Because LPAs usually govern authority and process, not a fixed cash timetable.
- A mandatory initial call at signing can be awkward because closes happen on different dates; later LPs would be on a different funding timeline unless equalized carefully.
- A fixed schedule during the investment period reduces GP flexibility. Venture investing is irregular, so calls are typically made as needed for investments, fees, and expenses.
- LP protection usually comes from:
- stated investment period
- use-of-proceeds limits
- reporting obligations
- fiduciary duties
- uniform treatment of LPs on the same call schedule
Best practice: describe an expected pacing in fundraising materials, but avoid hardwiring a rigid schedule into the LPA.
References:
- https://decilegroup.com/articles/lpa-template-for-vc-funds
- https://decilehub.com/base/1-general_questions/21510-how-does-the-system-handle-capital-call-calculations-when-previous-commitments-have-already-been-fully-called-does-it-automatically-prevent-additional-calls-or-is-there-a-way-to-override-this-for-specific-investors
- A mandatory initial call at signing can be awkward because closes happen on different dates; later LPs would be on a different funding timeline unless equalized carefully.
- A fixed schedule during the investment period reduces GP flexibility. Venture investing is irregular, so calls are typically made as needed for investments, fees, and expenses.
- LP protection usually comes from:
- stated investment period
- use-of-proceeds limits
- reporting obligations
- fiduciary duties
- uniform treatment of LPs on the same call schedule
Best practice: describe an expected pacing in fundraising materials, but avoid hardwiring a rigid schedule into the LPA.
References:
- https://decilegroup.com/articles/lpa-template-for-vc-funds
- https://decilehub.com/base/1-general_questions/21510-how-does-the-system-handle-capital-call-calculations-when-previous-commitments-have-already-been-fully-called-does-it-automatically-prevent-additional-calls-or-is-there-a-way-to-override-this-for-specific-investors