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Fund formation We form your next fund and fill it with LPs.

Fund structure through our partner law firm, a PPM that matches the agreement, and LP placement to the final close.

4.9 / 5 Top Capital Market Consulting Company 2026
18 Clutch reviews
Niclas Schlopsna, Managing Partner at spectup
30-minute call on your next fund Niclas Schlopsna · Managing Partner
/ 01

The placement behind your fund

Capital we have closed

Debt and equity round
$204M

Society Brands

Led by
i80 Group
Equity raise
$25M

Society Brands

Led by
Gullane Capital, $11M
With
Callais Capital, North Coast Ventures
Venture capital fund
Fund II

Lyra Ventures

For
Its second fund, Singapore
Work
Investor deck and fund narrative
Brad Gambill, previously Partner at McKinsey, on spectup’s capital advisory
I have worked with two other capital advisors. You produced the best results by a very wide margin.
Brad Gambill CEO LaneHealth previously Partner at McKinsey
/ 02

Fund formation, pin by pin

A fund opens only when every piece of work sits on the same line. Six pieces, running together.

  1. 01

    Structure

    Partner law firm

    The fund vehicle and its jurisdiction, formed to fit your strategy and your investors.

  2. 02

    Limited partnership agreement

    Partner law firm

    The LPA, drafted by lawyers and kept in step with the memorandum from the first draft.

  3. 03

    Regulatory filings

    Partner law firm

    The filings that let the fund raise and operate in the markets you are raising in.

  4. 04

    Private placement memorandum

    spectup

    The PPM, written from the agreement so every figure an LP reads is the same figure.

  5. 05

    Investor targeting

    spectup

    A named list of LPs that allocate to your strategy, size and region, in the order we approach them.

  6. 06

    Meetings and diligence

    spectup

    Introductions, LP meetings and diligence managed through to first, second and final close.

/ 03

Private equity fund structure: who sits where

Investors commit as limited partners, the general partner decides and a management company earns the fee.

Limited partnersCommit the capital
General partnerDecides and earns carry
The fundA limited partnership
Management companyCharges the management fee
PortfolioCompanies and assets
  1. 01

    Investors commit capital as limited partners.

  2. 02

    The fund invests in companies and assets.

  3. 03

    Returns flow back, and the general partner earns carry.

/ 04

Fund structuring for your next fund: successor fund, new strategy, continuation vehicle

A successor fund, a new strategy and a GP-led continuation vehicle are formed differently, and each is told to LPs differently.

Same strategy, next vintage. Your existing LPs first, new investors beside them.

Your record has to carry over. The PPM makes the case for the team in the new field.

A GP-led secondary: assets move into a new vehicle and your LPs choose to sell or to roll. New investors fund the stakes that are sold, and we place the vehicle with them.

One memorandum sets out the assets, the election and the terms as agreed. We do not negotiate terms.

LP base Fund I Existing LPs Fund II Re-up New LPs What carries over Track record Team Carries over New strategy Made in the PPM Who holds what Existing fund Roll Sell New vehicle Rolling LPs New investors Selling LPs Cash
/ 05

Fund formation timeline: the raise starts while the fund is formed

The PPM and the investor targeting start while the structure is still being formed, so the raise does not wait for the filings. A fund placement typically runs eight to twelve months.

Plan your fund with us
  1. 01Structure Partner law firm Vehicle and jurisdiction
  2. 02Agreement Partner law firm LPA and regulatory filings
  3. 03Memorandum Written from the LPA PPM and investor list
  4. 04Placement Meetings and diligence Introductions, LP meetings, diligence
  5. 05Close Month 8 to 12 First, second and final close
/ 06

One agreement, one memorandum, one set of numbers

LP counsel reads the memorandum against the agreement. Written together, there is nothing to query.

Limited partnership agreement

Partner law firm

spectup

Private placement memorandum

Written by spectup

Fund size and term
Fund size and term
Investment period
Investment period
Fees and carry
Fees and carry
Governance
Governance
  • The same figures in front of every LP

  • Nothing for LP counsel to query

  • Diligence moves forward from the first meeting

Forming your next fund

Form it right. Place it with LPs.

Tell us the strategy and the target size. We come back with the structure, the documents and the investors.

/ 07

The spectup partners who form and place your fund

Meet the whole team
Niclas Schlopsna, Managing Partner at spectup
Managing Partner

Niclas Schlopsna

LeadsSales and strategy

Shapes the story of your next fund with you before it goes to market: the strategy, the record and the size, so the case holds when an LP tests it. Founded spectup in 2022.

PreviouslyN26 logoBMW logoDeloitte logo
Edwin Mik, Partner and Head of IR at spectup
Partner & Head of IR

Edwin Mik

LeadsInvestor relations

With Barclays, Apax Partners and Euronext behind him, he decides which LPs see your fund first, and in what order.

PreviouslyBarclays logoApax Partners logoEuronext logo

Which spectup service you need

I am

  • Capital raising for companies

    From startup rounds to growth equity and private debt, placed with the investors who fit.Private Placement Startup Fundraising Inside a raiseCapital introductionPitch deck
  • Fund placement

    Fund managers raising a vehicle: structured with our partner law firm, placed with LPs from an investor base we own.Fund Formation You are herePrivate Placement Inside a raiseCapital introduction
  • Acquiring

    For companies, PE firms and HoldCos: the target universe and the off-market approach to owners, run to signing or as introductions only.Buy-Side M&A Deal Origination
  • Selling a company

    We set valuation and positioning, then put several bidders on one timetable to signing.Sell-Side M&A M&A Advisory
  • Secondary advisory

    For holders and acquirers of shares in private companies, matched one to one.Secondary Advisory
/ 08

Fund formation questions, answered

01What is fund formation?

Fund formation is the work of setting up an investment fund: the structure, the limited partnership agreement and the regulatory filings. At spectup our partner law firm does that legal work.

02How does private equity fund formation work?

A private equity fund is usually formed as a limited partnership. Investors commit capital as limited partners, the general partner makes the investment decisions and a management company earns the management fee. Our partner law firm forms that structure, drafts the limited partnership agreement and makes the filings; spectup writes the memorandum from the agreement and brings in the investors. Formation and raise overlap in time, so the investor questions reach you and counsel while the documents can still take them.

03What documents does fund formation need?

A private equity fund needs the limited partnership agreement, the private placement memorandum, the subscription documents each LP signs and, where investors ask for them, side letters. The partner law firm drafts the legal documents. spectup writes the memorandum from the agreement and runs the process to the first close and on to the final close.

04What is the difference between fund formation and fundraising?

Fund formation creates the vehicle: the structure, the agreement and the filings. Fundraising fills it: the memorandum, the investor targeting and the LP meetings. They overlap in time, so spectup runs them as one piece of work.

05What is a continuation vehicle?

A continuation vehicle is a new fund that takes over one or more assets from an existing fund, a GP-led secondary. Existing LPs choose to sell for cash or to roll into the new vehicle, and new investors can be added beside them. One memorandum sets out the assets, the election and the terms as agreed. The partner law firm forms the vehicle; spectup writes the memorandum and places it with the investors.

06What is a successor fund?

A successor fund continues the strategy of your existing fund with the next vintage. Your existing LPs are approached first and new investors join beside them.

07Can a manager form a fund in a new strategy?

Yes. The track record of the existing funds and the team has to carry over, and the private placement memorandum makes the case for the team in the new field. LPs diligence that case, so the memorandum and the numbers behind it have to hold.

08Who is fund formation through spectup for?

Established managers forming their next vehicle: a successor fund, a fund in a new strategy or a continuation vehicle. We take a vehicle of $50M or more, with a track record an LP can diligence.

09How long does fund formation take?

The formation timetable depends on the structure and the jurisdiction, and the partner law firm sets it with you. The raise does not wait for it: a fund placement typically runs eight to twelve months, depending on the size of the raise, and it can start while the fund is still being formed. How many existing LPs commit again and how quickly diligence runs move the date of the final close more than anything else, so we plan the timetable with you after the first call.

10What is a first close and a final close?

At the first close the first LPs commit and the fund can start. Later closes admit further LPs until the final close, when the fund is closed to new commitments.

11How much does fund formation cost?

The cost depends on the structure, the jurisdiction and the size of the fund. The partner law firm quotes the legal work. spectup works on a retainer plus a success fee, set out in a proposal after a first call. There is no fixed price list for either.

12What do fund formation services from spectup include?

The legal formation is done by our partner law firm: the fund structure, the limited partnership agreement and the regulatory filings. spectup adds the private placement memorandum, the investor targeting, the LP meetings and the diligence, so formation and raise are run as one piece of work to the final close. We do not give legal advice and we do not negotiate terms; both stay with counsel and you.

13Is spectup a law firm?

No. spectup is a private capital advisory firm and does not give legal advice. The legal formation work is done by our partner law firm.

14Does spectup negotiate the terms?

No. Terms are agreed between you, your counsel and the investors. spectup states them in the private placement memorandum as agreed and does not negotiate them.

15Why run the formation and the raise with one team?

The private placement memorandum is written from the limited partnership agreement, so the two have to say the same thing. Drafting them together keeps the figures LPs read in the memorandum identical to the ones in the agreement, and what investors ask about the structure reaches you and counsel while the documents can still take it.

16Does the fund have to be formed before spectup starts?

No. We can start while the partner law firm is working on the structure and the agreement.

17Does spectup place the fund with investors?

Yes. After the memorandum we introduce the fund to investors and LPs from a network of 440+ direct relationships, run the meetings and manage diligence to the final close. For how the placement runs, see our private placement agent page.

spectup

Your next fund, formed and filled to final close.

01

Strategy, target size and timing

02

A 30-minute call on structure and placement

03

Written proposal for formation and raise