# General

Section 4.4 requires a two-thirds LP vote to enter Limited Operations Mode following a "Material Breach." What kinds of breaches would typically qualify — is this limited to fraud/gross negligence, or could it include something like missing reporting deadlines?

In Section 4.3.3, conflict-of-interest matters now require approval by a Majority in Interest of Limited Partners instead of the Advisory Committee. In practice, how is a "conflicted" LP identified and excluded from that vote — is it self-disclosed, or does the GP make that determination?

Under the Cornerstone LPA, an LP default can lead to interest, offsetting distributions, or a sale at a discount. In practice for a small Fund I, how often are severe remedies used versus a cure or transfer, and what should the GP document?

The Cornerstone LPA gives the GP fair-value discretion while the Valuation Policy sets a process. For a seed fund holding mostly Level 3 assets, what evidence should trigger a write-down before a new financing establishes a lower price?

For a first-time emerging manager, what are the practical trade-offs between a deal-by-deal (American) waterfall and a whole-of-fund (European) waterfall from both GP and LP perspectives, especially around early carry and clawback risk?

How is 'Fair Value' for illiquid Portfolio Investments determined under the Cornerstone LPA, given the agreement just says it's 'determined by General Partner' and is final and binding?

• What part of this setup do you find most useful or impressive? 
• What would you improve or automate next? 
• Is there any part of this workflow where you think AI is being used too much or not enough? 

1. I’d like to better understand why a GP would want to create an SPV alongside the main fund and why the clause in the LPA allowing this is important.
2. Legally, how locked in is an LP's money once it's invested in venture? I didn't quite understand the legal limits from the LPA.
3. In terms of how carry is distributed, what are the pros and cons of the American vs European (Deal-by-Deal and Whole-of-Fund) distribution? Do certain jurisdictions mandate the use of one over the other?