Private Investment Funds

We build and maintain private investment fund structures that work—from first close through exits and everything in between. Our practice covers the full spectrum of private investment fund matters: fund formation, domicile and entity selection, GP economics, investor negotiations, secondary transactions, restructurings, and ongoing counsel to fund managers and sophisticated limited partners.

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Our Specialization

Fund Formation and Structuring

We structure private equity funds, hedge funds, and other private investment vehicles in Delaware and advise on fund structures involving the Cayman Islands, the BVI, and other offshore jurisdictions. Our work spans the entire formation process: vehicle and domicile selection, GP/LP and management company design, negotiation of economic terms, preparation of the full document suite, and coordination of multi-jurisdictional setups such as master-feeder arrangements and parallel fund vehicles.

GP Economics and Management Company Structuring

We design carried interest waterfalls, management fee structures, GP commitment mechanisms, and co-investment programs. For GPs with multiple principals, we allocate economics, decision-making authority, and portfolio responsibilities to reflect the team’s actual operating model.

Fund Restructurings and Secondary Transactions

We advise on structural transitions, including migrations from third-party platforms to standalone vehicles, GP-led secondaries, continuation funds, and LP portfolio sales. We also represent limited partners where fund governance breaks down, coordinating investor groups, preparing formal demands, and pursuing available remedies to protect our clients’ capital and rights.

Family Office and SPV Structuring

We structure and maintain family office platforms, including the formation of new SPVs for individual investments, periodic restructurings, and ongoing governance support. We ensure the overall architecture remains tax-efficient, operationally sound, and adaptable as the portfolio evolves.

Tokenized Fund Structures

We advise on fund vehicles that incorporate blockchain-based elements: tokenized membership interests, blockchain-based record-keeping, and fractionalized LP stakes. We address the securities law implications, design the token mechanics, and prepare the operating and investor documentation to ensure the structure operates within existing regulatory frameworks.

Crypto and Digital Asset Funds

We structure digital asset funds and obtain the required regulatory authorizations, including registration under the Cayman Islands Private Funds Act and licensing under the BVI Securities and Investment Business Act. Our work covers fund architecture, custody and prime brokerage arrangements, valuation and reporting policies, and the full investor document suite. We frequently advise multi-strategy trading teams transitioning from family office or proprietary trading setups into regulated fund structures.

How to Build a Hedge Fund

A comprehensive legal guide for emerging managers: the entities and their agreements, onshore and offshore structures, fund domiciles, the U.S. offering and adviser rules, key documents and deal terms, fund economics, and where the rules are heading.

Our Experience

Multi-Strategy Investment Fund with $90 Million in AUM

We structured a multi-strategy investment fund with approximately $90 million in assets under management. Our work included selecting the jurisdiction, designing the GP/LP architecture, negotiating fee and carry arrangements, and preparing the offering memorandum, limited partnership agreement, subscription documents, and side letters.

Family Office Legal Support

We structured a family office managing approximately $500 million in assets and continue to serve as counsel on an ongoing basis. Our work includes advising on restructurings, establishing new special purpose vehicles for individual investments, and ensuring that the evolving structure remains tax-efficient and operationally sound.

Tokenized Private Equity Fund (Series LLC)

We structured a private equity fund organized as a Series LLC with tokenized membership interests recorded on a permissioned blockchain. The structure enabled segregated liability across portfolio investments while allowing fractionalized, transferable interests. We addressed securities law requirements, designed the token mechanics, and prepared the operating agreement and investor documentation.

Crypto Fund with $107 Million in AUM

We restructured a family office operating dozens of trading teams into a regulated fund licensed in the BVI and the Cayman Islands. We designed the fund architecture, obtained licenses, and prepared the full suite of fund documentation.

Investor Protection Against an Unresponsive Fund Manager

We represented a group of investors in a dispute with a fund whose general partner ceased all communication, stopped providing financial reports, and refused to engage with limited partners. We coordinated the investor group, prepared formal demands, pursued available legal remedies, and sought to secure accountability and protect our clients’ capital.

Fund Migration from a Third-Party Platform to a Standalone Structure

We advised a fund sponsor on migrating from a third-party SPV platform to an independent standalone fund vehicle. Our work included designing the new corporate structure, preparing fund formation documents, transferring existing investor relationships and portfolio holdings, and ensuring operational continuity throughout the transition.

Master-Feeder Structures in the U.S. and the Cayman Islands

We designed and documented master-feeder fund structures involving U.S. and Cayman Islands vehicles to optimize tax treatment for both domestic and international investors. Our work included selecting the appropriate entity forms, preparing the fund documentation for each tier, and coordinating the subscription and allocation mechanics between the feeders and the master fund.