Private Equity Fund Agreement Template for Singapore

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Key Requirements PROMPT example:

Private Equity Fund Agreement

"I need a Private Equity Fund Agreement for a new Singapore-based infrastructure fund launching in March 2025, with a target size of SGD 500 million and specific provisions for ESG compliance and co-investment rights for institutional investors."

Document background
A Private Equity Fund Agreement is essential when establishing a private equity fund in Singapore. The document serves as the foundational framework for the fund's operation, incorporating requirements under Singapore's Securities and Futures Act and MAS regulations. It details crucial aspects including capital structures, investment parameters, management responsibilities, profit distribution mechanisms, and investor rights. This agreement is particularly important in Singapore's context as a leading financial hub, where private equity funds must navigate specific regulatory requirements while maintaining operational flexibility. The document typically includes comprehensive provisions for fund governance, risk management, and investor protection, aligned with Singapore's sophisticated financial services ecosystem.
Suggested Sections

1. Parties: Identification of the Fund Manager, General Partner, and Limited Partners

2. Background: Purpose of the fund, investment objectives, and structure overview

3. Definitions: Key terms used throughout the agreement

4. Fund Structure and Management: Legal structure, management hierarchy, and governance framework

5. Investment Strategy: Investment objectives, restrictions, and guidelines

6. Capital Commitments: Terms of capital contributions and drawdown mechanisms

7. Distribution Policy: Rules for profit distribution and carried interest

8. Management Fees: Fee structure and payment terms

9. Transfer Restrictions: Rules regarding transfer of partnership interests

10. Term and Termination: Duration of fund and termination provisions

Optional Sections

1. Co-Investment Rights: Terms for co-investment opportunities when offered to certain investors

2. Key Person Provisions: Requirements regarding key personnel retention when fund success depends on specific individuals

3. ESG Provisions: Environmental, social, and governance requirements for funds with specific ESG commitments

4. Side Letter Provisions: Framework for side letter arrangements when allowing customized terms for certain investors

Suggested Schedules

1. Subscription Agreement: Terms of subscription for limited partnership interests

2. Investment Guidelines: Detailed investment criteria and restrictions

3. Fee Schedule: Detailed breakdown of all fees and expenses

4. Valuation Policy: Methodology for valuing fund investments

5. Form of Transfer Agreement: Template for transferring partnership interests

6. Anti-Money Laundering Requirements: AML compliance procedures and requirements

7. Tax Considerations: Summary of tax implications and structure

8. Investor Eligibility Requirements: Criteria for eligible 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
Industries

Securities and Futures Act (SFA): Primary legislation governing fund management activities, including licensing requirements, disclosure obligations, and investment restrictions for fund managers in Singapore

Companies Act: Legislation governing corporate structure, governance, filing requirements, and directors' duties for companies established in Singapore

Limited Partnerships Act: Regulates the formation and operation of limited partnerships, including rights and obligations of partners and partnership governance structures

MAS Guidelines: Regulatory framework issued by Monetary Authority of Singapore covering licensing, registration, business conduct for fund management companies, and AML/CFT requirements

Variable Capital Companies Act: Legislation governing VCC structure, providing flexible corporate structure specifically designed for investment funds with variable capital requirements

Income Tax Act: Tax legislation covering fund income treatment, including tax incentives and Enhanced-Tier Fund Tax Incentive Scheme for qualifying funds

Personal Data Protection Act: Legislation governing data privacy requirements and protection of investor information in fund operations

Trust Companies Act: Legislation governing trust structures and requirements for trustees if trust arrangements are used in fund structure

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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