The Venture Capital General Partner Agreement is a foundational document used when establishing or restructuring venture capital funds in Austria. It is essential for defining the legal and operational framework between the general partner and the fund vehicle, typically structured as a limited partnership (Kommanditgesellschaft). This agreement is particularly crucial in the Austrian context, where it must comply with both domestic regulations (such as the AIFMG) and EU directives. The document covers comprehensive terms including management fees, carried interest, investment policies, regulatory compliance, and governance structures. It's typically used when launching new funds, bringing in new general partners, or updating existing fund structures to comply with evolving regulatory requirements. The agreement must be carefully tailored to meet specific Austrian legal requirements while addressing international investment management standards.
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Key Requirements PROMPT example:
Venture Capital General Partner Agreement
"I need a Venture Capital General Partner Agreement under Austrian law for a new €50M technology-focused fund launching in March 2025, with specific provisions for ESG compliance and cryptocurrency investments."
1. Parties: Identification of the general partner(s) and the fund entity
2. Background: Context of the agreement, fund structure, and purpose
3. Definitions: Key terms used throughout the agreement including financial, regulatory, and operational definitions
4. Appointment and Authority: Formal appointment of general partner and scope of authority
5. Duties and Responsibilities: Detailed obligations of the general partner including fund management, investment decisions, and regulatory compliance
6. Management Fee: Structure and calculation of management fees, payment terms, and adjustments
7. Carried Interest: Formula for carried interest calculation, vesting, clawback provisions, and distribution waterfall
8. Investment Committee: Structure, composition, and decision-making processes of the investment committee
9. Regulatory Compliance: Obligations regarding AIFMD compliance, reporting, and other regulatory requirements
10. Representations and Warranties: Standard and specific declarations by the general partner
11. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions
12. Term and Termination: Duration of appointment, termination grounds, and consequences
13. Confidentiality: Protection of fund and portfolio company information
14. Notices: Communication procedures and contact details
15. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution procedures
1. Key Person Provisions: Used when specific individuals are crucial to the fund's operation, defining their commitments and consequences of departure
2. Non-Competition: Required when partners need to be restricted from competing activities
3. Co-Investment Rights: Include when general partners have rights to co-invest alongside the fund
4. Succession Planning: Necessary for larger partnerships to address partner retirement and replacement
5. Insurance Requirements: Specific insurance obligations beyond standard coverage
6. ESG Policy: Environmental, Social and Governance requirements if part of fund mandate
7. Related Party Transactions: Required when there are affiliated entities or parallel funds
8. Digital Asset Provisions: Necessary for funds investing in digital assets or cryptocurrencies
1. Investment Guidelines: Detailed investment criteria, restrictions, and processes
2. Carried Interest Calculations: Detailed methodology and examples of carried interest calculations
3. Management Fee Structure: Detailed breakdown of fee calculations and adjustments
4. Compliance Manual: Regulatory compliance procedures and requirements
5. Conflict Resolution Procedures: Detailed processes for handling conflicts of interest
6. Reporting Requirements: Templates and specifications for required reports
7. Investment Committee Charter: Detailed procedures for investment committee operations
8. Form of GP Capital Commitment: Terms of general partner's capital commitment to the fund
9. Key Person Insurance Requirements: Specifications for required insurance coverage
10. Anti-Money Laundering Procedures: Detailed AML compliance procedures
Authors
Relevant legal definitions
Accounting Period
Acquisition Cost
AIFMD
Annual Budget
Associated Person
Austrian Financial Market Authority
Bad Leaver
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Cause
Clawback Amount
Clawback Obligation
Closing Date
Commencement Date
Commitment Period
Confidential Information
Conflict of Interest
Control
Deal Flow
Default
Depositary
Distribution
Draw Down Notice
EBITDA
ESG Requirements
Establishment Costs
Exit
Fair Market Value
Final Closing
First Closing
Follow-on Investment
Fund Documents
Fund Term
Good Leaver
GP Commitment
GP Removal Event
Holding Period
Hurdle Rate
Investment
Investment Advisory Agreement
Investment Committee
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Company
Management Fee
Net Asset Value
Operating Expenses
Partnership Agreement
Performance Fee
Portfolio Company
Preferred Return
Principal
Qualifying Investment
Regulatory Requirements
Related Party
Removal
Reserved Matters
Return of Capital
Side Letter
Subscription Agreement
Successor Fund
Target Return
Term
Transfer
Valuation Policy
Venture Capital Investment
Winding-Up
Acquisition Cost
AIFMD
Annual Budget
Associated Person
Austrian Financial Market Authority
Bad Leaver
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Cause
Clawback Amount
Clawback Obligation
Closing Date
Commencement Date
Commitment Period
Confidential Information
Conflict of Interest
Control
Deal Flow
Default
Depositary
Distribution
Draw Down Notice
EBITDA
ESG Requirements
Establishment Costs
Exit
Fair Market Value
Final Closing
First Closing
Follow-on Investment
Fund Documents
Fund Term
Good Leaver
GP Commitment
GP Removal Event
Holding Period
Hurdle Rate
Investment
Investment Advisory Agreement
Investment Committee
Investment Guidelines
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Company
Management Fee
Net Asset Value
Operating Expenses
Partnership Agreement
Performance Fee
Portfolio Company
Preferred Return
Principal
Qualifying Investment
Regulatory Requirements
Related Party
Removal
Reserved Matters
Return of Capital
Side Letter
Subscription Agreement
Successor Fund
Target Return
Term
Transfer
Valuation Policy
Venture Capital Investment
Winding-Up
Clauses
Appointment
Authority
Management Powers
Fiduciary Duties
Investment Decision Making
Management Fee
Carried Interest
Expense Allocation
Capital Commitment
Investment Restrictions
Regulatory Compliance
Reporting Obligations
Risk Management
Confidentiality
Non-Competition
Key Person
Removal Rights
Succession Planning
Representations and Warranties
Liability
Indemnification
Insurance
Term and Termination
Assignment
Amendments
Governing Law
Dispute Resolution
Force Majeure
Notices
Severability
Entire Agreement
Third Party Rights
Data Protection
Anti-Money Laundering
ESG Compliance
Co-Investment Rights
Conflict of Interest
Related Party Transactions
Fund Administration
Record Keeping
Valuation
Authority
Management Powers
Fiduciary Duties
Investment Decision Making
Management Fee
Carried Interest
Expense Allocation
Capital Commitment
Investment Restrictions
Regulatory Compliance
Reporting Obligations
Risk Management
Confidentiality
Non-Competition
Key Person
Removal Rights
Succession Planning
Representations and Warranties
Liability
Indemnification
Insurance
Term and Termination
Assignment
Amendments
Governing Law
Dispute Resolution
Force Majeure
Notices
Severability
Entire Agreement
Third Party Rights
Data Protection
Anti-Money Laundering
ESG Compliance
Co-Investment Rights
Conflict of Interest
Related Party Transactions
Fund Administration
Record Keeping
Valuation
Relevant Industries
Financial Services
Investment Management
Venture Capital
Private Equity
Technology
Professional Services
Banking
Legal Services
Fund Administration
Asset Management
Relevant Teams
Legal
Compliance
Investment Management
Risk Management
Finance
Operations
Fund Administration
Investor Relations
Regulatory Reporting
Portfolio Management
Relevant Roles
General Partner
Fund Manager
Managing Director
Investment Director
Chief Investment Officer
Legal Counsel
Compliance Officer
Risk Manager
Chief Financial Officer
Fund Administrator
Investment Committee Member
Portfolio Manager
Managing Partner
Head of Venture Capital
Regulatory Reporting Officer
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