AngelList offers two advisory structures to accommodate different fund manager needs:
- Self-Advised fund – The fund manager provides the general partner and investment adviser entities.
- AngelList-Advised fund – AngelList serves as the legal general partner and investment adviser, with the fund manager acting as “Fund Lead” and “Sub-Adviser.”
Since fund managers have different requirements, there is no one-size-fits-all solution. Below is a detailed breakdown of both options and key factors to consider when choosing a fund structure.
Self-Advised fund – For fund managers seeking more control
In a Self-Advised fund, the fund manager and/or its affiliated entities serve as the legal general partner and investment adviser. The fund manager assumes full responsibility for managing the fund in accordance with its governing documents, including all customary general partner duties such as legal and regulatory compliance.
Why might a fund manager choose a Self-Advised Fund?
- Customizing for institutional LPs:
- If you anticipate large institutional investors or LPs requiring side letters, we strongly recommend utilizing the Self-Advised structure. This allows you to accommodate investor requests by modifying governing documents.
- Fund-specific considerations:
- The fund manager has unilateral decision-making power regarding investments, LP admissions, and fund-specific considerations (e.g., determining the number of partners in an LPAC or handling side letter requests).
- Investing in non-qualifying assets:
- If your fund primarily invests in non-qualifying investments (NQI) such as crypto or secondaries, the Self-Advised structure allows for greater flexibility.
- Supporting unique legal & regulatory needs:
- A Self-Advised Fund is ideal if you’ve retained outside counsel for specialized legal or regulatory requirements, such as international compliance or complex governance structures.
- Using custom fund documents:
- If you have already developed fund documents with your own legal counsel, you can use them instead of AngelList’s templates.
In this structure, the fund manager is responsible for ensuring full compliance with all legal and regulatory requirements, typically with the assistance of external counsel.
AngelList-Advised fund – For fund managers leaning on our streamlined setup
In an AngelList-Advised fund, AngelList serves as the legal general partner and investment adviser, assisting with fund regulatory and legal compliance. These funds use standardized AngelList legal documents, which cannot generally be customized.
Why might a fund manager choose an AngelList-advised fund?
- Standardized documents:
- If you do not anticipate needing changes to fund documents, this option allows for a faster setup with templated legal documents.
- No LPs side letters expected:
- If you do not expect to onboard institutional LPs who require side letter agreements or operational customizations, an AngelList-Advised Fund provides a simple and efficient structure.
- Leaning on AngelList’s compliance & oversight:
- This structure allows fund managers to rely on AngelList’s existing compliance and regulatory framework, reducing the burden of oversight.
Choosing the right fund structure
Your choice depends on the level of customization, control, and compliance support you require.
- If you expect institutional LPs, need custom documents, or plan to invest in non-standard assets, a Self-Advised Fund is the better fit.
- If you prefer a streamlined launch with standardized documents and built-in compliance support, an AngelList-Advised Fund is the ideal choice.
Advisory structure for SPVs
Similar to funds, AngelList offers two advisory structures for Special Purpose Vehicles (SPVs), each with distinct compliance and operational implications:
- Self-Advised SPV – The SPV manager provides the entities that serve as the general partner and investment adviser, assuming full responsibility for compliance and decision-making. This structure is mandatory for managers investing in non-qualifying assets (e.g., crypto, secondary shares) due to AngelList’s reliance on the Venture Capital Adviser Exemption. In this structure, managers must independently manage all legal and regulatory responsibilities, typically with external counsel.
- AngelList-Advised SPV – AngelList serves as the legal general partner and investment adviser, managing compliance and regulatory requirements while streamlining SPV operations. This structure is ideal for managers seeking a quick setup with built-in compliance, provided they are investing in qualifying venture assets (not crypto, secondaries, or funds) and do not require institutional LPs or custom terms.
AngelList provides industry-standard legal templates for both structures, helping managers reduce setup time and costs. However, for Self-Advised SPVs, managers must ensure regulatory compliance independently.
The decision between these structures follows the same key considerations as funds: flexibility vs. standardization, and regulatory responsibility.