Private Equity General Partner Agreement Template for United States

A Private Equity General Partner Agreement is a legally binding document governed by U.S. federal and state laws that establishes the rights, responsibilities, and economic arrangements between the general partner and the private equity fund. It details management fees, carried interest calculations, investment strategy parameters, and fiduciary duties while ensuring compliance with SEC regulations, Investment Advisers Act, and applicable securities laws.

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What is a Private Equity General Partner Agreement?

The Private Equity General Partner Agreement serves as the foundational document governing the relationship between a private equity fund's general partner and the fund itself. This agreement is essential when establishing a new private equity fund or restructuring an existing one in the United States. It comprehensively addresses crucial aspects such as management authority, compensation structures, investment limitations, and regulatory compliance requirements. The document must conform to U.S. federal securities laws, state partnership laws, and SEC regulations, while also incorporating industry-standard terms for management fees and carried interest arrangements.

What sections should be included in a Private Equity General Partner Agreement?

1. Parties: Identification of the General Partner entity and any key individuals

2. Background: Context of the partnership formation and purpose

3. Definitions: Key terms used throughout the agreement

4. Appointment and Authority: Formal appointment of GP and scope of authority

5. Management Fee: Structure and calculation of management fees

6. Carried Interest: Terms of profit sharing and carried interest calculations

7. Fiduciary Duties: GP's obligations and responsibilities

8. Investment Strategy: Permitted investments and strategic guidelines

9. Term and Termination: Duration and termination provisions

What sections are optional to include in a Private Equity General Partner Agreement?

1. Key Person Provisions: Required when specific individuals are crucial to the partnership

2. Co-Investment Rights: Terms for co-investment opportunities when such opportunities may be offered

3. ERISA Provisions: Specific provisions for pension fund investors when managing pension fund money

4. Foreign Investment Provisions: Requirements for foreign investments when international investments are contemplated

What schedules should be included in a Private Equity General Partner Agreement?

1. Investment Guidelines: Detailed investment criteria and restrictions

2. Fee Schedule: Detailed breakdown of all fees and calculations

3. Carried Interest Calculations: Detailed methodology for carried interest calculations

4. Key Person Details: Information about key personnel and their roles

5. Valuation Policy: Methodology for valuing investments

6. Reporting Requirements: Details of required reports and their frequency

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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