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Registered Funds

We have a dynamic, deep and well-established Registered Funds Practice that encompasses all aspects of the retail investment management business. Our team specializes in helping alternative asset managers translate private markets investments into perpetual capital vehicles that are offered to retail investors. We also guide firms on M&A transactions in the asset management industry, including acquisitions, minority investments and joint ventures. Clients turn to Simpson Thacher when seeking to launch a retail-oriented business, develop novel offerings, complete innovative transactions and accomplish the unprecedented in the 1940 Act space and beyond.

“The [registered funds] team is extremely knowledgeable, pragmatic and technically sound. They hit the nail on the head.”
Chambers USA (quoting a client)

Retail Fund Formation

Our team advises sponsors seeking to offer retail investors access to alternative and traditional asset classes, including:

  • Private Credit
  • Private Equity
  • Funds of Private Funds (including Secondaries)
  • Traditional Fixed Income and Equities
  • Private Real Estate
  • Private Infrastructure
  • Liquid Alternatives

We counsel asset managers seeking to offer these asset classes to the general public or high net worth investors, such as qualified clients or accredited investors, through various fund structures, including:

  • Interval funds and tender offer closed-end funds registered under the 1940 Act
  • Private business development companies (BDCs) offered to accredited investors
  • Non-traded BDCs offered to the general public and subject to SEC and state securities regulation
  • Listed closed-end funds and BDCs
  • Non-traded real estate investment trusts (REITs), including traditional REITs and closed-end funds registered under the 1940 Act and taxed as REITs
  • Private REITs offered to accredited investors
  • Mutual funds and exchange-traded funds (ETFs)
  • Permanent capital vehicles holding controlled assets
  • Non-U.S. investment vehicles, including Luxembourg SICAVs and Cayman SPCs
“Excellent subject matter expertise, solid inside knowledge with SEC staff, and not afraid to make risk-based analyses.”
Chambers USA (quoting a client)

Retail Fund Transactions and Ongoing Operations

We provide ongoing advice to our retail fund clients on a myriad of matters, including fund transactions, M&A and cutting-edge regulatory issues such as:

  • Retail fund mergers and acquisitions, restructurings, consolidations and adoptions
  • IPOs, preferred/debt offerings and other capital markets transactions for closed-end funds and BDCs
  • Seeking exemptive relief from the SEC or no-action positions and interpretive guidance from its staff, including obtaining multiple novel exemptive orders in recent years
  • Co-investment regulatory and transactional matters involving retail funds and private funds
  • Independent counsel to boards of directors of retail funds
  • Closed-end funds and their boards of directors in proxy contests and standstill arrangements with activist investors
  • Structuring asset management joint ventures to manage retail funds
  • Representing underwriters of securities offerings by closed-end funds and BDCs
  • Compliance with the substantive provisions of the 1940 Act, such as those governing affiliated transactions, fund-of-fund arrangements, senior securities, use of derivatives, advisory and distribution contracts, intermediary payments and valuation, among others
  • Investment company status questions under the 1940 Act
  • Disclosure, compliance, governance, regulatory filings and related routine matters for regulated funds
  • CFTC regulatory matters for investment advisers to registered funds and BDCs
“The team is phenomenal [and] first class for their depth and knowledge on complicated matters.”
Chambers USA (quoting a client)

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