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Limited Partnership Subscription Agreement
"I need a Limited Partnership Subscription Agreement for a real estate investment fund based in Sydney, with a minimum commitment of AUD 5 million, specifically designed for sophisticated investors, with the initial closing date set for March 15, 2025."
1. Parties: Identifies the Limited Partnership, General Partner, and the subscribing Limited Partner
2. Background: Contextual information about the Limited Partnership and the purpose of the subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles
4. Subscription for Partnership Interest: Details of the partnership interest being subscribed for, including commitment amount and payment terms
5. Admission Process: Steps and conditions for admission as a Limited Partner
6. Representations and Warranties: Statements of fact and assurances from the subscribing Limited Partner
7. Acknowledgments: Specific acknowledgments by the Limited Partner regarding partnership terms and risks
8. Compliance with Partnership Agreement: Confirmation of adherence to the main partnership agreement terms
9. Capital Contributions: Terms governing the timing and process for capital contributions
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for giving formal notices
12. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment
1. FATCA Compliance: Required if there are US investors or US tax implications
2. AML/CTF Requirements: Detailed section needed if not covered in schedules or if specific obligations need highlighting
3. Power of Attorney: Required if the Limited Partner needs to grant specific powers to the General Partner
4. Tag-Along Rights: Include if Limited Partners are given rights to participate in sales by other partners
5. Drag-Along Rights: Include if majority partners can force other partners to join in a sale
6. Key Person Provisions: Include if the subscription is contingent on certain individuals remaining involved
7. Sophisticated Investor Confirmation: Required if targeting wholesale/sophisticated investors only
8. Foreign Investment Provisions: Required if there are foreign investment restrictions or requirements
1. Subscription Details: Form detailing commitment amount, partner information, and payment details
2. Partnership Agreement: Copy or summary of the main Partnership Agreement
3. Investment Eligibility Questionnaire: Questionnaire to confirm investor qualification status
4. KYC and AML Checklist: List of required documents and information for identity verification
5. Tax Forms: Required tax forms and declarations
6. Wire Transfer Instructions: Banking details for capital contributions
7. Investor Qualification Forms: Forms to verify sophisticated/wholesale investor status
8. Privacy Notice: Details of how personal information will be handled
9. Risk Disclosure Statement: Detailed disclosure of investment risks
Authors
Admission Date
AFSL
AML/CTF Act
AML/CTF Rules
Application
ASIC
Associate
Australian Tax Act
Business Day
Capital Commitment
Capital Contribution
Closing
Commitment Period
Confidential Information
Corporations Act
Custodian
Default
Default Notice
Defaulting Limited Partner
Due Diligence Information
Effective Date
Eligible Investor
FATCA
Final Closing Date
Financial Year
General Partner
GST
Initial Closing
Investment Period
Investment Strategy
Limited Partner
Limited Partnership
Limited Partnership Agreement
Management Fee
Manager
Partnership Interest
Partnership Property
Partnership Records
PDS
Qualifying Investor
Register
Related Body Corporate
Related Party
Sophisticated Investor
Subscription Amount
Subscription Application
Subscription Price
Tax
Transfer
Trust Account
Undrawn Commitment
US Person
Wholesale Client
Capital Commitment
Payment Terms
Admission Process
Partnership Interest
Representations and Warranties
Acknowledgments
Eligibility
Capital Calls
Default
Transfer Restrictions
Compliance
Anti-Money Laundering
Foreign Investment
Sophisticated Investor
Confidentiality
Privacy
Tax Matters
FATCA Compliance
Powers of Attorney
Notices
Governing Law
Dispute Resolution
Assignment
Amendment
Entire Agreement
Severability
Further Assurance
Costs and Expenses
Execution
Term and Termination
Partnership Management
Indemnification
Reporting
Information Rights
Private Equity
Venture Capital
Real Estate Investment
Infrastructure
Asset Management
Financial Services
Investment Management
Professional Services
Alternative Investments
Property Development
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Corporate Governance
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Chief Investment Officer
Chief Financial Officer
Partnership Administrator
Investment Director
Risk Manager
Company Secretary
Due Diligence Officer
Investor Relations Manager
Portfolio Manager
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