Investment Fund

Merits & Tree has extensive experience in investment fund.  Catering to our clients’ commercial needs, Merits & Tree advises on the establishment of RMB denominated investment funds that are organized as unit trusts, corporations or partnerships, including, but not limited to, government guidance funds, listed company acquisition funds, public market focused private funds, private equity funds, etc. In addition, Merits & Tree is one of the few PRC law firms that advises on the establishment of offshore open-end or closed-end funds.  To date, Merits & Tree has advised its clients with respect to investment funds focusing on various industries, including entertainment, artificial intelligence, big data, digital currency, education, health care, retail, new energy, TMT and advanced manufacturing. With regard to RMB denominated funds, Merits & Tree is experienced in advising its clients on the QDLP and QFLP schemes, and has received positive feedback from world-renowned investment funds clients for the quality of its services. 

Scope of Services: 

● Fund formation

- Provide solutions for forming investment funds and management companies, including tax structures, distributions, etc.
- Draft principal documents, including limited partnership agreements
- Perform due diligence on fund managers that intend to register, and provide restructuring advice
- Draft risk management and internal control policies for fund managers
- Draft and/or revise the legal sections of private placement memorandums (PPMs)
- Issue legal opinions with respect to fund manager registrations
- Assist investment funds or its managers to complete record filings or registrations with the Asset Management Association of China (AMAC)

● Fund compliance

- Inspect and advise fund managers and investment funds that aim to have a robust and integrated compliance program, including periodical reports, investor qualification, fundraising, down-stream investments, risk management and conflicts of interest
- Represent fund managers with respect to investigations by CSRC or local securities regulatory bureaus, and provide compliance solutions

● Dispute resolution

- Represent clients with respect to private funds-related litigation and arbitration
- Assist clients to complete legal proceedings, including negotiation, arbitration and settlement

● Fund investment

- Provide general legal services to fund clients with respect to portfolio investments in various industries