Everything you need to
launch and run your fund.
What we do, and what it costs:
Fund Formation $30,000
Includes everything you need to form a fund, admit your LPs, and begin deploying: deck and marketing material reviews and disclosure drafting, fund documents (LPA, subscription agreement, and PPM), entities (fund, GP, and manco), GP and management company operating agreements and partner admissions, compliance reviews and filings (Reg D or Reg S securities compliance and filings, investment adviser compliance and filings, subscription agreement reviews and Investment Company Act compliance), anchor negotiations, admin and closing platform set-up, LPAC formation, and post-closing LPA amendments. A complete scope of service will be included in your client proposal. Delaware registration fees, state securities notice fees, and FINRA filing fees are not included (usually $1,500-$2,500 total).
Optional add-ons:
+ $2,500 multi-member GP operating agreement (includes advisory carry sharing agreements)
+ $10,000 3(c)(7) parallel fund
LP Side Letters $1,000 ($2,500 if complex or negotiated*)
We draft a custom side letter if requested by a LP, or review and approve drafts provided by investor counsel. If necessary, we negotiate the terms of the side letter with the LP. This service includes MFN reconciliations after closing.
*Simple side letter clauses include fee reductions, LPAC seats or observer rights, standard ECI/UBTI covenants, and affiliate transfer provisions. Any additional clauses will be considered complex. We consider a side letter to be negotiated if either party returns comments or requests edits to the initial draft.
SPVs / Co-Investment Funds $8,000
For existing fund formation clients only. We ensure compliance with the parent fund’s LPA and side letters, draft SPV documents, form the SPV entity (with EIN), review subscription agreements, ensure Investment Company Act compliance, and handle post-closing securities filings. We also submit any required amendments to your investment adviser compliance filings, and review the transaction to ensure that it will not negatively affect your investment adviser registration exemptions.
Deal Counsel
SAFEs $500
We draft or review the SAFE document and coordinate the closing.
SAFE Term Sheets $500 ($1,500 if negotiated)
We draft or review a term sheet for SAFE round, and negotiate with company counsel if necessary.
SAFE Side Letters $1000 ($2,500 if negotiated)
We draft a custom SAFE side letter including your preferred terms: pro rata rights, MFNs, information rights, major investor rights, protective provisions, board seats, and anything else you need. Side letters can be drafted in connection with a specific deal, or we can create your standard template side letter. We negotiate with company counsel if necessary.
SAFE Round Corporate Diligence $3500
We send the company a diligence request list, review the documents and disclosures that the company produces, and confirm that the company is properly formed and in good standing. We also take steps to confirm that the SAFE offering is exempt from registration and not disqualified under the SEC’s Reg D “bad actor” rule.
Priced Seed Round - Lead Counsel $25,000
We draft or review, and negotiate, all deal documents on the Series Seed or NVCA model documents, perform basic corporate diligence, review disclosure schedules and data rooms, and manage closings.
Post-Closing Compliance
Annual Investment Adviser Compliance $2,000 / ManCo / Year
Only for state or federal exempt reporting advisers (ERAs). We review your registration exemption and file your annual Form ADV amendment.
Annual Entity Maintenance $300 / Entity / Year
We make sure that your Delaware entities remain in good standing. Includes registered agent service, DE annual report filing, and DE franchise tax payment (amount of tax not included).
Anti-Money Laundering Compliance $6,500 / ManCo / Year
New 2026 requirement (31 CFR 1010). We maintain and manage your AML policy and controls, regularly monitor your LP base for AML red flags, manage FinCEN Suspicious Activity Reports, perform annual independent testing, and provide a fractional AML officer.
Don’t see what you need on this page? We provide comprehensive legal support for venture fund managers. Contact us for additional services and pricing.