The decision to form a fund is straightforward. The execution rarely is.
Fund sponsors and managers face a set of interlocking decisions — legal structure, regulatory posture, tax efficiency, investor terms, and operational architecture — that must be resolved before the first capital commitment arrives. When the investor base crosses borders, those decisions multiply. What works for a US institutional investor may be structurally incompatible with the needs of a non-US family office. What is tax-efficient for a domestic investor may create withholding exposure for a foreign one.
We advise fund sponsors and managers at the intersection of these competing demands. We have particular depth in fund structures designed for or backed by non-US wealthy families and family offices — clients whose capital is sophisticated, whose tax situations are complex, and whose advisors expect counsel that understands both the US fund world and the international context their clients operate in.
What We Do
We represent fund sponsors and managers across the full lifecycle of a fund — from initial concept and structure through formation, capitalization, investment activity, and wind-down.
Fund Structure and Design Every fund begins with a structural question: what vehicle, in what jurisdiction, owned by whom, for what investor profile? We help sponsors work through those questions with a clear eye on the tax, regulatory, and investor relations consequences of each choice. Domestic limited partnerships and LLCs. Offshore vehicles in the Cayman Islands, British Virgin Islands, and other jurisdictions. Parallel fund structures that accommodate both US and non-US investors efficiently. Master-feeder arrangements. Side-by-side vehicles. We design the structure to fit the investor base, the investment strategy, and the sponsor's operational reality — not the other way around.
Domestic and Foreign Fund Complexes We organize both domestic and foreign fund complexes, including the coordination of multiple vehicles serving different investor constituencies within a single investment program. For sponsors with a primarily non-US investor base, we structure the offshore components of the fund complex with attention to US tax considerations — FATCA, FIRPTA, ECI, withholding tax — that affect both the fund's investment activity and the distributions its investors receive.
Non-US Investor Considerations Our practice has particular depth in the needs of non-US wealthy families and family offices investing into US-managed fund structures. These investors bring specific requirements: structures that minimize US estate tax exposure, vehicles that address PFIC and CFC concerns for investors in certain jurisdictions, documentation that satisfies FATCA and local regulatory requirements, and terms that reflect the governance expectations of sophisticated family principals. We understand these requirements and build fund structures that address them without compromising the sponsor's ability to manage the fund efficiently.
Fund Documents We draft and negotiate the full suite of fund formation documents — limited partnership agreements, operating agreements, subscription documents, side letters, investment management agreements, and advisory agreements. Our documentation reflects current market terms while protecting the sponsor's interests on the issues that matter most: carried interest, clawback, key man provisions, removal rights, and the allocation of fees and expenses.
Regulatory Considerations We advise sponsors on their regulatory obligations in connection with fund formation and operation, including investment adviser registration and exemptions under the Investment Advisers Act, exempt offering structures under Regulation D and Regulation S, and CFTC considerations for funds with commodity exposure. For sponsors operating across borders, we coordinate with local counsel on applicable regulatory requirements in the jurisdictions where the fund or its investors are located.
Investment Acquisition and Disposition We represent funds in the acquisition and disposition of their investments — structuring transactions to optimize tax outcomes for the fund and its investors, conducting legal due diligence, negotiating purchase and sale documentation, and managing the cross-border dimensions of transactions involving non-US targets or non-US selling entities. The FIRPTA implications of US real property interests, the treatment of gains in fund-level structures, and the allocation of tax items among investors with different profiles are areas where we add consistent value.
Fund Wind-Down and Restructuring We assist sponsors in the wind-down and restructuring of fund vehicles at the end of their life — including the liquidation of investment entities, the distribution of assets to investors, and the resolution of any remaining liabilities or obligations. For cross-border structures, the sequencing and tax treatment of wind-down steps requires careful coordination across jurisdictions.
Our Perspective on Non-US Family Capital
A meaningful share of the capital flowing into US-managed private funds comes from non-US wealthy families. These investors are often sophisticated and experienced, but their advisors — family office managers, private bankers, and international tax counsel — have specific requirements that not every fund sponsor is prepared to accommodate.
We have spent years working at this intersection. We understand what non-US family investors need from a fund structure, what their advisors will scrutinize in the fund documents, and how to build vehicles that serve both the sponsor's interests and the investor's requirements without unnecessary friction. Sponsors who work with us benefit from that fluency — in their fundraising conversations and in the quality of their fund documents.
Representative Matters
Our fund formation experience includes:
Formation of domestic limited partnerships and offshore fund complexes for US-based sponsors with non-US investor bases
Structuring of parallel fund vehicles accommodating both US taxable and non-US investors in a single investment program
Drafting and negotiation of limited partnership agreements, subscription documents, and investor side letters for private equity and real estate funds
Regulatory analysis and exemption structuring for emerging fund managers
Acquisition and disposition of fund investments involving US and non-US targets, including FIRPTA analysis and cross-border tax structuring
Restructuring and wind-down of offshore fund vehicles and subsidiary chains following investment exits
Advising non-US family offices on the US tax implications of participation in US-managed fund structures