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Private Equity Fund Subscription Agreement
"I need a Private Equity Fund Subscription Agreement under Swiss law for a clean energy focused fund with a target size of CHF 500 million, which will accept both institutional and qualified individual investors, with specific provisions for ESG reporting and sustainable investment criteria."
1. Parties: Identification of the Fund, Fund Manager/General Partner, and the Subscriber/Limited Partner
2. Background: Brief overview of the Fund's purpose and the context of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of investment amount, payment schedule, and mechanics of subscription
5. Closing Conditions: Prerequisites that must be satisfied before the subscription becomes effective
6. Representations and Warranties: Statements of fact and assurances from both the subscriber and the fund
7. Covenants: Ongoing obligations of the parties throughout the investment period
8. Anti-Money Laundering Provisions: Compliance requirements under Swiss AMLA and related regulations
9. Confidentiality: Obligations regarding the protection of confidential information
10. Notices: Communication protocols and contact details for formal notices
11. General Provisions: Standard contractual provisions including amendments, assignments, and severability
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Tax Matters: Special tax-related provisions, required for investors from certain jurisdictions or when specific tax structures are involved
2. ERISA Provisions: Required when accepting US pension fund investors or other ERISA plans
3. Foreign Investment Provisions: Required when accepting investors from specific jurisdictions with special regulatory requirements
4. Side Letter Provisions: Reference to any side letter agreements, needed when certain investors receive special terms
5. Data Protection: Extended privacy and data protection provisions, particularly relevant when dealing with EU/UK investors
1. Subscription Form: Detailed form capturing subscriber information and investment amount
2. Limited Partnership Agreement: Copy or summary of the main fund agreement that the subscriber will accede to
3. Investment Eligibility Questionnaire: Questionnaire to verify investor qualification status
4. KYC/AML Documentation Requirements: List of required documents for anti-money laundering compliance
5. Fee Schedule: Detailed breakdown of management fees, carried interest, and other charges
6. FATCA/CRS Self-Certification: Forms for tax reporting compliance
7. Wire Transfer Instructions: Banking details and instructions for subscription payment
Authors
Financial Services
Private Equity
Investment Management
Asset Management
Banking
Professional Services
Legal Services
Legal
Compliance
Investment
Risk Management
Finance
Investor Relations
Fund Administration
Corporate Governance
Operations
Fund Manager
Legal Counsel
Compliance Officer
Investment Director
Chief Investment Officer
Chief Legal Officer
Private Equity Associate
Investor Relations Manager
Risk Manager
Chief Financial Officer
Fund Administrator
Investment Committee Member
Managing Partner
General Counsel
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