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Overview

Hirschler has a long history of advising institutional investors and assisting them with engaging investment managers in public and private structures.  Our clients include state and local government plans, colleges and universities, foundations, family offices, OCIOs and funds of funds, international developmental finance institutions, and U.S. and European multilateral development banks, with assets under management ranging up to $100 billion.

The IM Team regularly provides counsel on a wide variety of legal matters:

  • Reviewing and negotiating the terms of alternative investments using U.S. or offshore structures, including side letters and co-investments.
  • Assisting with the review and negotiation of investment management agreements with U.S. domestic and international investment advisers managing separately managed accounts (SMAs) or so-called “funds of one.”
  • Secondary purchases and sales of an individual alternative investment or an alternative investment portfolio.
  • Advising boards and senior management on applicable federal and state securities laws and regulations and the development of internal compliance and trading programs.
  • Reviewing, negotiating and drafting custody agreements, prime brokerage contracts, futures account agreements and outsourced administration agreements, hedging and portfolio management agreements, including International Swaps and Derivatives Association (ISDA) master agreements and schedules.
  • Reviewing, drafting and negotiating joint venture agreements, loan agreements and other legal documentation for direct investments in real assets.
  • Negotiating and drafting custom platform agreements for evergreen investment programs, also known as master custody accounts.

Routinely, our attorneys also provide legal counsel with respect to applicable federal and state tax laws, special rights and limitations applicable to institutional investors (e.g., sovereign immunity, indemnification, conflicts of interest, ESG investment targets and restrictions), fiduciary duties, and compliance policies and procedures.  Our work on both the buy- and sell-side of the investment industry, combined with the volume of our engagements, provides our attorneys with a comprehensive view of market terms and allows us to track any changes in such terms year over year. 

We have represented both buyers and sellers in secondary transactions involving buyout, venture, emerging market and hedge funds, including the transfer individual private fund interests and investment portfolios valued in the hundreds of millions.  We are also frequently asked to negotiate the terms of an election to remain in or exit from a private investment fund where the offer to liquidate the equity position is part of a GP-led restructuring.

Hirschler is proud to work with our institutional investors and support their educational, employee-benefit and non-profit goals as trusted advisors on investment-related matters, and we strive to become an extension of the internal legal and investment teams. 

Experience

Experience

  • Represented a major endowment and a fund of funds in a synthetic loan facility in excess of $100 million from a European private equity secondary sponsor, collateralized by existing private equity limited partnership interests contributed by the investors.  The transaction allowed the investors to draw capital for new portfolio investments while retaining partial upside in the collateralized assets.
  • Assisted a charitable investment adviser formed to manage the supporting assets of a large public university and hospital from launch through to the present.  This representation has included tax-exempt qualification, formation of liquid and illiquid strategy investment pools to deploy over $1 billion in investment assets, negotiation of custody, swap and fund administration agreements with banks and advice on compliance with state use of public funds laws. 
  • Representing several of the largest U.S. state employee retirement plans in the U.S. on an ongoing basis This work involves negotiating and advising on the legal terms of billions of investments made annually by these three systems across all asset classes.
  • Represented an institutional investor in establishing separate account relationships with three global banks to implement a dynamic portfolio asset allocation strategy for the accounts. The relationship involved the banks sharing portfolio trading strategies with the investor to assist the investor’s personnel better understand how dynamic allocation strategies could be optimally used to enhance the investor’s overall risk-adjusted returns.  
  • Assisted an institutional manager in establishing marketable and illiquid strategy fund of funds. The funds allowed investors to invest in different strategies via separate limited partnership series.

Perspectives

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