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Investment Partnership Agreement
"I need an Investment Partnership Agreement for a renewable energy investment fund based in Amsterdam, with one general partner and up to 15 limited partners, targeting €50-100M in investments, to be launched in March 2025. Must include ESG provisions and co-investment rights for limited partners."
1. Parties: Identification of all partners, including general and limited partners, with their full legal details
2. Background: Context of the partnership formation, investment objectives, and general purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Formation: Legal establishment of the partnership, its name, registered office, and duration
5. Purpose and Investment Strategy: Detailed description of investment objectives, permitted investments, and investment restrictions
6. Capital Contributions: Terms for initial and subsequent capital contributions, commitment periods, and capital calls
7. Profit and Loss Allocation: Distribution waterfall, carried interest provisions, and loss sharing mechanisms
8. Management and Control: Powers and duties of general partner(s), management structure, and decision-making processes
9. Partner Rights and Obligations: Detailed rights and responsibilities of all partners, including voting rights
10. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
11. Reporting and Administration: Financial reporting requirements, valuations, and administrative procedures
12. Term and Termination: Partnership duration, extension provisions, and termination circumstances
13. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets
14. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction for disputes
15. General Provisions: Standard clauses including notices, amendments, and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success, defining their commitments and consequences of departure
2. Co-Investment Rights: Used when partners have rights to co-invest in portfolio companies
3. ESG Policy: Environmental, Social and Governance criteria for investments, included when the partnership has specific ESG commitments
4. AIFMD Compliance: Required when the partnership falls under AIFMD regulations
5. Investment Committee: Structure and procedures for an investment committee, if established
6. Side Letter Rights: Framework for managing side letter arrangements with specific partners
7. Tax Treatment: Specific tax provisions when complex tax structures are involved
8. Borrowing Powers: Included when the partnership may use leverage or credit facilities
1. Schedule 1 - Partner Details: Complete information about all partners, including contact details and commitment amounts
2. Schedule 2 - Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Schedule 3 - Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution and carried interest calculations
5. Schedule 5 - Valuation Policy: Methodology and procedures for valuing partnership investments
6. Schedule 6 - Form of Subscription Agreement: Standard form for admitting new partners
7. Schedule 7 - Accounting Principles: Specific accounting policies and procedures
8. Appendix A - Power of Attorney: Standard form of power of attorney for partnership matters
9. Appendix B - Compliance Procedures: Anti-money laundering and KYC requirements
10. Appendix C - Tax Reporting Requirements: Procedures for tax reporting and related obligations
Authors
Financial Services
Private Equity
Venture Capital
Real Estate Investment
Infrastructure
Asset Management
Alternative Investments
Technology
Healthcare
Renewable Energy
Impact Investing
Professional Services
Legal
Compliance
Investment Management
Risk Management
Finance
Tax
Operations
Fund Administration
Corporate Governance
Investor Relations
Investment Director
Fund Manager
Legal Counsel
Chief Investment Officer
Managing Partner
Compliance Officer
Risk Manager
Chief Financial Officer
Investment Analyst
Portfolio Manager
General Counsel
Tax Director
Company Secretary
Partnership Administrator
Investment Committee Member
Managing Director
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