The Limited Partnership Subscription Agreement is a fundamental document used in Hong Kong's investment fund industry when admitting new limited partners to a partnership structure. This document is essential when establishing the legal relationship between investors and a limited partnership fund, structured under Hong Kong's Limited Partnership Fund Ordinance. It is typically used by private equity funds, venture capital funds, and other alternative investment vehicles to document the subscription process, capture investor details, confirm regulatory compliance, and establish the terms of the investment. The agreement must comply with Hong Kong's regulatory requirements, including anti-money laundering regulations, securities laws, and financial services regulations. It serves as both a subscription document and a binding contract that outlines capital commitments, drawdown procedures, and investor representations.
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1. Parties: Identification of the Limited Partnership, General Partner, and the Subscribing Limited Partner
2. Background: Context of the partnership and subscription opportunity
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Acceptance: Details of the partnership interest being subscribed for and acceptance process
5. Capital Commitment: Amount of capital commitment and terms of capital calls
6. Payment Terms: Terms and methods of payment for capital contributions
7. Representations and Warranties: Statements of fact and assurances from the subscriber
8. Regulatory Compliance: Compliance with Hong Kong regulations including AML and KYC requirements
9. Partnership Terms: Key terms of partnership including rights and obligations
10. Indemnification: Indemnification obligations of the subscriber
11. Confidentiality: Confidentiality obligations regarding partnership information
12. Notices: Process and requirements for giving notices under the agreement
13. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Tax Matters: Special tax-related provisions when dealing with tax-sensitive investors or structures
2. FATCA Compliance: Required for agreements involving US persons or entities
3. Side Letter Rights: References to any side letter arrangements for specific investors
4. Co-Investment Rights: When offering co-investment rights to certain investors
5. Mandatory Regulatory Disclosures: Additional disclosures required for regulated investors
6. Electronic Subscription Provisions: When allowing for electronic subscription process
7. Power of Attorney: When specific authorizations are needed for the General Partner
1. Subscription Form: Detailed form for subscriber information and subscription details
2. Partnership Agreement: Copy or summary of the main partnership agreement
3. Investment Strategy: Description of the partnership's investment strategy and objectives
4. Fee Schedule: Detailed breakdown of all fees and carried interest arrangements
5. KYC Requirements: List of required KYC documents and verification requirements
6. Wire Instructions: Banking details for capital contributions
7. Tax Forms: Required tax forms and certificates
8. Investor Qualification Form: Form to verify investor's qualification status
9. Risk Factors: Detailed disclosure of investment risks
10. Privacy Notice: Data privacy and protection policies
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