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What documents govern the US SPV?
What documents govern the US SPV?
Agata Sobkow avatar
Written by Agata Sobkow
Updated over a week ago

Our US SPV and CTVs are governed by the following main legal documents:
โ€‹LPA - the Limited Partner Agreement is the main constitutional document that is signed by the Master LP entity, the General Partner and the Investment Adviser to create the SPV. This document outlines the governance and purpose of the SPV, as well as rights to the General Partner and Limited Partners.

PPM - the PPM (Private Placement Memorandum) document discloses the Investment Offering of the SPV, such as details of the Investment Opportunity, and the structure of the Investment Terms.

Subscription Agreement - the Subscription Agreement is the main document signed by each Limited Partner (Investors) of the SPV, and countersigned by the General Partner. This document admits the Investor to the SPV, on the terms and conditions set forth in the Subscription Agreement and in the LPA.

Lead Partner Agreement - the Lead Partner Agreement, also known as the Carry Agreement, is signed by the GP, Investment Adviser and Lead Partner of the SPV. This document assigns Carried Interest from the GP to the Lead Partner.

Carried Interest Transfer Agreement - the Carried Interest Transfer Agreement is signed between the Lead Partner and the Deal Partner of the SPV. It assigns the Carried Interest from the Lead Partner to the Deal Partner (such as potential compensation to a Scout).

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