This guide shows sponsors how to create a private, auditable vehicle that raises capital and allocates to crypto yield strategies such as lending and staking of stablecoins like USDT. The goal is a clear spread between investor coupons and platform yields, delivered through a structure that looks and behaves like fixed income, with independent oversight and documented controls.
Delaware LLC or BVI company as Issuer SPV. If targeting offshore family offices, consider a Cayman SPC cell for cleaner segregation.
Privately placed notes with 8-12 percent fixed coupons. Proceeds allocated to crypto yield platforms within policy limits.
Independent trustee, regulated custodian, proof-of-reserves monitoring, quarterly attestations or annual audit, and a standing risk committee.
Pick Delaware LLC or BVI for speed and cost. Use a private placement to accredited or professional investors. If marketing outside your home country, take local counsel on placement rules.
Trustee controls movement of funds according to the Offering Memorandum and trust deed. Administrator maintains the register, NAV records if required, and investor communications.
Open an account with a regulated digital asset custodian. Execution routes can include approved exchanges and platforms such as Nexo or Binance for yield products. All venues must pass KYC and counterparty checks.
Caps by platform, tenor, and collateral type. Example: single platform exposure capped at 25 percent of AUM, minimum overcollateralization thresholds, and daily liquidity buffers of 5-10 percent in cash or T-bills equivalents.
Interest in flows from platforms to the custodian. Trustee pays operating costs, fixed investor coupons, and then residual to the sponsor. Missed coupon triggers a cure period and distribution pause.
Offering Memorandum, Subscription Agreement or Note Purchase Agreement, Trust Deed, Administration Agreement, Custody Agreement, and Risk Policy. Include stress tests and disclosure on de-peg and platform risk.
Monthly fact sheet, position and exposure table, proof-of-reserves dashboard, and quarterly attestation. Two independent analysts on contract publish market trend notes each quarter.
First close, staged deployment across approved platforms, and regular rebalancing to stay inside policy. Keep dry powder for coupon coverage during market stress.
| Priority | Flow | Notes |
|---|---|---|
| 1 | Custody and admin fees | Monthly invoices paid from operating account |
| 2 | Trustee fee and audit/attestation accrual | Accrued monthly, paid quarterly |
| 3 | Investor coupons 8-12 percent | Paid monthly or quarterly per note terms |
| 4 | Reserve top-up | Liquidity buffer maintained at policy minimum |
| 5 | Residual to sponsor | Paid after all prior items are current |
Diversify across venues. Limit per platform. Monitor health scores, insurance coverage, and on-chain data where available.
Disclose de-peg scenarios for USDT or other stablecoins. Size liquidity buffers and add a conversion path to cash if stress triggers.
Set maximum lockups and withdrawal notice periods. Hold short-duration allocations to cover coupons during outages.
Private placement to qualified investors only. Sanctions screening and source-of-funds checks on all subscriptions.
Granular permissions on custody. Dual controls for withdrawals. Whitelisted addresses only. Incident runbooks tested quarterly.
State that capital can be lost. Yields on platforms change. Platforms can fail. Do not present the vehicle as low risk.
| Document | Purpose |
|---|---|
| Offering Memorandum | Strategy, risks, fees, conflicts, governance, reporting |
| Subscription or Note Purchase Agreement | Investor commitments and representations |
| Trust Deed | Trustee duties and control of cash movements |
| Administration Agreement | Investor register, statements, NAV or balance reporting |
| Custody Agreement | Safekeeping, whitelists, approvals, insurance and liability limits |
| Risk Policy | Limits by venue, tenor, collateral, buffers, stress triggers |
| Auditor Engagement | Scope and timing of attestations or full audit |
| Data and Pricing Appendix | How yields are recorded, benchmarked, and verified |
Investors expect transparency. Set a calendar and stick to it. Below is a baseline rhythm for a passive strategy supported by two contracted analysts.
| Item | Frequency | Content |
|---|---|---|
| Monthly fact sheet | Monthly | Gross yield, coupon coverage, exposure by venue, buffer levels, incidents |
| Trend report | Quarterly | Analyst view on yields, spreads, counterparty health, regulatory updates |
| Attestation | Quarterly | Cash and asset confirmations, exceptions list |
| Audit | Annual | Financial statements with notes on custody and counterparties |
| Ad hoc alerts | As needed | Material platform changes, withdrawals, risk trigger breaches |
Lean but credible. Avoid cutting the items that give investors confidence. Numbers are typical ranges for a compact setup.
| Category | Setup (one-time) | Annual run-rate | Notes |
|---|---|---|---|
| SPV formation | $2,500 - $5,000 | $1,000 - $2,000 | Delaware or BVI |
| Core documents | $7,500 - $12,000 | $3,000 - $6,000 | Updates and consents |
| Trustee & admin | $3,000 - $5,000 | $10,000 - $20,000 | Cash control and investor records |
| Custody | $0 - $5,000 | $24,000 - $48,000 | $2,000 - $4,000 per month |
| Audit/attestation | $0 | $20,000 - $25,000 | Quarterly attestations or annual audit |
| Analyst contracts | $0 | $80,000 | Two analysts at $10,000 per quarter each |
| Website & deck | $5,000 - $8,000 | $2,000 - $4,000 | Hosting and updates |
| Social media light mgmt | $0 | $12,000 - $18,000 | Posting and community replies |
| Estimated totals | $18,000 - $30,000 | $152,000 - $203,000 | Year 1 adds setup to run-rate |
| Phase | Duration | Key outputs |
|---|---|---|
| Structuring & counsel | 1-2 weeks | Entity plan, investor base, term sheet |
| Docs & service providers | 2-3 weeks | OM, agreements, trustee and custodian confirmed |
| Accounts & custody | 1-2 weeks | Bank fiat account, custodian wallet setup, whitelists |
| First close & allocation | 1-2 weeks | Initial subscriptions, staged deployment |
Onboard only accredited or professional investors. Run KYC and sanctions checks on all subscribers. Monitor transactions for unusual activity. Maintain records that match the regulator’s retention periods in the jurisdictions you target.
Most centralised platforms pay interest from lending activity to traders and users who borrow against collateral with margin rules. Some include liquidity programs and market making. Liquidation engines and haircuts reduce loss risk but do not remove it. Present the mechanics clearly and avoid language that suggests near-zero risk.
No. It can be designed to reduce certain risks through diversification, custody, and limits, but platform failures, de-peg events, freezes, or legal actions can impair capital and delay coupons.
The vehicle draws on liquidity buffers or accepts a period of reduced residuals to the sponsor. If the gap persists, the manager can reduce coupons at renewal or suspend new allocations.
Custody governs keys, enforces whitelists, and provides oversight on movements. Some custodians integrate with exchanges through controlled connectors. This adds control and evidence.
No. Keep this to accredited or professional investors under private placement rules. Public marketing invites regulatory risk.
Third-party attestations, custodian statements, and on-chain proofs where relevant. Tie these to monthly fact sheets and quarterly reviews.
Three to five is a common range for diversification without operational sprawl. Apply hard caps per venue and per collateral type.
Pause new allocations, activate the incident plan, use buffers to pay coupons if possible, and report within the next business day. Follow the recovery path set in the policy.
You can, but that adds risk and complexity. If used, cap it at a small percentage and disclose the terms and covenants clearly.
They publish quarterly trend reports and ad hoc notes on yields, counterparty changes, and policy suggestions. Baseline compensation is $10,000 per quarter each.
Want this structure built with trustee, custody, documents, and reporting ready for investors? We can scope the work, assemble providers, and run the launch.
Request a ProposalThis material is for information only. It is not legal, tax, or investment advice. Crypto assets are volatile and involve significant risk of loss. Yields can change without notice. Past conditions do not predict future outcomes. Sponsors should obtain independent legal and tax advice and confirm placement rules in each target jurisdiction.
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