How to Track Key Person Events as an LP After You Close

How to track key person events as an LP is the status ledger you keep after you already own the fund: named persons, the trigger, whether the commitment period is still live, and whether remaining unfunded is frozen against new calls. It is not remaining capacity on your own interest. Raziel's unfunded commitment tracker is remaining unfunded across LP interests. This page is six fields on the clause you signed: named key persons, trigger (death, departure, or time), status (none, triggered, suspended, or cured), notice date, remaining unfunded freeze, last evidence.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed LPA and the latest notice. Do not paste a model 90 day clock or a principles 180 day clock into the row.

What this ledger is (and is not)

ILPA's Private Equity Glossary: a key person clause provides that if a specified number of key named executives cease to devote a specified amount of time to the Partnership during the commitment period, the manager is prohibited from making further new investments (automatically or if investors so determine) until replacements are appointed, while usually remaining able to complete investments already agreed. That is a definition, not your status. ILPA Principles 3.0 (June 2019) says any significant change in the investment team should allow LPs to reconsider through the key person provisions, and that key persons should be the individuals who will determine investment outcomes, not solely the founders, regardless of title. Those are principles, not the names on your row.

Six columns on one fund row

Open one row per fund after close. Do not collapse two vehicles that share a GP brand. Copy each field from the LPA and the latest notice. If a field is missing, store that it was missing. Principles 3.0: LPs should be notified in a timely manner of any personnel changes, not solely key person, that could impact fund performance, and immediately notified when key person provisions are tripped. A headline team update on a quarterly letter is not status.

• Named key persons. The individuals listed in the agreement you signed. The ILPA Model LPA (whole of fund, July 2020) fills Key Person as each of a blank and any replacement approved by a Majority in Interest following a Key Person Event. Those blanks are template fill-ins. Your names are the ones in your LPA.

• Trigger (death, departure, or time). The event type the LPA tests. Store death, departure (including disability, retirement, or leaving), or time (the time-and-attention test). If the LPA also trips on Change of Control, store that as departure of control.

• Status (none, triggered, suspended, or cured). None if no event. Triggered once the test is met. Suspended once the commitment period is auto-suspended. Cured only if the LPA's waiver or remediation actually landed. If the period later terminated, status is not cured.

• Notice date. The date on the written notice to LPs. Model LPA Section 11.1: the General Partner shall immediately notify each Limited Partner in writing of any Key Person Event. If you have no notice, store that it was missing.

• Remaining unfunded freeze. Whether new investment calls against remaining unfunded are blocked. Copy remaining unfunded dollars from the unfunded-commitment row. Do not zero that figure.

• Last evidence. The date on the LPA clause, side letter, GP notice, LP vote, remediation plan, or capital-call pack you copied.

Copy the named persons and the LPA trigger

Model LPA: Key Person means each of a blank and any replacement approved by a Majority in Interest following a Key Person Event. Footnote 4: formulation to be modified in accordance with the General Partner/Key Person structure. The July 2020 term sheet fills three blanks as deemed Key Persons. Principles 3.0: the clause should not be so broadly drafted that departures of people reasonably believed to be key would not trigger it, and changes to the provision should be approved by majority of interest of LPs. Store the names as printed.

Model LPA Key Person Event means, during the Commitment Period, (i) a blank ceases to devote time and attention for any reason, including death, disability or retirement, as required under Section 9.2 (Time and Attention), or (ii) there is a Change of Control. Section 9.2: prior to the end of the Commitment Period, each Key Person shall devote substantially all business time to the Fund and the other vehicles the agreement lists; after that period, the time necessary to manage the Fund. Principles 3.0 wants that same standard, timely disclosure if it is at risk, and LPs to consider how the clause would operate after the investment period. Change of Control, in the Model LPA, is Key Persons ceasing to control the General Partner and the Fund Manager, or together being entitled to less than a bracketed 75 percent of the Carried Interest. That 75 percent is a template fill-in. Store your threshold, not 75 percent, under trigger as departure of control.

Do not invent the suspension clock

Model LPA Section 11.2: upon a Key Person Event, the Commitment Period shall automatically and immediately be suspended until a Majority in Interest approves in writing a remediation plan or otherwise waives the suspension, generally or for specified Portfolio Investments. Section 11.4: if that approval or waiver does not arrive within a bracketed ninety (90) days of any suspension, the Commitment Period shall automatically and immediately be terminated. Ninety days is a template fill-in. The July 2020 term sheet prints the same bracket. The July 2020 Model LPA Overview calls that window an optional period of time. Principles 3.0's Key Person chapter says automatic suspension should become permanent within 180 days unless a defined super majority of LPs vote to reinstate. The same Principles document, under Changes to the Fund, prints 90 days for that same permanence. ILPA itself prints two clocks. Copy the clock in the LPA you signed. Do not paste 90 or 180 because a model used brackets or a principles chapter used both.

Remaining unfunded freeze is a block on new calls

Remaining unfunded stays the sibling row's figure. The freeze is whether Article 11, or your LPA equivalent, now blocks new drawdowns. Model LPA Section 11.5: while suspended or terminated, no Drawdown Notices without prior written Advisory Committee consent, other than to pay Fund Expenses, complete investments the Fund was legally bound to complete before the event (unless the Advisory Committee approves otherwise, close those within six months of the Key Person Event and notify Limited Partners within ten Business Days), and repay liabilities incurred before the suspension. Principles 3.0: during a key-person suspension the GP should not use fund assets, including recycling or borrowing against uncalled commitments, to make new investments unless the LPA expressly permits it, and should close a deal committed before the event only in consultation with the LPAC. Store freeze versus the carve-outs the notice names. Do not invent a frozen dollar example.

When the ledger holds

The row holds if named key persons are the LPA's, trigger is death or departure or time as the clause tests, status is none or triggered or suspended or cured as the notice states, notice date is a document date or stored as missing, remaining unfunded freeze is a block-plus-carve-out copied next to the sibling remaining-unfunded figure, and last evidence is a document date. It fails when you paste 90 days or 180 days because a model used brackets, when you treat a quarterly team update as a Key Person Event notice, or when you zero remaining unfunded because new deals are frozen. Raziel's alternative-asset dashboard is the investment record those rows can sit on: cash dates, documents, IRR and MOIC, AI ingest of the pack, capital calls, wallets and bank linking. Raziel does not decide whether a key person event tripped and does not give investment advice. Copy the six columns. Leave the LPA test to the agreement and the notice.