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Capital Management Services Group
Offering Advice & Services to Traders | Investors | Funds
SEC Form D, Form U-2 and New York Form 99

Our Customers
We would like to thank Hannah and the company for their invaluable help in forming our incubator hedge fund. They were extremely knowledgeable, efficient, and professional while working with us, and we are glad to have them as a vital resource as we grow our incubator hedge fund into a full-fledged one. Dale Angus, Golden Egg Capital Management LLC. March 28, 2012.

READ OTHER CUSTOMER THANK YOU NOTES AND CALL (307) 213-4732

Do You Know When to File SEC Form D?
Your hedge fund, if based in the United States or if it has U.S. investors, must file Form D with the U.S. Securities and Exchange Commission (SEC).  There are no exceptions.  The Form D filing relates to the hedge fund and has nothing to do with whether you are required to be licensed as an investment manager to run the hedge fund.
 
Form D is filed 15  days after the date of the first sale of securities in the offering.  Form D must be re-filed to correct a material mistake of fact or error in the previously filed notice (as soon as practicable after discovery of the mistake or error).  Hedge fund issuers filing Form D electronically with the SEC must become EDGAR filers by obtaining a unique Central Index Key ("CIK") number and related access codes.
 
Form D Annual Filing Requirement
Form D must be filed annually, on or before the first anniversary of the most recent previously filed notice, if the hedge fund continues to exist.
 
State Filings Requirements for Hedge Funds
Adoption of the National Securities Markets Improvements Act of 1996 (NSMIA)  reduced state regulation of hedge funds.  Most hedge funds issue offerings that are exempt from state registration under the Securities Act, in reliance on Rule 506 of Regulation D. 
 
As such, they are "deemed covered securities" under Section 18 of the Securities Act.  Under Section 18, covered securities are exempt from state regulations that: (1) require the registration or qualification of securities or securities transactions; (2) impose any requirements related to disclosure documents used in an offering; or (3) impose any merit regulation of such offerings.
 
U.S. State Filings Required
Each state has a regulatory agency which administers its securities law.  You need to study each state's statutes and regulations before initiating any sales activities in a particular state. 
 
Need Help?  Contact Us for Assistance

While some states have identical statutory language or regulations covering particular activities or conduct, their interpretation may differ greatly from state to state.  
Some states require that you file Form D prior to admitting an investor your fund.  Some states also require a copy of your offering documents, Form U-2, Form U-2A, Form U-4, and/or an issuer/dealer form.
 
Don't Wait Too Long to File
Allow plenty of time for compliance as many states require the filing of special forms or issuer representations, which require preparation by us and processing time by the state.  For example, New York can take as long as four months to process a hedge fund blue sky filing.  In New York, four blue sky filings are required.  These filings must be accepted by New York one (1) day before an offering is made to a prospect in New York.  New York State filing fees are approximately USD $1,400 and the duration of the exemption from registration obtained under New York's securities laws is four (4) years. 
 
Need Assistance?  Contact Us for a Consult or a Fee Quote

Sales by Brokers, Finders and Placement Agents
Anyone engaged in selling hedge funds must also be registered in the state where the selling activity takes place, or exempt from broker registration requirements.

How We Can Help You
Hannah Terhune, veteran hedge fund and tax attorney, can answer your questions and handle most regulatory filings, leaving you free to raise capital and run your business.  We are in the business of advising hedge fund managers who need assistance with state blue sky filings.  We can answer your questions quickly and efficiently.  Email us or call (307) 213-4732 for help.

Our Customers
Hannah Terhune and her associates have provided legal advice and services to me for over a year.  She provided initial guidance to help determine the kind of fund most suitable for my goals, created the legal documents that are the framework for my hedge-fund, and assisted with ADV submissions to register my company as an Investment Advisor.  I continue to rely on her for ongoing compliance issues in this complex and dynamic industry.  I found Ms Terhune and her associates to be extremely knowledgeable and helpful in a very responsive way, with friendly and professional manners.  Overall a very good experience. Highly recommended. Marty Cawthon ChipChat Technology Group

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Our Customers
I would like to state unequivocally that I have had a completely positive experience in dealing with Capital Management Services Group. Truly, from the first phone call that I made to Capital Management, to the conference call that was arranged with Hannah Terhune, the time she took in answering all of my questions, and, finally, to the follow-up by Amy Hong.  My case involved the establishment of a Forex Incubator Fund, and was thoroughly handled. Hannah Terhune responded promptly to my subsequent phone calls and Amy Hong is absolutely 100% efficient. I, certainly, plan to enlist Capital Management's services for my legal needs in the future concerning fund management. I would rate my experience and results 5 out of 5 stars! Totally satisfied, Rxxxxxx Sxxxx, September 22, 2010

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Why Hire Us?
When you engage us for hedge fund you get a unique combination of securities, tax, and international experience, focused on the trader niche.  We have established a leadership position with traders.  We are one destination for all your very special hedge fund and trader tax needs.  We think we have the best set of offering documents based on the current and ever changing federal, state and offshore securities, commodities, and tax laws.  We aim and deliver quick turnaround times, because we understand that our customers want to begin their money management business as soon as possible.  We conceive, structure, and deploy the best tax saving strategies into your hedge fund vehicle (for the benefit of the manager and their investors) and your management company. Investors value tax-savings strategies and we utilize all our special knowledge and ideas in this area.  Our customers value our one-stop relationship.  We will help you start your business and continue to assist you.  Our tax services division handles accounting, software, and tax compliance, including all tax matters (tax planning and tax returns).  Only one thing counts with us and that's our customer relationships!


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CapitalManagementServicesGroup.com is recognized by discriminating fund managers and businessmen as being the foremost tax and legal authority in the business.  Attorney Hannah Terhune's education and experience are unsurpassed in the area of hedge funds creation and management platforms, and the complex body of related tax laws.  Ms. Terhune's extensive knowledge and experience have made her an indispensable resource for serious hedge fund and business professionals.  Ms. Terhune's articles on the subjects have appeared in over 100 publications worldwide.  Chances are, if you have read about the above matters, Ms. Terhune has written about them.
 
Give us the opportunity to use that knowledge and experience for you.  We have both regulatory experience and the understanding of the foreign exchange and securities markets.  We know how to navigate the compliance with rules and regulations in the United States as well as in regulated jurisdictions such as United Kingdom, Singapore, Hong Kong, Canada and the British Virgin Islands.  Each client receives personalized attention from our attorneys and staff.   No client is too large or small though because of our boutique size.  We pride ourselves in providing personal attention to each client.
 
CMSG provides the best services and support needed for hedge funds and business projects.  No need to coordinate work between different firms--we handle the entire business process from start to finish.  We offer accounting, tax planning services, tax return preparation, business consulting, and U.S. and international company formation services.  Our professionals provide the highest quality services at  competitive rates.  But don't take our word for it, give us a call and let us prove what we can do for you. Read our Leading Media Articles, Customer Testimonials and learn more About Us.

Personal Consultations  You get answers to your specific questions by speaking directly to Hannah Terhune, an experienced hedge fund and international tax attorney.  Ms. Terhune's hard-earned knowledge and experience can be put to work to save you unnecessary steps and costly wasted effort.  The consult is an invaluable opportunity to speak to Hannah one-on-one, and learn how to achieve more in less time.  As a result, you can anticipate that the return on your investment will far outweigh the costs associated with our unsurpassed services.   Ms. Terhune's credentials reflect an invaluable resource that combines a well-informed professional practitioner with sound ethical judgment that cannot be over-estimated.  The expertise required to recommend best solutions and provide sound advice should never be taken lightly.  We are confident that when you are finished with your consultation, you will be impressed and more informed about your business plans than ever before. Call (307) 213-4732 or Click Here to Request Services.

Our Commitment 
Henry David Thoreau wrote:  "Do not hire a man who works for money, but him who does it for love of it."  We are committed to your business plans and bringing you the best possible options.  We are an established and internationally recognized business that serves and educates our clients throughout the industry.  We do this by striving for the best results.  Above all, we are a law firm.  A lawyer is a philosopher and role model.  The ability to improve our clients' lives is a privilege that we do not take lightly.  There is tremendous power in being able to effect a positive change in our clients' lives.  Our aim is to welcome our clients and to provide a comfortable, warm environment for all.  Thanks for visiting our website.  We hope to have the opportunity to serve you. 

Website content and design are copyrighted 2001-2012 © by Hannah M. Terhune and all rights are reserved.  This web site is designed for general information only.  The information presented at this site should not be construed to be formal legal advice nor the formation of an attorney/client relationship.  

Call (307) 213-4732 or Email hterhune@CapitalManagementServicesGroup.com