A private fund is not just a way to pool investor money. The structure controls who can invest, how fees work, whether investors have liquidity, how the manager gets paid, and what the fund can actually do.
Moschetti Law helps fund managers and strategy sponsors prepare the legal structure behind private funds and yield-focused offerings.
This page is for you if:
The situation: A capital raiser has investors but does not want to operate assets directly. The plan is to pool investor capital, place it into other sponsors’ deals, and charge a management fee and a carry for assembling and managing it.
The legal issue: Placing investors into other people’s deals for a fee can raise broker-dealer questions, and pooling money to buy other securities can bring in the Investment Company Act – so the structure has to fit within an available exclusion.
Key structure points:
The situation: A trader with a track record – options, futures, equities – has contacts ready to back the strategy and wants to pool their capital into a fund with a performance fee.
The legal issue: Pooling money to trade public securities brings in the Investment Advisers Act, and a performance fee is limited unless investors meet a higher net-worth bar – so where the manager sits and how it files can matter as much as the fund itself.
Key structure points:
The situation: An operator who buys and sells physical assets at a profit – art, collectibles, watches, other alternatives – wants to pool investor capital to do more of it, sometimes seeding the fund with existing inventory.
The legal issue: The assets may not be securities, but pooling money to buy and resell them for investors generally is, and with no public price the documents need a defensible way to value them so buy-ins and exits do not turn into disputes.
Key structure points:
The situation: An adviser wants to run a single private fund for high-net-worth clients holding a mix – some private assets, some commodities or digital assets, maybe some public securities – as an in-house alternative sleeve.
The legal issue: Mixing public securities with physical and private assets can push a fund toward “investment company” status if the public-securities piece grows too large, so the allocation has to be watched and documented to stay inside the exemption.
Key structure points:
The situation: A capital raiser has investors but does not want to operate assets directly. The plan is to pool investor capital and place it into other sponsors’ deals.
The legal issue: Pooling investor money to buy other securities can raise broker-dealer, investment company, and fee-structure questions.
Key structure points:
The situation: A trader with a track record wants to pool investor capital into a fund for options, futures, equities, or another liquid strategy.
The legal issue: Trading public securities with pooled capital can bring in adviser, performance-fee, investor-qualification, and registration questions.
Key structure points:
The situation: An operator buys and sells physical assets like art, collectibles, watches, or other alternatives and wants to pool investor capital to scale the strategy.
The legal issue: The assets may not be securities, but pooling investor money to buy and resell them can create securities-law and valuation issues.
Key structure points:
The situation: An adviser wants to run a single private fund for high-net-worth clients holding private assets, commodities, digital assets, or some public securities.
The legal issue: Mixing public securities with physical and private assets can push the fund toward investment-company issues if the allocation is not watched and documented.
Key structure points:
A private fund gives a manager a legal structure for pooling investor capital around a defined investment strategy. The structure controls investor eligibility, fees, liquidity, disclosures, manager authority, and how capital is accepted and used.
A private fund works best when the legal structure matches the actual strategy, investor expectations, and operational reality.
A PPM explains the offering, risk factors, investor terms, sponsor compensation, and material disclosures investors need to review before subscribing.
Your operating agreement or limited partnership agreement controls economics, voting rights, manager authority, distributions, transfers, and what happens after money comes in.
Subscription documents handle investor onboarding, representations, eligibility, acceptance mechanics, and the process for bringing investors into the offering.
Private offerings often require federal and state notice filings. We file Form D and applicable Blue Sky filings.
Your exemption path affects who can invest, how investors are verified, and what can or cannot be said publicly about the raise.
Your structure needs to match the raise: single-asset syndication, fund, lending pool, operating company raise, energy offering, or another private offering.
Investor interest creates questions fast. Before money comes in, your raise needs clear answers about the structure, terms, risks, documents, and subscription process.
| Investors ask... | Your raise needs... |
|---|---|
| “What exactly am I investing in?” | A clear offering and entity structure. The structure should match the deal, fund, company, project, or lending strategy before investor money comes in. |
| “What are the terms?” | Economics, rights, control, and distribution language. Investors need to understand what they receive, how decisions are made, and how money is handled. |
| “What are the risks?” | Private offering disclosures and risk factors. The documents need to explain material risks in a serious, professional way. |
| “How do I invest?” | Subscription documents and investor onboarding. The raise needs a clear process for investor representations, eligibility, signatures, acceptance, and funding steps. |
| “Can you legally accept my investment?” | 506(b), 506(c), and investor eligibility guidance. The path depends on how investors are found, who is investing, and whether public marketing is involved. |
| “What filings are required?” | Form D and Blue Sky filing support. Private offerings often require federal and state notice filings after the offering begins. |
The structure should match the deal, fund, company, project, or lending strategy.
Investors need to understand what they receive, how decisions are made, and how money is handled.
The documents need to explain material risks in a serious, professional way.
The raise needs a clear process for representations, eligibility, signatures, acceptance, and funding steps.
The path depends on how investors are found, who is investing, and whether public marketing is involved.
Private offerings often require federal and state notice filings after the offering begins.
Start with a short intake conversation about your raise, timeline, investor status, and what you think you need.
If your raise is ready for legal review, you move to an attorney meeting to discuss the structure, risks, timing, and scope.
Once the scope is confirmed, you receive the engagement agreement, flat fee, and next steps before drafting begins.
The legal team confirms the offering details, investor terms, entity structure, timeline, and document package.
You review the draft documents, ask questions, and work through revisions before the package is finalized.
The team walks through the final legal package, subscription process, filings, and practical next steps.
You leave with the structure, documents, and guidance needed to move forward without guessing through the legal side.
A poorly structured syndication or fund can lead to legal risks, investor disputes, and lost capital. At Moschetti Law, we ensure your offering is structured for success, compliance, and investor confidence.
Your legal fee should not become another unknown in the raise.
Investor interest, deal timing, and market conditions can all change. Your legal process should be clear from the beginning: flat-fee pricing, better economics for repeat clients, and a credit path if the raise does not come together.
You know the legal fee before the work begins.
No hourly meter running in the background. No surprise invoices every time you ask a question. No wondering whether the legal bill is growing while investors are waiting for documents.
Serious sponsors raise more than once. The legal relationship should become more efficient over time.
Your next offering should not feel like starting from zero. Once Moschetti Law understands your structure, sponsor model, and offering style, future qualifying deals may receive preferred repeat-client pricing.
Not every raise comes together. If this deal stalls, you are not back at zero.
If your offering does not raise enough capital to move forward, your legal investment should not feel wasted. Eligible fees from your legal package can be credited toward your next qualifying Reg D offering, subject to the terms of your engagement agreement.
Open-ended versus closed-ended. Didn't realize how much that one decision drives everything else until we talked it through.
Tilden spotted a couple of regulatory things I'd have walked right past. Rather hear about that now. Turned out they made our deal much better.
Had no clue where to even start. Left with the whole thing organized. That's what I needed.
Fees and carry were what I most wanted to get right. We landed somewhere that works for me without being greedy about it.
Complicated deal, kept moving. I always knew where we stood.
Came in with a half-baked idea for a fund and left with something that holds together, plus reasons for why it's built the way it is.
Yes. The firm structures pooled investment vehicles – funds that raise capital from multiple investors under a single offering rather than deal by deal. That covers a range of strategies, from real estate funds to more specialized approaches. The core work is consistent: a fund entity, a manager entity, the offering documents, and disclosures that fit the strategy. What varies a lot is the regulatory picture, because some strategies are straightforward private offerings and others pull in additional rules depending on what the fund holds and how the manager is paid.
A closed-ended fund raises a set amount, closes, and runs to an end date. An open-ended fund keeps taking in capital and often lets investors come and go over time. The choice drives almost everything else – how capital comes in, whether there are redemptions, how the fund is valued, and how the manager handles money that isn’t invested yet. Open-ended structures give flexibility but create ongoing questions around liquidity and valuation. It’s worth deciding early, because it shapes the documents rather than being a detail added at the end.
Usually, yes.
But the real question isn’t whether the law absolutely requires a Private Placement Memorandum. The real question is whether you’re asking investors to trust you with their money.
A good PPM explains the investment, the risks, the fees, the conflicts of interest, and what happens if things don’t go according to plan. Just as importantly, it demonstrates that you’ve thought through your business and are taking your responsibilities seriously.
Could there be situations where a PPM isn’t legally required? Sure. But most sponsors aren’t looking for the minimum amount of legal paperwork they can get away with. They’re trying to build credibility, protect themselves, and create a professional offering that investors feel comfortable investing in.
The goal isn’t simply to satisfy a legal requirement. It’s to give you an offering that investors trust.
Sometimes.
The problem is that many people use the words “joint venture” when what they really have is a securities offering.
Calling something a joint venture doesn’t make it one.
If everyone is actively involved in managing the business, sharing decisions, contributing expertise, and acting like true partners, a joint venture may be exactly the right structure.
But if one person contributes money while someone else runs the entire investment, securities laws may still apply regardless of what you call it.
The name doesn’t determine the legal analysis.
The relationship does.
The answer depends on the exemption the fund uses. Under Regulation D, a Rule 506(c) fund is limited to accredited investors whose status is verified, while a Rule 506(b) fund can include a limited number of non-accredited but sophisticated investors, without public marketing. Investor eligibility isn’t just a formality – getting it wrong can undermine the exemption the whole fund relies on. Managers often have assumptions about who they can bring in that don’t hold up, so it’s one of the first things worth reviewing against the facts of the raise.
Manager economics usually combine a management fee and a performance allocation, often described as something like “two and twenty,” though actual terms vary widely. These get set in the fund’s governing documents. Two things matter here. First, the economics have to work for the manager without being so heavy that investors won’t commit. Second, performance-based fees carry their own rules – in some situations a performance allocation is limited unless investors meet a higher net-worth bar. So the fee structure isn’t only a business decision; it has a regulatory side that should be reviewed.
That’s one of the biggest concerns sponsors have, especially on their first raise.
Putting together a private offering is an investment, and nobody wants to spend money on legal work if the deal never gets off the ground.
That’s why we offer our Capital Raise Guarantee.
If you follow our process and your first offering doesn’t move forward, we’ll apply everything you’ve already paid toward your next offering. We treat it as a rewrite. You won’t pay another legal fee until you’ve successfully completed a raise and come back with a new deal.
Our goal isn’t simply to produce documents.
Our goal is to help you build a successful capital-raising business. When you succeed, we expect you’ll come back for your second deal, your third deal, your fund, and beyond.
It depends on how the fund is built. Closed-ended funds usually lock capital until the end. Open-ended funds may allow redemptions, but those have to be structured carefully, because a manager who promises easy withdrawals can get squeezed when the money is tied up in assets. Redemption terms often include notice periods, gates, or limits that protect the fund and the remaining investors. The goal is to give investors a realistic path to liquidity without forcing the manager to sell assets or pay out at the wrong time.
Most offerings include several core documents.
The Private Placement Memorandum explains the offering and discloses the risks.
The Operating Agreement establishes how the investment will be managed and how profits will be distributed.
The Subscription Agreement is how investors actually purchase their interests.
The Investor Questionnaire helps confirm eligibility under the securities laws.
Finally, we prepare your Form D and required state Blue Sky filings.
Every document has a different job, but they all work together.
The goal isn’t to create a stack of paperwork. It’s to create an offering that’s legally compliant, easy for investors to understand, and practical for you to operate.
Yes.
The right exemption depends on how you plan to raise money.
If you’re raising capital privately through existing relationships, a Rule 506(b) offering may make sense.
If you’re planning to advertise, speak publicly about the offering, use social media, podcasts, webinars, or paid advertising, you’ll usually be looking at Rule 506(c).
Neither exemption is “better.”
Each comes with different rules, different advantages, and different limitations.
One of the first things we’ll discuss is how you actually intend to find investors, because that usually determines which exemption fits your business.
The documents should reflect the actual strategy. A recurring complaint managers have is being quoted a fill-in-the-blank PPM that doesn’t match how their fund really works. That’s a real problem, because the disclosures and fund mechanics are where a strategy’s specific risks live – valuation for hard-to-price assets, leverage, redemptions, and conflicts where the manager also trades personally. A private fund built on a template tends to create gaps that show up exactly when a manager doesn’t want them to. The aim is documents that fit the fund, not documents that merely exist.
Yes, and it’s one of the more useful parts of the conversation. Preferred returns, waterfalls, promote, and management fees all get set in the operating agreement, and small choices there change how a deal actually feels to run. The goal is usually two things at once: terms fair enough that investors will commit, and enough flexibility that the sponsor isn’t boxed in when reality doesn’t match the proforma. It helps to think through the tradeoffs before drafting rather than signing off on a template split and finding the problem later.Yes, and it’s one of the more useful parts of the conversation. Preferred returns, waterfalls, promote, and management fees all get set in the operating agreement, and small choices there change how a deal actually feels to run. The goal is usually two things at once: terms fair enough that investors will commit, and enough flexibility that the sponsor isn’t boxed in when reality doesn’t match the proforma. It helps to think through the tradeoffs before drafting rather than signing off on a template split and finding the problem later.
No.
And that’s actually good for you.
Our job is to represent your interests.
If we were also bringing investors into the transaction, we’d have relationships on both sides of the table. That creates competing loyalties. Investors may wonder whether we’re looking out for them. You may wonder whether we’re giving you completely independent advice.
We’d rather avoid that conflict entirely.
Our role is to help you structure the offering, prepare the legal documents, guide you through the securities laws, and protect your interests as the sponsor.
That allows us to give you advice that’s based on what’s best for you, not on preserving a relationship with one of your investors.
Most clients are investor-ready in about two weeks.
The timeline depends on how quickly we receive information from you and whether you’re raising money for a straightforward syndication or a more complex investment fund.
Our process is designed to move quickly without cutting corners.
We’d rather spend a little extra time getting the structure right than rush documents that create problems once investors start asking questions.
The first step is a short introductory call.
We’ll learn about your project, where you are in the process, how you’re planning to raise money, and whether it looks like we’re the right fit.
If you’re ready to move forward, here’s what usually happens next:
If you’re not ready yet, that’s perfectly fine.
We’ll usually tell you what we think should happen first so you can spend your time and money where they’ll have the biggest impact.
Because that’s the way I’d want to hire an attorney.
When you’re billed by the hour, every phone call, every email, and every question can feel like the meter is running. Clients sometimes hesitate to ask questions because they’re worried about the bill.
That’s not a great relationship.
With a fixed fee, our incentives are aligned. Your goal is to get your offering done correctly and move on to raising capital. Our goal is exactly the same.
It also gives you certainty. Before we start, you’ll know exactly what your legal fees will be. You won’t get a surprise invoice because the project took longer than expected or because you called with a few extra questions.
Just as importantly, we want you to ask questions. A successful offering isn’t just about drafting documents. It’s about making sure you understand the structure, the securities laws, and the practical decisions you’ll face as you raise capital. If something isn’t clear, we’d rather you call than guess.
We’ve developed a repeatable process for private offerings over many years. Because we do this work every day, we can usually estimate the time involved very accurately. That allows us to offer a fixed fee with confidence while still delivering high-quality work.
The only time the fee changes is if the scope of the project changes. For example, if a single-asset syndication becomes an investment fund halfway through the engagement, or you decide to add a completely new entity or offering structure, we’ll discuss that with you before doing the additional work. There are no surprises.
Our goal is simple: deliver exceptional work, be available when you need us, and let you focus on raising capital instead of watching the clock.
