Limited Partnership Agreement Template for New Zealand

1. Investment Committee: Required when the partnership establishes a committee to oversee investment decisions

2. Advisory Board: Used when the partnership includes an advisory board structure

3. Key Person Provisions: Needed when specific individuals are crucial to the partnership's operations

4. Default Provisions: Detailed procedures for handling partner defaults, particularly relevant for investment partnerships

5. Co-Investment Rights: Include when partners have rights to co-invest in partnership opportunities

6. FATCA Compliance: Required when the partnership has US partners or US investments

7. Tag-Along and Drag-Along Rights: Include for partnerships where these exit rights are relevant

8. Competing Activities: Non-compete provisions when partners have other business interests

9. Environmental, Social and Governance (ESG): Include when the partnership has specific ESG requirements or commitments

1. Schedule 1: Partner Details: Detailed information about all partners, including contact details and initial capital contributions

2. Schedule 2: Business Plan: Initial business plan and investment strategy of the partnership

3. Schedule 3: Management Fee Structure: Details of management fees, calculation methods, and payment terms

4. Schedule 4: Distribution Waterfall: Detailed distribution priorities and calculations

5. Schedule 5: Valuation Methodology: Agreed methods for valuing partnership assets and interests

6. Schedule 6: Reserved Matters: Decisions requiring special approval or unanimous consent

7. Appendix A: Form of Deed of Adherence: Template for new partners joining the partnership

8. Appendix B: Compliance Procedures: AML/CFT and other regulatory compliance procedures

9. Appendix C: Power of Attorney: Standard form of power of attorney granted to General Partner