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1,173
1

I am based in Ontario (not sure yet where to domicile given web3). I am expecting Canadian and US investors, should I use USD or CAD for currency in Decile Hub?

Top answer:

Most investments are in USD, so use USD. Use CAD if you are primarily planning to invest in CAD in Canadian startups, raising primarily from Canadian LPs.

 -  Adeo Ressi
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1

in ontario, can friends and family (not accredited) invest in a venture capital company as limited partners as an exemption?

Top answer:

Decile Group strongly recommends not accepting any investors who are not accredited investors into a Fund, even if it is technically and legally possible (depending on the jurisdiction and the Fund's legal agreements). Such investors are...

2

I'm having lots of conversations to sign PACTs right now (early in VC Labs), what are best practices to ensure the LPs close when it's time? (or at least up the percentage after the pact is signed)

Obviously if someone says yes to a non-binding agreement it's no sure thing of actual closing (i understand the series of yes mentality and agree it's a good strategy - so i'm in!) What are best practices to have them come through when it's time to close (to up my % of closes from PACT?) -->  What's the time frame expected or typical for LPA and capital call (to manage their expectations and get that in the conversation)? [hub reports 12-18 months - but we've discussed 6 months in vc labs so would like clarification .. i know it's not black and white though and is how fast can i close/should i close and what can we do/what do you expect of us? I'm looking to close this by the end of the year! is that realistic? well idc i'm doing it anyway we have a world to impact with good ethical investing - also looking for what i may be missing and should watch out for to hit my goal - some of the unknown unknowns!!] Thanks!

Top answer:

You should set the default percentage of the PACT at 75% if you're in a developed market and to 50% for emerging markets. The 'best practice' is to increase fundraising momentum. If you have momentum and an increasing number of investor...

1

Same LP / Venture Partner compensation

Is it allowed for an LP to be a Venture Partner at the same time (i.e. a mentor) and be compensated ?

Top answer:

It is generally not recommended for an LP to also be a Venture Partner - it could introduce conflicts of interest but the LP may also lose their "limited" status and corresponding protection from liability in the case an LP is involved i...

1

Is capital call process for VC firm and Venture Studio is same? Or what is the process for Venture Studio?

Top answer:

The Venture Studios in the VC Lab program have a VC fund attached. Please review this article: https://govclab.com/2023/04/25/how-to-build-a-venture-studio/ The capital calls for the VC fund that's attached to the studio will work the s...

1

What do I do about LPs who show up in Hold Before Closing after they've already signed an LPA and are listed there as well?

Top answer:

Hi John, in that situation you can manually move them to the appropriate stage in the closing pipeline. This can be done by checking the box next to the LP's name and changing their stage or by simply clicking on the dropdown menu button...

1

How does LP confidentiality work with being on the LPAC? I would assume all LPs would be told who the LPAC members are?

Top answer:

“The identity of the LPAC members will be disclosed to all the investors of the fund. Disclosure happens as part of the process of providing notice to investors of changes or approvals that have been made.”

3

Am I correct in saying that the LPs would contribute all their committed capital during the Investment period (3-4 years) through the multiple capital calls till then? And while the fund will collect all the committed capital by then, it will only release management fee to the GP/ManCo based on the trickle schedule till the 10th year. If this is not correct, then would we be making any capital calls to only serve management fee/organization expenses later in the post-Investment period too?

Top answer:

Not necessarily. While LPs will contribute their commitment through multiple capital calls, they do not need to contribute all of their committed capital during the Investment Period. It would be correct to make capital calls for managem...

1

Hi All! Let's say my fund size is $6MM, so how much I can raise from single LP? Or how do I decide how much to raise from each LPs? Is there any formula or concept around this? Looking forward for your valuable advice. Siddharth

Top answer:

No LP can own more then 25% of the fund and ideally they should own less then 20%.  LP ticket sizes are based on demand and capacity. Your minimum ticket for the 1st close should be not be lower then $100k.

 -  Mike Suprovici
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3

How exactly is management fee taken from fund?

Let's say we do 4 capital calls over 2 years, and the management fee structure is 3% for first five and then 1% for next five. SO once an LP has transferred money into the account during the initial two years -- part of that capital is left there to later pay management fee as per schedule?

Top answer:

Correct - if you call 100% of their commitment over the 1st two years, then you would have money sitting in the fund's bank account for future management fee payments.

 -  Rob Del Prete 1
1

How to send an SHA through Decile Hub

After the LP signs a PACT and confirms their commitment we send them an SHA on docusign. I was wondering if there is any way to cut out docusign completely and send the SHA through Decile Hub. 

Top answer:

Decile Hub manages the signature process for members of Decile Launch and Decile Partners.  Venture capital funds do not use a SHA. Limited partners sign a Limited Partner Agreement, or LPA. They normally also sign a Subscription Agreem...

1

Could you please share best practice on how to write investment memo

could you share your favourite examples?

Top answer:

Go to: 1. Dealflow 2. Deal Memos 3. Add a deal Memo The tool is designed to ask you important questions about the deal and provide a good baseline. I would encourage you to also update these questions based on the approach of your thes...

1

One of our portfolio companies is looking for help developing a financial model. Is it a conflict for one of the general partners to be hired as a consultant to provide that service?

Top answer:

In my view, it's your job as VC to help your company. If you have expertise in this area, just help them without charging them. It's part of your value add.  It is a bit of a conflict if you charge them and it may require some sort of d...

1

How do we verify someone is an accredited investor before we talk to the? Is it illegal to talk to them about joining the fund if they are not accredited? (thinking for people with high salaries specific that we think may qualify but aren't sure of)

Looking for when to broach the topic of accreditation and how to bring it up in the conversation, this is for the closing of the PACT conversation.

Top answer:

As a manager, you need to get to know every potential limited partner before you pitch them, including doing research to understand if they are accredited. At the ned of the day, you need to use your best judgement. This is governed by g...

2

what's the roles (and differences) and compensation between managing partners, general partners, principles and venture partners, associates, analysts and other junior support personnel (and any other team role I may have missed) - take for example a 5 million dollar fund and use real numbers and real % of carry

interested in how different fund structures or sizes (10M, 50M) would pay out as well. Also focused on Web3 - so roles like tokenomics is critical to have someone involved I would imagine.

Top answer:

Read this: https://govclab.com/2021/10/28/venture-capital-roles/ And this: https://govclab.com/2023/08/02/venture-capital-roles-2/ And finally, this: https://govclab.com/2022/03/10/venture-share/ The comp is close to 0 for a $5m fund ...

1

Delaware exemptions and reporting requirement for 3(c)(1) fund advisors

I understand a 3(c)(1) Qualifying Venture Capital Fund with <$10M in assets and <250 beneficial owners is exempt from reporting and registering with the SEC. However, if the ManCo and GP/LP are all domiciled in Delaware, are there still state-level registration and reporting requirements with the Delaware Securities Division since the fund advisor (i.e. ManCo & GP) is domiciled with a place of business in Delaware? It's my understanding that Delaware only has an exemption for 3(c)(7) fund advisors, not 3(c)(1) advisors (source).

Top answer:

Generally speaking, a fund's domicile is not the same as the fund manager's (advisor's) place of business. It is very rare (I believe I have seen it once) for a fund manager to actually live/work in Delaware (thus potentially necessitati...

1

I live in Canada, what language for the PACT? See details for what I put.

Given I expect to be raising from LPs from Canada and USA: "The undersigned understands that the Offering is being made without registration under any securities law in any jurisdiction, including the Securities Act of 1933 (the “Securities Act USA”), as amended, or any securities law of any state of the United States. And including in Ontario, Canada, without registration under the Securities Act, R.S.O. 1990, c.S5 (the "Securities Act ON").  The Offering is being made only to accredited investors as defined in the Securities Act ON and Securities Act USA (or in the applicable jurisdiction). [[management_company]] acknowledge that different jurisdictions have differing definitions of 'accredited/sophisticated investor' and is respecting the regulated requirements in the applicable jurisdictions." Please provide feedback or approve.

Top answer:

The PACT is a non-binding agreement, and, before any entities are formed, the jurisdiction does not matter, since there is no underlying entity to bind the agreement to. In general, it can be any jurisdiction, as the agreement is non-bin...

2

do i need to do the financial modelling? and does decile hub provide that? what software to use or excel?

and at which point in the program do i do this?

Top answer:

This will be covered in the second half of the VC Lab program and we'll provide all the templates etc...

 -  Mike Suprovici
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I want to know about the Fund location to be mentioned in the thesis because as we have started approaching potential LPs for PACTS, this is something which will be noticed and will come up for discussion. (It's not related to dealing with lawyers and other related aspects at this stage). Just need to know that if establishing a Fund being based in Milan or some other not so VC friendly(as compared to Delaware) would put us at a disadvantage?

- I'm the solo GP of my Fund and based in Milan. - My Fund will be focusing on European firms as the concerned deal flow. - Most of my LPs are going to be from Europe and US.

Top answer:

In your thesis statement you should say where you're located. In your case, you can say that you're in Milan or in Italy. 

 -  Mike Suprovici
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1

Given the opportunity to make a pre-seed investment in common versus preferred shares, should the default be to buy the preferred shares

Top answer:

As a VC, you must get preferred shares. This is sort of non-negotiable. Common is significantly less valuable because it has no preference. Unless the founder will do all future financings via common, which is highly unlikely and creates...