Most capital calls give LPs ten days to pay

What is the capital call notice period?

The capital call notice period is the minimum time a fund must give an investor between its notice and the due date, and the fund’s governing agreement (a partnership or LLC agreement) or its subscription document sets it. In 47 public documents for funds offered to outside investors it runs from 5 to 15 days, with 32 at exactly 10: usually 10 days, and as few as 5.

This page belongs to the capital calls and distributions hub. The figure comes from Unmatched Capital’s data set of capital call notice periods, which reads the notice clause in 59 fund documents filed with the US Securities and Exchange Commission. Twelve of the 59 belong to employee and co-investment vehicles, whose investors are the sponsor’s own staff and partners, and the data set reports them apart. The same document may call the notice a drawdown notice, and a later section covers the names.

The period is a contract term. The law-firm wiki private.law says capital call timing is regulated by the limited partnership agreement, typically 10 to 20 business days, and that the agreement and any side letters set an investor’s obligations alongside the governing law. The data set adds a caveat that matters for any one investor: each figure is what the document says the manager will give, and a side letter or a later amendment can change it. An investor’s own clock is in the agreement, side letters and amendments it signed.

How many days is the notice, and are they business days or calendar days?

Forty-six of the 47 outside-investor documents give 10 days or fewer. Of all 47, 36 count business days, 7 count calendar days and 4 do not say. The one document above 10 is a prospectus for TIAA-CREF U.S. Real Estate Fund I, L.P. that says capital is called “generally” on not less than 15 days’ notice. The 47 values are seven 5s, three 7s, four 8s, thirty-two 10s and one 15, so the median is 10 (Unmatched Capital’s calculation from the data set).

Day basis	Documents	Range	Median
Business days	36	5 to 10	10
Calendar days	7	10 to 10	10
Not stated	4	7 to 15	10

Ten business days is 14 calendar days when the notice goes out on a weekday, the day of delivery is not counted and no public holiday falls inside the period (Unmatched Capital’s arithmetic), while ten calendar days is 10. Counting rules vary: the Caduceus agreements set the due date at least ten Business Days “from and including” the day the notice is delivered, so a notice delivered on a Monday can fall due on the Friday of the following week, 11 calendar days later. Twenty-three of the 36 business-day documents say ten business days, and every calendar-day document says ten calendar days, so two funds that both promise “10 days” can be four calendar days apart.

Seven documents give the shortest period, five business days: Goldman Sachs Private Middle Market Credit II LLC, Goldman Sachs Middle Market Lending Corp. II, Redwood Enhanced Income Corp., Franklin BSP Real Estate Debt BDC, AB Commercial Real Estate Private Debt Fund, LLC and the two Parkway Properties office funds. Some figures are also softer than they look. Monroe Capital Asset-Backed Finance Company, LP promises only that it will use its best efforts to give ten business days, two documents let the adviser set a shorter period, and one lets the investor waive the notice in writing. Five rows come from a prospectus or registration statement that says the fund will “generally” give the notice, which describes practice and is weaker evidence than a clause.

Thirty of the 47 funds are private business development companies (BDCs), and the two private equity funds date from 2000 and 2003. The data set holds no partnership agreement from a recent buyout or venture fund, so it says nothing about notice in those funds. It is a convenience sample, not a survey. Every document in it was filed with the US Securities and Exchange Commission, so it shows what funds offered through US filings say, and nothing directly about funds formed and offered elsewhere; for those, the guides in the next section, such as Ogier’s paper on Cayman Islands fund financing, are the evidence read for this page. Several documents are versions of one law-firm template, and four pairs of funds from the same sponsor give the same figure, so the rows are not 47 independent observations; counting each pair once leaves 43 documents with the same range and median.

The 12 employee and co-investment vehicles run from 3 to 30 days, with five at 3 and two at 30. Their terms are set for a sponsor’s own people, so they say little about what an outside investor is offered.

Why do guides give 10 to 14, 10 to 15 or 10 to 20 days?

The guides state a range, and none of the passages on notice read for this page says how many documents the range comes from. They also disagree with each other, and only some say which kind of day they mean.

Source	What it says	Day basis given
Kubera, a net-worth tracking software company, undated	A rule of thumb of 10 to 14 days; a template deadline of 10 to 15 business days	Both, in different places
Ogier, a law firm, 3 August 2020	An LPA will often allow 10 to 15 business days to pay after a call	Business
private.law, a law firm, updated 18 October 2026	Typically 10 to 20 business days	Business

Read against the measured sample, the lower end of each range matches the median of 10. The upper ends barely appear: only one of the 47 documents, the TIAA-CREF prospectus at 15 days, gives more than 10, and none gives 14 or 20. Two readings fit, and the data cannot choose between them. The guides may be describing larger buyout and venture partnership agreements, which the sample does not hold, or they may be describing the time an LP has in practice, whatever the clause says. Ogier, for example, describes the time to pay after a call, which the data set records as the notice period.

Two conclusions follow: “10 days” is what the clauses in the sample say, and no source read for this page shows a count behind a range above 10.

Is a drawdown notice the same as a capital call?

A drawdown notice and a capital call notice are the same kind of document under different names: the fund’s written instruction to an investor to pay part of its commitment by a stated date. The call is the demand and the notice is how it is delivered, and each fund document picks its own defined term.

The filings show three names for the same step. Owl Rock Technology Finance Corp.’s subscription agreement says the company will deliver each Drawdown Notice at least 10 Business Days before the Drawdown Date, and calls the amount due a Drawdown Purchase Price. SLR Private Credit BDC II LLC’s agreement requires Funding Notices no later than ten Business Days before a “Drawdown”, and Monroe’s subscription agreement speaks of a capital call notice. Within a document the words are not loose. The notice period runs from the defined notice, the due date has its own defined name (“Drawdown Date”, “required funding date”), and the cure period runs from one of them or from a later written notice of failure.

One practical point follows from the wording: the clock starts when the notice is delivered, and some documents let delivery be electronic. AIP Private Equity Opportunities Fund I A LP’s registration statement says capital is generally called on at least ten business days’ notice “including via e-mail”, and on five business days for a call tied to a closing, a shorter clock than the ten the data set records for it.

What happens if an LP cannot pay by the due date?

In at least 32 of the 47 outside-investor documents, the fund’s default remedies wait for a cure or grace period of 5 to 20 days, so the fund cannot use them on the due date itself. By Unmatched Capital’s count of the quoted wording, six give five business days, eighteen give ten business days, three give ten calendar days, four give ten days without a basis and one gives 20 business days. Fifteen documents show no cure wording, and a blank cell does not mean the document is silent: a check found cure wording in at least three documents whose cure cell is blank. The starting point also differs. Some periods run from the due date and others from the fund’s written notice of the failure.

What the fund may do once the cure period ends is whatever the document lists. Four documents show the range.

Document	Notice	Cure	What the document lets the fund do
Owl Rock Technology Finance Corp., 2018	10 Business Days	Uncured for 10 Business Days	Bar further share purchases; offer the investor’s shares for sale at the lesser of net asset value and the highest price reasonably obtainable; call other investors for the shortfall
Goldman Sachs Private Middle Market Credit II LLC, 2019	5 Business Days	Unpaid for ten calendar days	Bar further purchases; transfer 25% of the investor’s units to other holders, or cancel units to cut the investor’s net asset value by 25%, as liquidated damages; recover costs
AB Commercial Real Estate Private Debt Fund, LLC, 2021	5 Business Days	5 Business Days after written notice of failure	Charge Bloomberg Prime Rate plus 2%; forfeit all or part of the units; end voting rights; admit a new member to take the unfunded commitment
AIP Private Equity Opportunities Fund I A LP, 2019	Generally 10 business days	No cure wording found	Charge interest at 8.0% a year from the missed payment date; charge expenses and losses; exclude the investor from future calls

These clauses protect the investors who did pay. In the Owl Rock, Goldman and AB documents the fund may require the other investors to cover a shortfall up to their remaining commitments, so a manager who enforces the remedies is acting for those investors. Interest wording appears in only 10 of the 47 documents, and the data set cannot say whether a blank means no interest or an offering document that the exhibit does not show.

Can an LP refuse a capital call?

Under the documents and law read for this page, an LP generally cannot refuse a valid call: the commitment is a binding promise, and non-payment is a default. Delaware’s limited partnership statute, section 17-502, begins “Except as provided in the partnership agreement” and then makes a partner obligated to the limited partnership to perform a promise to contribute. “Unless otherwise provided in the partnership agreement”, that obligation may be compromised only by consent of all the partners, and the partnership agreement may set penalties for failure that include reducing or eliminating the defaulter’s interest, forced sale and forfeiture. Monroe’s subscription agreement treats the investment amount as a binding capital commitment.

Two routes exist where a particular call is not payable, and both turn on the agreement. The first is a condition. The same section says a conditional obligation may not be enforced unless its conditions have been satisfied or waived, and treats contributions payable on a discretionary call as conditional until the call is made. On Unmatched Capital’s reading, a call that does not meet the agreement’s own conditions is therefore open to challenge. Whether a notice shorter than the clause requires is such a condition depends on the agreement and its governing law. The second route is an excuse right. Ogier, a law firm, notes in a 2020 paper on fund financing that a lender’s facility might require mandatory repayments if “exclusion events” are triggered that release one or more limited partners from having to make a capital contribution. That a lender plans for such events implies that a fund’s terms can release an investor from contributing; whether a release covers a particular call depends on the agreement.

Section 17-502 covers Delaware limited partnerships. Many documents in the sample are LLC agreements, and the Delaware LLC Act has a parallel provision, section 18-502, headed “Liability for contribution”, whose penalty wording likewise includes reducing or eliminating the defaulting member’s interest, a forced sale and forfeiture. The corporate and trust funds in the sample, and funds in England, Cayman, Luxembourg and elsewhere, are governed by their own law and their own agreements. This is general information and not legal advice, and an LP who thinks a call is wrong should take the question to its own lawyer before the due date.

How should an LP plan cash around the notice period?

An LP should be able to reach enough money for the calls it expects within the shortest notice period in its portfolio, counted in business days as each agreement defines them, and treat the cure period as a safety margin that it should not plan to use. What an investor owes is set by the clause in its own agreement, and 7 of the 47 documents give five business days as their general period.

Unmatched Capital’s position is that “usually 10 days” is a poor planning number, for a reason the data shows. Several documents are versions of one template, five of them use the same sentence on drawdown notices, and 32 of 47 sit at exactly 10, so the notice period reads more like the default of the document a sponsor started from than a figure each fund chose for its investors. That is our inference from the repetition. A cure period does not always add time to pay: once the cure has run out, the AB agreement lets the fund charge Bloomberg Prime Rate plus 2% from the date the call was due. The decision rule that follows is to record, for every commitment, the notice length, the day basis, how notice is delivered and the cure terms, and to size the cash, or other money it can draw at that speed, to the calls it expects. Two documents show how different the clocks can be:

Document	Notice	Earliest default after the due date	Calendar days from notice, if no holiday falls inside
Goldman Sachs Private Middle Market Credit II LLC	5 Business Days	After 10 calendar days unpaid	About 17
Owl Rock Technology Finance Corp.	10 Business Days	After 10 Business Days uncured, if counted from the due date	About 28

These rows are Unmatched Capital’s calculations from two clauses and illustrate the spread of clocks. The deadline runs on the agreement’s calendar, not the LP’s: Owl Rock’s agreement excludes Saturdays, Sundays and US federal holidays and runs on Eastern time, and the Caduceus agreements exclude days on which New York banks may close, so the LP’s own bank holidays matter for getting the payment out, not for the due date. Money kept ready for a five-business-day call earns less than money invested, and the alternative is to ask for longer notice in a side letter. private.law says side letters set an investor’s capital call obligations alongside the agreement, but the data set does not show how often a side letter lengthens the notice.

In at least 32 of the 47 documents a cure period of 5 to 20 days gives an LP that is late by a day or two room to put it right, and the cost of lateness can start before the cure ends. The subscription lines article shows how a fund can also move the timing of a call by borrowing first, the recallable distributions article covers the calls that can follow a distribution, and the capital account statement is where an LP checks how much it can still be asked to pay. Confirm any change in bank details with the manager through a channel you already hold. None of this is investment or legal advice.