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1. Parties: Identification and details of all partners, including registered addresses and registration numbers for entities
2. Background: Context of the partnership formation, intended purpose, and general objectives
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Partnership Structure and Purpose: Legal form of partnership, scope of business, and duration
5. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and timing
6. Partnership Interests: Allocation of partnership interests, voting rights, and economic rights
7. Management and Decision Making: Management structure, voting thresholds, reserved matters, and decision-making processes
8. Investment Strategy: Permitted investments, investment criteria, and investment process
9. Profit and Loss Allocation: Distribution waterfall, allocation of profits and losses, and distribution policies
10. Transfer Restrictions: Limitations on transfer of partnership interests and required approvals
11. Exit Rights: Tag-along rights, drag-along rights, and other exit mechanisms
12. Reporting and Information Rights: Financial reporting obligations, access to information, and audit rights
13. Term and Termination: Duration of partnership, termination events, and consequences of termination
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure
2. Co-Investment Rights: Used when partners may have rights to co-invest in specific opportunities
3. Advisory Board: Included when the partnership structure includes an advisory board, defining its composition and role
4. ESG Provisions: Environmental, Social and Governance criteria for investments, included when ESG is a focus
5. Regulatory Compliance: Detailed compliance obligations when the partnership is subject to specific regulatory regimes
6. Insurance Requirements: Specific insurance obligations when required by the nature of investments or operations
7. Competition and Non-Solicitation: Required when partners need to be restricted from competing activities
8. Partnership Representative: Needed for tax purposes in certain structures, particularly with international partners
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital commitment and timing
2. Schedule 2 - Investment Guidelines: Detailed investment criteria, restrictions, and procedures
3. Schedule 3 - Management Fee Structure: Calculation and payment terms for management fees
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution and carried interest calculations
5. Schedule 5 - Valuation Policy: Methodology for valuing partnership assets and interests
6. Schedule 6 - Form of Subscription Agreement: Template for admitting new partners
7. Schedule 7 - AML and KYC Requirements: Anti-money laundering and know-your-customer procedures
8. Schedule 8 - Reporting Templates: Standard formats for financial and performance reporting
9. Appendix A - Power of Attorney: Standard form of power of attorney for partnership matters
10. Appendix B - Compliance Manual: Detailed compliance procedures and requirements
Advisory Board
Affiliate
Annual Budget
Auditor
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Change of Control
Clawback
Closing
Closing Date
Commitment Period
Confidential Information
Control
Default
Defaulting Partner
Distribution
Draw Down Notice
ESG Criteria
Exit
FINMA
First Closing
Fiscal Year
Follow-on Investment
General Partner
Hurdle Rate
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership Interest
Management Agreement
Management Fee
Net Asset Value
Operating Expenses
Partnership
Partnership Agreement
Partnership Interest
Partnership Representative
Portfolio Company
Preferred Return
Regulatory Requirements
Related Party
Removal Event
Reserved Matters
Side Letter
Subscription Agreement
Swiss GAAP
Tag-Along Right
Target Return
Term
Transfer
Valuation Date
Valuation Policy
Winding-Up
Partnership Structure
Capital Contributions
Additional Capital Commitments
Partnership Interests
Capital Accounts
Investment Strategy
Investment Restrictions
Management Authority
Reserved Matters
Management Fees
Profit Distribution
Loss Allocation
Carried Interest
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Key Person Provisions
Default Provisions
Removal Rights
Advisory Board
Information Rights
Reporting Obligations
Regulatory Compliance
Anti-Money Laundering
ESG Requirements
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Limited Liability
Term and Dissolution
Winding Up
Amendments
Power of Attorney
Notices
Assignment
Third Party Rights
Severability
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Financial Services
Private Equity
Venture Capital
Asset Management
Real Estate Investment
Infrastructure Investment
Healthcare Investment
Technology Investment
Impact Investment
Wealth Management
Family Office Services
Professional Services
Legal
Compliance
Investment Management
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Corporate Governance
Portfolio Management
Fund Administration
Executive Management
Managing Partner
Investment Director
Chief Investment Officer
Legal Counsel
Compliance Officer
Fund Manager
Investment Manager
Chief Financial Officer
Risk Manager
Portfolio Manager
General Counsel
Partnership Secretary
Investor Relations Manager
Due Diligence Officer
Senior Partner
Executive Director
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