Perkins Coie lawyers provide full-service counsel on the formation and launch of funds in the United States, Europe, and Asia. Our experience includes guidance on structuring and operating the following: 

• Funds of funds. 
• Funds-of-one. 
• Co-investment programs. 
• Master-feeder funds. 
• Special-purpose vehicles. 
• Separately managed accounts (SMAs). 

Our work with institutional investors is extensive. We serve as counsel to corporate and government pension plans, university and other endowments, and funds of funds, supporting their alternative investments in private equity, venture capital, hedge, and real estate funds.  

Investment Entity Formation, Structure, and Documentation 

We structure limited partnerships (LPs), limited liability companies (LLCs), and other entities for fund operations and management. We draft all related documentation, from term sheets and side letters to partnership, subscription, vendor, and custodian agreements. We also advise on regulatory compliance issues, including investment adviser registrations and exemptions. 

In addition, we prepare offering memos and documents and negotiate terms with investors, including anchor investors. 

Comprehensive Legal and Regulatory Guidance  

As we help clients address such legal and regulatory issues as tax, securities, investment adviser, and investment company concerns, we offer critical guidance in the following areas: 

• Structuring funds and parallel funds to address unique investor issues, such as tax exemptions, ERISA plans, foreign investors of all kinds, endowments, and other concerns. 
• Advising fund sponsors regarding compensation, equity, employment, and governance issues. 
• Structuring capital call lines of credit. 
• Coordinating local legal counsel for U.S. clients dealing in multiple foreign jurisdictions. 
• Advising non-U.S. clients on matters related to U.S. securities laws and other U.S. regulations and market practices. 

Perkins Coie lawyers regularly serve as investment counsel to institutional investors. We work closely with their chief information officers, general counsel, and respective staff on investment allocations across all asset classes in U.S. and non-U.S. vehicles, such as LPs, LLCs, SMAs, funds-of-one, co-investment structures, and special-purpose vehicles. 

We customize our services to fit the needs of our clients. This can range from in-depth review and negotiation of fund documents and extensive side letters to presenting critical “non-market” terms. Our services to institutional investors include the following: 

• Negotiating investment terms and structuring investments. 
• Advising on market terms and best practices in governance terms, investment terms, fees, carried interest allocations, clawbacks, co-investment rights, liquidity, confidentiality, transparency, and expense allocations with fund sponsors. 
• Analyzing and negotiating investment terms, such as governance, transparency, liquidity, and other preferred terms. 
• Reviewing, structuring, and negotiating terms of investment allocations. 
• Negotiating side letter agreements and most-favored-nation (MFN) fee terms. 
• Performing due diligence on investment terms. 
• Assessing deal terms and structuring considerations and tax implications. 
• Structuring investments in general partner and upper-tier entities. 
• Analyzing MFN election packages and making elections. 
• Completing subscription agreements. 

Our vertically integrated approach to private fund representation includes collaboration with lawyers in our Investment Management practice. 

We handle a wide range of issues arising under federal securities laws, such as regulatory compliance, fund formation and registration, risk management, fund mergers and acquisitions, and more. Our team’s prior experience working in the investment management industry and as U.S. Securities and Exchange Commission government regulators, as well as our frequent interaction with regulatory bodies, leads to practical, business-oriented legal solutions for clients.