LPA compliance that answers “can the fund pay for this?” with the clause, and tests every fee and expense against it
Fees and expenses checked against the LPA as amended, each answer cited to its clause.
See one case, screen by screen ↓LPA compliance means checking that what a private fund pays for — fees, expenses, offsets — follows its limited partnership agreement as amended, narrowed by side letters and MFN elections and opened only by LPAC consents. LPA Compliance does that with eight agents: ask “can Fund III pay for this?” and get a verdict in seconds with the clause and page, while every booked expense and fee is tested against a term table fund counsel approves. Counsel approves every term change, and the CFO approves every cost moved between a fund and the manager.
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LPA compliance — keeping every fee and expense within a fund's LPA obligations — comes down to one question a fund accountant asks 20 to 30 times a week: can this fund pay for this? The answer is written in the limited partnership agreement, changed by amendments, narrowed by side letters and MFN elections, and opened only by advisory committee (LPAC) consents recorded in minutes — at the demo firm, 612 governing documents across 40 vehicles, 138 of them in French or German. Today the question goes to fund counsel by email, the administrator books what it is sent, and quarter-end testing samples a few dozen lines against an LPA abstract written at final close.
The SEC tests private equity fund expenses and fees against those documents. In August 2025 an adviser left $423,065 of interest on deferred transaction fees out of its management fee offset, although the LPA did not clearly exclude it, and paid back more than $500,000 plus a $175,000 penalty. The Division of Examinations lists LPAC consent not obtained, or obtained after the fact, as conduct inconsistent with fund disclosures, and counts side letters among those disclosures. LPs now ask for fees, expenses and offsets itemized through the ILPA Reporting Template, and AIFMD II has EU managers disclose each year the fees and expenses investors bore.
Estimated split for a manager with about 1,000 chargeability questions and 2,300 booked expense lines a quarter, in hours, by hand and with the solution.
Eight agents read, order, translate, check and test every term; fund counsel and the CFO decide.
Quillfield Capital's private markets arm runs 40 vehicles on 612 governing documents. On Friday, October 16, 2026, a €18,460 board dinner in Munich is found booked to Quillfield European Buyout Fund III SCSp. Here is what happens next, screen by screen, in the working solution.
The Expense check agent tested 38 newly booked lines against the approved term table: 37 follow the terms. One does not — EL-104882, a €18,460 ($21,540) invoice from Zum Isarhof Gastronomie in Munich for the board dinner of portfolio company Kestrel Antriebstechnik, 28 guests, booked by the administrator to Fund III. It tops Priya's “Needs you” list, beside the quarter's numbers: 214 questions, 5 conflicts for counsel, 7 term changes to approve.
“Zum Isarhof Gastronomie, Munich (German invoice). The Expense check agent says §8.4(c) may exclude it.”
Priya asks in plain words. The Search agent plans the question with the Precedence, Language, Checker and Conflict agents, reads 50 documents — Fund III's 46 and four Fund II LPAC minutes, where a hospitality consent sits — and cites 9. The verdict leads: Not chargeable to Fund III, 96% sure, and the Checker agent agreed blind. LPA §8.4(c), p. 41, decides it; §8.3(j), p. 39, makes the deal team's travel to the meeting chargeable — the dinner is not.
“The Manager bears entertainment and meals not incidental to travel unless the Fund III Advisory Committee approves in advance.”
The Precedence agent lays out the chain: the LPA of February 14, 2024; Amendment No. 1 of June 18, 2025, which adds §8.3(q) and leaves §8.4 untouched; no Fund III consent in the LPAC minutes; then the side letters and MFN elections. The March 12, 2025 consent approves hospitality at board events up to €25,000, but it sits in Fund II's minutes, for Fund II only. Side letter SL-III-017 from Versorgungswerk Ingenieure Süd goes further — no hospitality costs, even with consent — and 9 more investors elected it by MFN: 10 investors, €983M, 23.4% of commitments.
The side letter's German original sits on the left, marked “original, governs”; the English beside it is labeled a rendering.
From the answer, Priya proposes moving the €18,460 to the manager, Quillfield Capital Partners (Europe) LLP — as maker; nothing moves until the CFO approves. The Conflict agent has found that Amendment No. 1 §2.3 inserted §8.3(q), “costs of meetings of the boards of Portfolio Companies … including venue and materials”, which could be read to cover the dinner. It opens CF-0412 for fund counsel Tomás Ibarra, due October 21, with both clauses side by side and the impact: 3 Fund III lines this year, €29,680.
The Conflict agent never resolves a conflict itself; it holds the affected terms until counsel rules.
Tomás reads both clauses and the Precedence agent's reading, 81% confident — below the 90% needed to answer alone. He rules for option A: board-meeting costs cover venue, materials and travel; meals and entertainment stay under §8.4(c), because the specific clause controls the general one. INT-031 is recorded for Fund III, Fund II and Co-Invest III, which share the wording, and term change TC-0231 is approved. The Expense check agent re-tests Fund III's year and finds 2 more lines — €6,240 on June 18 and €4,980 on August 27 — proposed for the manager.
“Search agent · 2 answers re-checked — Q-4215 and Q-4102: verdicts unchanged.”
Fund III's 112 terms sit in 11 groups — management fee, fee offsets, fund and manager expenses, waterfall and carry, LPAC consents, side letters — each cited to its clause and page, versioned and approved; 3,184 terms across the 40 vehicles. T-III-8.4(c) is now version 5, citing INT-031, and the Term agent publishes it to the expense allocation tool and the administrator's term sheet. Nobody approves their own change: an edit Tomás proposes himself goes to Anika Brandt.
The Term agent never publishes a term counsel has not approved.
Helena opens Approvals: MV-0318 moves €18,460 ($21,540) from Fund III to Quillfield Capital Partners (Europe) LLP, proposed by Priya. Each item carries its checks — clause confirmed by the Checker agent, amount matches the invoice, not moved before. She approves with the reason code “Clause confirmed as cited”; the expense allocation tool posts the move and the fund administrator receives the correction. Above €250,000, a second approver, the deputy CFO, would sign too.
“Maker-checker on every decision that moves money, changes a term or speaks to an investor · nobody approves their own proposal.”
Since October 1 the Expense check agent has tested 412 lines worth $9.84M against the approved terms: 403 follow them, 6 are not chargeable as booked ($74,320) and 3 need a person. A €62,000 ESG data subscription booked to Infrastructure Partners I is split at its §7.6(e) cap — €36,000 within it, €26,000 over. A French data-room invoice whose second page cannot be read is shown as an error, with Re-read and Request a clean copy, never passed silently.
“I never move money: I propose, a fund accountant confirms, the CFO approves.”
Management fees are recomputed from the approved terms and compared with the administrator's: 38 of 40 vehicles agree. Fund V's Q3 offset left out $38,200 of interest on Talon Logistics' deferred monitoring fees, although LPA §4.4(b) excludes only out-of-pocket reimbursements — the pattern of the August 2025 SEC order. Fund IV's first extension was billed at 1.50% where LPA §4.2(d) gives 50% of that rate; a June 2026 consent says the full rate, so the $772,500 difference is with counsel as CF-0401.
The question, the sources read, the verdict, the ruling and both approvals are on the audit trail with who, what, when, why, the evidence and a hash — 18,402 entries since January 1, the chain verified every morning. The CCO, David Okoro, builds the exam pack: every question and answer with its clause, term versions and who approved them, counsel's rulings, expense tests and moves, fee checks and the trail as CSV. It leaves the firm only when he releases it.
The Evidence agent never edits an entry.
The same board dinner, seen by five of the people who carry it — what the question looked like by email, and what it looks like now.
Eight agents read, order, translate, check and test every term; fund counsel and the CFO decide.
Plans each question, reads the governing documents the asker may open — LPA, amendments, side letters, MFN elections and LPAC minutes — and answers with a verdict: Chargeable, Not chargeable, Chargeable up to a cap, or Needs counsel, with a clause and page on every sentence.
Orders each fund's documents — side letters for their investors and MFN electors, LPAC consents for their own fund, period and cap, amendments in date order, the LPA, then the PPM — and checks that every consent belongs to this fund.
Reads the French and German originals — 71 and 67 documents — shows English beside them, and flags where a convenience translation differs from the original.
Re-answers every question blind and compares the verdict, the quotes and the numbers with the first answer.
Finds clauses that contradict or can be read two ways, and writes the question for counsel with both texts and the impact in lines and amounts.
Keeps the term table current from new documents and rulings, proposes versioned changes, and publishes approved terms to the fund expense allocation, management fee and waterfall tools.
Tests every booked expense and every fee calculation from the fund accounting platform and the administrator against the approved term table, and proposes moves.
Logs every question, source, decision and change with a hash chain, and builds the quarterly LPA compliance report and the exam pack.
Approve every term change and money move. The agents propose; a named person decides.
Ask back on an answer, or tell the agents what to do — list, draft, open. Every answer cites its clause.
Which Fund III expenses this year can the 10 MFN investors not be charged?
Three Fund III lines this year are hospitality: EL-104882 €18,460 (Munich), EL-098115 €6,240 (Paris) and EL-101377 €4,980 (Leeds), €29,680 together. SL-III-017 §4.2 excludes them for Versorgungswerk Ingenieure Süd even with a consent, and 9 investors elected it by MFN.
Is any fee calculation off the way it was in the August 2025 SEC case?
One has the same pattern: Fund V left $38,200 of interest on Talon Logistics' deferred monitoring fees out of its 100% offset. LPA §4.4(b) excludes only out-of-pocket reimbursements. In the 2025 order, $423,065 of such interest became excess fees. TC-0229 is with Tomás Ibarra.
Can Infrastructure Partners I pay the Brightwater ESG data subscription?
Chargeable up to a cap: §7.6(e) allows ESG data up to €250,000 a year; €214,000 is used, so €36,000 of the €62,000 invoice is fund-borne and €26,000 is the Manager's.
Draft the Fund III Advisory Committee consent request for board-event hospitality
Drafted LPAC-R-07: a consent under §8.4(c) for board-event hospitality up to €20,000 per event in FY 2027, excluding the 10 investors protected by SL-III-017 and MFN. It is waiting for fund counsel in Approvals; nothing goes to the committee without counsel.
13 screens from the working solution, on its sample data. Pick one to see it large.
How sure the agents must be, how fast counsel rules and who approves are settings — versioned, and approved by compliance before they take effect.
| Setting | Default | Choose from |
|---|---|---|
| Give a verdict on its own at or above | 90% | Any percentage · only when the Checker agent agrees blind; otherwise the answer goes to counsel |
| Below this, give no verdict at all | 75% | Any percentage · between the two, the answer shows as “needs review” and goes to counsel |
| Counsel rules a conflict within | 3 business days | Business days · reminder 1 business day before; escalates to the CCO when missed |
| Counsel answers an escalated question within | 2 business days | Business days · the asker sees the clock on the question |
| Counsel approves a term change within | 5 business days | Business days · affected terms stay on their current version until then |
| Second CFO approver for moves above | €250,000 | An amount in euros · every move between a fund and the manager always needs the CFO |
| Which document overrides which | Side letter › LPAC consent › amendments › LPA › PPM | The order the Precedence agent applies; a French or German original governs over an English translation |
| Override reason codes | 8 codes | Wrong clause cited · A consent exists that the agents missed · Investor-specific term missed · Translation reading disputed · Needs outside counsel · and more |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample fund data · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (SEC order, August 15, 2025, IA Rel. No. 6908, via Simpson Thacher, August 22, 2025 — $423,065 of offset interest, more than $500,000 of excess fees, $175,000 penalty; SEC Division of Examinations, Observations from Examinations of Private Fund Advisers, January 27, 2022; ILPA Reporting Template 2.0, January 2025; AIFMD II, Directive (EU) 2024/927). The European funds report in euros, as in the working solution; where US dollars are shown beside euros, they use the demo’s €1 = $1.1668. People, firms, funds, investors, portfolio companies and vendors named on this page are fictional — characters and sample data in the working solution.
LPA compliance means checking that what a private fund pays for — fees, expenses, offsets — follows its limited partnership agreement as amended, narrowed by side letters and MFN elections and opened only by LPAC consents. LPA Compliance does that with eight agents: ask “can Fund III pay for this?” and get a verdict in seconds with the clause and page, while every booked expense and fee is tested against a term table fund counsel approves. Counsel approves every term change, and the CFO approves every cost moved between a fund and the manager.
A side letter is an investor’s own agreement with the fund that changes how the LPA applies to that investor; under a most-favored-nation (MFN) clause, other investors may elect the same terms from the side letter (MFN) compendium. The Precedence agent applies each side letter to its own investor and to every investor who elected it, inside every answer. In the demo, one German side letter elected by 9 more investors means 10 investors holding €983M, 23.4% of Fund III, cannot be charged hospitality costs, even with an LPAC consent. Confidential side letters stay restricted: the agents apply their effect without showing the text.
LPAC consent is the approval of a fund’s limited partner advisory committee, recorded in its minutes, for something the LPA allows only with that approval — for Fund III, entertainment and meals under §8.4(c). A consent counts only for its own fund, period and cap, and the agents check that. In the demo, a March 12, 2025 consent for board-event hospitality up to €25,000 sits in Fund II’s minutes, “in respect of Fund II only”, so the Fund III answer marks it “does not apply”.
A management fee offset reduces the management fee by the share of transaction, monitoring and director fees from portfolio companies that the LPA sets — 100% for Fund V in the demo. The Expense check agent recomputes management fees and offsets from the approved terms and compares them with the administrator’s: 38 of 40 vehicles agree. Fund V’s offset left out $38,200 of interest on deferred monitoring fees — the pattern of the August 2025 SEC order — and a Fund IV extension fee is $772,500 apart, sent to counsel.
It replaces the abstract written once at final close with a term table that stays current. The Term agent proposes a new version from every amendment, side letter and ruling, counsel approves it, and every booked expense and fee is tested against it — not a quarter-end sample.
The Language agent reads the originals and shows them beside an English rendering; the original governs on screen. When a convenience translation says something else — in the demo, 50% in English where the French original says 100% — it is raised to counsel as a conflict.
Yes. The agents answer, check and propose; they never move money, resolve a conflict or publish a term counsel has not approved. Fund counsel rules and approves every term change, the CFO approves every cost moved between a fund and the manager, nobody approves their own proposal, and every step is on a hash-chained audit trail.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your LPAs, amendments, side letters, MFN compendium and LPAC minutes, and a quarter of booked expenses — and it goes live once every quality gate has passed. Counsel confirms the first term table before any check runs on it.
Every NAV checked against your books before it goes out, with breaks held, not published.
1-min demoFund Administration OversightEvery administrator graded on its evidence, with the cause of each error found and fixed.
1-min demoFund Expense AllocationEvery invoice split with its LPA clause, and nothing the manager owes charged to a fund.
1-min demoWe'll run LPA Compliance on your own LPAs, side letters and a quarter of booked expenses.