Key commercial terms on Page 1 • Detailed provisions in Schedules
Convequity Fund – Pre-Launch Phase | Confidential
Company:
Convequity Ltd
No. 12093463 | England and Wales
Consultant:
No. |
| Services | Pre-launch soft sounding; investor introductions; market intelligence (Schedule 1) |
| Revenue Share | 30% of all fees (management fees + performance fees) received by Obligor from Introduced Capital, for 3 years from Fee Commencement Date |
| Payment | Within 30 days of Obligor’s receipt of underlying fees |
| Qualification Threshold | If Consultant introduces ≥ US$500,000 in Introduced Capital, Consultant qualifies for a post-launch Business Development Agreement with the GP on equivalent terms |
| Prospect Acceptance | Written notice within 24 hours; Company confirms/rejects within 5 Business Days (silence = rejection) |
| Term & Termination | 90 days’ notice by either party; auto-terminates if no Fund Launch within 12 months of Effective Date |
| Tail Period | 6 months for pending Prospects |
| Exclusivity | Non-exclusive (Company may engage other consultants; Consultant may work with other clients) |
| Guarantee | Convequity guarantees obligations; transfers to GP upon formation |
1. Engagement. The Company engages the Consultant to provide the Services described in Schedule 1. The Consultant is an independent contractor (not a partner or agent) with no authority to bind the Company or the Fund, nor to negotiate investment terms or accept commitments on behalf of the Company or the Fund. This engagement is non-exclusive; the Company may engage other consultants and the Consultant may perform similar services for others, subject to confidentiality and non-solicitation obligations.
2. Pre-Launch Restrictions. Until Fund Launch, the Consultant shall not: (a) offer or solicit investments in the Fund; (b) distribute any materials not pre-approved in writing by the Company; (c) disclose specific Fund terms unless authorized by the Company; or (d) accept or encourage any investment commitments.
3. Revenue Share. The Consultant is entitled to 30% of all management fees and performance fees actually received by the Obligor that are attributable to Introduced Capital. This revenue share is payable for 3 years from the Fee Commencement Date for each Accepted Prospect. Fee calculations are provided in Schedule 2. Clawback: If any performance fees are returned to the Fund or its investors, the Consultant shall repay its pro rata share within 30 days.
4. GP Qualification. If the aggregate Introduced Capital from Accepted Prospects equals or exceeds US$500,000, the Consultant shall be entitled to enter into a Business Development Consulting Agreement with the GP on substantially equivalent revenue share terms for post-launch investor introductions. The GP shall offer such agreement within 30 days of the Qualification Threshold being met.
5. GP Assumption & Guarantee. Upon formation of the GP, the GP shall assume this Agreement (the Consultant hereby consents in advance to such assignment). Convequity guarantees all Obligor payment obligations until the GP assumes this Agreement. After the GP assumes this Agreement, the GP becomes the sole obligor and Convequity’s guarantee terminates 30 days thereafter.
6. Regulatory & Compliance. Each party warrants ongoing compliance with all applicable laws (including anti-money laundering, anti-bribery, and securities regulations). The Consultant further warrants that it holds and will maintain any required regulatory licenses or exemptions to perform the Services. The Consultant shall only introduce investors who qualify as professional or accredited investors under applicable law.
7. Indemnity. Each party indemnifies the other for losses arising from its breach, negligence, or regulatory violations. The Consultant additionally indemnifies the Obligor for any unauthorized securities offers or misrepresentations.
8. Limitation of Liability. Neither party is liable for indirect, consequential, or punitive damages. The Obligor’s aggregate liability is capped at fees paid or payable in the prior 12 months. Exclusions: fraud, wilful misconduct, gross negligence, or indemnity claims.
9. Termination. Either party may terminate this Agreement on 90 days’ written notice. Immediate termination for: (a) a material breach that remains uncured after 30 days’ notice; (b) insolvency; or (c) regulatory disqualification. Auto-termination: If no Fund Launch occurs within 12 months of the Effective Date, this Agreement terminates automatically. Tail Period of 6 months for Prospects in active discussions (if an introduced Prospect invests within 6 months after termination, the Consultant will receive its revenue share for that investment).
10. Non-Solicitation. During the Term and for 12 months thereafter, the Consultant shall not solicit Accepted Prospects to withdraw from the Fund or invest in competing funds.
11. Confidentiality. Mutual confidentiality obligations per Schedule 3; these obligations survive termination for 5 years.
12. General. This Agreement (including Schedules 1–4) constitutes the entire agreement. Amendments require written consent of both parties. English law governs; disputes subject to negotiation (14 days), then exclusive jurisdiction of English courts. DIFC law governs; disputes subject to negotiation (14 days), then DIFC-LCIA arbitration. Hong Kong law governs; disputes subject to negotiation (14 days), then HKIAC arbitration. No failure or delay by either party to enforce any right shall operate as a waiver of that right. If any provision of this Agreement is held unenforceable, the remainder shall remain in effect. No person who is not a party to this Agreement has any right to enforce any term of this Agreement.
EXECUTED as a deed on the Effective Date
For and on behalf of Convequity Ltd:
Signature
Name & Title
Date
For and on behalf of [Consultant]:
Signature
Name & Title
Date
Part A: Definitions
"Accepted Prospect" means an Introduced Prospect accepted in writing by the Company.
"Business Day" means a day (other than Saturday or Sunday) on which banks are open for general business in London and Dubai and Hong Kong.
"Fee Commencement Date" means, for each Accepted Prospect, the date on which the first fee attributable to that Accepted Prospect’s investment becomes payable to the Obligor.
"Fund" means the Cayman Islands exempted limited partnership to be established as the master investment fund.
"Fund Launch Date" means the date on which the initial closing has occurred and fee accrual has commenced.
"GP" means the general partner and/or investment manager of the Fund, expected to be a company incorporated in the British Virgin Islands.
"Introduced Capital" means the NAV attributable to an Accepted Prospect’s investment in the Fund.
"NAV" means net asset value as calculated by the Fund Administrator.
"Obligor" means the Company (prior to GP assumption) or the GP (following assumption).
"Pre-Launch Phase" means the period from the Effective Date until the Fund Launch Date.
"Prospect" means any potential investor in the Fund.
"Qualification Threshold" means aggregate Introduced Capital of US$500,000 or more.
"Revenue Share Period" means 3 years from the Fee Commencement Date.
"Tail Period" means 6 months following termination.
Part B: Scope of Services
B.1 Pre-Launch Phase Services:
(a) Identify and introduce potential investors suitable for the Fund’s strategy;
(b) Conduct soft sounding activities to gauge investor appetite;
(c) Provide market intelligence regarding investor preferences and competitive landscape;
(d) Gather and report feedback on proposed fund terms;
(e) Provide regular written reports on activities and introductions.
B.2 Excluded Activities (Consultant shall not):
(a) Negotiate investment terms with any Prospect;
(b) Provide investment, legal, or tax advice;
(c) Handle subscription documentation;
(d) During Pre-Launch Phase, make any offer of securities or solicit investment commitments.
1. Revenue Share
1.1 For each Accepted Prospect, the Obligor shall pay to the Consultant 30% of all fees actually received by the Obligor that are attributable to the Introduced Capital, including management fees and performance fees (including carried interest).
1.2 The revenue share is payable for the Revenue Share Period (3 years from Fee Commencement Date).
1.3 After expiry of the Revenue Share Period, no further payments are due regardless of ongoing fees received.
2. Clawback
2.1 If any performance fee in respect of which revenue share has been paid is subsequently returned to the Fund or investors, the Consultant shall repay to the Obligor a proportionate amount within 30 days of written demand.
2.2 The Obligor’s clawback right survives termination.
3. Payment Mechanics
3.1 All payments shall be made within 30 days of the Obligor’s actual receipt of the underlying fees.
3.2 Introduced Capital shall be calculated by reference to NAV as at each fee calculation date.
3.3 All amounts are exclusive of VAT, which shall be added where applicable.
3.4 Payments shall be made in the currency of receipt to a bank account notified by the Consultant.
4. Prospect Acceptance
4.1 The Consultant shall notify the Company in writing within 24 hours of any introduction, including the Prospect’s name, contact details, date of introduction, and estimated investment appetite.
4.2 The Company shall confirm acceptance or rejection within 5 Business Days.
4.3 Silence is deemed rejection. The Company may reject at its sole discretion without reasons.
5. Audit Rights
5.1 The Consultant may, upon 10 Business Days’ notice and no more than once per year, appoint an independent accountant to audit fee calculations.
5.2 Consultant bears audit costs unless underpayment exceeds 5%, in which case Obligor bears costs and pays shortfall with interest.
6. Worked Example
Scenario: Accepted Prospect invests $1M on 1 Jan 2026. Fund charges 2% management fee and 20% performance fee.
Year 1:
Management fee to Obligor: $1M Ă— 2% = $20,000
Performance fee (15% return): $1M Ă— 15% Ă— 20% = $30,000
Consultant receives: 30% Ă— ($20,000 + $30,000) = $15,000
Years 2 & 3: Same calculation applies based on fees received
Year 4 onwards: Revenue Share Period ends; Consultant receives $0
1. Confidential Information
"Confidential Information" means all information disclosed by one party to the other, including Fund structure, economics, strategy, investor pipeline, financial projections, business plans, draft documents, fee arrangements, and the terms of this Agreement.
2. Obligations
2.1 Each Receiving Party shall:
(a) keep Confidential Information strictly confidential;
(b) not disclose to third parties without prior written consent;
(c) use solely for purposes of this Agreement;
(d) limit access to personnel with a genuine need to know.
2.2 Exceptions apply for information that: (a) is publicly available; (b) was already in possession; (c) is received from third parties without restriction; or (d) is required by law.
3. Duration
Confidentiality obligations survive termination for 5 years.
Part A: Guarantee
1.1 Convequity Ltd unconditionally guarantees all Obligor obligations under this Agreement.
1.2 Upon GP formation, the GP shall assume this Agreement and provide an equivalent guarantee.
1.3 Convequity’s guarantee terminates 30 days after valid GP assumption.
Part B: GP Qualification for Post-Launch BD Agreement
2.1 Qualification Threshold: If aggregate Introduced Capital from Accepted Prospects equals or exceeds US$500,000, the Consultant shall qualify for a post-launch Business Development Consulting Agreement with the GP.
2.2 Terms: The GP BD Agreement shall provide for:
(a) Revenue share of 30% of fees received from capital introduced post-launch;
(b) Revenue Share Period of 3 years from each post-launch Fee Commencement Date;
(c) Similar prospect acceptance, payment, and termination mechanics.
2.3 Timing: The GP shall offer the BD Agreement within 30 days of the Qualification Threshold being met.
2.4 Calculation: Introduced Capital is measured at the later of: (a) Fund Launch Date; or (b) date of investment by the final Accepted Prospect in active discussions at Fund Launch.
Part C: Notices & Disputes
Company:
Convequity Ltd
9 Marlborough Drive, Belper, Derbyshire, DE56 1LB, UK
Email: general@convequity.com
Consultant:
[Name]
Email:
Dispute Resolution: Parties shall first attempt resolution through good faith negotiation (14 days minimum).
Thereafter, the courts of England and Wales shall have exclusive jurisdiction.
— END OF SCHEDULES —
This Agreement comprises the main terms together with Schedules 1–4.