Every new fund manager dreams of landing a big institutional check. A sovereign wealth fund. An endowment. A major pension fund. It feels like validation. It feels like you’ve made it.
But here’s what most managers don’t realize: early institutional money often comes with strings that can cripple your fund’s performance.
“The less proven you are, the more strings you’re going to expect with institutional capital,” says Adeo Ressi, founder of VC Lab.
What Are Side Letters?
When institutional LPs invest in your fund, they typically require side letters. These are additional agreements that outline special terms and requirements beyond your standard LP agreement.
For established managers with strong track records, side letters are usually manageable. But for new and emerging managers, they can be brutal.
Hiring outside consultants to meet reporting requirements
Annual audits (extremely expensive for small funds)
Geographic investment restrictions
“What you end up seeing is those funds underperform compared to their peers because you’re sitting around writing TPS reports versus scouting deals to invest in,” Ressi explains. “You’re sitting around working on an annual audit versus helping a portfolio company raise a new round.”
The European Warning
The clearest example of this dynamic plays out in Europe with the European Investment Fund (EIF).
Europe has created significant regulatory barriers for fund managers. You need to be licensed. It takes a long time. It’s expensive. The rules around pitching investors are extensive. So to compensate, they created institutional funds like the EIF to invest in managers who can’t easily raise from individuals.
The result? EIF-backed funds generally don’t produce strong returns.
“The ball and chain is so big they can’t do things,” Ressi says. “For example, they’re very adamant that you must invest in a very narrow region. And if a fund exists for two years and for whatever reason that region doesn’t get a home run company in two years, you’re out of luck. You got to invest in things that aren’t that great. You have to.”
It Gets Worse in Fund II
Here’s the part that really stings: the restrictions often increase as you continue the relationship.
“In Fund I, they may say, ‘Hey, I’m giving you 10% of Fund I and I only want 30% of the money to be invested in this little area,'” Ressi explains. “In Fund II, I’ve seen them go to 80%. So they’ll give you more money for Fund II, but they want 80% of the money of your fund, which includes other LPs, to just go in this narrow region.”
This creates impossible situations. Ressi has seen managers and firms break up over these decisions. Some partners want to take the institutional money. Others refuse. The firm splits.
The Hidden Cost
The real cost isn’t just the time spent on compliance. It’s the opportunity cost.
Every hour you spend writing reports is an hour you’re not spending sourcing deals. Every day focused on satisfying institutional requirements is a day you’re not supporting portfolio companies.
For a small fund with limited resources, this trade-off can be fatal to your returns.
And here’s the cruel irony: institutional LPs invest based on returns. If their requirements cause you to underperform, they won’t invest in your next fund anyway.
What This Means for Fund I Managers
If you’re raising Fund I, this should actually be liberating news.
You don’t need institutional money to build a successful fund. In fact, you might be better off without it.
Focus on:
High net worth individuals who believe in you
Family offices that move quickly and don’t require onerous terms
Friends and professional contacts who trust your judgment
Building a track record that speaks for itself
The institutional money will come later, when you have the leverage to negotiate reasonable terms. Trying to get it too early often means accepting terms that set you up to fail.
The Bottom Line
Not all money is good money. A $5 million check with reasonable terms will serve you better than a $10 million check that ties your hands.
Build your fund the right way. Generate strong returns. The institutions will come to you on your terms, not theirs.
The Decile Group develops industry-leading offerings to transform venture capital into an ethical force for good in the world, including VC Lab, Decile Hub, Decile Partners and Decile Capital.
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