Investment Framework Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Investment Framework Agreement is designed for situations where parties intend to establish a long-term investment relationship under German law. It serves as a master agreement that governs multiple future investments, setting out the fundamental terms, conditions, and processes for making and managing investments. This document is particularly relevant when institutional investors, fund managers, or investment companies plan to make multiple investments over time and need a structured framework that complies with German investment regulations, including the Kapitalanlagegesetzbuch (KAGB) and other relevant financial services laws. The agreement typically includes comprehensive provisions for investment criteria, due diligence requirements, governance structures, reporting obligations, and regulatory compliance mechanisms. It is designed to provide flexibility while maintaining clear parameters for investment activities, making it suitable for various investment strategies and asset classes while ensuring compliance with German and EU regulatory requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Asset Management

Banking

Insurance

Real Estate

Infrastructure

Technology

Healthcare

Energy

Manufacturing

Professional Services

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Operations

Due Diligence

Portfolio Management

Investment Committee

Corporate Development

Fund Administration

Regulatory Affairs

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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