INTRODUCTION Contributed by: Sam Kay, Dechert LLP
About this guide To provide a framework for each jurisdiction- specific chapter, the guide focuses on two cat - egorisations of investment funds: “alternative investment funds” and “retail funds”. There will obviously be overlaps between these two cate - gories, and some strategies or structures will not be adequately catered for (an obvious example being listed funds aimed at institutional inves - tors). However, the suggested split is intended to be as follows. • Alternative investment funds cover the non-traditional private fund strategies such as private equity, venture capital, infrastruc - ture, alternative credit, hedge funds and real estate. • Retail funds cover the traditional mutual, authorised, regulated or registered funds that are commonly available to the public and, therefore, are not usually offered on a private placement basis. For this reason, retail funds have historically been more heavily regulated than other types of funds. This guide not only sets out the information needed, but also provides a network of lead - ing experts from law firms around the world who can be called upon to provide advice. The chap - ters in this guide have been written by some of the leading legal investment funds practitioners around the world: we thank each of them for contributing their invaluable and highly relevant industry comments.
requirements in jurisdictions where the fund or manager is doing business. Investor base Another key objective when structuring an investment fund is ensuring that the fund is suitable for its proposed investors, whether that will be institutional investors or retail investors, or a combination of both. The investment funds industry is a global market, so funds will often be marketed to investors in multiple jurisdictions. Therefore, a fund needs to be flexible enough to be adapted to different groups of investors; it needs to be capable of being marketed in differ - ent jurisdictions; and it needs to be sufficiently familiar to investors. The manager and sponsor will, therefore, need to consider and take advice on the securities and marketing laws and regula - tions in the fund's target jurisdictions. In many jurisdictions, the marketing or distribu - tion of an investment fund is restricted to cer - tain categories of investor – eg, “professional” or “sophisticated” investors (ie, not to the public at large). Funds that are targeted at retail inves - tors are, on the whole, subject to a higher level of regulatory scrutiny and operating restrictions. In recent years, lawmakers and regulators have continued to focus on investor protection whilst increasingly looking to ensure that the industry complies with wider ESG-related responsibili - ties, leading to many new (and often onerous) legal, tax and regulatory requirements. A further challenge is the need to navigate between the approaches taken in different regions or jurisdic - tions – eg, operating in line with EU ESG regula - tion – whilst also taking account of the differ - ing views and approaches to ESG in the United States.
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