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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 are the US tax implications for a European LP investing in a Delaware LP or LLC?

One of my European LPs is asking about the US tax implications from becoming an LP in a Delaware LP or LLC. We have not yet engaged lawyers and tax advisors for fund formation so hoping that someone can share links. I am seeing conflicting reports. According to KPMG 2015 () page 25-26 see section 'Sale or Exchange of Capital Assets' gain on the sale of investments is not taxed in United States if you are nonresident alien but then according to  if the Delaware LP entity (the fund) 'is engaged in U.S. trade or business and has effectively connected income' my Limited Partner will have to pay withholding taxes. Any advise?

Top answer:

The KPMG article is correct, capital gains are not sourced to the US and therefore will not be taxed in the US for your foreign LPs. To address your point about engaging in US trade or business, investment entities are not considered to ...

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What are Effective Methods to Measure Decarbonization Impact of Investments for $300K Tickets?

I am searching for an objective and lightweight way to measure the decarbonization impact of the companies we invest in. So far we have come across overweight auditing options or unverifiable 'napkin' calculations. We like to be able to prove to our LP's that our investments really make a difference in a way that makes sense for the tickets we plan to invest ($300K). Any experience or ideas on this? ( Andrea Monti or Adeo ?)

Top answer:

You could ask the companies to comply with the For Progress (https://fi.co/progress) designation, and then the company would publish their results every month or quarter. You can then roll up the results into your own reporting.

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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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Are 'Fund rules' and 'Investment criteria' the same thing?

Are 'Fund rules' and 'Investment criteria' the same thing?

Top answer:

No. “Fund rules” represent how you manage areas of conflict. For example, many VCs created rules that preclude them from making investments outside of their fund. “Investment criteria” represents what you look for in a company. I.e....

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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?

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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 is an Operating Partner's role in a fund?

What is an Operating Partner's role in a fund?

Top answer:

That is not a common term. The title signifies that the partner is in the GP, versus the ManCo, and handles fund operations. This would be for a larger fund, and not relevant for small firms.

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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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When should fund managers file as Exempt Reporting Advisors (in the US)?

When should fund managers file as Exempt Reporting Advisors (in the US)?

Top answer:

Generally speaking, ERAs must file the Form ADV within 60 calendar days of becoming an ERA - thus they generally must file within 60 calendar days of a fund's first closing, in most cases. Please see the following (Item 13 in particular...

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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?

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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?

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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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