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Fund Terms

Clawback Provision

Fund Terms

What is Clawback Provision?

A clawback provision is a contractual obligation requiring the GP to return previously distributed carried interest to LPs if, at the end of the fund’s life, the GP has received more carry than it is entitled to based on the fund’s overall cumulative performance. It protects LPs in scenarios where early profitable exits are followed by later losses.

Why It Matters

Clawback provisions are a critical investor protection mechanism. They ensure that GPs cannot retain excess carried interest from early winners if the fund’s overall performance does not justify it, aligning lifetime fund economics with LP expectations.

Key Takeaways

  • 1

    Requires the GP to return excess carried interest if cumulative fund performance falls short.

  • 2

    Protects LPs when early profitable exits are followed by later losses in the portfolio.

  • 3

    A standard LP protection term in institutional-quality fund documentation.

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Fund of Funds (FOF)

A Fund of Funds is a pooled investment vehicle that allocates capital to a portfolio of underlying private equity, venture capital, or other alternative investment funds rather than investing directly in companies. FOFs provide diversification across GPs, strategies, vintages, and geographies, and are commonly used by institutional investors and family offices seeking managed access to the PE/VC asset class.

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General Partner (GP)

The General Partner is the entity (typically the fund management firm or its affiliate) responsible for managing a private equity or venture capital fund, making investment decisions, and handling day-to-day operations. The GP bears unlimited liability for the fund’s obligations and earns management fees and carried interest in exchange for managing LP capital.

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Limited Partner (LP)

A Limited Partner is an investor in a private equity or venture capital fund who contributes capital but does not participate in the fund’s management or investment decisions. LPs enjoy limited liability (their exposure is capped at their capital commitment) and include pension funds, sovereign wealth funds, endowments, insurance companies, family offices, and high-net-worth individuals.

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GP Commitment

GP Commitment is the capital that the General Partner (or its principals) commits to the fund alongside LPs, typically ranging from 1% to 5% of total fund size. This “skin in the game” aligns the GP’s economic interests with those of the LPs and is a standard term evaluated by institutional investors during fund due diligence.

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