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For emerging managers, which LPA provisions have you found most important to get right from the start, and which ones tend to create problems or require renegotiation later as the fund and LP base grow?

I’m reviewing the Cornerstone LPA as part of Venture Institute and trying to understand the practical side beyond what the clauses say. Are there provisions that seem minor when drafting the first LPA but become particularly important once the fund is operating?
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Yes. The provisions that matter most later are often the ones that govern **exceptions, edge cases, and operations**:

- **Key person / removal / LPAC**: must be objective and workable under stress
- **Investment mandate + concentration limits**: too narrow creates strategy drift issues; too broad scares LPs
- **Fund term, extensions, follow-ons, recycling**: often underestimated, then revisited as reserves and exits evolve
- **Management fee base / step-down / offsets**: small drafting differences create recurring disputes
- **Capital call mechanics + default remedies**: critical once real LP administration begins
- **Reporting, valuation, audit rights**: become very important as institutional LPs join
- **Side letters / MFN tracking**: minor at first, major operational burden later
- **Clawback / distribution waterfall**: easy to ignore early, painful later

Big rule: align the LPA with how the fund will actually operate.

References:
- https://decilegroup.com/articles/lpa-template-for-vc-funds
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https://decilehub.com/base/1-general_questions/163623-when-lps-are-reviewing-an-lpa-what-are-the-terms-they-tend-to-pay-the-most-attention-to-or-negotiate-the-hardest

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