Welcome to Thompson Hine’s latest edition of our Private Fund Formation newsletter – The Investment Objective. As innovation and regulatory change continue to reshape the asset management industry, our goal is to provide practical insights that help clients stay informed and ahead of emerging developments.
Published quarterly, this newsletter will highlight key legal and industry trends affecting private fund sponsors, investment managers, and emerging platforms. Each edition offers timely regulatory updates, perspectives on market developments, and practical insights drawn from our work with clients.
We will also use this space to introduce members of our team, highlight client successes, and share perspectives from industry events and conversations with market participants. We look forward to staying connected and sharing perspectives that support the continued growth and success of our clients and the broader investment management community nationwide. Subscribe to future Private Fund Formation mailings.
FundONE: A Streamlined Path to Fund Formation for Emerging Venture Capital Managers
Launching a first-time venture capital fund is a milestone. For emerging managers, though, the legal complexity and unpredictable costs of fund formation can be daunting. Thompson Hine's FundONE Package tackles that challenge directly. It is a comprehensive, fixed-scope legal engagement that guides new fund sponsors from initial structuring through final closing.
What Is FundONE? FundONE is a turnkey legal services package designed specifically for emerging venture fund managers. Thompson Hine partner Lindsay Karas Stencel leads the package, supported by a dedicated venture fund formation team. Together they guide sponsors through each phase of the fund formation process, from organizational planning and marketing documents to drafting the partnership agreement, negotiating with investors and closing. The goal is to make the process "manageable, understandable and, most importantly, affordable."
Key Takeaway. For emerging managers and the counsel who advise them, FundONE offers a practical, cost-conscious entry point into fund formation. It puts a priority on transparency, flexibility, and a collaborative relationship between sponsor and outside counsel.
Team Member Feature: Zeynep Kart
Zeynep Kart is a managing associate in Thompson Hine's Corporate Transactions & Securities group. She has deep experience counseling clients on the formation and structuring of private investment funds, including private equity, venture capital, hedge, and real estate funds. She regularly advises fund sponsors on negotiating and drafting limited partnership agreements, subscription documents, side letters and related offering materials. She also guides clients through investor onboarding, fund governance and operational matters throughout a fund's lifecycle.
Beyond her private funds practice, Zeynep advises registered investment companies, mutual funds and other asset management industry participants on regulatory and compliance matters. This includes compliance with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Her work spans fund registration, regulatory reporting and readiness for SEC examinations. She also regularly writes on emerging SEC examination and enforcement trends affecting the investment management industry.
Zeynep will attend the ICI Law and Compliance Conference later this month, and we look forward to her connecting with peers and clients there.
The Sub-$250 Million First Fund: Anchor Economics, MFN Design, and the 2026 ILPA Cost Cap
Join us on Friday, November 20, at 2:30 p.m. ET for a live CLE program with Lindsay Karas Stencel. The program covers the two pressures shaping every first-time private equity fund under $250 million.
On the front end, an anchor investor committing 15–30% of the fund arrives with real leverage. That investor often asks for fee discounts, co-investment rights, carry splits, and management company equity. How those concessions are papered determines whether they stay contained or spread across the LP base through most-favored-nation elections. On the back end, ILPA’s May 2026 guidance caps organizational expenses at five basis points. That cap changes how emerging managers budget, engage counsel, draft the LPA, and disclose overages.
This program addresses both issues. On anchor economics, it covers:
- when to use a founders’ class in the LPA versus a confidential side letter
- how to structure MFN rights to avoid a cascade
- how to model the breakeven impact of a 25–50 bps anchor discount
- the preferential-treatment disclosures institutional LPs still expect after the SEC Private Fund Adviser Rules were vacated
On the cost cap, it covers:
- drafting the dual-cap provision and the 50/50 overage cost-sharing waterfall
- defining what falls inside and outside the cap, including side letter negotiation costs
- managing disclosure and SEC enforcement exposure when the cap is exceeded
Attendees will leave with a practical framework for structuring anchor terms that preserve GP economics into Fund II and for forming the fund within the new cost cap.
Who should attend: fund formation and private funds attorneys, in-house counsel at emerging managers, and investment management lawyers advising institutional LPs on first-time fund commitments. Click here to register.
Contact Elise Hoffer at Elise.Hoffer@ThompsonHine.com to register.
Daniel Filstrup to Present “Tokenization in Asset Management” at Ultimus Directors Forum
Thompson Hine is pleased to share that Daniel Filstrup, counsel in the firm’s Investment Management group, will speak at the Ultimus Fund Solutions 2026 Directors Forum, taking place Thursday, October 22, 2026, in New York.
From 11:00 to 11:30 a.m. ET, Daniel will present “Tokenization in Asset Management.” His session will examine how tokenization is shaping the future of investment products and what it means for fund boards.
The invitation-only forum brings fund directors and trustees together for a full day of programming on the trends, risks and regulatory changes shaping asset management. This year’s agenda features specialist-led sessions on:
- AI in fund operations and oversight
- private investments in ‘40 Act funds
- Rule 15c and other regulatory developments
- performance evaluation
- fund conversions and Section 351 transactions
- a legislative update from Washington
The agenda also includes peer roundtables for audit committee chairs and trustees.
As counsel, Daniel advises clients on private fund formation, regulatory compliance and related matters across the asset management industry. We look forward to Daniel sharing his insights with fund directors and trustees at this year’s forum.
The Treasury’s Long Arm: What SSBCI Participants Need to Know About Audit Exposure
By Lindsay Karas Stencel
The State Small Business Credit Initiative was built with a compliance regime that has serious teeth. Many programs are now more than halfway through their deployment period. The Treasury Department’s Office of the Inspector General is increasingly pursuing compliance violations, which highlights the need for participants to continue maintaining meticulous records and documentation. Continue reading.
Daniel Filstrup Attends UMB Client Conference
Daniel Filstrup also attended the UMB Client Conference, held September 16–18, 2026, at The Broadmoor in Colorado Springs, Colorado.
Billed as UMB’s premier asset management industry event, the biannual conference brought together clients and industry peers for a full slate of sessions covering trending topics across the asset management space. UMB Client Conferences typically feature:
- updates on the bank’s business performance and strategic initiatives
- insights into market trends and regulatory developments
- networking sessions with senior executives and client success teams
- opportunities for clients to connect with UMB’s leadership and service teams
About Thompson Hine’s Private Fund Formation Group
Thompson Hine’s Private Fund Formation group represents hundreds of fund sponsors and investors, including venture capital, private equity, mezzanine, hedge, real estate and corporate venture funds, as well as SBICs, strategic investors, public and private institutional investors and angel investors. The group also counsels emerging and life sciences companies on venture capital and private equity financings. It also advises established middle-market private companies on buyouts, recapitalizations and restructurings. Whether clients are launching a new fund, investing in an emerging company, or structuring capital for a mature business or representing investors, the team helps them pursue opportunities that strengthen both individual companies and the industries they serve.
Navigate the legal landscape of investment management regulation by subscribing to our Investment Management Regulatory Update blog here.