A Limited Partnership Term Sheet is typically used in the initial stages of fund formation when parties are negotiating the fundamental terms of their partnership arrangement. The document serves as a roadmap for the full partnership agreement, capturing essential commercial terms and legal structures while allowing flexibility for detailed negotiations. Under English and Welsh law, it provides a framework compliant with the Limited Partnerships Act 1907 and sets out critical aspects such as capital contributions, profit sharing, management responsibilities, and investment strategies. The term sheet is particularly important for institutional investors and fund managers who need to agree on basic terms before proceeding with full documentation.
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1. Parties: Details of the General Partner(s) and Limited Partner(s)
2. Background: Context and purpose of the partnership
3. Definitions: Key terms used throughout the term sheet
4. Partnership Structure: Legal form and jurisdiction of the partnership
5. Investment Strategy: Intended investment focus and objectives
6. Capital Commitments: Expected size and partner contributions
7. Management Fee: Fee structure and calculation basis
8. Profit Sharing: Distribution waterfall and carried interest
1. Key Person Provisions: Required when specific individuals are crucial to operations - used when success depends on particular individuals
2. Co-Investment Rights: Terms for additional investment opportunities - used when co-investment opportunities may arise
3. LPAC Rights: Limited Partner Advisory Committee provisions - used for larger funds with multiple institutional investors
1. Schedule 1 - Capital Commitments: Detailed breakdown of partner commitments
2. Schedule 2 - Investment Restrictions: Detailed investment parameters and restrictions
3. Schedule 3 - Fee Calculations: Detailed methodology for fee calculations
4. Appendix A - Subscription Form: Template for limited partner subscriptions
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