Run a fund with limited partners and side letters? Here is how the next close gets cheaper than the last.
If you manage a closed fund, you have an agreement, a stack of side letters, an administrator and limited partners who each signed something slightly different. Tokenizing replaces none of that. It makes the register current and the transfers lawful by construction.
$305M+ in assets structured and supported · 100+ companies · 20+ countries · founded 2018
For managers, general partners and fund operations
What fund tokenization changes for you.
Not a demonstration of what we can do. Four things you can do with a fund once the record, the raise and the token are in place.
Reconcile the side letters, once
The agreement, every side letter and the subscription documents in one record, with the conflicts named.
Open a feeder fund or a single-deal pot from the same record
The new closing is drafted from what is already checked, instead of a fresh questionnaire to everyone.
Make transfer consent a check the contract runs
A transfer that would breach the terms does not settle; the administrator reports from the register.
Know where you stand in about eight minutes
Twenty-five questions, a score, and the list of what is missing. Free, and nobody calls you.
Your problems, and what we do about them
Why fund tokenization is slow today, and what fixes each problem.
Written in the owner’s words. If yours is not on the list, the readiness score will find it in about eight minutes, and nobody calls you.
The side letters override the agreement and nobody has listed them
The record lists them and names where they conflict with the agreement.
A register that reflects what was actually agreed.
Transfers are an email chain
Consent and eligibility are conditions of the token, checked on transfer.
A position that simply moves, inside the rules.
Every close is a data room again
The next close, the feeder and the co-invest read the same record.
Paperwork you did once, used again.
Intelligence · the record
Due diligence for a fund: why you would use Intelligence.
Because the manager should know the fund better than the administrator does.
The agreement and every side letter, read together
The partnership agreement, each side letter and the subscription documents enter the record with the conflicts between them named, so the holder list reflects what was actually agreed rather than only what the main document says.
Audited accounts and outside valuations above your own numbers
Statements from the auditor and valuations from a licensed valuer sit at the top. The manager’s own estimate is in the record too, one level down, clearly labelled.
One record for every investor and every closing
Investors, the administrator and the auditor open the same link. The next closing starts from the record instead of a fresh questionnaire to everybody.
An example, made up for this page. Say you manage a closed fund with thirty investors and a feeder in planning, a second fund that exists only to pool a group of them. You upload the agreement, eleven side letters, the holder list and the audited accounts. The record finds two side letters granting transfer rights the main agreement does not, and a valuation the auditor qualified. Both are resolved before the feeder is drafted. How Intelligence works
Raisable · the raise
Raising capital for a fund: why you would use Raisable.
An example, made up for this page. Say you open a feeder for smaller tickets. Your lawyer picks the exemption, the package is prepared from the reconciled record, investors verify and sign on your own address, and the feeder’s holder list fills as commitments land.
Offering documents reconciled with your own terms
The memorandum and subscription documents for a new closing, a feeder or a single-deal pot are drafted from the record and checked against the partnership agreement rather than restating it.
Investor checks collected once, in the form everyone accepts
Accreditation and eligibility gathered once, in the shape the broker-dealer and the administrator will both accept.
A flat fee for the window, never a percentage
A licensed broker-dealer runs any regulated sale. No placement fee and no carry at any layer of ours.
Compass · tokenization
How fund tokenization works, and why it makes sense.
Because permission to transfer should be a check, not a conversation.
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Consent becomes a condition of the asset
Written into the token, permission stops being an email chain: a transfer that would break the fund’s terms does not go through.
What you get
A list of holders the administrator reports from, rather than one they rebuild.
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The administrator reports from the list, not to it
The holder list is right at the moment of the transfer, so the administrator reads from it instead of rebuilding it each quarter.
What you get
Money in and money out on the stated date, recorded as it moves.
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Money in and money out on the date, recorded
Capital calls and distributions run from the register to everyone holding on the day, in USDC, a digital dollar, and are written into the file. There is a path to secondary trading through licensed venues.
What you get
Permission to transfer that is a check the asset runs, not a conversation.
An example, made up for this page. Say an investor wants to sell half a position to another existing investor. The contract checks the consent rule and their eligibility, the transfer settles, the list is correct the same minute, and the administrator’s next report reads from it. How Compass works
Side by side
Fund tokenization side by side: the same four questions, before and after.
Nothing here needs the rest of the page. If the right column is not worth the work to you, the answer is no, and that is a fine answer.
The holder list
Rebuilt by the administrator each quarter
The asset itself, right on every transfer
A transfer
Consent by email, lawyers on both sides
A check the contract runs
The next closing
A new data room
The same record, a new window
Money in and out
A run from a spreadsheet
From the register, on the date, recorded
Our clients
Fund tokenization case studies: named work, and the marks that go with it.
Funds come to us when their existing terms will not let them do something. Three are below, and the other fund names follow.
Igniter100
United Kingdom · Token structuring
We structured a compliant tokenized fund that accepts small tickets and still invests in early-stage companies.
What that means for you
A smaller minimum widens the investor base without breaking the fund’s own rules.
PLMP
Cambodia · Regulatory framework
We built a compliant framework for a venture capital fund investing across several countries at once, each with its own view on who may hold what.
What that means for you
One structure that holds in every country you raise in, decided in advance.
Trade Credebt
United Kingdom · Token structuring
We developed an exchange traded token structure so the business could reach investors beyond the retail holders it already had.
What that means for you
A new instrument reaches a new investor pool without re-papering the old one.
Our clients in this sector
Every name here is published with the client’s agreement on our case studies. Deal sizes, terms and returns are not ours to publish and are not here. The rest of the client list is private, and we will introduce you to the ones closest to your situation when we speak.
In plain English
Fund tokenization terms: six words this page uses, in plain English.
You do not need any of this to talk to us. It is here because these words get used at you in meetings, and knowing them is worth more than nodding along.
Limited partner
An investor in a fund. They put in money and take no part in running it, which is what limits their liability.
Subscription documents
The pack an investor signs to join a fund: who they are, what they are allowed to invest in, and what they are agreeing to.
Transfer restriction
A rule about whether an investor may sell their stake and to whom. It is in the fund’s own documents, and it is the first thing to read before promising anyone liquidity.
Side letter
A private agreement giving one investor terms the others do not have. Most funds have several, and together they quietly override parts of the main agreement.
Feeder fund
A second fund that exists only to pool a group of investors and put them into the main one, usually because they sit in a different country or a different rule set.
Register
The list of who holds what in the fund. Tokenized, it becomes the record itself rather than a document about it.
What you will be asked for
Documents needed for fund tokenization, and who has to have issued them.
Every answer in the record carries its document and a proof tier from T0 to T5. A number you typed and a number from a registry both get in, and they are not stored as though they were equal.
The partnership agreement and every side letter
T4Signed by the other side
Subscription documents and the holder list
T3Your books
Audited fund accounts
T5An auditor
Outside valuation of the holdings
T5A licensed valuer
The administrator’s books
T3The administrator
Where this usually stops: stage 04 · Package. The fund’s existing terms and the offering terms have to be reconciled, not merely restated. The six stages are on the Compass page. T5 is issued by an authority, T4 is signed by the other side, T3 is your accounting system of record; anything asserted without a document sits at T0, and the score will say so.
When this is not for you
When fund tokenization is not for you: three cases, in advance.
Said here so you can leave without a call. It is cheaper for both sides than discovering it in week six.
A first-time manager with no fund closed and no investors in it yet.
A vehicle that has not been formed. The useful first step there is the record.
A fund whose holdings nobody outside the firm has ever valued.
Primary sources: Investment Company Act, section 3 - including the 3(c)(1) and 3(c)(7) exclusions – 15 U.S.C. 80a-3 · Regulation D, Rule 506 – 17 CFR 230.506.
Questions
Fund tokenization services, answered briefly.
Short answers, taken from this page and the rest of the site. The long versions are above.
What do Stobox fund tokenization services cover?
Three steps on one record. Intelligence builds the fund record with side letters reconciled, Raisable prepares the offering from it, and Compass issues the LP units, keeps one register of holders and pays distributions to holders of record.
Is Stobox a fund tokenization platform?
Compass is the issuance layer: it issues security tokens primarily on Base, with Arbitrum and Canton also supported, and enforces eligibility and consent at the transfer layer. The work that decides the outcome is reconciling the LPA with the token contract before anything is issued.
What happens to side letters when a fund is tokenized?
They are read into the record and reconciled with the LPA and the token terms. Where a side letter needs a consent, the consent becomes a check the contract runs rather than an email somebody has to remember.
Should a fund tokenize at the fund level or through an SPV?
It depends on the investors and the asset. The trade-offs are in fund or SPV, and the LP-unit mechanics in how to tokenize a private equity or VC fund. Stakes in a single vehicle are covered on tokenized private equity interests.
What does it cost?
Intelligence is $499 a month. Tokenization is a flat fee for a dated raise window, never a percentage of the raise; the rest is on the pricing page. Stobox is a technology provider. It is not a broker-dealer, investment adviser, custodian or law firm; any regulated sale runs through a licensed firm, and the exemption is chosen by your counsel. Fees are flat, never a percentage of the raise.
Three steps to a call
Find out where a fund stands.
Start with the score, ask the founder if you want to, then bring it to a call. Prefer email? info@stobox.io.
Score your asset
The Readiness Score: twenty-five questions across seven dimensions, about eight minutes, no email to see the result.
Take the Readiness ScoreAsk the founder, live
Founder Office Hours with Gene Deyev: 40 minutes on Zoom, Mondays 1 PM ET and Thursdays 2 PM ET.
Join Founder Office HoursBook a call
Bring the asset and the score. We will say what is missing, and say so if the answer is no.
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Stobox Technologies Inc. Nothing on this page is an offer to sell or a solicitation to buy any security, and nothing here is legal, tax or investment advice. Stobox is not a broker-dealer and not a law firm; regulated activity runs through licensed firms and listing decisions rest solely with the venue. All figures are indicative and are confirmed in writing in your quote. See the privacy summary.