Ctrl + K

Loading...

Questions on LPA: waterfall default, LP approval with few LPs, and quarterly reports.

Community Member
Hello I'd like to post a few questions concerning the LPA agreement. Would love any feedback this community may have to share: 

1. In the American vs. European waterfall choice (LPA 3.2), is there a standard default VC Lab recommends for a solo-GP emerging manager, or is it purely LP-preference driven? 

2.  Section 4.3.3 when we shift conflict-of-interest approval from the Advisory Committee to a Majority in Interest of LPs how does that translate for a small first fund with only a handful of LPs? 

3.  For a small fund, is quarterly reporting advisable even if not legally required, or does it create disproportionate admin burden for a first-time solo GP? 

Thanks a lot for your reponses :)
1 reply
Community Member
Decile Base AI

Great questions! Here's what we can share based on Decile Base and VC Lab resources:

1. American vs. European Waterfall (LPA 3.2)

For a solo-GP emerging manager, Decile generally recommends defaulting to the European / whole-of-fund waterfall. It is more LP-friendly, simpler to defend, and more common for emerging managers. The Cornerstone LPA v3 supports both options, but the European waterfall is the standard recommendation for Fund I managers, especially sub-$25M funds. It is not purely LP-preference driven; it is a deliberate choice to build LP trust early.

2. Conflict-of-Interest Approval via Majority in Interest (Section 4.3.3)

For a small fund with only a handful of LPs, this provision is actually more straightforward than it sounds. A Majority in Interest means a majority by economic commitment, not headcount. With a small LP base, you will likely know each LP personally and can obtain consent more informally, though you still need to document it properly. The key practical point: conflicted LPs are excluded from the count, so make sure you are tracking who is conflicted on a given decision before seeking approval.

3. Quarterly Reporting for a Small Fund

The Cornerstone LPA sets annual reporting as the legal minimum, but the Valuation Policy points to quarterly as the operating standard. For a solo GP, quarterly reporting does add admin burden, but it generally builds LP trust and signals institutional-grade operations. The practical recommendation from Decile resources is to treat quarterly as your standard cadence, even if not legally required, since it becomes especially important as you grow your LP base and pursue institutional LPs in future funds.

Hope that helps! Feel free to follow up with any specific questions. 😊

Show relevant links
👍 1

Log In or Sign Up

Please Log In, or Sign Up to participate in the discussion.

Apply to VC Lab Cohort 22

Get full access to Decile Base and the Decile Hub venture platform for free by joining the VC Lab program.

Apply to VC Lab Cohort 22