General Requirements for Management Companies and Funds with the Participation of RVC JSC

Membership of funds' participants and their investment commitments

  • participation of the management company (with the obligatory financial participation of the key persons of the fund directly) in the investment obligations of the fund in the amount in accordance with the category of the fund;
  • presence of investors who are not development institutions (unless otherwise provided by a separate category of the fund);
  • the share of investment obligations of RVC JSC should not exceed the maximum share for this category of fund.

Management companies

  • absence under management of the company's manager and (or) affiliated persons of funds or other collective investment mechanisms with investment strategies similar to the fund created during the investment period;
  • no more than one fund with the capital of RVC JSC at the investment stage under the management of one managing team;
  • independence and professionalism of the management team (unless otherwise provided by the fund category):
    • — the key persons of the team are the beneficiaries of the management company, take corporate decisions on the management company and participate with their own monetary funds in the investment of the management company in the fund;
    • — the fund team meets the requirements for the management company;
  • The management company as a legal entity can be registered after the filing of the application.

Professional Management Companies

  • the management company and (or) its affiliated company have experience in managing at least one fund;
  • availability of withdrawals and distributed income to investors for existing and disbanded funds that are (were) under the management of the management company and (or) its affiliated company;
  • the experience of completing the work of the fund with the return of funds to investors over their investments is an advantage.

Management companies that do not have experience in managing venture funds (first time GP)

  • experience of key persons in venture investments;
  • the presence of at least one key person with experience in managing a venture fund;
  • experience of key persons on the withdrawal from venture projects.

Composition of the management team

  • At least three (3) key persons with 100% employment on the fund's activities, having at least five (5) years of industry experience and / or experience of venture investments at stages corresponding to the investment strategy, in a leading role, so that the competencies of key persons together included:
    • — industrial experience, corresponding to the investment strategy of the fund being created;
    • — experience of venture investments;
    • — additional competencies required to implement the investment strategy of the fund (for example, the competence to bring companies to the global market, the competence to transfer technology, the competence to develop companies at the seed stage, etc.);
    • — availability of a functional unit at the management company which is responsible for risk management and internal control.

Participation of RVC JSC in the corporate management of the fund

  • mandatory participation of representatives of RVC JSC in all corporate bodies of the fund;
  • mandatory participation of representatives of RVC JSC in the investment committee with the right of an observer / voice / veto, depending on the category of a fund;
  • absence of a conflict of interests and interest of the management company and (or) investors, or the existence of clear mechanisms for managing conflicts of interest and resolving issues with interest.

Legal structure of a fund

  • The management company must be registered in the Russian Federation in the form of an LLC or JSC (unless otherwise provided by this paragraph or the category of the fund);
  • The organizational and legal form of the fund is the investment partnership agreement (IPA). The participation of RVC JSC in the contracts of the investment partnership, which are bound by the compulsory agreement on co-investment with a parallel fund in foreign jurisdiction, is allowed;
  • Foreign funds can be structured in foreign jurisdictions (with the exception of jurisdictions not recommended for use by authorized Russian organizations and agencies) in the form of a limited partnership with a foreign management company (GP) or in another organizational and legal form, including in the form of a parallel (mirror funds) in Russian and foreign jurisdictions, united by a binding agreement on co-investment.

Accountability of a Fund

The participation of RVC JSC in a venture fund assumes the obligations of the management company to provide reports in accordance with the standards of RVC JSC, including annual audit of a fund by a company approved by RVC JSC.

RVC JSC concludes information exchange agreements with the management companies of venture funds managing the assets of RVC JSC, which regulate

  • the volume of information provided on a venture fund, on project and portfolio companies of the venture fund;
  • terms of provision of information;
  • responsibility of the parties for violation of obligations under the agreement on information exchange;
  • procedure for determining the confidentiality of information.