All Questions

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. 

There are two approaches to drafting legal agreements. One way is for the law firms to make these documents extremely prescriptive resulting in 100s of pages of legal language. A second and more streamlined approach is to cover basic con...

There are two approaches to drafting legal agreements. One way is for the law firms to make these documents extremely prescriptive resulting in 100s of pages of legal language. A second and more streamlined approach is to cover basic concepts while making everything else implied. Good examples of this second approach are the SAFE and the Cornerstone LPA. It's just not necessary to go into this level of detail for funds that are less then $50m because any type of lawsuits would be fatal to the fund and the LPs as a result. Bigger funds will have a Private Placement Memorandum to specify all the things that can go wrong, and since there is so much more capital on the line, the additional fund expenses are worth it. Now, to answer you question more directly - since the fund manager is a fiduciary and is also indemnified from damages except for Malfeasance, this type of clause is not necessary.