Pledge funds are a unique option for PE sponsors in that they share many traits with traditional blind-pool PE funds, making them conceptually familiar for investors and a good way to develop a track record. The handful of differences from blind-pool funds are material, however, and can introduce real complexities when negotiating, forming and marketing a pledge fund. Issues range from how pledge funds are reflected in sponsor track records to how broken deal expenses are allocated; thus, it is important for sponsors to have a strong handle on those differences at the outset. To prepare PE sponsors for that process, Strafford CLE Webinars recently hosted a program providing an overview of considerations when structuring and operating a pledge fund, which was presented by Willkie Farr partners Anne C. Choe and Mark Proctor. This second article in a two-part series walks through the participation process for investors to opt into investments, unique issues when allocating certain types of expenses and marketing hurdles arising from the pledge fund model. The first article
provided an overview of the pledge fund approach, including SEC registration factors and different ways the fund can be structured. For additional insights from Willkie Farr attorneys, see “Primer on Deal‑by‑Deal Funds: Structural Overview and Investor Perceptions Affecting Adoption (Part One of Three)
” (Feb. 18, 2020); and “ILPA Model LPA Faces Sizable GP Skepticism En Route to Becoming a Fixture in PE Fund LPA Negotiations (Part Three of Three)
” (Jan. 7, 2020).