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[Music] in this video were going to talk about the 70-page model limited partnership agreement or lpa made publicly available by the institutional limited partners association ilpa in an effort to help lps in future negotiation with gps id like to make two comments about this the first about waterfalls and the second about the intention to reduce side letter negotiation costs and time then id like to raise three points for discussion the first about the increased authority given to the limited partner advisory committee the elpac second the clauses in reference to the removal of the gp and third and finally the standard of care needed for the gp and the fund manager so lets start with my first comment about waterfalls the model lpa is written based on a whole of fund or european waterfall this differs from a deal by deal or american waterfall if you need a refresher on the difference between these waterfalls please see our previous video on waterfalls a whole of fund waterfall is
