Governance
Limited Partnership Agreement (LPA)
The constitutional document of a private fund that defines economics, governance, and operational rules.
The LPA governs everything from waterfall calculation and management fee mechanics to investment restrictions, key-person provisions, and amendment thresholds.
LPs should treat the LPA as the source of truth, with side letters as overlays. Both must be parsed, indexed, and tied to monitorable obligations. Keep a redline log of every amendment.