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Tokens of Wisdom

Dave Rothschild

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Do you love investing? Ever thought about turning that passion into a business? Listen up to learn to navigate the legal loopholes in forming, launching, and running a private investment fund, including considerations unique to digital asset/crypto funds. Dave Rothschild is a partner at Cole-Frieman & Mallon, one of the country's premier boutique investment management law firms with deep experience in traditional assets, as well as esoteric asset classes like digital assets. For questions or ...
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The Camp Owners Podcast from Go Camp Pro - A space for camp owners to talk about the unique aspects of camp ownership and get inspired by each other. We sit down with camp industry experts, leaders and fellow camp owners to hear how the camp dream transpired for them, learn from each other and discuss some of the biggest issues in the private camp industry.
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The digital asset fund manager community is up in arms about the SEC’s latest shenanigans against Galois Capital, and I’m here to tell you; so am I! The SEC alleged three separate violations, and gave us zero helpful detail/analysis/guidance that might let other asset managers avoid similar acitons. Key Points From This Episode: What violations did…
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An episode all about the glorious topic of marketing decks for private funds. Almost every fund has one. Almost every lawyer’s brain explodes when reviewing them. Tune in today to learn all about why. Key Points From This Episode: What rules govern investment adviser/fund marketing? The Seven Deadly Sins. What’s an Endfoot? Common mistakes in marke…
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Quick hit today to remind investment advisers about the SEC’s pay-to-play rule; formally known as Advisers Act Rule 206(4)-5. You may have heard that there’s a little election coming up here in November, and you may be emptying the piggy bank in support of your candidates of choice. Before going too hog wild though, make sure you brush up on your p…
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Exciting times this month, as certain institutional investment managers are gifted a new regulatory filing requirement! Key Points From This Episode: What is Form N-PX? Who has to file it? What needs to be reported? What is the deadline? Disclaimer: This show is for informational purposes only. Nothing presented here constitutes legal advice. Token…
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On back-to-back days in late June, the US Supreme Court issued two decisions that reasserted judicial primacy in statutory interpretation and dealt a blow to executive authority. The cases were SEC vs Jarkesy and Loper Bright Enterprises v. Raimondo, and together they demonstrate a Supreme Court deeply skeptical of the administrative state and of a…
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Last summer, the Sunshine State passed into law a new private fund exemption for investment advisers operating in Florida. It went into effect on Oct 1 last year, and thus FL has belatedly joined the community of states taking a lighter regulatory stance toward private fund managers. Key Points From This Episode: Why this is great news for fund man…
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It’s not everyday that I do a podcast episode about super technical banking rules. It’s also not every day that the president vetoes bipartisan legislation in an election year. But here we are…. Key Points From This Episode: What is SAB 121? Why do crypto degens hate it? Why do ordinary Americans hate it? Why does Tony the Mechanic love it? Disclai…
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Big news today (June 5) as the 5th circuit court of appeals VACATED the SEC’s private fund adviser rule!! Go back and listen to Episode 21 if you want to waste your time hearing all the details of this now-defunct rule. Special Note: you may notice while listening to today’s episode that I mistakenly refer listeners to Episode 29 for my full PFAR b…
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Today’s episode is all about the government’s attempts to jam the square peg of crypto mixers Tornado Cash and Samourai Wallet into the round hole of unlicensed “money transmitters”. But to grasp the full story, we need to understand some basic terms. Like “money transmitter”. Key Points From This Episode: What are (were?) Tornado Cash and Samourai…
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Find full show notes and links at: https://gocamp.pro/ownerspod/season-4-recap Thanks for another great season of the Camp Owners Podcast! Here’s a special send-off from Howie and Kelly. On this last episode of The Camp Owners Podcast season 4, Howie and I are putting a wrap on the season. We are talking about some of our biggest takeaways from som…
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Last episode we dissected the SEC’s “venture capital fund” definition and discussed how, if an adviser manages only VC funds, there is no AUM ceiling on its ability to remain exempt from registration. If that same adviser manages money for any non-Venture capital fund, it has to register as an investment adviser once AUM hits $150mm. This can lead …
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Like I mentioned back in Episode 2, there are some down sides to relying on the private fund exemption – at the SEC level, the only “down” side is an AUM ceiling after which you have register (150mm…see ep 32). But many states require extra stuff if you’re managing any 3c1 funds: this varies by state, but many impose annual audit requirements and e…
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Find full show notes and links at: https://gocamp.pro/ownerspod/initiative Where has initiative gone on our teams and what can we do about it? We are really excited to have Emily Golinsky on the Podcast. Emily is a long-time camp professional, and now a trainer and consultant whom many of us in the industry are familiar with from Tri-State and othe…
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One of the underappreciated tasks a new fund manager needs to complete is its management company operating agreement. This is the agreement among the principals of the management company that controls how the entity is governed, how economics are split among the principals, etc. Key Points From This Episode: Why is it important to paper these agree…
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Find full show notes and links at: https://gocamp.pro/ownerspod/staff-engagement Staff Engagement is a HUGE part of the job of every full-time camp professional…even Camp Owners! While we have spent a good portion of the season on the various ownership and leadership models in the industry, we have decided to jump into a topic that is always on our…
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Recently, it seems like tokenizing things is all the rage. Everybody wants to talk about tokenizing real estate or art or securities or any other “real world asset”. Heck, even “RWA” has become a commonly understood acronym to describe things that exist in tangible form, as opposed to just digitally. Well, private investment funds are no different,…
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March Madness means something different for compliance professionals and investment management lawyers: it means a crush of ADV Amendments! Tune in to today’s episode for some nice bedtime listening about the ins and outs of one of the world’s least interesting regulatory filings. Key Points From This Episode: Who files a Form ADV? When are regular…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/next-gen What does the other side of succession look like? This season of the Camp Owners Podcast, we’ve been focusing a lot on the future. From AI, climate change and succession, we’ve been encouraging Camp Pros to think about the intentional decisio…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/full-time-pipeline No one becomes a director overnight. We’re grateful to have the opportunity to share the Camp Owner’s Podcast feed with our good friends over at the Day Camp Pod. In this episode, host Andy Pritikin speaks with Taking over an existi…
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What does My Cousin Vinny have to do with third party marketers? Tune in to today’s episode to find out! Hint: nothing. Key Points From This Episode: What makes My Cousin Vinny such a great movie? How can I pay my cousin commissions for selling interests in my fund? Why your cousin is unlikely to be moonlighting as a broker-dealer. Disclaimer: This…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/succession-2 Succession doesn’t have to be a family affair… When people think of succession, it’s easy to think of it being a familial thing - a director’s kids taking over the family camp and moving it into the next era. But what happens if your kids…
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A couple months ago, I did an episode discussing the Corporate Transparency and concluded that, while it’s annoying and kinda stinks, it’s not that big of a deal. Well, we’re now a couple weeks into the reign of the CTA and I’m back to tell you….I was wrong (kinda). Key Points From This Episode: Why CTA compliance might be annoying for your typical…
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Christmas is right around the corner, and that can only mean one thing: Dave’s year-end podcast episode!! As we say goodbye to 2023 and its rock-bottom crypto prices, let’s raise a glass to the future, and open an ear to a quick rundown of the year’s most significant crypto and fund storylines. Key Points From This Episode: Turning 2022’s frown ups…
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I talk to a lot of 1st time fund managers and one common mistake I hear is that they think the fund entity is their business. But it’s not. The fund is a passive investment vehicle. It might be the focus of your business; it might be your business’s only revenue source; it might take up almost all of your time; but your management company – not you…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/building-the-best-team Don’t just build it - grow it, sustain it, watch it thrive. All of us are constantly looking to make our teams better whether it's the addition of personnel who add fresh ideas, the re-organization of our team structure and role…
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Exciting (?) new law hits the books that will affect almost every business entity formed or operating in the United States! It’s the Corporate Transparency Act! Key Points From This Episode: What business entities are captured by the new law? What does the new law require? What is FinCEN? What kinds of entities are exempt from the CTA (hint, regist…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/future-proofing What are you doing to be intentional about AI, Climate Change and all the other things changing around our industry? Join Travis Allison, camp industry veteran and Co-Owner of Go Camp Pro, as he explores the future of camping in this e…
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Today we’re keeping the performance-based comp discussion going and looking at “Carried Interest” or “Carry” for short: performance-based compensation for closed-end funds – VC, PE, etc. One big structural difference from open-ended funds is that the GP typically doesn’t get performance-based comp on paper (i.e., unrealized) gains. For a refresher …
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Building off our last episode’s discussion of performance allocations and high water marks, today we’re tackling hurdle rates. If you need more background on today’s topic, listen to Episode 24 first. Key Points From This Episode: What is a Hurdle Rate and how does it work? (Not so) surprising fact about Olympic gold medals. Hard hurdle rate vs Sof…
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Find full links and show notes at: Find full show notes and links at: https://gocamp.pro/ownerspod/succession-2024 Let’s Thoughtfully Plan for the Future of Our Camps! We are thrilled to kick off this season of the Camp Owners Podcast with Steve and Susie Baskin from Camp Champions! Like everything they do, Steve and Susie have an extremely intenti…
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Today we’re talking all about High Water Marks in a hedge fund-style vehicle. Of course, to understand HWMs, first you need a basic understanding of how performance allocations work, so we start there. Key Points From This Episode: Basic performance allocation mechanics. What is a High Water Mark and how does it work? A few ways to make it more com…
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What’s a fund expense vs a manager expense? Fund managers are often curious about what expenses they will be responsible for, and what expenses the fund will cover itself. This is especially important for first-time managers forecasting cash needs for their new management company business. For the most part, if you accurately and fully disclose to …
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Feels like a lot has been happening in the crypto world lately, and while none of these stories/events is individually worthy of its own episode, everyone loves the occasional news roundup. So in this episode we take a quick ride through some recent newsworthy events affecting The Space. Key Points From This Episode: Grayscale’s court win. Financia…
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Big news in Private Fund Land, as the SEC Commissioners on voted August 23rd to adopt one of the more significant new private fund-specific rules in recent memory. This one was about 18 months in the making (the rule was first proposed in early 2022), and while the final rule pared back the most overreaching aspects of the proposal, it still has fa…
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If you’re a fund manager based outside the United States with no operations in the U.S., you may think American securities laws don’t extend to you. But if you’re seeking to raise capital from U.S. investors, you are wrong. As soon as you sell fund interests to even a single U.S. investor, you are selling securities in the United States (and you ne…
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By now you’ve all heard the great news coming out of the Southern District of New York: Ripple defeated the SEC!! This is, no doubt, an enormous win for Ripple and the crypto community writ large, but it’s not the end of the fight. And and some of the hot takes you read on Twitter (or Threads?) are…less than accurate. Shocking, I know. On today’s e…
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If you want early fireworks before the 4th tomorrow, listen to last week’s Unchained Podcast where Laura Shin “interviewed” Aaron Kaplan, co-CEO of Prometheum, and Paradigm Special Counsel Rodrigo Seira. I put “interview” in quotes because it’s more like she refereed a prize fight. Listen to that before you listen to this, then come back here and h…
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Armageddon or Salvation? Who knows! But everybody’s using AI all of a sudden, including fund managers in a variety of novel and interesting ways. Listen up for a handful of questions/observations from my recent experience. Mostly, make sure you’re thinking through the implications of any new technology you’re using. Key Points From This Episode: Be…
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SEC vs Binance on Monday. SEC vs Coinbase on Tuesday. What a week! The gloves are officially off, and the SEC is coming hard after the crypto titans. What does it all mean? You’ve come to the right place. Key Points From This Episode: Similarities (unregistered offerings galore!) and differences (fraud!) between the Binance and Coinbase allegations…
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Today’s show is all about decentralized autonomous organizations…DAOs! What are they? How do they work? Why you should probably learn the answers to the two prior questions before listening to this. Key Points From This Episode: High-level overview of the concept of a DAO. Dave’s Top 5 issues for fund managers to consider before touching DAO tokens…
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Let’s Train for Summer Fun! Today we are talking staff training and what our guest thinks staff need to learn this summer to be successful at your camp. We are happy to have Scott Arizala as resident expert and guest for today. - Thanks for listening! Do you read the show notes? Let us know - click the following link to receive 10% off a lifetime s…
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We have a super-sized episode for you today, and it’s different from our usual fare in more than just length. Last week, I invited Fizza Khan - CEO of Silver Regulatory Associates; Mike Fitzgerald – Managing Director and Global Head of Cap Intro at TD Cowen; and Malhar Oza – Senior Associate at CFM to join me for an in-person event discussing the S…
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In a less-than-stellar fundraising environment, some aspiring fund managers want to dip their toe into the fund waters by forming an SPV to invest in one high-conviction idea. An SPV in this context is just a “mini fund” - it’s an investment vehicle formed by a manager to pool capital from outside investors to make (usually) a single investment. Ke…
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Find full show notes and links at: https://gocamp.pro/ownerspod/kitchen-staff-and-the-culinary-experience Cooking in the Kitchen? Who knew it could be this fun! If you’ve been following the Camp Robindel social media over the past year you might have noticed a new trend in how they feature their kitchen staff and highlight their culinary experience…
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In a less-than-stellar fundraising environment, many aspiring fund managers want to dip their toe into the fund waters, without incurring the expense of a full fund offering. This is where an incubator fund might make sense, and that’s the topic of today’s episode. An incubator fund allows an aspiring manager to test an investment strategy and deve…
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Unfortunately, we have occasion for a topical episode today given all the news about bank failures and bank runs over the last week. In today’s episode we discuss a handful of front of mind considerations for fund managers navigating a world in which bank runs seem more plausible. Key Points From This Episode: Diversify banking relationships. Stay …
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Find full show notes and links at: https://gocamp.pro/ownerspod/belonging-for-trans-youth Camp is for Anyone and Everyone. Period. Today we are talking about how we can move from creating a place of “inclusion” at our summer camps to a place of “belonging” for trans youth campers. We are happy to have Chris Rehs-Dupin from Transplaining as our gues…
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Today we are diving into the SEC’s existing “Custody Rule”, and its recent proposal to update and replace the Custody Rule with a new “Safeguarding Rule”. The Custody Rule applies to registered investment advisers that have custody of client assets. The newly proposed Safeguarding Rule would apply similarly but make important and specific updates a…
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Today we are talking about how to structure your new fund vehicle, starting with two crucial questions you need to answer before making any structuring determinations: 1) what is your fund investing in? and 2) Who is investing in your fund? Key Points From This Episode: Making sense of the myriad names for private funds: hedge fund, venture capital…
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One of the top questions I get from aspiring digital asset fund managers is: How do I access non-US exchanges or token projects that bar US person participation? Unfortunately, the unsatisfying answer is: it depends! There are myriad potential solutions to this problem, but the extent to which any of them might work for you depends on many factors.…
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