Which Facts Change an Investor's Rights?

A named individual stops devoting the time required under the agreement to the fund and its permitted related vehicles. No vote, consent, or general partner designation is needed — under ILPA's model partnership agreement the commitment period suspends automatically. The general partner must immediately notify the limited partners in writing, but that notice does not gate the suspension.

What follows arrives on its own. Without the advisory committee's prior written consent, new capital calls are limited to fund expenses, to investments the fund was already legally bound to complete, and to debt and liabilities it had already incurred. The management-fee basis shifts from commitments to invested cost, net of investments already realized, written off, or permanently written down. The suspension holds until a majority in interest approves a remediation plan or waives it, and if a negotiated window — ninety days in the model — passes without either, the commitment period terminates.

None of it required investor approval to begin.

The first trigger is a name and a time commitment

The event that sets all this off is defined narrowly. A key person event occurs when a named person "ceases to devote time and attention" as required by the agreement's time-and-attention section, and that section states the obligation as devoting "substantially all of such Person's business time" to the affairs of the fund and the other vehicles the agreement permits. The trigger measures time committed, not judgment, knowledge, or whether operations are suffering. The model provides a second route, a change of control, but the time-and-attention trigger is the one this piece follows.

Two parts of the definition are blank in the model. The key person roster is one: "Key Person" means each of [__]. The other is the formula determining which person — or combination of people — must cease meeting the time requirement before the event occurs, carrying a footnote that the formulation is "to be modified in accordance with the General Partner/Key Person structure." A fund's protection here is whatever its parties negotiated into those spaces.

The questionnaire asks a wider question

ILPA's due diligence questionnaire covers the same subject and wants considerably more. Its third section asks whether the firm has a succession plan and how it was built, whether a member of leadership has ever retired or departed and under what circumstances, whether anyone is expected to leave before the investment period ends, and whether a key person event has occurred in the last two funds. Question 3.13 asks about "known conditions (e.g., health, financial, litigation or personal)" that might influence someone's ability to execute their duties.

The appendix sorts the firm into tiers. Leadership, which ILPA defines to include the CFO, the COO and the general counsel alongside the investment side, shares a table with investment professionals and carries a field recording whether each person "is defined in the Fund's 'Key Person' agreement." Departures over five years, with dates and reasons, are collected for leadership and senior investment professionals. Other operations and administration professionals — finance, accounting, legal, compliance — appear as a current roster of name, title, role, tenure and education.

Those answers can determine whether an investor commits and what protections it negotiates. They do not themselves change the parties' contractual rights.

The protection has an operating window

A key person event can only occur, in the model's words, "at any time during the Commitment Period." That period runs from the initial closing to the earliest of four events: a bracketed fifth anniversary, which consent can extend by a year; the point at which all commitments have been drawn for investments, reserved for follow-ons, or used to create reserves; a termination vote by investors holding a negotiated share; and early termination under Article 11 itself. A fund with a ten- or twelve-year life spends its back half outside that window.

The obligation itself changes at the same boundary, and the agreement is explicit about it. Before the commitment period ends, key persons are to devote substantially all of their business time. After it ends, the requirement becomes "that portion of their time to the affairs of the Fund as is necessary for the management of the Fund."

The same reduction in time no longer triggers the Article 11 cascade. Other obligations may still apply.

Two documents, two jobs

Neither instrument is failing. The questionnaire helps an investor judge whether the firm can keep operating, and it is thorough because judgment benefits from detail. The agreement is where a small set of defined events change what the parties can require of each other, and it is narrow because automatic consequences need unambiguous triggers. A questionnaire that produced legal effects would be unworkable, and a clause that fired on everything the questionnaire asks about would fire constantly.

What sits between them is everything a firm knows about its own continuity that falls outside Article 11's defined trigger: who understands which reconciliation, who is close to leaving, what would stop if they did. The questionnaire captures these facts at one point in time; it does not create a continuing update mechanism for everything it surfaces. After closing, their durability depends on the agreement's reporting requirements and the fund's own records.