20 GP Removal and Replacement As fiduciaries themselves, it is critical that limited part- ners preserve the ability to activate a remedy in the event of material breach of fiduciary duties or material breach of agreement, fraud, bad faith or gross negli- gence. In the event of a cause event, the termination of the individual responsible for such actions should not be deemed an automatic cure or remedy. When a cause event occurs, a majority in interest vote of LPs should be sufficient to trigger a no-fault suspen- sion or termination of the commitment period. A sim- ple majority in interest vote of LPs should be sufficient for the removal of the GP or dissolution of the fund. A super majority, i.e., a vote of two-thirds in interest of LPs, should be sufficient for the no fault removal of the GP or dissolution of the fund. In the event of the no fault removal of the GP, a major- ity vote in interest of limited partners should be suffi- cient to appoint a liquidator. In the case of removal—whether no fault or for cause— the GP should see a meaningful forfeit of or reduction to carried interest, to ensure sufficient economics re- main to incentivize a new manager. KEY PERSON