These are the companion files of How to Read a Limited Partnership Agreement by Julian R. Sterling.The book on Amazon →
One Excel workbook with no added inputs at all: chapter 11’s clawback, worked to the escrow that actually covers it. Around it, the same model blank plus a fee and waterfall model for your own fund, thirteen working documents to print, forty questions that mark themselves, and three cases the book does not work. All free. Nothing is gated behind a sign-up, and no email address is asked for.
Seven workbooks, the printable documents and the read-me. Each group below can also be
downloaded on its own. Last revised 23 September 2026.
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The two negotiations the chapter recommends pull against each other. Lowering
the assumed tax rate from 45 to 37 per cent raises the obligation from 13.20 to 15.12
million — the point of doing it. The escrow does not move. So the uncollateralised balance
rises from 6.00 to 7.92 million, an increase of 1.92 — which is
precisely the 1.92 million the chapter says the tax argument is worth.
Every dollar won on the assumed rate lands, in full, in the uncollateralised
column. The investor holds a larger claim and is no better secured. Not an argument
against winning the tax point; an argument for never winning it alone.
The rule, in one line. Uncollateralised = C × max(0, (1 − t)
− e), which is zero whenever e ≥ 1 − t. It does not depend on
the size of the fund or how badly it performed. A gross clawback needs a 100 per cent
escrow; a 45 per cent clause needs 55; a 37 per cent clause
needs 63 — which inverts the intuition, because the more generous net-of-tax assumption is
the one that needs the smaller escrow.
“Fifty per cent rather than thirty roughly doubles the protected amount”
— it multiplies it by five thirds. 7.20 to 12.00 is 1.67 times,
not two, and the chapter overstates the gain by a third in the sentence recommending the
negotiation. It matters because the protected amount is capped by the obligation, and the
chapter discusses thirty and fifty without ever naming fifty-five, past which
every further point is dead money held against nothing.
The four backstops are one mechanism and three beliefs. The chapter ranks
escrow, personal guarantees, a management company guarantee and a bare obligation, and says the
guarantees depend on solvency “nobody can assess in advance”. So they are the escrow
plus three beliefs about one number. At a 30 per cent escrow the honest answer to what
will be recovered is anywhere between 7.20 and 13.20 million —
forty-five per cent of the obligation riding on the unknowable. At 55 it is 13.20 either way.
And that prices the third recommendation. An interim clawback test changes the
probability of collection, never the obligation, and probability only operates on the residual.
On a 55 per cent escrow an interim test is housekeeping. On a 30 per cent
escrow it is worth up to 6.00 million — the figure to put in front
of a manager who calls it an administrative burden. Twenty-nine checks.
Change the assumed tax rate on sheet 1 and watch sheet 5. Then change the escrow. Those
two cells are the entire negotiation, and the rule connecting them is one line long. Then put your
own carry figure in and everything rescales, because the whole result is proportional to it.
What the arithmetic does not settle
It cannot tell you the probability that an uncollateralised balance is collected eight years after
the carry was paid, and that is the point rather than a limitation: the chapter is right that nobody
can assess it in advance, and the workbook’s answer is to bound the recovery between the
escrow and the obligation and show how much of the range that unknowable actually governs. Nor can
it read your escrow release language — an escrow released on a schedule rather than on the
clawback position is not the instrument modelled here.
The same models, for your own fund
Two workbooks with every input emptied. The checks sheets count what is still missing and test what holds for any inputs.
Chapters 7 to 11 · Appendix F
A blank clawback model, and the fee and waterfall
The clawback workbook with its inputs emptied: your carry paid and due, escrow and the two tax rates. And a new file for the two calculations the book says nobody does: the fee total over the fund’s life, from the rates, the bases and the step-down, and a whole-fund waterfall built from your own calls and distributions, year by year, with the four running balances of Chapter 10 and its four tests.
The book’s figures are listed in a text file inside the archive. Type them back in and the files return a 6.00 uncollateralised balance, 71.35 of fees, 485.85 drawn and 78.83 of carry.
Thirteen pages to print and use. A4, with margins wide enough for US Letter.
Chapters 2 to 19 · Appendix B
Thirteen working documents
Each chapter ends with a page to fill in; these are those pages, with the tables the text describes. The map: seven facts, six dates and one number. The mandate and investment period, three questions per restriction. The commitment page with a stressed call profile. The fee page with the total computed year by year. The expense review in four steps, with the prior funds’ actuals. The carry page and the waterfall on two outcomes, with the four tests. The clawback: six answers and the recovery. Key person and removal, read against the investor register. The remedies page. Conflicts, valuation and reporting, with the computability test. Transfers and the side letter pack tabulated. The thirty red flags. And the one-day review with the ranked negotiation list.
A workbook that marks itself. Answer in the yellow cells; the marking fills in as you go.
All parts of the book
Forty questions on the book
Seven on structure, mandate and term, eight on the economics, seven on the clawback and governance, seven on conflicts through side letters and the one-day review, five on the appendices and red flags, and six on the three cases below. Numbers are marked to a tolerance, multiple choice to the letter, and the score sheet counts your errors part by part: that is your revision list.
Nothing is hidden. The marking sheet holds every answer, every tolerance, and the reason for each answer.
New material, not a restatement. Three situations the chapters name and never take to a number. Each case is one workbook: the note is the first sheet, the model is the rest, and a checks sheet closes it. Type your own figures in and every finding recomputes.
Chapters 9 and 10 · Case one
Where the carry switches on
The worked fund’s whole-fund waterfall, run from 1.00x to 3.00x instead of at one outcome. Carry switches on at 1.91x and the catch-up completes just above 2.05x: in between, about 57 of distributions go entirely to the manager and the investors’ net return is pinned at the 8 per cent hurdle. The book’s 2.2x outcome clears the catch-up by 0.15x. A hard hurdle would pay 27.25 instead of 78.83; a preferred return that skips fee and expense contributions moves the switch-on to 1.80x. The book’s IRRs cannot be checked: it prints no dates.
Chapters 6, 7 and 11 · Case two
The fee clause, line by line
What each clause moves on the 71.35. “Each additional year of the investment period is worth ten million” holds only if every exit slips with it; if realisations stay put it is 3.00. A post-period base of commitments adds 22.40, not “roughly twenty”. And Chapter 11’s “same fund” exits on a schedule that gives a fee of 64.00 and 478.50 drawn, not 485.85: the clawback conclusion stands, the reused figure does not.
Chapters 3 and 5 · Case three
The facility the IRR likes
A one-year subscription line at 5 per cent on the worked fund. The investors’ net IRR rises 0.95 points, the multiple falls from 1.649x to 1.580x, and the interest is 24.29. The effect neither chapter mentions: the preferred return accrues from contribution, so calling later lowers the hurdle: carry switches on at 1.85x instead of 1.91x. If the line cannot be renewed, the fund calls 93.7 at once.
nothing in the book’s workbook: every input is a figure the chapter states. The cases and the waterfall model add dates, which the book never gives, and mark them ADDED
Checks sheet
twenty-nine controls — eight reproduce the chapter before anything is questioned
The fund and its five investments are the book’s own and fictional, as they are in the book.
This is not legal advice, and no workbook substitutes for reading the agreement.
Opening the file
The workbook opens in Microsoft Excel, LibreOffice Calc, Google Sheets and Numbers. It uses no
macros and no add-ins, so nothing needs to be enabled or trusted. If your spreadsheet asks to
update links on opening, decline — there are none.
What changed, and when
23 Sep 2026
Added: the clawback model blank, a fee and waterfall model for your own fund with the four tests of Chapter 10, thirteen working documents, forty questions that mark themselves and three new cases. The workbook can now also be downloaded on its own; it is unchanged.
Articles on this book
What a clawback actually collateralises24 million recovers 13.20 net of tax and 7.20 is escrowed. The rule is e ≥ 1 − t, and every euro won on the tax clause lands uncollateralised.
How much does a fund term extension cost the LPs?Fees and expenses over the extra years, against the NAV left. Two years at 1.5% on 100 of cost cost 4.00, 3.33% of a 120 NAV; the assets must grow 13.83% a year.
What does a no-fault removal of the GP cost the LPs?Fee compensation plus any carry paid twice. On a $600m fund: $12.0m with the replacement paid from forfeited carry, $57.36m if it takes a full 20 per cent too.
Closing the DealTwo defensible bridges 20.70 million apart, a peg worth 7.00 million, and the six choices that remove 6.60 of a 12.00 earn-out.
CMBS and CRE CLOsWhere the loss actually lands, from appraisal reduction to realised severity, and what the B-piece is really being paid for.
How to Read a Commercial LeaseThe three refinements chapter 19 names and never performs, and the renewal rate below which the mark-to-market is worth nothing.
How to Read a Credit AgreementWhere the default actually comes from, the cure that costs 5.5 times the other, and the capacity nobody adds up.
How to Read a Real Estate Loan AgreementThe cure ratio in closed form, the four-point window in which the cheap cure works, and the cure sized to the wrong threshold.
Office Real EstateA six per cent yield that returns 3.2 per cent once the re-letting cycle is paid for, and the headline-to-net-effective rent arithmetic.
Private Equity Real EstateBoth worked waterfalls to the dollar, the two capital stacks, and the arithmetic of the promote made changeable.
Private Markets PerformanceThirty-one of the thirty-three figures chapter 19 publishes reproduce exactly — and the two that do not are named rather than quietly adopted.
Raising a Real Estate FundThe chapter 17 funnel run on a calendar — when the first close actually lands, and why more travel does not help.
Real Estate FinanceFour people look at one building and reach four numbers; the lender is whole only above 105,109,489, twelve per cent below today’s value rather than forty.
Real Estate Financial ModelingProperty, development and fund models built line by line, and the modelling test worked end to end.
Real Estate Fund ManagementThe waterfall of 6.11, the build-to-core of 8.7 and the proceeds gap, reproduced as live formulas rather than asserted.
REIT Analysis and ValuationFFO of 532.0, AFFO of 381.0, net asset value and dividend safety — every figure a formula you can change.
Retail Real EstateThe occupancy cost of every unit in a centre, the sixteen per cent of the rent roll no tenant can sustain, and the right-size-convert-or-hold decision priced.
Sale and LeasebackA €179.5 million transaction end to end, with rent cover measured on the entity that actually signs the lease.
Self-Storage Real EstateThe cohort engine behind a 590-unit store, and the rate increase on existing customers priced against the move-outs it causes.
The Fund Finance ProfessionalChapter 8 builds the reported-to-eligible NAV bridge; chapter 9 computes every ratio without it. Two points at every state — and what a subscription line does to the IRR.
The Growth Equity InvestorWhat a pro rata cheque really costs, and the band where defending your ownership loses money.
The Private Credit InvestorThe two coverage ratios are not measured on the same thing: the erosion is 47.7 per cent, not the 28.7 the headline implies.
The Private Equity Fund Controller PlaybookThe book defines IRR, DPI, RVPI and TVPI, tells you to update them at the exit, and prints not one value. Computed: a 1.833× deal inside a fund at 0.892 TVPI.
The Venture Capital AssociateWhat defending a position costs, and how many companies a reserve pool actually defends.
Financial Risk ManagementA fund inside every limit that cannot meet a redemption — and the number that decides it is the one with no currency attached.
Business ValuationThree advisers land 26.8 per cent apart on one company, and the whole gap turns out to be 1.96 points of perpetual growth.
Quantitative FinanceThree models agree to a quarter of one per cent about a number that one unobservable input moves a hundred and three times as much.
Asset ManagementFour people quote four returns for one mandate, all correct and 2.7017 points apart — forty-eight times the manager’s net skill.
Alternative InvestmentsA manager reports 13.29 per cent and the endowment earns 6.26 — both correct, and only a third of the advertised advantage arrives.
Credit AnalysisFour defensible EBITDAs on one borrower give leverage from 3.19x to 6.47x — and the add-back argument is fifty times the covenant headroom.
Venture CapitalOne company out of twenty-eight returns 56.7 per cent of the fund, and half the capital goes in after the decision — at half the return.
Machine Learning for FinanceFive people quote the accuracy of one credit model, all five are right, and the number that decides how much money it makes is none of them.
Commercial Real Estate InvestingThe equity earned 8.6647 per cent and the investor received exactly 8.0000 — the preferred return, and nothing above it.
Mergers and AcquisitionsThe board paper says the deal creates 13,436,667 of value. The arithmetic says it destroys 17,530,855. Nobody is lying.
DerivativesThe treasury report says the hedge cost 1,233,698. That is the interest differential, not a cost.
Treasury ManagementFive cash balances for one company, all correct and 145,600,000 apart — and the revolver that is two-thirds of the liquidity leaves at a revenue fall of 8.4127 per cent.
Financial Planning and AnalysisRevenue 3.0190 per cent above budget and operating profit 16.3209 per cent below it, in the same quarter, with every figure correctly stated.
Energy TradingA position report that is 91.7031 per cent hedged and correctly computed, on a book that is short 2,542,000 MWh — and a margin call of 198,400,000 the next morning.
Construction Cost ControlA contract sum of 26,301,102 became a final account of 29,153,363 on the building that was drawn — and 85.8 per cent of what was lost was knowable on the day it was signed.
Pricing StrategyA list price of 148.00, a pocket price of 112.51, and the nine deductions in between — with what one point of price is actually worth.
Trade FinanceSix routes to payment on one 4,200,000 export order cost between 178,040 and 223,268, a spread worth 14.8 per cent of the margin, and a day of buyer credit costs 1,031.76.
Cost AccountingOne factory costed twice on the same 13,440,000 of overhead, and 4,053,091 moves between four product families.
Contract ManagementA bid 5.50 a unit cheaper, signed on paper worth 9.81 a unit more — and 94.68 per cent of it was knowable on the day of signature.
Capital MarketsFour defensible readings of one bond, the cost of an issue under each convention, and the placement discount computed at a constant discount.
Financial RegulationThree ratios pass and the fourth is in breach by 1,956.0 million: the output floor, the liquidity buffer after encumbrance, and the loan split.
Bank ManagementFour defensible readings of one balance sheet, the deposit beta measured two ways, and the liquidity that lasts 3.9 days.
The Real Estate WorkoutFour ways out of one broken loan, discounted to today, and the 58.7 cents at which a payoff beats enforcement.
Go beyond the companion files
How to Read a Limited Partnership Agreement develops the complete framework behind these models, with the assumptions, trade-offs and worked examples tied together.
These files accompany How to Read a Limited Partnership Agreement. The book is on Amazon.
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