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Private Funds · Offshore Structures · U.S. Securities Architecture

Cayman Fund Counsel for U.S. Sponsors

The Cayman substance question is usually asked about the wrong entity. The fund is one layer; the manager, GP, adviser, and the people actually carrying on the business are another - and the U.S. securities architecture runs through both. I handle the U.S. sponsor side: Reg D and Reg S offering architecture, 3(c)(1) versus 3(c)(7) analysis, PPM and subscription documents, investor eligibility and onboarding, and the adviser, CFTC, and marketing issue map - coordinating Cayman counsel for Cayman law, CIMA matters, local formation, and local opinions.

Request fixed-fee scope $400 written consultation · credited toward $1,500+ work

The fund products, priced by responsibility

$15,000

Fund Securities Architecture Opinion

One proposed U.S. structure: fund and GP/manager architecture, 3(c)(1) vs 3(c)(7), Rule 506(b) vs 506(c), investor eligibility, adviser-status issue map, economics and governance, offering architecture, risk register, closing plan - as a written GP/board memorandum.

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$20,000–$30,000

U.S. Hedge Fund Launch

The complete launch: fund entity, GP/manager structure, PPM, LPA or operating agreement, subscription agreement and questionnaire, accredited and qualified-purchaser frameworks, bad-actor diligence, Form D, state notice schedule, side-letter form, first closing, one consolidated revision round.

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$30,000–$50,000+

Cayman Master-Feeder / Institutional

Domestic feeder, offshore feeder/master coordination, Reg D + Reg S, U.S. PPM and subscription set, institutional side letters, MFN analysis, multi-class economics, service-provider matrix, Cayman counsel instruction set, integrated closing. Digital-asset fund launches $25,000–$45,000+ with custody, valuation, and perimeter work.

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Continuing products

The division of labor, stated plainly: I am admitted in California and Washington. Cayman law, CIMA registration and status, Cayman offering requirements, Cayman AML, and Cayman-law opinions belong to Cayman counsel - I instruct and coordinate them, and the package is stronger for the honest split. Dispositive tax, ERISA, CFTC, and adviser-registration conclusions are routed to specialists where the analysis warrants it.
Why sponsors buy this as a fixed fee: fund launches priced hourly reward inefficiency and punish questions. A responsibility-tier fee - scoped in writing, with exclusions stated - lets a GP budget the launch, and lets institutional LPs see a documented, opinion-backed offering architecture rather than an improvised one.

Treasury-company and instrument-side work lives at crypto treasury opinions and the Digital Credit hub; the opinion practice generally at legal opinion counsel.

Attorney advertising. Sergei Tokmakov, California Bar #279869, admitted in California and Washington; not admitted in the Cayman Islands. Informational only; not legal, investment, or tax advice; no attorney-client relationship until conflict clearance and a written engagement. I provide legal analysis to sponsors, GPs, and boards; I do not market fund interests to investors, and nothing here is an offer of securities.