The client was in the process of launching a non-traded BDC in the U.S. For context, the BDC (business development company) is a close-end fund registered with the SEC under the Investment Company Act of 1940, which will invest primarily in direct lending to small and medium-sized businesses in the U.S.
Most investors (including Perú) other than U.S. Persons will have access to the BDC through a Cayman Feeder (the «Cayman Feeder»). Since neither the BDC nor the Cayman Feeder would be registered locally in Peru, the client requested to analysed how these funds could be offered to clients in Peru. In addition, the client has requested us to also analysed if this fund could be offered to the public through a Peruvian regulated broker dealer. Specifically, we provided advice on the following items:
– The rules that should be follow in order to distribute BDC fund without triggering any licensing requirement and the particular considerations that should be follow.
– The specific marketing rules applicable to representatives of the client in case they participate in meeting together with the regulated broker dealer in order to present BDC fund to the broker dealer’s client. In this case, the client expressly requested to avoid any scenario in which it could be seen as the provider of the investment advice or to be in charge of the distribution of BDC fund here in Perú.
– The evaluation of the possibility to share the BDC fund materials to the end clients.
– If it were possible that the regulated broker dealer creates a local feeder through which its clients invest in Peru.
