Domestic Hedge Fund and Investment Partnership Formation and Compliance,

We have significant experience representing Domestic and Offshore hedge funds in connection wit their organization and day to day operations.

We provide the following services in connection with the formation and operation of domestic hedge funds:

•Provide hedge funds with advice on structure (including fees, performance allocation and withdrawal issues) and tax issues.

•Prepare Private Offering Memorandum, Limited Partnership Agreement and Subscription Documentation.

•Prepare hedge fund Investment Advisory Agreement.

•Assist in establishing custodian and prime broker relationships and with related documentation.

•Marketing advice to comply with Regulation D (general advertising and solicitation issues).

•Prepare SEC Form D and blue sky filings.

•Assist hedge fund managers with SEC and state investment adviser registration.

•Advise with regard to Commodity Exchange Act issues, includintg CPO/CTA registration and available exemptions.

•Advise regarding state and federal laws affecting hedge funds including broker-dealer regulations, ERISA, the Investment Advisers Act of 1940 and the Investment Company Act of 1940.

On an on-going basis, we assist clients with the following:

•Assist in the preparation of investor correspondence.

•Provide updates on events, new laws and regulations that impact hedge funds.

•Advise regarding hedge fund investor qualifications.

•Compliance state blue sky laws

•Ensure compliance with FINRA rules for hedge funds affiliated with a broker dealer.

•Represent hedge funds and hedge fund managers in arbitrations and investigations, including SEC, FINRAS and stock exchange matters.

•Structuring hedge fund management and performance fees to ensure compliance with regulatory requirements, including the Investment Advisers Act of 1940 and ERISA regulations.

•Complying with ERISA regulations including the 25% Plan Asset Limit.

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