LPA Governance & Controls
12 clauses monitored · 8 active · 1 under watch
8% IRR hurdle with 100% GP catch-up to 20% of total profits. Compounded annually.
GP obligated to return excess carry at fund liquidation. Net of taxes already paid (tax giveback).
30% of all carry distributions held in escrow. Released on 3-year rolling basis after fund liquidation.
Hartwell + Chen designated key persons. If either departs, investment period suspended pending LPAC vote.
Supermajority LP vote (75%+) can remove GP for fraud, felony, or gross negligence. Carry forfeiture on cause.
80%+ LP vote. GP retains carry on existing investments. New GP for uninvested capital.
Sale of >50% GP platform stake requires LPAC notification. Key person provisions apply if principals change.
5-member LPAC: CalPERS (chair), Yale, ADIA, Hamilton Lane, Ontario Teachers. Quarterly meetings.
LP interests transferable with GP consent (not to be unreasonably withheld). GP interests non-transferable.
All side letters cataloged. MFN provision: material economic terms extended to qualifying LPs on request.
Independent valuation by Duff & Phelps annually. Internal marks quarterly reviewed by valuation committee.
Standardized API worksheet provided with K-1s. Holding period tracking per investment for all carry recipients.
Critical items for GP platform transactions, GP stake sales, and change-of-control events.