Graph Advisors

‹ Back to Resources

How capital flows

Venture Capital funds flow from investors (called Limited Partners) to the VC firm, then in most cases almost immediately to the startup they invest in. Money moves out from LPs, through the fund, into startups, and the value it creates flows back along the same path. Here is the whole journey, one diagram at a time.

In one line

In a venture fund, LPs commit capital, the fund calls it and invests in startups, those startups create value, and proceeds flow back through the fund to the LPs, with the GP taking a share of the profit.

The diagrams below follow a single dollar of capital on its round trip, from the moment an LP commits it to the moment a distribution comes back. Each step is a piece of the same cycle, so the picture builds as you scroll.

Flow 01

The flow of VC Funds

Capital flows out from LPs through the fund into startups, and value flows back to LPs LPs Limited Partners The Fund GP and management company Startups Portfolio companies capital investments distributions proceeds capital flowing out value flowing back
Money flows out from LPs through the fund into startups, and the value it creates flows back along the same path in reverse.
Flow 02

LPs commit capital

LPs commit capital to the fund, which is three linked entities: the fund, the GP, and the management company LPs Limited Partners commitments THE FUND Holds the LP capital and the investments GP ENTITY Controls the fund and earns the carry MANAGEMENT COMPANY Employs the team and runs operations controls operates THE FUND STRUCTURE
LPs commit capital to the fund. Three linked entities sit behind it: the fund that holds the investments, the GP that controls it, and the management company that runs operations.
Flow 03

Capital calls draw it down over time

The fund draws committed capital from LPs in a series of capital calls over time LPs COMMITTED CAPITAL 1234 uncalled over time Call 1Call 2Call 3Call 4 The Fund draws capital as it is needed capital calls
Rather than taking all the money up front, the fund draws committed capital from LPs in a series of capital calls over the years it is investing. Although the fund's assets under management can sometimes seem large, for the most part the bank account of the fund sits mainly empty, save for when capital flows in from LPs to be invested and immediately out into a company. When there is a liquidity event, capital flows back in, then is quickly distributed to LPs.
Flow 04

The fund invests in startups

The fund deploys called capital into portfolio companies and receives equity and securities in return The Fund deploys called capital Portfolio Company one of many the fund backs investment capital equity and securities the instrument priced round SAFE convertible note
The fund deploys called capital into portfolio companies through priced rounds, SAFEs, and notes, and receives equity and securities in return.
Flow 05

The fund pays the management fee

The fund pays an annual management fee to the management company, which employs the team, separate from the capital it invests in startups The Fund holds the LP capital MANAGEMENT COMPANY Employs the team that runs the firm deal team operations finance management fee annual, recurring management fee, pays the team investment capital goes to startups, a separate flow
The fund also pays an annual management fee to the management company, which employs the team. This is a recurring flow, separate from the capital that goes to startups.
Flow 06

The startup creates value

The portfolio company uses the capital to hire, build product, and win customers, and enterprise value rises over time enterprise value time Capital in hiring product customers revenue Enterprise value rises over time
Inside a portfolio company, the capital funds hiring, product, and customers, and enterprise value rises over time. This is the stage where the return is actually created.
Flow 07

An exit converts equity into proceeds

When a portfolio company is acquired or goes public, the fund's equity converts into proceeds, either cash or marketable shares Portfolio Company the fund holds equity ACQUISITION bought by an acquirer IPO lists on a public market Cash proceeds to the fund Marketable shares to the fund acquired goes public proceeds proceeds
When a company is acquired or goes public, the fund's equity converts into proceeds, either cash or marketable shares.
Flow 08

Proceeds return to the fund

Exit proceeds, in cash or marketable shares, flow from the portfolio company back into the fund Portfolio Company after an exit The Fund receives the proceeds proceeds in the form of cash marketable shares
When a company exits, the proceeds, in cash or marketable shares, flow back into the fund, which now holds realized value rather than a private stake.
Flow 09

The distribution waterfall

The fund distributes proceeds in a set order: return of capital and preferred return to LPs first, then carried interest to the GP near the bottom Proceeds from exits order of payment, top first 1 Return of capital LPs get their committed capital back to LPs 2 Preferred return LPs, if the fund has a hurdle to LPs 3 GP catch up GP, where a hurdle applies to GP 4 Carried interest split remaining profit, shared to LPs carry to GP
Proceeds are split in a set order: LPs receive their capital back and any preferred return first, and the GP earns its carried interest near the bottom, once investors are made whole.
Flow 10

The full cycle, and it repeats

The full cycle: LPs commit, the fund invests in startups, they build value and exit, proceeds return to the fund, the fund distributes to LPs with carry to the GP, and the cycle repeats for the next fund LPs commit capital The Fund invests Startups build value Exit acquisition or IPO The Fund receives proceeds LPs receive distributions commit invest build value proceeds distributes repeats THE FUND CYCLE capital out, value back and carry to the GP repeats for the next fund
The whole journey is one loop: LPs commit, the fund invests, startups build value and exit, proceeds return, and the fund distributes to LPs with carry to the GP, before the cycle repeats for the next fund.

Work with Graph Advisors

Fractional CFO and forward deployed engineering for VC funds, PE firms, family offices, and the companies they back.

Book a call

Related guides

Fund Back Office & More
How Do Capital Calls Work?
The capital call step in words, with timing and notice detail.
Distribution Waterfall and Carried Interest
How proceeds split between LPs and the GP on the way back.
Fund Entity Structure Explained
The fund, GP, and management company shown in diagram two.