Investment Fund Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Investment Fund Operating Agreement is essential when establishing and operating an investment fund in England and Wales. It serves as the primary governing document that defines the fund's structure, operations, and relationships between parties. This agreement is crucial for ensuring compliance with UK regulatory requirements, including FSMA 2000 and FCA regulations. It typically includes detailed provisions on capital commitments, investment strategy, management responsibilities, fee structures, and distribution mechanisms. The agreement is particularly important for protecting both managers' and investors' interests while providing a clear framework for fund operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation governing financial services in the UK that establishes the regulatory framework and authorization requirements for investment funds

Companies Act 2006: Core legislation governing corporate formation and operation if the investment fund is structured as a company

Limited Partnerships Act 1907: Key legislation for funds structured as limited partnerships, commonly used for private equity and venture capital funds

FCA Handbook: Regulatory framework including COLL (Collective Investment Schemes sourcebook), FUND (Investment Funds sourcebook), and PRIN (Principles for Businesses)

Alternative Investment Fund Managers Directive (AIFMD): EU-derived legislation regulating alternative investment fund managers, still relevant post-Brexit

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Statutory instrument specifying which activities require FCA authorization

Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001: Statutory instrument defining and regulating collective investment schemes

Money Laundering Regulations 2017: Regulations governing anti-money laundering requirements for financial services firms including investment funds

Income Tax Act 2007: Primary legislation governing income tax implications for investment fund operations and distributions

Corporation Tax Act 2010: Legislation governing corporate tax aspects of investment fund structures and operations

Taxation of Chargeable Gains Act 1992: Legislation governing capital gains tax implications for investment funds and their investors

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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