Running the fund after final close in Brazil

Capital calls and distributions

Capital call mechanics are where first time managers lose LP confidence fastest. Notices that arrive late, arrive with the wrong balance, or do not reconcile to the LP's own records create work for the LP and doubt about everything else you do.

Build the call process before the first one is needed. Every LP should be able to reconcile a notice to their commitment, their drawn amount and their remaining undrawn balance in BRL without emailing you.

• .Commitment register with drawn and undrawn balances per LP in BRL.
• .Standard notice template with the same fields every time.
• .Notice period and bank details consistent with the fund documents.
• .Default and late payment mechanics understood before they are needed.
• .Distribution waterfall modelled and agreed with the administrator.

Valuation policy that survives an audit

Write the valuation policy down before the first mark is needed, and apply it consistently. Auditors are less interested in the number than in whether the method was applied the same way every period, and whether the evidence supporting each mark is on file.

The defensible pattern is: policy, method per holding, evidence per mark, and a documented approval. Any change of method is itself documented, with a reason.

• .Written valuation policy approved before the first reporting period.
• .Method recorded per holding, with the evidence supporting it.
• .Marks approved by a named person on a named date.
• .Method changes documented with the reason for the change.
• .Prior period comparatives retained and reconcilable.

LP reporting cadence and the reporting treadmill

LP reporting compounds. Each new vehicle, each new share class and each bespoke side letter adds a permanent recurring obligation. First time managers routinely underestimate how much of year two is consumed by reporting rather than investing.

In Brazil the treadmill is heavier than in most markets because FIP reporting obligations sit alongside the administrador's own requirements, including portfolio composition reporting. Agree exactly who produces what with the administrador before first close.

The way out is to make the reporting a by-product of the operating record rather than a separate quarterly project. If the portfolio, the valuations and the capital account data live in one place, the report assembles itself.

• .Fixed reporting calendar agreed with LPs at close.
• .Capital account statements per LP, reconciled to the administrator.
• .Portfolio company updates captured continuously, not quarterly.
• .Side letter obligations tracked per LP so nothing is missed.
• .A single source of truth shared with the administrator and auditor.

• CVM Resolução 175

DDQs, re-ups and the next fund

Fund two diligence starts the day fund one closes. Institutional LPs will ask for the process documentation, the decision trail, the valuation policy and the conflicts register. Managers who kept those artefacts as they went answer in days. Managers who did not spend a quarter reconstructing them.

• .Standing DDQ pack maintained and version controlled.
• .Track record data reconciled to audited financials.
• .Conflicts and related party register kept current.
• .Key person and succession position documented.
• .Reference LPs briefed before diligence calls begin.

Audit and the CVM obligations

Audit and regulatory obligations depend on the vehicle and on the manager's authorisation status, both of which are set out in Part 1. Confirm the specific obligations that attach to your structure with the fund's counsel, administrator and auditor before final close, and check them directly against the CVM.

Reuben AI does not provide legal, tax or regulatory advice, and does not hold a licence in this jurisdiction.

• the CVM: regulator homepage