Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 19 DEVELOPED BY LIMITED PARTNERS FOR LIMITED PARTNERS Participants will gain a deeper understanding of limited partnership agreements and other documents that govern and/or affect private equity limited partnerships and the interconnected nature of these documents. Furthermore, participants will be able to identify the more salient terms of these documents and use lessons and exercises to negotiate terms that are practical, inclusive of best practices and comprehensive in nature. KEY LEARNING OUTCOMES • Describe the core legal documentation and typical structure and jurisdictions utilized in private equity and the core differences related thereto. • Obtain and apply an in-depth understanding of the limited partnership agreement, its economic and non-economic terms and their interrelated nature. • Identify key issues that arise in other material agreements and describe ways to approach those issues. • Use lessons and exercises to review limited partnership agreements and other documents in a comprehensive manner and negotiate key terms in line with best practices while recognizing document and term interconnectedness and traditional GP responses to issues. PRIVATE EQUITY LANDSCAPE FROM A LEGAL PERSPECTIVE • LPA Part I – Economic Considerations • LPA Part II – Additional Economic Considerations • LPA Part III – Beyond the Economics OTHER DOCUMENTS • Reasonableness Checks • Side Letters • The Subscription Agreement • Legal Opinions • Confirmation Letters • The General Partner Agreement/ Documents COLLABORATION AND ANTITRUST REGULATORY UPDATE TEAM NEGOTIATION EXERCISE COURSE OVERVIEW COURSE OUTLINE