# Private Markets Glossary: 40 Terms Angels, Founders and LPs Track

> A plain-English private markets glossary: MOIC, TVPI, DPI, IRR, SAFEs, valuation caps, SPVs, carry, capital calls, K-1s and more, each linked to a free calculator.

URL: https://raziel.co/learn/private-markets-glossary
Author: Jordan Rothstein
Published: 2026-10-29

This **private markets glossary** defines the 40 terms that show up most on angel, SPV and LP statements, in one line each. Every entry links to a free calculator or a longer guide when there is one. Fund metrics follow the [ILPA private-equity glossary](https://ilpa.org/resources-tools/private-equity-101/private-equity-glossary/). Bookmark it, or link to a single term with its anchor, for example `/learn/private-markets-glossary#tvpi`.

## Returns and performance

**MOIC (multiple on invested capital)**

Total value of a position (cash returned plus current value) divided by the cash you put in. 2.0x means every dollar is now worth two. It ignores time. [MOIC calculator](https://raziel.co/tools/moic-calculator) · [MOIC vs IRR](https://raziel.co/learn/moic-vs-irr)

**TVPI (total value to paid-in)**

A fund-level multiple: distributions plus remaining NAV, divided by capital the LP has paid in. TVPI equals DPI plus RVPI. [TVPI and DPI calculator](https://raziel.co/tools/tvpi-dpi-calculator) · [TVPI vs MOIC](https://raziel.co/learn/tvpi-vs-moic)

**DPI (distributions to paid-in)**

Cash and stock actually sent back to LPs, divided by paid-in capital. The realized part of the multiple. [TVPI vs DPI vs RVPI](https://raziel.co/learn/tvpi-vs-dpi-vs-rvpi)

**RVPI (residual value to paid-in)**

The fund's remaining NAV divided by paid-in capital. It moves when the GP re-marks the portfolio, not when cash moves.

**IRR (internal rate of return)**

The annualized discount rate that sets the present value of all cash flows, in and out, to zero. Unlike MOIC, it rewards speed. [IRR calculator](https://raziel.co/tools/irr-calculator)

**XIRR**

IRR for cash flows on irregular dates, which is how angel checks and capital calls actually land. [XIRR calculator](https://raziel.co/tools/xirr-calculator)

**Net IRR vs gross IRR**

Gross IRR is measured on the investments themselves; net IRR is what LPs earn after management fees, expenses and carry. [Net IRR vs gross IRR](https://raziel.co/learn/net-irr-vs-gross-irr)

**CAGR (compound annual growth rate)**

The steady yearly rate that turns a starting value into an ending value. Good for a single buy and hold; use IRR when there are multiple cash flows. [CAGR calculator](https://raziel.co/tools/cagr-calculator)

**Realized vs unrealized value**

Realized value is cash or stock you have received from an exit or distribution. Unrealized value is the current mark on what you still hold.

**Mark (and re-mark)**

The value assigned to a private holding at a point in time, often reset by a new priced round or the GP's quarterly valuation. [How to log a markup after a round](https://raziel.co/learn/how-to-log-a-startup-markup-after-a-funding-round)

**Cost basis**

What you paid for a position, including fees you capitalize. MOIC and gains are measured against it. [NAV vs cost basis](https://raziel.co/learn/nav-vs-cost-basis-tracking)

## Startups, SAFEs and rounds

**SAFE (simple agreement for future equity)**

A contract that converts an investment into shares at a later priced round, with no interest or maturity date. [SAFE conversion calculator](https://raziel.co/tools/safe-conversion-calculator) · [SAFE conversion tracking](https://raziel.co/learn/safe-conversion-tracking)

**Valuation cap**

The maximum valuation at which a SAFE or note converts. If the next round prices higher, the holder converts as if it were at the cap. [Valuation caps and discounts](https://raziel.co/learn/safe-notes-valuation-caps-discounts)

**Discount rate (on a SAFE or note)**

A percentage off the next round's price per share, for example 20%. When a SAFE has both a cap and a discount, the holder usually gets whichever price is lower.

**Post-money vs pre-money SAFE**

A post-money SAFE fixes the holder's ownership as a share of the company including all SAFEs; a pre-money SAFE lets later SAFEs dilute earlier ones. [Post-money vs pre-money SAFEs](https://raziel.co/learn/post-money-vs-pre-money-safe-tracking)

**MFN (most favored nation) clause**

Lets an early SAFE or note holder adopt better terms that the company gives later investors before the round converts.

**Convertible note**

Debt that converts into equity at a later round, usually with interest, a maturity date, a cap and a discount. [Convertible note calculator](https://raziel.co/tools/convertible-note-calculator) · [Notes vs SAFEs](https://raziel.co/learn/convertible-notes-vs-safes-startup-investment)

**Pre-money and post-money valuation**

Pre-money is the company's value before new cash; post-money is pre-money plus the new investment. [Startup valuation calculator](https://raziel.co/tools/startup-valuation-calculator)

**Dilution**

The drop in your ownership percentage when the company issues new shares. [Dilution calculator](https://raziel.co/tools/dilution-calculator)

**Option pool**

Shares reserved for employee equity. A pool created or enlarged before a round dilutes existing holders, not the new investors. [Option pool calculator](https://raziel.co/tools/option-pool-calculator)

**Pro rata rights**

The right to invest in later rounds to keep your ownership percentage. [Pro rata calculator](https://raziel.co/tools/pro-rata-calculator) · [Pro rata rights tracking](https://raziel.co/learn/pro-rata-rights-tracking)

**Liquidation preference**

The amount preferred shareholders get back before common holders in a sale, often 1x their investment, participating or not. [Liquidation preference calculator](https://raziel.co/tools/liquidation-preference-calculator)

**Cap table**

The ledger of who owns what: shares, options, SAFEs and notes. Founders keep one; investors track their own slice of many. [Cap table vs portfolio tracker](https://raziel.co/learn/cap-table-vs-portfolio-tracker)

**409A valuation**

An independent appraisal of a private company's common stock, used to set option strike prices. It is usually below the preferred price investors pay. [409A vs preferred price](https://raziel.co/learn/409a-vs-preferred-price)

**83(b) election**

An IRS filing, due within 30 days of a grant of restricted stock, that taxes the stock at its value on the grant date instead of as it vests. [83(b) election tracking](https://raziel.co/learn/83b-election-tracking)

**QSBS (qualified small business stock)**

Stock that can qualify for a federal gain exclusion under Section 1202 if holding period and other requirements are met. The rules depend on when the stock was issued. [QSBS calculator](https://raziel.co/tools/qsbs-calculator) · [QSBS holding period](https://raziel.co/learn/qsbs-holding-period-tracker)

## Funds, SPVs and LP terms

**SPV (special purpose vehicle)**

A single-purpose entity, often an LLC or LP, that pools several investors into one deal and one line on the company's cap table. [SPV vs fund vs direct](https://raziel.co/learn/spv-vs-fund-vs-direct-tracking)

**Syndicate**

A lead investor who brings deals to a group of backers, usually through an SPV per deal. [Syndicate SPV tracking](https://raziel.co/learn/syndicate-spv-tracking)

**GP and LP**

The general partner manages the fund or SPV and makes the decisions; limited partners supply capital and have limited liability.

**Commitment**

The total an LP agrees to invest in a fund over its life. It is drawn down over time, not paid on day one.

**Capital call**

A notice from the GP asking LPs to wire part of their commitment. [Capital call tracking](https://raziel.co/learn/capital-call-tracking-guide) · [How to log an SPV capital call](https://raziel.co/learn/how-to-log-an-spv-capital-call)

**Paid-in capital**

The part of a commitment an LP has actually transferred so far. It is the denominator for TVPI, DPI and RVPI.

**NAV (net asset value)**

The fund's or SPV's assets at their current marks, minus liabilities. An LP's share of NAV is the unrealized part of their position.

**Management fee**

An annual fee to the GP, often a percentage of commitments during the investment period and of invested capital after. [Fee and carry tracking](https://raziel.co/learn/lp-fee-and-carry-tracking)

**Carried interest (carry)**

The GP's share of profits, commonly 20%, paid after LPs get their capital back and any preferred return. [Carried interest calculator](https://raziel.co/tools/carried-interest-calculator)

**Preferred return (hurdle)**

A minimum annual return, often 8%, that LPs receive before the GP earns carry. [Preferred return tracking](https://raziel.co/learn/preferred-return-hurdle-tracking)

**Distribution waterfall**

The order in which fund proceeds are paid: return of capital, preferred return, GP catch-up, then the carry split. [Waterfall tracking](https://raziel.co/learn/pe-waterfall-tracking)

**Clawback**

A provision requiring the GP to return carry it was paid early if later results fall short. [Clawback tracking](https://raziel.co/learn/carried-interest-clawback-tracking)

**Schedule K-1**

The tax form a partnership, such as a fund or SPV, sends each partner to report their share of income, gains and losses. [K-1 tracking](https://raziel.co/learn/k-1-alternative-investments-tracking)

**Secondary sale**

Selling an existing stake in a private company or fund to another buyer before an exit. [Secondary sale calculator](https://raziel.co/tools/secondary-sale-calculator)

## Tracking it all in one place

These terms are spread across PDFs, portals and spreadsheets for most investors. [Raziel](https://raziel.co/) keeps startups, SAFEs, SPVs, funds and entities in one portfolio and computes MOIC, IRR and TVPI from the cash flows you log. For more worked examples, browse the [free tools](https://raziel.co/tools) or the rest of [Learn](https://raziel.co/learn).
