On October 30, 2019, the International Limited Partner Association (ILPA) published its model limited partnership agreement (LPA) template for private equity. The model LPA is available online by clicking here and constitutes a Delaware-law based “whole of fund” waterfall LPA that can be used to structure investments into traditional private equity buyout funds. It is expected that additional models of LPAs, including one based on a “deal-by-deal” waterfall will be published by ILPA in the future.

In publishing a publicly available standard model LPA, ILPA aims to provide an LPA that can be used as starting point for managers looking to establish a limited partner friendly limited partnership agreement or as a benchmark for ILPA recommended terms. The model LPA incorporates the positions taken in ILPA Principles 3.0, published earlier this year. For more information on ILPA Principles 3.0, please see our Bulletin dated September 6, 2019.

ILPA is a global organization dedicated to advancing the interests and maximizing the performance of limited partners in the context of private equity funds. The drafting and publication of model LPAs is part of ILPA’s broader LPA Simplification Initiative which began in early 2018.