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Private Equity Fund Agreement

Private Equity Fund Agreement Template for Netherlands

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Key Requirements PROMPT example:

Private Equity Fund Agreement

"I need a Private Equity Fund Agreement for a €500M technology-focused fund launching in March 2025, incorporating ESG requirements and targeting European institutional investors, with specific provisions for impact measurement and sustainability reporting."

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Document background
The Private Equity Fund Agreement serves as the foundational document for establishing and operating a private equity fund within the Dutch legal framework. It is essential when setting up a new investment fund structure in the Netherlands, particularly when raising capital from multiple investors for private equity investments. The agreement must comply with Dutch financial regulations, including the Financial Supervision Act (Wft) and the Alternative Investment Fund Managers Directive (AIFMD) as implemented in Dutch law. It comprehensively addresses fund governance, capital commitments, investment parameters, fee structures, and distribution mechanisms, while incorporating necessary investor protections and regulatory requirements specific to the Dutch market.
Suggested Sections

1. Parties: Identification of the Fund Manager, General Partner, and Initial Limited Partner(s)

2. Background: Context of the fund formation and intended investment strategy

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Fund Structure and Purpose: Legal structure of the fund and its investment objectives

5. Capital Commitments: Terms regarding capital contributions, drawdowns, and commitment periods

6. Investment Strategy and Restrictions: Investment focus, limitations, and permitted investment types

7. Management and Governance: Powers and duties of the Fund Manager and General Partner

8. Advisory Committee: Formation, composition, and role of the Limited Partner Advisory Committee

9. Fees and Expenses: Management fees, carried interest, and cost allocation principles

10. Distributions: Distribution waterfall and rules for profit sharing

11. Transfer Restrictions: Limitations on transfer of fund interests and admission of new partners

12. Reporting and Valuations: Financial reporting obligations and valuation methodologies

13. Term and Termination: Fund duration, extension provisions, and termination procedures

14. Indemnification: Liability limitations and indemnification provisions

15. Confidentiality: Confidentiality obligations and permitted disclosures

16. Governing Law and Jurisdiction: Choice of law and dispute resolution mechanisms

Optional Sections

1. Co-Investment Rights: Terms for co-investment opportunities, used when the fund plans to offer co-investment rights to certain investors

2. ESG Provisions: Environmental, Social and Governance requirements, included for funds with ESG focus or requirements

3. Key Person Provisions: Provisions regarding key investment professionals, included when specific individuals are crucial to the fund's strategy

4. Parallel Fund Provisions: Rules for parallel fund structures, used when multiple parallel vehicles are contemplated

5. Alternative Investment Structures: Provisions for alternative investment vehicles, included when investments through alternative structures are anticipated

6. Strategic Investor Rights: Special rights for strategic or anchor investors, used when certain investors receive preferential terms

7. FATCA Compliance: Detailed FATCA provisions, included when US investors are expected

8. Sanctioned Person Provisions: Enhanced sanctions compliance provisions, used when heightened sanctions compliance is required

Suggested Schedules

1. Subscription Agreement: Form of agreement for investors to subscribe to the fund

2. Capital Commitment Schedule: List of investors and their committed capital amounts

3. Investment Guidelines: Detailed investment criteria and restrictions

4. Management Fee Calculations: Detailed methodology for calculating management fees

5. Carried Interest Calculations: Detailed carried interest calculations and examples

6. Form of Capital Call Notice: Template for capital call notices

7. Form of Transfer Agreement: Template for transfer of fund interests

8. FATCA and CRS Forms: Required tax and regulatory forms

9. Advisory Committee Rules: Detailed procedures for Advisory Committee operations

10. Valuation Policy: Detailed methodology for portfolio valuations

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
AIFMD
Advisory Committee
Affiliate
AFM
Auditor
Available Capital
Base Amount
Beheerder
Bewaarder
Bridge Investment
Business Day
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Clawback Amount
Closing
Closing Date
Co-Investment
Co-Investment Agreement
Commanditaire Vennoot
Commitment Period
Committed Capital
Confidential Information
Control
Default
Defaulting Limited Partner
Distribution
DNB
Drawdown
Escrow Account
ESG Requirements
Excuse Rights
Exit
FATCA
Final Closing
First Closing
Follow-on Investment
Fund
Fund Documents
Fund Manager
General Partner
GP Commitment
Hurdle Rate
Indemnified Party
Initial Closing
Initial Limited Partner
Investment
Investment Committee
Investment Company
Investment Criteria
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
LP Advisory Committee
Management Agreement
Management Fee
Management Team
Net Asset Value
Non-Defaulting Partners
Operating Expenses
Parallel Fund
Partnership
Partnership Agreement
Partnership Interest
Portfolio Company
Preferred Return
Priority Profit Share
Proceeds
Qualifying Investment
Regulatory Requirements
Related Party
Removal
Side Letter
Subscription Agreement
Term
Transfer
Valuation
Wft
Wwft
Clauses
Parties and Formation
Definitions
Purpose and Investment Strategy
Capital Commitments
Capital Contributions
Investment Restrictions
Management Authority
Advisory Committee
Management Fees
Carried Interest
Expenses
Distributions
Allocation of Profits and Losses
Transfer Restrictions
Default
Removal of Manager
Key Person
Co-Investment Rights
Excusal and Exclusion
Limited Partner Rights
Reporting and Information Rights
Valuation
Confidentiality
Regulatory Compliance
FATCA Compliance
Anti-Money Laundering
Indemnification
Limited Liability
Term and Termination
Amendments
Governing Law
Dispute Resolution
Assignment
Representations and Warranties
Side Letters
Parallel Funds
Alternative Investment Structures
Fund Administration
ESG Compliance
Tax Matters
Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Asset Management

Professional Services

Banking

Corporate Finance

Investment Banking

Fund Administration

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Operations

Investor Relations

Fund Administration

Portfolio Management

Corporate Governance

Relevant Roles

Fund Manager

General Counsel

Chief Investment Officer

Chief Financial Officer

Compliance Officer

Investment Director

Legal Counsel

Risk Manager

Portfolio Manager

Investment Analyst

Fund Administrator

Managing Partner

Senior Partner

Investment Committee Member

Investor Relations Manager

Industries
Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft): The primary legislation governing financial services and markets in the Netherlands, including requirements for fund managers, licensing, and ongoing supervision
Alternative Investment Fund Managers Directive (AIFMD): EU directive implemented in Dutch law that regulates managers of alternative investment funds, including private equity funds
Dutch Civil Code (Burgerlijk Wetboek): Contains fundamental provisions on legal entities, contracts, and partnership structures commonly used for private equity funds
Money Laundering and Terrorist Financing Prevention Act (Wwft): Regulations regarding anti-money laundering and know-your-customer requirements for financial institutions and funds
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Tax legislation relevant for fund structures and investment vehicles
Market Abuse Regulation (MAR): EU regulation implemented in Dutch law concerning insider trading and market manipulation
Dutch Personal Data Protection Act (AVG/GDPR): Regulations concerning the processing of personal data, relevant for investor information and fund administration
Partnership Agreement Law (Personenvennootschap): Specific provisions in Dutch law governing partnership structures, often used for private equity fund vehicles
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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