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The Limited Partnership Agreement Private Equity is a foundational document used to establish and govern private equity investment vehicles in the Netherlands. It serves as the primary constitutional document defining the relationship between investors (Limited Partners) and the management team (General Partner), structured as a commanditaire vennootschap under Dutch law. This agreement is essential when setting up a private equity fund in the Netherlands and must comply with Dutch financial regulations, including the Wet op het financieel toezicht (Wft) and AIFMD requirements. The document typically includes detailed provisions on capital commitments, investment strategy, management fees, carried interest, governance rights, transfer restrictions, and reporting obligations. It's particularly important for establishing clear parameters around liability protection for Limited Partners while maintaining the General Partner's ability to effectively manage the fund.

1. Parties: Identification of the General Partner, Initial Limited Partners, and the Partnership itself

2. Background: Context of the partnership formation and its intended purpose

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Formation and Name: Formal establishment of the partnership, its name, and registered office

5. Purpose and Investment Strategy: Defined scope of partnership activities and investment strategy parameters

6. Term and Termination: Duration of the partnership, extension provisions, and termination events

7. Capital Contributions: Terms governing partner commitments, capital calls, and default provisions

8. Capital Accounts: Maintenance and adjustments of partner capital accounts

9. Distributions: Distribution waterfall, timing, and clawback provisions

10. Management and Control: Powers and duties of the General Partner, management fee structure

11. Rights and Obligations of Partners: Respective rights and duties of General and Limited Partners

12. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners

13. Reporting and Valuations: Financial reporting obligations and valuation methodologies

14. Expenses and Fees: Allocation of partnership expenses and fee structures

15. Indemnification: Indemnification provisions for partners and related parties

16. Dissolution and Liquidation: Process for winding up the partnership and asset distribution

17. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

18. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement