Capital Call Notice Template for GPs
Four documents and three sheets that allocate each tranche of a call across its own basis, then reconcile the wires back to the notice.
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Capital Call Notice
[Fund], L.P. — Notice of Capital Call No. _
To: [Limited Partner]
Notice date [date]. Funds due [date]. Each part of the call is allocated on a stated basis, and where two bases apply the notice says so instead of presenting one percentage.
1. What this call is for
| Purpose | Amount | Allocated across |
|---|---|---|
| Investment | — | — |
| Management fee | — | — |
| Fund expenses | — | — |
| Total called | — | — |
2. Your share
| Line | Amount |
|---|---|
| Commitment | — |
| Called by this notice | — |
| Percentage interest applied | — |
3. Unfunded commitment, and why it is not commitment less contributions
| Term | Amount |
|---|---|
| Commitment | — |
| Less contributions to date | — |
| Plus distributions subject to recall | — |
| Less amounts permanently released | — |
| Unfunded commitment | — |
Four terms rather than two. A register carrying the two-term version disagrees with the notice the moment anything becomes recallable.
4. Wire instructions
Bank, beneficiary, account and reference. Any change is confirmed on a separate channel rather than announced inside the notice.
A 250 million dollar fund calls 39,902,500.00 across 15 partners. The notice prints 15.9610% of commitment, and that figure is wrong for every one of them. One investor excused from the investment under a side letter has split the call into two tranches with two bases. The 14 participating partners are at 16.9440% of their own commitments, and the excused partner is at 0.5610%. That is a spread of 1,638 basis points on a single notice, and no incumbent template carries the column that would show it.
Page one for this query is uniform. A sample notice from ILPA, a few law-firm PDFs, and a long tail of pages reproducing the same four blocks: commitment, prior contributions, unfunded commitment, amount due. The worked samples all derive unfunded commitment from commitment less contributions. That identity has four terms rather than two, and here the two missing ones are worth 32,000,000. The assumption then travels into the quarterly package, because the capital account statement inherits it.
Then the cash arrives 1,692,430.21 short of the notice, and every dollar of the gap is classified rather than plugged: one partner who did not fund, one correspondent bank fee of 35.00, one remitter rounding up by 2,002.66. The 15 capital accounts roll forward to 158,251,963.12, which is net asset value to the cent. A notice is a statement of fact to a fund investor under Rule 206(4)-8, and ILPA now asks for each transaction component separately.
What is in the pack
Capital Call Notice
The component table comes first, each line carrying the partners it is allocated across and the basis it is divided by. Then the recipient's own share, its own percentage of its own commitment, and the four-term unfunded commitment reconciliation.
Distribution Notice
Return of capital separated from profit, with the recallable amount designated on the face of the notice and the recycling headroom it consumes. Allocated on contributed capital, read out of the agreement the way the actual waterfall mechanics have to be.
Default and Shortfall Communication
The letter to the partner who did not fund, the recall notice to the partners covering it with each component on its own basis, and the interest calculation held as partnership income rather than credited to anybody's capital account.
Commitment and Called Register
One row per partner carrying commitment, contributions credited, recallable distributions, recycling headroom and unfunded commitment on both identities, so the gap between the two-term and four-term figure is a column rather than an argument.
Wire Reconciliation
One row per wire against the notice it answers, with the value date and the credited date held separately, and every variance assigned a class from a closed list of six rather than a free-text comment nobody can count.
Capital Account Roll-forward
Opening account, contributions credited, distributions, fees, income and default interest per partner, closing to a total that has to equal net asset value. Where the portfolio's reported figures eventually land, what the year-end audit file is scoped against, and where the K-1 tax package reads its ownership timeline from when a partner transfers mid-year.
Every number on a notice names its basis
The space rule. Four allocation bases, four unfunded commitment terms, six variance classes and two dates on every wire. Nothing is printed until the set of partners it is divided across has been written down.
How it works
- 1
Read the agreement for what decides the basis
Excusal and exclusion rights, overcall and shortfall mechanics, default interest and cure period, recycling caps, fee offset treatment and the rounding convention. Each one names a set of partners.
- 2
Build the register on the four-term identity
Commitment, plus recallable distributions inside the recycling cap, less contributions credited, less anything held as a subscription credit. In the worked example the two-term version is short by 32,000,000.
- 3
Allocate one tranche at a time
Each amount divided by its own basis, applied to each participating partner's commitment, rounded to the cent with the residual assigned by a stated rule. Every tranche sums to its stated total exactly.
- 4
Reconcile the cash, then roll to NAV
Every wire classified against its notice with both dates recorded, then the capital accounts rolled forward until their total equals net asset value on the fund's own statement of assets and liabilities.
Frequently asked questions
Is it not standard to print one percentage of commitment on a call notice?
It is standard, and it is only correct when every line in the call is allocated across the same partners. One excused investor breaks that. In the worked example the aggregate 15.9610% is wrong for all 15: by 98 basis points for the 14 participating partners and by 1,540 for the excused one.
Why is unfunded commitment not just commitment less contributions?
Because recallable distributions restore it, up to the recycling cap, and because contributions are credited when cash arrives rather than when a notice is issued. The two-term version here says 111,400,000 and the correct figure is 143,400,000. A fund managing dry powder off the first one turns down deals it could fund.
What happens to a wire that arrives for the wrong amount?
It gets a class from a closed list, not a comment. A correspondent bank fee of 35.00 reduces the contribution and raises unfunded commitment by the same amount. A remitter rounding up by 2,002.66 creates a liability of the fund rather than a contribution, so cash received exceeds contributions credited.
Does this replace the fund administrator?
No. The administrator keeps the books and this reconciles to them. The roll-forward closes on net asset value from the partnership's own statement, so a disagreement surfaces as a named break rather than getting absorbed. The quarterly LP package sits downstream of it.
Why does percentage interest matter after a single call?
Because it decides how the next distribution is allocated. Here the excused partner drops from 6.0000% of net asset value to 4.5420% and the defaulting partner from 4.0000% to 2.9911%. Allocating on commitment percentage from there overpays both of them out of the other 13 partners' proceeds.
Does it decide whether to declare a default or grant an excusal?
No. Those are the general partner's decisions under the agreement, and counsel papers the consequences. This computes what each decision does to the notice, the register and the capital accounts, and reports a cure period expiring while the decision is still open.
Where does the investment the call is funding come from?
From whatever the partnership already approved. The notice states the purpose and the authority clause, and the investment tranche carries the participating set that the excusal analysis produced. The committee memo is the document that decided it, and the call is what funds it.
Find out what your last call notice actually said
Send the partnership agreement and side letters, the commitment schedule, and the bank record for the call account. The first pass allocates one call and reconciles it.
Draft my call notice