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
Clauses
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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