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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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Can I Count Industry Conference Content Creation Expenses as Marketing Costs for My Future Fund?

Hi everyone I have an opportunity to create content pieces (video and blog) via industry conference. This involves significant costs I have not registered my fund yet can I count these expenses as marketing cost later when I launch my fund ? Is there anything I need to do now that might help me account for this expenses later when I launch my fund.

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As a general rule, the fund reimburses fund formation expenses, which tend to be legal expenses, and the fund does not reimburse other setup expenses, such as marketing. Pre-marketing is also highly regulated in most jurisdictions, so fu...

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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.

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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.

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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?

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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 ?)

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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?

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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!

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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?

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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?

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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?

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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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