Cayman Fund Counsel for U.S. Sponsors

• U.S. sponsors launching a Cayman feeder, master fund, parallel vehicle, or other offshore structure with a U.S. securities-law nexus.
• Cayman or other offshore funds admitting U.S. investors or coordinating a U.S. private placement.
• U.S. managers that need domestic and offshore offering documents coordinated without blending U.S. and Cayman legal responsibility.
• Existing offshore funds updating U.S.-facing subscription documents, investor eligibility terms, offering disclosures, or commercial documents.
• Sponsors, boards, or transaction parties that need a defined U.S.-law memorandum or opinion for an offshore structure or transaction.

• U.S. securities and exemption analysis for the offshore structure, U.S. offering activity, and U.S. participants identified in the written scope.
• Coordination of Regulation D and Regulation S analysis where the proposed offering has both U.S. and offshore components.
• U.S.-facing PPM language, subscription agreements, subscription questionnaires, investor representations, and related offering documents identified in the written scope.
• U.S. investor onboarding issues, including securities-side eligibility and subscription representations.
• U.S.-law review of commercial documents that affect the sponsor, manager, GP, feeder, master fund, service-provider relationships, or investor process.
• U.S.-law memorandum or opinion addressing the defined securities, offering, onboarding, or transaction question.
• A U.S.-law issue map for the sponsor, manager, adviser, trading strategy, offering method, and investor base, with specialist issues separated for additional scoping where necessary.
• Coordination with Cayman or other offshore counsel through a defined issue list, document responsibility matrix, and closing sequence.
• Master-feeder, parallel-fund, or offshore-vehicle coordination on the U.S. side when included in the written scope.

• I do not issue a Cayman-law opinion.
• Cayman formation, Cayman entity-law advice, CIMA registration or status, Cayman offering requirements, Cayman AML requirements, and Cayman regulatory filings belong to Cayman counsel. I can coordinate those workstreams when coordination is included in the written scope.
• Non-U.S. law other than coordination with the relevant offshore counsel.
• Investment-adviser, CFTC, tax, ERISA, broker-dealer, or other specialist U.S. analysis unless expressly scoped or coordinated.
• Cayman government fees, registered-office fees, administrator fees, auditor fees, local-counsel fees, or other third-party costs.
• Capital introduction, placement, investor solicitation, or marketing of fund interests.
• Ongoing Cayman or U.S. compliance after the scoped transaction or launch.

1. Identify the offshore vehicle, the U.S. nexus, the proposed transaction or offering, and the role of existing offshore counsel.
2. Review the resulting U.S.-counsel scope and fee band before submitting the complete written intake.
3. Submit the intake with the entity chart, term sheet, offering documents, investor profile, manager or adviser information, trading strategy, service-provider list, and existing Cayman counsel materials.
4. I complete conflict clearance, confirm the final fixed fee and deliverables in writing, and provide the engagement letter. Payment follows the signed engagement letter.

Offshore / Cayman U.S. Counsel engagements start at $20,000. I set the final fixed fee in writing after reviewing the offshore vehicle, U.S. nexus, document set, investor footprint, transaction, specialist issues, and required coordination with offshore counsel. Nothing is billed before conflict clearance and a signed engagement letter.

What is the division of responsibility between U.S. counsel and Cayman counsel?

I handle the U.S.-law questions identified in the written scope, including U.S. securities, offering, onboarding, and related commercial-document issues. Cayman counsel handles Cayman law, CIMA matters, Cayman formation, Cayman regulatory requirements, Cayman AML, and any Cayman-law opinion.

What turnaround should I expect?

A typical range is 4 to 8 weeks after I have the complete U.S. and Cayman source documents, final business terms, and a defined division of responsibility with offshore counsel. Multi-vehicle structures, specialist issues, institutional diligence, or dependencies on offshore counsel can extend the schedule.

Who may rely on a U.S.-law opinion for a Cayman structure?

Only the client and any additional recipient expressly identified in the final reliance terms may rely on the U.S.-law opinion. The opinion is tied to a written assumptions schedule, and any Cayman-law conclusion or Cayman regulatory status must come from Cayman counsel rather than being inferred from the U.S.-law work product.

What happens if the structure or investor base changes after delivery?

Changes to the feeder or master structure, U.S. investor participation, offering channel, manager or adviser arrangement, trading strategy, service providers, or subscription process can change the U.S. analysis. I can scope a targeted update and coordinate with Cayman counsel where the same factual change also affects Cayman work.

Can Regulation D and Regulation S be addressed in one U.S. workstream?

Yes, when the facts call for coordinated U.S. and offshore offering analysis and the written scope includes both. I analyze the U.S.-law interaction of the offering channels, while Cayman counsel remains responsible for Cayman-law consequences and Cayman regulatory requirements.

Does the U.S. counsel package include CIMA registration or Cayman filings?

No, not unless the written scope is limited to coordinating that work with Cayman counsel. I do not make a Cayman registration or licensing determination and do not issue a Cayman-law opinion.