We have extensive experience forming offshore investment vehicles for managers who expect to attract non-U.S. investors and/or tax-exempt U.S. investors, including stand-alone offshore funds, parallel offshore funds, “mini-master” funds, traditional master-feeder structures and segregated portfolio companies. Our expertise extends to multiple offshore fund jurisdictions, notably the British Virgin Islands (“BVI”) and the Cayman Islands (“Cayman”), where we have longstanding relationships with local counsel and fund intermediaries. Our offshore fund legal services include:
- Advising managers regarding overall fund structure, including liquidity provisions, manager compensation, appropriate risk disclosures, etc.
- Working with managers to accurately describe hedge fund strategies and asset classes, including long-short equity, fixed-income, multi-strategy, quantitative, sector-specific and funds- of-funds
- Preparing customized fund offering documents, including a confidential offering memorandum and subscription documents, as well as an investment management agreement between the fund and the investment manager
- Preparing a memorandum and articles of association for the fund
- Preparing corporate resolutions required for the fund to begin operations
- Incorporating the fund and liaising with the BVI Financial Services Commission (“FSC”) / Cayman Islands Monetary Authority (“CIMA”) to obtain required BVI / Cayman licenses
- Structuring the management company that will serve as the fund manager and drafting the company’s operating agreement
- Assisting with selecting and negotiating agreements with other fund service providers, including third-party administrators, auditors, brokers and custodians
- Drafting investor side letter agreements, seed capital arrangements and other investor negotiations
- Advising managers regarding the use of broker-dealers and finders in connection with capital raising and negotiating third-party marketing agreements
- Handling ongoing compliance and regulatory matters, as well as reviewing and updating the fund’s offering documents to address recent changes to rules and regulations in the BVI / Cayman
If you have any questions regarding our fund formation services or would like to schedule a free consultation, please do not hesitate to contact us.