All Questions

Yes - the Limited Partnership Agreement spells out a limited partner's obligations and spells out the fund manager's options should a limited partner fail to meet said obligations (mostly relating to funding and capital calls). 

Yes - the Limited Partnership Agreement spells out a limited partner's obligations and spells out the fund manager's options should a limited partner fail to meet said obligations (mostly relating to funding and capital calls). 

The Cornerstone LPA template does not currently address handling AI-driven investment decisions.   While regulatory frameworks might change in coming years to possibly account for such situations, at this time it does not seem conceivab...

The Cornerstone LPA template does not currently address handling AI-driven investment decisions.   While regulatory frameworks might change in coming years to possibly account for such situations, at this time it does not seem conceivable that a fund manager can escape ultimate responsibility for sub-optimal investment decisions by saying "your honor, it was the AI, not me". It also seems doubtful that limited partners, at least for now, would not try to hold the fund manager responsible anyways. 

Generally speaking, there are no easy exit options for limited partners should a fund underperform - this is why it's critical for limited partners to carefully evaluate and perform due diligence on any fund managers they intend to have ...

Generally speaking, there are no easy exit options for limited partners should a fund underperform - this is why it's critical for limited partners to carefully evaluate and perform due diligence on any fund managers they intend to have manage their money for a decade or more.   In most cases, secondary sales are also not an easy exit option. 

Generally speaking a venture capital fund must pursue a venture capital strategy, because venture capital funds typically rely on a specific exemption from fully registering with the SEC (to avoid much higher levels of reporting and regu...

Generally speaking a venture capital fund must pursue a venture capital strategy, because venture capital funds typically rely on a specific exemption from fully registering with the SEC (to avoid much higher levels of reporting and regulatory scrutiny). One of the requirements of the venture capital exemption is that investments are generally (directly) made into a company in exchange for equity, which may not be typical in real estate (or really what limited partners think of as "venture capital").  More information about the venture capital exemption can be found here: https://www.strictlybusinesslawblog.com/2018/05/31/the-venture-capital-adviser-exemption-explained/

With respect to the United States of America, there is not a singular exhaustive list of reasons or regulations that can lead to a country being on a designated list - there are many agencies that enforce such things, as well as orders a...

With respect to the United States of America, there is not a singular exhaustive list of reasons or regulations that can lead to a country being on a designated list - there are many agencies that enforce such things, as well as orders and guidance from the Executive branch of the government. Banking institutions also have their own compliance policies regarding countries and/or citizens they will not do business with. Reasons would generally involve money laundering, terrorism, fraud, etc. - and what might happen to citizens of any country depends on many factors. You may find this link generally helpful: https://www.dowjones.com/professional/risk/glossary/anti-money-laundering/importance-aml-policies/

"Specially Designated Nationals and Blocked persons" listed on a compliance policies are generally derived from governmental watchlists - each government will have its own criteria, though these overlap to an extent. It's important to ke...

"Specially Designated Nationals and Blocked persons" listed on a compliance policies are generally derived from governmental watchlists - each government will have its own criteria, though these overlap to an extent. It's important to keep in mind that these lists are constantly evolving with a country's particular requirements as well as global events. Anti-Money Laundering and Know Your Customer systems and vendors will generally ensure that they check for such individuals in particular, and keep such lists up to date for their internal usage. Note that just because an individual is not specifically listed does not mean they are automatically clear with respect to Anti-Money Laundering. 

If by "template for an agreement among GPs" this question is asking about an agreement by and between the fund's managers, this is typically the operating agreement for the management company of the firm. In the standard Decile structure...

If by "template for an agreement among GPs" this question is asking about an agreement by and between the fund's managers, this is typically the operating agreement for the management company of the firm. In the standard Decile structure, this would be the Alignment Agreement, which we do have a template for. 

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

To our knowledge at this time, the template Cornerstone LPA has not been adapted for use in Norway. Doing so would require the engagement of Norwegian fund counsel. 

It depends on how the LPA is written. Some LPA's may allow LPs some rights, but in general, that's not the case because LPs get a lot of protections due to the passive nature of the structure. Typically, LPs can force the fund into Limit...

It depends on how the LPA is written. Some LPA's may allow LPs some rights, but in general, that's not the case because LPs get a lot of protections due to the passive nature of the structure. Typically, LPs can force the fund into Limited Operations mode, but not for poor performance. 

From the latest published version of the Cornerstone LPA (version 3.0), "Excess Amount" is calculated as follows, depending on the Carried Interest % designated for the fund, cumulative amounts of said Carried Interest actually received ...

From the latest published version of the Cornerstone LPA (version 3.0), "Excess Amount" is calculated as follows, depending on the Carried Interest % designated for the fund, cumulative amounts of said Carried Interest actually received by the General Partner, etc. "...General Partner has received cumulative distributions of Carried Interest in respect of a Limited Partner that exceed the amount of distributions of Carried Interest that General Partner should have received  with respect to such Limited Partner (such excess amount, the “Excess Amount”)..." A Clawback is an extremely rare event, though it's slightly more possible under an American waterfall. Repayments and any applicable due dates are not specified in the Cornerstone LPA (as many things are not) to avoid having a 200 page LPA - it is anticipated that the fund managers and limited partners will work together in good faith. 

This report is used by Fund Accounting every January to identify which of your vendors should receive a 1099. In order to be be required to send 1099s, the Fund/ManCo would need to be domiciled in the US, and only US-based LLCs and law f...

This report is used by Fund Accounting every January to identify which of your vendors should receive a 1099. In order to be be required to send 1099s, the Fund/ManCo would need to be domiciled in the US, and only US-based LLCs and law firms receive 1099s. 

No. An RUV is considered a non-qualified investment, just like any other SPV. In addition, it will delay your taxes and because you're not on the cap-table, you will struggle to get the information required to realize markups and manage ...

No. An RUV is considered a non-qualified investment, just like any other SPV. In addition, it will delay your taxes and because you're not on the cap-table, you will struggle to get the information required to realize markups and manage distributions.