Although sponsors are sitting on more dry powder than ever before, there is always an impetus to preserve as much liquidity as possible. An increasingly popular technique for raising capital to meet sponsors’ equity requirements for real estate investment funds and joint ventures (JVs) is to launch real estate PE GP funds. The structure provides greater returns and income possibilities for investors while reducing the size of a sponsor’s equity check, but it also threatens to incentivize risky conduct by sponsors and introduce registration issues. In light of their growth, Strafford CLE Webinars recently hosted a program on real estate PE GP funds that featured Willkie Farr attorneys Mark Proctor, Lauren Waxman and Stephanie Albano Colen. This first article in a two-part series examines the drivers of GP funds, ways the vehicles are structured to invest in JVs and certain registration risks under the Investment Advisers Act of 1940. The second article
will provide an overview of the fees and carried interest arrangements typical of GP funds, as well as certain notable fund governance terms. See our two-part series on launching a real estate fund: “Key Strategies, Structures and Terms
” (May 5, 2020); and “Important Tax, Regulatory and Securities Law Considerations
” (May 12, 2020).