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Fund accounting

Equalisation

Also called equalization, subsequent closing adjustment, late-closer interest, catch-up contribution.

Definition

Equalisation is the adjustment made at each closing after the first that requires incoming limited partners to contribute their pro rata share of capital already called, plus an equalisation interest charge set in the LPA, with the proceeds paid or credited to the LPs who funded earlier, so that all LPs hold the same proportion of every investment regardless of when they joined.

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Example

A fund holds a first close on $40M and calls 25%, or $10M. Six months later a second close adds a $10M LP, taking the fund to $50M. The new LP must contribute its 20% share of the $10M already called, or $2M, plus equalisation interest at the LPA rate of 8% a year for six months, which is $80,000. The $2M is paid out to the first-close LPs, restoring their unfunded commitment, and the $80,000 goes to them as compensation for having funded early. Every LP now stands at 20% called.

Confused with

True-up. A true-up is any correction that brings a fee or allocation back to the agreed basis. Equalisation is the specific mechanism for late closers, with its own interest charge.

Recallable distribution. The money returned to first-close LPs at equalisation is a rebalancing of contributions, not a distribution of proceeds. It increases their unfunded commitment and does not count towards DPI.

In practice

The LPA sets the interest rate, whether interest goes to the early LPs or to the fund, and whether late closers also bear a share of management fee already paid. Interest received is taxable to the LPs who get it, so the notice should state it separately. A common error is to equalise the investment contributions correctly but forget the fee and expense drawdowns.