Tokenized Private Credit Fund (RWA)

Mandate

A private investment group sought to modernize its private credit strategy by improving capital efficiency, investor transparency, and cross-border distribution — without compromising regulatory compliance or institutional credibility.

The objective was not digital experimentation, but structural optimization: deploying blockchain infrastructure as a settlement and governance layer for a traditionally structured European fund.

Strategic Challenge

The client faced three structural constraints:

Distribution friction: Limited access to EU and international investors due to manual subscription, reporting, and settlement processes.
Operational opacity: Fragmented reporting across SPVs and jurisdictions reduced real-time visibility for investors and fiduciaries.
Regulatory sensitivity: Any digital enhancement had to remain fully compliant with EU fund regulation, AML standards, and institutional banking requirements.

Tokenization was considered only if it could enhance, rather than disrupt, the existing capital markets framework.

Noira Advisory Approach

Noira Advisory was appointed to design and coordinate a compliant RWA architecture integrating traditional fund structuring with digital asset rails.

Our mandate covered legal structuring, jurisdictional alignment, and institutional integration.

Structure Implemented

Fund vehicle: Malta NAIF, fully compliant with AIFMD requirements
Underlying assets: Senior secured private credit exposures
Tokenization layer: On-chain representation of fund interests (not assets), used exclusively for:
- Investor registry
- Subscription and redemption workflows
- Distribution and reporting transparency
Governance: Smart-contract rules mirrored fund documentation and investor rights
Custody & banking: EU-regulated custodian and Tier-1 banking counterparties

At no stage were regulatory obligations substituted or bypassed — digital infrastructure operated strictly as an overlay to a conventional legal framework.

Regulatory & Compliance Positioning

Full AIFMD compliance at fund and manager level
Tokenized interests classified and documented as representation, not issuance of unregulated securities
AML/KYC, CRS, and investor due diligence maintained under traditional standards
Written legal opinions obtained in EU jurisdictions to support institutional onboarding

This positioning ensured acceptance by banks, auditors, and professional investors.

Outcome

€20M fund successfully launched under an EU-regulated framework
Reduced settlement and operational friction for cross-border investors
Enhanced transparency and auditability without altering risk profile
Institutional-grade credibility preserved while future-proofing the structure

The client achieved operational modernization without reclassifying itself as a “digital fund.”

Why It Matters

This mandate illustrates a broader structural shift:

Real-World Asset tokenization is not a new asset class — it is a new operating layer for capital markets.

Noira Advisory acts where law, capital, and infrastructure converge, ensuring that innovation strengthens — rather than compromises — institutional integrity.