Fundamentals

Your friendly guide to investment funds and syndications.

“Michael is unquestionably the best fund attorney out there. That’s obvious from the first time you meet him. What comes out as you start working together is that he’s also one of the most genuinely incredible human beings, too. Scholastic wouldn’t be anywhere without him.”
Sean O’Dowd
Managing Director, Scholastic Capital
“Fundamentals: Your Friendly Guide to Investment Funds and Syndications is a refreshingly approachable guide to the often intimidating world of capital raising. Written by securities attorney Michael Huseby of TIL, this book breaks down complex topics like fund formation, syndications, regulatory compliance, and structuring strategies into plain, practical language. Whether you’re a first-time syndicator or an emerging fund manager, Fundamentals offers clear explanations, real-world tips, and useful checklists to help you navigate the modern capital-raising landscape with confidence. It’s the book you wish you’d had before launching your first deal. On a personal note, we hired TIL to handle our first fund, and they were incredible to work with. Professional, responsive, and deeply knowledgeable—they made a daunting process feel smooth and manageable. We couldn’t recommend them enough.”
Daniel Morgan
Principal, Marterra Residential Ventures
“If you believe Feynman’s adage that ‘If you really want to master something, teach it,’ then you have to recognize Michael’s mastery of fund formation law. He has the unique ability to break down complex topics into easily digestible pieces in an entertaining way. This book aggregates and expands upon his valuable insights that have guided countless professionals, including myself as I launched Nord Associates.”
Leif Gunderson
Principal, Nord Associates
“Michael Huseby has the rare ability to concisely distill complex subject matters while also providing the practical application of each topic. I have been fortunate to have had Michael as my go-to resource for all things ‘funds,’ and I am confident that his book will similarly serve as a comprehensive—yet easily understood—guide.”
Adrian Pinto
Founding Partner, Caravel Capital
“Michael has been my lawyer for a number of years, so I have firsthand experience seeing his quality of work. He’s one of the most talented fund formation lawyers with a unique skillset of taking complex terms and topics and distilling them down into user-friendly words and concepts. Having written two books for the venture capital industry myself, I know Fundamentals is both valuable and a must-read for anyone aspiring to be knowledgeable and an expert in venture capital, the art of managing a fund, or running a syndicate.”
Winter Mead
Founder, Coolwater Capital
“Michael is an expert in all things fund formation and securities law. We’ve worked closely with his team and followed his Fundamentals blog since inception. Fundamentals is a must-read for emerging managers and really any individual considering raising capital through a fund, SPV or otherwise.”
Sean Smith
Managing Partner, Search Fund Ventures
/ chapters
Chapter
1

How Long Does It Take to Raise a Fund?

A clear guide to how long it truly takes to raise a fund. This chapter breaks down the timeline, the legal steps, the prep work you should complete before hiring a lawyer, and what determines how fast you can close. If you want, I can prep all SEO titles/descriptions for every chapter at once.
Chapter
2

How Will You Be Paid for Managing the Fund?

This chapter explains exactly how fund managers get paid, including management fees, carried interest, fee offsets, GP commitments, and the income streams of both the GP and the management company.
Chapter
3

Who Do You Need on Your Team?

This chapter explains the key professionals every fund or syndication needs—from analysts and lawyers to CPAs, auditors, compliance officers, administrators, and optional specialists—to build a strong, functional investment-management team.
Chapter
4

Do You Want a Multi-Asset “Fund” or Deal-by-Deal “Syndications”?

This chapter explains the differences between multi-asset funds and single-asset syndications, outlining the advantages, drawbacks, fundraising dynamics, distribution waterfalls, and how new GPs typically progress from personal investing to syndications to full funds.
Chapter
5

Do You Want a “Closed-End” Fund or an Evergreen “Open-End” Fund?

This chapter explains the key differences between closed-end and open-end investment funds, covering fundraising timelines, investment periods, withdrawal rules, liquidity management, and the full lifecycle of a closed-end fund so GPs can determine which structure fits their strategy.
Chapter
6

What Key Investment Terms Do You Need in Your Investment Fund or Syndication?

This chapter breaks down the 20 core business terms every fund or syndication must define, including carried interest, management fees, GP commitment, investment limits, successor funds, LP rights, reporting, and governance structures like LPACs.
Chapter
7

How Do You Distribute Money to Investors Using a “Waterfall”?

This chapter explains how distribution waterfalls allocate profits between LPs and the GP, covering simple syndications, European vs. American structures, preferred returns, GP catch-ups, and clawback mechanisms.
Chapter
8

What Legal Documents Do You Need to Raise a Fund?

This chapter explains the principal and ancillary legal documents needed to raise a fund or syndication, including the summary of terms, LPA, subscription documents, PPM, and additional agreements required to properly form and launch an investment vehicle.
Chapter
9

How Do You Negotiate with Potential Investors?

This chapter explains how GPs and LPs negotiate fund terms through document changes and side letters, covering MFNs, fee and carry adjustments, co-investment rights, administrative requests, and strategic approaches for both sides.
Chapter
10

What Are the Mechanics for Admitting Investors into a Fund?

This chapter breaks down the full process of holding an initial fund closing—reviewing and signing subscription documents, executing the LPA, completing Form D and Blue Sky filings, gathering KYC/AML information, and officially onboarding your first investors.
Chapter
11

How Do You Call Capital from Investors?

This chapter explains how GPs call capital from investors after the initial closing—covering capital call notices, warehoused investments, pro rata funding, late-LP equalization, penalties for non-payment, and the difference between standard fund capital calls and “optional” capital calls in syndications.
Chapter
12

The Securities Act of 1933

This chapter explains how the Securities Act of 1933 applies to investment funds and syndications, what legally counts as a “security,” how Regulation D exemptions work, and the key differences between 506(b) and 506(c) offerings—so you can raise capital without running afoul of federal securities laws.
Chapter
13

The Investment Company Act of 1940

This chapter explains when an investment vehicle is treated as an “investment company” under the Investment Company Act of 1940, how private funds typically avoid full 40 Act regulation using exemptions like 3(c)(1), 3(c)(7), and 3(c)(5)(C), what counts toward investor limits, and how these rules affect real estate, debt, and parallel fund structures.
Chapter
14

The Investment Advisers Act of 1940

This chapter demystifies the Investment Advisers Act—covering how “investment adviser” is defined, what counts as compensation, and which exclusions apply. It then walks through the three major exemptions available to private fund managers, including the $150M private fund exemption, the venture capital exemption, and the foreign private adviser exemption. Finally, it explains what triggers full RIA registration, what Form ADV requires, and the ongoing compliance responsibilities for registered managers.
Chapter
15

State Investment Adviser Laws

This chapter breaks down how state investment adviser laws apply to private fund managers who are not SEC-registered RIAs. It explains the NASAA model rule, key exemptions, qualified-client requirements, audit obligations, and major differences across all 50 states. You’ll learn which states are permissive, which follow the model rule, which impose modifications, and which require full registration—so you can avoid costly compliance mistakes.
Chapter
16

Tax Laws (and How to Structure Around Them)

This chapter explains the core tax concepts every fund manager needs to understand. From UBTI and ECI to entity structures, pass-through taxation, and fee waivers, it walks through how smart tax planning protects returns, reduces risk, and keeps both GPs and LPs on the right side of the IRS.
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