| Contract No. 1 private investment fund guidelines |
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| Date：2016-06-14 View：3965 |
Contract No. 1 private investment fund guidelines
(Contractual private equity fund contract and Format Guidelines)
Contractual private investment fund contract and Format Guidelines
Chapter I General Provisions
First under the "Securities Investment Fund Law" (hereinafter referred to as the "Fund Law"), "private investment fund supervision and management of Interim Measures" (hereinafter referred to as "private") to "private equity fund managers and fund registration record (Trial ) "and other relevant regulations of the guidelines.
The second contract in the form of private equity fund managers raised by the establishment of private equity investment funds, private investment funds should be developed contract (hereinafter referred to as "the Fund Contract") in accordance with these guidelines; private equity fund managers to establish the form of contracts to raise private equity funds, venture capital funds and other types of investment funds should refer to the guidelines for the development of private equity investment fund contract.
Fund Name Article shall be identified in the contract, the words "private investment fund," "private equity."
Article fund contract parties shall abide by equality, voluntariness, honesty and credibility, the Fund entered into a contract of fairness, safeguard the legitimate rights and interests of investors, must not harm national interests and public interests.
Article content fund contract shall not contain false or misleading statements.
Article hosting private fund, and private equity fund managers, fund trustees and investors according to the requirements of the directives should be tripartite co-signed the contract funds; fund contract expressly agreed not hosting should be explicit guarantees in the fund contract in accordance with the requirements of the Guidelines private equity funds and property security systems and measures, storage mechanisms and dispute settlement mechanism.
Article VII of the Guidelines for the clear requirements of the fund contract shall specify the content of the relevant provisions of the guidelines. Without violation "Fund Law", "private approach" and the relevant laws and regulations, the fund contract parties may agree that the present guidelines specify matters other than content based on the actual situation. The Guidelines some specific requirements on the parties really do not apply, the parties can make reasonable adjustments and changes to the content, but managers should be in the "Risk Disclosure Statement" in the special disclosed to investors in the fund contract and submitted to China Fund industry Association issued a written statement at the record.
Chapter II Fund contract text
Section I Introduction
Article VIII of the Fund entered into the contract should stipulate that the purpose of the fund contract, the basis and principles.
Interpretation Section
Article IX Response Fund contract terms have specific legal meanings give clear explanations and instructions.
III Statement of Commitment
Article X prescribed declaration and commitment to private equity fund managers, private equity funds and private equity investors custodian, and in the contract set out in a bold font, including but not limited to:
Private equity fund managers to ensure that before the funds raised in China's fund industry association registered as a private equity fund managers, and setting out the administrator registration code. Private equity fund managers should be further statement to investors, China fund industry association for the private fund managers and private equity fund manager registration does not constitute an investment capacity of private equity fund managers, co-accredited continuing compliance situation; not as a property fund Guarantee. Private equity fund managers have to ensure that before the signing of this contract reveals the associated risks; already know about private equity investors' risk appetite, risk perception ability and affordability. Private equity fund managers in accordance with the principle of commitment to fulfill their duties, honesty, prudence and diligence in the management of the use of fund assets, profitability and lowest income of the Fund's activities does not make a commitment.
Private equity fund trustees fulfill their duties in accordance with the commitment, honesty, prudence and diligence principles of safe custody of the fund assets, and fulfill other contractual obligations.
Private equity investors declared that it complies with "private approach" provides qualified investors, sources and uses of the property to ensure compliance with the relevant provisions of the state, and has full understanding of the terms of the contract, understanding of the relevant rights and obligations, understand the relevant laws and regulations of the Investment Fund the risk-return characteristics, are willing to bear the investment risk; commitment to private equity investors basic information about the purpose of their investment to provide private equity fund managers, investment preferences, investment restrictions, property income and risk tolerance and other true, complete and accurate legal, there are no material omissions or misleading. The preceding information as any substantive change, it shall promptly inform the recruitment agency or private equity fund managers. Private equity investors know, private equity fund managers, private equity fund custodians and related agencies should not fund property earnings make no promises or guarantees.
BASIC IV private equity fund
Article XI provides that the basic situation of private equity funds:
(A) the name of private equity funds;
Mode of operation (b) private equity funds, specifically states closed, open, or otherwise;
Plan (iii) private equity funds raised a total of (if any);
Investment objectives and scope (iv) private equity funds;
(E) the existence period of private equity funds;
Initial recruitment par value (vi) private fund shares;
(Vii) private equity fund structured arrangements (if any);
(Viii) private equity funds managed matters (if any);
Outsourcing matters (nine) private equity fund, the name of the prescribed outsourcing and outsourcing in China registered encoding fund industry registered association (if any);
(J) other contents required prescribed.
V private equity fund raising
Related matters prescribed in Article XII of private fund raising, including but not limited to:
Recruitment agencies (a) private equity fund raising target, floatation, raising period;
Subscription (b) private equity funds, private equity funds including the maximum number of qualified investors, subscription fee, subscription confirmation application, calculated the share subscription, management and treatment of interest and other initial subscription funds;
(Iii) private equity fund share subscription amount, payment terms and so on;
Investment cooling-off period (d) "private equity fund raising behavior management approach", the visit confirmed and so on.
Article XIII provides that private equity fund managers should be customers during the private equity fund to raise funds deposited in special accounts settlement of private fund raising, prescribed Bank account, account name, account number, and other oversight bodies.
The establishment of private equity funds and filing VI
Matters related to Article XIV of private equity funds set up, including, but not limited to:
(A) in the prescribed manner of private equity contract signed;
(Ii) the conditions established private equity fund;
(Iii) private fund raising failed approach.
Article XV private equity fund shall perform the filing procedures in accordance with China's fund industry association. The fund contract shall stipulate private equity funds in China's fund industry association complete record before the investment operations.
VII private equity fund subscription, redemption and transfer
During the operation of private equity funds, private equity investors purchase and redemption of private equity funds related matters prescribed in Article 16 include, but are not limited to:
Open Day and time (a) the purchase and redemption;
(B) the purchase and redemption of the way, the price of the program, identify and apply for institutions;
(Iii) the amount of the purchase and redemption restrictions. Investors Investors in private equity funds open day duration of private equity funds buy shares, the purchase price for the first time should not be less than one million yuan (excluding recognition / subscription fee) and meet the eligibility criteria of investors, private equity fund shares already held except for the additional purchase of fund shares in the open day duration assets. When the net assets of the Fund held by the investor is higher than 100 yuan, you can select the part of the redemption of fund shares, the net assets of the Fund held by investors after the redemption shall not be less than 100 million yuan, investors redeem fund shares net fund assets it holds less than 100 yuan, you must select the one-time redemption of all fund shares, investors do not hold shares redeemed all at once, the manager should be held by the fund share holders share do all the redemption process. "Private approach" set out in Article XIII investors may not apply to this item.
(Iv) the purchase and redemption fees;
Calculated (v) the share purchase, redemption amount is calculated;
(Vi) the identification huge redemption and treatment;
(Vii) to refuse or suspend the subscription and redemption of the situation and treatment.
Article XVII fund contract can be agreed between the fund share holders, as well as the fund share holders who transfer relevant responsibilities manner of fund shares to other qualified investors, fund managers and private programs. Fund share transfer shall be in accordance with the requirements of China's fund industry association share register. During and after the transfer of the transfer, the number of qualified investors holding fund shares in total not exceed a quorum.
Rights and obligations of the parties and VIII
Article XVIII provides that private equity fund managers, the basic situation of private equity fund trustees, including but not limited to name / name, address, contact person, mailing address, telephone number and other information. BASIC investors in the fund contract signed page statement.
Article XIX explain private equity funds should be set equal share. In addition to private equity fund contract provides otherwise, each share having equal legal rights.
According to Article XX "private approach" and other relevant regulations prescribed rights private equity fund managers, including but not limited to:
(A) in accordance with the fund contract, independent management and use of fund assets;
(B) in accordance with the fund contract, promptly and fully to obtain private equity fund managers management fees and performance fees (if any);
(C) to exercise their rights as fund assets are invested in accordance with the relevant provisions of the generated funds and the contract;
(D) According to the fund contract and other relevant regulations, supervision of private equity funds custodian for private equity fund custodian fund contract or the relevant laws and regulations, the interests of the fund property and other parties to cause significant losses, should take timely measures to stop;
(V) private equity fund managers to protect the interests of investors, may be in the range of laws and regulations, according to market conditions the Fund to subscribe, purchase, business rules (including, but not limited to, the total fund size, fund investors for the first time a single subscription, purchase amount, and the amount of each purchase shares of the Fund's total amount limit, etc.) to adjust;
(Vi) on behalf of the private equity fund managers, representatives of private equity fund investments and other third parties to sign the relevant agreement document to exercise their litigation rights or carrying out other legal acts.
According to Article XXI "private approach" and other relevant regulations prescribed obligations private equity fund managers, including but not limited to:
(A) carry out private equity fund managers and private equity registration filing procedures;
(B) in accordance with good faith, with due diligence and the obligation to fulfill the trustee, management and use of fund assets;
(Iii) make the questionnaire, risk identification and risk investors assume the ability to assess compliance with laws and regulations to qualified investors in private funds raised;
(Iv) risk disclosure statements to investors to fully reveal the risks associated with;
(V) adequately staffed with professional ability of investment analysis, decision-making, with professional management and operation management of the fund property;
(Vi) establish a sound internal system to ensure that inherent property of other private equity fund assets under management and its property management and private equity fund managers are independent of the management of different property separately and keep separate accounting, investment, respectively;
(Vii) shall not use his position to fund or property, other than himself or investors who reap benefits, transfer of benefits;
When the (eight) as their own or entrust other institutions as fund share registration agency funds, other funds entrusted to share business registration agency for registration of fund shares Registration Authority acts necessary oversight;
(IX) in accordance with the fund contract and private investors to accept the supervision of the fund custodian;
(J) the timely provision of non-equity securities assets voucher or certificate (including the register of shareholders and the business sector and the official seal of the rights issued documents) and other important documents (if any) to the Trustee in accordance with the fund contract;
(Xi) in accordance with the fund contract in charge of private equity fund accounting and preparing financial reports;
(Xii) calculated in accordance with the fund contract share of net fund reports to investors;
(Xiii) in accordance with laws and regulations and the fund contract, the information necessary for investors to disclose, reveal the operation of private equity assets, including the preparation and periodic reports to investors fund;
(Xiv) to determine the share of private funds purchase and redemption price, to take appropriate and reasonable measures to determine the method of calculation of the fund share trading price of the Fund comply with the contract provisions and contract laws and regulations;
(15) commercial confidentiality shall not divulge investment plans or intentions of private equity funds, etc., except as otherwise provided in laws and regulations;
All accounting documents (XVI) to save the private equity investment business activities, and to keep the relevant contract, transaction records and other relevant information, the shelf life from the date of termination of the private equity fund liquidation shall not be less than 10 years;
(17) fair treatment of different fund assets under management, the fund may not engage in any activity detrimental to property and other interests of the parties;
(18) to determine the private equity income distribution plan in accordance with the stipulations of the fund contract, the timely distribution of benefits to investors;
(Xix) organized and participated in fund assets liquidation team, participate in fund assets custody, liquidation, appraisal, liquidation and distribution;
(Xx) establish and maintain a roster of investors;
(21) is facing dissolution, when the law is revoked or declared bankrupt according to law, promptly report and notify the Association of Chinese fund industry private equity fund trustees and fund investors.
Article 22 The presence of more than two (including two) co-managed private equity fund manager, custodian jointly and severally liable for all investors. The division of responsibilities between the fund administrator contract agreement, the contract is not agreed or the agreement is unclear, and each manager to assume corresponding responsibility by fault.
Article 23 private equity fund managers employ other private equity fund managers as an investment adviser should be expressly agreed by the parties rights and obligations and responsibilities of the investment advisory agreement. Private equity fund managers shall not delegate its responsibility and dismissed as a fund manager.
Investment advisers conditions and selection procedures, and shall comply with the requirements of laws, regulations and industry self-regulation rules. Fund contract has been prescribed investment adviser shall set out by private equity fund managers hired investment advisers have an impact on the rights of the parties to the fund contract obligations. During the operation of private equity funds, private equity fund managers drew hired replacement investment adviser or investment adviser remuneration adjustment shall obtain consent fund share holders' meeting.
According to Article 24 of the "private approach" and other relevant regulations prescribed claimed private fund trustees, including but not limited to:
(A) in accordance with the stipulations of the fund contract, promptly and fully to obtain private equity fund hosting costs;
(B) in accordance with laws and regulations and the fund contract, supervise the operation of private equity fund managers to invest the fund's assets for private equity fund managers in violation of laws and regulations and the fund contract, the fund property and interests of other parties caused heavy losses case, have the right to report on China's fund industry association and to take the necessary measures;
(C) in accordance with the fund contract, shall be kept private fund assets.
According to Article 25 "private approach" and other relevant regulations prescribed private fund trustee obligations, including, but not limited to:
(A) safe custody of fund assets;
(B) meet the requirements of having a place of business with adequate, qualified full-time staff, responsible for the fund custodian property matters;
(Iii) hosted by different fund properties were set accounts to ensure the integrity and independence of fund assets;
(D) except in accordance with laws and regulations and the agreed contract funds shall not seek benefits for the private equity fund trustee and any third party may not authorize a third party trust fund property;
(V) investment required to open a private equity fund and the cancellation of the property managed-money accounts, securities accounts, futures accounts and other required account (private equity fund managers and private equity fund trustees have agreed otherwise, can fulfill this obligation in accordance with the agreement; If the fund is not hosting contract, performed by the private equity fund managers this obligation);
(Vi) review of private equity fund share of the net;
(Vii) handle information related to the fund custody business disclosures;
(Viii) in accordance with relevant laws and regulations and the fund contract review private equity fund private equity fund managers in the preparation of periodic reports and periodically issue a written opinion;
(IX) in accordance with the fund contract, according to private equity fund managers or the authorized person money transfer orders, in time for settlement and delivery issues;
(X) in accordance with laws and regulations, keep private fund management business activities related to contracts, agreements, certificates and other documents;
(Xi) fair treatment hosted by different fund property shall not engage in any activity detrimental to the fund property and other interests of the parties;
(Xii) the conservative trade secrets, in addition to laws and regulations and the fund contract, the Fund shall not divulge information to others;
(Xiii) according to the shelf life of the relevant statutory and regulatory requirements, save all accounting information private equity investment business activities, and to keep the relevant contract, transaction records and other relevant information;
(Xiv) supervise the operation of private equity investment fund managers, private equity fund managers found that the investments are in breach of laws and regulations and the fund contract, it shall refuse to execute, immediately notify the private equity fund managers; private equity fund managers found that pursuant to a transaction investment program of instructions already in force in violation of laws and regulations and the fund contract, it shall immediately notify the private equity fund managers;
(15) produced in accordance with the contract related to private equity funds and fund managers and check books.
According to Article 26 "private approach" and other relevant regulations prescribed investor rights, including but not limited to:
(A) obtaining property income fund;
(Ii) acquire the remaining fund assets after liquidation;
(C) in accordance with the stipulations of the fund contract of purchase, transfer and redemption of fund shares;
(D) According to the stipulations of the fund contract, participate in or request to convene the fund share holders' meeting, related to the exercise of functions and powers;
(V) supervision of private equity fund managers, private equity situation custodian for the investment management and custody obligations;
(Vi) the time and manner in accordance with the fund contract to obtain fund information disclosure;
(Vii) by private equity fund managers, private equity fund custodian violate laws and regulations or fund contract cause damage to the legitimate rights and interests are entitled to compensation.
According to "private approach" and other relevant provisions prescribed in Article 27 of investor obligations, including, but not limited to:
(A) read the fund contract, to ensure that the sources and uses of funds invested lawful;
(Ii) qualified investors to accept the confirmation process, fill out the risk identification capability and affordability questionnaire truthfully committed assets or income, and its authenticity, accuracy and completeness, and promised to qualified investors;
(Iii) in the form of an unincorporated partnership, contracts and other pooled funds directly or indirectly, the majority of investors to invest in private equity funds, private equity fund managers should be fully disclosed in the above case and the final investor information, but in line with "private measures" section thirteen except provisions;
(D) to read and sign the risk disclosure statement;
(V) in accordance with the fund contract, the fund shares paid subscription, purchase moneys, incur the fund contract management fees, custodian fees and other related expenses;
(F) in accordance with the fund contract bear the investment losses the Fund;
(Vii) provide to the laws and regulations of private equity fund managers or private equity fund raising mechanism and identification information, with due diligence, or a private equity fund managers and institutions to raise money laundering;
(Viii) keep business secrets shall not divulge investment plans or intentions of private equity funds, etc;
(Ix) shall not violate the stipulations of the fund contract interference investment behavior of fund managers;
(J) shall not engage in any activity detrimental to the Fund and its investors, other funds and fund trustee fund managers manage other funds managed legitimate rights and interests.
IX private equity fund share holders' meeting mechanism and daily
Article 28 sets out circumstances shall convene the fund share holders 'meeting, and other circumstances may be prescribed for the fund share holders of rights and obligations have a significant impact need to convene the fund share holders' meeting:
(A) decision to extend the term of the fund contract;
(B) The decision to modify an important part of the fund contract or early termination of the fund contract;
(Iii) decided to replace the fund manager and fund custodian;
(Iv) decided to adjust the fund manager and fund custodian's remuneration;
(E) Other circumstances in the fund contract.
For the matters listed in the preceding paragraph, the fund share holders consented in writing, you can not directly make a resolution to convene the fund share holders' meeting, by all the fund share holders on the resolution document signed and sealed.
Article 29 in accordance with the stipulations of the fund contract, the fund share holders' meeting may establish daily agencies, exercise the following powers:
(A) to convene the fund share holders' meeting;
(Ii) to draw the replacement fund manager and fund custodian;
(3) supervising the operation of investment fund managers, fund custodian custodian activity;
(4) to apply the adjustment fund manager and fund custodian's remuneration;
Other terms of reference (v) in the fund contract.
Article 30 The fund share holders' meeting people everyday bodies elected by the Assembly shall be held by the fund shares. Fund share holders' meeting daily agency personnel and replacement procedures shall constitute the fund contract.
According to Article 31 "Fund Law" and other relevant provisions prescribed by the fund share holders' meeting and / or daily body following matters:
(A) convener and convening mode;
(Ii) notice of meeting time, the content of the notification, the notification manner;
(Iii) the way to attend the meeting (the fund share holders' meeting held on the spot can be taken may be held through communication, etc.);
(Iv) the content and procedure of the program;
Condition (v) resolution formed, voting procedures;
Other matters (VI) in the fund contract.
Article 32 The fund share holders' meeting its daily agencies shall not directly involved or interfere in the investment management activities of the Fund.
Registration Section X of private fund shares
Article 33 provides that the share of private equity fund managers to handle the registration of business matters. Description of the other institutions can apply for private equity fund managers commissioned by private equity fund share registration services to handle private equity fund share registration services, shall sign agency agreement with the relevant agencies, and prescribing share name registration authorities, outsourcing business registration code, to handle powers and duties of private equity fund share registration agencies.
Article 34 provides that all fund shareholders agree private equity fund managers, share registry, or other registration share obligations shall handle the backup fund share registration data in accordance with the provisions of China's fund industry association.
Section XI private equity investment
Description of property private equity investments related matters Article 35, including, but not limited to:
(A) investment objectives;
(Ii) the investment scope;
(Iii) investment strategy;
(Iv) investment restrictions prescribed in accordance with the "private approach" self-regulatory rules and other relevant regulations and the fund contract on Prohibitions or Restrictions on investment matters;
(E) For the fund contract, transaction behavior, the presence or potential conflict of interest situation and treatment will be explained;
(Vi) performance benchmark (if any);
(Case (if any) involved in seven other OTC margin trading and securities business.
According to Article 36 of the fund contract may provide for private equity fund managers responsible for specifying the private equity fund investment manager or investment key person prescribing the basic situation of investment managers or investment key persons, change conditions and procedures.
Article 37 The private equity fund structured arrangement not violate the "benefit sharing, risk sharing," the basic principles, directly or indirectly guaranteed structured private equity holders of insurance benefits arrangements.
Property Section XII of private equity funds
Prescribed matters relating to property and private equity funds Article 38, including, but not limited to:
(A) the custody and disposition of property of private equity funds
1. Description of property should be independent private equity fund private equity fund managers, private equity fund custodian inherent property, private equity funds kept by the custodian. Private equity fund managers, private equity fund custodian shall not property into their own private property.
2. Description private equity fund managers, private property and income fund custodian due to private equity funds managed property, use or other circumstances acquired property into private equity funds.
3. The description of private equity fund managers, private equity fund custodian may charge management fees in accordance with the terms of the contract, hosting costs and other expenses of the fund contract. Private equity fund managers, private equity fund custodian liable with their own property, the creditor shall not exercise the request of private fund assets freezing, seizure and other rights. Private equity fund managers, private equity fund custodian due to dissolution according to the law, is revoked or declared bankrupt liquidation and other reasons, the property does not belong to its private equity fund liquidation property.
4. A description of private equity fund managers, private equity fund custodian shall not violate laws and regulations and the fund contract without authorization of the fund assets for mortgage, pledge, guarantee, or set the priority or other rights of third parties in any form.
5. Description of private equity funds and property claims arising shall not belong to the private equity fund property debt offset each other. Not because private equity fund property itself assumed debt, private equity fund managers, private equity fund custodian shall not assert its private creditors to fund property enforcement. Said the creditors of private fund assets to the claim rights, private equity fund managers, private equity fund custodian shall clearly inform the independence of private equity assets.
(B) private equity fund property-related account opening and management
Private equity fund managers or private equity fund custodian in accordance with the opening of private equity assets managed-money accounts, securities accounts and futures accounts and other investment accounts required. Securities accounts and futures account holder name should comply with the relevant provisions of the securities, futures registration and settlement institution. He said property fund assets account opened accounts with private equity fund managers, private equity fund trustees, private institutions and private equity funds to raise the share registration agency's own accounts and other fund assets independently.
(Iii) private equity unmanaged, this section should explicitly protect private property funds and institutional measures dispute settlement mechanism.
Section XIII trading and clearing and settlement arrangements
Referring to Article 39 of China Securities Regulatory Commission on Securities Investment Fund to raise the relevant provisions of the settlement funds management, specifically provide for the following:
(A) select the securities and futures brokerage program (if required);
(Ii) clearing and settlement arrangements;
(Iii) funds, checking accounts and transactions of securities;
(Iv) purchase or redemption of fund settlement;
(V) Other matters.
Article 40 private equity funds by the fund custodian shall prescribe specific private equity fund managers to send a money transfer and other payment instructions to the payment of the investment fund custodian in the use of fund assets to the matter:
(A) authorizing the transaction clearing;
(B) the content of investment instructions;
(Iii) investment instructions sent confirmation and the execution time of the program;
(Iv) private equity fund custodian law suspended, refused to carry out instructions and case handlers;
(V) private equity fund managers send the wrong instruction situations and handling procedures;
(Vi) replacement of the authorized person of the program;
Custody (vii) instructions;
(Viii) the relevant responsibility.
Valuation and accounting section XIV of private equity assets
Article 41 in accordance with relevant state regulations prescribed private fund property valuation related matters, including, but not limited to:
(A) valuation purposes;
(B) Valuation Time;
(Iii) the method of valuation;
(Iv) the valuation of the object;
(E) the valuation process;
(Vi) the valuation error handling;
(Vii) suspend valuation situations;
(Viii) confirmation of fund shares;
Processing (ix) special circumstances.
Article 42 provides that the accounting policies of private equity funds.
Referring to current policy or agreement executed in accordance with the fund contract, and prescribe the following matters, including but not limited to:
Matters (a) fiscal year, recording currency, accounting system and so on;
(B) private equity funds prepare accounts should be independent, independent accounting; private equity fund managers or their authorized outsourcing agency shall maintain complete accounting records, vouchers and daily accounting, preparation of financial statements; private fund custodian shall regularly accounting private equity fund managers on private equity fund accounting, report preparation, etc. check.
Section XV of private equity funds and tax charges
Article 43 provides that the cost of the private equity fund related matters:
(A) prescribing the operation of private equity assets, the payment of the cost of the property from private equity fund types, rates, rates adjustments, provision for standard mode and provision for payment, etc;
(B) prescribing fees to be included in private fund property projects, prescribed private fund managers and private equity fund trustees for failing to perform or not fully fulfill the obligations resulting from the loss expenditure costs or private equity fund assets, as well as dealing with private equity funds property operating expenses unrelated to matters occurring, etc. not included in the cost of private equity funds;
(Iii) the prescribed private fund management fee and trustee fee. Private equity fund managers and private equity investors may be agreed upon, extract the appropriate remuneration based on performance management of private equity funds;
(Iv) the prescribed performance fees (if any) and the principle of accrual calculation and payment methods;
(V) for the fund raising, operations, audit, legal advisers, investment consultants, fund services agency providing services charged to the appropriate service fee from the fund;
Provision principles and calculation methods (f) other costs.
Article 44 in accordance with the relevant tax provisions of the state, the parties to the contract prescribed fund tax arrangements.
Income Distribution Section XVI of private equity funds
Article 45 provides that private equity income distribution policy in accordance with existing laws and regulations and the fund contract execution, and prescribing related matters, including but not limited to:
(A) income distribution, including benchmarks prescribed in profit distribution, frequency, ratio and time;
(Ii) the identification and notification income distribution programs;
Of implementation (iii) income distribution.
Section 17 Disclosure and reporting
Article 46 provides that private equity fund managers to disclose to investors the kind of information about the matter, content, frequency and methods.
Article 47 provides that private equity fund managers, private equity fund custodian shall stipulate the following matters truthfully disclose to investors in accordance with the "private investment fund information disclosure management approach" regulations and the fund contract:
(A) investments of the Fund;
(Ii) the assets and liabilities;
(Iii) investment income distribution;
(D) the costs incurred by the fund and performance fees (if any);
(V) a conflict of interest may exist, related party transactions and other significant information that could affect investors' legitimate rights and interests;
(Vi) laws and regulations and other matters in the fund contract.
Article 48 provides that private equity fund managers should regularly report to investors through share private equity fund trustees for review of the net.
Article 49 provides that all share holders agree private equity fund managers, or other information disclosure obligor shall, in accordance with the provisions of China's fund industry association for fund information disclosure backup.
Risk Disclosure Section XVIII
Article 50 private equity fund managers should prepare a separate "Risk Disclosure Statement" private equity investors should be fully aware of and carefully assess their risk tolerance, and make your own risk statements and declarations.
Article 51 private equity fund managers should explain to investors in the fund contract relevant laws and regulations, shall focus on risk managers revealed in the management, use or dispose of property during private equity funds may face, including but not limited to:
Special Risks (a) private equity funds, including the Fund Contract and Guidelines China Fund Industry Association inconsistent risks involved, fund unmanaged risks involved, funds entrusted risks, risks involved in outsourcing matters raised involved, the risks involved in hiring an investment adviser the risk of China's fund industry association registration is not waiting;
General risk (b) private equity funds, including the risk of loss of funds, the fund operational risk, liquidity risk, raising the risk of failure, the underlying investment risk, tax risk.
Section XIX of the effectiveness of the fund contract, modification, dissolution and termination
Article 52 of the Fund Contract from the date signed, except as otherwise agreed in the contract. Since the fund contract effective date of the private equity fund managers, private equity fund custodian, investors have the same legal binding.
Article 53 described the expiration date of the contract funds. Expiration date of the contract funds may be occasional or other term of the contract agreed by the parties.
Article 54 Description Conditions fund contract changes, procedures, etc.
(A) the need to change the fund contract important elements, by all investors, private equity fund managers and private equity fund custodian consensus change; or fund share holders convene the General Assembly resolution adopted in accordance with the stipulations of the fund contract; or in accordance with relevant laws and regulations otherwise specified in the fund contract and make changes.
(Ii) important matters prescribed by the fund contract is changed, the private equity fund managers should be promptly reported to the China Fund Industry Association, according to the China fund industry associations.
Article 55 provides that the fund termination of the contract situation. Fund contract shall stipulate in the contract the investor's right of cancellation under the provisions of "private equity fund raising behavior management approach".
Circumstances prescribed termination of the contract funds Article 56, including, but not limited to, the following:
(A) the expiration of the contract term of the fund has not been extended;
(2) The fund share holders' meeting decides to terminate;
(Iii) the fund manager and fund custodian duties terminated, no new fund manager within six months, the new fund custodian to undertake.
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