRULPA and fund documents.
Introductory TopicsA simplified checklist of the key steps in setting up a fund, from GP entity to service provider engagements.
Advanced Fund TopicsMinority investments in general partners: why investors want them, the mechanics and the key considerations.
Introductory Topics · MarketingKey considerations for marketing private funds in the U.S. under Regulation D and the rules on general solicitation.
Advanced Fund TopicsA cost-benefit comparison of Series LLCs and standalone LLCs for managing multiple assets or vehicles.
Advanced Fund TopicsThe risks NAV loans pose to limited partners: cross-collateralization, fees, crystallized carry and excused LPs.
Liquidity Solutions · Advanced Fund TopicsThe risks continuation funds pose to LPs, from conflicts and added fees to concentration and misaligned incentives.
Open-end Funds · LiquidityGates, side pockets, holdbacks, lock-ups, slow-pay procedures and suspensions, and the trade-offs of each.
General TopicsSeven trends for fund managers in 2025 and beyond, from continuation funds and AI to retail capital and consolidation.