A Delaware-domiciled LP, third-party CCO, PCAOB-registered auditor, FinCEN-compliant AML program, OECD-aligned sourcing protocol, and a sequenced 14-vendor counterparty stack — all in service of a single principle: never compromise institutional discipline for speed.
The IPS establishes the governing framework for all investment activity — philosophy, eligible asset classes, allocation ranges, concentration limits, decision rights, sourcing through exit process, risk management, valuation, and reporting. To the extent of conflict between the IPS and the LPA or offering documents, the LPA controls.
| Domain | IPS Position |
|---|---|
| Primary Objective | Attractive, risk-adjusted absolute returns via concentrated, high-conviction capital in opaque, access-constrained markets. |
| Eligible Asset Classes | Cultural Assets, Real Assets, Bolivia Mineral Trades, Special Situations. |
| Single-Position Cap | 20% of deployed capital. Co-Invest used above cap. |
| Bolivia Country Cap | 25% of AUM. |
| Decision Rights | Investment Committee, with CCO sign-off; LP Advisory Board on conflicts and key amendments. |
| Liquidity Reserve | ≥ 10% undeployed at all times. |
| Reporting | Quarterly LP letter, annual audited financials, annual K-1. |
| Right | Threshold | Source |
|---|---|---|
| GP Removal — For Cause | 2/3 LP supermajority. Cause includes gross negligence, willful misconduct, fraud, GP bankruptcy, felony conviction, or regulatory ineligibility of a Key Person. | LPA §15.4(a) |
| GP Removal — Without Cause | 75% LP supermajority; up to 50% forfeiture of unvested Carried Interest. | LPA §15.4(b) |
| Amendment of LPA — material terms | 2/3 LP supermajority — including investment objectives, distribution waterfall, fee structure, term, indemnification. | LPA §14.2 |
| Disproportionately-affected amendments | Affected LP consent additionally required. | LPA §14.2 |
| Term extension beyond 8 years | LP Advisory Committee consent (each 1-year extension). | LPA §2.4 |
| Dissolution / Wind-Down trigger | Standard dissolution events; 3-year Wind-Down Period follows; Liquidator may be appointed by LPAC. | LPA §15.2 |
The Founding Principal is designated as the Key Person under LPA §8.5. A Key Person Event — death, disability, resignation, termination for cause, or sustained inability to devote substantially all business time to the Partnership — triggers the following automatic protections:
| Trigger | Automatic Effect | Resumption Path |
|---|---|---|
| Key Person Event | Investment Period suspends immediately. No new investments may be made; reserves and follow-ons may be deployed only with LPAC consent. | Successor Key Person approved by LPAC within 180 days or majority LP vote — otherwise the Fund proceeds to Wind-Down. |
| Body | Composition | Authority |
|---|---|---|
| Investment Committee | At launch: Founding Principal + CCO (non-voting). Second voting member added at $15M AUM. Third voting member added at $30M AUM or per LPAC recommendation. | Unanimous approval required for standard investments. Unanimous + Advisory Board notification for IPS exceptions. Bolivia trades > $2M require unanimous IC + supermajority documented. |
| Valuation Committee | Founding Principal + CCO + one Advisory Board member. | Quarterly valuation review. Material write-ups or write-downs require external evidence and disclosure in the next quarterly LP letter. |
| LP Advisory Committee (LPAC) | Representatives of largest committed LPs. | Conflicts review; consent on key amendments; consent on each 1-year term extension; receives notification of IPS exceptions. |
| Advisory Board | Three minimum members: (i) Bolivia political / regulatory adviser; (ii) alternative-assets / art expert; (iii) real estate or family-office LP representative. Semi-annual meetings; non-fiduciary. | Strategic counsel; assists Valuation Committee on illiquid marks; reviews material counterparty additions. |
Written AML program; KYC for all LPs and material counterparties; OFAC and beneficial-ownership screening; Corporate Transparency Act alignment.
Bolivian counterparties screened against ASFI AML requirements; in-country counsel maintains licensing and notification record.
OECD Due Diligence Guidance for Responsible Supply Chains applied to every Bolivia mineral package; chain-of-custody documentation maintained from origin.
GP Code of Ethics; personal trading restrictions; gifts/entertainment policy; FCPA training for all parties touching Bolivia transactions.
All Bolivia capital deployed via third-party escrow with staged release tied to verified milestones. No advance capital to exporter under any circumstances.
Annual GAAP-compliant audit by recognized third-party accounting firm. Independent valuation review on illiquid positions.
Delaware LLC & Fund I LP formation, engage legal counsel, CCO and Bolivia partners, finalize IPS & fund documents, FinCEN AML / KYC framework setup, bank accounts & escrow infrastructure.
Soft-launch to 10 anchor investor relationships, execute Bolivia Trade #001 ($250K – $500K via licensed exporter), build deal-flow CRM, complete first close.
Execute 4 – 8 high-conviction positions across verticals, expand counterparty network, deliver first LP quarterly statements and audited financials.
Realize first Bolivia trades, distribute proceeds, second close to expand AUM toward $15M, prepare for Year-2 audited reporting and Fund II positioning.
| Deliverable | Cadence | SLA |
|---|---|---|
| Quarterly Investor Letter | Quarterly | Within 30 days of quarter-end |
| Bolivia Operations Report | Quarterly | Within 30 days of quarter-end (filed alongside the LP letter) |
| Audited Financials (GAAP, PCAOB-registered firm) | Annually | Within 90 days of fiscal year end |
| Annual K-1 | Annually | By March 31 |
| Annual LP Meeting | Annually (from Year 2) | In-person or video; agenda circulated 14 days in advance |
| Deal-Level Notices | Per transaction | Same day for material events; co-invest offers per Co-Invest Term Sheet windows |
| Capital Call Notices | As needed | 10 business days' advance notice; wire instructions and use-of-proceeds detail |
| Distribution Notices | Per realization | Within 30 days of realization |
| Line | Target Coverage | Notes |
|---|---|---|
| Directors & Officers (D&O) | $5M – $10M | Side A coverage; broad indemnification framework |
| Errors & Omissions (E&O) | $5M | Investment management professional liability |
| Cyber | $3M – $5M | Includes social-engineering / wire-fraud rider |
| Crime / Wire Fraud | $2M – $5M | Funds-transfer fraud protection |
| Key-Person Life | $5M – $10M term | On the Founding Principal |
| Marine Cargo | Per voyage at full replacement value | Bolivia – Miami transit |
| Political Risk (Bolivia) | Case-by-case | Evaluated per material trade exposure |
| Provision | Mechanic | Source |
|---|---|---|
| Force Majeure | Performance excused for pandemic, war, government action, or extraordinary disruption to Bolivia operations or Miami refinery counterparties. GP must give prompt written notice and use commercially reasonable efforts to mitigate. | LPA §16.9 |
| Wind-Down Period | Three-year target Wind-Down Period after dissolution. Liquidator may be appointed by the LP Advisory Committee. | LPA §15.2 |
| Confidentiality of Bolivia Counterparties | Identities of Bolivian counterparties subject to enhanced confidentiality; disclosed to LPs only under NDA and on a need-to-know basis. | LPA §9.5 |
All vendors are presently in pre-engagement / shortlist status. Final selections will be made in accordance with the engagement schedule below and disclosed to LPs at first close.
| # | Counterparty / Vendor | Gates | Target Engagement |
|---|---|---|---|
| 1 | US Fund Counsel | First Close | Week 1 – 3 |
| 2 | Outsourced CCO | First Close | Week 1 – 4 |
| 3 | Bolivia Counsel | First Trade | Week 4 – 6 |
| 4 | Fund Administrator | First Close | Week 4 – 10 |
| 5 | Auditor | First Close | Week 6 – 12 |
| 6 | KYC / AML Vendor | First Subscription | Week 4 – 8 |
| 7 | US Operating + Capital Call Bank | First Close | Week 8 – 12 |
| 8 | Insurance Broker | First Close | Week 8 – 12 |
| 9 | Investor Portal / Data Room | LP DD Process | Week 4 – 8 |
| 10 | Bolivia Bank | First Trade | Week 12 – 18 |
| 11 | Escrow / Paying Agent | First Trade | Week 16 – 24 |
| 12 | Cyber / IT Stack | First Close | Week 4 – 10 |
| 13 | Sub-Line / Capital Call Facility | Post-Close | Month 7 – 9 |
| 14 | Tax Advisor | Ongoing | Week 8 – 12 |
Limited Partnership Agreement Investment Policy Statement Counterparty Shortlist Action Plan