The Limited Partnership Agreement Private Equity is a foundational document used to establish and govern private equity funds structured as limited partnerships under Swiss law. It is typically employed when setting up a private equity fund that will raise capital from institutional and qualified investors for making investments in private companies. The agreement must comply with Swiss regulatory requirements, particularly the Swiss Code of Obligations and the Collective Investment Schemes Act, while incorporating international private equity market standards. The document addresses crucial aspects such as capital commitments, investment strategy, management fees, carried interest arrangements, governance structures, and reporting obligations. It is designed to protect both the General Partner's management rights and Limited Partners' interests while providing a clear framework for the fund's operations and economic arrangements.
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1. Parties: Identification of the General Partner, Initial Limited Partners, and the Partnership itself
2. Background: Context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Formation and Name: Legal establishment of the partnership, registered office, and name
5. Purpose and Investment Strategy: Partnership's investment objectives, strategy, and investment restrictions
6. Term and Termination: Duration of the partnership, extension provisions, and termination events
7. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Distributions: Distribution waterfall, timing, and clawback provisions
10. Management: Powers and duties of the General Partner, investment decisions, conflicts of interest
11. Advisory Board: Composition, roles, and responsibilities of the Advisory Board
12. Transfers and Withdrawals: Rules for transfer of partnership interests and withdrawal rights
13. Expenses and Fees: Management fees, partnership expenses, and allocation of costs
14. Reports and Valuations: Financial reporting obligations and valuation methodologies
15. Tax Matters: Tax treatment, reporting obligations, and FATCA/CRS compliance
16. Liability and Indemnification: Limitation of liability and indemnification provisions
17. Confidentiality: Confidentiality obligations and permitted disclosures
18. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's operations, defining key person events and consequences
2. Excuse and Exclusion: Included when certain investors may need to be excused from specific investments due to regulatory or policy restrictions
3. Co-Investment Rights: When co-investment opportunities will be offered to Limited Partners
4. ESG Provisions: Environmental, Social and Governance requirements when the fund has specific ESG focus or requirements
5. Strategic Partners: Special rights and obligations for strategic investors when applicable
6. Parallel Funds: Structure and operation of parallel vehicles when required for regulatory or tax purposes
7. Partnership Representative: Required for partnerships with US investors or US investments
8. ERISA Provisions: Required when accepting investments from US pension funds
9. Alternative Investment Fund Managers Directive Provisions: Required when marketing to EU investors
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Investment Guidelines: Detailed investment criteria, restrictions, and policies
3. Carried Interest Specifications: Detailed calculations and examples of carried interest distributions
4. Management Fee Schedule: Detailed provisions regarding management fee calculations and payments
5. Form of Capital Call Notice: Template for capital call notices to Limited Partners
6. Form of Transfer Agreement: Template for transfer of partnership interests
7. Advisory Board Rules: Detailed procedures for Advisory Board operations
8. Valuation Policy: Detailed methodology for portfolio company valuations
9. FATCA/CRS Forms: Required tax and regulatory forms
10. AML/KYC Requirements: Anti-money laundering and know-your-customer documentation requirements
Relevant legal definitions
Advisory Board
Affiliate
Agreement
AML Regulations
Auditor
Available Cash
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
CISA
Clawback Amount
Closing
Closing Date
Co-Investment
Commitment Period
Confidential Information
Control
Default
Defaulting Limited Partner
Distribution
ERISA
Excuse Notice
Excused Investment
FATCA
Final Closing
FINMA
Fiscal Year
Follow-on Investment
General Partner
General Partner Removal Event
Hurdle Rate
Indemnified Person
Initial Closing
Initial Limited Partner
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Management Agreement
Investment Manager
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Net Asset Value
Partnership
Partnership Expenses
Partnership Interest
Partnership Representative
Portfolio Company
Preferred Return
Principal Place of Business
Private Placement Memorandum
Proceeds
Qualified Investor
Regulatory Authority
Related Party Transaction
Removal Notice
Securities Act
Side Letter
Subscription Agreement
Swiss Code of Obligations
Target Size
Tax
Term
Transfer
Valuation Policy
Winding-up Period
Affiliate
Agreement
AML Regulations
Auditor
Available Cash
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
CISA
Clawback Amount
Closing
Closing Date
Co-Investment
Commitment Period
Confidential Information
Control
Default
Defaulting Limited Partner
Distribution
ERISA
Excuse Notice
Excused Investment
FATCA
Final Closing
FINMA
Fiscal Year
Follow-on Investment
General Partner
General Partner Removal Event
Hurdle Rate
Indemnified Person
Initial Closing
Initial Limited Partner
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Management Agreement
Investment Manager
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Net Asset Value
Partnership
Partnership Expenses
Partnership Interest
Partnership Representative
Portfolio Company
Preferred Return
Principal Place of Business
Private Placement Memorandum
Proceeds
Qualified Investor
Regulatory Authority
Related Party Transaction
Removal Notice
Securities Act
Side Letter
Subscription Agreement
Swiss Code of Obligations
Target Size
Tax
Term
Transfer
Valuation Policy
Winding-up Period
Clauses
Formation and Structure
Purpose and Investment Strategy
Term and Duration
Capital Commitment
Capital Contributions
Capital Accounts
Distributions
Management Fee
Carried Interest
Partnership Expenses
Investment Powers
Co-Investment Rights
Management and Control
Advisory Board
Key Person
Limited Partner Rights
Transfer Restrictions
Default Provisions
Excuse and Exclusion
Reports and Information
Valuations
Indemnification
Liability Limitation
Confidentiality
Regulatory Compliance
Tax Matters
ERISA Provisions
FATCA Compliance
Anti-Money Laundering
Amendment Provisions
Governing Law
Dispute Resolution
Termination
Winding Up
Withdrawal Rights
Removal Rights
Side Letters
Notices
Power of Attorney
Entire Agreement
Purpose and Investment Strategy
Term and Duration
Capital Commitment
Capital Contributions
Capital Accounts
Distributions
Management Fee
Carried Interest
Partnership Expenses
Investment Powers
Co-Investment Rights
Management and Control
Advisory Board
Key Person
Limited Partner Rights
Transfer Restrictions
Default Provisions
Excuse and Exclusion
Reports and Information
Valuations
Indemnification
Liability Limitation
Confidentiality
Regulatory Compliance
Tax Matters
ERISA Provisions
FATCA Compliance
Anti-Money Laundering
Amendment Provisions
Governing Law
Dispute Resolution
Termination
Winding Up
Withdrawal Rights
Removal Rights
Side Letters
Notices
Power of Attorney
Entire Agreement
Relevant Industries
Financial Services
Private Equity
Investment Management
Asset Management
Banking
Professional Services
Venture Capital
Alternative Investments
Fund Management
Corporate Finance
Relevant Teams
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Tax
Investor Relations
Operations
Due Diligence
Portfolio Management
Regulatory Reporting
Relevant Roles
Private Equity Partner
Fund Manager
Investment Director
General Counsel
Chief Financial Officer
Compliance Officer
Risk Manager
Legal Counsel
Investment Committee Member
Fund Administrator
Chief Operating Officer
Managing Partner
Investor Relations Director
Portfolio Manager
Investment Analyst
Due Diligence Officer
Tax Director
Regulatory Reporting Manager
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