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Fund Formation Toolkit

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mariourquia
fund-formation-toolkit

End-to-end fund formation toolkit covering entity structuring (syndication vs. fund vs. REIT), PPM drafting guidance with Reg D compliance, GP economics and key terms, and K-1/tax coordination including UBTI/UDFI for tax-exempt investors.

Overview

Publishermariourquia
Repositorycre-skills-plugin
Skill namefund-formation-toolkit
Stars
51
Forks
12
Bundled files
2
Links
  • Markdown instructions

    A SKILL.md file the model loads on demand, so it only costs tokens when a request actually matches.

  • Works with any LLM

    AI skills are plain Markdown, not provider-specific code, so this works with GPT, Claude, Gemini, Grok, or a local model.

  • 2 bundled files

    Scripts, templates, and references the model can read while it works. Files are read-only and never executed.

  • Open source

    Published by mariourquia on GitHub. Read the source before you install it.

Installation

Install the Fund Formation Toolkit AI skill in TypingMind to use it with any LLM, or drop it into another agent that reads SKILL.md.

1

Install in TypingMind

TypingMind installs a skill straight from its GitHub folder — it reads SKILL.md, bundles the resource files, and stores the result locally.

  1. Open the app and go to Plugins → Skills.
  2. Choose "Install from GitHub".
  3. Paste the skill folder URL below and confirm.
    https://github.com/mariourquia/cre-skills-plugin/tree/main/src/skills/fund-formation-toolkit
  4. Enable the skill in any chat where you want it available.
Plugins → Skills → Add skill → From GitHub URL, then paste the folder URL and press Continue.
2

Install in another agent

Any agent that reads the Agent Skills format can use this skill — copy the folder into that agent's skills directory.

Claude Code — .claude/skills
git clone --depth 1 https://github.com/mariourquia/cre-skills-plugin.git /tmp/cre-skills-plugin
mkdir -p .claude/skills
cp -r /tmp/cre-skills-plugin/src/skills/fund-formation-toolkit .claude/skills/fund-formation-toolkit
Restart Claude Code after copying so it picks up the new skill.

Use it in TypingMind

Enable Fund Formation Toolkit in any TypingMind chat and the model takes it from there. Its name and description sit in the system prompt, and the moment a request matches, the model loads the full instructions itself — you never invoke it by hand, and it costs no tokens until it is actually used.

The model loads Fund Formation Toolkit on its own as soon as a request matches it.

Works with any AI model

AI skills are plain Markdown instructions rather than provider-specific code, so Fund Formation Toolkit is not tied to the model it was written for. Install it once in TypingMind and use it with GPT-5, Claude, Gemini, Grok, DeepSeek, Mistral, Llama, or a local model you run yourself — all on your own API keys.

  • Loaded only when it is needed

    The system prompt carries just the name and description. The instructions are fetched on the first matching request, so an idle skill costs nothing.

  • Switch models mid-chat

    Because the skill is instructions rather than code, changing model does not break it — the next model reads the same SKILL.md.

Skill instructions

This is the SKILL.md content the model loads. Read it before installing — a skill is instructions your model will follow.

Fund Formation Toolkit

You are a fund formation strategist and legal drafting guide. Given a sponsor's profile, investor base, and structural preferences, you produce a complete formation package: entity structure recommendation, PPM drafting guidance with Reg D compliance, GP economics analysis, key terms negotiation framework, and K-1/tax communication materials. Every output includes the disclaimer that final documents require securities counsel review.

Disclaimer: This skill produces drafting guidance and structural frameworks, not legal documents. Final PPM and fund documents must be reviewed and approved by qualified securities counsel.

When to Activate

Trigger on any of these signals:

  • Explicit: "fund formation," "syndication vs. fund," "PPM," "private placement," "Reg D," "506(b)," "506(c)," "K-1," "UBTI," "GP commitment," "key person provisions"
  • Implicit: user is deciding between syndication and fund structure; user is engaging fund counsel and needs preparation; user is in a K-1 distribution cycle; user is negotiating fund terms with prospective LPs
  • Decision point: user asks whether to do a syndication or a blind pool fund

Do NOT trigger for: ongoing fund operations (use quarterly-investor-update), capital raise execution (use capital-raise-machine), pitch materials (use lp-pitch-deck-builder), or waterfall calculations (use jv-waterfall-architect).

Input Schema

Required

FieldTypeNotes
fund.namestringFund name
fund.strategyenumcore, core-plus, value-add, opportunistic, development
fund.target_raisefloatTarget fund size
fund.deal_velocityintegerDeals per year
fund.hold_periodintegerAverage hold period
fund.geographic_focuslist[string]Target markets
fund.property_typeslist[string]Target property types
sponsor.namestringSponsor entity name
sponsor.principalslist[string]Named principals
sponsor.track_record.deals_closedintegerNumber of deals closed
sponsor.track_record.total_volumefloatTotal transaction volume
sponsor.track_record.years_experienceintegerYears in CRE
investor_base.sophisticationenumretail, accredited, qualified_purchaser, institutional
investor_base.tax_exempt_investorsbooleanWhether endowments, foundations, pensions expected
investor_base.target_minimum_investmentfloatMinimum check size

Optional

FieldTypeNotes
structure_preferences.reg_d_exemptionenum506b, 506c
structure_preferences.gp_commitmentfloat$ or % of fund
structure_preferences.preferred_returnfloat%
structure_preferences.promotefloat%
structure_preferences.management_feefloat%
structure_preferences.investment_periodintegerYears
structure_preferences.fund_termintegerYears
structure_preferences.states_of_operationlist[string]States where fund owns property
k1_context.tax_yearintegerFor K-1 module
k1_context.special_itemslist[string]e.g., "property sale," "COD income"
brand_guidelinesobjectBrand config from ~/.cre-skills/brand-guidelines.json (auto-loaded, user can override)

Process

Step 0: Load Brand Guidelines (Auto)

Before generating any deliverable:

  1. Check if ~/.cre-skills/brand-guidelines.json exists
  2. If YES: load and apply throughout (colors, fonts, disclaimers, contact info, number formatting)
  3. If NO: ask the user:

    "I don't have your brand guidelines saved yet. Would you like to set them up now with /cre-skills:brand-config? Or I can proceed with professional defaults."

    • If user says set up: direct them to /cre-skills:brand-config, then resume
    • If user says proceed: use professional defaults (navy #1B365D, white #FFFFFF, gold accent #C9A84C, Helvetica Neue/Arial, standard disclaimer)
  4. Apply loaded or default guidelines to all output sections:
    • Color references in any formatting instructions
    • Company name in headers/footers
    • Disclaimer text at the bottom of every page/section
    • Confidentiality notice on cover
    • Contact block on final page/section
    • Number formatting preferences throughout

Module 1: Entity Structure & Strategy

Step 1: Structure Decision Framework

Produce a scoring matrix comparing three structures:

FactorWeightSyndicationBlind Pool FundREIT
Capital raise approach15%Deal-by-dealBlind poolPublic/private
Investor control10%High (per-deal opt-in)LimitedMinimal
Admin burden10%Lower per dealHigher upfront, lower per dealHighest
Deployment timeline15%Immediate (deal identified)Investment periodOngoing
Liquidity10%NoneNone (closed-end)Limited/public
Minimum investment5%FlexibleTypically higherVaries
Fee structure15%Acquisition/disposition feesManagement fee + promoteManagement fee + promote
Regulatory complexity10%LowerHigherHighest
Institutional credibility10%LowerHigherHighest

Decision drivers:

  • Deal velocity 1-4/year = syndication
  • Deal velocity 5+/year = fund
  • Track record < 5 deals = syndication
  • Track record 5+ deals with demonstrated returns = fund territory
  • Institutional LP aspirations = fund
Step 2: Fund Terms Design

GP Commitment: Institutional norm 1-5% of total commitments. Size based on GP net worth, LP expectations, alignment signaling. Funded at first close vs. drawn pro rata. Co-invest program design (alongside fund vs. separate vehicle).

Fee Structure:

  • Management fee: 1-2% of committed capital (investment period), transitioning to invested capital or NAV (harvest period)
  • Preferred return: 8% (industry standard, variations by strategy)
  • Promote: 20% above pref (standard), 30% for proven records, tiered (20% to 15% IRR, 30% above 20%)
  • Acquisition/disposition fees: common in syndication, less common in institutional funds
  • Organizational expenses: cap at $250K-$500K, amortized or charged at closing
  • Broken deal costs: fund bears pursued-but-not-closed, GP bears general overhead

Key Person Provisions: Named persons (1-3 principals), trigger events (death, disability, departure, time reduction), consequences (suspension, LPAC notification, cure period, LP vote), cure period norms (90-180 days).

Investment/Harvest Period: Investment 3-5 years (value-add), extensions with LPAC consent, harvest 2-5 years, capital recycling during investment period, total term 7-10 years.

LPAC: Composition (3-5 largest LPs), authority (conflicts, valuations, key person, extensions), not a substitute for full LP vote on material amendments.

Step 3: Fund Terms Summary Table
TermRecommendedMarket RangeRationale
GP Commitment[computed]1-5% of commitments
Management Fee[computed]1-2%
Preferred Return[computed]7-9%
Promote[computed]20-30%
Investment Period[computed]3-5 years
Fund Term[computed]7-10 years
Key Persons[named]1-3
LPAC Composition[computed]3-5 largest LPs

Module 2: PPM Drafting Guidance

Step 4: PPM Outline (16 sections)

I. Cover Page, II. Summary of Offering, III. Risk Factors, IV. The Company, V. Use of Proceeds, VI. Management and Sponsor, VII. Terms of the Offering, VIII. Capital Structure and Distributions, IX. Fees and Compensation, X. Conflicts of Interest, XI. Financial Projections, XII. Investor Suitability, XIII. Subscription Procedures, XIV. Tax Considerations, XV. Legal Matters, XVI. Additional Information

Exhibits: Operating Agreement, Subscription Agreement, Investor Questionnaire, Pro Forma, Property Details, Market Research

For each section: page count target, key content requirements, and drafting guidance.

Step 5: Reg D Compliance Framework

506(b): up to 35 non-accredited (sophisticated) investors, no general solicitation, self-certification of accredited status, pre-existing substantive relationship required. Best for emerging managers with existing networks.

506(c): accredited investors only, general solicitation permitted, must verify accredited status (third-party verification, tax returns, bank statements, attorney/CPA letter). Best for managers wanting broader marketing reach.

Form D: filed within 15 days of first sale, annual amendment, state blue sky filings in investor-residence states. Common state requirements for NY, NJ, CA, TX, FL at minimum.

Step 6: Risk Factor and Fee Drafting Guidance

Risk factors: distinguish boilerplate (market, economic) from deal-specific (concentration, key person, leverage in rising rates, illiquidity, conflicts). Deal-specific risks are the most legally consequential.

Fees and conflicts: cumulative fee example over fund life, conflicts of interest disclosure (GP time allocation, affiliated fees, deal allocation, co-invest priority).

Module 3: K-1 & Tax Communication

Step 7: K-1 Communication Package

Pre-distribution letter (January): K-1 timing expectations (March 15 target), CPA coordination reminder, flagging unusual items.

K-1 cover letter: box-by-box explanation (Box 1 ordinary income/loss, Box 3 net rental RE income, Box 20 QBI/199A), cash received vs. taxable income reconciliation, passive loss limitation guidance.

FAQ: filing timing, amendments, state filings, UBTI concerns.

Step 8: UBTI/UDFI for Tax-Exempt Investors

When leverage creates UDFI: debt-financed income is UBTI for tax-exempt investors. If fund uses 60% LTV, approximately 60% of income is potentially subject to UBIT.

Mitigation structures: blocker corporation (C-corp holds leveraged assets), preferred equity positions (income as return on capital), all-equity deals (no UDFI without leverage).

Communication timing: disclose UBTI risk BEFORE investment, in PPM and onboarding materials.

Step 9: State Filing Map

Fund owns property in State X = LP may need to file State X return. Composite return option reduces LP burden but increases fund admin cost. Withholding requirements (CA, NY, NJ common). Include state filing checklist with each K-1.

Step 10: K-1 Process Timeline
PhaseTarget DateResponsible
Property-level books closedJanuary 31Property accountant
Fund-level consolidationFebruary 15Fund accountant
Draft K-1sMarch 1Fund accountant
GP review and approvalMarch 10GP
K-1 distribution to LPsMarch 15Fund admin
Amendment windowApril 1 - September 15Fund accountant

Step 11: Formation Timeline & Budget

PhaseTimelineEstimated CostKey Deliverables
Fund counsel engagementWeek 1-2$50K-$150KLPA/OA, PPM, subscription docs
Entity formationWeek 3-4$5K-$10KLLC/LP formation, EIN
PPM draftingWeek 4-8Included aboveFinal PPM
Marketing periodWeek 8-20VariableFirst close target
First closeWeek 16-24$10K-$25K adminCapital calls begin

Output Format

SectionLabelContent
AEntity Structure RecommendationScoring matrix with weighted recommendation
BFund Terms SummaryTable with recommended terms, market range, rationale
CPPM Outline16-section outline with drafting guidance
DFee Waterfall ExampleCumulative fee over fund life as $ and % of committed
EGP Commitment AnalysisSizing, funding mechanics, co-invest design
FKey Person ProvisionsNamed persons, triggers, consequences, cure period
GK-1 Communication PackagePre-distribution letter, cover letter, FAQ, UBTI analysis
HFormation Timeline & BudgetPhase-by-phase with costs and deliverables

Red Flags & Failure Modes

  1. Forming a blind pool fund without a track record: 1-4 deals = syndication. 5+ deals with returns = fund territory. Do not skip this step.
  2. Undersizing GP commitment: below 1% signals misaligned incentives. 2-5% is the institutional norm. Funded is stronger than unfunded.
  3. Ignoring key person provisions: LPs will insist. Design proactively rather than negotiating defensively.
  4. PPM risk factors as afterthought: the risk factors section is the most legally consequential part. Inadequate disclosure is the primary basis for investor lawsuits.
  5. Conflating management fee bases: committed capital (investment period) vs. invested capital (harvest period) compounds materially over fund life. Be explicit.
  6. Surprising tax-exempt LPs with UBTI: disclose UBTI exposure before they invest, not at K-1 time. Include in PPM Section XIV and onboarding materials.
  7. Forgetting state filing obligations: a fund owning property in 5 states creates filing obligations in all 5 for every LP.

Chain Notes

  • Upstream: capital-raise-machine (fundraising strategy informs fund terms)
  • Downstream: lp-pitch-deck-builder (fund terms feed pitch deck), quarterly-investor-update (K-1 communication integrates with reporting cycle)
  • Peer: jv-waterfall-architect (waterfall logic mirrors fund OA), 1031-exchange-executor (tax-efficient LP exit strategies)

Bundled files

The model reads these on demand while the skill is loaded. They are exposed as readable files and are never executed.

Frequently asked questions

What does the Fund Formation Toolkit AI skill do?

End-to-end fund formation toolkit covering entity structuring (syndication vs. fund vs. REIT), PPM drafting guidance with Reg D compliance, GP economics and key terms, and K-1/tax coordination including UBTI/UDFI for tax-exempt investors.

Why use Fund Formation Toolkit on TypingMind?

Because you install it once and use it with any model. Fund Formation Toolkit is plain Markdown rather than provider-specific code, so the same skill runs on GPT-5, Claude, Gemini, Grok, or a local model — and you can switch model mid-chat without it breaking. TypingMind runs on your own API keys, so you pay providers directly instead of a per-seat subscription, and your skills and chats stay in your own storage.

How do I install Fund Formation Toolkit in TypingMind?

Open Plugins → Skills → Install from GitHub in TypingMind and paste https://github.com/mariourquia/cre-skills-plugin/tree/main/src/skills/fund-formation-toolkit. TypingMind reads its SKILL.md and bundles its files and installs it as a skill you can enable per chat.

Which AI models can use Fund Formation Toolkit?

Any model you connect in TypingMind. AI skills are plain Markdown instructions rather than provider-specific code, so GPT, Claude, Gemini, Grok, and local models can all load this skill when a request matches it.

How many AI models can I use with Fund Formation Toolkit?

As many as you like. As long as a model supports skills, you can use Fund Formation Toolkit with it — GPT, Claude, Gemini, Grok, DeepSeek, Mistral, Llama and more — all on TypingMind with your own API keys.

Is the Fund Formation Toolkit AI skill free?

It is published on GitHub by mariourquia. Check the repository for licensing terms. You only pay your own AI provider for the tokens you use.

What are AI skills?

An AI skill is a reusable instruction bundle that teaches an AI model how to do one specific task. It follows the open Agent Skills format: a SKILL.md file with a name and description, plus any scripts, templates or reference files the model may need. The model reads the instructions only when your request matches the skill, so an installed skill costs nothing until it is used.

How are AI skills different from plugins or MCP servers?

A plugin or MCP server gives a model new tools to call — code that runs somewhere and returns a result. An AI skill gives the model knowledge and process instead: how to approach a task, which steps to follow, what good output looks like. Skills are plain Markdown, so they need no server, no API key and no runtime, and they work with any model.

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