Launch your fund with securities counsel who understands private fund structuring.
Hedge funds, venture capital funds, and real estate syndications — structured with attention to entity formation, offering documents, Investment Company Act exclusions, Advisers Act issues, and sponsor economics that affect how the fund operates, raises capital, and remains compliant over time.
Whatever you are building, we help choose the structure carefully.
We advise sponsors across three core fund verticals. The structural decisions differ, and each fund should be evaluated based on its strategy, investors, jurisdictional mix, and regulatory profile.
Hedge Funds — 3(c)(1) / 3(c)(7)
Master-feeder structures, offshore vehicles, seed arrangements, and Investment Company Act exclusions that may fit your investor base and fundraising path.
Venture Capital Funds
Carried interest economics, management fee terms, recycling provisions, SPVs, and co-investment programs — designed to support friends-and-family fundraising today and potential institutional capital later.
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 what comes next.
Every fund begins with decisions that may affect fundraising, investor eligibility, governance, reporting, and future vehicles. Here is how we walk sponsors through them.
3(c)(1) vs. 3(c)(7)
- Limited investor base vs. qualified purchasers
- Different investor eligibility, verification, and subscription mechanics
- Different fundraising, transfer, and compliance 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 fundraising today, possible institutional capital later
- Parallel vehicles and anchor LP terms
- Structures designed to scale without unnecessary rebuilds
A practical formation package, not a document dump.
Depending on the agreed scope, a fund formation engagement can include the core documents and filings needed to open for subscriptions — prepared, negotiated where needed, and coordinated with applicable filings. We do not treat fund formation as a generic checklist; the documents should match the fund strategy, investor base, and regulatory path.
What investors receive
- Private Placement Memorandum (PPM)
- Limited Partnership Agreement / LLC Operating Agreement
- Subscription agreement and investor questionnaire
- Side letters and investor-specific arrangements, where needed
What the sponsor runs
- Manager and General Partner formation
- Carried interest and sponsor economics
- Waterfall and promote structuring
- Master-feeder, parallel vehicle, and SPV structuring, where appropriate
From first call to first close.
Discovery Call
30-minute initial conversation about your strategy, investor base, and timeline. No attorney-client relationship is formed unless and until we agree to the engagement in writing.
Structural Recommendation
Written analysis of the Securities Act offering exemption, Investment Company Act status, Advisers Act or state adviser issues, vehicle, and economics that may fit your plan.
Document Drafting
PPM, LPA or LLC agreement, subscription package, and side letters prepared and negotiated as needed.
Closing & Filings
Form D, applicable state Blue Sky notice filings, and ongoing compliance setup as agreed in the engagement scope.
Get the structure wrong, feel the consequences for years.
A fund's structure may look fine on paper until the manager tries to raise capital, bring in anchor LPs, add a parallel vehicle, or address adviser registration questions. We help sponsors make structural decisions that fit the business plan and the applicable regulatory framework, not just a structure that looks defensible in isolation.
Clients
NYC-Based Practice
Suite 8500
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 practical 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 where the strategy and investor base require them.
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, private offerings, IPOs, M&A, and SEC compliance.
Before the first call.
Many fund formations run 4–8 weeks from engagement to first close, depending on the vehicle type, jurisdiction mix, investor readiness, service-provider coordination, and how negotiated the LP terms become.
Depending on scope, the formation package may include structural recommendation, PPM, LPA or operating agreement, subscription documents, manager and GP entity formation, side letters, Form D, and applicable state Blue Sky notice filings.
Yes. We advise international sponsors raising from U.S. investors and coordinate with offshore counsel on master-feeder and Cayman / BVI vehicles when needed. Offshore counsel, tax advisers, administrators, auditors, and other service providers are engaged separately unless the engagement states otherwise.
Yes. We can provide ongoing compliance support for funds and managers, including Investment Company Act status, Advisers Act registration or exemption analysis, exempt reporting adviser matters, state adviser issues, annual updates, and compliance policies, depending on the agreed scope.
Thirty minutes, no obligation. We discuss your strategy, target investors, timeline, and structural questions to consider before drafting begins. Initial consultations are handled confidentially to the extent permitted by applicable professional rules, but no attorney-client relationship is formed unless and until an engagement letter is signed.
Ready to talk structure?
Discuss your fund with securities counsel. Please do not submit sensitive confidential information until a conflict check is completed and an engagement is agreed in writing.
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