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The Sub-$250 Million First Fund: Anchor Economics, MFN Design, and the 2026 ILPA Cost Cap

A sub-$250 million first fund turns on two negotiations: the anchor’s terms and the formation budget. Learn to price anchor concessions without an MFN cascade, choose founders’ class or side letter, and draft the dual cap and overage waterfall under ILPA’s five-basis-point guidance.

2026-11-20 14:30:00

Program Details

2026-11-20 14:30:00

2026-11-20 14:30:00

2h CLE Credits

2026-11-20 14:30:00

Program Details

2026-11-20 14:30:00

Program Details

2026-11-20 14:30:00

Over 1,000+ webinars

2026-11-20 14:30:00

Course Overview

The Anchor's Discount Doesn't Stay with the Anchor

2026-11-20 14:30:00

First-time managers raising under $250 million now face two pressures at once. An anchor committing 15–30% of the fund arrives with a menu of asks — fee discounts, co-investment rights, carry splits, and management company equity. And ILPA’s May 2026 organizational expense guidance caps formation costs at five basis points, reshaping how the fund is budgeted, drafted, and disclosed.

Grant the anchor’s discount by side letter, and MFN elections can spread it across the LP base. Paper it as a founders’ class in the LPA, and the cascade stops. Treat side letter negotiation costs as outside the cap, and the organizational expense denominator may say otherwise. Breach the cap without a disclosure plan, and SEC enforcement exposure follows. The SEC’s Private Fund Adviser Rules are vacated, but institutional LPs still expect preferential treatment disclosures.

Attendees leave with a decision framework for pricing anchor terms that preserve GP economics into Fund II, a breakeven model for a 25–50 bps anchor discount, LPA language for the dual cap and 50/50 overage waterfall, and a budget and engagement letter strategy built for the sub-$250M manager.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Anchor Leverage Economics
How a 15–30% anchor commitment shifts bargaining power in a sub-$250 million first fund, and what that leverage costs the GP.
02
The Negotiation Menu
How to evaluate fee discounts, co-investment rights, carry splits, and management company equity as distinct concessions with different Fund II consequences.
03
Founders’ Class Vs. Side Letter
How to choose between a founders’ class in the LPA and a confidential side letter, and structure MFN rights so later LPs cannot elect the anchor’s terms.
04
Disclosure And Breakeven
How to meet the preferential treatment disclosures institutional LPs still expect after vacatur of the SEC Private Fund Adviser Rules, and model the breakeven impact of a 25–50 bps discount.
05
Scoping The Cap
How to apply ILPA’s five-basis-point framework and define the organizational expense denominator, including whether side letter negotiation costs fall inside the cap.
06
Drafting Under The Cap
How to draft the dual cap, the 50/50 overage waterfall, and disclosure triggers in the LPA, and build a budget and engagement letter strategy that stays within it.

Program schedule

clock 2:30 pm - 3:30 pm EST

Pricing the Anchor Investor in a First-Time Fund Without an MFN Cascade

This session examines how first-time fund managers of sub-$250 million vehicles price and structure anchor investor economics without triggering an MFN cascade that spreads bespoke terms across the LP base. Attorneys will work through the full anchor negotiation menu — fee discounts, co-investment rights, carry splits, and management company equity — and learn how to choose between a founders’ class in the LPA and a confidential side letter. Attendees will leave with a practical decision framework for structuring anchor terms that preserve GP economics, satisfy institutional LP expectations, and survive Fund II without permanent givebacks.

Lindsay Karas StencelLindsay Karas Stencel
clock 3:40 pm - 4:40 pm EST

Forming the Fund Inside the New Five-Basis-Point Organizational Expense Cap

This session examines the practical legal and drafting consequences of ILPA’s May 2026 organizational expense guidance for attorneys forming sub-$250M first-time private equity funds. Attendees will learn how to structure the dual-cap provision, draft the 50/50 overage cost-sharing waterfall, and scope what falls inside versus outside the cap — including side letter negotiation costs. Attorneys leave with the tools to advise emerging managers on budget discipline, engagement letter strategy, and disclosure obligations under the new framework.

Lindsay Karas StencelLindsay Karas Stencel
Lindsay Karas Stencel

Lindsay Karas Stencel

Thompson Hine LLP

Lindsay Karas Stencel

Lindsay Karas Stencel

Thompson Hine LLP

Lindsay Karas Stencel is a partner at Thompson Hine LLP and Chair of the Private Fund Formation subgroup. She advises investors, entrepreneurs, and fund managers on venture capital and startup matters, private fund formation, corporate finance, federal and state securities filings and compliance, including public and private securities offerings, and corporate organization and governance matters.

Education & Credentials

Lindsay earned her J.D. from The Ohio State University Michael E. Moritz College of Law and her M.B.A. from The Ohio State University, both in 2009, and her B.A. from Canisius College in 2005. She is admitted to practice in Ohio, Michigan, and New York.

Recognition & Leadership

Lindsay is listed in The Best Lawyers in America for Venture Capital Law (2027) and for Business Organizations (including LLCs and Partnerships) and Corporate Law (2021–2027). Her investor-side recognitions include Upstate Capital's Investor of the Year (2019) and Early Stage Dealmaker of the Year (2018), the Upstate Venture Connect Community Catalyst Award (2019), and a nomination for the NVCA American Spirit Award (2020). She has also been named to Columbus CEO's Future 50 (2021), Columbus Business First's 40 Under 40 (2020) and its "20 People to Know in Finance" (2016), and the Ohio Bar Association's "5 of Ohio's Most Trailblazing Attorneys" (2016), and she received Thompson Hine's Diversity Champion Award in 2021.

Professional Involvement

Lindsay teaches "Venture Capital and Dealmaking" at The Ohio State University Moritz College of Law and is a national speaker on topics of venture capital, fund set up and deal structuring and startup investing. She is also a Co-Founder of BOLD Ventures, a regionally focused venture capital fund, that is focused on investing in innovative technology that better the lives of individuals, enhance business outcomes, and improve society.

Experience

Prior to joining Thompson Hine, Lindsay served as a partner and chief legal counsel at a Midwest-focused venture capital firm that invested early-stage technology companies serving several industries. Simultaneously, she ran her own private practice representing emerging fund managers across the country, startup clients and founders, investors, and small businesses, assisting with venture fund formation and strategy, strategic deal formation, unique deal structuring and other corporate legal matters. She also acquired significant experience while serving as Chief Investment Officer and Managing Partner for a venture development organization in upstate New York, where she led that firm to have one of the most active seed funds in the country.
Lindsay Karas Stencel

Lindsay Karas Stencel

Thompson Hine LLP

Lindsay Karas Stencel is a partner at Thompson Hine LLP and Chair of the Private Fund Formation subgroup. She advises investors, entrepreneurs, and fund managers on venture capital and startup matters, private fund formation, corporate finance, federal and state securities filings and compliance, including public and private securities offerings, and corporate organization and governance matters.

Education & Credentials

Lindsay earned her J.D. from The Ohio State University Michael E. Moritz College of Law and her M.B.A. from The Ohio State University, both in 2009, and her B.A. from Canisius College in 2005. She is admitted to practice in Ohio, Michigan, and New York.

Recognition & Leadership

Lindsay is listed in The Best Lawyers in America for Venture Capital Law (2027) and for Business Organizations (including LLCs and Partnerships) and Corporate Law (2021–2027). Her investor-side recognitions include Upstate Capital's Investor of the Year (2019) and Early Stage Dealmaker of the Year (2018), the Upstate Venture Connect Community Catalyst Award (2019), and a nomination for the NVCA American Spirit Award (2020). She has also been named to Columbus CEO's Future 50 (2021), Columbus Business First's 40 Under 40 (2020) and its "20 People to Know in Finance" (2016), and the Ohio Bar Association's "5 of Ohio's Most Trailblazing Attorneys" (2016), and she received Thompson Hine's Diversity Champion Award in 2021.

Professional Involvement

Lindsay teaches "Venture Capital and Dealmaking" at The Ohio State University Moritz College of Law and is a national speaker on topics of venture capital, fund set up and deal structuring and startup investing. She is also a Co-Founder of BOLD Ventures, a regionally focused venture capital fund, that is focused on investing in innovative technology that better the lives of individuals, enhance business outcomes, and improve society.

Experience

Prior to joining Thompson Hine, Lindsay served as a partner and chief legal counsel at a Midwest-focused venture capital firm that invested early-stage technology companies serving several industries. Simultaneously, she ran her own private practice representing emerging fund managers across the country, startup clients and founders, investors, and small businesses, assisting with venture fund formation and strategy, strategic deal formation, unique deal structuring and other corporate legal matters. She also acquired significant experience while serving as Chief Investment Officer and Managing Partner for a venture development organization in upstate New York, where she led that firm to have one of the most active seed funds in the country.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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10,000+

Trusted by Legal Professionals

1000+

Live stream programs

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Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Approved
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Pending
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Pending
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

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  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs