As chair of the firm's retail alternative funds practice, Nicole Simon frequently counsels clients focused on making alternative asset classes and strategies available to a broader audience, including high-net-worth and retail investors.
Nicole's experience includes advising investment advisers, funds and boards of directors/trustees with regard to traditional and novel product offerings. She regularly advises on the practical and regulatory considerations central to the design, formation and ongoing operation of funds regulated under the Investment Company Act of 1940 (1940 Act), including interval funds, tender offer funds, business development companies (BDCs) and funds electing to be taxed as real estate investment trusts (REITs). With clients ranging in size and background, from private fund sponsors to first-time sponsors of 1940 Act funds to longstanding 1940 Act fund complexes, Nicole is well positioned to advise from a variety of vantage points.
Also leading the firm's derivatives and commodities practice, Nicole regularly assists registered and exempt commodity pool operators (CPOs) and commodity trading advisors (CTAs) in navigating multiple, and sometimes conflicting, regulatory regimes.
Featured Representative Matters
Advised on the conversion of the Bluerock Private Real Estate Fund (formerly, Bluerock Total Income+ Real Estate Fund) (Ticker: BPRE) from an interval fund to an exchange-listed closed-end fund. With $3.5 billion in net assets, BPRE is now the largest listed real estate fund in existence.
Advised the special committee of Portman Ridge Finance Corp., a publicly traded, externally managed closed-end investment company, in the company’s merger with Logan Ridge Finance Corp., a publicly traded business development company.
Advised target company special committee on a merger between two specialty finance and business development companies (BDCs) to become the second largest externally managed, publicly traded BDC by total assets.
Acting as fund and/or adviser counsel to a number of interval funds and closed-end tender offer funds pursuing alternative strategies, including investments in real estate and underlying private funds.
Advising on the structuring and launch of private funds pursuing a multi-asset alternatives strategy involving investments in collectibles, artwork, cryptocurrencies, non-fungible tokens (NFTs), late-stage venture capital, real estate and private credit.
Advising on the formation and launch of vehicles structured as REITs, including those registered or planning to register under the Investment Company Act of 1940 (1940 Act).
Providing advice with respect to the merger of six separate non-traded REITs into a single 1940 Act-registered REIT.
Acting as independent counsel to the independent directors of BDCs.
Advising on the launch and ongoing regulatory requirements for multiple registered funds investing in marketplace lending instruments.
Providing guidance on the design and implementation of policies and risk management programs designed to comply with Rule 18f-4 governing the use of derivatives by 1940 Act registered funds.
Obtaining, on behalf of clients, various forms of exemptive relief from the U.S. Securities and Exchange Commission (SEC), including multiple class relief for closed-end funds, co-investment relief and manager-of-managers orders.
Analyzing multiple global asset management businesses in the context of new and evolving CPO and CTA regulation, developing comprehensive compliance programs, advising on reporting obligations and guiding clients through routine exams by the National Futures Association.
Analyzing whether particular instruments are commodity interests under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission (CFTC).
Guiding multiple investment advisers through the process of initial CFTC registration as CPOs and/or CTAs.
Acting as counsel to a number of 3(c)(1) and 3(c)(7) funds pursuing a variety of strategies, including infrastructure and high-yield municipal debt.
Participating in the representation of an affiliate of a large multinational corporation in connection with a $25 million investment in a pooled investment vehicle, the sole asset of which was to be a credit-linked note.
Completed a two-month secondment to the in-house legal department of a global investment firm to assist the client in responding and adapting to expanding commodities regulation.
Memberships
Member, Women’s Investment Management Forum
Member, Women in Derivatives (WIND)
Member, Penn State Alumni Association, New York City Chapter
Recognitions
The Legal 500 US (Mutual/Registered/Exchange-Traded Funds) (2024)
Mutual Fund Industry Awards Rising Star, Fund Action and Fund Directions
Outstanding Early Career Alumni Award, Pennsylvania State University’s College of Liberal Arts, Department of Psychology (2023)
New York Super Lawyers, Rising Star (2020)
Young Lawyers on the Rise, Philadelphia Business Journal
Featured Speaking Engagements
Panelist, “What’s New with Retail Alternative Investments,” Investment Adviser Association
Panelist, “Regulatory Reform Panel,” Investment Company Institute 2025 Retail Alternatives and Closed-End Funds Conference
Panelist, “New SEC Co-Investment Relief Framework: Increased Flexibility for Business Development Companies and Closed-End Funds,” Strafford
Presenter, “Overview of Advisers and Funds,” Practising Law Institute
Presenter, “Fitting a Square in a Round Hole: Legal Impediments with Launching an Unlisted Fund and What the Future May Hold,” ICI Closed End Fund Conference
Presenter, “The Democratization of Alt Investments Through Interval Funds, Tender Offer Funds and Other Closed-End Funds,” Extraordinary Women on Boards
Moderator, “CFTC Derivatives Initiatives – Enhancements to Align with Best Practices and Market Resiliency,” FIA-SIFMA Asset Management Derivatives Forum
Panelist, “Ethics in Derivatives and Futures Law,” Derivatives and Futures Law Committee Winter Meeting
Presenter, “Crypto: New Frontiers and Unanswered Questions,” FIA Webinar
Panelist, “Board Perspectives: How Will Board Oversight Change Under the New Derivatives Rule?” Independent Directors Council’s Fund Directors Virtual Conference
Panelist, “The Closed-End Fund Road Trip: Navigating a Long and Winding Route,” Stradley Ronon Webcast
Panelist, “The SEC’s Fund Derivatives Rule: What’s in the Comments, and Is the Finish Line Approaching?" Stradley Ronon Webinar
Guest, Harvard Law School’s Practice Area Podcast Series
Presenter, “After the Election: What to Expect from the New Administration in the Securities Field,” Philadelphia Bar Association’s Securities Regulation Committee Meeting
