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Private Equity Fund Subscription Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Private Equity Fund Subscription Agreement is a critical document used when an investor seeks to participate in a Swiss-regulated private equity fund. It serves as the legal framework for the subscription process, capturing essential information about the investor, investment amount, and payment terms while ensuring compliance with Swiss financial regulations. This document is particularly important in the Swiss context due to the jurisdiction's stringent regulatory requirements under CISA, FinSA, and anti-money laundering laws. The agreement typically accompanies the fund's Limited Partnership Agreement and includes various appendices covering KYC requirements, tax certifications, and investment eligibility verification. It's designed to protect both the fund and the investor while facilitating efficient capital deployment in accordance with Swiss legal standards.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































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Relevant Industries

Financial Services

Private Equity

Investment Management

Asset Management

Banking

Professional Services

Legal Services

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Investor Relations

Fund Administration

Corporate Governance

Operations

Relevant Roles

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

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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