Private Funds

At Smith Gambrell & Russell, we specialize in guiding clients through all stages and cycles related to private funds, from tax optimization of initial structure, fund investor marketing, fund formation and launch, and regulatory compliance to capital deployment, operations, and compliance, through to the end of the life of the fund, whether focused on domestic or international markets.

Our private funds practice encompasses a diverse range of fund types, including private equity funds, venture capital funds, real estate funds, aviation, rail, intermodal, and infrastructure funds, hedge funds, debt funds, fund of funds, rated feeder funds involving insurance company investors, Irish orphan trust funds that optimize Irish treaty benefits, and various other hybrid fund structures. Our team is particularly adept at advising fund sponsors, managers, and investors on a broad range of private fund formation, registration, operations, tax, and compliance issues. This includes expertise in navigating complex regulations under the Investment Company Act of 1940, Investment Advisers Act of 1940, and ERISA, as well as advising domestic and international funds and handling cross-border transactions.

Our approach is multi-disciplinary, addressing the business, tax, and investment goals of our clients to deliver comprehensive, tailored solutions. With our experience, we provide practical advice across each stage of the private fund lifecycle, ensuring that our clients are well-supported from inception through ongoing management, operations, and compliance.

Private Funds Services 

We provide comprehensive support in each aspect of private fund formation, operation, and compliance, including:

• Structuring funds to optimize tax treatment and investment objectives for domestic and international investors, including for investments that rely on the Irish tax treaty.
• Navigating regulatory requirements, including private placement exemptions, insurance company reserve requirements, and international law provisions.
• Preparing offering materials and investor communications.
• Negotiating with prospective investors and drafting side letters.
• Drafting and reviewing partnership, limited liability company, and other private fund organizational and operational documents.
• Structuring and negotiating management, servicing, and waterfall arrangements.
• Preparing and reviewing executive and compensation packages.
• Advising on fiduciary duties and conflicts of interest.
• Negotiating and documenting placement agent arrangements.
• Registering as a Registered Investment Advisor (e.g., Form ADV Parts I, IIA, and IIB).
• Assisting with compliance and reporting (e.g., Schedules 13D and 13G, Section 16, and Form 13F, and Form ADV Amendments).
• Implementing and documenting investment committee, compliance, insider trading, and ethics policies and procedures.
• Guiding investment funds and managers with portfolio investment transactions. 

Credit Facilities and Fund Finance for Private Funds

We advise fund sponsors and managers on the full range of financing solutions available to private investment funds across the fund lifecycle. Our experience includes structuring, negotiating, and documenting subscription (capital call) facilities, NAV-based facilities, hybrid facilities, GP/management lines, and other bespoke fund finance arrangements, working closely with lenders, placement agents, and fund administrators. We assist clients in navigating covenant packages, collateral structures, investor consent issues, and related disclosure considerations, with a focus on aligning financing terms with fund documentation and investment strategy.

Transfers of GP Interests and Fund Interests

We routinely advise sponsors, principals, and investors on transfers and restructurings of GP interests and limited partner interests, including internal reorganizations, succession planning transactions, regulatory-driven restructurings, and third‑party sales or admissions. Our work includes managing investor consent processes, negotiating transfer terms, addressing carried interest and economics, and advising on tax and regulatory implications under U.S. securities, investment adviser, and ERISA regimes.

GP‑Led Secondaries and Continuation Transactions

We counsel fund sponsors, secondary investors, and institutional participants in GP‑led secondary transactions, including single‑asset and multi‑asset continuation vehicles, tender offers, stapled transactions, and preferred equity solutions. Our team advises on transaction structuring, conflicts management, disclosure and fairness considerations, investor communications, and the coordination of tax, regulatory, and financing aspects of these complex transactions. We bring a practical understanding of evolving market standards and regulatory expectations to help clients execute efficient and well‑governed liquidity solutions.

End‑of‑Fund‑Life and Wind‑Down Transactions

We advise fund managers and investors on end‑of‑fund‑life matters, including term extensions, asset dispositions, liquidation and wind‑down planning, reserve and escrow arrangements, clawback and giveback analysis, and post‑liquidation risk management. Our representations also include advising on innovative solutions—such as GP‑led restructurings or insurance‑supported wind‑down strategies—to accelerate distributions while managing residual liabilities and regulatory risk. 

Select Representative Matters

• Represented a private equity real estate platform in the formation of a fund comprised of 7 contributed shopping centers throughout the U.S., together with entering into a $765 million financing facility.
• Represented a private equity real estate platform in formation of a private investment fund comprised of several entities, designated to invest in, acquire and manage a portfolio of real estate properties in greater New York Metro Area.
• Represented private equity real estate platform in formation of REIT and a $300 million real estate investment platform, which invests in residential rental properties across the United States, including multifamily and condominium properties, single family homes and mixed-use properties with a majority residential component, in each case which can be rented for income and ongoing compliance matters.
• Led formation and documentation of several $1 billion plus rated feeder funds and related investment vehicles involving insurance company investors.
• Acted as lead fund and deal counsel on various Irish orphan-trust structures with investments and commitments aggregating over several billions of dollars.
• Guided several managers through structuring and formation of various evergreen credit and leasing private funds.
• Represented a venture capital sponsor through the formation of multiple primary venture capital funds with approximately $180 million in capital commitments aimed at preferred equity investments in technology companies.
• Advised a private equity real estate platform on the launch of an income fund, an open-ended vehicle investing in a portfolio of real estate properties on long-term net leases.
• Acted on behalf of sponsors in the formation and launch of biotech-focused venture capital funds.
• Structured joint venture fund vehicles for an asset management firm investing in aircraft assets.
• Supported various clients in the formation of Real Estate Investment Trusts (REITs) and real estate funds.
• Acted as fund and deal counsel for a U.S. investment fund in structuring $600 million in rail assets and operations for its integrated heavy equipment leasing and servicing company operating in the U.S. and Ireland.
• Structured over $600 million in investments in commercial aircraft for a U.S. investment manager’s Ireland-based aviation leasing and servicing companies, including associated U.S. and Ireland operational restructuring to optimize tax treatment for investors.
• PE Funds
  • Represented Australian technology company CEO in company sale to PE Fund, and then participation in roll up of a portion of sale proceeds into PE vehicle, and then subsequent sales of interests to PE Fund.
  • Represented a Managing Director of a Private Equity Fund in connection with his subscription for General Partner Interests in the General Partner of his Private Equity Fund.
• Formed multiple investment vehicles for a “fundless” venture capital sponsor focused on technology start-ups.
• Facilitated the formation of an alternative investment venture capital fund and its management company.
• Advised aviation funds on acquisitions, dispositions, financing, and leasing of aircraft.
• Assisted funds involved in commercial real estate, timber resources, commercial aircraft, rail, and intermodal ownership and leasing.
• Structured fund vehicles for the acquisition and management of timber resources, including organization, private placements, and separately managed accounts.
• Led the formation of a private fund focused on start-up entities providing app-controlled laundry services in U.S. “big box” stores.
• Structured a sidecar investment for German investors in a Delaware fund investing in a German aerospace company.
• Assisted a portfolio company in establishing fund vehicles for its global water infrastructure business.
• Served as counsel for a U.S.-based investment management team structuring over $300 million in investor equity commitments and nearly $1 billion in asset acquisitions around the world, including registering and ensuring ongoing compliance for their management company as a Registered Investment Advisor.
• Structured a private equity fund’s large-scale investments in coal-fired power plants across multiple U.S. states, including financing to support the acquisitions.
• Assisted two U.S. Business Development Companies in structuring large investments for commercial aviation leasing portfolios in the U.S. and Ireland.
• Guided a Middle East-based investment manager and its affiliated funds through U.S. inbound investments into financing and leasing products.