Usually **no, not vastly different** between Fund I and Fund II if the same manager is using a solid, market-standard LPA as the base.
- The **core architecture** usually stays similar:
- fund term
- capital call mechanics
- fees and carry
- GP authority
- reporting
- removal / dissolution
- What often changes from Fund I to Fund II:
- tighter or clearer **governance**
- more detailed **reporting**
- revised **follow-on, recycling, or reserve** rules
- updated **key person / conflict** language
- LP-specific asks via limited negotiation
- Biggest rule: the LPA should evolve to match how the fund actually operates, not be rewritten from scratch each time.
References:
-
https://decilegroup.com/articles/lpa-template-for-vc-funds
- https://decilehub.com/base/1-general_questions/164001-for-emerging-managers-which-lpa-provisions-have-you-found-most-important-to-get-right-from-the-start-and-which-ones-tend-to-create-problems-or-require-renegotiation-later-as-the-fund-and-lp-base-grow