📖 Business
How VC Funds Work
A venture capital fund is a limited partnership — a legal structure that separates the people who provide capital from the people who invest it. Understanding how VC funds are structured, incentivized, and constrained is essential for founders because a VC's behavior at the negotiating table is largely determined by the economics and lifecycle of their fund. Feld and Mendelson pull back the curtain on the mechanics that most founders never see: management fees, carried interest, fund lifecycle, portfolio construction, and the LP-GP dynamic that drives every investment decision.
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How It Works

The players:

  • Limited Partners (LPs) — the capital providers. Pension funds, university endowments, foundations, family offices, wealthy individuals. They commit capital to the fund but have no say in investment decisions.
  • General Partners (GPs) — the VC partners who raise the fund, source deals, make investment decisions, sit on boards, and manage the portfolio.
  • Management Company — the legal entity the GPs operate through.

The economics:

  • Management fee (typically 2% of fund size per year) — covers salaries, offices, travel, operations. A $200M fund generates $4M/year in management fees regardless of performance. This is guaranteed income.
  • Carried interest (typically 20% of profits) — the GP's share of investment returns above the committed capital (plus a hurdle rate in some cases). This is where the real money is for VCs.
  • Fund lifecycle (~10 years) — typically 3-5 years investing, then 5-7 years managing and exiting. VCs need liquidity events within this window.

Implications for founders:

  1. VCs need home runs, not base hits. A 2x return on a small investment doesn't move the needle for a $200M fund. VCs are optimizing for 10x-100x outcomes.
  2. Fund lifecycle creates urgency. A VC investing from a fund that's 7 years old needs exits soon — this can pressure premature sales.
  3. Portfolio construction matters. A VC with 30 companies can't give all of them equal attention. Where you sit in their portfolio determines the support you get.
  4. Follow-on reserves. VCs reserve capital for follow-on investments in their best companies. Your VC's willingness to lead or participate in your next round is a signal of their conviction.
  5. Management fees create misaligned incentives. A GP collecting $4M/year in fees isn't desperate to return capital — they're financially comfortable regardless.