Capital to build the firm
Working capital for Fund I, II, and III managers. Avoid "Dead Equity" with our Standardized Manager Seed Note.
You need to hire a team before management fees kick in. Don't sell 25% of your firm to a shark. Use the Protocol.
Instrument
Rev Share NoteConversion
AUM triggeredGovernance
PassiveA better way to seed emerging GPs
The anchor trap
Emerging managers face a "Capital Desert." You are too small for Dyal/Blue Owl, but you need $2M to launch.
Dead equity: To get $2M working capital, a wealthy family office demands 25% of your TopCo. Forever.
The fund III problem: When you try to raise Fund III, institutional LPs see that 25% dead equity and pass. “The incentives are broken,” they say.
Toxic revenue share: Alternatively, you agree to pay 20% of topline revenue forever. This starves your firm of the cash needed to hire junior partners in the future.
Bespoke friction: Negotiating these deals costs $100k in legal fees and takes 6 months of distraction.
GP1 Seed approach
We standardized the “GP Seed” deal. Think of it as a SAFE for Asset Managers.
The SMSN instrument: "Standardized Manager Seed Note." A hybrid instrument that balances short-term yield with long-term equity.
Sunset mechanics: Revenue share caps ensures you eventually regain your fee stream to pay your team.
Smart conversion: The stake converts to fixed equity (e.g., 10%) only when you hit scale (e.g., Fund III close), preventing early dilution.
Parametric closing: Adjust 3 variables (Amount, Cap, Conversion). Generate docs. Close in weeks.
Use cases
GP 1 Seed is designed for the moments between funds, when fees haven’t caught up, but the firm still needs to move forward.
The breakaway
You and a partner are leaving a Tier 1 VC firm. You need $1.5M to cover 18 months of burn (legal, travel, office) while you raise Fund I.
Solution
Seed investors provide $1.5M via SMSN. They get yield from Fund I fees, converting to 10% equity at Fund II.
The expansion
You have a successful US Fund I ($50M). You want to launch a European strategy but need to front-load the cost of a London office and a new Partner.
Solution
Sell a stake in the ManCo to fund the expansion without diluting the GP Carry of the US fund.
The bridge
Fund I fees have tapered off. Fund II fundraising is taking 6 months longer than expected. You need bridge capital to keep the lights on.
Solution
A structured note against future Fund II management fees. Keeps the team stable during the raise.
One instrument. Three phases. Aligned over time.
The Standardized Manager Seed Note (SMSN) is designed to align incentives across the lifecycle of a firm. It shifts from debt-like yield to equity-like growth.
Apply for seeding
Yield tranche
To pay back the investor's risk capital
Revenue Share: 15-25% of Mgmt Fees.
Priority distribution until 1.0x - 1.5x principal is returned.
Mitigates the “J-Curve” risk for seeders.
Upside tranche
To align on performance
Carry Participation: 10-15% of Fund I Carry.
Structured as “Special LP” interest.
Preserves Capital Gains tax treatment (flow-through).
Yield tranche
To permanent alignment without dead weight
Trigger: $250M AUM or Fund III Close.
Action: Rev Share sunsets.
Result: Converts to 5-10% fixed ManCo equity.
Why useGP1 Seed?
Traditional anchor
Equity cost
20-30% permanent
Fee drag
Permanent
Legal time
3-6 Months
Legal cost
$100k
Secondary liquidity
None
Revenue share loan
Equity cost
0% (but expensive debt)
Fee drag
High (Topline)
Legal time
1-2 Months
Legal cost
$30k
Secondary liquidity
None
GP 1 Seed approach
Equity cost
10% (post-conversion)
Fee drag
Sunsets upon Maturity
Legal time
~2 Weeks
Legal cost
$0 (Standard Docs)
Secondary liquidity
Yes (Standardized Asset)
Connect
Create profile. Connect LinkedIn and Track Record data. Our algo scores your "Spin-Out Pedigree."
Match
We match you with family offices and seeders looking for your specific strategy (SaaS, Bio, Crypto).
Configure
Use the slider interface to set your ask: Investment Amount ($1M) vs. Rev Share Cap (2.0x).
Fund
Investors sign the SMSN electronically. Capital flows to your ManCo. You hire your team.