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Investment Fund Operating Agreement
"Need an Investment Fund Operating Agreement for a new private equity fund launching in March 2025, focusing on European tech investments with a target size of £500 million and including specific ESG requirements and co-investment rights for key limited partners."
1. Parties: Identification of all parties to the agreement including fund manager, investors, and other key stakeholders
2. Background: Context of the fund's establishment and purpose
3. Definitions: Key terms used throughout the agreement
4. Fund Structure: Legal structure, domicile, and regulatory status
5. Investment Strategy: Fund's investment objectives, policies, and restrictions
6. Capital Commitments: Terms of investment, capital calls, and defaulting investors
7. Management and Administration: Roles and responsibilities of fund manager and other service providers
8. Fees and Expenses: Management fees, carried interest, and cost allocation
9. Distributions: Distribution waterfall and payment mechanics
1. Co-Investment Rights: Terms for co-investment opportunities, used when offering direct investment alongside fund
2. Key Person Provisions: Requirements regarding key investment professionals and succession planning
3. ESG Provisions: Environmental, social, and governance requirements and commitments
1. Subscription Agreement: Standard form for investor subscription to the fund
2. Investment Guidelines: Detailed investment restrictions and policies
3. Valuation Policy: Methodology for valuing fund investments
4. Fee Schedule: Detailed breakdown of all fees and carried interest calculations
5. FATCA/CRS Requirements: Tax reporting requirements and forms
Authors
Administration Agreement
Administrator
AIFMD
Auditors
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Closing Date
Commitment Period
Custodian
Default
Defaulting Investor
Distribution
Draw Down Notice
ERISA
ESG Requirements
Exit
FATCA
FCA
Final Closing Date
First Closing Date
Fund Assets
Fund Documents
Fund Manager
FSMA
General Partner
Hurdle Rate
Investment
Investment Advisory Agreement
Investment Committee
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Management Fee
NAV
Operating Expenses
Partnership
Portfolio Company
Preferred Return
Regulatory Requirements
Side Letter
Subscription Agreement
Term
Transfer
Valuation Date
Valuation Policy
Waterfall
Fund Establishment
Fund Structure
Investment Objectives
Investment Restrictions
Capital Commitments
Capital Calls
Capital Contributions
Default Provisions
Management and Administration
Investment Committee
Key Person Provisions
Management Fees
Performance Fees
Operating Expenses
Distribution Waterfall
Carried Interest
Clawback
Transfer Restrictions
Withdrawal Rights
Co-Investment Rights
Confidentiality
Conflicts of Interest
Advisory Committee
Reporting Requirements
Valuation
Side Letters
Term and Termination
Removal of Manager
Indemnification
Amendments
FATCA Compliance
Anti-Money Laundering
ESG Requirements
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Entire Agreement
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