A crypto or digital-asset fund — U.S. or cross-border — built for the securities, commodity, custody, and AML realities a digital-asset strategy actually faces.
Quoted in full before we begin — no hourly billing.
A crypto fund is a private fund with a digital-asset engine — and the engine is where the legal work is. The structure looks like any hedge fund: a Delaware feeder for U.S. taxable investors, a Cayman feeder for non-U.S. and tax-exempt investors, and a master fund the manager runs. What's different is the overlay — whether your tokens are securities or commodities, whether your derivatives trigger CFTC rules, how you custody assets that live on-chain, how you value DeFi positions, and how you screen for sanctions. We build the whole thing at a flat fee, quoted before we begin.
What “flat fee” means
One scoped fee covers the legal work to form your fund and get it ready to raise: the entities, the governance, the investor documents, the securities and commodity analysis, and the custody, valuation, and AML framework a digital-asset fund needs. You know the number before we begin — no hourly meter, no surprise invoices.
What's included
Entity formation
Fund, general partner, and management-company entities with EINs — Delaware baseline, with a Cayman feeder/master where you're raising offshore.
Governance documents
Limited partnership / operating agreement with your fee, carry, high-water mark, lock-up, and redemption terms; the investment management agreement.
Investor documents & PPM
A private placement memorandum with crypto-, DeFi-, and algorithm-specific risk factors (custody, impermanent loss, smart-contract and exploit risk, valuation, model risk), plus subscription and investor-certification documents.
Securities compliance
Reg D (506(b) or 506(c)), the 3(c)(1) vs. 3(c)(7) analysis, Form D, and blue-sky notice filings.
Adviser & CFTC analysis
Exempt Reporting Adviser vs. registration and the ERA filing; whether your derivatives make you a commodity pool operator, and the exemption path — including the QEP notice.
Custody, valuation & AML
Policy templates for qualified-custodian / MPC custody, on-chain and DeFi valuation, and AML/OFAC/blockchain-analytics screening — plus a securities-law review of your marketing materials.
Two tracks
$20,000 — U.S. Digital Asset Fund
A U.S. crypto fund: Delaware LP, GP and management entities, 3(c)(1) or 3(c)(7), Reg D, PPM with digital-asset risk factors, Form D and blue sky, adviser and CFTC exemption analysis, and the custody / valuation / AML policy framework.
from $50,000 — Cross-Border Master-Feeder
Everything in the U.S. track, plus the offshore build — a Cayman feeder/master coordinated with offshore counsel, the cross-border tax structuring, and the Cayman VASP analysis — for funds raising from non-U.S. and tax-exempt capital.
How the structure works
The right vehicle depends on who you’re raising from. A U.S.-only fund is a single Delaware entity the manager runs; once you add non-U.S. or tax-exempt capital, you add offshore feeders and a master.
U.S. Digital Asset Fund
Cross-Border Master-Feeder
What this isn't: to keep the fee flat, this engagement doesn't include ongoing compliance and fund administration, a full SEC registered-adviser build-out if your AUM requires registration, tax opinions, token issuance or a public token sale by the fund itself, or Regulation CF / Regulation A+ offerings. Highly complex or bespoke digital-asset mandates are quoted by matter. Where any of those apply, we scope them separately and tell you the number first.
What happens after you get started
1
A kick-off call about the strategy
We talk through the strategy — spot or derivatives, which tokens, whether you're providing DeFi liquidity, who your investors are — and confirm the structure and the exemption path before we build.
2
Your own secure client portal
A private home for your documents, drafts, and status — so you always know where things stand and share information securely in one place.
3
We build, draft, and file
Entities and EINs, governance and investor documents, the exemption filings (Form D, blue sky, and the CFTC notice if needed), and the custody / valuation / AML policies — reviewed with you in your portal.
4
Ready to raise
Filings made and your provider set-up — custodian, administrator, auditor — coordinated, so the fund is compliant as capital comes in.
Booking a consult first? You're not committing to anything.
The consult is a free, no-obligation conversation to confirm the package fits your strategy and answer your questions. If it's a fit and you decide to move forward, you sign the engagement and we go straight into the kick-off call above.
Common questions
Is a crypto fund even regulated in 2026?
Your fund's interests are securities, so you run a Reg D private placement regardless of what you trade. Separately, the SEC and CFTC issued joint guidance in March 2026 confirming most crypto assets are not themselves securities — which clarifies, but doesn't remove, the analysis. We map your strategy to the current rules.
Is the crypto my fund holds a security?
Usually not for major tokens like Bitcoin and Ether, which are treated as commodities — but it's an asset-by-asset test, and tokenized securities and some active-project tokens still count. We screen your intended holdings.
Do I have to register with the CFTC?
Only if you trade crypto derivatives or use leverage. A spot-only fund generally isn't a commodity pool today. If you do use derivatives, recent CFTC relief lets an adviser to a qualified-purchaser-only fund avoid registration by filing a notice — we handle that analysis.
How do I custody assets that live in DeFi?
Custody is the hardest operational question for a liquidity-pool fund, because on-chain positions can't sit at a traditional custodian. We build the custody and key-management framework — qualified custodian for the idle sleeve, institutional MPC for the on-chain sleeve — and the annual audit that supports it.
Two ways to get started
1
Book a free consult
Prefer to talk it through first? Book a complimentary call. We'll confirm the package fits your strategy and answer your questions — no obligation.
Flat fee covers the legal services described above. Third-party costs (state and federal filing fees, and where applicable offshore counsel and CIMA/VASP fees, a qualified custodian, fund administration, audit, blockchain-analytics tools, and tax preparation) are separate. This page is attorney advertising and general information only — not legal, tax, or investment advice — and does not create an attorney–client relationship, which arises only upon a signed engagement and conflicts clearance. Digital-asset regulation is evolving; final scope and fee are confirmed in your engagement agreement.