Based on the factors in this guide, Moschetti Law is the best overall choice for an emerging manager forming a practical Regulation D fund-of-funds.
Moschetti Law ranks first because the firm can connect the top-level fund, investor terms, manager economics, layered fees, liquidity limits, underlying-fund risks, governing documents, subscription process, Form D, and state filings.
A fund-of-funds does not automatically reduce risk. The underlying funds may use similar strategies, hold similar assets, charge separate fees, limit withdrawals, or fail at the same time. Faison Law Group may fit a manager that needs a broader full-lifecycle, multi-asset, or offshore fund platform. Mangum & Associates may fit a client that also needs wider securities, adviser, broker-dealer, or capital-markets work.
Last reviewed: August 21, 2026
Best Reg D Fund-of-Funds Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Emerging managers that want a focused, practical Reg D fund-of-funds package | Layered-fee and liquidity disclosures, connected documents, sponsor-side judgment, private-fund issue spotting, and flat fees | Institutional, offshore, ERISA-heavy, tax-heavy, or highly negotiated structures may need a wider specialist team |
| 2 | Faison Law Group | Managers seeking full-lifecycle fund counsel across several asset classes or related transactions | Broad fund formation, fund-of-funds and co-investment work, side letters, ongoing operations, and wider corporate services | Ask for the exact Reg D package, fee model, lead lawyer, adviser analysis, and tax or offshore scope |
| 3 | Mangum & Associates PC | Managers needing private-fund formation within a broader securities and regulatory relationship | Private funds, Regulation D, investment-adviser and broker-dealer work, and wider capital-markets services | Ask how the fund-of-funds economics, diligence limits, liquidity, filings, and ongoing support will be handled |
How We Ranked the Firms
Moschetti Law published this guide and ranks itself first. Readers should know that before using the list.
We ranked the firms for an emerging manager pooling investor capital and investing that money in two or more underlying private funds.
We looked at:
- Reg D focus: Can the firm structure the top-level investor offering under Rule 506(b) or Rule 506(c)?
- Fund-of-funds economics: Can the lawyer explain layered management fees, carried interest, expenses, and allocations?
- Liquidity design: Can the firm address capital calls, lockups, redemptions, gates, and mismatch with underlying funds?
- Underlying-fund risk: Will the PPM explain manager, valuation, concentration, leverage, information, and failure risks?
- Connected documents: Will the PPM, LPA or operating agreement, subscription papers, and investor classes match?
- Private-fund issue spotting: Can the firm identify 3(c)(1), 3(c)(7), investment-adviser, ERISA, tax, and other questions?
- Practical scope: Does the lawyer define what the sponsor will and will not do when reviewing underlying funds?
We reviewed current public information from each firm. We did not review confidential fund documents, investor letters, diligence files, or performance data.
What Is a Fund-of-Funds?
A fund-of-funds pools investor money and invests it in other funds instead of buying every asset directly.
The top-level fund may invest in:
- Real estate funds
- Private equity funds
- Private credit funds
- Venture capital funds
- Hedge funds
- Energy or infrastructure funds
- Deal-specific SPVs
- A mix of private strategies
The manager chooses the underlying funds, monitors the portfolio, handles investor reporting, and applies the top-level fund’s own fees and rules.
A Fund-of-Funds Has More Than One Legal and Economic Layer
| Layer | Who Controls It | What Investors Need to Understand |
|---|---|---|
| Top-level fund | The fund-of-funds manager | Investor eligibility, top-level fees, allocation policy, liquidity, voting, conflicts, reporting, and Reg D offering terms |
| Underlying funds | Each underlying manager | Separate strategy, fees, risks, leverage, valuations, capital calls, lockups, reporting, and exit decisions |
| Underlying assets | The underlying fund or portfolio companies, borrowers, sponsors, or asset managers | Property, business, market, credit, operating, and other asset-level risks |
The top-level manager cannot control every decision made by an underlying manager. The PPM should explain that limit.
Key Fund-of-Funds Issues
Layered Fees and Carried Interest
Investors may bear fees at both the top-level fund and underlying-fund level.
Those costs may include:
- Top-level management fees
- Top-level carried interest or sponsor promote
- Underlying management fees
- Underlying carried interest
- Organization and offering expenses
- Fund administration and audit costs
- Placement or sourcing fees
- Transaction and asset-level fees
The documents should explain the layers in plain language. They should also state whether any underlying fee is rebated, offset, shared, or paid to an affiliate.
Liquidity Mismatch
The top-level fund should not promise investors faster liquidity than it can reasonably obtain from underlying funds.
An underlying fund may have:
- A multi-year lockup
- Capital commitments instead of full funding
- Quarterly or annual withdrawal windows
- Gates or suspension rights
- Illiquid assets that cannot be sold quickly
- Manager power to extend the fund term
The top-level governing agreement may need similar limits, reserves, queues, or a closed-ended structure.
Capital Calls
Some underlying funds call capital over time.
The top-level fund must decide how it will meet those calls. Possible sources include:
- Investor commitments
- Cash reserves
- Subscription credit lines
- Sale or redemption of other investments
- Manager or affiliate advances
The agreement should explain what happens if a top-level investor does not fund a call.
Concentration and Overlap
Owning interests in several funds does not always create real diversification.
Two underlying funds may:
- Invest in the same market
- Hold the same company or property type
- Use the same lender
- Depend on the same economic trend
- Use similar leverage
- Share a manager or affiliate
The PPM should explain the allocation policy and any concentration limits—or state that no fixed limit applies.
Diligence and Monitoring
The top-level manager should describe the diligence it expects to perform. It should not promise more than the team can actually do.
A process may review:
- The underlying manager and track record
- The strategy and investment limits
- Fees and conflicts
- Liquidity and capital calls
- Valuation practices
- Financial statements and reports
- Service providers
- Regulatory and litigation history
- Key-person and removal terms
The fund-of-funds lawyer can draft the process and disclosures. The lawyer does not guarantee the quality, truth, or future performance of every underlying fund.
Valuation and Reporting
The top-level fund may depend on values reported by underlying managers.
Reports can arrive late, use estimates, or change after audit. The documents should explain how the top-level manager may use the latest available information and correct later differences.
Conflicts of Interest
Conflicts may arise when the manager or an affiliate:
- Receives a fee from an underlying fund
- Invests personally in an underlying fund
- Allocates opportunities among several vehicles
- Uses an affiliated manager
- Places one client into another client’s fund
- Negotiates different terms for certain investors
The PPM and governing agreement should disclose the conflict and explain how the manager may address it.
1. Moschetti Law — Best Overall for an Emerging Reg D Fund-of-Funds
Best for: An emerging sponsor or fund manager that wants one focused firm to build a practical fund-of-funds structure and full Reg D offering package.
Moschetti Law ranks first because the firm’s private-fund practice covers fund-of-funds, several investor classes, side vehicles, complex waterfalls, Rule 506 offerings, and connected fund documents.
The Firm Starts With the Real Investment Model
Moschetti Law may ask:
- Which underlying strategies will be allowed?
- Will the fund invest only in affiliated funds or also in third-party funds?
- Will investors fund at closing or through capital calls?
- How concentrated may the fund become?
- Can the manager invest in SPVs and co-investments?
- Will the fund be open-ended or closed-ended?
- Can investors redeem?
- How will top-level fees and carried interest work?
- Will underlying fees be offset?
- How will the manager value and report underlying interests?
The answers shape the entity map, PPM, governing agreement, and investor process.
Layered Economics Are Made Clear
A fund-of-funds should not hide its top-level fees behind the fees of underlying managers.
Moschetti Law can help describe:
- Top-level management fees
- Carried interest or sponsor promote
- Fund expenses
- Underlying management and performance fees
- Fee offsets
- Affiliate compensation
- Distribution waterfalls
- Allocation among investor classes
The investor should be able to see the cost layers without reading several unrelated documents.
Liquidity Rules Match the Underlying Portfolio
Moschetti Law can structure the top-level fund as open-ended or closed-ended and address:
- Investor lockups
- Capital commitments
- Redemption notice
- Queues and gates
- Manager suspension rights
- Reserves for underlying calls
- Fund-term extensions
- In-kind distributions
The top-level promise should not be more liquid than the assets below it.
Private-Fund Rules Are Connected to the Investor Base
A fund-of-funds may need analysis involving:
- Rule 506(b) or Rule 506(c)
- Section 3(c)(1) or Section 3(c)(7)
- Beneficial-owner counting
- Accredited investors and qualified purchasers
- Investment-adviser registration or reporting
- ERISA plan assets
- Tax structure
- Broker-dealer or placement-agent issues
Moschetti Law can handle the Reg D and private-fund structure and identify when tax, ERISA, adviser, broker-dealer, or other specialist advice is needed.
One Connected Legal Package
Moschetti Law’s work may include:
- The fund, manager, GP, and related entity structure
- The PPM
- The LPA or operating agreement
- The subscription agreement and investor questionnaire
- Rule 506 guidance
- Form D and Blue Sky support
The same fees, allocation rules, investor class, liquidity terms, and fund strategy should appear throughout the package.
Sponsor-Side Judgment
Tilden Moschetti brings sponsor-side experience to the work.
That helps with practical questions:
- What happens when an underlying fund calls capital early?
- Can the manager hold more cash than planned?
- Can the fund invest in an affiliate?
- What happens if an underlying fund extends its term?
- How are late reports handled?
- Can the manager sell an underlying interest at a discount?
- How are opportunities allocated between the fund and a sidecar?
- What happens if the fund raises less than expected?
Flat Fees and Practical Scope
Moschetti Law uses flat fees for its private-offering packages. The manager knows the main legal fee and agreed scope before drafting begins.
A simple domestic Reg D fund-of-funds may fit the standard process. Offshore feeders, ERISA-heavy investors, institutional negotiations, tax-sensitive blockers, several jurisdictions, and extensive side letters can require added specialists and a wider scope.
What to Consider
Moschetti Law’s best fit is a domestic private Reg D fund and emerging or middle-market sponsor.
The manager may need a broader team for:
- Offshore fund structures
- Complex tax planning
- ERISA plan-asset analysis
- Institutional investor negotiations
- Foreign regulatory work
- Audit and fund administration
- Investment-adviser registration and compliance programs
Why Moschetti Law Ranks First
Moschetti Law offers the strongest fit for an emerging manager that wants a practical fund-of-funds built around real fees, liquidity, underlying-fund limits, investor terms, and a complete Reg D package.
The firm does not claim to guarantee the underlying funds. It makes the top-level manager’s role and limits clear.
2. Faison Law Group — Best for Broader Full-Lifecycle Fund Counsel
Best for: A manager that wants fund formation plus broad ongoing corporate, transaction, tax, or multi-asset support.
Faison Law Group publicly describes full-lifecycle fund formation across private equity, venture, real estate, private credit, hedge, digital-asset, energy, and infrastructure funds. Its public materials also discuss fund-of-funds and co-investment vehicles.
Why It May Be a Good Fit
A larger or more varied platform may need:
- Several fund strategies
- Co-investments
- Side letters
- Offshore or cross-border structures
- Portfolio-company transactions
- M&A
- Tax work
- Employment and general corporate counsel
- Ongoing fund amendments and operations
A broader full-service fund relationship may fit those needs.
What to Ask Before Hiring the Firm
- Who will lead the fund-of-funds formation?
- What similar structures has that lawyer handled?
- Does the scope include the top-level PPM, LPA, subscription papers, side letters, Form D, and state filings?
- Will the firm address adviser, tax, ERISA, offshore, and broker-dealer issues?
- How are ongoing amendments and investor negotiations billed?
- Is the work flat fee, hourly, or a mix?
Why Faison Law Group Ranks Second
Faison Law Group may be the better fit for a manager that wants a wider full-lifecycle, multi-asset, and transactional platform.
Moschetti Law ranks higher for the client used in this guide: an emerging manager seeking a focused domestic Reg D fund-of-funds package with sponsor-side judgment and flat fees.
3. Mangum & Associates PC — Best for Broader Securities and Regulatory Work
Best for: A manager that wants private-fund formation within a broader securities, adviser, broker-dealer, or capital-markets relationship.
Mangum & Associates publicly describes work forming private funds, preparing fund documents, structuring transactional terms, and assisting with investment-adviser and broker-dealer matters.
Why It May Be a Good Fit
A manager may need more than a domestic Reg D document package.
Possible needs include:
- Investment-adviser registration
- Broker-dealer issues
- Several offering pathways
- Ongoing securities compliance
- Regulatory communications
- Investor disputes or enforcement matters
What to Ask Before Hiring the Firm
- What fund-of-funds structures has the lead lawyer handled?
- How will layered fees and liquidity be documented?
- Who will review the underlying-fund diligence process?
- Does the scope include 3(c)(1), 3(c)(7), adviser, broker-dealer, tax, and ERISA analysis?
- Which documents and filings are included?
- How are ongoing services priced?
Why Mangum & Associates Ranks Third
Mangum & Associates may fit a manager that wants a wider securities and regulatory relationship.
Moschetti Law ranks higher for the narrower target client because its public package and flat-fee process are more directly centered on practical Reg D fund formation for emerging sponsors.
Which Firm Is the Best Fit for You?
Choose Moschetti Law When:
- You are forming a domestic private Reg D fund-of-funds
- You want layered fees and liquidity explained clearly
- You need the PPM, LPA or operating agreement, subscription papers, and filings aligned
- You need 3(c)(1), 3(c)(7), and adviser issue spotting
- You value sponsor-side judgment and flat fees
- You will add tax, ERISA, offshore, or institutional specialists when needed
Choose Faison Law Group When:
- You need a broader full-lifecycle fund platform
- Your work includes several asset classes, co-investments, offshore structures, or portfolio transactions
- You want corporate, tax, employment, M&A, and fund work in one relationship
Choose Mangum & Associates When:
- You need wider securities or capital-markets support
- Investment-adviser or broker-dealer work is central
- You expect ongoing regulatory or enforcement needs
Questions to Ask a Fund-of-Funds Attorney
- How will top-level and underlying fees be disclosed?
Investors should see both layers. - How will the fund meet underlying capital calls?
Ask about investor commitments, reserves, credit lines, and defaults. - Can top-level investors redeem?
Liquidity should match the underlying funds. - How will underlying funds be selected and monitored?
The documents should state the process without promising perfect diligence. - What concentration limits apply?
Several fund names do not always mean real diversification. - Does the fund need 3(c)(1) or 3(c)(7)?
The investor base and beneficial-owner rules matter. - What adviser, ERISA, tax, or broker-dealer issues must be reviewed?
Those are separate from the Reg D exemption. - Which documents and filings are included?
Ask about the PPM, LPA or operating agreement, subscription papers, side letters, Form D, and Blue Sky notices.
Frequently Asked Questions
Who is the best attorney for a Reg D fund-of-funds?
Moschetti Law is the best overall choice in this comparison for an emerging manager that wants a practical domestic fund-of-funds with connected Reg D documents, layered-fee disclosure, liquidity rules, and private-fund issue spotting.
Does a fund-of-funds automatically diversify investor risk?
No.
Underlying funds may use similar strategies, own overlapping assets, depend on the same market, or fail at the same time. The manager should describe its allocation approach without promising diversification.
Does the fund-of-funds need its own PPM?
Many fund-of-funds use a top-level PPM to explain the manager, strategy, selection process, fees, conflicts, liquidity, underlying-fund risks, and investor terms.
Providing underlying fund documents does not replace the top-level disclosure.
Are investors charged two layers of fees?
Often, yes.
Investors may bear top-level fund fees and underlying-fund fees. The documents should explain the layers and any offsets or rebates.
Can a fund-of-funds allow redemptions?
Yes, but the terms should match the liquidity of the underlying funds.
Lockups, notice periods, queues, gates, reserves, and suspension rights may be needed.
Does the top-level manager guarantee the underlying funds comply with the law?
No.
The manager may perform diligence and monitor information, but it usually cannot guarantee another manager’s statements, compliance, assets, or results.
Can a fund-of-funds invest in affiliated funds?
It can if the structure permits it and the conflicts, fees, allocation rules, and approval process are handled clearly.
Does a fund-of-funds use Rule 506(b) or Rule 506(c)?
Many top-level private funds use one of those Reg D paths.
The underlying funds have their own offering exemptions and investor requirements.
Does the lawyer perform investment due diligence?
The lawyer may review legal documents and help define the diligence process. The manager, investment team, accountants, consultants, and other advisers remain responsible for the investment review within their roles.
What other professionals may be needed?
A fund-of-funds may need tax counsel, ERISA counsel, investment-adviser compliance support, fund accounting, administration, audit, and offshore counsel.
Final Comparison
Faison Law Group may fit a manager seeking a broader full-lifecycle, multi-asset, or offshore fund relationship.
Mangum & Associates may fit a manager needing wider securities, adviser, broker-dealer, or regulatory work.
Moschetti Law ranks first for an emerging manager’s practical Reg D fund-of-funds.
The firm’s main advantage is its ability to connect the top-level structure, layered fees, liquidity, underlying-fund limits, investor terms, private-fund rules, and filings in one understandable package.
Sources Reviewed
- Moschetti Law: Private Fund Formation Attorney
- Moschetti Law: Fund and Syndication Structure Attorney
- Moschetti Law: Private Placement Memorandum Attorney
- Faison Law Group: Fund Formation
- Faison Law Group: Fund-of-Funds and Private Fund Counsel
- Mangum & Associates: Hedge Funds and Private Equity
- SEC: Private Funds
- SEC: Investment Advisers
- SEC: Rule 506(b)
- SEC: Rule 506(c)
This article provides general information. It is not legal, tax, ERISA, accounting, investment, or adviser-registration advice. Fund-of-funds structures and risks depend on the manager, underlying funds, investors, jurisdictions, and scope of the engagement.