Private Equity Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"Need a Private Equity Subscription Agreement under Dutch law for a €50M investment from a German institutional investor into our growth equity fund, with specific provisions for ESG compliance and LPAC membership."

Document background
The Private Equity Subscription Agreement is a fundamental document used when investors (Limited Partners) commit capital to a private equity fund in the Netherlands. This agreement, governed by Dutch law and subject to supervision under the Financial Supervision Act (Wft), serves as the legal framework for establishing the investment relationship between the fund and its investors. It is typically used at the fund's initial closing or for subsequent closings when new investors join the fund. The document comprehensively addresses subscription mechanics, regulatory compliance, investor qualifications, and ongoing obligations of all parties. It must comply with Dutch corporate law requirements and European regulations, particularly the Alternative Investment Fund Managers Directive (AIFMD) as implemented in Dutch law. The agreement is essential for both Dutch domestic funds and international funds with Dutch investors or management entities.
Suggested Sections

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

2. Background: Context of the investment, brief description of the Fund and its investment strategy

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription and Payment Terms: Details of the commitment amount, payment schedule, and subscription mechanics

5. Closing Conditions: Conditions precedent to the subscription becoming effective

6. Representations and Warranties: Standard representations and warranties from both the investor and the fund

7. Investor Commitments and Undertakings: Ongoing obligations of the investor, including funding commitments and regulatory compliance

8. Fund Commitments and Undertakings: Obligations of the fund towards the investor

9. Regulatory Compliance: Compliance with Dutch and EU regulations, including Wft and AIFMD requirements

10. Confidentiality: Confidentiality obligations regarding fund information and investment terms

11. Notices: Communication procedures and contact details for formal notices

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Co-investment Rights: Terms for potential co-investment opportunities, included when the fund offers co-investment rights to certain investors

2. Key Person Provisions: Provisions regarding key investment professionals, included for larger commitments or when requested by major investors

3. ESG Provisions: Environmental, Social and Governance requirements, included when the investor has specific ESG requirements

4. FATCA/CRS Compliance: Detailed tax reporting requirements, included when involving international investors

5. Limited Partner Advisory Committee: Terms for LPAC membership, included when the investor is offered a seat on the LPAC

6. Most Favored Nation Provisions: Rights to receive equal treatment with other investors, included for significant investors

7. Excuse and Exclusion Rights: Rights to be excused from certain investments, included when requested by investors with specific investment restrictions

8. Alternative Investment Structures: Provisions for alternative investment vehicles, included when parallel funds or alternative structures are contemplated

Suggested Schedules

1. Subscription Form: Detailed form capturing investor information and subscription details

2. Fund Terms: Summary of key commercial terms of the fund

3. KYC Requirements: List of required know-your-customer documentation

4. Wire Instructions: Banking details for capital contributions

5. Form of Drawdown Notice: Template for capital call notices

6. Tax Forms: Required tax forms and certificates

7. Investor Questionnaire: Detailed questionnaire for regulatory and compliance purposes

8. Power of Attorney: If required for executing fund documentation

9. Limited Partnership Agreement: Copy or summary of the fund's LPA

10. FATCA/CRS Forms: Required tax reporting forms for international investors

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

Professional Services

Real Estate

Infrastructure

Technology

Healthcare

Manufacturing

Energy

Consumer Goods

Telecommunications

Relevant Teams

Legal

Compliance

Investment

Fund Administration

Risk Management

Finance

Operations

Investor Relations

Due Diligence

Corporate Governance

Relevant Roles

Fund Manager

Investment Director

Legal Counsel

Compliance Officer

Chief Investment Officer

Partner

Managing Director

Investment Manager

Risk Manager

Chief Financial Officer

Fund Administrator

Investment Analyst

General Counsel

Director of Operations

Investor Relations 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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