Capital

Fund formation docs
with consistent terms throughout.

Enter your fund terms once. Get the PPM, subscription agreement, operating agreement, investor questionnaire, side letter template, and Form D back as a set. Every definition, number, and term stays consistent across all six documents.

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Free demo. All 6 documents. About five minutes of input.

The consistency problem

When your PPM says a 2% management fee and your operating agreement says 2.5%, that's a securities issue. When the subscription agreement references a provision that doesn't exist in the OA, someone has to find it. OpenShut generates all six documents from one set of inputs so terms, defined terms, and cross-references stay aligned across every document.

Six documents, each with the sections that matter

Expand each document to see what's inside.

PPM

Private Placement Memorandum

  • Fund strategy and target returns
  • Fee structure (management, carry, preferred)
  • Risk factors specific to your fund type
  • Conflicts of interest disclosure
  • LP rights and governance
  • Tax considerations and elections
Sub

Subscription Agreement

  • Capital commitment amount
  • Accreditation representations
  • Suitability confirmations
  • Tax status and entity type
  • Adapts for 506(b) or 506(c)
OA

Operating Agreement

  • Management authority and delegation
  • Distribution waterfall with GP catch-up
  • Voting rights and LP advisory committee
  • Transfer restrictions and ROFR
  • Key person provisions
  • GP removal mechanics
IQ

Investor Questionnaire

  • Income test ($200K / $300K joint)
  • Net worth test ($1M excl. primary residence)
  • SEC credentials (Series 7, 65, or 82)
  • Entity type and tax ID
  • Pure template, no AI needed
SL

Side Letter Template

  • Fee discounts and rebates
  • Co-investment rights
  • Information and reporting rights
  • MFN (most favored nation) clauses
  • Custom terms per investor
SEC

Form D Draft

  • Pre-filled SEC notice of exempt offering
  • File on EDGAR within 15 days of first sale
  • Fund details auto-populated
  • Pure template, no AI needed

506(b) or 506(c). Pick one, the docs adjust.

506(b)Most common
  • Up to 35 non-accredited but sophisticated investors
  • No general solicitation or advertising
  • Self-certification of accredited status accepted
  • Best for funds with existing investor relationships
506(c)Broader outreach
  • All investors must be verified accredited
  • General solicitation and advertising allowed
  • Third-party verification required (income, net worth, or Series 7/65/82)
  • Stricter on qualification, but lets you market the fund

Six fund types

Each fund type changes the risk factors, redemption terms, fee structures, and regulatory disclosures in your documents.

Private Equity

Buyouts, growth equity, turnarounds. 10-year fund life with extensions. Carry waterfall reflects hold period and J-curve.

Venture Capital

Seed through growth stage. Pro rata and follow-on reserves in the PPM. Longer fund life (12+ years typical).

Real Estate

Acquisition, development, value-add. Property-specific risk factors. Capital call timing tied to closing schedules.

Hedge Fund

Long/short, macro, multi-strategy. Redemptions, lockups, gates, side pockets, and high-water marks in the OA and PPM.

Credit

Direct lending, mezzanine, distressed. Interest income mechanics, shorter duration. Carry based on income, not appreciation.

Infrastructure

Energy, transport, utilities, digital. 15+ year fund lives. Regulatory risk factors. Government contract considerations.

Securities compliance checks

Reg D and offering

  • 506(b) vs. 506(c) verification applied
  • Accredited investor criteria enforced
  • Bad actor disqualification (Rule 506(d))
  • Form D pre-filled for 15-day window
  • State blue sky filings tracked

Investment Company Act

  • 3(c)(1): 100-investor limit
  • 3(c)(7): qualified purchaser ($5M)
  • 3(c)(5)(C): real estate fund exemption
  • ERISA 25% benefit plan investor test
  • VCOC and REOC exemptions

Tax and structure

  • Carried interest 3-year hold (IRC 1061)
  • GP catch-up waterfall calculated
  • Capital account maintenance
  • Partnership Representative (BBA 2015)
  • FinCEN BOI (domestic exempt since March 2025)

See what the full fund package looks like.

Six documents, consistent terms. Free demo in any fund type.

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