Glossary

Investment Management Glossary

Key terms and definitions for private equity, real estate, and private debt fund management.

50 terms across 11 categories


Blockchain & Tokenization

Real World Assets (RWA)

Physical or traditional financial assets — such as real estate, private credit, commodities, and fund interests — that are represented as digital tokens on a blockchain.

Tokenization

The process of converting rights to an asset — such as fund interests, real estate equity, or debt instruments — into a digital token on a blockchain.

Security Token

A digital token on a blockchain that represents ownership in a regulated security — such as fund interests, equity, or debt — and is subject to securities laws.

ERC-3643

An Ethereum token standard designed specifically for compliant security tokens, embedding identity verification and transfer restrictions directly into the smart contract.

Smart Contract

Self-executing code deployed on a blockchain that automatically enforces the terms of an agreement — such as distribution calculations, compliance checks, or transfer restrictions.

Blockchain Protocol

The underlying network and consensus rules that power a distributed ledger — such as Ethereum, Polygon, or Avalanche — on which tokenized assets are issued and transferred.

Digital Securities

Securities — such as fund interests, bonds, or equity — that are issued, recorded, and transferred using blockchain technology instead of traditional paper or book-entry systems.

Fractional Ownership

Dividing an asset or investment into smaller units so that multiple investors can own a portion — enabled by tokenization to lower minimums from $500K+ to $10K-$50K.

Stablecoin Payments

Using price-stable digital currencies (pegged to USD, EUR, etc.) for cross-border fund transactions — capital calls, distributions, and investor payments — with near-instant settlement.

DeFi (Decentralized Finance)

An ecosystem of financial applications built on blockchains that operate without traditional intermediaries — offering lending, trading, and yield generation through smart contracts.

MiCA (Markets in Crypto-Assets Regulation)

The EU's comprehensive regulatory framework for crypto-assets and digital securities, establishing licensing, transparency, and consumer protection requirements across all member states.

Fund Accounting

NAV (Net Asset Value)

The total value of a fund's assets minus its liabilities, calculated per share or per unit to determine what each investor's stake is worth.

Waterfall Distribution

A tiered payout structure that determines the order and proportion in which fund profits are distributed between LPs and GPs.

Carried Interest (Carry)

The share of fund profits (typically 20%) that the GP earns as performance-based compensation after returning LP capital and meeting preferred return thresholds.

Preferred Return (Hurdle Rate)

The minimum annualized return (typically 6-8%) that LPs must receive before the GP earns any carried interest.

Capital Account

A running ledger tracking each investor's economic position in a fund or SPV — including contributions, distributions, allocated gains and losses, and fees charged.

Clawback

A contractual obligation requiring the GP to return previously received carried interest if subsequent fund performance falls below the agreed return thresholds.

Hurdle Rate

The minimum rate of return a fund must achieve before the GP earns carried interest — typically 6–8% annually in private equity and real estate funds.

Management Fee

The annual fee (typically 1.5–2% of committed or invested capital) charged by the GP to cover the fund's operating expenses, salaries, and overhead.

Promote (Promoted Interest)

The GP's or sponsor's share of profits above a preferred return threshold — functionally equivalent to carried interest, most commonly used in real estate fund structures.

Fund Operations

Capital Call

A formal notice from a GP to LPs requesting the transfer of committed capital to fund investments, fees, or expenses.

Fund Administration

The operational backbone of a private fund — encompassing accounting, NAV calculation, investor reporting, compliance, and regulatory filings.

Commitment (Capital Commitment)

The total amount of capital an LP pledges to a fund, which is drawn down over time through capital calls as investments are made.

Fund Formation

The legal and operational process of structuring and launching a new private fund — including entity setup, documentation, regulatory filings, and initial fundraising.

Subscription Agreement

The legal document an investor signs to commit capital to a fund, containing their investment amount, representations, and eligibility certifications.

SPV Dissolution

The formal process of winding down an SPV after the deal exits — calculating final distributions, generating closing statements, and terminating the legal entity.

Drawdown

The transfer of committed capital from LPs to the fund in response to a capital call, representing the conversion of a commitment into funded investment.

Pro Rata

A proportional allocation method where each investor's share of capital calls, distributions, or expenses is calculated based on their percentage of total commitments.

Registered Agent

A designated person or service that receives legal documents, regulatory notices, and official correspondence on behalf of a fund or SPV entity in its jurisdiction of formation.

Fund Structure

Limited Partner (LP)

An investor in a private fund who contributes capital but has no role in day-to-day management, with liability limited to their committed investment.

General Partner (GP)

The fund manager responsible for making investment decisions, managing operations, and reporting to LPs, who bears unlimited liability for the fund.

Private Placement Memorandum (PPM)

The legal disclosure document provided to prospective investors in a private fund, detailing the fund's strategy, terms, risks, fees, and regulatory exemptions.

Side Letter

A separate agreement between a GP and an individual LP that grants specific terms — such as reduced fees, enhanced reporting, or co-investment rights — outside the main fund documents.

SPV (Special Purpose Vehicle)

A standalone legal entity created for a specific investment or deal, isolating the asset and its associated risks from the sponsor's other activities.

Co-Investment

A direct investment by an LP alongside a fund's main position in a specific deal, typically structured through a separate SPV with reduced or no management fees.

Syndication

The process of pooling capital from multiple investors for a specific deal, typically structured through an SPV where each investor knows exactly what asset they are funding.

Cap Table (Capitalization Table)

A record of all investors in a fund or SPV, showing each investor's ownership percentage, capital contributions, and distribution entitlements.

Blind Pool

A fund structure where investors commit capital before specific investments are identified, granting the GP discretion to select deals within the fund's mandate.

LPA (Limited Partnership Agreement)

The governing legal document that defines a fund's terms — including GP authority, fee structure, waterfall mechanics, investment restrictions, and LP rights.