Defining and enforcing key person time and attention standards in private market funds

In private markets, key person provisions ensure that named senior individuals remain actively involved in managing a private market fund. The core issue for investors is not merely naming key personnel in the limited partnership agreement (LPA) but ensuring that those individuals meet meaningful and measurable standards for time and attention.

The real test for investors is how to define and police these subjective key person time and attention expectations – particularly as executive roles evolve across different fund stages and structures.

LPA drafting examples: navigating subjectivity

LPAs vary significantly in their approach to key person time and attention standards, reflecting the evolving responsibilities of senior executives across fund structures. Common drafting formulations include:

• ‘Substantially all’: Typically denotes near-exclusive focus and is most prevalent during the investment period (IP)

• ‘Consistent with partnership objectives’: A softer standard, allowing for greater flexibility as fund activities shift post-investment period

• ‘Majority of time’: Offers a measurable but still subjective benchmark

• ‘Active involvement’: Implies ongoing engagement but is difficult to enforce objectively.

For example, an LPA might state: ‘Each Key Person shall devote substantially all of their business time and attention to the operations of the Fund during the Investment Period.’ Alternatively, post-investment period language may read: ‘Key Persons shall remain actively involved in the management of the Fund, consistent with the partnership’s objectives.’

Based on Preqin Term Intelligence analysis of private market fund LPAs, Fig. 1 highlights how time and attention standards are typically drafted across asset classes.

Fig. 1: Key person time and attention standards across asset classes

_{Source: Preqin Term Intelligence, as of February 2026}

During the investment period (IP), or ‘inside’, the stricter time and attention standards, for example, ‘substantially all’ are dominant, especially in private equity and real estate funds. Both Group 1 (typically senior investment decision-makers) and Group 2 (generally broader or more specialized leadership roles) executives in private equity are expected to meet this standard, while real estate funds apply ‘substantially all’ primarily to Group 1, with more flexibility for Group 2.

Infrastructure funds show a split, employing either ‘substantially all’ or ‘consistent with partnership objectives’ depending on the period. This concentration of stricter drafting during the IP reflects market consensus: investors are most exposed to execution risk when capital is actively deployed and require heightened assurance of senior attention.

Post-investment period, or ‘outside’, the landscape shifts. Funds generally relax time and attention requirements, recalibrating them to reflect the fund’s transition into asset monitoring or harvesting phases. ‘Consistent with partnership objectives’ becomes more common in infrastructure funds, likely due to longer asset hold periods and operational demands.

Real estate funds show a pronounced move from strict standards to more flexible expectations for less senior roles. These trends underscore the need for nuanced enforcement mechanisms tailored to fund type and executive seniority.

Key person event triggers beyond time and attention

In all asset classes, ‘devotion of time and attention’ is the predominant trigger for activating investor protection, particularly for Group 1 executives (Fig. 2). Time and attention is not, however, the sole trigger. Other triggers – such as change of control and bespoke ‘other’ events – also appear with varying frequency, reflecting the specific governance priorities across the asset classes.

For example, change of control provisions, though less common than time and attention triggers, are integrated into a significant minority of LPAs, providing investors with a mechanism to respond swiftly to major shifts in fund stewardship or ownership.

Fig. 2: Key person event triggers across asset classes

_{Source: Preqin Term Intelligence, as of February 2026}

Notably, key person improper conduct is rarely included as a standalone trigger in real estate funds and is omitted altogether in infrastructure funds. Preqin Term Intelligence indicates that a large proportion of funds permit GP removal where a key person engages in improper conduct, offering investors an important accountability tool alongside softer time and attention standards.

Conclusion

The evolving standards for key person time and attention across asset classes highlight a market preference for stricter benchmarks during the investment period, shifting to more flexible expectations as funds mature.

Investors rely heavily on these provisions to mitigate execution risk and safeguard their interests, particularly when capital is actively deployed. The inclusion of additional event triggers – such as change of control and improper conduct – further reflects the nuanced governance needs and accountability measures required by different fund types.

Preqin Term Intelligence data underscores the importance of tailoring key person provisions to both the operational realities of each asset class and the seniority of fund executives, ensuring effective investor protection throughout the fund lifecycle.

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_{The opinions and facts included within the above do not constitute investment advice. Professional advice should be sought before making any investment or other decisions. Preqin accepts no liability for any decisions taken in relation to the above.}