Blueprint for Investment Funds

[IMPACT] Please describe your proposed solution.

Problem statement - long form

With the rise of crypto markets, the interest to invest in the growing DeFi ecosystem has grown as well. The interest comes from retail investors and large corporations, but the means at the disposal of these groups are very different.

Large corporations generally have established Finance and Legal departments that can advise on the legal hurdle of investing the corporation's money into DeFi, tokens, and other financial products on the blockchain.

The non-financial corporations can only invest their money as part of their Treasury operations (e.g., Microstrategy, Tesla…) and can not take money from investors to buy crypto assets.

The financial corporations that have a banking license or are registered broker/dealers and are regulated by a competent authority in the jurisdiction where they are established can take customers’ money and invest on their behalf.

Hedge funds fall into a separate category where they are less strictly regulated than the financial institutions but, as a result, can only market their services to wealthy individuals. In addition, setting up a hedge fund is costly, with legal fees into the tens or hundreds of thousands and annual administrative fees of no less than a hundred thousand.

On the other hand, retail investors often lack technical knowledge on investing in crypto assets, managing wallets, and participating in the DeFi protocols. As a result, retail investors usually prefer to give their money to a trusted individual or company to invest on their behalf.

The trusted individual or a company needs to make sure that they have the proper legal structure to accept this money and then manage it effectively. Unfortunately, managing funds for friends without documentation is illegal in most jurisdictions. For this reason, we created this proposal.

Examples of cases where a legal structure is required:

• You are chatting with some old friends, and you tell them the great opportunities in crypto and how you have successfully invested over the past years. They then ask you if they can give you some of their savings to invest on their behalf.
• You meet someone with an illustrious finance career and tell them about Automated Market Makers running on Cardano, where it is possible to provide liquidity. The person gets the idea and wants to give you his money to add liquidity to an ADA/DJED liquidity pool. Unfortunately, they never dealt with crypto and don’t know what a wallet is. They suggest transferring the money to you via a bank account. 
• You play football or basketball weekly, and your friends want to pool their money to invest in crypto tokens and provide liquidity into a DeFi protocol.
• A long-term investor in equity and bonds wants to diversify their portfolio and put a little money in crypto. However, the amount is relatively small, so they don’t want to spend time learning how to open accounts on exchanges or create wallets; they just want someone to do it for them for a small fee.

All of the examples above are honest conversations that happen daily. And for all of these examples, a legal structure is required. But unfortunately, a large proportion of the world population does not invest in crypto and DeFi because of the steep learning curve, a large number of scams that scares the average folk, and many just don’t have the patience or willingness to learn. 

An interesting post explaining the issue of managing money for others in detail:

https://www.investopedia.com/articles/younginvestors/06/investingforfriends.asp 

This proposal is about documenting and testing a blueprint that creates a legal structure for these use cases and brings more people to invest in the Cardano Ecosystem.

We propose to create a blueprint of how to set up an investment fund for up to 50 individuals and manage their money in compliance with KYC and AML regulations for a setup fee of $30k and an annual running cost of $10k

Solution - long form

Create the Blueprint

We will write a blueprint guide on how to set up an investment fund in Gibraltar to manage the money of up to 50 individuals. 

Deliverables:

• A blueprint guide as a document to the Cardano Community and open-source it on GitHub;
• It will cover how to set up an investment fund in a crypto-friendly jurisdiction for up to 50 individuals;
• How to comply with KYC and AML legislation;
• how to open a fiat bank account;
• A detailed breakdown of costs.

Verify the Blueprint

We will verify the blueprint by going through the steps in the blueprint:

• Test setting up a fund ourselves to understand the practical roadblocks in getting it done.
• Test opening a bank account
• Test receiving an investment from at least one individual.
• Test making an investment into an ADA/DJED liquidity pool
• Verify with the lawyers that this was done in line with regulation

We will then revisit the guide and document the lessons learned based on our experience.

The upshot of the testing is that we will Verify that an average person can execute the blueprint, and we will document nuances that can only be uncovered by doing. Verifying sits at the heart of the Cardano philosophy and is the correct approach in our view.

Hourly fees for a Securities Attorney in the US and in Europe range between $200 and $400 (https://www.contractscounsel.com/b/how-much-do-lawyers-cost). Anyone wishing to get a Legal opinion on the right legal structure, form of incorporation, location, and other information gathering is likely to pay these rates. We propose to do a lot of this groundwork upfront and make the conclusions available to the community, spending the money once rather than many times over.

What is the term “blueprint”?

A blueprint is an old production engineering term for a process allowing rapid and accurate production of an unlimited number of copies of something. Traditionally this was done by printing a technical drawing on a large blue piece of paper and then used to replicate the same product multiple times. It would be something quite detailed explaining how to produce a product.

The term blueprint in our proposal means that we will produce a detailed guide on how to replicate the setting up of an investment fund in a crypto-friendly jurisdiction so that the community can consult it when they need to set one up.

When preparing this proposal, we looked into two crypto-friendly jurisdictions with a long tradition of welcoming fund management companies: Luxembourg and Gibraltar. 

In each of the regions, we looked at the cheapest type of fund to set up with the smallest amount of regulatory burden, at the same time a fund that could scale up should it become successful.

Luxembourg

The smallest possible type of fund in Luxembourg is a private RAIF fund. A private fund offers similar structuring flexibility to the more heavily regulated SIFs (e.g. umbrella structures, variable capital, a specific tax regime) without being subject to prior approval by the local Financial Regulator (CSSF), which significantly reduces the costs and time to market.

Whilst the RAIF regime is comparatively “lite” by regulatory standards, several constraints remain, including:

• A requirement for interests in the RAIF to be offered only to “well-informed investors” (in short, sophisticated investment professionals);
• A minimum capital base of net assets, which must not be less than EUR 1,250,000, and which must be reached within twelve months from the establishment;
• An external Approved financial manager that manages the RAIF;
• The appointment of a depositary and an approved statutory auditor;
• The requirement for the RAIF to have an offering document;
• Minimum content requirements regarding the RAIF’s annual report;
• Valuation rules regarding the RAIF’s assets; and
• Investment and leverage rules regarding certain types of assets.

We quickly realized that the minimum net asset value of EUR 1,250,000 would be a deal-breaker for many groups of retail investors and therefore, we chose not to go with this option.

The set-up fee and first-year running cost are in the region of EUR 40,000

Summary of crypto regulation in Luxembourg: https://www.globallegalinsights.com/practice-areas/blockchain-laws-and-regulations/luxembourg

Gibraltar

There are two relevant types of funds that we looked at in Gibraltar:

Private fund - a collective investment scheme ("CIS") that can be offered privately to any identifiable group. It can accept up to 50 participants (investors). There are no restrictions on the type of investor that can subscribe, as long as they belong to an identifiable group. Typically, the participants tend to be families, groups of employees, or groups of individuals or friends wishing to run their investments in a fund structure. Private funds are not regulated or authorized by the FSC. As long as the appointed directors follow the investment objectives stated in the offering document of the private fund, there are no other statutory investment restrictions. This allows private schemes to be established cost-effectively and quickly. A Private Fund is exempt from any licensing requirements and must remain private for a year from the date of the offer.

Experienced Investor fund (EIF) - is targeted at experienced or high net worth investors the opportunity to set up funds quickly and with minimum regulatory intervention. Generally, EIFs are formed as a limited company or as a Protected Cell Company ("PCC"). Their benefit over the Private fund is that they can be open-ended and have more than 50 participants. A Private fund can be reclassified as an EIF after one year of operation.

The advantage of a Private Fund over an EIF is that it has a lower regularly reporting requirement and, as a result, lower operational costs with accounting, auditing, and other record-keeping.

Overall the Government of Gibraltar has approached the growing cryptocurrency and broader blockchain and distributed ledger technology (“DLT”)-related sector with a uniquely receptive and progressive attitude. Financial regulators and policymakers in Gibraltar have understood the need for regulation in this sector, responding rapidly to such demand as far back as 2014 by creating the Cryptocurrency Working Group. 

This private-sector initiative led to the development of the Distributed Ledger Technology Framework (“DLT Framework”), which became effective on 1 January 2018, making Gibraltar the first jurisdiction in the world to deliver a framework of its kind that regulates businesses that use DLT for the defined purposes relating to a “storage” or “transfer” of “value”, which is a wider concept than pure virtual assets. 

Link to the DTL framework: https://www.fsc.gi/FSC/distributed-ledger-technology-providers

This success has also been seen in the crypto funds space: according to a 2020 research report into the global crypto hedge fund landscape, commissioned by PwC and Elwood Asset Management, Gibraltar was shown to be the third-highest jurisdiction of choice for crypto hedge fund managers (with 10% of crypto hedge fund managers based in Gibraltar), only behind the UK (15%) and the US (52%). Gibraltar was also listed as having the fourth-highest number of domiciled crypto hedge funds (6%).

Further detail on crypto regulation in Gibraltar: https://www.globallegalinsights.com/practice-areas/blockchain-laws-and-regulations/gibraltar 

The Gibraltar Private fund allows for flexibility to start small, with no minimum bet asset value amounts, and can scale up after the first year of operations. Gibraltar has been at the forefront of crypto regulation and has a tradition of hosting a large funds industry. For this reason, we opted for Gibraltar as the target jurisdiction to set up a fund.

Specifics of Setting up a Private Fund in Gibraltar

The Private Funds, or Collective Investment Schemes, are encapsulated under the Financial Services Act 2019. The detail follows from preliminary discussions with a management company with experience setting up Private Funds in Gibraltar.

Vehicle of choice - using a Private Company Limited by Shares. This is the most common procedure and would be subject to the same rules applied to any other Private Company Limited by Shares, with the main piece of legislation being the Companies Act 2014.

Remarketing Fund as an EIF - It is possible to remarket a private fund as an Experienced Investor Fund (EIF). However, the Private Fund must have been trading for at least one year before the remarketing. The advantages to remarketing at a later date include, among other things, the broader pool of investors, which could be attracted, albeit would subject the fund to a substantially higher form of regulation. We will include the intention to remarket upon establishing the fund to test all forms the fund can take.

Regulation - Private Funds are non-regulated. Therefore, they are easier than an EIF to set up, and the investment activity is allowed to commence soon after the establishment (4 weeks). However, care must be given to ensure that the activities and management of the Private Fund do not become regulated.

Limitation on participants - Under Schedule 24, Part 2 of the Act, Private Funds are limited to 50 participants. Furthermore, they will not be allowed to be listed on a stock exchange.

Investor qualifications - No investor qualification requirements apply to Private Funds. However, the following will apply (a) that the promotion is made to an identifiable category of persons (b) the persons receiving the promotion must have sufficient information to enable them to reasonably evaluate the offer; and (c) the number of persons to whom the promotion is offered is capped at 50.

Asset Classes - No restriction is imposed on what the fund may invest in. Therefore, leaving complete discretion to those creating the fund to decide this through drafting documents such as the offering memorandum. 

Share Classes - it is possible to have different share classes, which would be reflected in the establishment documents and/or memorandum. This can name participants and their respective allocated share class, i.e., class A or class B, depending on various eventualities such as the amount of investment. It can also be reflected that these shares are non-voting shares.

Tax - Gibraltar has a favorable tax treatment for funds which means the private fund would not suffer taxation in Gibraltar:

• Income received by a Gibraltar fund that is derived outside of Gibraltar is not taxable in Gibraltar - we expect that investing in the Cardano DeFi ecosystem will be considered an investment outside of Gibraltar and not to be subject to tax.
• There is also no withholding of tax for non-Gibraltar residents - therefore investors in the funds that live outside of Gibraltar, which we expect to be the vast majority, will not pay tax in Gibraltar. Their income will be taxed where they live.

Documents required to launch a Private Fund:

• Constitutional docs for establishing a private company limited by shares;
• Establishment documents for the private scheme;
• The memorandum which sets forth the offer document for the Private Fund, the Prospectus;
• Liaising with the Gibraltar Financial Services Commission (GFSC), to obtain approval for matters such as the name of the private scheme;
• Documents pertinent to the launch of the private scheme.

Parties involved:

• A Law firm for drafting regulatory documents
• An Accounting firm for record-keeping
• A management company for coordinating
• The Gibraltar Financial Services Commission (GFSC) grants approval

[IMPACT] Please describe how your proposed solution will address the Challenge that you have submitted it in.

The campaign brief:

• The real Challenge for Funded proposals currently relies on implementing legal and financial boundaries and frameworks for their projects.
• Providing funded proposals with solutions and services to operate legally in their residing country will open new possibilities and provide peace of mind to the project owners.

This proposal directly addresses the challenge by delivering a tested blueprint with the legal framework of setting up investment funds to invest in Cardano tokens and the DeFi ecosystem. 

It is illegal in most jurisdictions to receive and manage investment funds for others without adequate setup and paperwork. Financial regulators stop individuals from managing other people’s money out of consumer protection concerns and to avoid fraudulent activity.

At the end of the project, we will provide a solution by which a group of individuals will be able to set up an Investment fund, accept money from others via crypto or fiat bank transfers, and manage the investments in the Cardano DeFi ecosystem in compliance with the law and a crypto-friendly jurisdiction.

We will test the solution to ensure it works and include actionable recommendations and contacts for future users.

[IMPACT] What are the main risks that could prevent you from delivering the project successfully and please explain how you will mitigate each risk?

The proposal consists of defining a blueprint for setting up an investment fund and then verifying the blueprint by executing its steps as a test run. 

There is a risk that we face delays and documentation issues due to the number of entities that need to be involved.

There will be four parties involved:

• A Law firm for drafting regulatory documents
• An Accounting firm for record-keeping
• A management company for coordinating
• The Gibraltar Financial Services Commission (GFSC) grants approval

We have the contacts for each of the parties, and preliminary discussions have been had.

Should delays occur, we will look to delay the delivery date of our blueprint guide accordingly.

[FEASIBILITY] Please provide a detailed plan, including timeline and key milestones for delivering your proposal.

1 month - Write the Blueprint

Engage with the law firm, accountants, and management company 

Week 1 - Drafting constitutional docs for establishing a private company limited by shares;

Week 2 - Drafting the establishment documents for the private scheme;

Week 3 - Drafting the Memorandum, which sets forth the offer document for the Private Fund, the Prospectus, and any additional documents before launch;

Week 4 - Documenting the liaising process with the GFSC to seek approval.

2 month - Verify the Blueprint

Receive approval for the fund, onboard a new participant, and test the fund set up by providing liquidity to a Cardano DEX

Week 1 - Select a local bank to open a fiat account and document the pros and cons of each;

Week 2 - Document the blueprint with lessons learned from the previous month;

Week 3 - Finalize the setup of the fund and onboard a test investor;

Week 4 - Test depositing liquidity into an ADA/DJED liquidity pool on one of the Cardano DEXs. Validate with law firm that setup is correct and investment is in line with regulation.

After 6 months of operating the fund, we will return to and update the blueprint guide with the lessons learned and recommendations of what to look out for.

The blueprint guide will be published on our documentation page https://dynamicstrategies.io/docs/ and in a dedicated Github repo

[FEASIBILITY] Please provide a detailed budget breakdown.

Set up costs (one-time fees):

Incorporation fees = GBP 5,000, includes due diligence and KYC for p to 10 participants. 

GFSC disbursements = GBP 500

Legal fees for drafting the prospectus = GBP 15,000

Accounting onboarding fees = GBP 2,500

Documenting the process and drafting blueprint guide @30 GBP per hour x 40 hours per month x 2 months = GBP 2,400

Sub-total = GBP 25,400 (USD 30,988)

Ongoing costs (annual):

Secretarial fees = GBP 4,000

Accounting fees = GBP 3,000

GFSC disbursements = GBP 270

Sub-total = GBP 7,270 (USD 8,870)

TOTAL = GBP 32,670 (USD 39,857)

[FEASIBILITY] Please provide details of the people who will work on the project.

The project lead has relevant experience:

Dmitry Shibaev is leading the project.

Linked in profile: https://www.linkedin.com/in/shibaev/ 

5 years experience in big tech delivering large-scale projects on the SAP system at energy companies in the south of Europe

15 years of experience in financial markets at an investment bank in London, Singapore, and Amsterdam. Built and delivered tools to manage the bank’s capital, balance sheet, and trading positions and led large investment projects.

During his career in banking, Dmitry worked in trading, where he managed multi-million dollar positions for the bank and the bank’s clients. Through this experience, Dmitry learned how investment management works and what regulators expect from investment advisors and trading companies.

Dmitry was also involved in setting up a new bank in the Netherlands after the UK left the European Union, where his role involved dealing with regulators and lawyers. Therefore he is familiar with the processes of setting up financial organizations.

After a successful banking career, Dmitry moved into the blockchain space and embraced the Cardano ecosystem. 

Today he builds community tools; develops smart contracts, participates in Catalyst governance, delivers projects funded through Catalyst, and writes educational material

A detailed article on how Automate Market Markets work on the blockchain: https://dynamicstrategies.io/docs/automated-market-makers/ 

Dmitry built the full-stack behind the Dynamic Strategies website: https://dynamicstrategies.io and https://cardanobeam.app 

Dmitry was part of the first cohort of Plutus Pioneers. NFT celebrating course completion: https://pool.pm/asset1357ggsrjp232jwn5g7qqc9zetpsphzdawalgez

Community Tools:

A wallet connector between DApps and Wallets gives the boilerplate code for new app developers. This is how the Cardano Beam Web App interacts with Cardano web wallets and has been open-sourced. The repo has been forked by IOHK

Github: https://github.com/dynamicstrategies/cardano-wallet-connector 

App demo1: https://cardanobeam.app/web

App demo2: https://dynamicstrategies.io/wconnector 

Dmitry is a Contributor to the Cardano Developer Portal with a quick start guide on how to connect the Web Apps to different Cardano web-wallets

https://developers.cardano.org/docs/get-started/cardano-serialization-lib/create-react-app 

A Public GraphQL endpoint with a web client letting anyone query the Cardano blockchain from their browser or API. 

Github: https://github.com/dynamicstrategies/cardano-public-graphql 

App: https://dynamicstrategies.io/gqlclient 

Staking Reward Calculator synced to the blockchain that shows how much payout can be expected from different pools and analytics around it

App: https://dynamicstrategies.io/crewardcalculator 

Cardano Wallet Functions that can be used in React Native apps to communicate with the cardano-wallet backend service

https://github.com/dynamicstrategies/cardano-wallet-functions 

Received recognition for building community tools at Adafolio: 

https://adafolio.com/portfolio/8f7da192-0257-11eb-9684-a45e60be653b 

Stake Pool Operator on Cardano:

Ticker DSIO registered in 2020 and previously received a delegation from Cardano Foundation on two occasions which are usually given for outstanding contributions to the community. Link with pool details: https://adapools.org/pool/6ae0fb9fc19ad1b82521d6e4b9f6e9bad4d150529673c95c5b5cf4e4

Active on Cardano forum and Cardano Stack Exchange:

https://forum.cardano.org/u/dstratio/summary 

https://cardano.stackexchange.com/users/6196/d-s

Dmitry received funding on 2 out of 2 proposals that we submitted to Fund 8. One of them received a full 5 out of 5 marks and outstanding feedback from the community.

[FEASIBILITY] If you are funded, will you return to Catalyst in a later round for further funding? Please explain why / why not.

This is a standalone project to create a verified blueprint of how to set up an investment fund to manage money for up to 50 individuals in compliance with KYC and AML regulations for a $30k setup fee and $10k annual.

After delivering the project, the blueprint will be a product the community can use. Therefore, we do not expect to come back with this project to future Funds.

Should the financial regulation in Gibraltar change to the point where the blueprint become unusable (unlikely), or we receive a lot of request for a follow-up, or the community requests deep dives into a particular section (e.g., to create a suite of investment strategies for retail investors) then we might come back for additional funding. But at the outset, we are position this project as a standalone deliverable

[FEASIBILITY] Are you or any member of your team working on any other proposals in this Fund9?

[FEASIBILITY] Are you or your team working on any other proposals from previous Funds?

[AUDITABILITY] Please describe what you will measure to track your project's progress, and how will you measure these?

A report with the following KPIs will be produced at the end of each month.

Blueprint KPI

• A blueprint guide has been written and made available on Github
• A detailed writeup on how the Constitutional docs for establishing a private company limited by shares should be drafted and provide a real-world example of what to include and what not to include
• A list and drafting recommendations for the Establishment documents for the private scheme are documented and included in the blueprint
• An example of the Offer Document for the Private Fund and the Prospectus. Discuss the key sections that need to be covered and what investment type and strategies that prospectus can include.
• Steps are documented on how to seek approval from the Gibraltar Financial Services Commission (GFSC).

Verification KPI

• A test fund has been set up and approved
• The fund has accepted at least 1 fiat deposit
• The fund invested the funds into an ADA/DJED liquidity pool.

After some time has passed, the blueprint guide will be updated with the lessons learned from running the fund for 6 months. This KPI is binary yes/no if the blueprint guide is updated.

[AUDITABILITY] What does success for this project look like?

We will consider the project a success if we publish a detailed and Verified Blueprint on how to set up an investment fund for up to 50 individuals and manage their money in compliance with KYC and AML regulations for a setup fee of $30k and an annual running cost of $10k

It will be for those who wish to invest other’s money in the Cardano DeFi ecosystem and do so while staying within the legal bounds and in a crypto-friendly jurisdiction.

The guide will be published in the docs section of our website and open-sourced on Github. We will update the blueprint 6 months after launching the fund with lessons learned and after a year. There is a chance that this will grow into a living document with an FAQ-type format if we receive a substantial amount of questions from the community.

[AUDITABILITY] Please provide information on whether this proposal is a continuation of a previously funded project in Catalyst or an entirely new one.

This is a new proposal