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.
A stake in a private fund is only as liquid as the numbers behind it are trustworthy, and today those numbers are still interpreted by hand and reconciled after the fact. A single manager runs continuation vehicles alongside evergreen and semi-liquid funds, with side letters that price every LP differently. A spreadsheet can hold all of it, but only as well as the person re-keying each figure by hand: the numbers usually look right; whether they're provably right is another matter, and an audit that should take seconds drags on for weeks. Capital won't move on a number it can't verify, so Canopy computes each one straight from the fund's governing documents, and 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.
AI copilotsThe AI reasons out the answer; humans review the output
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
SOC 2 Type II — in observationISO 27001 — by designField-level encryption (KMS)Append-only audit log
Regulatory
SEC — Advisers ActGDPREU AI ActDORASR 11-7 — model risk
Accounting
US GAAPIFRSASC 946ASC 820Dual-standard on every value
Every value-producing engine is tagged to its accounting standard and traceable to source. SOC 2 Type II observation is underway, and the controls institutional LPs and regulators require (encryption, immutable logging, model-version tracking) are built in by default.
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