What we do:

Start-ups, emerging & established asset managers

Securities law, corporate, SEC regulatory & fund manager business operations matters - private and public fund manager expertise

Corporate, securities and business matter law firm

Focus across: venture capital firms, hedge funds, private equity firms, business matters. Attorneys with three decades of deep in-house and public sector experience sets us apart

Our edge

“advantage of extensive public sector & in-house partner level legal and business matter know-how working with the spectrum of trading…

Separate from the pack

“Start-up funds to well established asset managers, we have the experience and know how to increase the likely-hood of success”

Strategic

“No matter client scope of need, partner level business attorneys to make change happen from inception throughout business organization growth”

About us

Boutique securities and corporate business matter law firm with a focus across: venture capital, private equity and hedge fund organizations from inception (fund formation) start-up through all phases of legal and business growth. Attorneys with three decades of extensive in-house and public sector corporate, securities law and business experience sets us apart. Our expertise spans across: start-up funds, emerging to well established asset managers.

Pragmatic and viable corporate, securities law, business and operations expertise as both private to IPO corporate-securities attorneys at cutting edge New York City law firms and as business attorneys holding former titles across general counsel, chief operation and chief regulatory officers to global alternative asset management firms. We collaborate with portfolio managers, CIOs, fund manager executives, consultancy firms, partner law firms and the spectrum of asset manager and trading organizations.

Deep and broad expertise that spans the spectrum of investment vehicle formation and private fund securities offerings (onshore-offshore), sub-advisers, manager of managers, managed accounts, hedge funds, private equity funds, venture capital offering structures, segregated series structures, ICAVs, UCITS, fund of funds, master-feeders, mini-masters, parallel, stand-alone, hybrid hedge/equity funds domiciled within and outside the United States, to name a few.

We work with offering strategies such as: closed end funds, reinsurance, catastrophic bonds, insurance linked securities, long-short equities, managed futures, fixed income, loan origination, real estate, swaps, bonds, index funds, macro, emerging managers, event drive, debentures, SAFEs, convertible arbitrage, to name a few.

Investment and commodity adviser expertise (exempt or SEC registered) , pooled fund formation, front, middle and back office operations, advisory firm build-out and growth, partner transactional matters, regulatory, operational and trading infrastructure, counter-party set up, trade risk management, benchmark to best practices regulatory and compliance framework.

Investor or fund due diligence, asset raising, marketing documentation, firm wide risk gap analysis for investor readiness to increase the likely-hood of marketing success with high net worth investors, family offices and institutional investors.

Bespoke & viable solutions to problems
Scalable, pragmatic & strategic
Partner level attorney support no matter the scope
Knowledge, experience & relationships to facilitate asset growth

Video of Private Fund Formation Structure Examples

Scope of bespoke expertise

We offer alternative options to launch viable pooled investment vehicles

Relying on our years of expertise and experience, we have executed a number of onshore and offshore private fund vehicles…

Private Fund and Firm formation

“fund and firm formation solutions across a firm’s life cycle”

Fund manager compliance, regulations or operations

“viable front to back office exempt to SEC regulatory, compliance-operations framework & support”

Private manager business attorneys

“deep (in house & public sector experienced) fund manager attorneys sets us apart”

Investor solicitation support

“spectrum of fund strategies, investors, offering structures and fund managers”

Private manager risk management

“investor, regulatory or risk management ready, firm wide to targeted gap analysis or solutions to problems”

Fund manager business matter, partner transaction & governance

“in-house-public sector trading, corporate and SEC experienced attorneys sets us apart”

Fund manager GC, CCO or COO fractional support

“C-suite executive level experienced in-house attorneys at global fund manager organizations”

Faqs

Raising assets US or offshore?

We work with jurisdictions across U.S., Delaware, BVI, Bermuda, Cayman Islands, Ireland to name a few dependent on variables such as target investors, jurisdiction, tax matters, marketing strategy, assets under management, infrastructure, etc.
Exemptions for investment or commodity trading adviser registration?

Fact sensitive depending on the structure set-up, strategy, amount of assets under management, domicile, to name a few. Expertise, know-how and experience to execute state or federal adviser registration or firm build out as needed means efficiency and lower fixed costs to offset cash burn.
How to offer multiple strategies and asset classes under one offering structure?

Delaware, and a limited number of others states as well as certain offshore jurisdictions offer a structure called a segregated portfolio company or independent collective investment vehicle to facilitate multiple strategies under one umbrella structure with legal segregation of assets (ringfenced) to avoid cross-collateral exposure and offer multiple strategies or SMAs under one umbrella structure. Strategies such as equity funds with special buckets of properties or manager of manager strategies for example.
Typical stand alone US private fund offering?

A conventional offering consist of (i) a bespoke offering memorandum describing teams, people, strategy, asset class, liquidity, etc., (ii) a governing document detailing, among other things, valuation, liquidity, fees, alignment of interests, (iii) a subscription agreement tailored to the material terms to evidence ownership interests; (iv) governing documents across investment adviser, partners, pooled investment vehicle, to name a few.
How to offset the cost of an typical offering structure prior to raising outside assets?

A pre-solicitation offering structure (Incubator Fund) may be created to test a trading strategy and build a track record using "proprietary" assets before offering the pooled investment vehicle to outside investors typically called an incubator fund.
Considerations after raise assets?

Investor seek safety of assets. To maintain and raise additional assets its important to reflect skin i the game by projecting a risk managed firm. Risk management means better managed returns.
How to separate from the fund manager pack?

A gap analysis can be specific to an area of stress or a firm wide diagnostic review across the enterprise. Tailored recommendations, close gaps and final report used as a marketing tool to project safety of assets and a better risk managed firm.
Help with strategic fund marketing support?

We have relationships with third-parties that seek to raise assets for private fund managers across broker-dealers, placement agents and investors. Depending on strategy, track record and pedigree, we seek to place a client in the best position to succeed.
Marketing considerations to attract high net worth, family offices or institutional investors?

The opportunity at an initial meeting with a potential sophisticated investor to place yourself in the best position to succeed. Depending on strategy, return profile of risk adjusted returns, market demand, firm framework in place (skin in the game) viable operations, assets under management, among other things,, determines the target market investor across high-net worth, family offices and/or institutional investors.
How to grow a scalable and viable investment advisory organization?

Our knowledge, experience and relationships increases the likely-hood of success and long-term viability by avoiding the pit falls that can lead to cash burn, regulatory or reputational risk.

Schedule an informational call with an attorney

Select client examples

We launch the spectrum of offshore offering structures to our clients attracting both US and offshore investors streamlining the process across the spectrum of strategies and offering structures on a viable basis applying our years or experience, expertise and offshore relationships.

Offshore Offering Structures

We form the spectrum of exempt reporting, SEC and state registered investment advisers on federal and state level across investment and commodity trading advisers driven by each client's facts and circumstances. Alternative options and offering structure drive the analysis across SEC, state, exemptions, etc. and regulatory build out. We support clients across compliance, operations, regulatory and risk management regulatory build-out framework.

SEC, NFA, State Adviser Registration

For pioneer portfolio manager launching to support master - feeder structure, a stand alone fund driven by tax and risk management issues, a key consideration when launching a new strategy. This strategy will invest in mutual funds with a focus on equities under a successful quantitative strategy.

US Parallel Fund

Pioneer portfolio manager, of such firms as BNP Paribas, AQR and Magnetar Capital. Executed fund formation, corporate governance, asset raising, marketing and private fund advisor build-out and on-going support leading to the growth of its successful U.S. strategy specializing in closed end trading funds across teams and people managing assets across high net worth, family offices and institutional investors.

Closed End Trading LLC

Formerly one of the largest traders of a convertible arbitrage strategy. Enterprise level diagnostic review, gap analysis, recommendation report in connection with a number of U.S. and offshore funds, equity funds, registered investment advisers, operations and compliance framework across its enterprise. Objective to increase efficiencies, create robust best practices infrastructure and materially reduce risk, legacy costs to attract and win new institutional assets. Also, engaged across new fund offerings (onshore-offshore), marketing, operations, fractional General Counsel and COO support to execute goal.

Argent Financial Group, Greenwich CT

Co-founded catastrophic bond and reinsurance onshore and offshore master-feeder and advisory firm organization to facilitate catastrophic bond and reinsurance strategy. Collaborated with re-insurance portfolio manager and well known reinsurance firm and strategic seed investor to facilitate pragmatic growth and help win institutional assets from leading Qualified Institutional Buyers with $100 million or more of net worth.

Anchor Risk Advisors LLC

Engaged by well known New York City aw firm to collaborate and provide private fund expertise to a Swedish based private fund manager in connection with U.S. sub-advisory relationship to manage a reinsurance strategy for a large US alternative asset manager represented by global private fund manager law firm.

Ress Capital

For a global asset management managing the largest fixed income strategies in Asia, our Managing Partner executed the strategy and spectrum of offshore structures, teams and people to provide both strategic and execution support to client's CEO and CIO across a global best practices infrastructure of fund formation, compliance framework, operational risk management, legal and marketing framework managing relevant teams and people for a global fund of funds platform managed by several SEC investment and commodity advisers managing AUM in excess of 10 billion. Our Managing Partner worked closely as a trusted adviser to the CEO across marketing and business strategy and the coordinated execution of numerous private funds and managed accounts for a global fund of funds business.

Nikko Asset Management, New York Subsidiary

Launched an offshore start-up master-feeder structure into existing US stand-alone fund to accommodate institutional investor’s substantial investment. BVI tax blocker entity and availability for investment within a four-week time frame. Although this type of offering structure may typically takes 6-8 weeks, as a highly experienced and nimble law firm we satisfied client need to make it happen for investor assets. in a viable and practical manner working with our established offshore law firm and counter-parties.

RMCEF LTD

Engaged by global firm AON COO Chicago subsidiary to perform diagnostic review and analysis review across execution and support of $250 Ml AUM launch of an offshore private equity fund of funds structure.

Aon Consulting

For US commercial real estate fund, executed multi-layered offshore and onshore master feeder structure and reorganized existing investment manager organization from segregated series platform to its own master-feeder structure. Prepared robust offering memoranda and structure for client organization to mitigate cost and facilitate independent offerings to its US and offshore investors.

US & Offshore Commercial Loan Origination Real Estate Offerings

For global Bank of Ireland ICAV structure, quarterbacked the execution of cornerstone strategy for offshore manager of managers structure across fund formation, collaborating with outside counsel, organizational and regulatory framework, sub-advisory relationship, fund manager due diligence, onboarding and operations for spectrum of US and offshore manager strategies to facilitate strategic investor, Guggenheim Asset Management.

Guggenheim Asset Management

For US hedge/private equity hybrid manager reorganized BVI segregated series structure to increase operational and legal efficiencies and transfer of US and offshore assets into new BVI master-feeder structure to improve economic and legal efficiencies.

Onshore & Offshore British Virgin Islands Segregated Series Structure

Client requested gap analysis for pre-existing registered CPO and CTA firm to become investor ready across offering structures for onshore-offshore investors.

Offshore and Onshore Offering Structure, CTA & CPO NFA Registered

Texas based Commodity Trading Adviser & Pool Registered with the NFA. For U.S. manager executed stand alone structure and filed for approval NFA compliant offering structure in connection with a managed futures strategy and framework and to offer same to Qualified Persons through its registration offering process with the NFA.

Consistent Capital LP

For a well established multi-strategy private fund investment advisory firm managed by former manager of Wellington Asset Management, collaborated with CFO on firm wide gap analysis across private fund offerings & organizational framework to materially reduce legacy costs and augment solicitation strategy geared toward institutional investors for its multiple hedge fund, private equity and managed accounts.

Schneider Capital

For well established private equity loan origination strategy and firm, engaged to collaborate with CEO to provide diagnostic review, compliance gap analysis, recommendations and execute solutions to attract assets post conversion from a conventional closed end private equity fund to an open ended hedge fund structure.

Edgewood Capital Hybrid Hedge-Private Equity Strategy

Principal facilitated ongoing seed relationships and joint venture, investor due diligence readiness, and ultimate investments by well known re-insurance institutional investors and execution of an offshore CAT bond (insurance linked) strategy and US Investment Adviser structure to facilitate strategy and additional investments.

XL Re, Bermuda Reinsurance Company

Our informational blogs

SEC Exam Priorities in 2026

U.S. SEC Division of Examinations Announces 2026 Exam Priorities On November 17, 2025, the U.S. Securities and Exchange Commission (SEC...

Crypto – SEC Seminal Interpretation – March 2026

March 17, 2026 – U.S. SEC, “Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain...

Crypto Assets – SEC Relief for Registered Investment Advisers

The US Securities and Exchange Commission Division of Investment Management Staff recently issued a no-action letter permitting, among, other things,...

Family offices

Family offices are a source of capital for smaller, emerging managers. Traditionally seeking to chase returns and investing in smaller...

SEC’s Fund Manager Priorities in 2025

For 2025, the Securities and Exchange Commission’s Division of Examinations announced its 2025 exam priorities for “registered” investment advisers. Next...

Reinstatement of New Business Ownership Disclosure Rule Launched

A new business ownership disclosure rule became effective in 2024 but many do not know about

Florida registration of Investment Advisers and Private Funds – Significant Change

Effective October 1, 2024, Florida allows for both increased opportunities for Florida-based businesses to raise capital within Florida and strengthened...

Commodities Futures Trading Commission on September 12 issued final changes to Rule 4.7 “qualified eligible person” (QEP) applicable to private funds and managed accounts.

Under the prior definition of a QEP, certain persons (including natural persons who are accredited investors, among others) must meet...

How to Mitigate Offshore Start Up Fund Formation Costs

Relying on our years of pragmatic legal and business fund manager experience and know-how across the fund manager organization enterprise,...