Subscription is open to qualified, pre-existing relationships under Reg D 506(b) discipline. The General Partner reserves the absolute right to accept or reject any subscription, in whole or in part, in its sole discretion — including for reasons relating to AML/KYC, regulatory compliance, or strategic fit.
The Partnership is offered exclusively under Reg D 506(b) and operates under the §3(c)(7) exemption from the Investment Company Act of 1940. Every Subscriber must therefore satisfy both the Accredited Investor standard under Rule 501(a) and the Qualified Purchaser standard under §2(a)(51) of the ICA.
| Standard | Threshold | Source |
|---|---|---|
| Accredited Investor (natural person) | $1M+ net worth (excl. primary residence) or $200K+ income ($300K joint), or qualifying license | Rule 501(a), Reg D |
| Qualified Purchaser (natural person) | $5M+ in investments | ICA §2(a)(51) |
| Qualified Purchaser (entity) | $25M+ in investments under management, or all owners are QPs | ICA §2(a)(51) |
| Bad Actor screening | None of the disqualifying events under Rule 506(d) | Rule 506(d) |
The Investor Questionnaire collects representations sufficient to verify both standards. Subscribers satisfying the Accredited standard alone are not eligible for Fund I.
Capital commitment, tier designation, accreditation representations, and acceptance of LPA terms.
Mandatory companion document. Investor identification, accreditation evidence, source of funds, beneficial ownership, tax forms.
Government-issued photo ID (or entity equivalent), beneficial-ownership certification, source of funds, W-9 / W-8.
Anchor LPs may receive bespoke economic or governance terms — subject to MFN provisions in LPA §16.6.
Upon GP acceptance and the next Capital Call notice, wire funds per instructions provided directly by the GP.
Quarterly LP letter, annual K-1, annual GAAP-audited financials, and ad-hoc deal-level reporting on co-investments.
| Item | Applies To | Notes |
|---|---|---|
| Government-issued photo ID | Natural persons (or equivalent for entities) | Passport or driver's license; must be current. |
| Beneficial-ownership certification | All entity Subscribers | Consistent with the Corporate Transparency Act (CTA). |
| Source-of-funds documentation | All Subscribers | Bank statements, sale proceeds, or auditor confirmation as appropriate. |
| Tax forms | All Subscribers | Form W-9 for U.S. persons; appropriate Form W-8 series for non-U.S. persons. |
| Side Letter (if offered) | Anchor LPs | Subject to MFN; signed and returned with subscription pack. |
The Subscriber is required to promptly notify the General Partner of any change in the information provided, in accordance with Section 6.9 of the Subscription Agreement.
| Tier | Commitment Range | Mgmt Fee | Carried Interest |
|---|---|---|---|
| Tier 1 — Anchor LP | $5,000,000 and above | 1.50% | 17.5% |
| Tier 2 — Core LP | $1,000,000 – $4,999,999 | 2.00% | 20.0% |
| Tier 3 — Standard LP | $100,000 – $999,999 | 2.00% | 20.0% |
The Subscriber acknowledges that the Partnership will conduct multiple closings, with the Initial Closing anticipated in Q3 2026 and one or more Subsequent Closings during the Investment Period. Subscribers admitted at Subsequent Closings are subject to the Subsequent Closing True-Up under LPA §4.4.
Beyond the headline KYC items, the Investor Questionnaire collects the full set of representations LPC needs to admit you to the Partnership. Allow approximately 45 – 60 minutes the first time through.
| Section | What's collected |
|---|---|
| Subscriber Identification | 14 entity-type checkboxes (individual, IRA, trust, LP/LLC, corporation, foundation, family office, plan asset entity, etc.) + jurisdictional formation details. |
| Beneficial Ownership | Full beneficial-ownership table to natural-person level (CTA-compliant). |
| Source of Wealth & Source of Funds | Disaggregated narrative + supporting evidence (bank statement, sale proceeds, auditor letter). |
| Accredited Investor Categories | Categories (a) through (n) under Rule 501(a) — select all that apply. |
| Qualified Purchaser Categories | Categories (a) through (e) under ICA §2(a)(51). |
| Bad-Actor 506(d) Screening | Affirmative reps that no disqualifying events apply. |
| PEP Screening | Politically Exposed Person status, including 5-year lookback for self and immediate family. |
| Sanctions Reps | OFAC, EU, UK, UN comprehensive sanctions representations. |
| Tax Classification | FATCA classification (NFFE / PFFI / Model 1 / Model 2 / etc.); CRS classification; W-9 or appropriate W-8 series. |
| ERISA | Plan-asset analysis if subscriber is or includes employee benefit plan assets. |
| Bolivia Conflict Acknowledgment | Acknowledgment of Bolivia counterparty disclosure framework and enhanced confidentiality. |
| Investment Experience Matrix | Prior alternatives experience, sophistication self-assessment, advisor reliance. |
The Partnership will conduct multiple closings, with one or more Subsequent Closings during the Investment Period. To preserve fairness across closings, LPA §4.3 / Fee Schedule §2.5 require Subsequent-Closing LPs to true up as if they had been admitted at the Initial Closing.
| Component | Treatment |
|---|---|
| Retroactive Capital Contributions | Subsequent LP funds its pro rata share of all prior Capital Calls — paid into the Partnership at admission. |
| Retroactive Management Fee | Subsequent LP pays Management Fee accrued from the Initial Closing forward at its tier rate. |
| Catch-Up Interest | Subsequent LP additionally pays interest on the retroactive amounts at U.S. Prime + 2.0% for the period of late funding. |
| Credit to Existing LPs | Retroactive Mgmt Fee + interest amounts are credited to the existing LPs, not to the GP. |
Each Subscriber's commitment is binding. LPA §4.5 sets out a 10-business-day cure window from the date of a Capital Call notice. Failure to fund within that window triggers Defaulting Partner remedies that the GP may apply at its discretion, in any combination:
| Remedy | Mechanic |
|---|---|
| Forfeiture of Capital Account | Up to 50% forfeiture of the Defaulting Partner's then-current Capital Account, redistributed pro rata to the non-defaulting Partners. |
| Loss of Voting & Information Rights | The Defaulting Partner loses all voting rights, all consent rights, and (other than required tax reporting) all information rights for the remainder of the Fund. |
| Forced Sale | The GP may cause a forced sale of the Defaulting Partner's interest at up to 50% discount to fair value, with proceeds redistributed to the non-defaulting Partners after expenses. |
| Late-Funding Interest | If the GP elects to accept late funding in lieu of default, the late LP pays interest at U.S. Prime + 5.0% accrued from the original due date. |
These remedies exist to protect non-defaulting LPs from the dilution and execution risk a Capital Call shortfall would otherwise create. Subscribers should ensure committed capital remains available throughout the Investment Period.
| Provision | Effect |
|---|---|
| Subscriber Indemnification | Subscriber indemnifies the GP and the Partnership for losses arising from any breach of the representations in the Subscription Agreement or Investor Questionnaire. Indemnification is not capped at the Capital Commitment and survives dissolution of the Partnership. |
| Power of Attorney | Subscriber grants the GP a broad limited power of attorney to execute, on the Subscriber's behalf, tax filings (federal, state, foreign), regulatory filings (Form D, blue sky, FATCA, CRS), AML/KYC documentation, and any documents required to qualify the Partnership in additional jurisdictions. |
| Continuing Representations | Subscriber agrees to notify the GP promptly of any change in the information provided in the Subscription Agreement or Investor Questionnaire (Sub Agmt §6.9). |
| Confidentiality | Subscriber agrees to hold all information received from the Partnership in strict confidence and to use it solely to evaluate and monitor its investment. |
Subscription Agreement
Capital commitment, tier designation, representations, KYC requirements, closing schedule.
Investor Questionnaire
Mandatory companion to the Subscription Agreement.
Limited Partnership Agreement
Governing instrument of the Partnership. Working draft for counsel review.
Fee Schedule
Tier economics, hurdle, catch-up, clawback, and 100% fee offset mechanics.
Co-Investment Term Sheet
For LPs interested in deal-level co-investment alongside the Partnership.
This portal and the documents linked from it contain confidential information intended solely for the named recipient. Do not reproduce, distribute, or disclose without the prior written consent of Livio Payne Capital LLC. Nothing on this site constitutes an offer to sell or solicitation of an offer to buy any security. Any offer or solicitation will be made only by the definitive Subscription Agreement and related offering documents to qualified investors under Reg D 506(b).