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The Private Equity Management Agreement is a crucial document used in the Malaysian private equity industry to formalize the relationship between professional fund managers and their clients or investment vehicles. It is essential when establishing new PE funds or appointing managers for existing investment structures in Malaysia. The agreement must comply with Malaysian regulations, particularly the Capital Markets and Services Act 2007 and various Securities Commission guidelines. This document typically includes comprehensive details about investment strategy, management fees, performance incentives, compliance requirements, reporting obligations, and risk management procedures. It serves as the primary governing document for the ongoing relationship between the PE manager and the fund, ensuring clarity of roles, responsibilities, and expectations while maintaining regulatory compliance.

1. Parties: Identification of the PE firm (Manager) and the client/fund entity, including registration details and addresses

2. Background: Context of the agreement, including the Manager's credentials and authority to provide PE management services

3. Definitions: Comprehensive definitions of technical terms, regulatory references, and key concepts used throughout the agreement

4. Appointment and Authority: Formal appointment of the Manager and scope of delegated authority

5. Investment Objectives and Strategy: Detailed description of investment goals, strategy, and target sectors/markets

6. Management Services: Comprehensive list of services to be provided by the Manager

7. Investment Restrictions: Specific limitations on investments, including regulatory restrictions and agreed parameters

8. Fees and Expenses: Detailed fee structure including management fees, performance fees, and expense allocation

9. Representations and Warranties: Standard and specific declarations by both parties

10. Compliance and Reporting: Regulatory compliance obligations and reporting requirements

11. Risk Management: Risk management procedures and controls

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Term and Termination: Duration of agreement and termination provisions

14. Indemnification: Mutual indemnification provisions and liability limitations

15. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment