Below is a summary of the typical legal documents for the formation of the fund:

Limited Partnership Agreement

The LPA sets out the general terms and conditions applicable to all the participants in the fund - it is the governing document of the limited partnership.

In brief, it sets out:

  • General information regarding the partnership

    • Laws and regulations that govern the agreement

    • Name, address, principals

    • Term of the partnership

    • Purpose of the partnership

  • Partners and capital

    • Capital calls and distributions

    • LP limited liability

  • Fees and carried interest

    • Management fees

    • Carried Interest

  • Rights and duties of the General Partner

  • Other terms such as the role of an advisory committee

Private Placement Memorandum

This is the document that is used to sell the fund to investors. It highlights:

o Investment policy and strategy

o Details of the risks associated with the fund’s investment

o Risk management policies

o Background of the team responsible for the management of the fund

While this is not necessary, many fund managers prefer to have it as the content is not as “heavy” as the limited partnership agreement, however, it is not a binding agreement.

Investment Management Agreement

This is the agreement between the fund and the investment manager which sets out the responsibilities and obligations of the Investment Manager. It also sets out the management fee rate and the payment arrangements. This document is necessary

Subscription agreement

By signing the subscription agreement, the Limited Partner adheres to the limited partnership. It also includes the amount of capital the Limited Partner will commit to the fund, as well as the bank account to which the distributions will be sent.

Side Letters

These are agreements with the Limited Partners which include variations from the fund’s Limited Partnership Agreement. They are generally used to offer discounts on fees and other favourable terms as long as it does not negatively impact other Limited Partners.

What can Vauban do

  • Vauban will provide all the legal documentation necessary for the fund

  • The smart document generation capabilities ensure that the documents are created quickly and efficiently without the investor having to manually fill in anything

  • As soon as an investor is onboarded, the subscription agreement and any other accompanying documents are generated automatically through the Dashboard

  • All docs are signed electronically on the dashboard, no need to print or mail/email anything

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