The Limited Partnership Agreement Private Equity is a foundational document used to establish and govern private equity funds in Malaysia. It is essential when setting up a private equity investment vehicle where institutional and qualified investors pool capital for investment purposes under the management of a professional investment team. The agreement must comply with Malaysian legislation, particularly the Limited Liability Partnerships Act 2012 and Securities Commission regulations, while addressing international investment standards. This document typically includes detailed provisions on capital commitments, investment strategies, management fees, profit sharing mechanisms, governance structures, and exit provisions. It's particularly relevant for fund managers raising capital from institutional investors and high-net-worth individuals, providing the legal framework for the entire investment relationship throughout the fund's lifecycle.
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1. Parties: Identification of all partners, including General Partner(s) and Limited Partners
2. Background: Context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Partnership Formation and Term: Establishment of the partnership, commencement date, and duration
5. Capital Contributions: Terms and conditions of initial and subsequent capital contributions
6. Partnership Interests: Details of partnership interests, classes of interests, and rights attached
7. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes
8. Investment Objectives and Restrictions: Investment strategy, permitted investments, and investment restrictions
9. Distributions and Allocations: Distribution waterfall, profit/loss allocation, and distribution policies
10. Transfer of Interests: Rules and restrictions on transfer of partnership interests
11. Withdrawal and Removal: Conditions and procedures for partner withdrawal and GP removal
12. Dissolution and Liquidation: Events triggering dissolution and liquidation procedures
13. Representations and Warranties: Partner representations and warranties
14. Confidentiality: Confidentiality obligations and permitted disclosures
15. Notices: Communication procedures and contact details
16. Governing Law and Jurisdiction: Choice of law and dispute resolution mechanisms
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operations
2. Strategic Investor Rights: Special rights for major or strategic investors
3. Co-Investment Rights: Terms for co-investment opportunities when offered to certain partners
4. ESG Compliance: Environmental, Social and Governance requirements when relevant to the investment strategy
5. FATCA Compliance: Required when US investors are involved
6. Excuse and Exclusion: Provisions allowing investors to be excused from certain investments
7. Partnership Representative: Required for tax matters when dealing with international investors
8. Alternative Investment Vehicles: Structure for parallel vehicles when required for tax or regulatory purposes
1. Schedule 1: Capital Commitments: Detailed breakdown of partner commitments and payment schedule
2. Schedule 2: Investment Guidelines: Detailed investment criteria, sectors, and geographical focus
3. Schedule 3: Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4: Distribution Waterfall: Detailed distribution calculations and priorities
5. Schedule 5: Subscription Agreement: Form of subscription agreement for limited partners
6. Schedule 6: Partner Details: Complete partner information and contact details
7. Schedule 7: Valuation Policy: Methodology for valuing partnership investments
8. Appendix A: Anti-Money Laundering Requirements: AML compliance procedures and requirements
9. Appendix B: Tax Considerations: Summary of tax implications and structuring considerations
10. Appendix C: Regulatory Disclosures: Required regulatory disclosures and compliance matters
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