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Fundraising

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Ask about strategies and tactics for fundraising with a fund, including building momentum, creating pressure, and LP Love. The training leverages proven best practices from fundraising experts with real world guidance from peers

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What is the Best Practice Due Diligence Process Involving Reference Checks, Tech Stack Verification, and Customer Interviews?

Can anyone share light on a best practice due diligence process and how they go about doing it? The best ones I've seen involve reference checks tech stack verification customer interviews and a million other things. Perhaps a checklist one can use internally or a trusted third party?

Top answer:

It depends on the LP For HNWs a good data room is about it. Same for smaller family offices. However, for larger LPs they will reference check your portfolio, which is why your deal memos are important, as well as your legal and will ver...

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Is It Acceptable to Include Signed LP Subscription Agreements in Our Data Room During Due Diligence?

We’re working on our second close and a fund-of-funds is in the process of conducting due diligence on us. Is it ok to include the signed LPs subscription agreements in our data room or is that considered disclosure of LPs confidential info?

Top answer:

The best practice is to *not* share the names of investors with a prospect until their are signed on themselves.

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How should I rate someone who wants to invest but lacks liquidity currently?

How should I think about rating someone saying they would like to invest but don't have the liquidity to invest now?

Top answer:

That is a “no”, so put them on the newsletter and move on. This is a process of managing a funnel with a few hundred people on it. Any signal of a “no,” is a no.

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How Long Are Non-Binding PACTS Effective, Considering No Set Timing?

How long are the PACTS good for? They are non-binding letters of intent and there is no set timing. As with most things ‘time is the enemy of all deals’

Top answer:

PACTs have ~6 months effective window. They are non-binding letters of intent, and there is no set timing. As with most things, ‘time is the enemy of all deals’

 -  Mike Suprovici
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What Actions Can I Take to Resolve LP Compliance Issues on Amazon from My End?

What can I do if anything from my end to get an LP from Amazon over the hump due to compliance issues?

Top answer:

Anything that is not a yes is a no. Move on. You need to be pursuing dozens of people simultaneously. Compliance is a relatively easy issue to solve with larger companies. He or she just needs to submit the materials for review and appro...

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Can a Major Investment in a Company Count Towards Your Fund's Financial Backing and How Are Investments Generally Accounted For?

If you have a major investment in a company that would foreseeably become the first investment of your fund, can this count towards your financial backing, and if so, by how much? How are investments generally accounted for?

Top answer:

You would ‘Warehouse’ this deal into your fund. This is a common practice which makes your fund more attractive to investors. Basically, you would move your investment into your fund. LPs would invest in your fund and get a return onc...

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Should I Invest 100K (10%) in My First €1M Close Instead of Standard 1/2% GP Commitment for More Skin in the Game?

Should I put as much as an LP (100K) directly in my first close of €1M (20% of target final close of €5M) instead of the standard 1/2% GP commitment (20k on 1M) because if I fail to raise beyond my 1st close of €1M I will not have in his view enough skin in the game?

Top answer:

You are expected to contribute 1% of the target fund size as your GP commit. Tell the LP that you are following the standard protocol, and do not let them bully you around. If they want to join the closing great. If they want to push you...

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Is it appropriate to directly ask strangers about investing in our fund, or should we be more subtle?

Hi all we are trying to reach out to potential LPs but our personal network is limited to connectors. If we were to consider reaching out to strangers from outside our network can we be direct and ask them if they are interested in investing in our fund? Or do we have to phrase it as “Are you interested to find out more?”

Top answer:

No. Build a relationship first. Then, when they give you an indication that they want they want to invest, send them a PACT.

 -  Mike Suprovici
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What questions should be asked to a fund of funds who is interested in being an anchor investor?

What questions should be asked to a fund of funds who is interested in being an anchor investor?

Top answer:

The odds of this happening are less than 5%, maybe 1% or 2%. Don’t waste your time. Have them chase you.

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What is the smallest realistic fund size?

What is the smallest realistic fund size?

Top answer:

The smallest realistic venture capital fund size is $2 MM, and this would be domiciled in Delaware, the cheapest place to form and run a fund. The reason for the $2 MM minimum is that set up and operating costs can easily be $200,000 or ...

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Is it still generally expected to fully deploy a fund before starting the next one?

Is it still generally expected to fully deploy a fund before starting the next one?

Top answer:

Assume that all conventional wisdom is either old or wrong. Now, there may be contractual rules that prevent a general partner from raising a new fund before deploying an old fund. Outside of contractual limitations, it is very common to...

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What’s your take on corporates as LP?

What’s your take on corporates as LP?

Top answer:

Corporate LPs take 9 to 18 months to close, and require about 500 to 1,000 hours of follow-up and due diligence. They also are often prohibited from investing in new managers, and traditionally have a <5% close rate. If you are prepared...

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What Resources Can Help Educate Potential LPs on Venture Capital Startups and Investment Mechanics in Paraguay's Emerging Ecosystem?

Are there any resources that could help me with educating potential LPs about venture capital startups risk investment mechanics standard documents etc. in a super young ecosystem like Paraguay?

Top answer:

Send LPs VC Lab's guide to investing in VC: https://govclab.com/2023/04/26/how-to-invest-in-vc/

 -  Mike Suprovici
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What are the downsides of raising under 506c (in public)?

What are the downsides of raising under 506c (in public)?

Top answer:

You/your fund admin, will need to re-verify LPs after a certain time period to ensure they are accredited investors. Very large LPs are not going to be comfortable disclosing their financial or tax information and it's very likely that t...

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Do LPs need to know each other?

Do LPs need to know each other?

Top answer:

Try to avoid telling LPs who else is investigating. It's bad practice to name drop. You just don't know if they like each other.

 -  Mike Suprovici
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What's the Ideal Legal Structure for a Latinx-Created Fund with Latin American LPs?

For a Latinxs creating a fund is there an ideal structure if most LPs will be from Latin America? What's the legal structure to create a fund that you recommend?

Top answer:

A Delaware 3 entity structure is strongly recommended if your goal is to build an enduring VC firm. 

 -  Mike Suprovici
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Solo GP vs. Partner in Venture Capital: How Feasible is Outsourcing Unfavorable Tasks?

Thoughts on doing venture capital as a solo GP vs. having a partner? How easy it is to outsource the things I don’t like?

Top answer:

Your operations will be outsourced to vendors like Decile Partners. Also, don’t work with people you don’t know really well.

 -  Mike Suprovici
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What is the Average Ticket Size and Conversion Rate for a Fund with HNWI LP Base from Pitch to Investment?

What would be the average ticket size and conversion rate from pitch to investment for a fund with a HNWI LP base?

Top answer:

$100k - $250k is pretty normal for a 1st closing. It’s hard to predict the close rate because it really depends on your thesis and pitch.

 -  Mike Suprovici
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Do you have a PACT template for Europe?

Do you have a PACT template for Europe?

Top answer:

No we don’t. It’s a non-binding letter of intent. So just, update it to your local jurisdiction and remove US specific language as first step.

 -  Mike Suprovici
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What are the Pros, Cons, and Considerations for Involving Angel Syndicates as LPs in Your Investment?

Looking for guidelines/best practices with regards to angel syndicates- what are the pros/cons of having one or more LP's that are angel syndicates? -are there special terms to consider? -pitfalls to avoid?

Top answer:

For any fund over $5 MM, syndicates are a waste of time. They take an enormous amount of effort to close and to manage, and they don’t raise sizable amounts of capital. For example, it’s not uncommon to spend hundreds of hours, $50,000 U...

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Do Foreign Investors Really Need a Cayman Feeder Structure for Long-Term Gains and Privacy?

For foreign investors does one really need a cayman feeder structure ? The investor can do it themselves if they are really bothered right ? Since most returns will be long term gains there will usually be no witholding even if there is a K1 and other tax forms sent out. Is this correct understanding. Do foreign investors want it more for privacy ?

Top answer:

If most of your investors and investments are in the US, then don’t bother looking at a Cayman subsidiary or shell. The advantages of these tax havens have been degraded as a result of expanding KYC and taxation regimes.

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What are your thoughts on increasing the minimum commitment to $200k?

what do you think about a 'minimum commitment'? I found that a minimum commitment is a hell of a strong anchor. 90% of my LPs commit to a minimum. only one asked to go below it and only a couple were ready from get go to go above it. I am a bit surprised. My minimum so far was $100k but given what I see I am thinking of just upping it to $200k. thoughts?

Top answer:

The best practice is to have a high minimum, but also to increase the minimum for each close as a closing strategy. With a $10 MM fund, the minimum for the first close might be $50K for friends moving to $100K for normal investors. By th...

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Is Forwarding Our Newsletter URL to Potential Investors/Connectors Problematic?

Is there a problem with forwarding the URL of our newsletter to potential investors/connectors to share? Giving them the option to sign up for future newsletters if they choose.

Top answer:

If you trust the person, and you know who they will forward it to, then yes. If not, it’s not worth it because then you will always have to audit your mailing list to ensure you want everyone on there.

 -  Mike Suprovici
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What are your thoughts on co-investing with institutional LPs to build credibility and relationships for emerging managers?

Regarding co-investment rights as discussed on the AMA agree re co-investment in follow-on is ideal. What are you thoughts on co-investing with institutional LPs (not participating in fund 1) as a way of 1) building our credibility in the market as emerging manager and 2) building relationship with that LP for subsequent funds? In this specific case we have a state insurer (65B fund biggest healthcare investor in the country) that are interested such a relationship as a start their check size is 2-50m for direct so we are looking at the lower end ideally with us leading. We are thinking ideal scenario would be to announce first close and first investment with marquee names alongside us. Appreciate your thoughts on this.

Top answer:

It’s not really going to build your credibility in the market. Your brand and your experience will do that. Also, they will not make investment decisions on your timeline, most likely, because they have to get approvals etc… There are ot...

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Where can I find a copy of the PACT?

Where can I find a copy of the PACT?

Top answer:

You can find the PACT here: https://govclab.com/2023/01/30/the-pact-a-commitment-letter-to-hard-circle-lps-2/

 -  Mike Suprovici
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What Does Pro-Rata Assignment Mean for a Potential LP Investor and What Legal Paperwork is Involved?

A potential LP is interested in investing in the fund (I wasn't soliciting :slightly_smiling_face:). He asked for pro-rata assignments. Not exactly sure what this means. Also what kind of legal paperwork is behind this?

Top answer:

The LP is asking for the ability to invest in future follow-on rounds into your portfolio companies. You allocate an LP a portion of your pro rata tights. This is normally offered verbally and handled by creating an SPV for each deal in ...

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Are There VC Lab-Recommended Newsletter Templates or Noteworthy Examples to Share?

Is there a VC Lab suggestion for a newsletter template or a few good examples you could share? Thanks!

Top answer:

We don’t have examples because theses are confidential. But here is a framework to help:  Catchy subject Intro sentence announcing some great news with some sort of call to action.  Summary Section  • Section 1 summary (~5 words)  • Se...

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What are the Pros & Cons of Joining a Larger Fund as an Independent SPV/SPC?

If there’s another fund setting up a 5-7x your size of fund and would invest in your fund but want to set it up as a SPV/SPC so its part of the bigger play yet you’d have all the independence you need to run things etc. what would you see as the pros & cons?

Top answer:

You will be an employee, not a fund manager, and I have never seen these situations work out. As a simple test, ask them to send you an LOI plus a term sheet for the economics by next Wednesday for you to seriously evaluate the opportuni...

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What should I talk about with VCs at an open evening?

What should I talk about with VCs at an open evening?

Top answer:

Your goal is to build relationships. Many of the folks may become connectors to LPs or invest directly. Learn about them and try to be helpful where you can.

 -  Mike Suprovici
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How to Approach a Family Foundation as a Potential LP: Differences, Recommendations, and Technical Issues?

Am preparing to meet a family foundation as a potential LP because they want more impact any recommendations or insights on how that might differ from connecting with a HNWI or a family office? Or any technical/ regulatory issues I should study up on?

Top answer:

Family offices care a lot about deal flow. You will likely have pro-rata opportunities that the fund will not be able to fill. Build your pitch narrative around the fact that they will have opportunity to double down on some of your best...

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Is it Necessary to Establish LP, GP, and ManCo Simultaneously or Can I Register a DE LLC for ManCo First?

is there a reason to establish all 3 entities (LP GP and ManCo) at once and at the first close or I can register a DE LLC for ManCo now and start marketing the brand and the mission without talking about the fund?

Top answer:

Do not register any entities until you’re ready to start closing. This is a major mistake. MAJOR. All 3 entities will need very specific operating agreements and they need to have relationships. It will be so hard for you to fix this mi...

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What Standard Reply Can Be Used for LP's Request on Fund Reporting Metrics?

One of the LP’s is asking for the fund reporting metrics? Is there a standard reply that one can use to answer this?

Top answer:

Just say that you will provide standard quarterly reporting when the fund is set up with a quantitative analysis of the returns and qualitative updates on the portfolio.

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Q: Is the Fund Overview a More Detailed Version of the Deck, and Does it Replace the PPM?

Q: 1) Do I understand correctly that the Overview of the fund completely duplicates the Deck with the difference that the Overview has more text description and explanations? Should the deck structure be completely duplicated in Overview? 2) What is the purpose of Overview? Does it replace PPM?

Top answer:

1. it should be similar, but there are other sections that are important as well that are not in your deck, such as the fund rules section 2. it gives a quick snapshot of the fund, similar to an executive summary. it does not replace the...

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How to Accrue Early Non-Realized Performance for Late LPs in a Fast-Closing Context?

*- accrued perf to late LPs -* Hello I am unsure how to formulate it and if relevant in our context of closing quickly. One prospective LP asked me my formula to accrue early non-realized perf to late LPs joining. I answered that • there is no NAV so no such computation • i intend to do the final close in less that 12 months • all LPs get the same perf Did I miss something?

Top answer:

It appears that the limited partner is asking for there to be a penalty or catch-up fee for late entrants into the fund. You can simply response that you are not adding any penalties or catch up fees, as you your intention is to close qu...

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What is the Recommended Minimum Investment for Balancing LP Fund Size and Quantity?

Hello thinking about possible LPs I know to come up with the right fund size what is the smallest investment that you would recommend accepting? There would be a trade-off between amount raised and having too many LPs with small investments e.g. 25K minimum vs 100K minimum. Mike Adeo

Top answer:

We recommend that you raise the minimum between closing as your forcing function. You may start with $25K and increase it to $500K.

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Why Do You Advise Against Hurdle Rates, and Do LPs Prefer Them for New Funds Without Track Records?

I can see you guys advice against using hurdle rates. May I ask for the reason behind it to understand the rationale other than being not that GP friendly? Will not quite some LPs like to see hurdle rates especially for a new fund without track record it provides some more security for them?

Top answer:

If you have a Hurdle Rate of 4%, then you need to get 104% returned before you get any carried interest. Since your primary compensation is through carry, this is really unfair to the GP, especially in smaller funds. You’re already maki...

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Should Our Own Contribution Be Included in Calculating Target Fund Size with Weighted Averages Spreadsheet?

Should we include our own contribution when calculating the target fund size using the spreadsheet of weighted averages for potential investors?

Top answer:

We recommend that you don’t include your own contribution for this exercise.

 -  Mike Suprovici
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How does VC fund raising work if we don't reach our target?

How does VC fund raising work if we don't reach our target?

Top answer:

Generally, you desire to oversubscribe. So, you state a very realistic target, and then work to raise more. So, I would say that you are raising $20 MM, and then shoot to try and get $30 MM.

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Which documents should be included in the Warehouse folder of the LP data room?

Which documents should be included in the Warehouse folder of the LP data room?

Top answer:

This depends on what you have. It is not uncommon to include: Presentation, Deal Memo, Term Sheet and Legal Agreements. It can also include any Research, Models and Bios, particularly for later stage deals. Try to make the folders as con...

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Is there a venture partner agreement that covers LP fund-raising/closing?

Is there a venture partner agreement that covers LP fund-raising/closing?

Top answer:

Generally, you can not directly compensate for sourcing and closing money, as these are fundraising commissions that require licensing in many jurisdictions. Funds normally offer Venture Partner roles to people that help with fundraising...

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How to Manage a $5m Investment Offer from an LP Prospect Seeking to Become a GP in My $10m Venture Studio Fund?

How do I handle a $5m investment offer from an LP prospect who wants to become an institutional GP in my $10m venture studio fund?

Top answer:

Send them a PACT and don’t over-think this. It’s a LONG way between here and them wiring money. So say: Great, here is a non-binding commitment as a next step.

 -  Mike Suprovici
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Should I Request NDA Coverage for Sharing Confidential Deal Memos with LPs Who Signed a PACT?

Should I ask for NDA coverage to unlock my deal memos containing confidential information on my portfolio companies before sharing them with LPs who have signed a PACT?

Top answer:

I would not share a Deal Memo with anyone that did not sign a PACT, and the PACT has light NDA language.

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Is it good practice to have an FAQ in the LP data room?

Is it good practice to have an FAQ in the LP data room?

Top answer:

It's more of a nice to have. In my experience, this usually causes more confusion that it's worth. First, people usually don't read them. Second, the data room should not be opened until after an LP signed a PACT for you, and at that po...

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Higher Volume of Deals vs. Higher Ownership Percentage: What Matters More to LPs in Portfolio Construction?

Hi! Is it better to have a higher volume of deals or a higher percentage of ownership per deal. I'm working on portfolio construction and deciding on reserve capital percentage and how many deals the fund will do. What's more important to LPs?

Top answer:

Focus on the thesis first. Once you get the thesis right, then focus on the story, then focus on portfolio construction. There is no right answer to your question, because this is dependent on your stage, and thesis. The vast majority of...

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What Motivates Legacy VC Firms to Publicly Support New Funds Without Shared Carry?

I've seen new funds getting flagship investment from a general partner at a prominent established fund and round out a raise with this credibility cosign. I'm told there's no carry being shared. Why would a legacy VC firm willingly permit a new fund to broadcast their being an LP as prominently as they do go on their podcast & elevate this new fund? Downstream deal flow opportunities?

Top answer:

You can’t talk about a fund until it is closed, so having an established VC or GP as an LP does not add anything to your fundraising process. Furthermore, you should NEVER talk about LPs with other LPs, or you risk both reputational dama...

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