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Private Equity Management Agreement
"I need a Private Equity Management Agreement for a Philippine-based management company specializing in tech investments, with specific provisions for co-investment rights and ESG compliance requirements, to be effective from March 2025."
1. Parties: Identification of the management company and the fund entity/investors
2. Background: Context of the agreement, including fund structure and purpose
3. Definitions: Key terms used throughout the agreement
4. Appointment and Authority: Formal appointment of the manager and scope of authority
5. Management Services: Detailed description of services to be provided by the manager
6. Investment Strategy and Restrictions: Agreed investment approach, limitations, and compliance with Philippine regulations
7. Management Fees and Expenses: Fee structure, calculation methods, and payment terms
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Duties and Responsibilities: Specific obligations of the manager including regulatory compliance
10. Reporting and Accountability: Required reports, frequency, and content of management information
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination provisions
13. Indemnification: Mutual indemnification provisions and liability limitations
14. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction
15. Notices: Communication procedures between parties
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Key Person Provisions: Required when specific individuals are crucial to the management services
2. Co-Investment Rights: Include when manager or affiliates have rights to co-invest in deals
3. Advisory Committee: When an advisory committee is established to oversee certain decisions
4. FATCA Compliance: Required for funds with US investors or connections
5. ESG Policies: Include when environmental, social, and governance considerations are part of the investment strategy
6. Cybersecurity and Data Protection: Detailed provisions when handling sensitive digital assets or significant personal data
7. Foreign Investment Provisions: Required when dealing with foreign investors or cross-border investments
8. Side Letter Integration: When individual investors have separate side letter agreements
1. Schedule 1: Investment Guidelines: Detailed investment policies, restrictions, and parameters
2. Schedule 2: Fee Structure: Detailed breakdown of management fees, carried interest, and other charges
3. Schedule 3: Calculation of Net Asset Value: Methodology for calculating NAV and valuation principles
4. Schedule 4: Reporting Requirements: Templates and specifications for required reports
5. Schedule 5: Key Personnel: List of key management personnel and their roles
6. Schedule 6: Power of Attorney: Specific powers granted to the manager
7. Appendix A: Compliance Procedures: Detailed compliance protocols and requirements
8. Appendix B: Risk Management Procedures: Risk management framework and protocols
9. Appendix C: Administrative Services: Detailed description of administrative services provided
10. Appendix D: Form of Investor Notices: Standard templates for investor communications
Authors
Affiliate
Agreement
Annual Budget
Applicable Law
Assets Under Management
Auditors
Authorized Investments
Board
Business Day
Carried Interest
Catch-up Period
Cause
Clawback
Closing Date
Commitment Period
Confidential Information
Control
Custodian
Distribution
Due Diligence
Effective Date
ESG Requirements
Exit
FATCA
Financial Year
Force Majeure Event
Fund
Fund Documents
Fund Administrator
Hurdle Rate
Investment Committee
Investment Guidelines
Investment Management Services
Investment Objective
Investment Period
Investment Policy
Investment Strategy
Investor
Key Person
Key Person Event
Limited Partners
Management Company
Management Fee
Net Asset Value
Operating Expenses
Performance Fee
Portfolio Company
Portfolio Investment
Preferred Return
Regulatory Authority
Related Party
SEC
Securities Regulation Code
Side Letter
Subscription Agreement
Term
Transaction Fees
Transfer
Valuation Date
Valuation Policy
Authority
Scope of Services
Investment Powers
Investment Restrictions
Management Fees
Performance Fees
Expense Allocation
Representations and Warranties
Duties and Obligations
Standard of Care
Regulatory Compliance
Reporting Requirements
Valuation
Risk Management
Investment Process
Confidentiality
Data Protection
Conflicts of Interest
Related Party Transactions
Key Person
Non-Competition
Non-Solicitation
Record Keeping
Audit Rights
Force Majeure
Term
Termination
Consequences of Termination
Indemnification
Limitation of Liability
Assignment
Delegation
Amendment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Anti-Money Laundering
FATCA Compliance
ESG Requirements
Side Letter Compliance
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Professional Services
Banking
Corporate Services
Legal Services
Fund Administration
Legal
Compliance
Investment Management
Risk Management
Operations
Finance
Investor Relations
Due Diligence
Portfolio Management
Executive Management
Chief Executive Officer
Chief Investment Officer
Fund Manager
Investment Director
Compliance Officer
Legal Counsel
Risk Manager
Portfolio Manager
Investment Analyst
Managing Partner
General Counsel
Chief Financial Officer
Operations Director
Investor Relations Manager
Due Diligence Officer
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