Introduction to Private Equity: Venture, Growth, LBO and Turn-Around Capital, 2nd Edition

Template 2 (Fund)

STRUCTURE OF A LIMITED PARTNERSHIP AGREEMENT

Note: this template is for illustration only, and does not replace professional advice in the conception of such documents.

Copy no.: ________________

Issued to: ________________

Date: ___________________

LIMITED PARTNERSHIP AGREEMENT

[FUND NAME, L.P.]

[Date]

[Amended and Restated as of ____, (if applicable)]

TABLE OF CONTENTS

1. Introduction

a. Definitions

b. Purpose

2. Formation of partnership

a. Name and place of business

b. Formation and compliance

c. Fiscal year and term

d. Currency

e. Admission

3. Capitalisation of partnership

a. Capital commitments and contributions

b. Defaulting Limited Partner; Excuse

c. Repayment of capital contributions of Limited Partners

d. No priorities of Limited Partners

e. Loans to Partnership, Interest on capital

f. Loans and withdrawal of Capital

g. Additional capital contributions and admission of additional Limited Partners

4. Accounting, records and reporting

a. Capital accounts and records, accounting method

b. Financial reporting

c. Valuation of Assets owned by Partnership

d. Annual reports

e. Quarterly reports

f. Tax information and returns

5. Allocation of profits and losses, Distributions

a. Sharing percentages

b. Allocation of profits and losses

c. Priority of distributions

d. Form of distributions (incl. in kind if applicable), accounting of distributions

e. Restriction on distributions (lock-up)

f. Return of distributions by the general partner

g. Withholding and claw-back ...