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Limited Partnership Agreement Venture Capital
"I need a Limited Partnership Agreement Venture Capital for a technology-focused fund to be established in Malaysia by March 2025, with specific provisions for Southeast Asian cross-border investments and co-investment rights for limited partners."
1. Parties: Identification of all partners, including general partner(s) and limited partners
2. Background: Context of the partnership formation and venture capital fund objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, name, registered office, and term
5. Purpose and Investment Strategy: Fund's investment objectives, target sectors, and investment criteria
6. Capital Contributions: Terms of initial and subsequent capital contributions, commitment periods
7. Management and Control: Powers and duties of general partner, investment committee structure
8. Partnership Interests: Classes of partnership interests, rights, and obligations
9. Profit and Loss Allocation: Distribution waterfall, carried interest, and loss sharing provisions
10. Transfer Restrictions: Limitations on transfer of partnership interests
11. Advisory Committee: Formation and role of limited partner advisory committee
12. Fees and Expenses: Management fees, partnership expenses, and cost allocation
13. Reports and Valuations: Financial reporting obligations and valuation methodologies
14. Withdrawals and Removals: Partner withdrawal rights and removal provisions
15. Term and Dissolution: Partnership duration, extension options, and dissolution procedures
16. General Provisions: Confidentiality, notices, amendments, governing law
1. Shariah Compliance: Required for Islamic-compliant funds, specifying Shariah supervisory arrangements and compliance requirements
2. Key Person Provisions: Include when specific individuals are crucial to the fund's operation
3. Co-Investment Rights: When partners have rights to co-invest in portfolio companies
4. ESG Provisions: Environmental, Social and Governance requirements if relevant to fund strategy
5. Strategic Partnerships: When fund has strategic relationships with other entities
6. Foreign Investment Provisions: Required for funds with cross-border investment strategy
7. Leverage Provisions: If fund strategy includes use of leverage
8. Special Economic Zone Provisions: For funds operating within Malaysian special economic zones
1. Schedule 1 - Partner Details: List of all partners, their commitments, and contact details
2. Schedule 2 - Investment Policy: Detailed investment guidelines, 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: Detailed methodology for portfolio valuation
6. Schedule 6 - Form of Subscription Agreement: Template for admitting new limited partners
7. Schedule 7 - Advisory Committee Rules: Procedures for advisory committee operations
8. Schedule 8 - Reporting Requirements: Templates and specifications for regular reporting
9. Appendix A - Power of Attorney: Limited partners' grant of authority to general partner
10. Appendix B - Compliance Guidelines: Regulatory compliance procedures and requirements
Authors
Advisory Committee
Affiliate
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Clawback
Closing Date
Commitment Period
Default
Defaulting Partner
Distribution
Distribution Waterfall
Draw Down Notice
EBITDA
Escrow Account
Exit Event
Final Closing
First Closing
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Investment Committee
Investment Company
Investment Guidelines
Investment Period
Investment Policy
Key Person
Limited Partner
Management Agreement
Management Fee
Net Asset Value
Partnership
Partnership Agreement
Partnership Interest
Partnership Term
Portfolio Company
Preferred Return
Principal Business
Qualifying Investment
Registered Office
Securities Commission
Side Letter
Subscription Agreement
Target Fund Size
Transfer
Valuation Policy
Venture Capital Fund
Winding Up
Capital Contribution
Investment Policy
Management Authority
Profit Distribution
Loss Allocation
Transfer Restrictions
Partnership Interests
Advisory Committee
Investment Committee
Management Fees
Key Person
Removal Rights
Default Provisions
Reporting Requirements
Valuation
Confidentiality
Non-Competition
Term and Termination
Dissolution
Assignment
Amendment
Notices
Governing Law
Dispute Resolution
Force Majeure
Representations and Warranties
Indemnification
Tax Matters
Regulatory Compliance
Co-Investment Rights
Follow-on Investments
Exit Provisions
Drag-Along Rights
Tag-Along Rights
Most Favored Nation
Limited Partner Consent Rights
Partnership Expenses
Books and Records
Bank Accounts
Power of Attorney
Technology
Financial Services
Healthcare
E-commerce
Renewable Energy
Islamic Finance
Biotechnology
Digital Infrastructure
Manufacturing
Agriculture Technology
Education Technology
Financial Technology
Green Technology
Halal Industry
Digital Economy
Legal
Investment
Compliance
Risk Management
Finance
Operations
Corporate Secretarial
Investment Committee
Advisory Board
Portfolio Management
Shariah Advisory
Due Diligence
Fund Manager
Investment Director
Legal Counsel
Chief Investment Officer
Compliance Officer
Risk Manager
Managing Partner
Investment Committee Member
Chief Financial Officer
Partnership Secretary
Venture Capital Analyst
Investment Associate
Portfolio Manager
Shariah Advisor
Corporate Lawyer
Investment Operations Manager
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