The Subscription Agreement Private Equity is a fundamental document used when investors (Limited Partners) seek to participate in a private equity fund governed by German law. This agreement serves as the primary contractual framework establishing the relationship between the fund and its investors, detailing crucial elements such as capital commitments, drawdown mechanisms, and regulatory compliance requirements. It is specifically tailored to meet German regulatory requirements, including compliance with the KAGB, anti-money laundering regulations, and GDPR. The document is essential for fund formation and capital raising activities in Germany, incorporating market-standard provisions while addressing jurisdiction-specific legal requirements. It typically forms part of a broader suite of fund documentation and may be accompanied by side letters for larger investors.
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1. Parties: Identification of the fund entity, management company/general partner, and the subscribing investor
2. Background: Context of the subscription, basic fund structure, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including commitment amounts, investment period, and regulatory definitions
4. Subscription and Admission: Core subscription terms, commitment amount, and admission process to the fund
5. Capital Commitments and Drawdowns: Terms governing capital commitments, drawdown mechanics, notice requirements, and payment obligations
6. Representations and Warranties: Standard and regulatory representations from the investor, including eligibility and qualification statements
7. Regulatory Compliance: KAGB compliance, AML requirements, GDPR provisions, and other regulatory obligations
8. Default Provisions: Consequences and remedies for failing to meet capital calls or other obligations
9. Transfer Restrictions: Limitations and procedures for transferring fund interests
10. Confidentiality: Confidentiality obligations regarding fund information and investor data
11. Notices: Communication procedures and requirements, particularly for capital calls
12. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
13. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement
1. ERISA Provisions: Required if accepting US pension fund investors, containing specific ERISA compliance requirements
2. FATCA Compliance: Required for funds accepting US investors or having US investments
3. Co-Investment Rights: Optional section detailing any co-investment rights granted to specific investors
4. Most Favored Nations: For larger investors who negotiate preferential rights
5. ESG Provisions: Environmental, Social and Governance requirements if relevant to the fund's strategy
6. Sovereign Immunity Waiver: Required when accepting governmental or sovereign wealth fund investors
7. Side Letter Integration: Required if the investor has a side letter containing additional rights or obligations
1. Subscription Form: Detailed form capturing investor information, commitment amount, and contact details
2. Investor Qualification Questionnaire: Questionnaire confirming investor status, sophistication, and regulatory classifications
3. KYC/AML Checklist: Required documentation and information for anti-money laundering compliance
4. GDPR Notice: Detailed privacy notice and data processing information
5. Power of Attorney: If required for certain actions or jurisdictions
6. Tax Forms: Required tax forms and certificates, including German tax forms and where applicable, W-8/W-9 forms
7. Fund Terms Summary: Key commercial terms of the fund, often from the Private Placement Memorandum
8. Banking Details: Fund account information for capital contributions
9. Form of Drawdown Notice: Template for capital call notices
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