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
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