This chapter provides a comprehensive guide to executing a smooth fund closing, covering the six weeks before close through post-close stabilization. Institutional closing requires coordinated execution across legal, operations, compliance, and banking functions.
6-Week Pre-Close Countdown
Week -6 to -4: Preparation Phase
- Finalize LPA (fees, carry, catch-up, governance, expenses)
- Finalize PPM as single source of truth
- Complete subscription templates with e-signature
- Confirm fund admin close-ready (SOW signed, portal provisioned)
- Open fund operating and sweep accounts
Week -3 to -1: Final Execution
- Circulate finals with 7-10 day review window
- Distribute AML/KYC packages
- Confirm capital call amounts and test wires
- Schedule LP closing call
Legal Documentation
LPA (Limited Partnership Agreement)
- Fee schedules and management fee mechanics
- Carry mechanics, recycling provisions
- GP commitment and clawback terms
- IC authority and expense policy
- Valuation methodology
- Side-letter/MFN provisions
PPM (Private Placement Memorandum)
- Strategy and investment thesis
- Risk factors and conflicts disclosure
- Fee summary and regulatory legends
- Performance presentation (net alongside gross)
- Tax/ERISA considerations
Subscription Documents
- Investor questionnaires
- AML/KYC collection forms
- Tax forms (W-9, W-8BEN)
- E-signature blocks
Document Concordance
One-page map cross-referencing LPA/PPM/exhibits to ensure consistency across all fund documents.
Banking & Capital Call Mechanics
Fund Operating Account
Dedicated account with dual-approval, role-based access. Never commingle with GP or personal funds.
Capital-Call Sweep Account
Separate inbound-only account with standardized wire narratives for LP contributions.
Capital-Call Line
Subscription line bridging timing between commitments and deployments. Document borrowing-base.
Governance Framework
Facility caps 25-50% of commitments. Treasury Controls Checklist required.
AML/KYC Procedures
Note: FinCEN investment-adviser rule effective January 1, 2028 — build policies now
Core Requirements
Collection Requirements
Individuals
- Name and address
- Date of birth
- Government-issued ID
Entities
- Formation documents
- Directors/officers
- LEI (if applicable)
Screening Requirements
Record Retention & Vendors
- 5 years post-relationship retention requirement
- Recommended vendors: Vestlane, Cascade, KYC-Chain
- Require SOC 2 Type II certification from vendors
Post-Close Operations (Day 1-30)
- Finalize cap table and capital accounts
- Provision LP portal with ILPA v2.0 guide
- Execute first capital call
- Hold IC meeting on deployment
- File Form D, archive books/records
Common Closing Mistakes
Premature closing before pipeline ready
Incomplete AML/KYC
Mismatched sweep mechanics
Unclear MFN/side-letter policy
Poor LP communication