One practice across the life of a fund, from the structure a sponsor raises into, through the financing and governance it runs on, to the secondaries and disputes that arrive at the end of the cycle.
A corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
We draft a limited partnership agreement for the three readers who study it hardest: the anchor investor's counsel, the subscription lender and the SEC examiner. What a fund can raise, and how cleanly it unwinds, is settled in the LPA before the initial closing. The subscription facility is drafted alongside the LPA, because a line secured on undrawn commitments collides with any borrowing limit nobody cross-checked.
We act for sponsors and for the investors and lenders facing them. Each side-letter concession is tracked against every other investor's rights through first close, interim closes and equalization, so a fee break granted in March is not everyone's MFN election by June. The vehicle is usually a Delaware or Cayman limited partnership, with Luxembourg or Singapore for European or Asia-Pacific investors, and the offshore half is designed with the onshore half through locally admitted counsel, not reconciled afterward.
An exempt fund is still a regulated one; the exemption is where compliance begins, not where it ends. We have represented clients in matters before the SEC, the CFTC and the IRS, and in those matters we act for the manager.
Formation and launch counsel for private equity, venture, hedge, and real-estate sponsors. We handle vehicle selection, limited partnership agreements, offering documents, and the exemption analysis that lets the fund raise within the rules.
Enter the practice: Fund Formation (PE / VC / Hedge / Real Estate) →Master-feeder and parallel structures, blocker entities, and the onshore/offshore mix that fits the investor base and the strategy, for funds with taxable, tax-exempt, and non-U.S. investors.
Enter the practice: Master-Feeder & Parallel Structures →The governance a fund runs on, from advisory committees and conflicts and allocation policies to key-person and removal provisions, valuation oversight, and the reporting that keeps the manager defensible to its investors.
Speak to this team →Credit facilities for funds and their managers, including subscription (capital-call) lines secured against undrawn commitments and NAV facilities secured against the portfolio. We act for funds and for lenders on documentation and security.
Enter the practice: Fund Finance (NAV & Subscription Lines) →Adviser registration and exemption analysis, marketing and solicitation rules, compliance programs, and the ongoing obligations of managers whose activity is subject to SEC and CFTC requirements that continue to change.
Enter the practice: Investment-Management Regulatory →The economics of the deal, meaning management fees, carried interest, hurdles and waterfalls, GP commitment, and side-letter terms, drafted and negotiated for sponsors and investors with the tax and regulatory consequences built in.
Speak to this team →LP-led and GP-led secondary transactions, including continuation funds, fund restructurings, stapled deals, and portfolio transfers, structured and documented with the consent, conflicts, and valuation questions addressed up front.
Speak to this team →GP/LP disagreements, removal and key-person fights, valuation and fee disputes, and investor claims. We handle the contested side of fund life with the structure and the documents the fund was built on already in hand.
Speak to this team →The vehicle, the jurisdictions, and the tax architecture you choose at launch shape what the fund can raise and how it can be unwound. The first decision is rarely the small one, and it is hard to change once commitments are in.
Most private funds rely on exemptions from registration, but anti-fraud rules, suitability, marketing limits, and adviser obligations remain. The compliance program begins with the exemption analysis and runs for the life of the fund.
Taxable, tax-exempt, and non-U.S. investors carry different tax and regulatory needs. Master-feeder, parallel, and blocker structures exist to serve that mix, so the mix has to be known before the structure is fixed.
Subscription and NAV facilities sit on different collateral and carry different risks for funds and lenders. The credit terms and the LPA have to align, or a facility can collide with the fund's own constitutional limits.
Carry, fees, the hurdle, the waterfall, and key-person and removal rights are all negotiated terms. The LPA and side letters are where the deal is actually made and where disputes later begin.
From formation through finance, regulation, and disputes, the work spans onshore and offshore. When a matter reaches into tax, structured finance, or litigation, the bench is already in the room.
Before a fund launches, a facility closes, or a secondary signs, we run the structure and the documents through adversarial diligence. We read them the way an LP's counsel, a lender, and the regulator will, so nothing they find is a surprise to you. The work is partner-led from start to finish, and the partner answers the phone.
Fund work crosses borders by default. We structure across the jurisdictions sponsors use most and coordinate local counsel for registered offices, licensing, and the constitutional documents, so the onshore and offshore halves of a fund are designed together rather than bolted on.
Global reach →The sponsor-side view, taking in fund formation, securities and capital markets, and the governance that keeps a portfolio defensible for PE, venture, and family-office investors.
Private Capital →SPV and orphan structures, securitization, derivatives and ISDA, and the tax-efficient structuring that fund finance and portfolio vehicles depend on.
Structured Finance →Domestic and international tax, blocker and treaty structuring, and the carried-interest and entity questions that decide how much of a fund's economics survive contact with the code.
Tax →GP/LP disputes, valuation and fee fights, and the rest of the contested side of fund life, handled with the documents the fund was built on already in hand.
Litigation →The offshore home of much of the world's fund formation. Exempted vehicles, registered office, and local licensing are coordinated alongside the onshore structure.
Cayman Islands →Two of the jurisdictions sponsors raise through for European and Asia-Pacific investors, with vehicle selection and local coordination built into the structure from the outset.
Luxembourg →We form and counsel private equity, venture, hedge, and real-estate funds, along with the management entities that run them. The engagement follows the strategy, because a closed-end buyout fund, an open-ended hedge vehicle, and a real-estate fund each carry different governance, liquidity, and regulatory questions.
No. Most private funds rely on exemptions from registration, but anti-fraud rules, suitability, marketing limits, and investment-adviser obligations continue to apply. An exempt fund is still a regulated one, and the exemption analysis is the first piece of its compliance program.
A master-feeder structure routes taxable and tax-exempt or non-U.S. investors through separate feeder vehicles into a single master fund that trades. It can improve tax efficiency and operational simplicity, but the choice of vehicles and jurisdictions has to fit the investor base and the strategy from the outset.
Yes. We structure across the jurisdictions sponsors use most, including the Cayman Islands, Luxembourg, and Singapore, and we coordinate local counsel where a registered office or local licensing is required.
Fund finance covers the credit facilities a fund and its managers rely on. Subscription (capital-call) lines are secured against undrawn commitments, and NAV facilities are secured against the fund's portfolio. We act for both funds and lenders on documentation, security, and the regulatory questions that attach.
Carried interest, management fees, the hurdle and waterfall, key-person provisions, and removal rights are negotiated in the limited partnership agreement and side letters. We draft and negotiate these terms for sponsors and for investors, with the tax and regulatory consequences built into the draft.
Domicile, master-feeder versus parallel, and blocker architecture are settled against the actual investor list of ERISA money, non-US taxables, and sovereigns before a single document is drafted. The GP term sheet fixes the economics: management fee, carry, waterfall, and key-person terms.
LPA, PPM, and subscription documents are built as one consistent set while the adviser's posture is fixed: exempt reporting or registered, Form ADV, and marketing-rule compliance. The offering never outruns its regulatory footing.
Anchor investors arrive with side-letter asks for fee breaks, excuse rights, and MFN elections, and each concession is tracked against every other LP's rights through first close, interim closes, and equalization interest.
The subscription line converts fundraising momentum into deployment speed; thereafter the same partner handles capital calls, LPAC consents, amendments, successor-fund timing, and eventually NAV facilities, secondaries, or an orderly wind-down.
A fund is a twelve-year promise drafted in twelve weeks, and every word has to hold for the duration.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
Cayman is the dominant jurisdiction for offshore investment funds and cross-border SPVs, valued for tax neutrality and creditor-tested case law. Coordinated with locally admitted counsel.
Luxembourg is Europe’s principal cross-border fund domicile and a holding-company jurisdiction of choice inside the EU single market, prized for its stability. Coordinated with locally admitted counsel.
Singapore is a neutral Asian hub for fund management, family offices, and cross-border dispute resolution, known for its political stability. Coordinated with locally admitted counsel.
Jersey is a Crown Dependency and international finance center favored for private wealth, fund administration, and listed holding structures. Coordinated with locally admitted counsel.
The BVI is the world’s most widely used jurisdiction for incorporating holding and special-purpose vehicles, prized for speed and low cost. Coordinated with locally admitted counsel.
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.