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Placement Agent Agreement Private Equity Fund Template for United States

A Placement Agent Agreement for Private Equity Funds is a legally binding contract governed by U.S. federal and state securities laws that establishes the terms under which a placement agent will assist in raising capital for a private equity fund. The agreement details the scope of services, compensation structure, regulatory compliance requirements, and obligations of both parties while ensuring adherence to SEC regulations, FINRA rules, and applicable state laws.

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What is a Placement Agent Agreement Private Equity Fund?

The Placement Agent Agreement Private Equity Fund is essential when fund managers seek to engage professional intermediaries to assist in fundraising activities. This agreement, governed by U.S. securities laws, outlines the placement agent's role in identifying and securing potential investors, details compensation structures, and establishes compliance frameworks. It's particularly crucial given the complex regulatory environment surrounding private placement activities and the need to ensure proper marketing of fund interests to qualified investors.

What sections should be included in a Placement Agent Agreement Private Equity Fund?

1. Parties: Identifies the placement agent and the fund/fund manager

2. Background: Describes the fund structure and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including regulatory definitions

4. Appointment and Scope of Services: Details of the placement agent's appointment and services to be provided

5. Regulatory Compliance: Obligations regarding securities laws, SEC regulations, FINRA rules and other applicable regulations

6. Compensation: Fee structure and payment terms including placement fees, expenses and other compensation

7. Representations and Warranties: Standard declarations from both parties regarding licensing, compliance and authority

8. Term and Termination: Duration of the agreement and conditions for termination

9. Confidentiality: Protection of confidential information and trade secrets

What sections are optional to include in a Placement Agent Agreement Private Equity Fund?

1. International Marketing: Provisions for marketing to non-US investors, including FATCA compliance and foreign regulations

2. ERISA Provisions: Specific requirements and obligations when dealing with pension fund investors

3. Sub-placement Agents: Terms and conditions for engaging additional placement agents or intermediaries

What schedules should be included in a Placement Agent Agreement Private Equity Fund?

1. Fee Schedule: Detailed breakdown of fees, compensation structure and payment terms

2. Marketing Materials Guidelines: Requirements and procedures for marketing materials and presentations

3. Target Investor Profile: Description of qualified investors and investor requirements

4. Compliance Procedures: Detailed compliance requirements, procedures and checklists

5. Form of Investor Reports: Templates and requirements for investor reporting

6. Due Diligence Checklist: Required documentation and verification procedures for investor onboarding

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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