13 The draft limited partnership agreement also incorporates provisions to protect the Government and other limited partners from the possibility of over-payment of carried interest in the early years of the fund. Briefly, these provisions involve a portion of any carried interest payments being held in escrow for the recipient until such a time as the possibility of over-payment has passed.
Guidance for Prospective ECF Managers
ECFs wishing to enter into co-investment agreements with other parties should provide details of the proposed terms of such agreements as part of their initial proposal, including the reasons why the proposed arrangements would be in the interests of the ECF‟s investors.
This might, for example, be appropriate for an ECF wishing to raise and leverage funds from institutional investors, to be co-invested alongside a group of experienced business angel investors.
Co-investment agreements may also be appropriate where an ECF fund manager is associated with another venture fund and where the investment mandates of the two funds overlap. In these circumstances, it would be appropriate to agree in advance how deals will be allocated and shared.