IPEV Agreement · Web viewAs of 1 September 2015 ASSOCIATION FRANCAISE DES INVESTISSEURS POUR...

As of 1 September 2015

ASSOCIATION FRANCAISE DES INVESTISSEURS POUR LA CROISSANCE

AUSTRALIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION LIMITED

BRITISH PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION

EMERGING MARKETS PRIVATE EQUITY ASSOCIATION

EUROPEAN PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION

PRIVATE EQUITY GROWTH CAPITAL COUNCIL

and

THE ENDORSING ASSOCIATIONS NAMED IN SCHEDULE 1

AGREEMENT

relating to

THE INTERNATIONAL PRIVATE EQUITY AND VENTURE CAPITAL VALUATION GUIDELINES

99 Bishopsgate

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TABLE OF CONTENTS

Clause Page

1. DEFINITIONS AND INTERPRETATION............................................................................

2. THE IPEV GUIDELINES.........................................................................................................

3. THE BOARD..............................................................................................................................

4. THE GENERAL ASSEMBLY.................................................................................................

5. THE NOMINATION COMMITTEE......................................................................................

6. APPEALS PROCEDURE.........................................................................................................

7. ACCESSION, WITHDRAWAL AND REMOVAL OF IPEV MEMBERS......................

8. MISCELLANEOUS.................................................................................................................

SCHEDULE 1.......................................................................................................................................

THE ENDORSING ASSOCIATIONS

SCHEDULE 2.......................................................................................................................................

CURRENT BOARD COMPOSITION

SCHEDULE 3.......................................................................................................................................

LETTER OF ACCESSION

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THIS AGREEMENT is made as of 1 September 2015

BETWEEN

(1) ASSOCIATION FRANCAISE DES INVESTISSEURS POUR LA CROISSANCE of 23, rue de l’Arcade 75008 PARIS (“AFIC”);

(2) AUSTRALIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION LIMITED of Kyle House, 27-31 Macquarie Place, Sydney NSW 2000, Australia (“AVCAL”);

(3) BRITISH PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION of Chancery House, 53-64 Chancery Lane, London WC2A 1QS (“BVCA”);

(4) EMERGING MARKETS PRIVATE EQUITY ASSOCIATION of 1077 30th Street NW, Suite 100, Washington, DC 20007, United States (“EMPEA”);

(5) EUROPEAN PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION of Bastion Tower, Place du Champ de Mars 5, B-1050 Brussels, Belgium (“EVCA”);

(6) PRIVATE EQUTIY GROWTH CAPITAL COUNCIL (“PEGCC”) of 799 9th Street NW, Suite 200, Washington, DC 20001, United States; and

(7) THE ENDORSING ASSOCIATIONS named in Schedule 1.

WHEREAS

(A) AFIC, BVCA and EVCA (the “Initial Founding Associations”) entered into an agreement relating to the International Private Equity and Venture Capital Valuation Guidelines in 2006 (the “2006 Agreement”) and a subsequent agreement on 23 May 2008 (the “2008 Agreement” and together with the 2006 Agreement, the “Existing Agreements”).

(B) The Initial Founding Associations now wish to make certain changes to the arrangements relating to the ongoing development and promotion of the Guidelines by entering into this Agreement with AVCAL, EMPEA and PEGCC, which supersedes the Existing Agreements.

IT IS AGREED THAT

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

“2006 Agreement” has the meaning given in paragraph (A) of the Introduction;

“2008 Agreement” has the meaning given in paragraph (A) of the Introduction;

“Associate Member” means any person who has been accepted as an “Associate Member” pursuant to clause 7.1;

“Board” means the board of the IPEV Members constituted pursuant to section 3;

“Board Member” means a person who is appointed as a member of the Board pursuant to clauses 3.5 and 3.6;

“Chairman” means the Board Member appointed as chairman of the Board pursuant to clause 3.9;

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“Eligible Organisation” means a private equity and/or venture capital association (whether national, regional or trans-regional) or private equity investor organisation that is (in either case) a representative body;

“Endorsing Association” means those persons named as such on schedule 1 and any other Eligible Organisation which has been accepted as an Endorsing Association pursuant to clause 7.1;

“Existing Agreements” has the meaning given in paragraph (A) of the Introduction;

“Financial Year” means each 12 month period ending on 31 December in each year;

“Founding Association” means any of the Initial Founding Associations, AVCAL, EMPEA, PEGCC and any Eligible Organisation which has been accepted as a “Founding Association” pursuant to clause 7.1 or clause 7.2;

“Guidelines” means the International Private Equity and Valuation Guidelines developed by the Initial Founding Associations pursuant to the Existing Agreements, as such guidelines may be amended or updated from time to time pursuant to this Agreement;

“Initial Founding Associations” has the meaning given in paragraph (A) of the Introduction;

“IPEV Intellectual Property” has the meaning given in clause 2.4;

“IPEV Members” has the meaning given in clause 2.1;

“Letter of Accession” means a letter in the form of schedule 3;

“NC Member” means a person who is appointed as a member of the Nomination Committee pursuant to clause 5.2;

“Nominating Organisation” means, in relation to a Board Member, the Founding Association, Endorsing Association or Associate Member who nominated such Board Member pursuant to clause 3.7;

“Nomination Committee” means the committee constituted for the purpose of nominating prospective Board Members pursuant to section 5;

“Objectives” means the objectives of the IPEV Members as described in clause 2.3; and

“Permanent Representative” has the meaning given in clause 3.6.

1.2 In this Agreement, unless the context otherwise requires:

(a) references to “clauses”, “schedules” and “sections” are references to clauses and sections of and schedules to this Agreement, references to paragraphs are references to paragraphs of the schedule in which the reference appears and references to this Agreement include the schedules;

(b) references to the singular shall include the plural and vice versa and references to one gender include any other gender;

(c) references to a “party” means a party to this Agreement and includes its successors in title, personal representatives and permitted assigns;

(d) references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated

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association or organisation, in each case whether or not having separate legal personality;

(e) references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(f) words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

(g) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation.

1.3 The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.4 Each of the schedules to this Agreement shall form part of this Agreement.

1.5 References to this Agreement include this Agreement as amended or varied in accordance with its terms.

2. THE IPEV GUIDELINES

Supporting Organisations

2.1 The Founding Associations hereby agree that the arrangements relating to the ongoing monitoring, development, promotion and support of the Guidelines shall henceforth be conducted under the terms of this Agreement and shall involve the participation of the following categories of supporting organisation (collectively referred to as the “IPEV Members”):

(a) Founding Associations;

(b) Endorsing Associations; and

(c) Associate Members.

2.2 Unless otherwise expressly provided herein, any decision that is required to be taken by the Founding Associations pursuant to this Agreement shall require the unanimous written consent of the Founding Associations.

Objectives

2.3 The objectives of the IPEV Members are to provide high-quality, uniform, globally-acceptable, best practice, principles-based valuation guidelines for private equity and venture capital practitioners in order to assist their compliance with accounting and regulatory requirements, in a form that is simple for all practitioners, regardless of size, to implement.

Intellectual Property

2.4 The Guidelines (including any translation or modification thereof), any additional information, works or materials relating to the Guidelines, including works generated or issued by the Board or any sub-committee or specialist group appointed by the Board, and the “IPEV” name (in both long and abbreviated forms) and logo (together, the “IPEV Intellectual Property”) are the jointly-owned intellectual property of the Founding Associations.

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2.5 To the extent it held any (intellectual property or other proprietary) rights on the IPEV Intellectual Property under the Existing Agreements, each Endorsing Association hereby confirms that it irrevocably assigns and transfers any and all such (intellectual property or other proprietary) rights on the IPEV Intellectual Property back to the Founding Associations, and irrevocably waives all moral rights which it may have been entitled to assert in relation to the IPEV Intellectual Property. Each Founding Association and each Board Member hereby irrevocably waives all moral or proprietary rights which they may individually otherwise be entitled to assert in relation to the IPEV Intellectual Property. In addition, each Founding Association and each Board Member shall, to the extent relevant, cause any and all natural persons creating works constituting or pertaining to the Guidelines (including translations or modifications thereof) to irrevocably assign any and all intellectual property rights on such works to the Founding Associations. Upon termination of this Agreement, the Founding Associations shall by unanimous agreement determine the assignment and transfer of IPEV Intellectual Property.

2.6 An IPEV Member may state in any document or other publicity material that they are an IPEV Member, that they have endorsed and follow the Guidelines, and that they are represented on the General Assembly and/or Board (as applicable) of the IPEV Members, but shall not otherwise use the Guidelines or the “IPEV” name or logo to market or promote their own businesses or products save in connection with their sponsorship of a related event or publication that has been approved by the Founding Associations.

3. THE BOARD

Purpose

3.1 The Board’s purpose is to operate as an institutionally and intellectually independent panel of experts and to implement the Objectives on behalf of the IPEV Members through:

(a) monitoring market practices and accounting standard developments;

(b) reviewing and updating the Guidelines as the Board deems appropriate from time to time, and periodically as contemplated by clause 3.2, taking into account developments in market practice and accounting standards;

(c) seeking support for the Guidelines from interested parties across the world, including:

(i) private equity and/or venture capital associations, including national associations and cross-regional associations;

(ii) associative or consultative investor organisations;

(iii) special framework investors;

(iv) governments and regulators; and

(v) accounting regulators;

(d) engaging and exchanging views with practitioners in the private equity and venture capital industry across the world on the Guidelines and related issues; and

(e) providing consistent advice to practitioners, regulators and investors across the world seeking guidance or raising questions in relation to the Guidelines.

3.2 On 1 May 2015 and thereafter on every third anniversary of that date, the Board shall initiate a formal review of the Guidelines and upon completion of such review, if appropriate, shall issue an amended version of the Guidelines.

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Specialist Groups and Sub-Committees

3.3 The Board may create specialist groups or sub-committees comprising one or more Board Members and other persons being representatives of IPEV Members whom the Board deems to have particularly relevant skills or expertise. The purpose of such specialist groups or sub-committees shall be to provide additional support and advice to the Board in the performance of its functions, but they shall have no power to take decisions on behalf of the Board. The Board Members who participate in such specialist groups or sub-committees shall report to the Board and their activities shall be reviewed by the Board on at least an annual basis.

Composition

3.4 The Board will consist of up to fourteen members, including the Chairman, to be determined in accordance with clauses 3.5 and 3.6. The maximum number of Board Members may be reduced by a unanimous decision of the General Assembly or the Founding Associations. The composition of the Board at the date of this Agreement is set out on schedule 2 and shall continue notwithstanding the entering into of this Agreement, provided that the Founding Associations may request that one or more current Board Members continue to serve in such capacity on an interim basis after the expiry of their term in order to avoid any shortfall in the number of Board Members pending the appointment of permanent replacements.

3.5 The term of office of each Board Member shall be three years, which term may be renewed upon expiry for a further three years upon recommendation of the Nomination Committee in accordance with clause 5.1. Unless otherwise agreed by the Founding Associations, a Board Member who has served for two terms of office shall not be eligible for reappointment.

3.6 Each Founding Association shall have the permanent right to nominate one Board Member (its “Permanent Representative”). Other Board Members shall be appointed pursuant to a recommendation by the Nomination Committee in accordance with clause 5.1 and the approval of such recommendation by the General Assembly in accordance with clauses 4.3(b) and 4.4.

3.7 Each Nominating Organisation shall ensure that its nominee is aware of the terms of this Agreement, including the Objectives and the role of the Board, and conducts its activities as a Board Member in accordance with this Agreement and shall facilitate the participation of its nominee in the activities of the Board, including through allowing the nominee to devote a reasonable amount of their working time to their activities as a Board Member and the reimbursement of expenses reasonably incurred by the nominee in attending Board meetings.

3.8 Subject to renewal of their initial term in accordance with clauses 4.3(b), 4.4 and 5.1, a Board Member shall cease to be a Board Member upon expiry of their term of office or, if earlier:

(a) their resignation as a Board Member;

(b) their death or permanent incapacity;

(c) unless otherwise agreed by the Nomination Committee, the termination of their employment or other contractual relationship with their Nominating Organisation;

(d) the withdrawal or removal of their Nominating Organisation as an IPEV Member in accordance with clause 7.4 or 7.5;

(e) the decision of their Nominating Organisation to remove such Board Member and, in the case of a removed Permanent Representative, appoint a replacement Permanent Representative;

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(f) the decision of the Nomination Committee to remove such Board Member; or

(g) the decision of the General Assembly to dismiss the entire Board by a unanimous vote of the Founding Associations and a majority vote of all other IPEV Members.

3.9 The chairman of the Board shall be appointed on a rotating basis every three years from among the Permanent Representatives. In the event that the Chairman is unable to attend a meeting of the Board, a temporary replacement chairman shall be elected from among the Permanent Representatives present at such meeting.

Meetings

3.10 The Board will meet at least twice each Financial Year.

3.11 Board meetings shall be convened by the Chairman by giving all Board Members at least 14 days’ notice of the time, date and venue for the meeting and a brief description of the matters to be discussed. The quorum for meetings of the Board shall be seven Board Members, including at least one Permanent Representative.

3.12 All matters to be decided by the Board will be determined by a simple majority (being more than 50%) of those Board Members attending and eligible to vote at a validly convened and quorate meeting of the Board, provided that those Board Members voting in favour must include at least one Permanent Representative.

3.13 Board meetings may be held by telephone conference or other electronic means, so long as all those present can hear all others present and can be heard by all others present. All Board Members participating in this manner shall be deemed to be present for the purposes of the quorum and the meeting shall take place at the place at which the Chairman is physically present.

3.14 In relation to matters of procedure, otherwise than as expressly set out in this Agreement, the Board shall regulate its proceedings in such manner as it shall determine.

Funding and Resources

3.15 Each Founding Association and each Endorsing Association or Associate Member which nominates a Board Member from time to time acknowledges and agrees that the services of such Board Member are provided on an ex gratia basis. Accordingly, no Board Member or Nominating Organisation shall be entitled to receive any remuneration, compensation or indemnification in relation to such Board Member’s participation in Board meetings and the conduct of their activities as a Board Member, save as may be contemplated in the budgets prepared pursuant to this Agreement, provided that this does not preclude a Board Member funding their own expenses or a Nominating Organisation providing an indemnity to a Board Member that is its nominee.

3.16 The Founding Associations will provide, or may invite one or more Endorsing Associations or Associate Members to provide, the following resources to the Board as they deem appropriate to facilitate the proper functioning of the Board:

(a) physical and remote access meeting facilities for Board, Nomination Committee and General Assembly meetings;

(b) secretarial and/or administrative support, whether through secondment of personnel or provision of services and facilities, including accounting, document management and record-keeping;

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(c) communications and technology support in order to promote the Guidelines, develop and maintain the “privateequityvaluation.com” website and interact with investor organisations, regulators and accounting standards boards; and

(d) such other resources as may be requested by the Board and agreed to by the Founding Associations in their sole discretion.

Unless otherwise agreed by the Founding Associations, the provision of resources by an IPEV Member to the Board pursuant to this clause 3.16 shall be at the sole cost and risk of such IPEV Member as part of its contribution in support of the Objectives, and such IPEV Member shall not be entitled to receive any compensation or indemnification in relation to such provision from any other IPEV Member.

3.17 In addition to the resources provided pursuant to clause 3.16, the Founding Associations shall prepare a budget of contemplated expenditure in respect of each Financial Year and a travel expenditure policy in consultation with the Board, which shall be funded by income from the following sources:

(a) annual cash contributions by the Founding Associations in the sums agreed between them;

(b) annual membership fees charged to Endorsing Associations and Associate Members, as shall be recommended by the Founding Associations and subject to approval by the General Assembly; and

(c) sponsorship by Associate Members of IPEV-related events or publications (excluding the Guidelines themselves and the IPEV website), which shall be subject to the approval of the Founding Associations.

The Founding Associations shall nominate one Founding Association to receive and hold all sums raised pursuant to this clause 3.17 on behalf of the IPEV Members. Any expenditure that is not expressly contemplated by the budgets drawn up, or in line with the travel expenditure policy, pursuant to this clause 3.17 shall require the prior approval of the Founding Associations.

3.18 The Founding Associations shall prepare accounts in respect of each Financial Year in consultation with the Board. The Board shall provide the Founding Associations with a review of its activities and any other developments affecting the IPEV Members or the Guidelines during such Financial Year within three months of the end of such Financial Year. The final set of annual accounts and annual review, once approved by the Founding Associations and the Board, shall be presented by the Chairman to the General Assembly.

3.19 The Founding Associations and the Chairman shall meet at least twice a year and at such other times as the Founding Associations may request, to discuss the current activities of the Board and any other important issues or projects relating to the Guidelines. In addition, the Chairman shall promptly inform the Founding Associations of any ad-hoc developments that are reasonably expected to have a material financial or reputational impact on the IPEV Members, the Board or the Guidelines.

4. THE GENERAL ASSEMBLY

Composition

4.1 Each IPEV Member shall be entitled to nominate a representative to attend and vote at meetings of the General Assembly and to remove or replace any such representative at any

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time. Any such nomination or removal shall be immediately effective upon written notice being given to the Board.

Voting

4.2 Decisions of the General Assembly are made by a simple majority vote (more than 50%) of those present (in person or by proxy) and eligible to vote, except as otherwise expressly provided in this Agreement. Each IPEV Member shall have a single vote, provided that the voting rights of the Founding Associations and Endorsing Associations shall be weighted so that their aggregate voting rights represent at least two-thirds of the aggregate voting rights of all IPEV Members in the General Assembly.

Purpose

4.3 The purpose of the General Assembly is to provide a forum where IPEV Members may congregate and discuss matters relating to the IPEV Members and the Guidelines, and more particularly to pass resolutions on the following matters:

(a) the appointment of members of the Nomination Committee in accordance with clause 5.2;

(b) subject as provided by clause 4.4, the approval of the Board Member nominees and/or renewals recommended by the Nomination Committee in accordance with clause 5.1;

(c) the resolution of any disputes or disagreements relating to the Guidelines between a Founding Association or Endorsing Association and the Board in accordance with clause 6.2; and

(d) the dismissal of the Board, in accordance with clause 3.8(g).

4.4 Any resolution of the General Assembly pursuant to clause 4.3(b) shall be in the form of either an endorsement or a rejection of all of the candidates recommended to that meeting by the Nomination Committee and the General Assembly shall not be entitled to confirm the appointment of some only of such candidates while rejecting others. In the event that the resolution is a rejection of the recommended candidates, the Chairman shall ask the Nomination Committee to re-consider their nominations and to present revised recommendations to a meeting of the General Assembly to be convened as soon as practicable thereafter (but subject to the requisite notice being given to all members of the General Assembly).

Meetings

4.5 The General Assembly shall meet at such times and locations as shall be determined by the Chairman, and at least once in every Financial Year. IPEV Members representing in aggregate at least 50% of all IPEV Members eligible to vote at a meeting of the General Assembly may require the Chairman to convene a meeting of the General Assembly by giving at least 21 days’ notice in writing to the Chairman, together with brief details of the matter to be discussed at the meeting.

4.6 Meetings of the General Assembly shall be convened by the Chairman, who shall give at least 14 days’ notice of the meeting to all IPEV Members, together with details of the matters to be discussed at the meeting. The Chairman shall also act as chairman of meetings of the General Assembly, unless a simple majority (more than 50%) in number of those attending the meeting of the General Assembly shall elect to appoint an alternative chairman for that meeting.

4.7 IPEV Members shall be entitled to participate in meetings of the General Assembly by telephone or video conference, or by any other electronic means approved by the Chairman.

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An IPEV Member who is unable to attend a meeting of the General Assembly may appoint another IPEV Member to act as their proxy by written notice to the Chairman.

5. THE NOMINATION COMMITTEE

Purpose

5.1 The Nomination Committee shall be responsible for:

(a) identifying and recommending to the General Assembly new Board Member candidates to the extent required to replace any retiring or removed Board Member (other than a Permanent Representative) or, if requested by the Founding Associations, to be an additional Board Member where the current number of Board Members is below the maximum permitted under clause 3.4; and

(b) recommending to the General Assembly the renewal of the term of office of any Board Member whose initial three-year term is coming to an end,

in each case as it deems appropriate having regard to the Objectives and the purpose of the Board, and in particular the Board’s ability to operate as an institutionally and intellectually independent expert body comprising Board Members who represent a balance of constituencies across the private equity and venture capital industry.

Composition

5.2 Each of the chairmen, or chief executives where so duly authorised, from time to time, of the Founding Associations shall be a NC Member. Up to two further NC Members may be proposed by the chairman of the Nomination Committee and appointed by the General Assembly, each such appointee to be a chairman of an Endorsing Association.

Meetings

5.3 The Nomination Committee shall meet at such times and locations as its chairman may request for the purpose of considering new Board Members and/or the renewal of the initial term of existing Board Members, by giving at least 14 days’ notice in writing to the other NC Members, together with brief details of the candidates to be discussed at the meeting.

5.4 Meetings of the Nomination Committee shall be chaired by the chairman or chief executive of a Founding Association for a three-year term. The first Chairman of the Nomination Committee shall be the chairman or chief executive of EVCA and the chairmanship will rotate among the Founding Associations thereafter. If the Chairman of the Nominating Committee is unable to attend a meeting, such other NC Member as a simple majority (more than 50%) in number of the NC Members in attendance shall be appointed as an alternative chairman for that meeting.

5.5 The Chairman shall be entitled to attend meetings of the Nomination Committee in an observer capacity.

5.6 NC Members shall be entitled to participate in meetings of the Nomination Committee by telephone or video conference, or by any other electronic means approved by its chairman.

Decisions

5.7 All decisions of the Nomination Committee shall be in the form of a written resolution signed by all NC Members.

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6. APPEALS PROCEDURE

6.1 In the event that any Founding Association or any Endorsing Association disagrees with a proposed amendment and/or comment in relation to the Guidelines issued, or proposed to be issued, by the Board, then the following appeals procedure shall apply.

6.2 The appeals procedure will be initiated by notice in writing from the relevant Founding Association or Endorsing Association to the Board, after which:

(a) the relevant Founding Association or Endorsing Association shall have the right to present its objections to the Board;

(b) the Board shall provide a formal answer to the Founding Association or Endorsing Association within a reasonable period of time;

(c) if the relevant Founding Association or Endorsing Association still disagrees, a second hearing shall take place at which the relevant Founding Association or Endorsing Association can then reply to the Board’s formal answer;

(d) the Board shall then provide a formal answer to the relevant Founding Association or Endorsing Association a second time, within a reasonable period of time;

(e) if the relevant Founding Association or Endorsing Association still disagrees, both the Board and the relevant Founding Association or Endorsing Association shall present their respective views to the General Assembly at a third hearing; and

(f) the General Assembly shall then determine the disagreement and its decision shall be final.

7. ACCESSION, WITHDRAWAL AND REMOVAL OF IPEV MEMBERS

7.1 A person wishing to endorse the Guidelines and thereby become an IPEV Member must sign and deliver to the Founding Associations a Letter of Accession, pursuant to which the applicant shall be required to agree to observe and be bound by the terms of this Agreement and any supplemental policies or rules that the Founding Associations may apply in the case of Associate Members. Upon acceptance of such Letter of Accession (which shall be confirmed by the counter-signature of the Letter of Accession by the Founding Associations), the applicant shall become a Founding Association, an Endorsing Association or an Associate Member, as applicable, for all purposes of this Agreement.

7.2 The Founding Associations may offer any Endorsing Association the status of a “Founding Association” from time to time, and such Endorsing Association shall become a Founding Association upon written acceptance of such offer.

7.3 An IPEV Member may resign from its status as, and shall cease to be, a Founding Association, Endorsing Association or Associate Member, as applicable, with effect from the start of a Financial Year by giving written notice of such withdrawal to the Founding Association at least three (3) months prior to the start of such Financial Year.

7.4 If at any time the Founding Associations (excluding any Founding Association that is the subject of such determination) shall determine that (i) any Endorsing Association is not promoting the Guidelines to its members or (ii) any Founding Association, Endorsing Association or Associate Member is in breach of the terms of this Agreement or otherwise taking actions that are incompatible with the Objectives or contrary to the interests of the IPEV Members, the Founding Associations shall, by written notice to the IPEV Member concerned, declare that they are no longer an IPEV Member, whereupon they shall cease to be

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an IPEV Member and their representatives shall no longer be Board Members or members of the Nomination Committee.

8. MISCELLANEOUS

8.1 The terms of this Agreement may be varied or terminated at any time with the prior written consent of the Founding Associations, provided that no amendment that imposes any additional liability or obligation on any IPEV Member shall be validly adopted without the prior written consent of such IPEV Member.

8.2 This Agreement sets out the entire agreement between the parties relating to the subject matter hereof and, save to the extent expressly set out in this Agreement, supersedes and extinguishes the Existing Agreements and any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

8.3 Nothing in this Agreement is intended to, or shall be deemed to, create any form of corporation or legal entity, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

8.4 The parties hereby agree and declare that the only binding rights and obligations that shall arise pursuant to this Agreement are those that are expressly set out herein, and no implied rights or obligations shall arise under this Agreement.

8.5 This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language text shall prevail.

8.6 This Agreement shall be governed by and construed in accordance with the laws of England.

8.7 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum. For the purposes of this Clause, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

8.8 Save as otherwise expressly provided under the terms of this Agreement, no person other than a party to this Agreement shall have any right to enforce any of its terms.

8.9 This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

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SCHEDULE 1

THE ENDORSING ASSOCIATIONS

AIFI - Italian Private Equity and Venture Capital AssociationAMEXCAP - Mexican Private Equity AssociationAMIC - Moroccan Venture Capital and Private Equity AssociationAPCRI - Portuguese Private Equity and Venture Capital AssociationASCRI - Spanish Private Equity and Venture Capital AssociationATIC - Tunisian Association of Capital InvestorsAVCA - African Venture Capital AssociationAVCO - Austrian Private Equity and Venture Capital OrganizationBVA - Belgian Venture Capital & Private Equity AssociationBVK - German Private Equity and Venture Capital AssociationCAPE - China Association of Private EquityCVCA - Canada’s Venture Capital and Private Equity AssociationCVCA - China Venture Capital AssociationCVCA - Czech Venture Capital and Private Equity AssociationDVCA - Danish Venture Capital and Private Equity AssociationFVCA - Finnish Venture Capital AssociationHVCA - Hungarian Venture Capital and Private Equity AssociationILPA - Institutional Limited Partners Association IVCA - Irish Venture Capital AssociationLAVCA - Latin American Private Equity and Venture Capital AssociationLPEQ - Listed Private EquityLVCA - Latvian Venture Capital AssociationMENA Private Equity AssociationNVCA - Norwegian Venture Capital & Private Equity AssociationNVP - Netherlands Private Equity and Venture Capital AssociationNZVCA - New Zealand Private Equity and Venture Capital AssociationPSIK - Polish Private Equity and Venture Capital AssociationRéseau Capital - Québec's Private Equity and Venture Capital AssociationSAVCA - South African Venture Capital and Private Equity AssociationSECA - Swiss Private Equity and Corporate Finance AssociationSLOVCA - Slovak Venture Capital AssociationSVCA - Singapore Venture Capital and Private Equity AssociationSVCA - Swedish Private Equity and Venture Capital AssociationUS NVCA - United States National Venture Capital Association

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SCHEDULE 2

CURRENT BOARD COMPOSITION

Board Member (*Permanent Representative of Founding Association)

Nominating Organisation Expiration of Term (* second term)

Stephen Holmes 16 March 2016*

Stephen Kempen* BVCA 16 March 2016

David Larsen 16 March 2016*

Michael Maher 16 March 2016*

Sylvain Quagliaroli* AFIC 16 March 2016

Barry Zuckerman 16 March 2016*

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SCHEDULE 3

LETTER OF ACCESSION

To: The Founding Associations

From: [name and address of prospective IPEV Member to be added here]

Dated: [insert date]

Dear Sirs

The International Private Equity and Venture Capital Valuation Guidelines (the “Guidelines”)

We hereby confirm our endorsement of the Guidelines and apply to become a [Founding Association/Endorsing Association/Associate Member] as defined in the agreement relating to the Guidelines dated [insert date] (the “Agreement”). We hereby irrevocably agree to observe and be bound by the terms of the Agreement as if we were a party thereto [add reference to any supplemental policies or rules that the Founding Associations may apply in the case of Associate Members, including membership fees].

Our representative for the purposes of any communications and meetings relating to the Guidelines or our status as an IPEV Member shall be [the signatory of this letter][insert name] (email address [ ]; telephone [ ]) until we notify you otherwise in writing.

Capitalised terms used in this letter shall have the meanings given to them in the Agreement.

Yours faithfully

_______________________________ [signature][name of signatory]For and on behalf of [name of prospective IPEV Member]

Approved by the Founding Associations

_______________________________ [signature]For and on behalf of [name of Founding Association]

_______________________________ [signature]For and on behalf of [name of Founding Association]

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SIGNATURE PAGE

This Agreement has been entered into as of the date stated at the beginning of it.

FOUNDING ASSOCIATIONS

Date

Signed by

for and on behalf of

AFIC - ASSOCIATION FRANCAISE DESINVESTISSEURS POURLA CROISSANCE ..............................................................................

Date

Signed by


AVCAL - AUSTRALIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION LIMITED ..............................................................................

Date

Signed by


BVCA - BRITISH PRIVATE EQUITY &VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


EMPEA - EMERGING MARKETS PRIVATE EQUITY ASSOCIATION ..............................................................................

15 LO\4864321.5

Date

Signed by


EVCA - EUROPEAN PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


PEGCC - PRIVATE EQUTIY GROWTH CAPITAL COUNCIL ..............................................................................

ENDORSING ASSOCIATIONS

Date

Signed by


AIFI - ITALIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


AMEXCAP - MEXICAN PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


AMIC - MOROCCAN VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

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Date

Signed by


APCRI – PORTUGUESE PRIVATE EQUITYAND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


ASCRI – SPANISH PRIVATE EQUITYAND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


ATIC - TUNISIAN ASSOCIATION OF CAPITAL INVESTORS ..............................................................................

Date

Signed by


AVCA - AFRICAN VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


AVCO - AUSTRIAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


BVA - BELGIAN VENTURE CAPITAL &PRIVATE EQUITY ASSOCIATION ..............................................................................

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Date

Signed by


BVK - GERMAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


CAPE - CHINA ASSOCIATION OF PRIVATE EQUITY ..............................................................................

Date

Signed by


CVCA - CANADA’S VENTURE CAPITALAND PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


CVCA - CHINA VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


CVCA - CZECH VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


DVCA - DANISH VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

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Date

Signed by


FVCA - FINNISH VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


HVCA - HUNGARIAN VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


ILPA - INSTITUTIONAL LIMITED PARTNERS ASSOCIATION ..............................................................................

Date

Signed by


IVCA - IRISH VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


LAVCA - LATIN AMERICAN PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


LPEQ - LISTED PRIVATE EQUITY ..............................................................................

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Date

Signed by


LVCA - LATVIAN VENTURE CAPITALASSOCIATION ..............................................................................

Date

Signed by


MENA PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


NVCA - NORWEGIAN VENTURE CAPITAL & PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


NVP – NETHERLANDS PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


NZVCA - NEW ZEALAND PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

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Date

Signed by


PSIK - POLISH PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


RÉSEAU CAPITAL - QUÉBEC'S PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


SAVCA - SOUTH AFRICAN VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


SECA - SWISS PRIVATE EQUITY AND CORPORATE FINANCE ASSOCIATION ..............................................................................

Date

Signed by


SLOCVA - SLOVAK VENTURE CAPITALASSOCIATION ..............................................................................

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Date

Signed by


SVCA - SINGAPORE VENTURE CAPITAL AND PRIVATE EQUITY ASSOCIATION ..............................................................................

Date

Signed by


SVCA- SWEDISH PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION ..............................................................................

Date

Signed by


US NVCA - UNITED STATES NATIONALVENTURE CAPITAL ASSOCIATION ..............................................................................

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IPEV Agreement · Web viewAs of 1 September 2015 ASSOCIATION FRANCAISE DES INVESTISSEURS POUR...

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Transcript of IPEV Agreement · Web viewAs of 1 September 2015 ASSOCIATION FRANCAISE DES INVESTISSEURS POUR...