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 Taylor Partner Taylor Derrick Capital, LLC
ABOUT US Capital Fund Law Group 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 their legal careers structuring investment 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. Our firm has been quoted on securities law topics in some of the nation s leading financial publications, including Forbes, Entrepreneur and Business. Capital Fund Law Group was recognized for its exceptional investment fund legal expertise by Wealth and Finance International Magazine s Alternative Investment Awards in 2014 and 2015. 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. 3
Skillful Guidance 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 Cook Managing Director Concentus Global Partners, LLC
WHY CAPITAL FUND LAW GROUP? Capital Fund Law Group Why Capital Fund Law Group? Choosing investment fund legal counsel is one of the most important decisions in launching an investment fund. Securities law requires careful navigation through a complex and evolving regulatory framework. A team of experienced and committed investment fund lawyers plays a vital role in guiding fund sponsors through their various responsibilities and helping them 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. Our Philosophy: 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. 5
REPRESENTATIVE TRANSACTIONS Capital 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. 6
OUR ATTORNEYS Capital Fund Law Group There is no substitute for experienced legal counsel when forming a fund. Our attorneys have spent their legal careers structuring domestic and offshore investment funds in a wide variety of asset classes and investment strategies. 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 investment law firm. 7
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 Klecker Founder, CIO Klecker Capital Management, LLC
CAPITAL INTRODUCTION Capital Fund Law Group a ta nt t n g am a n ap a on of o d ff u a p of aun n an Introduction to our network of third-party investment fund an ana r w p ar p d r and ou and n capital introduction professionals. ra r ord ar non un u fu n r ffor o d n f and approa r ap a our Fund ana r Introduction to funds of funds that are focused ou d pu a u ffor n o d op n a ap a ra n ra a wou d n d op n fund on investing in undiscovered emerging managers. n n ra a prof ona our o n ap a Fund Law Group pro d r our and n rodu on o u d clients oward ap a our a w a found o o ff for r n ana r n or leads list o a ana r n fund n our ou d r n prof ona and p r ona n wor. 9
HEDGE FUNDS Capital Fund Law Group Hedge Funds Capital Fund Law Group advises hedge funds of all investment strategies and asset classes, including: long/short equity, fixedincome, managed futures, eventdriven, multi-strategy, quantitative, and sector funds (including health care, technology, energy, and others). Our investment fund legal services include 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. we offer flat-fee engagements for our investment fund formation services. Our hedge fund 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. 10
REAL ESTATE FUNDS 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 have established real estate funds in a variety of investment structures, strategies and jurisdictions and understand the legal and business considerations that must be addressed to successfully launch and operate a private real estate fund. Our real estate fund services include: Entity classification and jurisdiction selection. drafting of the real estate fund s organizational and offering documents; drafting and filing federal Form d and related state blue sky filings. Preparing management agreements between managers and the fund. Advising real estate sponsors on structure, investment terms and regulatory considerations 11
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 Officer Key West Investments, LLC
INCUBATOR FUNDS Capital Fund Law Group Incubator Hedge Fund Formation 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 in the name of the fund entity that will ultimately be used as the completed hedge fund. 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 federal and state law issues. Developing the structure of the fund. Coordinating and establishing relationships with third party service providers. 13
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 Malfeo Chief Investment Officer Command Capital Managmenet Options Fund LP
OFFSHORE FUNDS Capital Fund Law Group Offshore Fund Legal Expertise 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. Our offshore fund services include: preparing organizational and offering documents in compliance with the requirements of us and offshore jurisdictions' laws and regulations. Advising on the various rules, regulations and elections available to funds. Preparing investment management agreements between the investment manager and the offshore fund. Advising on the proper fund structure, entity selection, and jurisdiction of formation. Consulting, recommending, and linking managers to available third party legal counsel and service providers in the offshore jurisdictions. 15
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 everchanging 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 Winther Former Chief Compliance Officer Marathon Capital
PRIVATE EQUITY FUNDS Private Equity Fund Legal Services 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. Counseling fund managers on investor suitability requirements. drafting of the private equity fund s organizational and offering documents. Our private equity fund services include: Entity classification and jurisdiction selection. Advising private equity managers on the key components of an offering, including fee structures, investment terms and valuation determination. drafting and filing federal Form d and related state blue sky filings. Preparing investment management agreements between the investment manager 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. 7
Impressive Depth of Knowledge "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 wellinformed. Based on our positive experiences to date, we plan on utilizing John's services for the foreseeable future." Jay Yoon Manager Summit Ridge Partners, LP
INVESTMENT ADVISOR REGISTRATION RIA Formation, Registration and Compliance 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. 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. 19
CONTACT US Capital Fund Law Group Contact us We would be happy to discuss your investment fund formation or answer any questions that you might have about your fund. Main Office CAPITAL FUND LAW GROUP 222 S. Main Street Suite 500 Salt Lake City, UT 84101 21