Building a Multi-Series Fund Platform to House a Diversified Portfolio

A group of fund sponsors set out to launch an investment platform capable of holding a wide range of portfolio companies — from software and consulting businesses to other operating ventures — without forcing every investment into a single undifferentiated pool of risk. They needed a structure that let them raise capital from multiple investors, deploy it across numerous distinct ventures, and wall off the liabilities of each investment from the others, all while keeping fundraising compliant with securities law and the platform’s economics clearly documented from day one.

The underlying problem was structural: a conventional single-entity fund would have exposed every investor to every investment’s liabilities. What the sponsors needed was a platform that could scale — adding new portfolio companies over time without re-papering the entire fund — while preserving clean segregation between each venture from the outset.

We built the fund as a Delaware series LLC platform, with each portfolio investment held in its own legally segregated series:

• Master Fund Structure: We formed a Delaware series limited liability company as the master holding entity, with the ability to establish separate, statutorily segregated series — each series’ assets and liabilities ring-fenced from every other series and from the master LLC generally, so a problem in one investment cannot reach the others.
• Manager Formation and Governance: We formed and documented a separate Delaware LLC to serve as the fund’s manager, with its own operating agreement, EIN, and governance structure — properly separating fund management from fund assets and establishing a clear decision-making framework for the sponsors.
• Investor Onboarding Documents: We prepared a Private Placement Memorandum, Subscription Agreement, and Disclosure Statement governing how limited partners would commit and contribute capital, with the option for investors to invest through their own holding entities for an added layer of liability protection.
• Portfolio Company Formation: Beneath the fund, we formed nine separate LLCs and one C-Corporation — each a distinct operating company representing a different line of business within the platform — complete with its own certificate of formation, EIN, and operating agreement, plus a master operating agreement tying the holding structure together.

The sponsors launched with a complete, compliant fund platform: one master entity capable of housing an arbitrary number of segregated investment series, a properly separated management company, investor-ready offering documents, and ten fully formed portfolio entities ready to receive capital and begin operating.

The series structure gave the sponsors what a conventional fund could not: the flexibility to add new portfolio companies over time without restructuring the platform, and statutory liability segregation that protected each investment from problems arising elsewhere in the portfolio. They left with a scalable legal foundation built to grow with the platform — not one they would need to rebuild the next time they wanted to add a venture.

A fund platform is only as strong as the structure beneath it. We help sponsors build the legal architecture that scales with their ambitions from day one.

This is an illustrative case study. It does not constitute legal advice or create an attorney-client relationship.