Fund Formation

Raising a fund starts with a solid foundation. You’re building an entity, a track record, and a set of relationships meant to last. And the structure and terms you set before the first close will govern all of it. Limited partners will diligence you with the same rigor you bring to the companies you back; the fund you stand up has to hold up to that scrutiny.

We help fund managers form and launch their funds: structuring the fund, general partner, and management company entities; drafting inter-company agreements and offering documents; and navigating the securities and investment adviser regulations that govern a private fund raise.

Whether it’s your first fund or your fourth, formation is where your economics, your governance, and your obligations to LPs are set for the life of the fund. We help you get that architecture right and reach first close without surprises.

How should your fund be structured?

Most venture and private funds have a general partner, limited partners, and a management company. The structure separates economics, control, and liability in ways that matter as the fund grows and as you raise successive vehicles. We set up the full stack and structure it with your next fund already in mind.

What terms will your LPs care about?

Your fund documents are where your duties to investors are written down and where sophisticated LPs negotiate. We draft and negotiate the governing agreement, private placement memorandum, and subscription documents, and we handle the terms LPs focus on: management fee and carried interest, the GP commitment, the distribution waterfall, and the investment period, among other governance provisions. Side letters and most-favored-nation rights get the same attention, since what you grant one LP can follow you across the rest of your base.

Which regulations apply to your raise?

A fund raise is a securities offering, and several regimes may apply. We map your path through them: the Regulation D private placement exemption and blue-sky filings; the Investment Company Act exemptions; and your status under the Investment Advisers Act, including whether you qualify as an exempt reporting adviser or need to register. Getting this right at formation shapes who you can take money from and what you’ll owe in ongoing obligations.

For obligations that continue after launch, see Fractional General Counsel.

What does it take to reach a first close?

A fund isn’t real until capital is committed. We manage the closing mechanics (LP onboarding and subscriptions, accredited-investor and qualified-purchaser confirmations, and first and subsequent closings) so you can keep your attention on raising rather than on paperwork.

Fund Formation Services We Handle

• Fund structuring 
• Governing agreement drafting and negotiation
• Private placement memorandum and offering materials
• Subscription agreements and LP onboarding
• Side letter and most-favored-nation (MFN) negotiation
• Economic terms: management fee, carried interest, GP commitment, and distribution waterfall
• SEC and applicable regulatory compliance