Private company
CoinFund Management LLC
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
CoinFund Management LLC sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of CoinFund Management LLC
- Yakov Brukhman Owns 25% to 50% of CoinFund Management LLC, since 05/2018 (Form ADV)
- Alexander John Felix Owns 25% to 50% of CoinFund Management LLC, since 05/2018 (Form ADV)
- CoinFund Management LLC DE
- Eightco Holdings Inc. Stake · Easton, Pennsylvania
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
CoinFund Management LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$766.0M2 20 accounts, all with discretion
- Employees18 8 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 20 ($766.0M)
- How it is paidA percentage of assets under its management; Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-124872, CRD 312302 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- Yakov Brukhmanowns 25% to 50%, since 05/2018
- Alexander John Felixowns 25% to 50%, since 05/2018
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 6/29/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
CoinFund Management LLC (hereinafter “CoinFund”, the “Investment Manager”, or the “Firm” and depending on the context, combined with the relevant general partner or managing member of one or more of our Clients, “we”, “us”, or “our”) is organized as a Delaware limited liability company with a principal place of business in New York, New York. We will provide discretionary investment management services to qualified investors through our private funds:
CoinFund LP, a Cayman Islands exempted limited partnership (the “Seed II Master Fund”); CoinFund Offshore LP, a Cayman Islands exempted company (the “Seed II Offshore Fund”); CoinFund Onshore LP, a Delaware limited partnership (the “Seed II Onshore Fund”); CoinFund Ventures LP-QP Portfolio, a Cayman Islands exempted limited partnership (the “Seed III Master Portfolio”); CoinFund Ventures Onshore QP LP, a Delaware limited partnership (the “Seed III Onshore QP Fund”); Coin Fund Ventures LP-3(C)(1) Onshore Portfolio, a Cayman Islands exempted limited partnership (the “Seed III Master Onshore Portfolio); CoinFund Ventures Onshore LP, a Delaware limited partnership (the “Seed III Onshore Fund”); Coin Fund Ventures LP-3(C)(1) Offshore Portfolio, a Cayman Islands exempted limited partnership (the “Seed III Master Offshore Portfolio); CoinFund Ventures Offshore LP; a Cayman Islands exempted limited partnership (the “Seed III Offshore Fund); CoinFund Seed IV Onshore LP, a Delaware limited Partnership (the “Seed IV Onshore Fund”); CoinFund Seed IV Offshore LP, a Cayman Islands exempted limited partnership (the “Seed IV Offshore Fund”); CoinFund Seed IV LP, a Cayman Islands exempted limited partnership (the “Seed IV Master Fund”); CoinFund Seed V Onshore LP, a Delaware limited Partnership (the “Seed V Onshore Fund”); CoinFund Seed V Offshore LP, a Cayman Islands exempted limited partnership (the “Seed V Offshore Fund”); CoinFund Seed V-A LP, a Cayman Islands exempted limited partnership (the “Seed V Master FundA”); CoinFund Seed V-B LP, a Cayman Islands exempted limited partnership (the “Seed V Master FundB”; and together with the Seed V Master Fund-A, the “Seed V Master Funds”); CoinFund Ventures I Onshore LP, a Delaware limited partnership (the “Ventures I Onshore Fund”); CoinFund Ventures I Offshore LP, a Cayman Islands exempted limited partnership (the “Ventures I Offshore Fund”); CoinFund Ventures I LP, a Cayman Islands exempted limited partnership (the “Ventures I Master Fund”); and CoinFund LLC, a Delaware limited liability company (“CoinFund LLC”).
The above-mentioned funds are herein each referred to as a “Fund” or “Client”, and collectively referred to as the “Funds” or the “Clients”. The Seed II Master Fund, Seed III Master Portfolio, Seed III Master Onshore Portfolio, Seed III Master Offshore Portfolio, Seed IV Master Fund, Ventures I Master Fund,
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Seed V Master Fund-A and Seed V Master Fund-B are each a “Master Fund” and are collectively referred to as the “Master Funds”. The limited partners in our Clients structured as limited partnerships are herein referred to as “Limited Partners”’ the members of our Clients structured as limited liability companies are herein referred to as “Members”; and collectively are hereafter referred to as the “Investors” where appropriate. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles. We do not tailor our advisory services to the individual needs of any particular Investor. Our investment decisions and advice with respect to our Clients are subject to each Client’s investment objectives and guidelines, as set forth in its respective offering documents which may include (depending on the specific Client) the Client’s organizational documents, subscription agreements, and a private placement memorandum (the “Offering Documents”). As of March 31, 2026, CoinFund manages approximately $765,967,611 in regulatory assets under management on a fully discretionary basis. CoinFund does not manage any of its clients’ assets on a nondiscretionary basis nor does it participate in a wrap fee program.
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Item 5: Fees and compensation Fees
The fees applicable to each of the Clients are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee Our Clients pay us a management fee calculated at the annual rate of up to 3.0% of such Investor’s Capital Account (the “Management Fee”). Depending on the specific Client, the Management Fee shall be payable monthly or quarterly and in advance or arears, based on the value of each Investor’s Capital Account as of such period. The Management Fee will be prorated for any period that is less than a full period and will be adjusted for contributions made during the period, where applicable. In our sole discretion, we may waive or modify the Management Fee for Investors that are our members, employees or affiliates, relatives of such persons and for certain large or strategic investors. Other Types of Fees or Expenses We are authorized to incur and pay in the name and on behalf of our Clients all expenses which we deem necessary or advisable. We are responsible for and shall pay, or cause to be paid, all of our own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, our personnel. The Clients bear and shall be responsible for their own expenses, including, but not limited to: (i) Management Fees; (ii) all expenses incurred in connection with the business, affairs and operations of the Client, including the sourcing, due diligence, purchase, acquisition, holding, transfer or sale of any actual or prospective investment (whether or not consummated, i.e., “broken-deal” fees and expenses), to the extent not reimbursed by portfolio companies or potential portfolio companies, including all commission, brokerage, placement, underwriting, registration, legal, accounting, tax advisory, professional or consulting fees and expenses (unless otherwise reimbursed), merger fees and expenses payable to third parties, research expenses, data processing costs and expenses, bank service fees, interest expenses, borrowing charges (including transaction financing costs incurred in connection with derivatives investments and settlement of transactions), custodial expenses, outsourced risk management advisory and software, investment-related consultants, travel costs that are research-related and other investment expenses, all expenses related to meetings and business-related entertainment with portfolio company personnel, intermediaries and personnel affiliated with prospective portfolio companies or prospective strategic partners of portfolio companies; (iii) all administrative, legal, accounting, auditing, recordkeeping, tax form preparation, compliance, and consulting costs and expenses; (iv) all fees, costs and expenses related to middle office operations which may include daily reconciliation of cash, cost, positions, and valuations; (v) all professional fees, costs and expenses (including those relating to legal, advisory, regulatory, administrative, custodial, audit, accounting, consulting (including professional due diligence services and “expert” networks, if any), appraisal, valuation and compliance services rendered), including all costs of establishing and operating entities related to the Carried Interest or Performance Fees earned by the Client’s general partner, (vi) all costs and expenses, if any, incurred in connection with the Client’s legal and regulatory compliance with U.S. federal, state and local and non-U.S. or other law
or regulation (including, by way of a non-exhaustive list, Section 13/16 reports, the PFA, corporate transparency reporting regime requirements, CIMA, Foreign Account Reporting Regimes and the Alternative Investment Fund Managers Directive, as each may be amended from time to time, as applicable, and the preparation and administration of any reports, disclosures, “know your client” compliance under applicable law, filings or notifications prepared in accordance with the foregoing) or related to compliance with the provisions of the Offering Documents or any side letter or similar agreements; (vii) costs and expenses associated with preparing investor communications, printing, and mailing costs including the costs and fees of maintaining any portal or website in which such items are made available; (viii) insurance costs and expenses (e.g., for the assets of the Client, D&O, E&O); (ix) marketing and syndication expenses of the Client’s; (x) any taxes, fees or other governmental charges levied against the Client and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Client; (xi) Client’s governmental licensing, filing, and exemption fees (including Blue Sky filing fees); (xii) indemnification obligations of the Client; (xiii) all expenses (including reasonable attorneys’ fees) incurred in connection with any threatened, pending, or anticipated legal, regulatory, administrative or other action, IRS examination or audit, or similar audit or examination by any state or local taxing authority, or other legal proceeding; (xiv) all of the costs, fees and expenses incurred by or on behalf of the Client or the General Partner in connection with the formation and organization of the Client or the General Partner, including legal and accounting fees and expenses incident thereto; (xv) all expenses incurred in connection with the securing of financing, including but not limited to the arranging, negotiation, structuring, entering into, amending and all other documentation of agreements with one or more lenders and all principal and interest on, and fees and expenses arising out of, all permitted borrowings and guarantees made by the Client; (xvi) all expenses incurred in connection with any restructuring or amendments to the constituent documents of the Clients and related entities; (xvii) all costs related to the holding of meetings of a Client’s Investors, the Advisory Committee (if applicable), and members of any executive network group established by the Client’s General Partner (in each case, whether individually or as a group and including travel, lodging and meals); (xviii) all costs related to the activities of a Client’s Advisory Committee (including insurance for the benefit of the members of the Advisory Committee and the Investors they represent for the same purpose); and (xiv) any extraordinary expenses. In addition, if any expenses allocable to a Master Fund are incurred for the account of it and other Clients, such expenses will be allocated between the Master Fund and the other Clients in a manner that we determine is fair and equitable under the circumstances to all Clients. A feeder fund also bears its pro rata portion of any Master Fund’s similar ordinary operating fees, organizational expenses, and expenses and the Master Fund’s extraordinary fees and expenses. In certain instances, we may determine, in our sole and absolute discretion, to bear (without reimbursements by our Clients) any of the foregoing expenses, in whole or in any part. Investors should expect to bear the expenses incurred in connection with any proposed transfer of interests they hold in a Client (including the cost of the Client’s legal counsel in drafting, reviewing, and revising any transfer documentation), regardless of whether the transfer is consummated by the Investor or approved by the applicable general partner. In general, each Investor will bear its proportionate share of the Client expenses on a pro rata basis with respect to the size of such Investor’s capital account(s) or with respect to the relative net asset value of the shares held by such Investor, as applicable.
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Notwithstanding the foregoing, we may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) Investors, if we reasonably determine, in our sole discretion, that it is more equitable to do so. At times, we may cause our Clients to transact with service providers that are our affiliates or wholly owned by us. Any compensation received by us in connection therewith will not be rebated or paid to the applicable Client. In these instances, we will receive an indirect benefit from the applicable Client, and we have a financial incentive to transact with such service provider over another similar service provider in which we do not own interests. To the extent that expenses to be borne by the Clients are initially paid by us, the Clients will reimburse us for such expenses. We may waive any such reimbursement with respect to any Client expenses in our sole discretion. Any waiver by us for reimbursement of any Client expenses shall not serve as a waiver of reimbursement for any future Client expenses to be paid by us or our affiliates. Neither we nor our managing partners nor our employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued, and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in its Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved.
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Investment Objectives Seed II The Client has been organized to invest primarily in cryptographic tokens (“Tokens”) and equity of companies in the blockchain technology space. These investments may include capital investments, such as market investments in transferrable Tokens and initial Token sales, presale or direct investment transactions, in exchange for future Tokens, potentially alongside other co-investors, as well as traditional equity agreements. These early-stage investments will be primarily focused on the acquisition of Tokens but may include equity investments in related companies. In addition, the Client may stake, lend, and otherwise deploy certain of its assets through various protocols including via nodes operated by an affiliate. CoinFund LLC This Client was formed to build a diversified portfolio of Digital Assets beyond Bitcoin. Seed III, Seed IV and Seed V Master Funds These Clients seek to invest in early-stage opportunities for crypto networks, technical and financial services infrastructure, and crypto-enabled businesses. We invest utilizing a venture capital framework and leveraging our deep technical and business understanding of trends within the ecosystem. We approach the market opportunistically, work closely with potential or existing portfolio companies, identify verticals of interest, and perform what we believe is rigorous in-depth research on portfolio targets. We closely monitor the developing landscape and adjust our focus verticals as is appropriate. At the company or network level we focus on degree of innovation, product, team, company strategy, technical roadmap, business model or Token design, traction, competitor analysis, KPI/valuation framework and regulatory assessment. Our broad-based research process and positioning as a multi strategy manager creates important synergies for the Clients as we seek to underwrite compelling earlystage investments in areas of the market where we have seen demand or expect it to develop. In addition, the Client may stake, lend, and otherwise deploy certain of its assets through various protocols including via nodes operated by an affiliate or portfolio companies of one or more of our Clients. Ventures I Master Fund This Client seeks to invest in growth-stage technology-related companies that impact the blockchain and cryptocurrency ecosystems with a focus on networks that we believe have shown promise or traction. Investment will be made either directly or indirectly in securities or Tokens and any rights to acquire them (including, without limitation, simple agreement for future Tokens, or other similar arrangements, options, warrants, rights or other interests or other securities convertible into or exchangeable for any securities). In addition, the Client may stake, lend, and otherwise deploy certain of its assets through various protocols including via nodes operated by an affiliate or portfolio companies of one or more of our Clients.
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Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in our Clients. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the applicable Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in Digital Assets, equity in private seed-stage and venture capital companies, publicly traded stocks, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the applicable Offering Documents and the documents referred to herein before deciding to invest in our Clients. General Risks Limited Operating History We and our Clients have limited operating histories and therefore may not be able to operate their businesses, implement their investment strategies, or generate sufficient revenue to make or sustain distributions to investors. Failure to procure adequate funding and capital could adversely affect our Clients’ ability to grow and/or expand their business, which can negatively impact their performance. In addition, the past investment performance of a Client or other entities or accounts managed by us or our affiliates may not be indicative of the future performance of any Client. Start-Up Periods A Client may encounter start-up periods during which it will incur certain risks relating to the initial investment of newly contributed assets. Moreover, the start-up periods also represent a special risk in that the level of diversification of such Client’s portfolio may be lower than in a fully invested portfolio. Reliance on the General Partner, Managers and Investment Manager and no Authority by Investors The success of a Client depends on our ability to develop and implement investment strategies to achieve the Client’s investment objectives. Although we may impose limits on the types of positions a Client may take, or the concentration of its investments, a specific Partnership Agreement may generally impose no such limits. Investors will have no right or power to take part in the management of any Client. A Client’s investment performance could be materially adversely affected if any members of the investment team were to die, become ill or disabled, or otherwise cease to be involved in the active management of the business of such Client’s portfolio.
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Dependence on Key Personnel We are dependent on the services of our principals and key personnel, including Jake Brukhman, Alex Felix, and David Pakman. The success of our Clients may depend to a great extent on the investment skills of our principals and key personnel. There can be no assurance that Jake Brukhman, Alex Felix, and David Pakman or any other principals or key personnel will continue to be associated with us or our affiliates. Our Clients may be adversely affected if, because of illness, resignation, or other factors, the services of the relevant people were not available for any significant period of time. Undisclosed Investing Strategy Our investment strategy and the techniques we will employ to attempt to reach our Clients’ goals are proprietary and are not required to be disclosed to potential investors (or to Investors). As a result, a potential investor’s decision to invest in a Client must be made without the benefit of being able to review and analyze our strategy and techniques. Undisclosed Positions In an effort to protect the confidentiality of its positions and its strategies, we generally will not disclose our Clients’ liquid Token positions to Investors on an ongoing basis. We, in our sole discretion, may from time to time permit such disclosure to certain Investors. Changes in Investment Strategies We have broad discretion to expand, revise or contract a Client’s business without the consent of its Investors. A Client’s investment strategies may be altered (via prudent additional restrictions, but not expansion beyond what has been disclosed in the Offering Documents), without prior approval by, or notice to, its Investors, if we determine that such change is in the best interest of the Client. Operating Deficits The expenses of operating a Client (including Management Fees payable to us) could exceed its income. This would require that the difference be paid out of the Client’s capital, reducing the amount of capital available to the Client for investment and the Client’s potential for profitability. Business and Regulatory Risks of Private Investment Funds Legal, tax and regulatory changes could occur during the term of a Client that may adversely affect such Client. The regulatory environment for private investment funds, including with respect to transactions in and custody of Digital Assets, is evolving, and changes in the regulation of private investment funds may adversely affect the rights of Investors to receive preferential terms for their investments in Clients, the value of investments held by a Client and the ability of such Client to obtain the leverage it might otherwise obtain or to pursue its trading strategies (although many of our Clients do not currently anticipate using a material amount of leverage as part of their investment or trading strategies). In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of a number of aspects of Digital Assets investment strategies, including derivative transactions and funds that engage in such
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transactions, is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on a Client and its Investors could be substantial and adverse. Enhanced Scrutiny and Potential Regulation of Private Investment Funds There has been enhanced governmental scrutiny and/or increased regulation of the private investment fund and financial services industries in general. Future legislation may have an adverse effect on the private investment fund industry generally and/or on our Clients, specifically. In addition, regulatory agencies in the U.S., Europe, or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private investment fund industry, or other changes that could adversely affect private investment firms and the funds they sponsor, including our Clients. Additional governmental scrutiny may reduce the availability of our Clients’ investment opportunities and may increase such Clients’ (and our) exposure to potential liabilities and to legal, compliance and other related costs. Such increased regulation and scrutiny could have a material and adverse effect on the Client. There are additional potential regulatory changes that may be applicable to us or our Clients that are discussed infra. Assignment of Advisory Contracts Federal and state laws applicable to investment advisers (including, without limitation, the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and rules promulgated thereunder) may impose limitations on our ability to assign certain of our rights and obligations under the applicable Partnership Agreement. Normally, such limitations would permit us to engage in transactions that do not involve a change of control of a Client’s General Partner or Managing Member without consent of the applicable Investors. However, to the extent that an assignment does involve a change of control, we will be required to seek consent of those Investors before the transaction will be consummated. To the extent that the consent of Investors is required for a particular assignment, such consent may be withheld to a transaction that would, in our view benefit the particular Client and/or the Investors. Generally, these laws do not require a minimum length of time for notices or deadlines to provide or withhold consent. We may establish reasonable notice periods and deadlines in its sole discretion. We may seek Investor consent via electronic means and/or negative consent. Side Pocket Investments Those Clients structured as open-ended funds may invest part of their assets in investments that we believe either lack a readily assessable market value or which should be held until the resolution of a special event or circumstances (“Side Pocket Investments”). These Clients may not be able to readily dispose of Side Pocket Investments, and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. For accounting purposes, Side Pocket Investments and other assets and liabilities for which no such market prices are available will generally be carried on the books of the Clients at fair value. There is no guarantee that fair value will represent the value that will be realized by Clients on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. A withdrawing investor with an interest in a Side Pocket Investment will not receive any amount in respect of such interest until the related Side Pocket Investment is realized or deemed realized. Force Majeure -12-
Item 7: Types of clients
Our clients are the Clients, as described in Item 4 above, and their Investors are generally, among others, financial institutions, funds of funds, sovereign wealth funds, family offices, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
We and our affiliates are entitled to performance-based compensation. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performancebased fees from some clients, but not from other clients. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different compensation arrangement.
Item 10: Other financial industry activities and affiliations Conflicts of interest
Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer, respectively.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics We have adopted a “Code of Ethics” that sets forth the standards of conduct expected of all our Managing Partners and employees providing services to our Clients (“Access Persons”) and requires compliance with applicable securities laws. Our Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by us or any of our Access Persons. Prospective clients and Clients may contact us at the telephone number or email listed on the cover of this Brochure to arrange to review a copy of our Code of Ethics. We have appointed an individual to serve as Chief Compliance Officer who, together with senior management, will be responsible for monitoring and enforcing the Code of Ethics. The Code of Ethics establishes the high standard of conduct that we expect of our Access Persons and procedures regarding our Access Persons’ personal trading of securities. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: • Access Persons must at all times place the interests of the Client and Investors first; • Access Persons must ensure that all personal securities and Digital Assets transactions are conducted consistent with the Code of Ethics’ Personal Trading Policy; and • Access Persons should not take inappropriate advantage of their position at the Firm. Further, our policies provide that all employees must act within the spirit and the letter of all federal, state, and local laws and regulations pertaining to the securities business, and at all times, the interest of each client has precedence over any personal interest. Our Code of Ethics requires employees to report their personal securities transactions and prohibits Access Persons from directly or indirectly engaging in certain securities transactions without first obtaining approval. In addition, the Code of Ethics requires Access Persons to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Access Persons and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, including Digital Assets, subject to the terms of the Code of Ethics. Under the Code of Ethics, Access Persons are required to file certain periodic reports with our Chief Compliance Officer as required by Rule 204A-1 -50-
under the Advisers Act. In addition, we use software platforms for the monitoring of certain Access Person investments, as well as certifications and reporting deliverables. The Code of Ethics helps us detect and prevent potential conflicts of interest. Our personnel are also required to promptly report any suspected or actual violation of the Code of Ethics of which they become aware. Access Persons are required to annually certify compliance with the Code of Ethics. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises of our headquarters. Resolution of Conflicts of Interest We seek to identify and resolve conflicts of interest in the best interests of our Clients and their Investors. In the case of all conflicts of interest, our determination as to which factors are relevant, and the resolution of such conflicts, will be made using our best judgment, but in our sole discretion. In resolving conflicts, we may consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. To the extent possible, we seek to resolve potential conflicts of interest in such a way so as to prevent the potential conflict of interest from becoming an actual or apparent conflict of interest. Where conflicts of interest that involve us or our employees on one hand, and one or more Clients or their underlying investors on the other hand, we seek to resolve potential conflicts of interest in a way that favors the interests of our Clients or their underlying investors over our or our employees’ interests. In some instances, conflicts of interest may arise between Clients or Investors. We will seek to resolve these conflicts in a way that is as fair and reasonable for all affected parties, even if the ultimate resolution could nevertheless disadvantage or appear to disadvantage one or more of the parties to some extent. While we endeavor to resolve all conflicts in a fair and impartial manner, there can be no assurance that our own interests will not influence our conduct and decisions. The material conflicts of interest encountered by Clients include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by them. Other conflicts may be disclosed throughout this brochure and the applicable Client’s Offering Documents and the brochure and such Offering Documents should be read in their entirety for other conflicts. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: • A Client will not make an investment unless we believe that such investment is an appropriate investment considered from the viewpoint of the Client; • Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Offering Documents for the Client; • Some Clients have established an advisory committee, consisting of representatives of Investors not affiliated with us. The advisory committee meets as required to consult with us as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, we will be guided by our good faith discretion; • Where we deem appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of a qualified third party to opine as to the fairness of a purchase or sale price; and
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• Prior to subscribing for interests in a Client, each Investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client. Participation or Interest in Client Transactions Certain of our employees and affiliates invest in and alongside our Clients, either through the general partner or as direct investors in a Client or otherwise. A Client or its general partner, as applicable, may reduce all or a portion of the Management Fee, Performance Allocation or Carried Interest related to investments held by such persons. We, our affiliates and our employees also engage, and in the future may engage, in a broad spectrum of activities, including direct investment activities (including trading in Digital Assets and alternative currencies outside of Client portfolios) and investment advisory activities, and have extensive investment activities (including investments for their own account) on behalf of both persons or entities to which they provide investment advice on a principal basis that are independent from the activities of the Clients, and may from time to time conflict with or be adverse to advice given or action taken for Clients, including by buying or selling Digital Assets at different times than Clients, or when a Client is doing the opposite. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. We, our affiliates, and members, officers, principals and employees from time to time buy or sell Digital Assets or other potential investments that we may have recommended to a Client, or in other assets that are otherwise suitable for investment by a Client. Our principals and employees may also buy securities or Digital Assets in transactions offered to but rejected by our Clients. A conflict of interest may arise because such investing personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by us on behalf of a Client. In such circumstances, the investing personnel will not share or reimburse the Client for any expenses incurred in connection with the investment opportunity. In addition, our personnel may also buy securities in other investment vehicles (including private equity funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of our Clients and/or which may invest in similar assets as our Clients. Such personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same investments as our Clients and there may be situations in which such investment vehicle purchases an investment from, or sells an investment to, a Client. Such personnel may be incentivized to cause a Client to act in a manner that benefits such other investment vehicles and indirectly themselves as investors in such investment vehicles. The transactions described above are subject to the policies and procedures set forth in our Code of Ethics and Investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments may vary from those of our Clients. If our personnel have made large capital investments in or alongside Clients, they will have conflicting interests with respect to these investments. In addition, Clients from time to time invest in Digital Assets or securities of companies in which our personnel previously invested for their own accounts. While the significant interests of our personnel generally align the interest of such persons with the Clients, such persons may have interests that substantially differ from our Clients’ interests due to differences in liquidation preference, voting rights, lock up periods or other investment terms. This may result in such persons having personal investment interests that directly conflict with the interests of our Clients. -52-
Item 12: Brokerage practices Conflicts of interest
We are authorized to determine the broker-dealer to be used for executing securities and Digital Assets transactions for our Clients. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Clients. Our authority is limited by our own internal policies and procedures and each Client’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. While the question of whether Digital Assets are securities has not been established by applicable law, rule, regulation or policy, we seek to satisfy best execution considerations when transacting in Digital Assets on behalf of our Clients. Accordingly, when considering quantitative factors as part of its Best Execution process we will consider the impact any “gas fees” that might be incurred on one trading platform would have on the total acquisition cost of such digital assets against the total acquisition cost for the same asset on other available platforms. Data regarding transaction costs, like “gas fees” are not
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always available on decentralized cryptocurrency exchanges (a “DEX”), accordingly, we generally seek to avoid transacting on a DEX for our Clients where transaction cost data is unavailable. Applicable regulation regarding Best Execution obligations permits us to also consider qualitative factors in determining where to transact on behalf of our Clients. With regard to trading Digital Assets on a DEX, to the extent applicable and practicable, we will consider the toxicity of a liquidity pool (i.e., the number of digital wallets connected to the liquidity pool that have transacted with wallets that are sanctioned or they themselves have transacted with sanctioned wallets) as a relevant consideration about whether to transact in such liquidity pool. Soft Dollars At this time, we do not participate in the use of Soft Dollars, however if we decide to participate in a Soft Dollar program in the future, we will implement the appropriate policies and procedures.
Item 14: Client referrals and other compensation Conflicts of interest
We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals. While not a client solicitation arrangement, the Adviser has engaged and reserves the right from time to time to engage one or more persons to act as a placement agent for a Client in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to the Client that are subsequently accepted, although different Clients may have different terms for such solicitation arrangements.
Item 9: Disciplinary information
To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective investor's evaluation of our advisory business or the integrity of our management.
Item 13: Review of accounts
Our Portfolio Managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Client to ensure that they conform with the investment objectives and guidelines that are stated in the Client’s Offering Documents. In these reviews, we pay particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute quarterly unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to Investors.
Item 15: Custody
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We will be deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client's account or otherwise withdrawing funds from a Client's account. Account statements related to the Clients are sent by qualified custodians to us. We will comply with Rule 206(4)-2 of the Advisers Act (i.e., the ”custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Client’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Client’s audited financials to Investors within 120 days of such Client’s fiscal year end. Investors should carefully review the audited financial statements of the Clients upon receipt, and should compare these statements to any account information provided by us. Additionally, although we are not a qualified custodian under the meaning of Rule 206(4)-2 under the Investment Advisers Act, we have developed policies and procedures for Digital Assets that we selfcustody that we believe are consistent with the objectives of the Investment Advisers Act’s custody provisions, including providing no less than quarterly account statements to Investors and distributing Client’s annual audited financial statements. Investors should carefully review their account statements upon receipt, and should compare these statements to any account information provided by us. Some Digital Assets held by Clients are not “funds” or “securities” and, therefore, will not necessarily be held in the same manner as “funds and securities.” However, we, as a fiduciary, take appropriate steps to safeguard these Digital Asset holdings in a manner that we believe is reasonably designed to protect our Clients against loss or misappropriation of the Digital Asset interests. As noted in Item 8, we may manage our Clients’ custody of some or all of its Digital Assets, by generating the private keys that control movement of the various Digital Assets. Our Clients, under our management and supervision, may store such Client’s Digital Assets on various Digital Asset exchanges. Such exchanges take various measures to provide safekeeping for the assets held by those exchanges. CoinFund conducts due diligence on such exchanges and security protocols prior to utilizing such services. In addition to maintaining custody of a Client’s Digital Assets on various Digital Asset exchanges, such a Client, under our management and supervision, may store the Client’s Digital Assets in a “cold wallet” through hardware or software storage. Digital Asset exchanges may also require us to provide control of the private keys when the exchange is utilized by the Client.
Item 16: Investment discretion
We will have full discretionary investment authority with respect to the Clients, including authority to make decisions with respect to which securities and Digital Assets to be bought and sold, as well as the amount and price of those securities and Digital Assets.
Item 17: Voting client securities
In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives.
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We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:
the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.
Generally, Clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.
Item 18: Financial information
We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years. Item 19: Requirements for State-Registered Advisers
Filings
3 filings to the SEC since October 2021: 3 other. The latest 3:
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
CoinFund Management LLC has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Eightco Holdings Inc.SCHEDULE 13G/A Aug 14, 20264
Sources
The numbers on this page point here. Each one links to the record it came from.
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