The Private Equity Fund Subscription Agreement is a critical document used when an investor (Limited Partner) seeks to invest in a private equity fund in India. This agreement serves as the primary contractual framework governing the relationship between the fund and its investors, detailing the terms of investment, capital commitment, drawdown mechanisms, and investor rights. The document must comply with Indian regulatory requirements, particularly the SEBI (Alternative Investment Funds) Regulations, 2012, and other applicable laws. It includes comprehensive provisions for investor protection, fund governance, investment strategy, fee structures, and exit mechanisms. The agreement is essential for both domestic and international investors participating in Indian private equity funds and requires careful consideration of cross-border investment regulations when foreign investors are involved.
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Key Requirements PROMPT example:
Private Equity Fund Subscription Agreement
"I need a Private Equity Fund Subscription Agreement for a SEBI-registered Category II AIF technology fund, launching in March 2025, that will accept international investors with a minimum commitment of USD 5 million each, including FATCA compliance provisions and co-investment rights for commitments above USD 10 million."
1. Parties: Identification of the Fund, Fund Manager/GP, and the Subscribing Investor
2. Background: Context of the fund, its structure, and purpose of the subscription agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Subscription Commitment: Details of the investment amount, commitment period, and subscription terms
5. Capital Contributions: Mechanics of capital calls, drawdown procedures, and payment terms
6. Representations and Warranties: Statements of fact and assurances from both the investor and the fund
7. Regulatory Compliance: Compliance requirements under SEBI regulations and other applicable laws
8. Investment Strategy and Restrictions: Overview of fund's investment strategy and applicable investment restrictions
9. Fees and Expenses: Management fees, carried interest, and other applicable charges
10. Transfer Restrictions: Limitations on transfer of interests and required procedures
11. Termination: Circumstances and procedures for termination of the subscription
12. Confidentiality: Obligations regarding confidential information
13. Notices: Communication procedures and contact details
14. Governing Law and Jurisdiction: Application of Indian law and jurisdiction for disputes
15. Execution: Signature blocks and execution formalities
1. Co-investment Rights: Include when the fund offers co-investment opportunities to certain investors
2. FATCA Compliance: Include for funds accepting US investors or having US investments
3. Side Letter Provisions: Include when specific investors are granted additional rights or accommodations
4. Key Person Provisions: Include when investor commitment is tied to specific key personnel
5. ESG Compliance: Include when the fund has specific environmental, social, and governance commitments
6. Excuse and Exclusion: Include when certain investors may be excused from specific investments
7. Limited Partner Advisory Committee: Include when the investor is granted LPAC membership rights
1. Subscription Form: Detailed form capturing investor information and subscription details
2. Investment Amount Details: Schedule specifying commitment amount and payment structure
3. KYC Requirements: List of required know-your-customer documentation
4. Bank Account Details: Fund's bank account information for capital contributions
5. Investment Strategy: Detailed description of fund's investment strategy and objectives
6. Fee Structure: Detailed breakdown of all fees and carried interest calculations
7. SEBI Declarations: Required declarations under SEBI AIF Regulations
8. Power of Attorney: If required for fund operations or regulatory compliance
9. Risk Factors: Detailed disclosure of investment risks and market factors
Authors
Relevant legal definitions
Accredited Investor
Administration Agreement
Affiliate
AIF Regulations
Applicable Law
Business Day
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Closing
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Investor
Distribution
Drawdown Notice
Escrow Account
FEMA
Final Closing
Financial Year
Fund
Fund Documents
Fund Manager
General Partner
Hurdle Rate
Investment Committee
Investment Company Act
Investment Period
Investment Strategy
Investor
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Fee
Net Asset Value
Partnership Agreement
Portfolio Company
Preferred Return
Private Placement Memorandum
Qualifying Investment
Regulatory Authority
SEBI
Side Letter
Subscription Amount
Subscription Interest
Term
Transfer
Trust Deed
Underlying Assets
Valuation Date
Valuation Policy
Administration Agreement
Affiliate
AIF Regulations
Applicable Law
Business Day
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Closing
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Investor
Distribution
Drawdown Notice
Escrow Account
FEMA
Final Closing
Financial Year
Fund
Fund Documents
Fund Manager
General Partner
Hurdle Rate
Investment Committee
Investment Company Act
Investment Period
Investment Strategy
Investor
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Fee
Net Asset Value
Partnership Agreement
Portfolio Company
Preferred Return
Private Placement Memorandum
Qualifying Investment
Regulatory Authority
SEBI
Side Letter
Subscription Amount
Subscription Interest
Term
Transfer
Trust Deed
Underlying Assets
Valuation Date
Valuation Policy
Clauses
Subscription
Capital Commitment
Capital Calls
Payment Obligations
Representations and Warranties
Regulatory Compliance
Investment Strategy
Management Fees
Carried Interest
Transfer Restrictions
Default
Indemnification
Confidentiality
Non-Disclosure
Governing Law
Dispute Resolution
Force Majeure
Amendments
Assignment
Termination
Notices
Anti-Money Laundering
KYC Requirements
Tax Matters
Co-Investment Rights
Most Favored Nation
Key Person
Advisory Committee
Reporting Requirements
Withdrawal Rights
Investment Restrictions
Excuse Rights
Limited Liability
Power of Attorney
Entire Agreement
Capital Commitment
Capital Calls
Payment Obligations
Representations and Warranties
Regulatory Compliance
Investment Strategy
Management Fees
Carried Interest
Transfer Restrictions
Default
Indemnification
Confidentiality
Non-Disclosure
Governing Law
Dispute Resolution
Force Majeure
Amendments
Assignment
Termination
Notices
Anti-Money Laundering
KYC Requirements
Tax Matters
Co-Investment Rights
Most Favored Nation
Key Person
Advisory Committee
Reporting Requirements
Withdrawal Rights
Investment Restrictions
Excuse Rights
Limited Liability
Power of Attorney
Entire Agreement
Relevant Industries
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Banking
Professional Services
Real Estate
Infrastructure
Healthcare
Technology
Manufacturing
Consumer Goods
Energy
Relevant Teams
Legal
Compliance
Investment
Finance
Risk Management
Operations
Investor Relations
Due Diligence
Fund Administration
Corporate Governance
Relevant Roles
Chief Investment Officer
Fund Manager
Investment Director
Legal Counsel
Compliance Officer
Chief Financial Officer
Investment Analyst
Risk Manager
Portfolio Manager
Managing Partner
General Counsel
Investment Committee Member
Fund Administrator
Investor Relations Manager
Due Diligence Officer
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