This document serves as the foundational agreement for establishing and operating a private equity fund structured as a limited partnership in New Zealand. The Limited Partnership Agreement Private Equity is essential for fund managers raising capital from institutional investors and high-net-worth individuals, providing a comprehensive framework for fund operations. It addresses crucial elements including capital commitments, investment powers, management arrangements, profit sharing, and governance structures, while ensuring compliance with New Zealand's Limited Partnerships Act 2008 and relevant financial markets regulations. The agreement is typically used when establishing new private equity funds, restructuring existing funds, or creating parallel fund structures, and contains detailed provisions for investor protection, regulatory compliance, and operational efficiency.
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1. Parties: Identifies the General Partner, Initial Limited Partner(s), and the Limited Partnership entity
2. Background: Sets out the context of the agreement, including the intention to establish a private equity fund and its general investment objectives
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Establishment of Partnership: Formation of the partnership, name, registered office, and term of the partnership
5. Capital Contributions: Rules regarding partner commitments, capital calls, defaulting partners, and limitations on liability
6. Investment Strategy and Restrictions: Fund's investment objectives, permitted investments, investment restrictions, and investment period
7. Management and Administration: Powers and duties of the General Partner, management fee structure, and key person provisions
8. Advisory Committee: Composition, appointment, powers, and procedures of the Limited Partnership Advisory Committee
9. Distributions and Allocations: Distribution waterfall, allocation of profits and losses, tax distributions, and clawback provisions
10. Transfer of Interests: Restrictions on transfer of partnership interests, permitted transfers, and transfer procedures
11. Reporting and Valuations: Financial reporting obligations, valuation methods, and partner information rights
12. Termination and Liquidation: Events triggering termination, dissolution procedures, and final distribution of assets
13. Confidentiality: Confidentiality obligations regarding partnership information and investment details
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and dispute resolution
1. Co-Investment Rights: Terms for co-investment opportunities offered to Limited Partners, used when the fund structure allows for co-investment
2. ESG Provisions: Environmental, Social and Governance requirements and reporting, included when the fund has specific ESG commitments
3. Key Person Insurance: Requirements for insurance coverage of key personnel, included when specifically required by major investors
4. Parallel Fund Provisions: Terms governing the relationship with parallel funds, included when the structure involves multiple parallel vehicles
5. FATCA Compliance: Specific provisions for FATCA compliance, included when there are US investors or US investments
6. Alternative Investment Fund Managers Directive Provisions: AIFMD compliance terms, included when European investors are involved
7. Excuse and Exclusion Rights: Provisions allowing investors to be excused from certain investments, included for funds with regulatory or policy-sensitive investors
1. Schedule 1: Subscription Agreement: Form of subscription agreement for Limited Partners joining the partnership
2. Schedule 2: Investment Guidelines: Detailed investment criteria, restrictions, and guidelines for the fund
3. Schedule 3: Management Fee Calculations: Detailed calculations and examples of management fee determination
4. Schedule 4: Distribution Waterfall Examples: Detailed examples of distribution calculations under various scenarios
5. Schedule 5: LPAC Procedures: Detailed procedures for Limited Partnership Advisory Committee operations
6. Schedule 6: Valuation Policy: Detailed methodology for valuation of fund investments
7. Schedule 7: Form of Capital Call Notice: Template for capital call notices to be issued to Limited Partners
8. Schedule 8: Anti-Money Laundering Requirements: AML documentation and verification requirements for Limited Partners
9. Appendix A: Limited Partner Details: List of Limited Partners and their commitment amounts
10. Appendix B: General Partner Details: Details of General Partner structure and key personnel
Relevant legal definitions
Accounting Period
Affiliate
Agreement
AIFMD
Associated Person
Auditor
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback Amount
Closing Date
Commitment Period
Confidential Information
Control
Default Notice
Defaulting Limited Partner
Distribution
Draw Down Notice
ESG Requirements
Establishment Costs
Excuse Notice
Exit
FATCA
Final Closing Date
Follow-on Investment
General Partner
General Partner Removal Event
Hurdle Rate
Indemnified Person
Initial Closing Date
Initial Limited Partner
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership
Limited Partnership Act
LPAC
Management Agreement
Management Fee
Manager
Net Asset Value
New Limited Partner
Operating Expenses
Parallel Fund
Partnership Interest
Partnership Property
Portfolio Company
Preferred Return
Principal Place of Business
Proceeding
Qualifying Investment
Regulatory Requirements
Related Party Transaction
Removal Notice
Securities Act
Senior Executives
Side Letter
Subscription Agreement
Subsequent Closing
Term
Transfer
Undrawn Commitment
Valuation Policy
Winding-up Date
Affiliate
Agreement
AIFMD
Associated Person
Auditor
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback Amount
Closing Date
Commitment Period
Confidential Information
Control
Default Notice
Defaulting Limited Partner
Distribution
Draw Down Notice
ESG Requirements
Establishment Costs
Excuse Notice
Exit
FATCA
Final Closing Date
Follow-on Investment
General Partner
General Partner Removal Event
Hurdle Rate
Indemnified Person
Initial Closing Date
Initial Limited Partner
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership
Limited Partnership Act
LPAC
Management Agreement
Management Fee
Manager
Net Asset Value
New Limited Partner
Operating Expenses
Parallel Fund
Partnership Interest
Partnership Property
Portfolio Company
Preferred Return
Principal Place of Business
Proceeding
Qualifying Investment
Regulatory Requirements
Related Party Transaction
Removal Notice
Securities Act
Senior Executives
Side Letter
Subscription Agreement
Subsequent Closing
Term
Transfer
Undrawn Commitment
Valuation Policy
Winding-up Date
Clauses
Formation and Registration
Partnership Structure
Capital Commitments
Capital Contributions
Default Provisions
Investment Powers
Investment Restrictions
Management Authority
Management Fee
Carried Interest
Distribution Waterfall
Profit and Loss Allocation
Advisory Committee
Key Person Provisions
Transfer Restrictions
Co-Investment Rights
Parallel Fund Provisions
Valuation
Reporting Requirements
Limited Partner Rights
General Partner Obligations
Confidentiality
Non-Competition
Conflicts of Interest
Indemnification
Liability Limitations
Removal of General Partner
Term and Termination
Winding Up
Amendment Provisions
Tax Matters
FATCA Compliance
Anti-Money Laundering
Regulatory Compliance
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Partnership Structure
Capital Commitments
Capital Contributions
Default Provisions
Investment Powers
Investment Restrictions
Management Authority
Management Fee
Carried Interest
Distribution Waterfall
Profit and Loss Allocation
Advisory Committee
Key Person Provisions
Transfer Restrictions
Co-Investment Rights
Parallel Fund Provisions
Valuation
Reporting Requirements
Limited Partner Rights
General Partner Obligations
Confidentiality
Non-Competition
Conflicts of Interest
Indemnification
Liability Limitations
Removal of General Partner
Term and Termination
Winding Up
Amendment Provisions
Tax Matters
FATCA Compliance
Anti-Money Laundering
Regulatory Compliance
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Relevant Industries
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Professional Services
Banking
Insurance
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Retail
Energy
Relevant Teams
Legal
Compliance
Investment Management
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Portfolio Management
Administration
Corporate Governance
Fund Accounting
Relevant Roles
Fund Manager
General Partner Director
Chief Investment Officer
Investment Director
Legal Counsel
Compliance Officer
Chief Financial Officer
Investment Committee Member
Portfolio Manager
Risk Manager
Managing Partner
Investment Analyst
Fund Administrator
Company Secretary
Investor Relations Manager
Due Diligence Officer
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