No. The VC fund adviser exemption under Section 203(l) requires that every fund you advise qualifies as a venture capital fund. One non-qualifying SPV, co-investment vehicle, or side fund disqualifies the entire exemption across all your funds.
This catches managers who launch an SPV for a secondary purchase, a debt deal, or a fund-of-funds allocation alongside their main VC fund. Even if the SPV is small and temporary, it counts. If it does not meet the VC fund definition (80% qualifying investments, leverage under 15%, no redemption rights), your exemption is gone.
If you need to run both qualifying and non-qualifying funds, consider the private fund adviser exemption (Section 203(m)) instead, which allows any fund type but caps your AUM at $150 million. Alternatively, you may need to register as a full RIA.
See One Non-Qualifying Fund Disqualifies the VC Adviser Exemption.
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