ILPA definition
Examples of ILPA in a sentence
Until Congress or the Service acts on this, ILPA encourages inclusion of LPA language confirming that no limited partner will bear tax-audit-related liability in excess of the amount that the limited partner would have properly been allocated in the relevant tax year, if any.
The General Partner shall at all times seek to implement the best practices described in the ILPA Principles for the Advisory Committee.
Of particular concern to ILPA and many institutional investors is the Act’s imposition of potential liability on fund investors for the unpaid portion of any taxes allocable to a fund investor who has gone bankrupt or is otherwise unwilling or unable to pay.
These programs can adopt the ILPA Model LPA and encourage the GPs applying for seed capital in the program to use the document for raising their funds.
Current practice is still evolving, however, with respect to this law, and so, for this reason, ILPA believes it is appropriate to bracket the provision in order to accommodate additional investor protections that may become part of market practice as the law is better understood, or to reflect future action by Congress or the Internal Revenue Service to address anomalies under the law.
Each distribution shall be accompanied by a distribution notice consistent with the requirements of the ILPA Capital Call and Distribution Notice Template (and including at least a description of the source and nature of the Distributable Proceeds, the calculation of the amount being distributed including Carried Interest, and any amounts that increase Remaining Commitments pursuant to Section 6.4 (Reinvestment)).
LP Education: ILPA plans to use the Model LPA to educate LPs about reasonable terms, and LPs can also use this document in their own internal training programs to share which terms are fair to LPs and which are problematic.
Reduction of Side Letter Negotiation Costs and Time: GPs and GP counsel can seek to implement provisions from the ILPA Model LPA into their own form for forthcoming funds to minimize the number and scope of side letter agreements with their LPs and the cost of negotiation.
These provisions apply the positions taken in ILPA Principles 3.0: • Includes a “whole of fund” waterfall to limit the possibility of a clawback and ensure long-term alignment of interest.
Notwithstanding anything to the contrary provided herein, each Limited Partner hereby waives the application of any non-U.S. law to the extent that such law would prevent the Fund or the General Partner from reporting to the U.S. Internal Revenue 20 ILPA believes the proposed language bracketed here reflects current market practice for addressing tax audit provisions of the Bipartisan Budget Act of 2015.