Key pitfalls of the Cornerstone LPA to watch for:

- Broad GP discretion:
- conflicts can be resolved by the GP
- valuations are set by the GP and are “final, conclusive and binding”
- some amendments can be made without LP approval
- LP illiquidity:
- no redemption rights
- transfers require GP consent
- Giveback risk:
- partners may be required to return up to 20% of aggregate distributions for fund obligations
- Withdrawal / adverse effect provisions:
- LP participation can be limited or forced out if deemed to create a “Material Adverse Effect”
- GP termination power:
- dissolution can occur by election of the GP
- Fee / expense load:
- management and operations fees plus broad fund expense reimbursement

Reference:
- https://decilehub.com/base/1-general_questions/20774-what-is-the-cornerstone-start-agreement