Fund Formation

Page Summary:

This section outlines the general process and flow to launch a new OCV Fund.

Fund Entities

• Open Core Ventures (OCV) Fund [#] GP LLC

• Open Core Ventures (OCV) Fund [#] LP

Engage the Legal Team to create fund formation documents and required filings for both fund entities.

For the GP LLC entity, determine and provide:

1. Name(s) of General Partner(s)

2. Operating agreement terms (if different from standard/market terms)

3. Economic assignees and allocations (note if anyone is using a trust or entity name)

4. Vesting details

For the LP entity, determine and provide:

1. Total committed capital amount

2. General Partner (LLC) contribution %

3. Limited Partner contribution %

   1. Committed capital details of the known limited partners

4. Fund life: industry standard 10 years, option to extend for an additional 2 years with GP / LP agreement

5. Management fee details

6. Carry details

7. Fund expense details

8. Fund reporting (”Books and Records”) details (frequency of audited or unaudited financial statements provided to LPs)

Both fund entities use the same Registered Agent Service and OCV’s primary mailing address.

Registrations & Filings

While the Legal Team is drafting the detailed Limited Partnership Agreement (LPA) and fund Subscription Agreement, they can file Delaware registrations first in order to obtain EINs for the two entities. EINs are required for bank accounts and fund admin setup.

1. Delaware

   1. GP LLC Entity: Certificate of Formation and Form SS-4 (for EIN)

      1. Both signed by the General Partner

   2. LP Entity: Certificate of Limited Partnership and Form SS-4 (for EIN)

      1. Both signed by the General Partner

2. California

   1. Application to Register a Foreign Limited Liability Company (LLC)

   2. Application to Register Foreign Limited Partnership (LP)

   These applications are signed by the General Partner and name the same Registered Agent Service as DE filings. The Legal Team files for foreign qualification in CA. The OCV team provides CA-certified copies to the Registered Agent Service.

3. EDGAR: For the EDGAR Account (EDGAR access codes) Application, the General Partner is required to sign:

   1. Services Acceptance Letter (e-Signature)

   2. POA for Account Administrators (wet signature and notary required)

   3. Form ID (wet signature and notary required)

4. Form ADV

   1. Filed at the Management Company level to cover all funds managed

   2. The Advisers Act has an exemption for family offices. If requirements are met, then the Form ADV would not need to be filed until 60 days after accepting outside investors

As of May 2025, OCV Funds fall under Exempt Reporting Adviser (ERA) rules as venture capital fund advisers. According to SEC regulations, a venture capital fund is one that:

1. Does not invest more than 20% of the fund’s committed capital in non-qualifying investments, such as debt, secondaries, public issuances, fund-of-fund investments, or digital assets

2. Restricts borrowing (and all other leverage) to no more than 15% of the fund size, and repays any leverage-related debt within 120 days

3. Limits LP redemption rights (the ability of investors to cash out of the fund) to “extraordinary circumstances.”

4. Represents to investors that it pursues a venture capital strategy within these boundaries

IMPORTANT

Consult with the Legal Team on compliance-related items when there are substantial changes to fund strategy, structure, LP base, and investment team, etc. These may trigger additional registration requirements.

Bank Accounts

Once the Legal Team provides EINs for the GP and LP entities, contact the Bank’s Fund Services team to open a bank account for each entity. Each bank account application requires:

1. EIN

2. W-9 Form (latest from IRS website)

   1. Check “Partnership” for LP entity

   2. Check “LLC” for GP LLC entity; enter P (partnership) for tax classification

3. Control Person details (including ID upload)

4. Beneficial Owner(s), including ownership %s, and their KYC details (including ID upload)

5. All authorized persons for the bank account to sign the application

After the bank accounts are set up, work with the Banking Team to determine whether an Insured Cash Sweep (interest-bearing) add-on product would be appropriate.

Fund Admin

OCV uses a fund administrator for all funds. Notify the fund administrator to discuss the new service contract and setup. Ensure the fee structure aligns with Fund I fee structure.

Registered Agent Service

Notify OCV's Registered Agent Service Provider to make any necessary updates in State Annual Reports.