Limited Partnership Agreement (LPA)

Private Equity Glossary

The bespoke contract governing the closed-end PE fund's life — defining commitment period (typ. 5-6 years), fund term (typ. 10 years + two 1-year GP extensions), management fee schedule, carry waterfall, hurdle rate, GP commit, key-person clause, no-fault and for-cause removal rights, LPAC composition and authority, MFN provisions, investment restrictions (e.g., 15-20% single-deal cap), and clawback mechanics. Material amendments typically require 66.7% or 75% LP consent. The LPA plus side letters together define the LP-GP economic relationship.

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