领域：垂类场景 · 法律

PRIVATE EQUITY FUND SUBSCRIPTION AGREEMENT
Article 1: Fund Structure and Investment Objectives
This Subscription Agreement ("Agreement") is entered into between the General Partner, acting as the fund manager of ABC Private Equity Fund L.P. ("Fund"), and the undersigned Limited Partner ("Investor" or "Subscriber"). The Fund is structured as a limited partnership domiciled in Delaware, with the General Partner holding unlimited liability for fund operations and Limited Partners enjoying limited liability protection subject to their capital commitments.
The Fund's primary investment objective is to achieve superior risk-adjusted returns through acquiring controlling or significant minority stakes in middle-market companies across diversified sectors. The investment strategy focuses on value creation through operational improvements, strategic repositioning, and prudent use of leverage. The Fund operates under a closed-end structure with a predetermined investment period of five years, followed by a harvest period not exceeding three years.
Article 2: Capital Commitment and Drawdown Mechanisms
The Investor hereby commits to contribute the aggregate amount specified in Schedule A ("Capital Commitment") to the Fund. Such commitment represents the maximum amount that may be called by the General Partner during the commitment period. Capital contributions shall be made through a series of capital calls issued by the General Partner upon not less than ten (10) business days' prior written notice to all Limited Partners.
Each capital call notice shall specify the purpose of the drawdown, the aggregate amount being called, each Limited Partner's pro rata share based on their respective capital commitments, and the deadline for funding. Failure to satisfy a capital call within the prescribed timeframe shall constitute a default event, subjecting the defaulting Limited Partner to remedial measures including, but not limited to, dilution of their partnership interest, forfeiture of previously contributed capital, and potential forced withdrawal from the Fund.
The General Partner reserves the right to implement a bridging facility to accommodate temporary funding needs, with any associated costs allocated proportionally among all Limited Partners. Interest expense and arrangement fees related to such facilities shall be treated as Fund expenses and allocated according to the waterfall distribution mechanism outlined herein.
Article 3: Management Fee Structure and Carried Interest
The Investor acknowledges and agrees to pay a management fee calculated as 2.0% per annum of the Investor's capital commitment during the commitment period, and 2.0% per annum of the Investor's contributed capital thereafter. Management fees are payable quarterly in advance and are subject to offset against future carried interest distributions to the General Partner.
The General Partner shall be entitled to carried interest equal to 20% of the Fund's net profits, subject to an 8% preferred return hurdle rate applied to Limited Partners' contributed capital. The carried interest calculation shall employ the European waterfall method, whereby carried interest is only distributed after all Limited Partners have received return of their contributed capital plus the specified preferred return on a cumulative basis.
Any carried interest distributed to the General Partner shall be subject to clawback provisions in the event that subsequent portfolio company exits result in aggregate Fund performance falling below the hurdle rate threshold. The clawback mechanism ensures that Limited Partners receive their preferred return before any carried interest is definitively retained by the General Partner.
Article 4: Portfolio Company Governance and Reserved Rights
The General Partner shall maintain discretionary authority over all investment decisions, including but not limited to initial acquisitions, follow-on investments, portfolio company board representation, and exit strategies. However, certain material decisions require Limited Partner advisory committee approval or supermajority consent as specified in the Limited Partnership Agreement.
Reserved rights subject to Limited Partner approval include: (i) amendments to the investment strategy or geographic focus; (ii) co-investment opportunities exceeding 15% of total Fund commitments; (iii) related party transactions involving the General Partner or its affiliates; (iv) modifications to the fee structure or carried interest arrangement; and (v) early termination of the Fund or extension of the investment period beyond the initial five-year term.
The Limited Partner advisory committee shall comprise representatives elected by Limited Partners holding not less than 66% of total capital commitments. Advisory committee members serve two-year terms and are responsible for reviewing potential conflicts of interest, approving annual valuations of portfolio investments, and providing guidance on material Fund governance matters.
Article 5: Due Diligence and Disclosure Obligations
The Investor represents and warrants that they have conducted adequate due diligence regarding the Fund's investment strategy, risk profile, and operational framework. The Investor acknowledges receipt of the Fund's Private Placement Memorandum, Limited Partnership Agreement, and audited financial statements of the General Partner.
The General Partner shall provide quarterly reporting to all Limited Partners, including portfolio company valuations prepared in accordance with International Private Equity and Venture Capital Valuation Guidelines. Annual reports shall include audited financial statements prepared by an independent accounting firm of recognized international standing.
The General Partner maintains discretionary authority regarding the timing and method of portfolio company exits, including initial public offerings, strategic sales, management buyouts, and secondary market transactions. Limited Partners acknowledge that liquidity events are inherently unpredictable and may require extended holding periods to maximize value creation.
Article 6: Risk Factors and Regulatory Compliance
Investment in the Fund involves substantial risks, including but not limited to: (i) potential total loss of invested capital; (ii) illiquidity of partnership interests; (iii) concentration risk due to focused investment strategy; (iv) leverage-related risks at both Fund and portfolio company levels; (v) regulatory changes affecting target markets or investment structures; and (vi) key person dependency related to the General Partner's investment team.
The Fund is exempt from registration under the Investment Company Act of 1940 pursuant to Section 3(c)(1) thereof and relies on exemptions under the Securities Act of 1933 for private placement of partnership interests. The Investor must qualify as an accredited investor as defined under Regulation D and satisfy applicable suitability standards.
Cross-border investments may expose the Fund to foreign exchange risk, political risk, and varying regulatory environments. The General Partner maintains professional indemnity insurance and implements comprehensive compliance procedures to mitigate operational risks, but cannot guarantee protection against all potential liabilities.
Article 7: Transfer Restrictions and Secondary Market Transactions
Partnership interests are subject to strict transfer restrictions and may not be sold, assigned, or transferred without prior written consent of the General Partner. Any proposed transfer must comply with applicable securities laws and maintain the Fund's exemption status under relevant investment company regulations.
Secondary market transactions involving partnership interests require valuation opinions from qualified independent appraisers and may trigger right of first refusal provisions in favor of existing Limited Partners. Transfer procedures must allow adequate due diligence periods for prospective assignees and ensure compliance with know-your-customer and anti-money laundering requirements.
The General Partner reserves the right to implement mandatory redemption provisions in cases where Limited Partner transfers would compromise the Fund's regulatory status or operational efficiency. Redemption prices shall be determined based on independently appraised net asset values, subject to applicable discounts reflecting illiquidity and transfer costs.
Article 8: Tax Considerations and Regulatory Reporting
The Fund is structured as a pass-through entity for U.S. federal income tax purposes, with all income, gains, losses, and deductions allocated to Limited Partners according to their respective partnership interests. Limited Partners are responsible for their own tax liabilities arising from Fund operations and distributions.
The General Partner shall provide annual Schedule K-1 forms detailing each Limited Partner's allocable share of Fund income and expenses. International investors may be subject to withholding taxes on U.S.-source income and should consult independent tax advisors regarding treaty benefits and foreign tax credit opportunities.
The Fund maintains compliance with Foreign Account Tax Compliance Act (FATCA) requirements and Common Reporting Standard (CRS) obligations. Limited Partners acknowledge that confidential information may be disclosed to tax authorities pursuant to applicable reporting requirements and international tax treaties.
Article 9: Termination and Liquidation Procedures
The Fund shall terminate upon the earlier of: (i) expiration of the partnership term as specified in the Limited Partnership Agreement; (ii) completion of all portfolio exits and final distributions; (iii) dissolution by General Partner election; or (iv) removal of the General Partner by supermajority Limited Partner vote for cause.
Upon termination, the General Partner shall liquidate remaining portfolio investments in an orderly manner designed to maximize recovery values for Limited Partners. Liquidation proceeds shall be distributed according to the waterfall mechanism, with Limited Partners receiving priority over carried interest distributions until full return of contributed capital plus preferred returns.
Final accounting and distribution statements shall be prepared by independent auditors and distributed to all Limited Partners within 90 days of final asset disposition. Any remaining liabilities or contingent obligations shall be reserved against final distributions until resolution or expiration of applicable statute of limitations periods.
Article 10: Dispute Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. Any disputes arising under this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration shall be conducted by a three-member panel, with each party selecting one arbitrator and the two party-appointed arbitrators selecting a neutral chairperson. Arbitration proceedings shall be confidential, and awards shall be final and binding upon all parties, subject only to limited judicial review as provided under the Federal Arbitration Act.
The prevailing party in any dispute resolution proceeding shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party. All parties waive any right to jury trial and agree that arbitration is the exclusive method for resolving disputes related to this Agreement or the Fund's operations.

翻译考点：
考点1：Limited Partnership 推荐译为"有限合伙企业"
考点2：Capital Commitment 推荐译为"出资承诺"
考点3：Drawdown Mechanisms 推荐译为"资金调用机制""缴款机制"
考点4：Carried Interest 推荐译为"附带权益""业绩报酬"
考点5：Hurdle Rate 推荐译为"门槛收益率"
考点6：European Waterfall Method 推荐译为"欧式瀑布分配法"
考点7：Clawback Provisions 推荐译为"回拨条款"
考点8：Pass-through Entity 推荐译为"税收透明实体"
考点9：Schedule K-1 必须译为"K-1税表/K-1表/K-1表格"
考点10：Binding Arbitration 推荐译为"强制仲裁"/“有拘束力的仲裁”
考点11：Harvest Period 推荐译为"退出期"
考点12：International Private Equity and Venture Capital Valuation Guidelines 推荐译为"《国际私募股权和风险投资估值指引》/《IPEV估值指引》"