Industry GuidanceTemplates, Standards & Model DocumentsModel Limited Partnership Agreement

Model Limited Partnership Agreement

A standard Model Limited Partnership Agreement (“LPA”) has been a persistent need in the private equity asset class given the cost, time and complexity of negotiating the terms of investment. General Partners (“GPs”) have an interest in reducing the length of side letter agreements, providing fundraising certainty, and lowering their fund formation costs. Similarly, Limited Partners (“LPs”) wish to have fair and transparent terms that explain rights and obligations, while also lowering their legal negotiation costs.


ILPA has released two comprehensive, Delaware law-based model LPAs that can be used to structure investments into a traditional private equity buyout fund, including either a “whole of fund” distribution waterfall or a “deal by deal” distribution waterfall economic arrangement.

The ILPA Model LPA project is part of ILPA’s broader LPA Simplification Initiative and began in early 2018, with a group of approximately 20 attorneys representing both GPs and LPs in the global marketplace. Through an extensive process of drafting and negotiation, these attorneys, along with the ILPA team, drafted a Model LPA for private equity.

The original version of the “Whole of Fund” Model LPA was released in October 2019, in July 2020 revisions were made. A one page summary of the “Whole of Fund” Model LPA is available below and here (changes from the original document are outlined on pages 3 and 4). Also in July 2020, ILPA released a new “Deal by Deal” Model LPA to the marketplace to provide additional flexibility in the utilization of the ILPA Model.

Participating Attorneys on the Model LPA Task force:

  • Semma Arzapalo, Pillsbury Winthrop Shaw Pittman LLP
  • Todd Boudreau, Morrison & Foerster LLP
  • Edyta Brozyniak, MJ Hudson LLP
  • Won-Han Cheng, K&L Gates LLP
  • Eamon Devlin, MJ Hudson LLP
  • Jon Ellison, UTIMCO
  • Mary Hornby, Abbott Capital Management LLC
  • Ami Jani, K&L Gates
  • Michael Jordan, Ice Miller LLP
  • Edward Klees, Hirschler Fleischer PC
  • Mark Lasee, Kutak Rock LLP
  • Marc Lieberman, Kutak Rock LLP
  • Batya Nadler, Torys LLP
  • Margaret Niles, K&L Gates LLP
  • James O’Donnell, DLA Piper LLP
  • Yuliya Oryol, Nossaman LLP
  • David Parrish, DLA Piper LLP
  • Bob Perez, Foster Garvey PC
  • Emily Smith, Kutak Rock LLP
  • David Winter, Hogan Lovells LLP