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Passive Investor Agreement

As an investor, it is essential to understand the terms and conditions of any investment agreement before signing on the dotted line. One such agreement is the passive investor agreement, which is commonly used in the world of venture capital and private equity investing. In this article, we will explore what a passive investor agreement is, its key components, and how it affects investors.

What is a passive investor agreement?

A passive investor agreement, also known as a limited partner agreement, is a legal document that outlines the relationship between an investor and a fund manager. This agreement is typically used in private equity and venture capital investments, where a fund manager pools money from multiple investors to invest in various assets such as startups or real estate.

The main purpose of a passive investor agreement is to define the roles and responsibilities of the investor and the fund manager. It also outlines the investment objectives, the management fees, and the profit-sharing arrangements between the parties involved.

Key components of a passive investor agreement

A passive investor agreement typically consists of several key components, including:

1. Investment objectives – This outlines the investment objectives of the fund, such as the types of assets that will be invested in and the geographic regions where investments will be made.

2. Management fees – This outlines the fees charged by the fund manager for managing the investments. These fees can be structured in different ways, such as a percentage of the assets under management or a fixed annual fee.

3. Profit sharing – This outlines how profits will be shared between the fund manager and the investors. Typically, the fund manager will take a percentage of the profits as a performance fee, while the investors will receive the remaining profits.

4. Investment restrictions – This outlines any investment restrictions or limitations that the fund manager must adhere to. For example, the fund may be restricted from investing in certain types of assets or industries.

How does a passive investor agreement affect investors?

A passive investor agreement can have a significant impact on investors. As a passive investor, an individual may have limited control over the investment decisions made by the fund manager. In general, the fund manager has the authority to make investment decisions on behalf of the investors. This means that investors must perform due diligence on the fund manager before investing, as the performance of the fund will depend on the manager`s skills and experience.

Additionally, a passive investor agreement may restrict an investor`s ability to withdraw their investment from the fund. This is because the fund manager may need to take a certain amount of time to sell the assets and return the money to the investors.


In summary, a passive investor agreement is a legal document that outlines the relationship between an investor and a fund manager. This agreement is commonly used in venture capital and private equity investments and outlines key components such as investment objectives, management fees, profit-sharing arrangements, and investment restrictions. For investors, it is crucial to fully understand the terms and conditions of the agreement before investing.