STEVE MUELLER LEGAL SERVICES

CRYPTO, DIGITAL SECURITEIES & BLOCKCHAIN:

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Steve Mueller Legal Services advises clients across the full spectrum of Crypto, Digital Securities & Blockchain products, including (but not being limited to) regulatory, corporate, investment management, tax, and litigation matters, and across borders on multi-jurisdictional mandates.

Steve Mueller Legal Services also maintains close relationships with regulatory bodies, including (but not being limited to) the U.S. Congress Members and the U.S. Securities & Exchange Commission.

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Fund Formation and Investing:

• Formation and structuring of ETFs and other 1940 Act-registered investment fund structures, including preparing registration statements and facilitating SEC review process;

• Organization of private investment funds, including hedge funds and venture funds;

• Preparation of private fund documents such as private placement memorandums, limited partnership agreements, trust agreements, escrow agreements, subscription booklets, and investment management agreements;

• Advising on 19b-4 exchange listing applications for publicly traded digital asset investment funds;

• Negotiating side letters with private fund investors and arrangements with administrators and other service providers;

• Negotiating cryptocurrency custody agreements and derivatives trading documentation;

• Advising institutional investors on due diligence considerations associated with investments in private funds investing in digital assets;

• Guidance through evolving regulatory and enforcement landscape, including proceedings and investigations involving federal and state regulatory and law enforcement authorities (Department of Justice, Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), and various self regulatory organizations, including FINRA, NFA, and national securities exchanges); and

• Risk management and compliance guidance regarding custody, AML, MNPI, registration, and other digital asset enforcement priorities, including developing bespoke compliance manuals, policies, and procedures.

SEC, CFTC, and Other Regulations:

• Counseling on SEC, CFTC, and other regulations applicable to asset managers, issuers of virtual currencies and tokens, foundations, DAOs, and other entities operating in the crypto and blockchain space

• Analysis of whether coins, tokens and other digital assets may be classified as securities or commodities, and the implications of any applicable regulatory frameworks

• Advising on issues related to both centrally cleared and over-the-counter cryptocurrency derivatives

• Considerations related to the formation of DAOs, initial coin offerings and other token disbursement programs

Tax Planning and Structuring:

• Evaluating the treatment of cryptocurrencies and derivatives on cryptocurrencies under rules applicable to repurchase and lending transactions, straddles, wash sales, constructive sales, mandatory and elective mark- to-market recognition of gains and losses

• Evaluating tax consequences of cryptocurrency investments to different taxpayers in light of IRS guidance that cryptocurrencies are "property" and applicable tax treatment of air drops, staking, lending, other DeFi activities, including grantor trust and publicly traded partnership issues

• Determining whether a fund is engaged in a US-trade or business and evaluating the application of safe harbor rules to various cryptocurrencies

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