Reciprocal Venture Management LLC

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Reciprocal Venture Management LLC
CRD #288520
SEC #801-126800
CIK #
AUM 196.9 M (2026-03-27)
Employees 5 (60% Investors, 0% Brokers)
Fees
Minimum
Phone347-829-4951
Address24 West 25th Street, Fifth Floor
New York, NY 10010
Source [IAPD] [Website] [Twitter] [LinkedIn]
Total AUM ($M)
2502001501005002010201520212027
Fees and Compensation — Form ADV Part 2A (3/27/2026) [Brochure]
Item 5: Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding fund
offering documents. A brief summary of such fees is provided below.

Management Fee

Our Funds pay us a management fee calculated at the annual rate equal to 2.5% of the Funds’
committed capital (the “Management Fee”) until the earlier of (i) the end of the sixth
anniversary of the Fund’s initial contribution date or (ii) the first capital call for a successor
fund (the “Step-down Date”). Beginning with the Step-down Date, the annual management
fee shall be reduced by 10% per year, but shall not be reduced below 1.50%.

The management fee shall be payable in equal quarterly instalments in cash in advance, with
the management fee for any partial quarter prorated based on the number of business days
in such fiscal quarter; provided, however, that the management fee with respect to any
quarter or partial quarter commencing prior to or on the initial contribution date that is
attributable to General Partners and Limited Partners (collectively, the “Partners”) , other
than ERISA Partners, shall be payable on the initial contribution date, and the portion of the
management fee with respect to any such quarter or partial quarter that is attributable to
ERISA Partners1 shall be payable immediately following the date of the first investment.

In our sole discretion, we may waive or modify the Management Fee for Investors that are
members, employees or affiliates of the specific General Partner or the Advisor, relatives of
such persons and for certain large or strategic investors.

Special Purpose Vehicles

The Firm does not charge management fees to the Special Purpose Vehicles (“SPVs”) it
manages. The SPVs are not subject to any ongoing management fee obligations.

The SPVs may incur organizational, operational, or investment-related expenses in connection
with their activities. At the present time, the Firm advances and covers all such expenses on
behalf of the SPVs. The fees and expense allocations are disclosed in the SPVs governing
documents.

Other Types of Fees or Expenses

We are authorized to incur and pay in the name and on behalf of our Clients all expenses
which we deem necessary or advisable.

   ERISA Partners refers to (a) The General Partner, on behalf of the Partnership, shall use its reasonable
best efforts to ensure that the Partnership qualifies as a “venture capital operating company” and that
none of the assets of the Partnership shall be deemed to be “plan assets” (within the meaning of the
DOL Regulation) of any Limited Partner that is (i) an “employee benefit plan” subject to Part 4 of Subtitle
B of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) an entity all or part of
whose underlying assets are considered “plan assets” of a plan described in the preceding clause (i) or
(ii), and that has indicated such status on its Investor Questionnaire (an “ERISA Partner”). As used in the
remainder of this Section 10.18, all terms in quotation marks have the meanings assigned to them in
Section 3(42) of ERISA or the DOL Regulation, unless otherwise provided.

We are responsible for and shall pay, or cause to be paid, all of our own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, our personnel.

The Funds bear and shall be responsible all expenses incident to the organization and
syndication of the Funds, the General Partner, the Management Company and related entities
(not to exceed $500,000). The management fee shall be reduced on a dollar-for-dollar basis
by any such organizational expenses in excess of $500,000 that are borne by the Funds. The
Funds shall also bear all costs incurred in connection with operation of its businesses, including
those costs associated with holding or sale of securities; reasonable travel expenses
associated with the Funds’ investment activities, all financial reporting, legal, audit, custodial,
registration, financial, administrative, accounting and investment banking fees, including
such services in connection with the purchase and sale of investments (whether or not
consummated); insurance premiums; fees for consulting services related to portfolio
investments and prospective portfolio investments (whether or not consummated); the cost
of the Funds’ meetings; fees and expenses of members of the Advisory Committee; expenses
of litigation involving the Funds; and any extraordinary expenses of the Funds.

In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata
basis with respect to the size of such Investor’s capital account(s) or with respect to the
relative net asset value of the shares held by such Investor, as applicable.

To the extent that expenses to be borne by the Funds are paid by us, the Funds will reimburse
us for such expenses. We may waive any such reimbursement with respect to any Fund
expenses. Any waiver by us for reimbursement of any Fund expenses shall not serve as a
waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates.

Neither we nor our managing partners nor our employees accept compensation, including
sales charges or service fees, from any person for the sale of securities or other investment
products.
Account Minimums and Types of Clients — Form ADV Part 2A (3/27/2026) [Brochure]
Item 7: Types of Clients

Our clients are the Funds, as described in Item 4 above, and their Investors are generally,
among others, financial institutions, funds of funds, pension plans, endowments, high net-
worth individuals, financially sophisticated individuals, and other sophisticated investors.

Item 8: Method of Analysis, Investment Strategies, and Risk of Loss

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients,
and investment strategies pursued, and investments made by us on behalf of our Clients,
should not be understood to limit in any way our investment activities. We may offer any
advisory services, engage in any investment strategy and make any investment, including any
not described in this Brochure, that we consider appropriate, subject to each Client’s
investment objectives and guidelines as set forth in its fund offering documents. The
investment strategies we pursue are speculative and entail substantial risks. Investors should
be prepared to bear a substantial loss of capital. There can be no assurance that the
investment objectives of any Client will be achieved.

Investment Objectives

Reciprocal Ventures I, L.P.

The Fund seeks to invest primarily in financial technology companies and other venture capital
investments.

Reciprocal Ventures II, L.P. and Reciprocal Ventures III, L.P.

These Funds seek to invest primarily in private early stage Blockchain and financial technology
companies, various digital assets including but not limited to, digital currencies,
cryptocurrencies, decentralized application tokens and protocol tokens, blockchain-based
assets, crypto assets, other cryptofinance and network-based digital assets that currently
exist, or may exist in the future, (collectively, “Digital Assets”), and other venture capital
investments.

RV PLCR SPV, LLC.

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long-term capital appreciation. The Fund invests in the equity of Placer.ai,
a private location data analytics company.

RV XTND SPV, LLC

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long-term capital appreciation. The Fund invests in the equity of Extend, a
virtual credit card company.

RVCF1, LLC

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long-term capital appreciation. The Fund invests in the digital asset called
GRT, the utility token that powers The Graph network.

RVCF2, LLC

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long-term capital appreciation. The Fund invest in the digital asset called

GRT, the utility token that powers The Graph network. This Fund participates in a private,
discounted token sale with a 2-year lockup.

RV III BNCE, LP

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long term capital appreciation. The Fund invest in the common stock of CEA
Industries Inc. (ticker “BNC”), a digital asset treasury vehicle designed to provide institutional-
grade exposure to BNB (Binance Coin).

RV CFLW, LP

This Fund is organized to provide a limited number of select investors with an opportunity to
realize substantial long-term capital appreciation. The Fund invest in the preferred shares of
Coinflow Labs Limited, a next generation payments company.

Risk of Loss Factors

The following risk factors do not purport to be a complete list or explanation of the risks
involved in an investment in the clients advised by us. These risk factors include only those
risks we believe to be material, significant or unusual and relate to particular significant
investment strategies or methods of analysis employed by us.

An investment in the Funds involves a high degree of risk, and is suitable only for investors of
substantial means who have no immediate need for liquidity of the amount invested and who
can afford a risk of loss of all or a substantial part of such investment. There can be no
assurance that the Funds’ investment objectives will be achieved or that the limited partners
that invest in the Fund (the “Limited Partners”) will receive a return of their capital. Investors
may be subject to a number of risks, only some of which are set forth below. Such risks include,
but are not limited to, those discussed below. In addition to the other information contained
in this document, each prospective investor should consult with his, her or its personal legal,
tax and financial advisers and carefully consider and evaluate the risks before executing any
subscription documents or signature pages with respect to an investment in the Funds.

General Risks

Reliance on the General Partner and Management Company

The Limited Partners will not have a right or power to participate in the management of the
Funds. Accordingly, no investor should purchase any interests in the Funds unless it is willing
to entrust all aspects of management of the Funds to the General Partner, the Managing
Member (defined below) and the Management Company. The General Partner will generally
have sole and absolute discretion in structuring, negotiating and purchasing, financing and
eventually divesting investments on behalf of the Funds (subject to specified exceptions). The
success of the Funds will depend on the ability of the investment team to identify suitable
investments, to negotiate and arrange the closing of appropriate transactions and to arrange
the timely disposition of portfolio investments. The Limited Partners will not receive detailed
financial information issued by portfolio companies in which the Funds invests, which will be
available to the Funds.

Reliance on the Managing Member

The Managing Member is the sole managing member of the General Partner. If for any reason
...
Type Form D Funds Date Sold AUM
VC RV CFLW LP [2026-03-27] 0.8 M 0.8 M
Offered $800,000 · Filed 2025-08-15 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Duration One year or less · Net Assets Decline to Disclose
VC RV III BNCE LP [2026-03-27] 4.1 M 1.3 M
Offered $4,105,000 · Filed 2025-08-07 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Duration One year or less · Net Assets Decline to Disclose
VC Reciprocal Ventures III LP [2025-03-27] 50.5 M
Offered $100,000,000 · Filed 2025-01-02 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining $100,000,000 · Duration One year or less · Net Assets Not Applicable
Other RVCF2 LLC 2022-09-29 0.2 M
Other RVCF1 LLC [2022-03-29] 22.4 M 1.1 M
Offered $22,445,000 · Filed 2021-08-06 (D) · Exemption 506(b), 3(c), 3(c)(1) · Duration One year or less · Revenue Not Applicable
VC RV PLCR SPV LLC 2022-03-29 1.6 M
VC RV XTND SPV LLC 2022-03-29 0.4 M
VC Reciprocal Ventures II LP [2021-03-29] 68.5 M 100.0 M
Offered $68,550,000 · Filed 2021-12-13 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Duration More than one year · Revenue Not Applicable
VC Monte Bello A Series of Reciprocal Ventures Opportunity Fund LP [2020-03-24] 1.4 M 0.8 M
Offered $1,414,000 · Filed 2019-07-25 (D) · Exemption 506(b), 3(c)(1) · Minimum $25,000 · Duration One year or less · Net Assets Decline to Disclose
VC Reciprocal Ventures I LP [2017-05-11] 25.0 M 40.9 M
Offered $60,000,000 · Filed 2017-08-07 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $35,000,000 · Duration One year or less · Revenue Not Applicable
View All
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 10 196.9
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 10 196.9
By Discretionary
Discretionary 10 196.9
Non-Discretionary 0 0.0
Total 10 196.9
By Non-United States Persons
Non-United States Persons 50.5
United States Persons 146.4
Total 10 196.9
Form D Directors Role # Filings # Firms 2011 - 2026
Richard Thoms Executive Officer 7187 139
Assure Fund Management II Executive Officer 6187 139
Michael Steinberg Executive Officer 16 4
Craig Burel Director 4 2
Reciprocal Ventures III GP LLC Executive Officer 2 2
Reciprocal Ventures SPV GP LLC Executive Officer 2 1
Reciprocal Ventures II GP LLC Executive Officer 1 1
Reciprocal Venture Management LLC Executive Officer 1 1
Firm Profile (Form ADV)
ServesInstitutional
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