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Private Equity Partnership Agreement
"I need a Private Equity Partnership Agreement under Belgian law for a €500M technology-focused fund launching in March 2025, with specific provisions for co-investment rights for key Limited Partners and ESG investment criteria."
1. Parties: Identification of all partners, including General Partner(s) and Limited Partners
2. Background: Context of the partnership formation, investment strategy, and objectives
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Partnership Formation: Legal establishment of the partnership, name, registered office, and purpose
5. Term and Dissolution: Duration of partnership, extension provisions, and dissolution procedures
6. Capital Contributions: Rules for initial and subsequent capital contributions, commitment periods
7. Capital Accounts: Maintenance and adjustments of partners' capital accounts
8. Distributions: Distribution waterfall, carried interest calculations, clawback provisions
9. Management: Powers and duties of General Partner, management fee structure
10. Investment Guidelines: Investment criteria, restrictions, and investment period terms
11. Transfer Restrictions: Limitations on transfer of partnership interests, transfer procedures
12. Partnership Meetings: Meeting procedures, voting rights, and quorum requirements
13. Reports and Valuations: Reporting obligations, valuation methods, and frequency
14. Expenses and Fees: Allocation of partnership expenses, management fees, transaction fees
15. Representations and Warranties: Partners' representations regarding capacity and authority
16. Confidentiality: Confidentiality obligations and permitted disclosures
17. Governing Law and Jurisdiction: Belgian law application and dispute resolution procedures
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success
2. Co-Investment Rights: Include when offering co-investment opportunities to Limited Partners
3. ESG Provisions: Include when implementing environmental, social, and governance criteria
4. LPAC Rights and Duties: When establishing a Limited Partner Advisory Committee
5. Strategic Investors Rights: Include for investors receiving special rights or privileges
6. Employee Participation Scheme: When implementing carried interest for employees
7. Parallel Fund Provisions: When structure includes parallel investment vehicles
8. Tax Structuring Provisions: For complex cross-border tax arrangements
9. Secondary Transactions: When allowing for secondary market transactions
10. Digital Asset Provisions: When investing in digital assets or cryptocurrencies
1. Schedule 1 - Form of Subscription Agreement: Standard form for admitting new Limited Partners
2. Schedule 2 - Investment Guidelines: Detailed investment criteria and restrictions
3. Schedule 3 - Management Fee Calculations: Detailed calculation methodology for management fees
4. Schedule 4 - Distribution Waterfall: Detailed distribution calculations and examples
5. Schedule 5 - Valuation Policy: Detailed procedures for valuing investments
6. Schedule 6 - FATCA/CRS Provisions: Tax reporting requirements and procedures
7. Schedule 7 - List of Initial Limited Partners: Initial investors and commitment amounts
8. Schedule 8 - Conflicts Policy: Procedures for handling conflicts of interest
9. Appendix A - Power of Attorney: Standard form of power of attorney
10. Appendix B - AML Requirements: Anti-money laundering procedures and requirements
11. Appendix C - Tax Matters: Detailed tax treatment and reporting obligations
12. Appendix D - Regulatory Disclosures: Required regulatory and compliance disclosures
Authors
AIFM Directive
AIFM Law
Associate
Belgian Companies and Associations Code
Belgian GAAP
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback Amount
Closing
Closing Date
Commitment Period
Confidential Information
Control
Default
Defaulting Partner
Distribution
Drawdown Notice
EBITDA
ESG Requirements
EU Regulations
Event of Default
Excluded Investor
Exit
FATCA
Final Closing
Financial Year
Follow-on Investment
FSMA
Fund Documents
Fund Size
General Partner
GP Removal Event
Hurdle Rate
IFRS
Initial Closing
Investment
Investment Advisor
Investment Committee
Investment Company Act
Investment Guidelines
Investment Period
Investment Policy
Investor
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Limited Partnership Interest
Loss
Management Agreement
Management Company
Management Fee
Manager
MiFID II
Net Asset Value
Non-Defaulting Partners
Original Cost
Partnership
Partnership Agreement
Partnership Assets
Partnership Expenses
Partnership Interest
Portfolio Company
Preferred Return
Priority Profit Share
Proceeds
Professional Investor
Profit
Qualifying Investment
Realized Investment
Realized Value
Recycling
Regulatory Requirements
Related Party
Removal Notice
Reserved Matters
Subscription Agreement
Successor Fund
Suspension Period
Tax
Term
Transfer
Unrealized Investment
Valuation Policy
VAT
Winding-up
Term and Dissolution
Capital Commitments
Capital Contributions
Capital Accounts
Distribution Rights
Management and Control
Investment Objectives
Investment Restrictions
Partnership Interests
Transfer Restrictions
Default Provisions
Key Person Provisions
Removal of General Partner
Limited Partner Advisory Committee
Fees and Expenses
Profit Allocation
Loss Allocation
Carried Interest
Clawback
Reporting and Information Rights
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Liability Limitation
Tax Matters
Regulatory Compliance
AIFMD Compliance
Anti-Money Laundering
Side Letters
Co-Investment Rights
Follow-on Investments
Parallel Funds
Alternative Vehicles
Successor Funds
ESG Provisions
Amendment Procedures
Power of Attorney
Governing Law
Dispute Resolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Financial Services
Private Equity
Investment Management
Professional Services
Banking
Insurance
Asset Management
Venture Capital
Real Estate
Infrastructure
Healthcare
Technology
Manufacturing
Retail
Energy
Telecommunications
Legal
Compliance
Investment
Risk Management
Operations
Finance
Tax
Investor Relations
Fund Administration
Portfolio Management
Due Diligence
Corporate Development
Regulatory Affairs
Private Equity Partner
Fund Manager
Investment Director
Chief Investment Officer
Legal Counsel
Compliance Officer
Risk Manager
Investment Committee Member
Fund Administrator
Chief Financial Officer
Managing Partner
Senior Associate
Portfolio Manager
Investment Analyst
General Counsel
Tax Director
Investor Relations Manager
Operations Director
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