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What is the Proper Allocation of Class A and Class V Shares in a General Partner Agreement for LPs, GPs, and Venture Partners?

Hi team does anyone know how to divvy up the shares in the general partner agreement? specifically a) Are class A shares to be given to the respective LPS in proportion to how much contribute ? i.e. assuming 1000000 class A shares with an LP contributing 10% of the fund translating to 100000 shares ? I assume 'Active investor' means the LP.s + the GP commit? b)Do class A shares represent the carry portion of the fund only or the entire fund ? c) Who exactly gets class V shares i.e. what exactly does membership interest mean? c) Assuming a venture partner received 1% from the total 20% carry. how exactly would that be expressed from a share allocation perspective? It might help to have an example to mimic as we craft these agreements unless there is a specific session on this coming up.

Top answer:

The General Partnership Entity manages the carry and is governed by the Stewardship agreement that you are referring to. The Limited Partnership Entity is where the LPs invest and it allocates the carry to the General Partnership Entity....

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What is the exact difference between a 'Venture Partner' and a 'Venture Investor'?

What is the exact difference between a 'Venture Partner' and a 'Venture Investor'?

Top answer:

This is another example of confusing venture capital terminology. They are often the same thing. Venture Investors can refer to Venture Partners that help with investing, primarily.

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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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What are the optimal timelines for distributing proceeds to LPs and the best practices in terms of business days?

Hi All can anyone share information on the most optimal timelines for the distribution of proceeds to LPs? What is the trend for best practice? How many business days etc post year end or end of duration of fund etc.

Top answer:

Distributions are usually done upon exits and the Fund's LPA usually specifies the details. 

 -  Mike Suprovici
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Do Typical Investment Periods Exist for Funds, and Can a 5MM Fund Have a 15-Year Lifetime?

Are there any typical types of investment periods for funds? For a 5MM fund what should be the lifetime? Could it be 15 years?

Top answer:

The active investment period is normally between 2 and 4 years. Read the Cornerstone LPA for how these terms are set.

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How Does a 2% Management Fee in a 10-Year $10MM Fund Result in $2MM Deduction and $8MM for Investment?

Hi everyone! Sorry in advance for the silly question but how come that 'A 2% Management Fee in a 10 year fund of $10 MM totals $2 MM so the fund only has $8 MM to invest'? I thought 2% of 10MM is 200K? This info is from question #6 of the current sprint.

Top answer:

There are 10 years (usually) of annual Managment Fees, so 10 times 2% is 20%.

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What constitutes eligible startup equity for GPs to contribute 1% to the fund?

What constitutes eligible startup equity for GPs to contribute 1% to the fund?

Top answer:

LPs typically expect that GPs contribute 1% to the fund. Think of it like skin in the game. This can be done via cash, or, via equity from a warehouse investment. So, for example, if you have equity in company, you can contribute that i...

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What are the rules, expectations, and norms on communicating fund holdings and deals to LPs?

What are the rules, expectations, and norms on communicating fund holdings and deals to LPs?

Top answer:

The goal is to communicate on a regular schedule to set expectations about communication with LPs, otherwise some will start demanding heavy communication. I would look to send one good update once a quarter, a larger update at the end o...

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Can we get feedback on our thesis before we send it out?

Can we get feedback on our thesis before we send it out?

Top answer:

This web site is not publicly available. This rules are very simple. Do not put information about your fund or your Thesis on a public web site. You can describe your team. You can describe your vision for the future. You can describe y...

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Can We Determine Share Types for Venture Partners in VC Lab's Standard VP Agreement Without the Managing Partner's Operating Agreement?

Can we identify the type of shares to be issued to Venture Partner in the VC Lab standard VP agreement without the Managing Partner’s Operating Agreement?

Top answer:

You can’t sign any agreements until all the entities are formed

 -  Mike Suprovici
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How does an advisor get compensated?

How does an advisor get compensated?

Top answer:

You can use a venture partner agreement. Click this link to learn more about Venture Partner Agreements: https://govclab.com/2022/03/10/venture-share/

 -  Mike Suprovici
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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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Should We Include Our MTP in the Pitch as an Impact-Based Fund?

Is it a good idea to mention our MTP (Massive Transformational Purpose) during the pitch as an impact based fund?

Top answer:

In general, it's suboptimal to use terms like this because many people may not understand the terminology and the benefit.

 -  Mike Suprovici
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What tools do you recommend for fund management, specifically CRM and fund management platforms?

What tools do you recommend for fund management, specifically CRM and fund management platforms?

Top answer:

Luis Michel Jassir Right now, Home by VC Lab is designed as the a full-featured fund CRM for VC funds specifically. We built it because options like HubSpot are too complex and too expensive.

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How is the management fee calculation for a fund with several closings?

How is the management fee calculation for a fund with several closings?

Top answer:

Each investor will be charged retroactively on the date they are admitted into the fund, as if they were part of the first close. If the first close is $2.5MM with a management fee of 2%, the fees will start at $50k per year or $12.5k q...

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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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