LP commitment letter template.
Limited partner commitment / contribution letter for an Indian AIF — drawdown mechanics, side-letter slot, KYC + DPDP block, manager acceptance.
The LP commitment letter — also called the contribution agreement, contribution letter, or LP subscription document, depending on the manager — is the document that binds a contributor to the fund. It records the commitment amount, the drawdown mechanics, the LP's representations and warranties, the KYC and FATCA / CRS information, the DPDP consent, and the manager's acceptance. It is signed before the LP is admitted to the fund and is the document the fund administrator references on every capital call.
This template is the LP commitment letter for an Indian AIF — applicable to Category I, II, and III — drafted with the SEBI AIF Regulation 10 placement framework in mind. It assumes the LP has received the PPM (referenced by date and version), the contribution agreement (this letter), and any side letter being offered. It is sized at five pages so that an LP can read and execute it without a 60-minute lawyer call.
The commitment section covers the LP's name, KYC class (resident individual / HUF / domestic body corporate / FPI / non-resident / institutional), the commitment amount in ₹ (₹1 crore minimum per Regulation 10), and the LP's representation that they are an eligible investor. The drawdown section covers the call notice mechanism (typically 10 working days), the default consequences (interest, dilution of unfunded interest, forced transfer to a co-LP at discounted NAV — the standard Indian AIF cascade), the in-kind contribution treatment, and the carry tax pass-through framework where applicable.
The KYC block contains a full FATCA / CRS self-certification (mandatory for the manager's RBI-administered foreign tax-residence reporting), the source-of-funds declaration, the PMLA disclosure, and the contributor's beneficial ownership chain. The DPDP block contains the data fiduciary notice and the explicit consent for processing under DPDP Act 2023 — mandatory since 2024 and a common gap in older LP documents.
The side letter slot is a single page reserved for any individual side terms (a different fee rate, an enhanced consent right, a most-favoured-nation clause). The PPM's side-letter disclosure principle still applies — existence of the side letter is disclosed to all LPs, content is not. Manager acceptance, admission date, and a record of the commitment in the LP register close the document. Reviewed by a SEBI AIF specialist.
The whole document.
Every clause and schedule shipped in the DOCX. No surprises after you download.
- LP identification block — name, address, KYC class, PAN, jurisdiction
- Commitment amount and Regulation 10 minimum confirmation
- Drawdown mechanics — call notice, 10-working-day window, default cascade
- Default interest and forced-transfer mechanism
- Source-of-funds and PMLA disclosure
- FATCA / CRS self-certification block
- Beneficial ownership chain for entity LPs
- Tax residency confirmation and withholding consent
- Pass-through tax treatment acknowledgement (Cat I/II) or treatment notice (Cat III)
- DPDP Act 2023 data fiduciary notice and explicit consent
- PPM acknowledgement — date, version, receipt confirmation
- Side letter slot — one page reserved
- Most-favoured-nation clause toggle (default off, on at manager discretion)
- Key-person and removal-of-manager consent
- Manager acceptance, admission date, LP register reference
- Notice address and electronic delivery consent
- Governing law (Indian) and dispute resolution (Mumbai-seated arbitration default)
- Schedule — capital call format with worked example
Timing and trigger.
Issued to each LP after PPM delivery, signed by the LP, and countersigned by the manager when the LP is admitted to the fund. The drawdown mechanics activate from the date of manager acceptance, regardless of when the first call is made.
The sections it cites.
SEBI (Alternative Investment Funds) Regulations 2012 — Regulation 10 (placement and minimum commitment), Regulation 11 (PPM reference), Regulation 20 (manager obligations). Income Tax Act 1961 — Section 115UB (pass-through for Cat I/II), Section 115AD-type treatment for Cat III. FATCA / CRS reporting under Income Tax Rules 114F to 114H. PMLA 2002 and the manager's reporting obligations. DPDP Act 2023 — data fiduciary obligations and consent framework. Foreign Exchange Management (Non-debt Instruments) Rules 2019 for non-resident LP investments via Sch VIII.
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Honest disclaimer: this is a scaffold, not legal advice. It is reviewed by Indian practitioners but every filing should be reviewed by your own counsel before execution.
Documents that travel together.
Questions buyers ask.
Does this satisfy SEBI's 2020 standardised PPM template?+
The checklist is built around the 2020 standardised PPM template and the 2023 audit framework. It is the QC layer, not the PPM itself — your manager's compliance team and external counsel will draft the actual PPM (80–120 pages typically). The checklist ensures the disclosures are complete and aligned to the standardised sectioning that SEBI inspectors expect to find.
Is this template DPDP Act 2023 compliant?+
Yes — the LP commitment letter includes the data fiduciary notice and the explicit consent block required under the DPDP Act 2023 since 2024. Older LP documents executed before the DPDP rollout often lack this language; a periodic re-consent of the existing LP base is a common remediation.
Does this cover Cat I, II, and III equally?+
The checklist explicitly handles the differential disclosures — Cat III has additional risk, leverage cap, and benchmarking disclosures that Cat I and Cat II do not. The LP commitment letter is largely category-agnostic, but the tax treatment block flips between pass-through (Cat I/II) and entity-level (Cat III) — both versions are included.
Has this template been reviewed by a practitioner?+
Yes. Templates are drafted by our editorial team with input from Indian practitioners across corporate secretarial, valuation, and AIF practice. That said, every filing should be reviewed by your own counsel before execution. This is a scaffold, not legal advice.
Can I customise it?+
Yes — open the PDF in any editor that supports text extraction (Word, Google Docs, Pages all paste cleanly from the PDF), or use it as a structural reference for your own draft. Sections are organised modularly so you can keep what applies, swap defaults where flagged, and slot in your facts. Annotations note which clauses are negotiable and which are statutory minimums you can't drop. An editable .docx version is on the roadmap.
Or skip the template
and run the workflow.
See how Fund OS runs LP onboarding, capital calls, and PCS-2. The template gets you to the first draft; Kapitalyze gets you to the filing, the register update, and the audit trail in one workflow.