Fund Formation

Formation and Operation of Private Equity Funds, Venture Capital Funds, and Hedge Funds

KSTechLaw (Khurdayan PLLC) 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.

Our Firm assists 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 the 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.

Incubator funds

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 a 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 the transition to a full-fledged investment fund.

Cryptocurrency funds

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.

Tokenized 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.

Contact Us to Learn More About Our Fund Formation Services





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

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