Template

Re-Up Decision Memo Template

A focused memo for the re-up decision that surfaces what changed since the last commitment.

What this template is for

Re-ups are not first-time decisions and should not be written as if they were. This template focuses on the delta: what changed since the last commitment, what we predicted, what the team learned, and whether the manager still deserves the same role in the portfolio.

When LP teams use it

Re-up evaluation for an existing manager
Strategic decision to skip a vintage
Re-sizing a re-up commitment
Re-up after a difficult vintage or team event
Re-up after a fund size increase, strategy shift, or key-person event

The template

Header

Manager name
Fund name and new vintage
Previous commitment(s) by vintage and amount
Recommended re-up size
Recommended status: re-up / re-up smaller / re-up larger / defer / skip / exit
Lead analyst
Reviewing partner or senior approver
IC meeting date
Expected close date
Capacity deadline, if applicable

Prior commitment record

Prior fund commitment amount
Original recommendation summary
Original underwriting thesis
Original concerns or risk factors
Original conditions to close
Original dissenting views, if any
Expected role of the manager in the portfolio
Expected re-up path at the time of prior commitment
Link to prior IC memo and decision journal

Delta since last memo

Team changes: hires, departures, promotions, carry shifts
Strategy changes: geography, sector, deal size, ownership, or portfolio construction
Terms changes vs. prior fund
Fund size change vs. prior vintage
Process changes: sourcing, diligence, ODD, value creation, exits
Firm-level changes: ownership, new products, succession, economics
Market environment changes affecting the strategy
Any change in how the GP describes its edge
What changed most materially since the last commitment

Performance review

How prior fund(s) performed vs. expectation
Attribution: was the return from the thesis we underwrote?
Loss ratio and concentration outcomes
Realization and DPI progress
Unrealized marks and valuation support
Performance vs. peer set or relevant benchmark
Performance dispersion across deals
How the GP behaved through stress
Evidence of repeatability or one-off outcomes
What we got right or wrong in the original underwriting

Signal accumulated

Reference call refresh
LPAC observations relevant to the re-up
Manager meeting signal trends
Quarterly letter signal trends
Annual meeting observations
Off-list LP feedback
Portfolio company or former employee feedback, if applicable
Anything off-script the GP has said
Any change in responsiveness, transparency, or reporting quality
Positive signals accumulated since the last commitment
Negative signals accumulated since the last commitment

Our prior reasoning

What we said would make us not re-up, and whether it happened
What conditions we attached and whether they were met
What dissenting views were on the original memo, and how they aged
What concerns proved overstated
What concerns proved accurate
What new concerns emerged that were not in the original memo
What we would write differently if making the prior decision today
Did the manager do what we expected them to do?

Portfolio fit and sizing

Current role of this manager in the portfolio
Existing exposure to the GP across funds, co-investments, or related strategies
Strategy-level exposure context
Vintage-year exposure context
Liquidity and unfunded commitment implications
Concentration or overlap concerns
Recommended commitment size vs. prior commitment size
Reason for increasing, maintaining, reducing, or skipping
What the portfolio loses if we pass
What the portfolio risks if we re-up
Capacity constraint or allocation pressure, if any

Terms and obligations comparison

Management fee change vs. prior fund
Carry, hurdle, catch-up, and waterfall changes
GP commitment change
Fund term, extension, and recycling changes
Key-person, removal, and suspension rights changes
Side letter terms compared to prior vintage
MFN, co-invest, reporting, fee, or governance rights requested
Any terms that deviate from market
Outstanding legal, tax, or policy issues
Required side letter asks before close

Recommendation and conditions

One-paragraph re-up recommendation
Recommended commitment amount and rationale
Recommendation status: approve / approve with conditions / defer / skip / exit
Conditions to close
Open diligence items before final commitment
What would change this recommendation between now and close
Follow-up review timing
Who needs to approve final sizing
Any required consultant, legal, tax, or board review

Pass or reduced-commitment rationale, if applicable

Primary reason for passing or reducing commitment
Is this a manager-specific issue or portfolio construction issue?
Would we revisit on the next fund?
What would need to change for us to re-engage?
Should the relationship remain active?
Should we monitor, pause, or fully exit the relationship?
How should the pass or reduction be communicated to the GP?
Internal notes for next vintage

Final decision record

IC decision
Final approved commitment amount
Any change from the recommendation and why
Vote record, if applicable
Dissenting or abstaining views
Conditions approved by IC
Follow-up owner
Date final decision was recorded
Next review date
Link to final IC memo, side letter tracker, and diligence record

Common mistakes

Writing a fresh diligence memo instead of a delta memo
Skipping the 'what we said would make us not re-up' check
Treating familiarity as confirmation
Failing to capture how the original dissenting views aged
Not surfacing what changed in terms vs. the prior fund
Ignoring fund size growth or strategy drift because the relationship is familiar
Failing to explain why the re-up size changed
Removing pass decisions from the record instead of preserving them for the next vintage
Treating a re-up as automatic because the prior fund is still marked well
Not documenting what would make the team reverse the recommendation before close

How Allocator Desk manages this in a live system

Generates a delta report since the last IC discussion on this manager
Surfaces the original thesis, conditions, dissent, and signal snapshot from the prior commitment
Compares team, strategy, fund size, terms, obligations, and side letter asks across vintages
Connects quarterly monitoring, reference calls, LPAC notes, meeting notes, and prior IC memos into the re-up record
Tracks whether prior concerns improved, worsened, or remained unresolved
Preserves reduced-commitment and pass rationale so the team does not restart from zero next vintage
Links the final re-up decision into the firm's searchable decision journal