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GLOSSARY
The language of
the raise.
59 terms GPs and LPs use across a fund raise, explained without the jargon.
All
Investors
Fund structure
Fees and economics
Performance
Raising and closing
Legal and compliance
A
C
D
E
F
G
H
I
J
K
L
M
N
P
Q
R
S
T
V
W
A
Accredited investor
Legal and compliance
An investor who meets the SEC's wealth or professional tests to invest in private funds.
AIFMD
Alternative Investment Fund Managers Directive
Legal and compliance
The European Union framework that regulates managers of alternative funds.
Anchor investor
Cornerstone investor
Investors
A large early LP whose commitment gives other investors the confidence to follow.
C
Capital call
Drawdown
Fund structure
A request from the manager for LPs to send part of their commitment.
Carried interest
Carry
Fees and economics
The manager's share of a fund's profits, paid after LPs get their money back plus a preferred return.
Catch-up
Fees and economics
A feature that lets the GP receive most of the profits after the hurdle until it has its full share.
Clawback
Fees and economics
A duty for the GP to return carry it was paid if LPs end up short.
Co-investment
Co-invest
Fund structure
A chance for an LP to invest directly in a deal alongside the fund, usually at lower or no fees.
Committed capital
Fund structure
The total amount investors have promised to contribute to a fund.
D
Data room
Raising and closing
A secure online space where a manager shares documents with investors.
Distribution waterfall
Fees and economics
The order in which a fund's proceeds are paid out to LPs and the GP.
Distributions to paid-in
DPI
Performance
Cash actually returned to LPs divided by the capital they have paid in.
Dry powder
Fund structure
Committed capital that has not yet been invested.
Due diligence questionnaire
DDQ
Raising and closing
A standard list of questions investors send to a manager before committing.
E
Emerging manager
Investors
A fund manager raising a first, second or third fund, or running a smaller pool of assets.
Endowment
Investors
A pool of donated money, usually held by a university, that funds the institution over the long term.
Equalisation
Raising and closing
The adjustment that puts later investors on the same footing as those who joined at the first close.
F
Family office
Investors
A private firm that manages the wealth of one or several wealthy families.
Fee offset
Fees and economics
A reduction of the management fee by other fees the manager earns from portfolio companies.
Feeder fund
Fund structure
A vehicle that pools investors and puts their money into a main fund.
Final close
Raising and closing
The last date on which new investors can join, ending the fundraising period.
First close
Raising and closing
The first date on which a fund accepts commitments and can begin investing.
Form D
Legal and compliance
The notice a fund files with the SEC after its first sale under Regulation D.
Foundation
Investors
A charitable organisation that invests its assets and gives away part of the returns each year.
Fund of funds
Investors
A fund whose investors' money is spread across other funds instead of individual companies.
G
General partner
GP
Investors
The manager who raises the fund, makes the investments and carries the legal responsibility.
GP commitment
Fund structure
The manager's own money invested in the fund alongside its LPs.
H
Hard cap
Raising and closing
The maximum total commitments a fund will accept.
High-net-worth individual
HNI
Investors
A wealthy person who invests their own money, often through a private fund.
Hurdle rate
Preferred return
Fees and economics
The minimum annual return LPs must earn before the manager takes carry.
I
Internal rate of return
IRR
Performance
The annualised rate of return that reflects when cash goes in and comes out.
J
J-curve
Performance
The early dip in a fund's reported returns, before investments mature.
K
Key person clause
Raising and closing
A rule that pauses new investing if named leaders stop working on the fund.
KYC and AML
Know your customer, anti-money laundering
Legal and compliance
The identity and source-of-funds checks a fund runs on every investor.
L
Limited partner
LP
Investors
An investor who commits capital to a fund but does not run it.
Limited partnership agreement
LPA
Fund structure
The contract that sets out how the fund is run and how money flows between the GP and LPs.
LP advisory committee
LPAC
Investors
A small group of LPs that advises the fund on conflicts and key decisions.
M
Management company
Fund structure
The entity that employs the team and receives the management fee.
Management fee
Fees and economics
The annual fee LPs pay the manager to run the fund.
Most favoured nation clause
MFN
Raising and closing
A right for an LP to choose better terms that the manager gave to another LP.
Multiple on invested capital
MOIC
Performance
Total value returned divided by the money invested.
N
No-fault removal
No-fault divorce
Raising and closing
A right for a supermajority of LPs to remove the GP or end the fund without proving wrongdoing.
P
Pay to play rule
Rule 206(4)-5
Legal and compliance
A US rule that limits advisers from earning fees from a government client after certain political donations.
Pension fund
Investors
An institution that invests retirement savings on behalf of its members.
Pitch deck
Raising and closing
A short presentation that introduces the fund, team and strategy.
Placement agent
Investors
A firm paid to introduce a fund to potential investors.
Private placement memorandum
PPM
Raising and closing
The disclosure document given to prospective investors in a private fund.
Q
Qualified purchaser
Legal and compliance
A higher investor standard needed for funds that admit more than one hundred investors.
R
Regulation D
Rule 506(b) and 506(c)
Legal and compliance
The US exemption most private funds use to raise money without registering the offering.
Residual value to paid-in
RVPI
Performance
The value of what a fund still holds, divided by capital paid in.
S
SEC Marketing Rule
Legal and compliance
The US rule governing how registered advisers advertise, including how they show performance.
Secondary transaction
Secondaries
Fund structure
The sale of an existing fund interest from one investor to another.
Side letter
Raising and closing
A separate agreement giving one LP terms beyond the standard fund documents.
Sovereign wealth fund
SWF
Investors
A state-owned investment fund that manages a country's surplus wealth.
Subscription line
Capital call facility
Fund structure
A credit line a fund borrows against, secured by its LPs' unfunded commitments.
T
Total value to paid-in
TVPI
Performance
A fund's total value, realised and unrealised, divided by capital LPs have paid in.
Track record
Performance
The documented results of a manager's past investments.
V
Vintage year
Performance
The year a fund made its first investment or first called capital.
W
Warm introduction
Warm intro
Raising and closing
An introduction to an investor from someone they already know and trust.
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