Private Equity Management Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Private Equity Management Agreement is a crucial document used when establishing a formal relationship between a private equity management company and a fund entity in the Philippines. It serves as the primary contract governing how the fund will be managed, detailing everything from investment strategies and fee structures to regulatory compliance requirements. This agreement is essential for private equity operations in the Philippines, where it must comply with the Securities Regulation Code, Investment Company Act, and other relevant financial regulations. The document typically comes into play during fund formation or when appointing a new management company, and it forms the cornerstone of the fund's governance structure. It includes comprehensive provisions for investment management services, risk controls, reporting obligations, and investor protection measures, all tailored to meet Philippine regulatory requirements and market practices.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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
Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Asset Management

Professional Services

Banking

Corporate Services

Legal Services

Fund Administration

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Operations

Finance

Investor Relations

Due Diligence

Portfolio Management

Executive Management

Relevant Roles

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

Industries
Securities Regulation Code (Republic Act No. 8799): Primary legislation governing securities, investments, and trading in the Philippines. Relevant for private equity operations, disclosure requirements, and investor protection.
Investment Company Act (Republic Act No. 2629): Regulates investment companies and their operations in the Philippines, including requirements for investment management agreements and fiduciary responsibilities.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Provides the legal framework for corporate governance, management structures, and corporate responsibilities which are essential for PE fund management.
Anti-Money Laundering Act (Republic Act No. 9160): Mandates KYC requirements and due diligence procedures for financial transactions and investment management services.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the collection, handling, and protection of personal information, including investor data and confidential investment information.
National Internal Revenue Code: Covers taxation aspects of private equity investments, management fees, and carried interest arrangements.
Securities and Exchange Commission Memorandum Circulars: Various implementing rules and regulations that provide specific guidelines for investment management activities and reporting requirements.
Foreign Investments Act (Republic Act No. 7042): Relevant for private equity arrangements involving foreign investors or cross-border transactions.
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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