You invested in this SPV under terms that promised more than it has delivered so far. That is true, and this page does not ask you to feel differently about it.
What went wrong, in one sentence: the structure you invested in was built to run accelerator programmes, and that is what it was organised, staffed and funded for; nobody was ever set up to harvest a portfolio of minority stakes over a period of ten years. The companies were real, the stakes are real, and the work of turning them into cash was simply never anyone's job. The people writing this page took over the management last year; we did not design that structure, but we are the ones left with it, and this page is about what we propose to do with it.
The arrangement you have today ends on 31 December 2026. The team that manages the SPVs is paid through a bridge loan that matures on that date. After it, nobody is paid to do the work: not because we choose to leave, but because the SPV has no cash to pay anyone, and never had. (Where an SPV already holds proceeds from a completed exit, that money is not the cash referred to here: it belongs to that SPV's certificate holders, and will be distributed by the new boards once they are officially in office.) Voting against the change does not keep the current manager at the current terms. It keeps the current contract and removes the manager. We call that admin mode: the SPV exists, the hurdle and the current A/B split stay on paper, and nobody chases the companies, takes part in rounds, enforces your rights or negotiates exits.
So the vote is not "change or stay". It is between two futures: admin mode under the old terms, or active management under new terms where the manager earns nothing unless you are paid, and takes 25% of each exit from the first euro. That 25% replaces the profit right of the A shares above the hurdle; it does not come on top of it.
Then the new terms cost you nothing: 25% of nothing is nothing, and there is no fee. The only thing you give up is a quarter of an upside you believe does not exist. The only thing you gain is someone whose income depends on proving you wrong.
Two protections are in the proposal and cost nothing: no carry on proceeds already realised (any exit completed before the vote is distributed under the old terms, so the new rules apply to new money only), and reversion to the old terms, per SPV, if the work is not done: if 36 months after the new terms take effect your SPV has had no distribution and the manager has taken no action on its behalf (no exit process started, no follow-on or rights exercised, no board or shareholder step taken), the old terms are restored for that SPV. The manager bets his own deal, SPV by SPV, on doing the work. Three further points are fixed in the proposal: the 25% is calculated on net proceeds after transaction costs; any recovery from the estate of A-ccelerator B.V. is excluded from carry; and the new terms only take effect once the manager's financing has closed, so if that financing does not come together, nothing changes. There is no management fee and no retainer: a fee does not fit how you invested, and there is no cash to pay one. We also did not add a hurdle or a large holdback of carry, and we want to be open about why: the team's three years of work are funded by outside backers who are paid from the same carry, and every euro of carry we put at risk is a euro they will not fund. A hurdle that makes the manager impossible to finance is admin mode by another route. Instead, every certificate holder is invited to back the fund on the same terms as outside investors, so that the carry you give up is one you can also share in. Those terms will be shared with you before the vote.
The rest of this page is for the people who want to check. You do not need it to decide; it is here so you don't have to take our word for it.
The model below compares what you receive under the old terms in admin mode (hurdle first, then the current split, on a portfolio that loses value over the holding period) against the proposed no-hurdle split with active management on the full proceeds. Everything is per €1 paid in.
The question this page answers is simple: at what outcome are you, as an investor, better off under the proposed 75/25 split without hurdle than under the current waterfall? The answer depends on one thing you have to decide for yourself: how much value you think the portfolio loses if nobody actively manages it. The model lets you test your own assumption.
Some certificate holders have proposed a middle way, which we call option C: keep the hurdle, and apply the 75/25 split only above it. A second group has proposed a variant of option C: a smaller share for the manager from the first euro (for example 10%) until investors have their capital back, and 25% above that. Both are forms of the same idea, and the slider "Manager share below the hurdle" moves between them: at 0% it is option C, at 10% it is the variant. Against the 75/25-from-euro-one proposal (option B), these options look better for investors at every outcome, and on paper they are. The case against them is not in the investor charts. It is here: a manager has to be paid while doing the work, not only if the work succeeds. Option C pays nothing until the hurdle is passed; the variant pays something, and the question is whether it pays enough. Set what you think the work costs and see what each arrangement actually pays for it, after the share that goes to the backers who fund the work in the meantime.
The first chart shows what the manager earns at every possible outcome under the current deal, option C or its variant (hurdle kept; the chosen share below it, 25% above it) and option B (25% from euro one), against the red line of what the work costs. Where a line is below red, the manager has worked for less than it cost. The shaded zone on the left is where option C pays nothing at all; with a share below the hurdle the zone disappears and the question becomes whether that share covers the cost.
The second chart adds time. It shows the manager's cumulative position year by year: carry received so far, minus the cost of the work so far. A line below zero means the manager is working at a loss at that point. Under B the position recovers as each exit lands; under C it keeps falling until investors have received the full hurdle, and only turns if and when the hurdle is passed.
Admin mode: r·M is distributed, investors take all of it up to the hurdle H, then sold of the rest. Proposed: snew·M. With r = 1 − leakage, the break-even above the hurdle is M* = H·(1 − sold) / (snew − r·sold); if snew ≥ r the proposed deal is at least as good at every multiple.
The sentence at the top of the model is the answer for your settings. The first chart shows what you receive per euro invested, for every possible outcome, under both arrangements: where the green line is above the brown one, the proposal pays you more. The second chart shows the break-even for every leakage belief at once, so you can see how sensitive the answer is to your assumption. The table gives the same numbers at a few fixed outcomes.
If you believe there is no leakage at all, the current waterfall is better for you unless the SPV returns more than about 5x your money. If you believe 10% is lost without active management, the proposal is better above roughly 2.4x. At 15% it is better above about 1.9x. At 25% or more, the proposal is never worse for you at any outcome: the hurdle protects you against a manager taking money, but it cannot protect you against money that is never realised.
So the decision comes down to this: do you believe active management preserves more than 15–25% of the value that would otherwise leak away? If yes, 75/25 without hurdle is the better deal for you. If no, the old terms in admin mode are. The model does not tell you which to believe; it tells you what each belief implies. One more thing it shows: if you believe the portfolio is worth nothing, the two futures pay you the same, and the only difference is whether anyone is still trying.
Option C looks like a free option: the hurdle stays, and you give up less. But a hurdle only has value if someone is there to earn above it, and the section "What the manager can expect" below shows what option C actually offers that person: nothing until the hurdle is passed, and a share of the upside only after years of work that had to be paid for out of nothing. For an SPV whose most likely outcome is near or below the hurdle, option C is a promise to pay a manager who, at that price, will not exist — which puts the SPV in admin mode, the brown line, with whatever leakage you believe in. The real choice is therefore between B and the brown line, not between B and C.
The variant with a share below the hurdle (for example 10% from the first euro, 25% above) takes that objection seriously: it pays the manager while the work is being done. Whether it pays enough is a matter of arithmetic, not principle, and the manager section lets you test it: set the share, the cost of the work and the outcome you expect, and see whether the manager's position ever turns positive. If it does for your SPV, the variant is a real alternative to B; if it does not, it is option C with a smaller unpaid zone.
Figures above assume a 1.0x hurdle and a 69/31 split. For an SPV with a 1.08x hurdle they become about 5.6x, 2.6x and 2.0x; the "never worse" point stays at 25% leakage.