Placement Agent Agreement Private Equity Fund Template for Singapore

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Key Requirements PROMPT example:

Placement Agent Agreement Private Equity Fund

"Need a Placement Agent Agreement Private Equity Fund for our Singapore-based real estate fund, appointing ABC Securities as our exclusive placement agent for institutional investors in Southeast Asia, with a minimum placement target of USD 200 million to be achieved by March 2025."

Document background
The Placement Agent Agreement Private Equity Fund is essential when a fund manager seeks to appoint a licensed intermediary to market fund interests in Singapore. This document is particularly relevant under Singapore's sophisticated financial regulatory framework, which requires strict compliance with the Securities and Futures Act and MAS guidelines. The agreement outlines critical aspects such as marketing restrictions, investor qualification requirements, fee structures, and regulatory compliance obligations. It's commonly used when funds seek to expand their investor base while ensuring regulatory compliance in Singapore's financial markets.
Suggested Sections

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

2. Background: Sets out context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope of Services: Details of placement agent's appointment and authorized services

5. Representations and Warranties: Standard declarations by both parties regarding authority, compliance, and capability

6. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses

7. Compliance Obligations: Regulatory requirements and compliance procedures

8. Confidentiality: Protection of confidential information and trade secrets

9. Term and Termination: Duration and termination provisions

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Non-Exclusivity: Provisions used when placement agent is not exclusive and multiple placement agents may be appointed

2. International Marketing: Provisions for cross-border marketing when targeting investors in multiple jurisdictions

3. Sub-Contractors: Rights and obligations regarding sub-contractors when placement agent may need to delegate duties

4. Insurance: Insurance requirements when specific insurance coverage is required

Suggested Schedules

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

2. Marketing Materials: Approved marketing documents and disclaimers

3. Target Investors: List of potential investors or investor categories

4. Compliance Procedures: Detailed compliance requirements and procedures

5. Due Diligence Questionnaire: Standard due diligence requirements for investors

6. Form of Subscription Agreement: Template subscription agreement for investors

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Securities and Futures Act (SFA): Primary legislation governing securities and financial activities in Singapore, covering licensing requirements for placement agents, marketing regulations, disclosure requirements, and investor classifications

MAS Guidelines and Regulations: Regulatory framework by Monetary Authority of Singapore covering licensing, registration, business conduct for fund management companies, including Notice SFA 04-N12 on Restricted Singapore Schemes and marketing standards

Anti-Money Laundering Regulations: Including MAS Notice SFA04-N02 on Prevention of Money Laundering and Countering the Financing of Terrorism, and the Corruption, Drug Trafficking and Other Serious Crimes Act

Personal Data Protection Act 2012: Legislation governing the collection, use, disclosure and care of personal data, relevant for handling investor information

Contract Law (Amendment) Act: General contract law principles governing formation and enforcement of contracts in Singapore

Electronic Transactions Act: Laws governing electronic contracts and signatures, relevant for digital documentation and execution

Variable Capital Companies Act 2018: Specific legislation for variable capital company structure, if applicable to the fund structure

Limited Partnerships Act: Legislation governing limited partnerships in Singapore, relevant if the fund is structured as an LP

Singapore Code of Corporate Governance: Professional standards and governance principles applicable to corporate entities in Singapore

SVCA Guidelines: Industry guidelines from Singapore Venture Capital & Private Equity Association providing best practices for private equity operations

Cross-border Securities Laws: Relevant foreign securities laws and regulations when marketing to overseas investors

International Sanctions Compliance: Requirements related to international sanctions and restricted parties in financial transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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