03 — Governance Doctrine

Process is the product.

The Master Governance Doctrine v2 (effective April 27, 2026) defines authority, escalation, and audit posture for every dollar TPC deploys. Excerpts below; the controlling document is incorporated into the LPA.

§II — Authority

Investment Committee

Three-member IC. Majority approval (2 of 3) authorizes $1M–$20M. Unanimous approval plus 48-hour LP Advisory Committee notice required for $20M–$50M. The IC may not delegate vote authority.

§III — Continuity

Key Person Mechanics

Departure or incapacity of two or more named Key Persons triggers an automatic investment-period suspension. The LPAC convenes within 30 days. Resumption requires an LP supermajority consent in accordance with the LPA.

§IV — Oversight

LP Advisory Committee

Five LP-elected members. Convenes quarterly and on Key Person, conflict, valuation, and material amendment matters. Receives 48-hour advance notice of every $20M–$50M transaction prior to IC vote.

§V — Underwriting

Three-Gate Screening

Intake, Preliminary Review, and Full Diligence. Gate 1 declines are recorded with a structured reason code and preserved in the fund-administrator audit trail. No transaction may bypass the sequence.

§VI — Operations

Dual-Control Wire Protocol

No single principal may originate, approve, and release a wire. Fund-administrator co-signature required on every disbursement. Intra-day reconciliation. Quarterly LP reporting on cash movements.

§VII — Disclosure

Pre-Term-Sheet Transparency

Every fee, every covenant, every condition is disclosed in writing prior to term-sheet execution. Form ADV, PPM, LPA, and term sheets are internally consistent. No oral overrides. No undisclosed side letters.

What this means in practice.

  • ▸Every decline is documented with a reason code preserved by the fund administrator.
  • ▸Every transaction $20M+ is visible to the LPAC 48 hours before the IC vote.
  • ▸Every fee TPC collects from a portfolio company is rebated 80% to the Fund.
  • ▸Every wire requires two principals plus the fund administrator to release.
  • ▸Every Key Person departure triggers an LP-visible governance event.
Engage

Begin the conversation.

Submit a Project →