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The Private Equity Fund Agreement serves as the foundational document for establishing and operating a private equity fund in the United States. It is essential when forming a new investment vehicle that pools capital from qualified investors for making private equity investments. The agreement addresses crucial aspects such as capital commitments, investment strategy, management fees, carried interest, governance rights, and regulatory compliance. It must align with U.S. securities laws, including the Investment Company Act of 1940 and various SEC regulations. The document is particularly important for ensuring clear alignment between the General Partner's management responsibilities and Limited Partners' rights and obligations.

1. Parties: Identification of the General Partner, Limited Partners, and Fund entity

2. Background: Purpose of the fund and basic structure

3. Definitions: Key terms used throughout the agreement

4. Fund Structure and Term: Legal structure, duration, and extension provisions

5. Capital Commitments: Investment commitments, capital calls, and defaulting investor provisions

6. Investment Strategy: Investment objectives, restrictions, and limitations

7. Management and Governance: Powers and duties of General Partner, Investment Manager, and key persons

8. Fees and Expenses: Management fees, carried interest, and expense allocation

9. Distributions: Distribution waterfall and clawback provisions