Boutique Fund Counsel
National Fund Formation and Investment Management Lawyers
We are a specialized law firm that advise fund managers, emerging managers, and institutional sponsors on the formation, operation, and regulation of private investment funds. We form vehicles, draft and negotiate limited partnership agreements (LPAs), structure GP economics, run regulatory and compliance frameworks, and serve as ongoing fund counsel from first close through final distribution. Our attorneys have practiced at Kirkland & Ellis, Latham & Watkins, Cooley, and Wilson Sonsini.
Boutique fund counsel are law firms that specialize in advising private investment funds and the managers who run them. A boutique fund counsel typically handles the full lifecycle of fund work, including fund formation, LPA drafting, side letter negotiation, GP economics, investment adviser regulatory compliance, ongoing fund operations, and wind-down. Boutique fund counsel firms differ from AmLaw 100 firms in three ways. First, the senior attorneys do the work, rather than delegating to junior associates. Second, fees are structured to reflect the actual scope of the engagement, rather than a leveraged-pyramid billing model. Third, boutique fund counsel firms are typically built around fund-specialist attorneys with prior BigLaw fund formation experience, not corporate generalists.
Fund managers retain boutique fund counsel for several reasons: to launch a debut fund or second fund, to draft or restructure an LPA, to negotiate side letters with institutional limited partners, to navigate Investment Advisers Act registration as an exempt reporting adviser (ERA) or registered investment adviser (RIA), or to handle ongoing fund counsel matters across multiple fund vintages. Boutique fund counsel is the right choice for managers who want partner-level attention, institutional-grade work product, and a fee structure that reflects the actual complexity of the engagement.
What Is Boutique Fund Counsel?
Boutique Fund Counsel
Fund Formation & Structuring
Fund formation is the process of creating a new private investment fund, including entity formation, partnership architecture, and tax structuring. We form and structure venture capital, growth equity, private equity, credit, and hybrid fund vehicles at all sizes, from debut funds and single-deal SPVs to multi-strategy platforms. Our work covers entity design, domicile selection (Delaware, Cayman, alternative jurisdictions), parallel and feeder fund structures, master-feeder architecture, and tax structuring across U.S. and non-U.S. investor bases.
LPAs, Side Letters & MFN Drafting
The limited partnership agreement (LPA) is the constitutional document of a private fund. We draft and negotiate the documents that define the fund's economics and governance, including LPAs, LLC operating agreements, subscription agreements, side letters, and most favored nation (MFN) provisions. We focus on the drafting that holds up across multiple closings and protects the manager from MFN cascading, side letter inconsistency, and the LP-counsel pushback that comes with institutional fundraising.
Emerging Managers & First-Time Funds
An emerging manager is a fund manager raising fund I or fund II, or a manager whose firm has been operating for fewer than seven years. We are boutique fund counsel of choice for emerging managers raising debut and second funds. We advise on fund structuring, anchor investor terms, seed deals, GP commit funding, regulatory setup (ERA, Form D, state filings), compliance framework design, and the first-fund concessions that should be negotiated for fund I and reset for fund II.
GP Economics, Carry & Management Company
GP economics define how the fund's general partner participates in fund returns and how compensation is divided among the GP's principals. We structure GP economics, including management company formation, carry allocation among principals, GP commitment (GP commit) funding, distribution waterfalls, preferred return mechanics, clawback obligations, and key person provisions. We focus on alignment frameworks that survive across vintages and produce defensible economics for the manager and the LPs.
SPVs, Co-Invest & Continuation Vehicles
A special purpose vehicle (SPV) is a single-deal investment vehicle, typically used for one investment alongside or outside a flagship fund. We structure SPVs, co-investment vehicles, fund-of-one arrangements, separately managed accounts, and continuation funds. Our work covers subscription mechanics, allocation policies, side-by-side economics with flagship funds, GP-led secondary transactions, and the documentation that lets sponsors deliver bespoke deal access without disrupting their main fund's terms.
Fund Regulatory, Compliance & Ongoing Counsel
Fund regulatory and compliance counsel covers Investment Advisers Act compliance, Form ADV filings, custody rule, ERISA matters, AML, FATCA, and ongoing fund operating questions. We serve as ongoing counsel through the life of the fund, including LPAC governance, key person events, investment restrictions, excuse and exclusion mechanics, LP consent processes, amendments, term extensions, recycling, and wind-down. We advise on RIA and ERA registration, Form ADV, custody rule, ERISA, AML, FATCA, FOIA exposure, and the regulatory questions that arise across the fund's operating life.
Asto Consumer Partners
Redbud Brands
Tonic Ventures
Transpose Platform
Aro Ventures
Blue Crow Sports
W
Asto Consumer Partners Redbud Brands Tonic Ventures Transpose Platform Aro Ventures Blue Crow Sports W
We are the boutique fund counsel of choice for emerging managers raising fund I through fund X, family officesbuilding proprietary investment platforms, and institutional sponsors running multi-vehicle fund families.
Advised an emerging venture capital manager on the formation and closing of a debut fund, including LP negotiations, side letter terms, and regulatory filings.
Represented a growth equity sponsor in structuring a multi-vehicle fund platform with parallel funds, co-investment vehicles, and a dedicated GP entity.
Counseled a private equity fund manager on the negotiation of side letters with institutional limited partners across a fund raise exceeding $200 million.
Structured and launched a sector-focused SPV for a repeat sponsor, including investor onboarding, subscription documentation, and coordination with an existing flagship fund.
Advised a first-time fund manager on GP economics, LPAC terms, and compliance framework design in connection with a venture fund launch.
Represented institutional sponsors in structuring co-investment vehicles alongside flagship private equity and growth equity funds.
Counseled fund managers on amendment, term extension, and wind-down processes for existing fund vehicles.
For illustrative purposes only.
Boutique Fund Counsel vs. BigLaw: How We Are Different
Fund managers choose boutique fund counsel over AmLaw 100 firms for partner attention, fee transparency, and senior-attorney execution. The differences are operational, not aspirational.
| Dimension | Boutique Fund Counsel (Ebadat Law) | AmLaw 100 / BigLaw |
|---|---|---|
| Who does the work | Senior attorneys with prior BigLaw fund formation experience | Junior associates under partner supervision |
| Partner attention | Partners on every call, every draft | Partners involved at key milestones |
| Fee structure | Engagement-scoped fees that reflect actual complexity | Hourly rates with leveraged staffing models |
| Hourly rates | Below market for the work product | Above $1,500 per hour at the top end |
| Response time | Hours to same-day | One to three business days |
| Practice depth | Fund formation, LPA drafting, GP economics, regulatory, ongoing counsel | Full institutional menu including litigation, antitrust, IP |
| Best for | Emerging managers, debut and second funds, family offices, lower-middle-market sponsors | Mega-fund platforms, multi-billion-dollar fundraises, complex regulated industries |
Our lawyers have practiced at leading law firms including
KIRKLAND & ELLIS | LATHAM & WATKINS | COOLEY LLP | WILSON SONSINI
The law firms listed reflect the prior employment history of our attorneys and are included to illustrate their background and experience.
From first close to final distribution, we are the boutique fund counsel that emerging managers and institutional sponsors trust at every step.
Frequently Asked Questions About Boutique Fund Counsel
What does a fund formation lawyer do?
A fund formation lawyer designs and documents private investment funds. The work includes selecting the legal entity and domicile (Delaware LP, Cayman exempted LP, etc.), drafting the limited partnership agreement, structuring management company and GP economics, negotiating side letters with institutional investors, handling Investment Advisers Act registration or exemption filings, and preparing subscription documentation. After fundraising, the same fund formation lawyer typically serves as ongoing fund counsel through the life of the vehicle.
When should an emerging manager hire boutique fund counsel?
An emerging manager should engage boutique fund counsel before drafting the LPA or marketing the fund to anchor investors. The earlier engagements (fund structuring, GP entity design, anchor investor terms) determine the economics and governance of the fund for its full life. Hiring boutique fund counsel before the first investor meeting also ensures the marketing materials, subscription documents, and regulatory filings are coordinated with the fund's structure.
What is the difference between an LPA and a side letter?
The limited partnership agreement (LPA) is the constitutional document that governs the fund and applies uniformly to all investors. A side letter is a separate contract between the fund and a specific investor that modifies, supplements, or grants additional rights beyond the LPA. Side letters are used to address regulatory requirements (FOIA, ERISA, tax status), to grant economic concessions (fee discounts, anchor terms), or to provide bespoke reporting or excuse rights to specific investors. The most favored nation (MFN) clause in the LPA governs how side letter terms migrate across the investor base.
What is GP commitment, and how much should a fund manager commit?
GP commitment (GP commit) is the capital that the general partner contributes to the fund alongside the limited partners, on the same terms. Market practice for institutional venture capital and private equity funds is 1% to 2% of total commitments. Emerging managers and first-time funds typically commit 2% to 5%. The commit is a market signal of the manager's alignment and conviction; LPs read both the percentage and the absolute dollar amount.
Do boutique fund counsel firms handle Investment Advisers Act compliance?
Yes. Boutique fund counsel firms typically advise on RIA registration, exempt reporting adviser (ERA) status, Form ADV preparation, custody rule analysis, advertising rule compliance, ERISA plan asset analysis, and pay-to-play. These matters are integrated with fund formation and ongoing fund operations and are part of the standard scope of boutique fund counsel work.
What does it mean to be an emerging manager?
An emerging manager is generally defined as a fund manager raising fund I or fund II, or a firm that has been operating for fewer than seven years. Some institutional investors define the category more narrowly (fund I and fund II only) and others more broadly (up to fund III or to a specified AUM threshold). Emerging managers face distinct fundraising, regulatory, and structuring challenges that boutique fund counsel is built to handle.
How does boutique fund counsel pricing compare to BigLaw?
Boutique fund counsel typically prices fund formation engagements as a fixed or capped fee that reflects the scope of the work. AmLaw 100 firms typically bill hourly with leveraged staffing models. For a debut venture fund or a mid-sized private equity fund, the all-in legal cost at a boutique fund counsel is generally a fraction of what the same engagement would cost at BigLaw, with senior-attorney attention throughout.
Who should I hire as fund counsel for my first fund?
A first-time manager should hire fund counsel that has formed multiple debut and emerging-manager funds, has direct experience negotiating with institutional LPs and their counsel, can advise on regulatory setup and compliance framework, and is structured to provide partner-level attention through the full process. Boutique fund counsel firms with BigLaw fund formation pedigree often fit this profile better than either AmLaw 100 firms (where junior associates do the work) or generalist corporate firms (which lack the fund-specific expertise).
What is an SPV in private fund investing?
A special purpose vehicle (SPV) is a single-deal investment vehicle, typically formed to hold one investment alongside or outside a flagship fund. SPVs are used for co-investments, deal-by-deal opportunities, and bespoke investor groupings. The legal work for an SPV is similar to fund formation in structure but compressed in scope: subscription documents, operating agreement, allocation policy, and any regulatory filings required for the specific deal and investor base.
What is a continuation fund?
A continuation fund is a new fund vehicle that acquires one or more portfolio companies from an existing fund, typically to extend the hold period or provide liquidity to the existing fund's LPs. Continuation funds are structured as GP-led secondary transactions and require LPAC approval, fairness opinions, conflicts mitigation, and bespoke fund documentation. They have grown into one of the most active areas of fund work in the last several years.