Meaning and transaction use
ILPA says its model subscription agreement aims to increase clarity and capital-formation efficiency and is modular and multi-jurisdictional for customisation to a fund and its investors. [S1]
A filed fund subscription form links purchase of an interest and admission as a limited partner to the partnership agreement, with investor information and representations supporting acceptance. [S2]
Proposed control method: use one closing checklist covering executed documents, signatory authority, investor classification, beneficial ownership, AML and tax evidence, side letters, commitment, acceptance and register update.
Worked example
Illustrative commitment record only. Assume an accepted USD 10 million commitment, USD 3 million of contributions credited to commitment and USD 500,000 distributed as recallable under the governing documents.
Scroll the table horizontally to view all columns.
| Measure | Calculation | Result |
|---|---|---|
| Initial unfunded commitment | 10 - 3 | USD 7 million |
| Recallable distribution | Assumed | USD 0.5 million |
| Adjusted unfunded commitment | 7 + 0.5 | USD 7.5 million |
| Credited contribution rate | 3 / 10 | 30.0% |
| Adjusted unfunded rate | 7.5 / 10 | 75.0% |
The recallable amount raises illustrative unfunded commitment to USD 7.5 million. The LPA and notices determine the actual balance.
Proposed transaction review process
Identify the investor
Verify legal name, form, address, beneficial ownership and authorised signatories.
Test eligibility
Complete applicable investor-status, suitability, AML, sanctions and tax checks.
Reconcile terms
Confirm commitment, class, closing, LPA, side letter and funding instructions.
Accept and record
Obtain fund acceptance, update registers and retain the closing evidence.
Evidence checklist
Identity evidence
Constitution, register, ownership and signatory authority.
Eligibility evidence
Investor questionnaires, classifications and supporting documents.
Compliance evidence
AML, sanctions, tax forms and source-of-funds records.
Closing evidence
Executed subscription, acceptance, side letter, register and funding notice.
Decision framework
| Situation | Proposed action |
|---|---|
| Investor evidence is incomplete | Keep the subscription unaccepted until required checks are complete. |
| The commitment changes | Amend the execution package and reconcile every linked record. |
| A representation becomes inaccurate | Apply notice, cure, transfer and default provisions. |
| A nominee subscribes | Verify principal, authority, beneficial ownership and recognition under the documents. |
Common errors to check
- Treating signature as fund acceptance.
- Relying on stale eligibility or beneficial-ownership evidence.
- Allowing the commitment to differ across records.
- Ignoring LPA and side-letter interactions.
Control the subscription
Bring the investor file, subscription pack, LPA, side letter and closing checklist to a subscription review. Reconcile identity, eligibility, commitment and acceptance before admission.
Discuss the transactionPrimary references and editorial scope
- ILPA: Model Subscription Agreement
Model subscription agreement purpose, modularity and multi-jurisdictional customisation. Reference checked 17 September 2026. - SEC-filed form of fund subscription agreement
Subscription for a fund interest, investor agreement and admission under the partnership agreement. Reference checked 17 September 2026.
General fund-formation education. Figures are hypothetical. Investor eligibility, AML, tax, securities and contractual requirements depend on the offering and jurisdictions.
General business information. Obtain advice appropriate to the legal, tax, accounting and financing facts. No offer, lender commitment or transaction outcome is represented. All worked examples use expressly assumed figures. Editorial draft date: 17 September 2026.
