Beyond fixed fees, counsel guidelines.

Once fees are fixed, many fund managers stop there, relieved to have ended the guessing game of hourly billing. But fee certainty is only the beginning. A well-crafted set of counsel guidelines enhances a fixed-fee engagement with a comprehensive management tool.

Start with scope. Define the deliverables with precision—what’s included and what isn’t. A “fund formation package” can mean very different things to different firms. The guidelines should make clear what documents will be produced, what regulatory work is covered, and when additional fees may apply. The goal isn’t to nickel-and-dime counsel; it’s to prevent surprises and maintain alignment between what’s needed and what’s paid for.

Next, address “change orders” or mission creep. Even well-scoped projects evolve. Guidelines should require written approval for any change in scope and establish a pre-set rate or structure for extras. That eliminates the mid-engagement standoff between “you asked for it” and “we never agreed to that.”

Fund work lives or dies on timing, so deadlines and responsiveness deserve special attention. Specify expected turnaround times for drafts and revisions, and name who will be responsible for managing them. For larger projects, set milestones tied to business events—first investor meeting, soft close, final closing—so everyone knows what “on time” means.

Good guidelines also promote coordination among advisers. Fund counsel should be expected to work seamlessly with the administrator, tax professionals, and investor counsel. Simple provisions—copying the administrator on all subscription-related correspondence, for example—can prevent days of confusion later.

Then there’s knowledge retention. Institutional memory is valuable, especially for repeat sponsors. Guidelines should require delivery of all editable documents and working files, ensuring that the fund manager—not the law firm—owns the accumulated know-how.

Conflict management belongs in writing as well. Counsel should disclose existing representations that may overlap and commit to maintaining confidentiality across mandates.

Finally, build in post-closing support and performance review. Specify what assistance is included after closing—minor amendments, investor onboarding, routine filings—and set expectations for responsiveness. A brief annual review of performance keeps the relationship candid and constructive.

In short, a fixed fee solves one problem: price uncertainty. Counsel guidelines solve the rest. They define expectations, preserve accountability, and allow fund managers to manage legal relationships with the same rigor they apply to every other part of their business.