The GP has full control over investment decisions, portfolio management, fund operations, etc. while LPs remain passive investors, relying on the GP to execute the strategy. Based on the LPA, how can LPs hold the GP accountable for poor performance or misconduct that is not related to a Conflict of Interest?
It depends on how the LPA is written. Some LPA's may allow LPs some rights, but in general, that's not the case because LPs get a lot of protections due to the passive nature of the structure. Typically, LPs can force the fund into Limited Operations mode, but not for poor performance.