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If by "template for an agreement among GPs" this question is asking about an agreement by and between the fund's managers, this is typically the operating agreement for the management company of the firm. In the standard Decile structure...

If by "template for an agreement among GPs" this question is asking about an agreement by and between the fund's managers, this is typically the operating agreement for the management company of the firm. In the standard Decile structure, this would be the Alignment Agreement, which we do have a template for. 

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

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 Limit...

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. 

From the latest published version of the Cornerstone LPA (version 3.0), "Excess Amount" is calculated as follows, depending on the Carried Interest % designated for the fund, cumulative amounts of said Carried Interest actually received ...

From the latest published version of the Cornerstone LPA (version 3.0), "Excess Amount" is calculated as follows, depending on the Carried Interest % designated for the fund, cumulative amounts of said Carried Interest actually received by the General Partner, etc. "...General Partner has received cumulative distributions of Carried Interest in respect of a Limited Partner that exceed the amount of distributions of Carried Interest that General Partner should have received  with respect to such Limited Partner (such excess amount, the “Excess Amount”)..." A Clawback is an extremely rare event, though it's slightly more possible under an American waterfall. Repayments and any applicable due dates are not specified in the Cornerstone LPA (as many things are not) to avoid having a 200 page LPA - it is anticipated that the fund managers and limited partners will work together in good faith. 

This report is used by Fund Accounting every January to identify which of your vendors should receive a 1099. In order to be be required to send 1099s, the Fund/ManCo would need to be domiciled in the US, and only US-based LLCs and law f...

This report is used by Fund Accounting every January to identify which of your vendors should receive a 1099. In order to be be required to send 1099s, the Fund/ManCo would need to be domiciled in the US, and only US-based LLCs and law firms receive 1099s. 

No. An RUV is considered a non-qualified investment, just like any other SPV. In addition, it will delay your taxes and because you're not on the cap-table, you will struggle to get the information required to realize markups and manage ...

No. An RUV is considered a non-qualified investment, just like any other SPV. In addition, it will delay your taxes and because you're not on the cap-table, you will struggle to get the information required to realize markups and manage distributions. 

No. The Cornerstone LPA has not yet been localized for the Netherlands. You will need hire local counsel to draft the various agreements necessary.

No. The Cornerstone LPA has not yet been localized for the Netherlands. You will need hire local counsel to draft the various agreements necessary.

Side letters are still common and allowed by the SEC rules. Ethical managers typically disclose these side-letters because the terms can often affect the performance of the fund.

Side letters are still common and allowed by the SEC rules. Ethical managers typically disclose these side-letters because the terms can often affect the performance of the fund.

The criteria for determining when a portfolio company qualifies for a follow-on investment typically depend on the fund's size, strategy, and the growth trajectory of the company. Factors include the potential for future rounds, market c...

The criteria for determining when a portfolio company qualifies for a follow-on investment typically depend on the fund's size, strategy, and the growth trajectory of the company. Factors include the potential for future rounds, market conditions, and the need to support companies through critical milestones. Approval from the Limited Partner Advisory Committee (LPAC) may be required, especially if there's a conflict of interest, such as when the company was an angel investment of the general partner.

Every transaction that is recorded in the system needs to have supporting documentation, such as a legal agreement. Firms may also use an external auditor to further verify the date. However most small funds in Delaware often don't do an...

Every transaction that is recorded in the system needs to have supporting documentation, such as a legal agreement. Firms may also use an external auditor to further verify the date. However most small funds in Delaware often don't do an audit because: 1. The reports generated by the Decile Partners back office team are audit ready via numerous checks and balances 2. audits create a drag on metrics and 3. audits can create a significant opportunity costs for funds under $25m.

Below are the options for managing a defaulting LP: Option 1: The cleanest and best option is for you have the defaulting LPs sell their position other buyers. To ‘replace’ LPs - new LPs need to buy the entire position from the defaulti...

Below are the options for managing a defaulting LP: Option 1: The cleanest and best option is for you have the defaulting LPs sell their position other buyers. To ‘replace’ LPs - new LPs need to buy the entire position from the defaulting LPs. Here is how it works: 1. You introduce them (defaulting LP 1) to a buyer (LP 2), or they find a potential buyer 2. LP 1 & LP2 agree on a price (i.e. I’ll give you $15k for the $25k capital call that you made and I’ll take over the capital calls) 3. They notify you for approval 4. You notify us and we’ll handle the transfer. Important: new LPs must buy the entire position of the default LP. So, if the defaulting LP signed an LPA for $100k, the new LP needs to buy the entire $100k position (not more, not less) Option 2: Adjust capital account balance. This would effectively reduce the fund size without lowering the total Management Fees. Under this scenario, you re-adjust their contribution as if they committed less capital and there fore you get less fees. So, if $100k commitment wired $50k so far and can’t make any more capital calls - they are now a $50k LP and the fund gets $10k in management fees (20% of the new comittment) vs $20k if the LP continues making their capital calls to reach $100k. Option 3 (last resort): Invoke Default Provision in the LPA. For example, the Cornerstone LPA states: (b) if the Limited Partner has made a Capital Contribution, General Partner may sell the defaulting Limited Partner’s Interest for a purchase price equal to 50% of the lesser of (i) the defaulting Limited Partner’s aggregate Capital Contributions, or (ii) the Fair Value of the defaulting Limited Partner’s Interest at the time of default

There is not, generally speaking, a singular set of best practices to evaluate how easily a Limited Partnership Agreement (or indeed any other legal agreement), can be updated to meet the requirements of a newly promulgated policy.  Fac...

There is not, generally speaking, a singular set of best practices to evaluate how easily a Limited Partnership Agreement (or indeed any other legal agreement), can be updated to meet the requirements of a newly promulgated policy.  Factors to take into consideration will depend on: • Jurisdiction of the fund and its entities; • Structure of the fund and its entities; • Statutes governing said entities; • How an LPA is drafted, and whether it allows for flexibility or classically spells out every single contingency; • Factoring in the above, what mechanisms (if any) are baked into an LPA to make substantive (not administrative) changes; • The spirit and text of the newly promulgated regulatory framework (i.e. are there strict requirements that are spelled out?); • Sophistication level of fund managers and limited partners; • And more. Typically a full renegotiation of an LPA is not required though, as the general practice with legal agreements is to apply all of the above only to provisions that may be affected, where possible.  TL:DR - it will be a qualitative evaluation every time, and if there is any best practice, it is to consult experienced regulatory experts - this is not the space in which to attempt DIY or to get "creative".