Launch your fund with counsel who has structured hundreds like it.
Hedge funds, venture capital funds, and real estate syndications — built right from day one. NYC securities attorneys handling the entity, the offering documents, and the sponsor economics that determine how your fund performs for years.
Whatever you're building, we've structured it.
We advise sponsors across three core fund verticals — the structural decisions differ, the strategic counsel does not.
Hedge Funds — 3(c)(1) / 3(c)(7)
Master-feeder structures, offshore vehicles, seed arrangements, and the right Investment Company Act exemption for your investor base and fundraising path.
Venture Capital Funds
Carried interest economics, management fee terms, recycling provisions, SPVs, and co-investment programs — built for friends-and-family today and institutional capital tomorrow.
Real Estate Funds & Syndications
Pooled funds or single-asset syndications, waterfall and promote structuring, preferred equity, and co-sponsor arrangements.
The structural call
that shapes everything after.
Every fund begins with a decision that will follow it for years. Here's how we walk sponsors through it.
3(c)(1) vs. 3(c)(7)
- Limited, controlled investor base vs. qualified purchasers
- Different subscription mechanics
- Different fundraising paths
Pooled Fund vs. Syndication
- Multiple acquisitions vs. single-asset flexibility
- Recurring investor base vs. deal-by-deal
- Long-term platform vs. specific timeline
First Close vs. Institutional Ready
- Friends-and-family today, institutional tomorrow
- Parallel vehicles and anchor LP terms
- Structures that scale without rebuild
A complete legal package, not a document dump.
Every engagement produces the full set of documents your fund needs to open for subscriptions — drafted, negotiated, and filed. No checklists handed over without context, no boilerplate sent in lieu of analysis.
What investors receive
- Private Placement Memorandum (PPM)
- Limited Partnership / LLC Operating Agreement
- Subscription documents & investor questionnaires
- Side letters and investor-specific arrangements
What the sponsor runs
- Manager and General Partner formation
- Carried interest and sponsor economics
- Waterfall and promote structuring
- Master-feeder, parallel vehicles, SPVs
From first call to first close.
Discovery Call
30-minute confidential conversation about your strategy, investor base, and timeline.
Structural Recommendation
Written analysis of the exemption, vehicle, and economics that fit your plan.
Document Drafting
PPM, LPA, subscription package, and side letters drafted and negotiated.
Closing & Filings
Form D, Blue Sky notices, and ongoing compliance setup.
Get the structure wrong, pay for it for years.
A fund's structure looks fine on paper until the manager actually tries to raise capital, bring in anchor LPs, or add a parallel vehicle — and the documents don't bend the right way. We help sponsors make the structural call that fits the business plan, not the call that just looks defensible.
Clients
NYC-Based Practice
Suite 8500
Built for first-time sponsors
and established managers alike.
First-Time Sponsors
Launching a debut fund around a focused thesis. We balance legal precision with the realities of friends-and-family fundraising.
Multi-Fund Platforms
Adding parallel structures, new vehicles, or successor funds within an existing GP platform.
Cross-Border & Institutional Ready
Anchor investors, strategic LPs, offshore feeders, and cross-border participants from day one.
Dmitriy Ishimbayev
Founder of Ishimbayev Law Firm, P.C., a boutique securities and regulatory practice headquartered at 1 World Trade Center. Focused on securities law, IPOs, M&A, and SEC compliance.
Before the first call.
Most fund formations run 4–8 weeks from engagement to first close, depending on the vehicle type, jurisdiction mix, and how negotiated the LP terms become.
The full formation package: structural recommendation, PPM, LPA or operating agreement, subscription documents, manager and GP entity formation, side letters, and Form D + Blue Sky filings.
Yes. We regularly structure funds for international sponsors raising from U.S. investors, and we coordinate with offshore counsel on master-feeder and Cayman / BVI vehicles.
Yes. We provide annual compliance program support for funds and managers, including Investment Company Act and Advisers Act analysis.
Thirty minutes, confidential, no obligation. We discuss your strategy, target investors, timeline, and the structural questions you should be thinking about before drafting begins.
Ready to talk structure?
Discuss your fund with a securities attorney. All inquiries confidential.