Canopy | a Toreus system
Scaling private markets liquidity.
$36,706,115.60
Resolves to — LPA §8.4 Waterfall + §8.6 Clawback Escrow
The GP earns a full 20% catch-up on the sum of the 8% compounded preferred return and the catch-up itself (a fixed point), then 20% of the residual, less a 30% escrow held against final-year clawback.
Distributable proceeds$742,186,540.00
Return of capital → LPs($480,000,000.00)
Preferred return, 8% compounded($102,483,762.40)
GP catch-up, fixed point$25,620,940.60
GP residual, 20% of $134.08M$26,816,367.40
Carried interest, gross$52,437,308.00
Clawback escrow, 30% held($15,731,192.40)
Carried interest, net to GP$36,706,115.60
✓ Reproducible · compounded pref · catch-up fixed point · escrow · PROV-REF 5f10…a93
Deterministic
Integer-cent precision
Provenance on every number
IFRS + US GAAP, tagged
Append-only audit log
Private capital has outgrown the spreadsheet.
Today a single manager runs continuation vehicles alongside evergreen and semi-liquid funds, with side letters that price every LP differently. A spreadsheet can still hold all of it, but only as well as the person re-keying and reconciling each number by hand. The figures usually look right. Whether they're provably right is another matter, and an audit that should take seconds can drag on for weeks. Canopy computes them straight from the fund's governing documents, so every figure ties back to the clause that authorizes it.
Provenance · every figure traces to the clause that authorizes it. Open any row to see the proof.
Engine: deterministic
Fund: Meridian Growth III
Structure: European waterfall
Mode: read-only
LPA §8.4 — Distribution Waterfall (Realization 3)
After the Preferred Return, 100% of Distributable Proceeds to the General Partner until it has received 20% of the sum of the Preferred Return and this catch-up — thereafter 80 / 20.
| Tier | Authority | Amount | Cumulative | To |
|---|---|---|---|---|
| 1 · Return of capital | §8.4(a) | $480,000,000.00 | $480,000,000.00 | LPs |
| 2 · Preferred return (8%, comp.) | §8.4(b) | $102,483,762.40 | $582,483,762.40 | LPs |
| 3 · GP catch-up (20/80) | §8.4(c) | $25,620,940.60 | $608,104,703.00 | GP |
| 4 · Residual (80/20) | §8.4(d) | $134,081,837.00 | $742,186,540.00 | LPs $107.27M · GP $26.82M |
| Total distributed | $742,186,540.00 | $742,186,540.00 |
Meridian Growth III, L.P. · Amended & Restated LPA§8.4 · p. 47 · executed 14 Mar 2024
8.4(c)Following distributions under Section 8.4(b), one hundred percent (100%) of remaining Distributable Proceeds shall be distributed to the General Partner until the General Partner has received an amount equal to twenty percent (20%) of the sum of (i) the Preferred Return and (ii) all amounts distributed under this Section 8.4(c) (the "GP Catch-Up"), after which all further amounts shall be distributed eighty percent (80%) to the Limited Partners and twenty percent (20%) to the General Partner.
↳ Compiled to engine rule WF-3 · hash 5f10…a93 · matches executed text
✓ Fixed point solved · converges to the cent · PROV-REF 5f10…a93
LPA §6.1–6.5 — Management Fee, Offsets & Waiver
Post-commitment, the fee is charged on invested capital at each class's rate — MFN side letters step it to 1.25% — then reduced by 100% of transaction-fee offsets, broken-deal expenses, and the GP's fee waiver. Every LP's fee is computed exactly and reconciled to the aggregate.
| LP class | Commitment | Fee basis (invested) | Rate | Q4 fee |
|---|---|---|---|---|
| Anchor LP | $200,000,000 | $191,847,232 | 1.25% MFN | $599,522.60 |
| Standard LPs | $600,000,000 | $576,483,840 | 1.50% | $2,161,814.40 |
| Side-letter LPs | $150,000,000 | $143,761,280 | 1.25% MFN | $449,254.00 |
| GP / employee co-invest | $50,000,000 | $47,907,648 | — waived | $0.00 |
| Gross fee · blended 1.34% | $1,000,000,000 | $960,000,000 | $3,210,591.00 |
| Component | Authority | Amount |
|---|---|---|
| Gross management fee | §6.1 | $3,210,591.00 |
| Transaction-fee offset — 100% | §6.2(c) | ($612,847.50) |
| Broken-deal expense offset | §6.2(d) | ($84,213.75) |
| Management-fee waiver — GP | §6.5 | ($120,000.00) |
| Net management fee, Q4 | $2,393,529.75 |
✓ Reconciled to the aggregate · 41 LPs priced individually · PROV-REF 3d20…b8e
Side Letter §3 (MFN) ▸ overrides LPA §6.2(a)
Notwithstanding the LPA, the Management Fee rate applicable to this Limited Partner is 1.25% per annum — applied, post-commitment, to its share of invested capital per §6.2(c). The side letter supersedes the partnership default rate.
LP-014 invested capital $47,920,426
× side-letter rate ( 1.25% / 4 ) 0.3125%
= $149,751.33
LP-014 · Side Letter (MFN)§3 · executed 22 Mar 2024
§3Notwithstanding Section 6.2(a) of the Partnership Agreement, the Management Fee rate applicable to the Limited Partner shall be one and one-quarter percent (1.25%) per annum, applied to the fee basis then in effect under Section 6.2.
↳ controls — supersedes the partnership default ▾
A&R LPA · Management Fee§6.2(a) · superseded for LP-014
6.2(a)The Partnership shall pay a Management Fee at the rate of one and one-half percent (1.50%) per annum of aggregate Capital Commitments.
↳ Precedence resolved: Side Letter §3 controls · hash a77e…1c5
✓ Precedence resolved · the side letter controls the rate · PROV-REF a77e…1c5
Tax Schedule B — Blocker Deferred Tax (ASC 740)
The corporate blocker's holdings are marked to fair value; each unrealized built-in gain carries a deferred tax at a blended 25.3% rate (21% federal + state, net of federal benefit). The liability reduces blocker NAV reported to tax-exempt and foreign LPs.
| Holding | Fair value | Tax basis | Built-in gain | Federal · 21% | State · net | Deferred tax |
|---|---|---|---|---|---|---|
| Logistics platform | $151,284,600 | $86,412,000 | $64,872,600 | $13,623,246.00 | $2,789,521.80 | $16,412,767.80 |
| Healthcare services | $128,940,300 | $84,810,500 | $44,129,800 | $9,267,258.00 | $1,897,581.40 | $11,164,839.40 |
| Data-center operator | $133,712,450 | $62,158,200 | $71,554,250 | $15,026,392.50 | $3,076,832.75 | $18,103,225.25 |
| Blocker, total | $413,937,350 | $233,380,700 | $180,556,650 | $37,916,896.50 | $7,763,935.95 | $45,680,832.45 |
Gross blocker NAV$413,937,350.00
Deferred tax liability($45,680,832.45)
Blocker NAV, net of tax$368,256,517.55
✓ Marked per holding · dual-standard, US GAAP / IFRS · PROV-REF 8b1c…d40
Schedule of Partners' Capital — Meridian Growth III (LPA §7)
Each investor's paid-in capital is tracked against cumulative distributions and remaining NAV, yielding DPI and TVPI net of the carried interest allocated to the GP. The fund has returned $860M and holds $640M in NAV — a 1.50× total value; the GP's 3.40× reflects its carry.
| Investor | Tax status | Commitment | Fee rate | % of fund |
|---|---|---|---|---|
| Redwood State Pension | Tax-exempt | $200,000,000 | 1.25% MFN | 20% |
| Standard LPs (37) | Taxable | $600,000,000 | 1.50% | 60% |
| Side-letter LPs (3) · MFN | Foreign | $150,000,000 | 1.25% MFN | 15% |
| General Partner | Taxable | $50,000,000 | waived | 5% |
| Fund total · fully called | $1,000,000,000 | blended 1.34% | 100% |
| Investor | Paid-in | Distributions | Remaining NAV | DPI | TVPI |
|---|---|---|---|---|---|
| Redwood State Pension | $200,000,000 | $160,000,000 | $120,000,000 | 0.80× | 1.40× |
| Standard LPs (37) | $600,000,000 | $480,000,000 | $360,000,000 | 0.80× | 1.40× |
| Side-letter LPs (3) · MFN | $150,000,000 | $120,000,000 | $90,000,000 | 0.80× | 1.40× |
| General Partner | $50,000,000 | $100,000,000 | $70,000,000 | 2.00× | 3.40× |
| Fund | $1,000,000,000 | $860,000,000 | $640,000,000 | 0.86× | 1.50× |
Fund performance, since inception · DPI 0.86× · RVPI 0.64× · TVPI 1.50× (on paid-in) · MOIC 1.56× (on invested capital)
✓ Every capital account reconciled · distributions + NAV = total value · PROV-REF 7a9e…33d
Depth · what provable numbers make possible
Liquidity forms around numbers you can prove.
Meridian Growth III · LP interest
Last $1,037.25 / unit
Session $84.2M · 12 prints
Simulated book · both sides trade on the same provable record, so settlement is instant · PROV-REF 5f10…a93
The engine does the work.
AI only presents it.
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CanopyThe engine does the work; AI only presents it
Error modelStatistical, and only caught if a reviewer happens to notice
Error modelThe engine can't produce a wrong number; a bad input is refused, with the reason
What you trustThat a human reviewer caught the error
What you trustNo one. You can check any number against its clause yourself.
Built for institutional diligence from the start.
Security
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Regulatory
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Accounting
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