Private Funds. A leading global private funds practice. Gus Black. David A. Vaughan. Key Contacts. Partner London

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1 Private Funds Key Contacts Gus Black Partner London David A. Vaughan Partner New York A leading global private funds practice Dechert advises private fund sponsors on all aspects of the fundraising lifecycle. Our lawyers have extensive experience of raising funds in all major fund domiciles and all private asset classes, including: Fund formation, including global advice on investor preferences, tax efficiency, regulatory compliance and market terms Managed accounts, co-investments and other investment programmes Secondaries, liquidity solutions and fund restructurings Global regulatory advice Tax efficient investment structuring Seeding/cornerstone arrangements and joint ventures Private fund manager M&A Carried interest, management equity arrangements and other incentive structuring Dechert is the only law firm whose private fund formation team spans the key funds jurisdictions of London, Dublin, Luxembourg, Frankfurt, Munich, Bonn, Paris, Dubai, Hong Kong and Singapore, as well as across the U.S. Our lawyers function as a single global group, collaborating across offices to advise clients on all legal, tax and regulatory aspects of a fundraise. Most senior members of our team have spent time in-house with private fund managers, bringing a deep understanding of the commercial environment in which private fundraising takes place. In addition, our presence on the ground in the key investor jurisdictions means we are ideally placed to advise on investor preferences and requirements. Dechert s fund formation clients benefit from our knowledge of the current state of fund terms, market trends and structural innovations. We are closely involved in the private funds industry in the jurisdictions in which we practice, working with trade bodies and other industry groups to defend regulatory challenges and shape the future of the industry.

2 To support our private funds clients, we have created World Compass an internet-based resource with global legal and regulatory marketing and compliance information together with our World Passport service, which offers AIF fund registration globally. A broad private funds practice Our clients range from first-time fund managers to many of the largest money managers in the world. We raise private funds across all major asset classes and strategies, including: Buyout Growth capital Secondaries and fund of funds Venture Mezzanine Distressed debt and credit opportunities Direct lending Trade finance Real estate Infrastructure Equities Commodities Currency and cryptocurrency Emerging markets Dechert advises private fund sponsors on all aspects of the fundraising lifecycle. Our lawyers have extensive experience of raising funds in all major fund domiciles and all private asset classes, including:fund formation, including global advice on investor preferences, tax efficiency, regulatory compliance and market termsmanaged accounts, co-investments and other investment programmessecondaries, liquidity solutions and fund restructuringsglobal regulatory advicetax efficient investment structuringseeding/cornerstone arrangements and joint venturesprivate fund manager M&ACarried interest, management equity arrangements and other incentive structuringdechert is the only law firm whose private fund formation team spans the key funds jurisdictions of London, Dublin, Luxembourg, Frankfurt, Munich, Bonn, Paris, Dubai, Hong Kong and Singapore, as well as EXPERIENCE Bregal Sagemount in the formation of Bregal Sagemount II, LP, which had its first and final close in February 2017 with total commitments of US$960 million, exceeding its initial US $800 million goal. It is the first fund from Bregal Investments to open to outside investors.columna Capital on the sale of a stake in Datamars to Caisse de dépôt et placement du Québec (CDPQ).

3 Columna Capital is entrepreneurial investment firm based in London and Lugano ( Switzerland) that focuses on sponsoring European small- to mid-market companies with growth potential. Datamars creates technology that helps to identify and track livestock, companion animals and textiles. AlbaCore Capital Limited on the launch of its new specialist European credit platform. AlbaCore is a recently formed European investment firm and solutions provider that focuses on private debt and opportunistic credit investments. A U.S.-based independent registered investment advisory and portfolio management firm in the formation of a new US$1 billion fund, which was marked by complicated seed negotiations and a unique investment focus. A global investment management firm which we are representing on three fronts: acting as lead fund formation and regulatory counsel to establish an international private debt fund valued at US$750 million, which is raising capital and investing worldwide; acting as fund counsel to a new global private equity fund valued at US$2 billion, which focuses on equity investments in alternative assets; and setting up an institutional unlisted business development company (BDC). A credit-focused investment company in its sponsorship of a US$2 billion direct lending fund, both levered and unlevered. A major insurer s registered investment advisor on its open-end U.S. syndicated bank loan fund, valued at US$500 million, for institutional investors in the U.S. and abroad. HEDGE FUNDS Dechert is recognized internationally as a leading adviser to the hedge fund industry. Many of the world s largest hedge fund and emerging fund managers turn to us for comprehensive, cross-border service. We advise many managers who wish to develop their strategies within more retail-based vehicles, including alternative mutual funds, exchange-traded funds and UCITS. Dechert also advises clients on the emerging trend of alternatives managers developing registered closed-end funds and open-end mutual funds and business development companies (BDCs). We keep pace with changes in the marketplace, such as hedge fund managers launching more private-equity-type structures and private equity managers exploring the more liquid hedge fund space. This has fueled growth in hybrid or crossover structures that share hedge and private equity type characteristics, such as a fixed term, commitment structures and in some cases the use of carry vehicles. We are well placed to provide support in this area, drawing on our depth in both the hedge fund and private equity spaces. Ranked as a leading firm for hedge funds Chambers Global (2017) Consistently ranked in tier 1 for Investment Funds: Hedge Funds Chambers UK (2017 )

4 Tier 1 for hedge funds in Asia-Pacific region Chambers Asia Pacific (2017) Leading European Practice London, Dublin, Luxembourg, Frankfurt and Paris Hedge Fund Journal Awards (2017) Ranked as a leading firm for hedge funds Chambers USA (2016) PRIVATE EQUITY AND VENTURE CAPITAL FUNDS Our global team of private equity fund formation lawyers advise clients at every phase of the investment lifecycle, working closely closely with the firm s corporate and securities, global finance, real estate and tax groups, to provide fund formation advice as part of a holistic offering. Our lawyers have represented institutional asset managers and investors, including private equity and credit and fund sponsors, in a wide variety of fund formation matters across the asset class, including buyout, mezzanine, distressed debt, high yield, credit opportunities and direct lending, as well as investment and leverage financing activities by those funds. We have helped private equity firms in registering with regulators in most leading jurisdictions, dealing with inspections and assisting with enforcement actions. We have advised on the disclosure and business practices of private equity firms in light of the various recent enforcement cases. We have also been advising private equity firms regarding the potential need for broker-dealer registration. Second place in Asia-Pacific PEI Awards (2016) Shortlisted for Law Firm of the Year, Europe PEI Awards (2016) Shortlisted for Law Firm of the Year, Americas PEI Awards (2016) Finalist PERE Global Awards in Asia-Pacific, which honor leading players in the private real estate market (2016) CREDIT / DEBT FUNDS Credit funds of all types are a very significant part of Dechert s practice, encompassing liquid credit, hybrid fund and less liquid private-equity-style credit strategies, including direct lending, mezzanine, distressed and credit opportunities funds. Virtually all of the mandates we work on have a cross-border element and we have established credit funds in most leading jurisdictions under a wide variety of regulatory regimes. We work closely with our finance colleagues in relation to the funds downstream investment structuring and financing facilities. We act in some capacity for over 25 of the PDI top 30, the world s top private debt fund managers.

5 Shortlisted for Law Firm of the Year, Europe Private Debt Investor Awards (2016) Named Law Firm of the Year, Americas Private Debt Investor Awards (2016) Best Law Firm Overall Alt Credit Intelligence European Services Awards and US Services Awards (2015/2016) Leading Law firm in private debt fund formation Preqin s Global Private Debt Report (2016) SECONDARIES Dechert lawyers advise clients on a range of transactions globally in the private equity secondaries space. Our firm s experience encompasses transfers of both single and multiple fund interests, transfers of portfolios of stakes in unlisted companies, stapled secondaries, management team/portfolio spin-outs, tail-end and "zombie" fund restructurings, as well as strategic reorganizations of management companies and regulated financial groups. We also advise on the establishment of secondaries funds. In many transactions, we have been required to document a variety of financing techniques aimed at optimizing buyers and sellers returns, including price deferrals, earn outs, and the use of leverage, including vendor financing. Beyond handling "clean" sales, we are also able to use derivatives and securitizations to implement transactions. Placed second in Asia-Pacific for Law Firm of the Year in Asia-Pacific (Secondaries) PEI Awards (2016) LIMITED PARTNERS AND INSTITUTIONAL INVESTORS Our lawyers have established a variety of structures to pool the assets of sovereign wealth funds, public pension plans and other institutional investors from around the world. We regularly counsel investors in relation to their investments in a broad variety of funds. We also serve as counsel to several major college endowments, foundations, sovereigns, insurance companies, fund of funds and family offices with respect to their alternatives program. TAX

6 Dechert lawyers extensive counseling capabilities with respect to the complex tax and employee benefits issues confronted by investment managers in all aspects of their fund structuring and transactional operations. Related Professionals KAREN L. ANDERBERG Partner London T MARGARET A. BANCROFT Partner Boston T Retired Partner New York T ABIGAIL BELL CLAIRE BENTLEY Partner London T Associate Singapore T Related Practice Areas Leveraged Finance Private Equity Associate Frankfurt T ADRIENNE M. BAKER View All Related Professionals Financial Services Tax OFELIIA ASSA

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