Boston fund tax counsel
Investment Fund Tax Counsel
Tax and structuring advice for fund sponsors, investors and the advisers who work with them, from formation through investments and exits.
Fund economics matter
Good structures start with the right questions.
Entity choice, carried interest, investor tax considerations and exit planning all affect a fund’s economics. Touchstone advises general partners and limited partners on these issues across the fund life cycle.
Who we help
Advice for every side of the fund.
Start with the role that fits your work.
Fund sponsors and GPs
Plan fund formation, sponsor entities, carried interest and ongoing tax provisions.
Explore sponsor counsel →Limited partners
Review fund terms, investor tax disclosures and tax considerations before committing capital.
Explore LP counsel →Law firms and accountants
Bring in specialist fund tax counsel for complex transactions and documentation.
Explore co-counsel →01 / Fund launch
Fund formation and structuring
Build a structure around the sponsor, the strategy and the investors expected to participate. Early decisions can affect both tax treatment and sponsor economics later.
Questions we help answer
- Which fund, GP and management company entities fit the strategy?
- How should carried interest and fees be planned?
- Do tax-exempt or non-U.S. investors call for feeders, parallel funds or blockers?
- How do tax provisions fit the fund documents?
02 / Ongoing advice
Fund tax counsel beyond formation
Fund tax work continues as investments, investors and exits change. We advise on allocations, withholding, side letters and tax language in fund documentation.
Ongoing matters
- Partnership allocations and waterfall review
- Investor withholding and filings, including ECI and FIRPTA considerations
- Side letters and tax provisions in fund documents
- Tax questions during restructurings and exits
03 / Investor side
LP representation
Institutional and high-net-worth investors need to understand fund terms and tax disclosures before committing. We review and negotiate those terms with their interests in view.
Investor tax review
- Fund terms and tax disclosures
- Investor-specific tax considerations
- Side letters and negotiated protections
04 / Specialist support
Tax co-counsel for deal teams
Corporate law firms, accounting firms and investment banks can work with Touchstone for fund tax depth on their clients’ matters.
A focused partner for complex questions
We work alongside existing advisers on fund structuring, investor tax issues and transaction documents.
Experience behind the advice
Direct access to experienced tax counsel.
Elizabeth Norman practiced in the tax department at Ropes & Gray and later as a partner at a boutique tax law firm. Touchstone brings that experience to clients from its Boston base.
Common questions
Fund tax questions we hear often
Do I need separate GP and management companies?
It depends on how you plan to hold carried interest and receive fees. Separate entities can protect sponsor economics and keep tax treatment clean, but they add cost. We walk through the tradeoffs when we structure your fund.
What is a blocker corporation and when is it used?
A blocker is a corporation placed between certain investors, such as tax-exempt or non-U.S. investors, and the fund, so they avoid receiving income they would otherwise find problematic, such as unrelated business taxable income or effectively connected income.
Do you work with other law firms?
Yes. We act as external fund tax counsel to corporate law firms, accounting firms and investment banks, so their clients get specialist fund tax advice.
Start a conversation
Get clear on your fund’s next tax decision.
Tell us what you are building or reviewing. We can discuss where fund tax counsel may help.