The Investment Partnership Agreement serves as the foundational document for establishing and operating an investment partnership in Australia. It is primarily used when two or more parties wish to form a partnership for investment purposes, with one or more partners managing the partnership (general partners) and others contributing capital (limited partners). The agreement must comply with Australian partnership law, including state-specific Partnership Acts, the Corporations Act 2001, and relevant financial services regulations. It details critical aspects such as capital commitments, investment strategy, management rights, profit sharing, transfer restrictions, and partner obligations. This document is essential for private equity funds, venture capital firms, and other investment vehicles operating in Australia, providing the legal framework for pooling capital and managing investments while protecting all partners' interests.
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1. Parties: Identification of all partners, including general and limited partners, with their full legal names and addresses
2. Background: Context of the partnership formation, investment objectives, and general purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Formation and Term: Establishment of the partnership, commencement date, and duration
5. Capital Contributions: Initial and subsequent capital contributions, procedures for additional contributions
6. Partnership Interests: Description of partnership interests, classes of interests, and ownership percentages
7. Management and Control: Management structure, decision-making processes, and voting rights
8. Investment Strategy and Restrictions: Agreed investment parameters, restrictions, and target investments
9. Distributions and Allocations: Distribution policy, profit/loss allocation, and distribution waterfall
10. Transfer of Interests: Rules and restrictions regarding transfer of partnership interests
11. Partner Admission and Withdrawal: Procedures for admitting new partners and handling partner withdrawals
12. Meetings and Reporting: Requirements for partner meetings and financial reporting obligations
13. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution
14. Confidentiality: Confidentiality obligations regarding partnership information
15. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
1. Key Person Provisions: Used when specific individuals are crucial to the partnership's success, defining their roles and contingencies
2. Co-Investment Rights: Include when partners have rights to co-invest in specific opportunities
3. ESG Policy: Environmental, Social, and Governance criteria when the partnership has specific ESG commitments
4. FATCA Compliance: Include when the partnership has US investors or US investments
5. Side Letter Rights: When certain partners have negotiated special rights via side letters
6. Investment Committee: When a formal investment committee structure is required
7. Default Provisions: Detailed provisions for partner default scenarios
8. Tag-Along and Drag-Along Rights: Include for partnerships where these rights are relevant to exit strategies
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital commitment
2. Schedule 2 - Partnership Interests: Current register of partnership interests and ownership percentages
3. Schedule 3 - Investment Guidelines: Detailed investment criteria, restrictions, and guidelines
4. Schedule 4 - Management Fee Structure: Calculation and payment terms for management fees
5. Schedule 5 - Distribution Waterfall: Detailed mechanics of the distribution waterfall
6. Schedule 6 - Valuation Policy: Methodology for valuing partnership assets
7. Appendix A - Partner Contact Details: Contact information for all partners and authorized representatives
8. Appendix B - Form of Transfer Notice: Standard form for notifying transfer of partnership interests
9. Appendix C - Subscription Agreement Template: Template for new partner subscriptions
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