The Private Equity Management Agreement is a foundational document used when establishing or formalizing the relationship between a professional investment manager and a private equity fund in Canada. This agreement is essential for private equity operations as it defines the scope of the manager's authority, responsibilities, and compensation structure while ensuring compliance with Canadian federal and provincial regulations. The document typically comes into play during fund formation, when changing fund managers, or when updating existing management arrangements to reflect new regulatory requirements or business terms. It must adhere to requirements set forth by provincial securities regulators and national instruments such as NI 31-103 and NI 45-106, while addressing specific aspects of Canadian private equity operations including tax considerations, privacy laws, and anti-money laundering regulations.
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1. Parties: Identification of the management company, the fund entity, and other relevant parties
2. Background: Context of the agreement, including fund structure and purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Appointment and Authority: Formal appointment of the manager and scope of authority
5. Investment Strategy and Objectives: Detailed description of investment strategy, restrictions, and objectives
6. Management Services: Comprehensive list of services to be provided by the manager
7. Management Fees and Expenses: Structure of management fees, carried interest, and expense allocation
8. Reporting and Administration: Requirements for financial reporting, valuations, and administrative duties
9. Representations and Warranties: Standard representations from both manager and fund
10. Conflicts of Interest: Procedures for identifying and managing conflicts of interest
11. Term and Termination: Duration of agreement and termination provisions
12. Confidentiality: Protection of confidential information and trade secrets
13. Indemnification: Mutual indemnification provisions and liability limitations
14. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
1. Key Person Provisions: Required when specific individuals are crucial to the management strategy
2. Co-Investment Rights: Include when manager or related parties have co-investment rights
3. ERISA Provisions: Required when US pension fund investors are involved
4. Foreign Investment Provisions: Include when dealing with cross-border investments
5. ESG Policy: Include when environmental, social, and governance considerations are part of the investment strategy
6. Cybersecurity and Data Protection: Required when handling sensitive digital assets or personal data
7. Side Letter Integration: Include when certain investors have separate side letter agreements
8. Succession Planning: Include when continuity of management is a key concern
1. Schedule A - Investment Guidelines: Detailed investment criteria, restrictions, and allocation policies
2. Schedule B - Fee Structure: Detailed breakdown of management fees, carried interest calculations, and hurdle rates
3. Schedule C - Valuation Policy: Methodology for valuing portfolio investments
4. Schedule D - Reporting Requirements: Templates and specifications for required reports
5. Schedule E - Key Personnel: List of key management personnel and their roles
6. Schedule F - Conflict Resolution Procedures: Detailed procedures for managing conflicts of interest
7. Appendix 1 - Power of Attorney: Standard form of power of attorney granted to the manager
8. Appendix 2 - Compliance Manual: Summary of compliance policies and procedures
9. Appendix 3 - Service Providers: List of approved service providers and their roles
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