Fund Structure
Aeternum is structured to clearly separate ownership, governance, and economic participation. This separation is intentional and ensures the syndicate can scale, accept variable contributions, and operate over long time horizons without governance or equity disputes.
At a high level, Aeternum operates through a single legal entity with two distinct layers:
- a shareholding layer for control and governance, and
- b unit-based layer for tracking economic ownership and returns.
Legal Entity
Aeternum operates as a private limited company, incorporated under applicable company law. The company serves as the legal owner of all assets, including land, cash holdings, and investment instruments.
All acquisitions, contracts, and titles are held in the name of the company, not individual members.
Shares (Governance Layer)
Shares represent legal ownership and control, not economic contribution.
Purpose of Shares
- Define voting rights
- Appoint directors and officers
- Approve major decisions (e.g. asset sales, amendments, dissolution)
- Provide legal authority to act on behalf of the syndicate
Key Characteristics
- ✗Shares are fixed and limited
- ✗Shareholding does not change with contributions
- ✗Shares do not track profits or losses
- ✗Shares are not issued monthly
In simple terms: shares decide how the fund is run, not who earns more.
Units (Economic Layer)
Units represent economic participation in the fund.
Purpose of Units
- Track how much capital each member has contributed
- Determine proportional entitlement to gains and distributions
- Reflect changes in value through the Net Asset Value (NAV)
How Units Work
- ✓Members receive units when they contribute capital
- ✓Units are issued at the prevailing NAV per unit
- ✓Units are cumulative and may vary by member
- ✗Units do not grant voting or management power
In simple terms: units decide how value is shared, not who is in charge.
Relationship Between Shares and Units
| Aspect | Shares | Units |
|---|---|---|
| Purpose | Control & governance | Economic ownership |
| Changes with contributions | ✗ No | ✓ Yes |
| Affects voting | ✓ Yes | ✗ No |
| Affects payouts | ✗ No | ✓ Yes |
| Issued frequency | Rare | Ongoing |
This dual-layer structure allows Aeternum to accept variable contributions over time without diluting governance or exhausting share capital.
Visual Fund Structure
Understand Aeternum in 30 seconds.
AETERNUM
Legal Company
SHARES
(CONTROL)
- • Voting rights
- • Directors
- • Major decisions
- • Rules & amendments
UNITS
(MONEY)
- • Capital contributions
- • Ownership percentage
- • Profit & distributions
- • NAV-based value growth
Shares
- • Decide who runs the fund
- • Do not decide who earns more
- • Change rarely
- • Are limited and stable
Units
- • Decide who gets how much money
- • Grow or shrink in value with NAV
- • Increase when you contribute
- • Never affect control
Money does not buy power. Power does not distort money.
Organizational Structure
The functional structure of Aeternum.
Roles Explained
Members (Unit Holders)
- Contribute capital
- Hold investment units
- Participate economically in gains and distributions
- Do not manage day-to-day operations
Shareholders
- Hold shares in the company
- Vote on major decisions
- Appoint and remove directors
- Approve structural changes
Board of Directors
- Provides strategic oversight
- Approves major investments and asset disposals
- Ensures compliance with rules and policies
- Acts in the best interest of the syndicate
Management
- Oversees execution of strategy
- Manages NAV calculation and reporting
- Handles cash, money market allocations, and liquidity
- Evaluates investment opportunities
Decision-Making Matrix
Who decides what — explicit, not implied.
| Decision Area | Members | Shareholders | Board | Management |
|---|---|---|---|---|
| Contribute capital | ✓ | — | — | — |
| Withdraw / redeem units | ✓ | — | — | — |
| Receive distributions | ✓ | — | — | — |
| Change fund structure | — | ✓ | — | — |
| Amend rules & policies | — | ✓ | recommend | — |
| Appoint / remove directors | — | ✓ | — | — |
| Approve large acquisitions | — | — | ✓ | — |
| Approve asset sales | — | — | ✓ | — |
| Day-to-day operations | — | — | — | ✓ |
| NAV calculation & reporting | — | — | — | ✓ |
| Due diligence & screening | — | — | via committee | — |
| Company dissolution | — | supermajority | — | — |
If it's about money you put in, units matter.
If it's about how the fund is run, shares and the board matter.
Why This Structure Works
✓Prevents governance capture by large contributors
✓Supports variable and long-term contributions
✓Protects the syndicate from share exhaustion
✓Enables clear accountability
✓Scales cleanly over decades
We earn through units. We govern through shares. We protect the fund through structure.