FUND FORMATION & INVESTMENT MANAGEMENT
Formation and Operation of Private Equity Funds, Venture Capital Funds and Hedge Funds
Dilendorf Law Firm advises fund sponsors, emerging and established fund managers on all aspects of investment fund formation, governance and operations. Our fund-related expertise spans a variety of investment strategies and structures, including incubator funds, hedge funds, private equity funds, venture capital funds, real estate funds, master-feeder structures, close-ended funds, as well as tokenized funds and cryptocurrency funds.
Coordinated creation of legal, marketing and private placement documentation for an ornate color diamond fund (US/Cayman master feeder structure) with focus on enhancing the value of an existing collection of rare colored diamonds and acquiring new diamonds
Advised client on structuring and launching “mini-master” private investment fund: utilizing an offshore fund domiciled in the Cayman Islands that invests assets directly into a domestic master fund domiciled in DE
Assisted foreign cryptocurrency fund manager with incorporating US feeder into the existing structure and advising on the application of US regulations; US regulations include the Securities Act, the Investment Company Act and the Investment Adviser Act
Assisted emerging manager with setup of an incubator cryptocurrency fund, included advising client on how they can convert the incubator fund into a full-fledged hedge fund in the future
Advised client on setting up Offshore management company in the Cayman Islands and a Segregated Portfolio Company (SPC) that hosts offshore blockchain pooled investments
We assist in all aspects of the funds’ formation, governance and operation.
- Defining the fund structure, strategy and associated risks;
- Preparing private offering memorandums, operating agreements, partnership agreements, investment advisory agreements, investment management agreements and other documentation for the fund’s launch and operation;
- Preparing and filing Form D with SEC and submitting “blue sky” state filings, if required;
- Review of marketing materials and advise on marketing of private equity and venture capital funds;
- Advising on foreign and US investor qualifications;
- Advising on AML/KYC compliance;
- If necessary, guiding through SEC and state registrations;
- Advising on applicability of federal and state regulations, including broker-dealer legislation, FINRA rules, the Investment Advisers Act of 1940 and the Investment Company Act of 1940;
- Establishing offshore feeders for foreign investments;
- Supervising offshore attorneys, fund administrators and auditors;
- Advising in relationships with brokers, custodians and other service providers.
Forming an incubator fund provides clients, usually emerging fund managers, with a cost-effective solution at the pre-launching stage of a fund. Incubator funds can be utilized to test the fund’s strategy and develop track record before marketing the fund to outside investors.
An incubator fund can usually be established within a few weeks, while the incubator phase typically lasts up to a year. The cost of establishing an incubator fund is usually affordable for emerging fund managers but tends to depend on the number of participants, chosen structure and jurisdiction (domestic or offshore).
We handle all the paperwork expeditiously to get the incubator fund running and seamlessly guide our clients through the incubation phase, including all operational and marketing limitations. We offer assistance in transition to a full-fledged investment fund.
We leverage our experience in the blockchain and cryptocurrency space to tailored, high-quality services to help each client navigate the complex web of laws, regulations and practical issues implicated by cryptocurrency funds.
We also offer end-to-end fund tokenization solutions, which provide additional liquidity for traditional funds, access to capital on a global scale, ease of investor management and other advantages made accessible by blockchain technology.
- Introduction to Private Equity Funds
- Private Equity Funds – Formation and Operation
- Private Equity Demystified – Explanatory Guide
- SEC’s Analysis of the Market for Unregistered Securities Offerings
- Tax Treatment of Partnership Funds and Mergers of Investment Companies
- Hedge Fund Basics – IRS Guide
- Opportunities in Private Equity
- Private Equity in the Developing World: Determinants of Transaction Structures