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Real Estate Limited Partnership Agreement
"I need a Real Estate Limited Partnership Agreement for a new UK property development fund with 3 institutional investors, targeting commercial properties in London, with a minimum investment of £10M per LP and a 7-year investment period starting January 2025."
1. Parties: Identification of all partners, including general and limited partners
2. Background: Context and purpose of the partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form, name, and registered office
5. Capital Contributions: Initial and subsequent capital commitments
6. Management and Control: Powers and duties of general partner
7. Profit and Loss Allocation: Distribution waterfall and loss sharing
8. Transfer Restrictions: Rules regarding transfer of partnership interests
9. Term and Termination: Duration and dissolution provisions
1. Investment Committee: Structure and powers of investment committee for larger partnerships with institutional investors
2. Key Person Provisions: Requirements for key personnel retention when success depends on specific individuals
3. Co-Investment Rights: Terms for additional investment opportunities when offering co-investment rights to limited partners
1. Schedule 1: Capital Commitments: Detailed breakdown of partner commitments
2. Schedule 2: Investment Guidelines: Permitted investments and restrictions
3. Schedule 3: Valuation Policy: Methodology for valuing partnership assets
4. Schedule 4: Management Fee Structure: Detailed fee calculations and terms
5. Appendix A: Form of Transfer Agreement: Standard form for transferring partnership interests
6. Appendix B: Subscription Agreement: Template for admitting new partners
Authors
Additional Capital Contribution
Administration Agreement
Administrator
Affiliate
Agreement
AIFMD
Annual Budget
Approved Investment
Asset Management Fee
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Partner
Distribution
Effective Date
Encumbrance
Event of Default
Exit
FCA
Final Closing Date
Financial Year
FSMA
General Partner
GP Removal Event
Hurdle Rate
Initial Closing Date
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Management Agreement
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Net Asset Value
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Performance Fee
Permitted Transfer
Portfolio Company
Preferred Return
Principal
Profits
Qualifying Investment
Regulated Activities
Regulatory Requirements
SDLT
Subscription Agreement
Subsequent Closing
Term
Transfer
Valuation
Valuation Date
VAT
Partnership Purpose
Term and Dissolution
Capital Contributions
Capital Accounts
Additional Capital
Partnership Interests
Management and Control
Investment Committee
Investment Restrictions
Fees and Expenses
Distributions
Allocation of Profits and Losses
Transfer Restrictions
Withdrawal Rights
Key Person Provisions
Default
Removal of General Partner
Confidentiality
Conflicts of Interest
Co-Investment Rights
AIFMD Compliance
Regulatory Compliance
Valuations
Accounting and Reporting
Bank Accounts
Tax Matters
Representations and Warranties
Indemnification
Amendments
Notices
Assignment
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Counterparts
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