Section
Architecture
How the pieces fit — what the documents obligate, and where the resulting records end up.
13 pieces
July 1, 2026
Admitted on One Date, Counted From Another.
A subsequent closing happens when it happens, and is calculated as though it happened at the initial close. Both dates are real, and the fund's books have to carry them at once.
5 min readJune 24, 2026
When a Regulatory Concern Arises, Who Has to Prove It?
Related regulatory concerns reach ILPA's model agreement through separate provisions. Which one is invoked decides whether an opinion is required, who must produce it, what it has to establish, and whose standard it answers to.
7 min readMay 28, 2026
Three Carve-Outs Name a Right. One Names a Circumstance.
Whether a negotiated term reaches the rest of a fund's investors turns, in one of the four exceptions, on why it was granted and to whom it applies — facts Section 20.6.2 does not separately require the notice to identify.
6 min readApril 18, 2026
The SEC Asked Madoff to Verify Madoff.
A fund's reported figures are only as checkable as the independent evidence behind them. In 1992 the SEC had that evidence one request away, and asked Madoff for a copy instead.
6 min readMarch 16, 2026
A Filing Cabinet With a Search Bar.
Email is structured — around messages. A fund's questions are about investors, terms, and which value currently governs, and none of email's standard message fields holds any of that.
6 min readMarch 3, 2026
A Paid Distribution Is Not Always Final.
A few provisions in a fund's own documents can require distributed cash to be returned or called again — each narrow, capped, and triggered by something specific.
7 min readJanuary 8, 2026
Your audit trail knows what happened. It doesn't know why.
Knowing what changed and when is a weaker claim than knowing why.
6 min readDecember 5, 2025
Why does fee billing drift from NAV?
Fee billing and fund accounting run on separate engines. When each keeps its own copy of NAV, agreement on the underlying figure does not keep those copies synchronized.
5 min readOctober 7, 2025
Why evergreen funds never really close.
A closed-end fund is built around a single close. An evergreen fund is built around a valuation that never stops.
5 min readSeptember 17, 2025
Why later closings cost more.
Joining at a later close ends up costing the same as joining at the first, once the catch-up contribution and the interest on it are counted.
5 min readAugust 22, 2025
Capital call notices, explained.
The partnership agreement decides how much an LP owes; the notice just delivers the number.
4 min readAugust 9, 2025
Most-favored-nation clauses, explained.
An MFN clause propagates rights the way its agreement says it does. Where the agreement requires notice and election, the fund must determine eligibility, distribute the covered terms, review elections, and record the resulting rights.
7 min readAugust 2, 2025
Side letters, explained.
Most side letter provisions end with the LP who negotiated them. One doesn't.
6 min read