Trusted Investment Management Legal Counsel

Trusted Investment Management Legal Counsel

Total Confidence

“John is one of the more thoughtful and detailed attorney’s we have had the pleasure to work with. He pushes us to be a better company and we have total confidence that once he has analyzed an issue and provided an opinion, it is the correct one. I’d highly recommend him to a new or experienced fund.”

Mark TaylorPartnerTaylor Derrick Capital, LLC

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ABOUT US

Capital Fund Law Group advises emerging and established fund

managers on all aspects of fund formation and ongoing operations.

Our attorneys have spent most of their legal careers structuring hedge

funds and other private securities offerings.

We form investment funds for sponsors throughout the United States

in varied investment strategies, fund vehicles, jurisdictions and

industry sectors. Capital Fund Law Group advises hedge funds of all

investment strategies and asset classes, including: long/short equity,

fixed-income, event-driven, multi-strategy, quantitative, and sector

funds (including health care, technology, energy, and others) as well

as real estate and private equity funds of various sizes.

Capital Fund law Group is committed to providing the highest quality of services on a personal level and in a timely manner. we offer

flat-fee engagements for our investment fund formation services, which includes start-to-finish counsel with all aspects of launching a

domestic or offshore fund.

Capital Fund Law Group is regularly called upon to give presentations on private securities law at investment fund forums and

educational panels.

ABOUT US

Capital Fund law GrOup

Capital Fund Law Group

“My experience using Capital Fund Law Group to launch my hedge fund has been outstanding. While I had access to other legal talent, using a true specialist in the space proved to be extremely valuable for my firm. John Lore and his team skillfully guided my team through the necessary steps to get started with the right structure and terms. I value the ongoing relationship I have with this outstanding legal firm, and continue to benefit from the high value added by John and his team in a complex and changing regulatory environment for financial service firms.”

Joseph CookManaging DirectorConcentus Global Partners, LLC

Skillful Guidance

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WHY CAPITAL FUND LAW GROUP?

No two funds or investment advisors are identical and each client has unique objectives and circumstances. We

use a client-based approach to our fund structuring and analysis, rather than letting the offering be driven by forms. Our clients routinely comment on the excellence of our personal service and the time we take to properly understand and implement the client’s unique circumstances and objectives.

Choosing investment fund counsel is one of the most important decisions in launching an investment fund. Securities law requires careful navigation through a complex and rapidly evolving regulatory network. A team of experienced and committed hedge fund lawyers plays a vital role in guiding hedge fund managers through their various responsibilities and helping managers avoid devastating mistakes. Capital Fund Law Group forms investment funds for sponsors throughout the United States in varied investment strategies, fund vehicles, jurisdictions and industry sectors.

Why Capital Fund Law Group?

Our Philosophy:



6Capital Fund law GrOup

Formed a biopharmaceutical sector hedge fund for a New-York based investment manager.

Represented an SEC-registered master-feeder fund in an SEC audit.

Hedge Fund formation for a Chicago-based leveraged options fund, using a structure employing limited partner-owned in-kind contributions as option leverage.

Formed a small to mid cap private equity fund for a Texas-based manager.

Represented a London and US based investment manager in the formation of an asset-based lending fund using a side-by-side structure.

represented a multi-office, mid-sized real estate lending hedge fund with respect to multiple fund entities.

Represented a New York fund manager in the conversion of a ten million dollar incubator fund into a mixed equity and debt hedge fund.

Multiple multi-million dollar equity series and debt private placement offerings for a new Jersey-based debt investor.

Formed a California-based commercial real estate fund.

Represented a Chicago-based real estate developer in a private placement for a multi-million dollar commercial real estate development.

Represented a New York-based investment manager in the formation of an open-end equities hedge fund.

Represented a real estate investment company in a private offering to purchase current management and operating leases of long-term care and retirement facilities

Formed a real estate lending fund for a Utah-based commercial real estate lending group.

REPRESENTATIVE TRANSACTIONS


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OUR ATTORNEYS

Capital Fund Law Group’s legal team has extensive experience advising investment fund sponsors on all aspects of their business, from capital raising and fund formation to implementation of their business models. Our attorneys work closely with fund managers to develop the fund's structure and terms, in light of the fund's investment strategies. Our representation of a broad range of asset managers allows us to keep abreast of emerging industry trends.

Capital Fund Law Group provides the expertise and quality of services that would be expected from a large law firm, with the responsiveness, personal service and competitive flat fees possible only in a boutique law firm.

There is no substitute for experienced legal counsel when forming a fund. Our attorneys have spent their legal careers structuring domestic and offshore hedge funds in a wide variety of asset classes and investment strategies.

Our Attorneys



Evident Expertise

“John Lore and the Capital Fund Law Group team were an extremely professional solution for the legal side of my macro hedge fund launch. Their expertise in all matters relevant to the drafting of fund documents and the applicable statutory re uirements was evident throughout the process of my launch. I would recommend their counsel highly.”Matthew KleckerFounder, CIOKlecker Capital Management, LLC

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Capital Introduction

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Introduction to funds of funds that are focused

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HEDGE FUNDS

we offer flat-fee engagements for our investment fund formation services. Our

services include:

Structuring market-appropriate investment fund terms to compensate

fund sponsors, properly allocate risk and secure tax advantages for the

fund sponsors and investors.

Preparing the private placement memorandum to disclose the fund’s

investment terms, trading strategy, management background, risks and

other necessary issues.

Preparing the operating agreement for the investment management

entities to reflect the ownership percentages and rights of the fund sponsors.

Preparing the investment management agreement between the fund and

the investment management company.

Forming the most advantageous entities in the appropriate jurisdictions;preparing and filing the fund’s federal Form d as required by the

securities registration exemption found in Rule 506 of Regulation D.

Advising the fund sponsors on marketing and operating issues.

Coordinating with the fund administrator, auditor, prime broker and

other service providers.

Advising on capital raising issues and sources, directors, and investor groups.

Capital Fund Law Group advises

hedge funds of all investment

strategies and asset classes,

including: long/short equity, fixed-

income, managed futures, event-

driven, multi-strategy, quantitative,

and sector funds (including health

care, technology, energy, and others).

Our investment fund legal services

comprise start-to-finish counsel with

all aspects of launching a domestic

or offshore hedge fund. Our

attorneys have spent their legal

careers structuring domestic and

offshore hedge funds in a wide

variety of asset classes and

investment strategies.

Hedge Funds



Consulting, recommending, and linking managers to available third party

legal counsels and service providers in the offshore jurisdictions.

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OFFSHORE FUNDS

Advising on the proper fund structure, entity selection, and jurisdiction of

formation.

Offshore jurisdictions provide tax efficient solutions for sponsors seeking to raise capital from non-u.S. investors and tax-exempt u.S.

investors. Our attorneys have substantial experience forming master-feeder, parallel and other offshore funds in the Cayman islands,

the British Virgin islands, and other offshore jurisdictions. Our offshore fund services include:

Offshore Hedge Fund Legal Expertise



preparing organizational and offering documents in compliance

with the requirements of u.S. and offshore jurisdictions laws and

regulations.

Advising on the various tax issues, rules, regulations, elections

available to funds, and filing such tax documents to make such

elections.

Preparing investment management agreements between investment

manager and the offshore fund.

Advising on the various securities laws and regulations, including

Regulation S, and coordinating with fund managers to ensure

regulatory requirements and u.S. registration are avoided, while filing

any necessary exemptions.

In-Depth Knowledge

"In searching for investment fund legal counsel, I interviewed uite a few attorneys. Due to my securities experience and knowledge in the industry, I looked for someone not only capable and experienced, but also with in-depth knowledge in providing advice. John is a remarkable person to worth with. e is efficient, reasonable, and knowledgable."

Yvonne Yiu Chief xecutive OfficerKey West Investments, LLC

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INCUBATOR FUNDS

Our incubator fund services include:

Preparing the formation documents for and agreements between the

incubator fund and investment management company.

Counseling the fund manager on registration requirements, exemptions, and

other state law issues.

Assist in developing the structure of the fund; including compensation

fees, entity and jurisdictional selection, withdrawal procedures, and valuation

determinations.

Coordinating and establishing relationships with third party service

providers.

Capital Fund law Group provides comprehensive incubator fund formation services. an incubator fund provides a cost-effective solution

for new managers to develop a marketable trading record and test performance before launching a fully operative fund. Incubator

funds also allow a fund sponsor to build a real-time track record, and its own funds in the name of the fund entity that will ultimately

be used as the completed hedge fund.

Incubator Hedge Fund Formation



Deep Experience"After researching many attorneys, I settled on The Capital Fund Law Group for various reasons. I received expert advice and benefited from the deep experience of the group. John Lore and his team approach their clients with a long term perspective in mind. They prefer to continually work with you for all the legal needs of your business at a reasonable cost. They are committed to their client’s success and will go beyond the bare minimum service."

Joseph MalfeoChief Investment OfficerCommand Capital Managmenet Options Fund LP

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REAL ESTATE FUNDS


Private real estate funds allow sponsors to pool funds for ongoing real estate projects. Capital Fund Law Group advises real estate fund sponsors throughout the United States. Launching a private real estate fund involves navigating an array of regulatory complexities and business challenges. A real estate fund encompasses unique securities, regulatory, and tax issues. Our attorneys understand the legal and business considerations that must be addressed to successfully launch and operate a private real estate fund.

Real Estate Funds

Our real estate fund services include:

Entity classification and jurisdiction selection. Advising private equity managers about the key components of an offering including fee structures withdrawal procedures, valuation determinations, and addressing risk factors specific to real estate. Counsel fund managers in investor suitability requirements. drafting of the private equity fund’s organizational and offering documents; which include a private placement memorandum, subscription documents, operating agreements, limited partnership agreements, articles or certificates of organization and incorporation. drafting and filing federal Form d and related state “blue sky” filings. Preparing management agreements between managers and the fund. Advising on selection of auditors, brokers, and fund administrators. Negotiating and drafting side letters, amendments, or other additional documents necessary to facilitate the needs of large investors. Advising and updating managers on tax and securities laws relating to real estate rentals, construction, and purchases.

First-Rate Experience

“We formed an S C-registered hedge fund in 20 0. We started out with what we believed was affordable legal advice. In hindsight, we learned that the legal side of forming and operating a hedge fund is one of the most key components to a successful operation. We were fortunate to be referred to John Lore in 20 . John helped us get our documentation and compliance programs in order which was absolutely essential when we experienced our first S C exam later that same year. John devoted the time, effort, and expertise to help us be well-prepared for the exam. is experience and knowledge of the ever-changing securities industry is first rate. We continue to have confidence in John and his team as we work toward a new launch. I can recommend John Lore without hesitation.”

Kyle WintherFormer Chief Compliance OfficerMarathon Capital

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PRIVATE EQUITY FUNDS


Our attorneys advise fund sponsors on all aspects of launching a private equity fund. We provide our clients with in-depth understanding of market terms to assist them in successfully negotiating balanced and attractive terms. Capital Fund Law Group serves clients throughout a private equity fund’s life cycle, including fund structuring, formation and management, and deployment of capital.

Our private equity fund services include:

Entity classification and jurisdiction selection. Advising private equity managers about the key components of an offering, including fee structures withdrawal procedures, valuation determinations, and addressing risk factors. Counseling fund managers in investor suitability requirements.

drafting of the private equity fund’s organizational and offering documents, which include a private placement memorandum, u r p on do u n op ra n a r n

d par n r p a r n ar or r a of or an a on and n orpora on

Private Equity Fund Legal Services

drafting and filing federal Form d and related state “blue sky” filings. Preparing investment management agreements between investment managers and the fund. Advising on selection of auditors, brokers, and fund administrators. Negotiating and drafting side letters, amendments, or other additional documents necessary to facilitate the needs of large investors. Updating managers on federal securities laws changes. Counseling, preparing and reviewing SEC and State investment advisor registration documents. Advising managers on the fund tax issues and structures that are tax efficient based on the needs of the manager, general partner, or other key personnel.

"Since our inception, John Lore has served as legal counsel to our firm on all matters related to fund formation. We chose to utilize John's services due to his impressive breadth and depth of knowledge regarding various fund formation issues. For example, John provided us with a comprehensive view on the pros and cons of establishing a hedge fund in Pennsylvania. The comprehensive feedback that John provided allowed us to make a well-informed decision regarding this matter, and eventually we decided to register our firm in Pennsylvania. The other securities lawyers that we had spoken with prior to meeting John were not nearly as well-informed. Based on our positive experiences to date, we plan on utilizing John's services for the foreseeable future."

Jay YoonManagerSummit Ridge Partners, LP

Impressive Depth of Knowledge

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INVESTMENT ADVISOR REGISTRATION


Investment advisor registration requires an understanding of the complexities of the ever-evolving SEC and state regulatory landscape. there are serious legal ramifications for failing to comply with the regulations. Capital Fund law Group is a securities law firm with extensive expertise in forming and registering start-up investment advisors throughout the United States. We handle all aspects of the formation and registration of an RIA, from structuring and preparing the necessary agreements to conducting the appropriate registration. We provide our RIA formation and registration services at predictable and cost effective flat fees.

Our investment adviser registration and compliance services include:

Creation of FINRA accounts. Determining advisor registration requirements, or applicable exemptions, under the Investment Advisers Act of 1940 and state investment advisor laws. ubmission of the adviser’s Form adV part i and part ii (firm

brochure).Preparing and registering investment advisor representatives using Form U-4.

RIA Formation, Registration and Compliance

Serving as counsel during any examination or review of investment adviser applications with any state or federal examiners. Assisting clients in developing and drafting code of ethics. Preparing annual amendments to Form ADV Part I and Part II. Preparing model investment advisory agreements.

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CONTACT US

Contact us



We would be happy to discuss your hedge fund formation or answer any questions that you might have about your fund.

Main Office

CAPITAL FUND LAW GROUP 222 S. Main Street Suite 500Salt Lake City, UT 84101

Documents

Trusted Investment Management Legal Counsel