Fund Legal Services

Our experienced fund attorneys partner with fund managers to structure legally compliant investment funds—from fund-of-funds to private equity and beyond. We prepare private placement memorandums (PPMs), operating agreements, limited partnership agreements, subscription documents, and handle Regulation D and state filings, so you can raise capital with confidence.

Private Placement Memorandums and Subscription Booklets

As your trusted fund attorneys, we draft bulletproof PPMs and subscription packages that define the deal, outline risks, and protect investor rights. Our documents keep you compliant with securities laws while building investor trust—your legal shields, designed to defend you.

Operating Agreements and Limited Partnership Agreements

Our fund attorneys create customized governing documents that form the foundation of your entity. We define how your business operates, distributes profits, and makes decisions—protecting you, aligning your team, and meeting investor expectations.

Federal and State Blue Sky Securities Filings

Stay on the SEC’s good side. We handle all required securities filings, including Reg D and state-level Blue Sky filings, so your offering is compliant in every jurisdiction you raise capital. No missed deadlines. No legal gaps.

Fund Legal Services Frequently Asked Questions

1. What’s the difference between a private fund and a public fund?

Private funds are offered under exemptions from registration, typically under Regulation D. They’re often used for hedge funds, private equity, venture capital, or real estate. Public funds, on the other hand, are registered with the SEC and available to the broader public, like mutual funds or ETFs, and come with heavier compliance requirements.

2. What types of private funds can I create?

You can launch various types of funds, including real estate funds, fund of funds, venture capital funds, debt funds, and income-focused vehicles. We’ll help you determine the right structure for your strategy, target investor base, and long-term goals.

3. What documents are needed to start a fund?

At a minimum, you’ll need:

Private Placement Memorandum (PPM)
Limited Partnership Agreement or Operating Agreement
Subscription Agreement
Investor Questionnaire
Federal and State Securities Filings (Form D + Blue Sky)
RaiseLaw drafts everything, customized to your fund model, risk profile, and investor needs.

4. What are the key compliance issues for private funds?

The biggest risks come from crossing the line into broker-dealer territory, giving individualized investment advice, or triggering registration under the Investment Company Act. We design your fund to avoid these pitfalls and keep you operating legally and efficiently.

5. How does RaiseLaw help fund managers?

We build the full legal infrastructure for your fund, from entity formation to regulatory filings. But beyond the legal docs, we help you think through strategy, structure, investor flow, and risk, because we’ve built and raised capital for our own funds, too.

6. What’s the Investment Company Act, and why does it matter?

The Investment Company Act of 1940 governs the operation of pooled investment vehicles. Most private funds avoid registration by qualifying for an exemption (like 3(c)(1) or 3(c)(7)). If your fund structure doesn’t fit those boxes, you could face serious regulatory scrutiny, which is why getting the setup right is crucial.

7. Can I advertise my fund to the public?

Only if you’re operating under Rule 506(c), which allows general solicitation, but requires every investor to be verified as accredited. Most fund managers choose this route when they have a strong online presence and need to scale quickly.

8. What’s Form ADV and who needs to file it?

Form ADV is a required disclosure for Registered Investment Advisers (RIAs). If your fund offers individualized investment advice or multiple investment options, you may trigger RIA registration. We’ll help you avoid registration (if that’s your goal) or guide you through the process if you do need it.

9. What happens if I don’t comply with securities law?

Fund Foundations 101