Key Person Provision

Private Equity Glossary

An LPA provision suspending the investment period if specified senior partners (the 'key persons,' typically 2-5 founding/senior investment professionals) leave the firm or cease to devote required time to the fund. If triggered, LPs typically have a defined window (90-180 days) to vote to continue or terminate the investment period — providing an off-ramp from a fund where the senior talent that LPs underwrote has departed. The key-person clause is a defining LP protection and a critical fundraising consideration: a key-person event during fundraising can derail a successor-fund process.

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