General Partner (GP)
A general partner (GP) is the entity responsible for managing a fund, making investment decisions, and bearing fiduciary and operational responsibility.
Allocator relevance: The GP controls capital deployment, conflicts management, reporting, and governance—so GP quality and alignment are central to diligence.
Expanded Definition
The GP is the decision-making authority within the fund structure. It sets strategy, executes investments, manages portfolio monitoring, and handles operations (often via service providers). The GP also governs key economic terms: management fee, carry, and fund expenses. In many structures, the GP is distinct from the management company, but tightly linked.
For allocators, assessing the GP includes evaluating team capability, decision process, controls, conflicts, and alignment (GP commitment, key person terms).
How It Works in Practice
LPs sign a subscription agreement, then capital is called and deployed by the GP within the investment period. The GP reports to LPs through reporting packages and governance forums (LPAC) and follows constraints in the LPA and side letters.
Decision Authority and Governance
GP authority is broad but bounded by the LPA, LPAC oversight, and fiduciary obligations. Governance quality is tested in hard moments: conflicts, valuation decisions, continuation vehicles, and distressed exits.
Common Misconceptions
- The GP is just “the manager” and not a legal control entity.
- GP incentives are fully aligned by default.
- GP quality is reflected only in performance numbers.
Key Takeaways
- GP is the control center of the fund.
- Governance and conflict handling matter as much as returns.
- Alignment terms are key diligence areas.