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Cornerstone LPA question: What's the practical difference between calculating the GP Clawback on a per-LP basis versus on a whole-fund basis?

Per Section 6.4.2 The GP Clawback is calculated separately per Limited Partner, not on a whole-fund basis. What's the practical difference?
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Practical difference: **who gets measured against whom**.

- **Per-LP clawback**: each LP’s carry overpayment is calculated separately.
- If LP A was over-distributed relative to that LP’s own contributions and returns, the GP owes clawback **to LP A**, even if LP B did very well.
- You **cannot net** one LP’s shortfall against another LP’s surplus.

- **Whole-fund clawback**: you aggregate everyone together.
- Overpayments and underpayments across LPs **offset** each other.
- The GP may owe less, or nothing, if the fund is fine in aggregate.

So per-LP is usually **more LP-protective** and can create **higher administrative complexity and potentially larger clawback exposure** for the GP.

Relevant context: https://decilehub.com/base/1-general_questions/163588-the-gp-clawback-is-only-trued-up-at-final-liquidation-with-no-escrow-and-no-personal-guarantee-behind-it-if-the-carry-has-been-already-distributed-spent-and-taxed-how-does-an-lp-actually-collect

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