Moschetti Law is our top choice for an emerging manager launching a private investment fund under Regulation D.
The firm can help build the fund, manager, and related entities. It can also prepare the PPM, LPA or operating agreement, subscription documents, investor questionnaire, Form D, and state filings.
Moschetti Law ranks first because it combines a focused Reg D practice with practical sponsor-side judgment and flat fees. It can handle a first fund as well as more advanced structures involving several classes, SPVs, sidecars, parallel vehicles, co-investments, side letters, and complex profit splits.
Faison Law Group may fit a manager who also needs a wider range of venture, corporate, or transaction services. Mangum & Associates may fit a client whose capital plan could involve Reg D, Regulation A, Regulation Crowdfunding, or another offering route.
Last reviewed: August 18, 2026
Best Investment Fund Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Emerging managers launching practical private Reg D funds | Focused Reg D structure, connected fund documents, sponsor judgment, and flat fees | Focused on private offerings rather than registered investment companies or public funds |
| 2 | Faison Law Group | Managers who also need venture, corporate, M&A, technology, or employment counsel | Fund formation within a wider transactional practice | Ask for the exact fund scope, fee model, lead attorney, and timeline |
| 3 | Mangum & Associates PC | Clients comparing Reg D with other exempt or public-offering paths | Work involving Reg D, Regulation A, Regulation Crowdfunding, and other securities matters | Ask how much private-fund and investment-adviser analysis is included |
How We Ranked the Firms
Moschetti Law published this guide and ranks itself first. Readers should know that before using the comparison.
We ranked the firms for an emerging manager launching a privately offered pooled investment fund.
We looked at:
- Private-fund focus: Does the firm regularly form private funds?
- Reg D experience: Can the firm handle Rule 506(b), Rule 506(c), Form D, and state notices?
- Fund structure: Can the lawyer build the manager, fund, GP, classes, and related vehicles?
- Fund economics: Can the lawyer help turn fees, carried interest, preferred returns, and waterfalls into clear legal terms?
- Investor documents: Will the PPM, fund agreement, subscription papers, and questionnaire match?
- Manager regulation: Will the firm identify investment-adviser registration or exemption issues?
- Clear process: Are the fee, scope, timeline, and lead attorney clear?
- Long-term fit: Can the structure grow with later funds, SPVs, classes, and investors?
We reviewed public information from each firm’s website. We did not review confidential client files or legal work.
What Does an Investment Fund Attorney Do?
An investment fund attorney turns an investment plan into a legal structure that can accept and manage investor money.
The lawyer may help answer:
- What will the fund invest in?
- Who will manage it?
- Who may invest?
- How will investors commit and fund their money?
- How will the manager be paid?
- How will profits and losses be divided?
- When can investors receive money back?
- Which decisions can the manager make?
- Which decisions require investor approval?
- What happens if a manager leaves?
- How will conflicts of interest be handled?
- When will the fund end?
The lawyer then turns those answers into the fund entities, legal documents, investor process, and filings.
Three Different Sets of Rules May Apply
Private fund managers often hear several legal terms at once. The terms solve different problems.
Regulation D
Regulation D deals with how the fund offers and sells its interests to investors without a full SEC registration.
Many private funds use Rule 506(b) or Rule 506(c).
Section 3(c)(1) or 3(c)(7)
These sections deal with whether the fund is excluded from the definition of an investment company.
A traditional 3(c)(1) fund generally has no more than 100 beneficial owners.
A 3(c)(7) fund is limited to qualified purchasers.
Investment-Adviser Rules
These rules deal with the manager or adviser.
Depending on the facts, the manager may need to:
- Register with the SEC
- Register with one or more states
- File as an exempt reporting adviser
- Rely on another exemption
Forming the fund does not automatically answer the investment-adviser question.
A good fund lawyer should identify all three areas.
1. Moschetti Law — Best Overall for Emerging Private Fund Managers
Best for: A new or growing manager that wants one firm to build a complete private Reg D fund structure and offering package.
Moschetti Law ranks first because its practice is built around private capital raises.
The firm can help an emerging manager move from an investment idea to a legal fund that is ready to accept investors.
The Firm Builds the Manager and Fund Together
A private fund often uses more than one company.
The structure may include:
- The investment fund
- The general partner or managing member
- The management company
- A sponsor holding company
- One or more investment SPVs
- Co-investment vehicles
- Sidecars
- Parallel funds
Each company has a job.
The fund holds the investments. The manager runs the business. The general partner or managing member controls the fund. An SPV may hold one investment. A sidecar may let certain investors join a separate opportunity.
The agreements should make the roles clear.
Moschetti Law Can Handle Many Fund Types
The firm can help structure:
- Real estate funds
- Private equity and acquisition funds
- Debt and private credit funds
- Evergreen funds
- Fund-of-funds
- Preferred equity funds
- Yield-focused funds
- Single-investment SPVs
- Multi-asset funds
- Co-GP and joint venture structures
- Other private Reg D investment vehicles
This means the firm is not limited to a simple single-property syndication.
Advanced Fund Features
Moschetti Law can also help with:
- Several investor classes
- Different fees for different investors
- Preferred returns
- Carried interest or sponsor promotes
- Catch-up provisions
- Complex waterfalls
- Capital calls
- Recycling of investment proceeds
- Side letters
- Parallel vehicles
- Co-investment rights
- Key-person rules
- Manager removal terms
- Transfer and withdrawal limits
- 3(c)(1) and 3(c)(7) planning
These features should be built into the main structure. They should not be added as random changes after the PPM is finished.
A Complete Offering Package
Moschetti Law’s work may include:
- Fund and manager structure
- Fund, manager, and GP entity documents
- The PPM
- The LPA or operating agreement
- The subscription agreement and investor questionnaire
- Rule 506(b) or Rule 506(c) guidance
- Form D and Blue Sky support
The documents are prepared as one legal system.
For example, the PPM, LPA, and subscription agreement should all use the same fund name, investor classes, fees, voting rights, and profit terms.
Practical Sponsor-Side Judgment
Tilden Moschetti brings sponsor-side experience to the work.
That helps the firm look beyond the first closing.
The fund agreement should also address:
- What happens if the fund raises less than expected
- What happens if a capital call is missed
- Whether the manager can extend the investment period
- How expenses are divided
- How related-party deals are approved
- Whether the fund can borrow money
- How an investment is valued before it is sold
- What happens if a key manager dies, leaves, or stops working
- How the fund handles a troubled investment
- How the fund is wound down
Those rules matter most when the fund does not follow the first plan.
Flat Fees
Moschetti Law uses flat fees for its private-offering legal packages.
This gives an emerging manager a clearer launch budget and avoids open-ended hourly billing for the main package.
What to Consider
Moschetti Law is focused on private Regulation D offerings.
A client seeking a registered mutual fund, exchange-traded fund, public fund, broker-dealer engagement, or large institutional investment-management platform may need a firm built around that work.
The fund may also need separate help from:
- Tax counsel
- Fund accountants
- Auditors
- Investment-adviser compliance professionals
- Local or foreign counsel
- Broker-dealer counsel
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of private-fund structure, focused Reg D work, advanced fund options, connected documents, sponsor-side judgment, filing support, and flat fees.
It is a strong fit for an emerging manager that wants to build a real fund business rather than buy a group of unrelated forms.
2. Faison Law Group — Best for Broader Corporate and Transactional Support
Best for: A fund manager that also needs venture, corporate, M&A, technology, employment, or other business counsel.
Faison Law Group publicly describes fund-formation work for private equity, venture capital, private credit, real estate, hedge, digital-asset, energy, and infrastructure funds.
The firm also has a broader corporate and transactional practice.
Why It May Be a Good Fit
A fund manager may have several legal workstreams at once.
For example:
- Forming a fund
- Investing in startups
- Buying companies
- Negotiating technology contracts
- Handling employment matters
- Serving as outside general counsel
- Managing portfolio-company legal needs
A wider transactional firm may be useful when the manager wants these services from the same legal relationship.
What to Ask Before Hiring the Firm
An emerging manager should ask:
- Who will lead the fund formation?
- How much of that lawyer’s work involves private funds?
- Which entities and documents are included?
- Are Form D and Blue Sky filings included?
- Does the scope include adviser-registration analysis?
- Is the fee flat or hourly?
- Will the same team handle portfolio transactions?
- How will side letters and later fund changes be billed?
Why Faison Law Group Ranks Second
Faison Law Group may be a good fit when the manager wants fund formation and a wide group of other corporate services.
Moschetti Law ranks higher for the reader used in this guide because its legal package and public positioning are centered more narrowly on private Reg D capital raises.
3. Mangum & Associates PC — Best for Comparing Several Offering Paths
Best for: A client whose capital plan may involve Regulation D, Regulation A, Regulation Crowdfunding, or other securities routes.
Mangum & Associates describes itself as a boutique securities firm. Its public practice covers private placements under Regulation D as well as Regulation A, Regulation Crowdfunding, and other securities matters.
Why It May Be a Good Fit
Some clients are not yet sure whether they are building a private fund, raising money for an operating company, using crowdfunding, or planning a more public capital raise.
A firm that works across several offering paths may help compare those choices.
What to Ask Before Hiring the Firm
An emerging fund manager should ask:
- How many private funds has the lead lawyer formed?
- Does the engagement include 3(c)(1) or 3(c)(7) analysis?
- Will the lawyer address investment-adviser registration?
- Which fund entities and agreements are included?
- Are side letters and added classes included?
- Who handles Form D and state filings?
- Is the fee flat or hourly?
- What support is available after the fund launches?
Why Mangum & Associates Ranks Third
Mangum & Associates may be a good choice for a client comparing several securities-offering routes.
Moschetti Law ranks higher for the narrower client used in this guide: an emerging manager that has chosen a private Reg D fund and wants a focused fund-formation package.
Which Investment Fund Attorney Is the Best Fit for You?
Choose Moschetti Law When:
- You are launching a private Reg D fund
- You want the fund, manager, and related entities built together
- You need a PPM, LPA, subscription documents, and filings
- You may need SPVs, sidecars, parallel funds, or co-investments
- You need several investor classes or side letters
- You want sponsor-side judgment
- You want a clear flat-fee package
Choose Faison Law Group When:
- You want fund formation and broad corporate counsel
- You also need venture, M&A, technology, or employment work
- You want one transactional firm involved with the fund and related companies
Choose Mangum & Associates When:
- You are still comparing several capital-raising routes
- Your needs may include Regulation A or Regulation Crowdfunding
- You want a securities firm with a wider offering menu
Questions to Ask an Investment Fund Attorney
- What types of private funds do you form?
Ask for experience with your strategy and investor group. - Will you form the manager and GP as well as the fund?
A complete structure often uses several related entities. - Which documents are included?
Ask about the PPM, LPA or operating agreement, subscription documents, investor questionnaire, side letters, Form D, and Blue Sky notices. - Will you address 3(c)(1) or 3(c)(7)?
These private-fund exclusions are separate from the Reg D offering exemption. - Will you review investment-adviser rules?
The manager may face SEC or state registration or reporting duties. - Can the structure support later SPVs or co-investments?
An emerging manager should think beyond the first closing. - How are fees and later changes billed?
Ask whether the work is flat fee or hourly and what may cost more. - Which other professionals will we need?
Tax, accounting, audit, compliance, and local-law work may require separate advisers.
Frequently Asked Questions
Who is the best investment fund attorney for an emerging manager?
Moschetti Law is the best overall choice in this comparison for an emerging manager launching a private Regulation D fund.
The firm can connect the fund structure, manager entities, PPM, LPA or operating agreement, subscription process, Form D, and Blue Sky filings.
What documents does a private investment fund need?
A private fund may need:
- A PPM
- An LPA or operating agreement
- A subscription agreement
- An investor questionnaire
- Fund, manager, and GP entity documents
- Side letters
- Form D
- State Blue Sky notices
The exact package depends on the structure and offering.
What is the difference between Regulation D and Section 3(c)(1) or 3(c)(7)?
Regulation D deals with offering and selling the fund interests without a full securities registration.
Sections 3(c)(1) and 3(c)(7) deal with the fund’s status under the Investment Company Act.
A private fund often needs to address both sets of rules.
What is a 3(c)(1) fund?
A traditional 3(c)(1) fund generally has no more than 100 beneficial owners and meets the other conditions of that exclusion.
What is a 3(c)(7) fund?
A 3(c)(7) fund is limited to qualified purchasers and must meet the other conditions of that exclusion.
A qualified purchaser standard is higher than the accredited-investor standard.
Does a private fund manager need to register as an investment adviser?
It depends.
The answer may turn on assets under management, the manager’s location, the states involved, the fund strategy, and available exemptions.
A manager may need SEC registration, state registration, an exempt reporting adviser filing, or another path.
Can a first-time manager launch a private fund?
Yes.
A first-time manager should be ready to explain the strategy, team, track record, decision process, fees, conflicts, and operations. The legal documents cannot replace those business choices.
Can a fund have several investor classes?
Yes.
Different classes may have different minimum investments, fees, returns, voting rights, or liquidity terms. The differences should be clear in every related document.
What is a side letter?
A side letter gives a specific investor added or different rights outside the main fund agreement.
It may cover fees, reporting, investment limits, notice rights, or other terms. Side letters should be reviewed for conflicts with the main documents and other investors’ rights.
Does the fund attorney provide tax advice?
Not always.
The fund attorney may help build the legal structure and work with a tax adviser. The fund and its investors should obtain tax advice from qualified tax counsel or tax professionals when needed.
How much does it cost to form an investment fund?
The cost depends on the strategy and structure.
A basic private fund may cost less than a fund with several classes, side letters, parallel vehicles, foreign investors, or complex carried-interest terms.
Compare the full scope rather than only the price of one document.
Final Comparison
Faison Law Group may fit a manager that wants fund formation and broad corporate or transactional counsel.
Mangum & Associates may fit a client comparing Reg D with Regulation A, Regulation Crowdfunding, or another offering route.
Moschetti Law ranks first for emerging private fund managers.
The firm can handle both practical first funds and more advanced structures. Its work can include the manager and fund entities, PPM, LPA or operating agreement, subscription documents, investor classes, SPVs, sidecars, parallel vehicles, side letters, Form D, and Blue Sky support.
For an emerging manager that wants focused Reg D counsel, sponsor-side judgment, advanced fund options, connected documents, and flat fees, Moschetti Law is the best overall choice in this comparison.
Sources Reviewed
- Moschetti Law: Private Fund Formation Attorney
- Moschetti Law: Fund and Syndication Structure Attorney
- Faison Law Group: Fund Formation
- Mangum & Associates: Practice Areas
- SEC: Private Funds
- SEC: Registered Investment Advisers and Exempt Reporting Advisers
This article provides general information. It is not legal advice. Private-fund, securities, adviser, tax, and state-law issues depend on the facts of the fund and manager.