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Investment Framework Agreement
"I need an Investment Framework Agreement under German law for a venture capital fund structure, where multiple institutional investors will participate in Series A and B investments through a Luxembourg SPV, with the first closing planned for March 2025."
1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and general investment objectives
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and construction principles
4. Scope of Framework: Overall scope of the investment framework and types of investments covered
5. Investment Process: Procedures for proposing, evaluating, and executing individual investments
6. Investment Criteria: Specific criteria and parameters for eligible investments
7. Regulatory Compliance: Compliance with German investment laws, including KAGB and WpHG requirements
8. Representations and Warranties: Standard and specific representations by all parties
9. Governance Structure: Decision-making processes, committees, and approval requirements
10. Fees and Expenses: Fee structure, cost allocation, and payment terms
11. Reporting and Information Rights: Regular reporting requirements and information access rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement and termination provisions
14. Liability and Indemnification: Allocation of risks and indemnification obligations
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Co-Investment Rights: Used when framework allows for co-investment opportunities between parties
2. Tag-Along and Drag-Along Rights: Include when framework covers equity investments with exit provisions
3. Anti-Dilution Protection: Required for framework agreements involving equity investments
4. Investment Restrictions: Specific restrictions based on regulatory requirements or investor policies
5. ESG Compliance: Environmental, Social and Governance requirements if relevant to investment strategy
6. Currency and Hedging: Include for cross-border investments requiring currency management
7. Tax Provisions: Detailed tax provisions if framework involves complex tax structures
8. FATCA/CRS Compliance: Required for frameworks involving international investors or US persons
9. Data Protection: Detailed GDPR compliance provisions if significant personal data processing involved
1. Investment Process Procedures: Detailed procedures for investment proposal, evaluation, and execution
2. Form of Investment Agreement: Template agreement for individual investments under the framework
3. Due Diligence Requirements: Standard due diligence checklist and requirements
4. Reporting Templates: Standardized templates for regular reporting requirements
5. Investment Committee Charter: Rules and procedures for investment committee operations
6. Compliance Procedures: Detailed compliance procedures and checklists
7. Fee Schedule: Detailed breakdown of all applicable fees and calculations
8. Form of Accession Deed: Template for new parties joining the framework
9. KYC Requirements: Know Your Customer documentation requirements
10. Regulatory Disclosures: Required regulatory disclosures and forms
Authors
Additional Investment
Affiliate
Annual Period
Applicable Law
Approved Investment
Assets Under Management
Authorized Representative
Business Day
Closing
Commitment Period
Compliance Requirements
Confidential Information
Control
Deal Flow
Due Diligence
Effective Date
Eligible Investment
ESG Criteria
Exit
FATCA
Fee Schedule
Force Majeure
Framework Period
German Banking Act
German Investment Code
Governing Body
Initial Closing
Investment
Investment Advisor
Investment Committee
Investment Criteria
Investment Manager
Investment Period
Investment Policy
Investment Proposal
Investment Vehicle
Investor
Key Person
Management Fee
Material Adverse Change
Net Asset Value
Operating Expenses
Performance Fee
Portfolio Company
Qualifying Investment
Regulatory Authority
Related Party
Restricted Person
Return on Investment
Risk Management Policy
Sanctions
Security Interest
Special Purpose Vehicle
Subscription Agreement
Target Company
Term
Transaction Documents
Transfer
Valuation Date
Valuation Policy
Interpretation
Investment Scope
Investment Process
Investment Criteria
Regulatory Compliance
Due Diligence
Investment Committee
Decision Making
Commitment
Capital Calls
Fees and Expenses
Management Rights
Information Rights
Reporting Requirements
Representations and Warranties
Covenants
Confidentiality
Data Protection
Anti-Money Laundering
Sanctions Compliance
Investment Restrictions
Transfer Rights
Co-Investment Rights
Tag-Along Rights
Drag-Along Rights
Exit Rights
Default
Indemnification
Liability Limitation
Force Majeure
Term and Termination
Consequences of Termination
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Counterparts
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Banking
Insurance
Real Estate
Infrastructure
Technology
Healthcare
Energy
Manufacturing
Professional Services
Legal
Compliance
Investment
Risk Management
Finance
Operations
Due Diligence
Portfolio Management
Investment Committee
Corporate Development
Fund Administration
Regulatory Affairs
Chief Investment Officer
Investment Director
Legal Counsel
Compliance Officer
Fund Manager
Portfolio Manager
Risk Manager
Investment Analyst
Chief Financial Officer
Managing Director
Investment Committee Member
General Counsel
Head of Private Equity
Head of Venture Capital
Chief Risk Officer
Investment Operations Manager
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