The Private Equity Fund Subscription Agreement is a fundamental document used when investors join a private equity fund in Germany. It serves as the primary contractual framework establishing the relationship between the fund and its investors, detailing capital commitments, investment terms, and compliance obligations. This document must comply with German investment law (Kapitalanlagegesetzbuch - KAGB) and related regulations, including anti-money laundering requirements and investor qualification criteria. It typically includes comprehensive KYC requirements, tax-related provisions, and data protection compliance under GDPR. The agreement is essential for both fund managers raising capital and investors making private equity investments, forming part of the broader fund documentation suite.
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1. Parties: Identification of the Fund, Fund Manager/General Partner, and the Subscribing Investor
2. Background: Context of the fund, its structure, and purpose of the subscription agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Capital Commitment: Details of investor's capital commitment, subscription amount, and payment terms
5. Closing Conditions: Conditions precedent to accepting the subscription and admission as a limited partner
6. Capital Calls: Process and terms for making capital calls and investor's obligation to fund
7. Representations and Warranties of the Investor: Investor's confirmations regarding eligibility, capacity, and compliance with laws
8. Representations and Warranties of the Fund: Fund's confirmations regarding authority, structure, and compliance
9. Anti-Money Laundering Provisions: Compliance requirements with German AML laws and ongoing obligations
10. Confidentiality: Obligations regarding confidential information and permitted disclosures
11. Notices: Communication procedures and contact details
12. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
13. General Provisions: Miscellaneous legal provisions including severability, amendments, and entire agreement
1. Tax Matters: Specific tax-related provisions, required if the investor has special tax status or requirements
2. FATCA Compliance: Additional provisions for US FATCA compliance, required for funds with US investors or reporting obligations
3. Side Letter Provisions: Reference to any side letter arrangements, needed if investor has negotiated special terms
4. Power of Attorney: Required if the fund structure requires specific PoA for the general partner
5. Distribution Provisions: Specific distribution terms if different from the main fund documents
6. ESG Provisions: Environmental, Social and Governance requirements, if relevant to the fund's strategy
1. Subscription Form: Detailed form capturing investor information and subscription details
2. KYC Documentation Requirements: List of required KYC documents and verification requirements
3. Investment Criteria: Eligibility criteria and investment requirements
4. Fee Schedule: Detailed breakdown of applicable fees and expenses
5. FATCA/CRS Self-Certification: Tax status self-certification forms
6. Wire Transfer Instructions: Banking details for capital contributions
7. Privacy Notice: GDPR-compliant privacy notice for personal data processing
8. Power of Attorney Form: Standard PoA form if required by fund structure
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