Usually it can be used as a **basis**, but **not as a plug-and-play document** for an EU fund.
- Treat the Cornerstone LPA as a **US-style starting template**
- Expect **meaningful localization**, though not always a total rewrite
- Common areas for amendment:
- **fund vehicle and governing law**
- **EU member-state marketing / securities rules**
- **tax**: withholding, VAT, treaty and carry treatment
- **AML / KYC and sanctions**
- **LP enforceability and default remedies**
- **side letters, feeders, or parallel vehicles** for country-specific issues
Best practice:
- keep **core economics and governance** as standard as possible
- have **local EU fund counsel** adapt the regulatory, tax, and enforcement provisions
References:
- https://decilehub.com/base/1-general_questions/164036-does-the-cornerstone-lpa-need-to-be-amended-before-use-in-closing-funds-in-the-eu
- https://decilehub.com/base/1-general_questions/164836-are-there-any-important-differences-in-an-lpa-for-funds-operating-in-the-eu-compared-to-the-us
- Treat the Cornerstone LPA as a **US-style starting template**
- Expect **meaningful localization**, though not always a total rewrite
- Common areas for amendment:
- **fund vehicle and governing law**
- **EU member-state marketing / securities rules**
- **tax**: withholding, VAT, treaty and carry treatment
- **AML / KYC and sanctions**
- **LP enforceability and default remedies**
- **side letters, feeders, or parallel vehicles** for country-specific issues
Best practice:
- keep **core economics and governance** as standard as possible
- have **local EU fund counsel** adapt the regulatory, tax, and enforcement provisions
References:
- https://decilehub.com/base/1-general_questions/164036-does-the-cornerstone-lpa-need-to-be-amended-before-use-in-closing-funds-in-the-eu
- https://decilehub.com/base/1-general_questions/164836-are-there-any-important-differences-in-an-lpa-for-funds-operating-in-the-eu-compared-to-the-us