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Limited Partnership Agreement Venture Capital
"I need a Limited Partnership Agreement Venture Capital for an India-focused technology fund with a target size of INR 500 crore, launching in March 2025, that will exclusively invest in early-stage SaaS startups with standard 2/20 fee structure and 8% hurdle rate."
1. Parties: Identification of the General Partner, Limited Partners, and the Partnership entity
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation and Name: Legal establishment of the partnership and its registered name
5. Principal Place of Business: Address and jurisdiction of the partnership
6. Term of Partnership: Duration, commencement date, and conditions for extension
7. Capital Contributions: Terms of initial and subsequent capital contributions, commitment amounts
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Distributions: Distribution waterfall, timing, and processes
10. Management and Control: Powers and duties of the General Partner, management structure
11. Investment Objectives and Restrictions: Investment strategy, permitted investments, and investment restrictions
12. Fees and Expenses: Management fees, partnership expenses, and allocation of costs
13. Transfer of Partnership Interests: Restrictions and procedures for transferring partnership interests
14. Limited Partner Rights and Obligations: Rights, obligations, and limitations of Limited Partners
15. Reports and Valuations: Reporting requirements, valuation methods, and timeframes
16. Indemnification: Indemnification provisions for partners and related parties
17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
18. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
19. Confidentiality: Confidentiality obligations and permitted disclosures
20. Notices: Method and requirements for formal communications
21. General Provisions: Miscellaneous legal and administrative provisions
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's operation, defining their roles and consequences of their departure
2. FCPA Compliance: Required when the partnership involves US investors or cross-border transactions
3. Co-Investment Rights: Include when partners have rights to co-invest in portfolio companies
4. ESG Provisions: Environmental, Social and Governance provisions, increasingly common in modern VC agreements
5. Strategic Investment Provisions: Used when corporate strategic investors are involved with special rights
6. SEBI Specific Compliance: Additional compliance sections required for SEBI-registered funds
7. Foreign Investment Provisions: Required when foreign investors are involved, addressing FEMA compliance
8. Excuse and Exclusion: Provisions allowing LPs to be excused from certain investments due to regulatory or policy restrictions
1. Schedule 1 - List of Partners: Details of all partners including contact information and commitment amounts
2. Schedule 2 - Investment Guidelines: Detailed investment criteria, sectors, stages, and geographical focus
3. Schedule 3 - Management Fee Calculations: Detailed calculation methodology for management fees
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit sharing and distribution priorities
5. Schedule 5 - Valuation Policy: Methodology for valuing portfolio investments
6. Schedule 6 - Form of Capital Call Notice: Template for capital call notices to Limited Partners
7. Schedule 7 - SEBI Compliance Checklist: Regulatory compliance requirements and checkpoints
8. Schedule 8 - Subscription Agreement: Standard form of subscription agreement for Limited Partners
9. Appendix A - Power of Attorney: Standard form of power of attorney granted to General Partner
10. Appendix B - Tax Considerations: Summary of tax implications and structuring considerations
Authors
Additional Capital Contribution
Adjusted Capital Account Balance
Advisory Board
Affiliate
Alternative Investment Fund
Annual Budget
Applicable Law
Auditors
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-Up Period
Category I AIF
Category II AIF
Cause
Clawback
Closing
Commitment Period
Confidential Information
Control
Default
Defaulting Partner
Distribution
Drawdown
Drawdown Notice
Effective Date
ESG Requirements
Excluded Investor
Exit
FCPA
FEMA
Final Closing
Financial Year
Follow-on Investment
Foreign Limited Partner
Fund Documents
Fund Manager
Fund Term
General Partner
GP Commitment
Hurdle Rate
Indemnified Party
Initial Closing
Investment
Investment Committee
Investment Company Act
Investment Guidelines
Investment Manager
Investment Period
Investment Professional
Key Person
Key Person Event
Limited Partner
Limited Partner Advisory Committee
Management Agreement
Management Fee
Net Asset Value
Non-Defaulting Partner
Operating Expenses
Original Cost
Partnership
Partnership Agreement
Partnership Interest
Portfolio Company
Preferred Return
Principal Place of Business
Proceeding
Profits
Qualifying Investment
RBI
Realized Investment
Regulatory Requirements
Related Party
Removal
SEBI
SEBI AIF Regulations
Side Letter
Subscription Agreement
Subsequent Closing
Target Fund Size
Tax
Transfer
Unrealized Investment
Valuation Policy
Venture Capital Fund
Winding Up
Capital Contribution
Capital Commitment
Partnership Interest
Management Rights
Investment Strategy
Investment Restrictions
Distribution Rights
Carried Interest
Management Fee
Transfer Rights
Withdrawal Rights
Key Person
Limited Partner Rights
General Partner Authority
Advisory Committee
Investment Committee
Regulatory Compliance
SEBI Compliance
Foreign Investment
Reporting Requirements
Valuation
Confidentiality
Non-Disclosure
Non-Compete
Indemnification
Liability Limitation
Default
Removal Rights
Termination Rights
Amendment Rights
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Expenses
Tax Matters
Representations and Warranties
Co-Investment Rights
Exit Rights
Follow-on Investment
Bridge Financing
Anti-Money Laundering
Environmental Social Governance
Most Favored Nation
Side Letter Rights
Technology
Financial Services
Healthcare
E-commerce
Software as a Service (SaaS)
Biotechnology
Clean Technology
Education Technology
Digital Media
Consumer Internet
Financial Technology
Healthcare Technology
Enterprise Software
Artificial Intelligence
Internet of Things
Mobile Applications
Renewable Energy
Legal
Compliance
Investment
Finance
Risk Management
Operations
Due Diligence
Portfolio Management
Corporate Governance
Fund Administration
Investor Relations
General Counsel
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Chief Financial Officer
Managing Partner
Investment Director
Partnership Secretary
Risk Manager
Due Diligence Officer
Portfolio Manager
Investment Analyst
Fund Administrator
Chief Executive Officer
Chief Investment Officer
Corporate Secretary
Regulatory Affairs Manager
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