Private Equity Subscription Agreement Generator for United States

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"Need a Private Equity Subscription Agreement for a new healthcare-focused fund launching in March 2025, targeting institutional investors with minimum commitments of $10M, must include ERISA provisions and staged capital call mechanics."

Document background
The Private Equity Subscription Agreement is a critical document used when investors commit capital to a private equity fund in the United States. It outlines the terms of investment, investor qualifications, and regulatory compliance requirements under both federal and state securities laws. The agreement typically includes detailed representations about the investor's status as an accredited investor, commitment amount, payment schedule, and acknowledgment of investment risks. This document is essential for maintaining compliance with SEC regulations and establishing clear terms between the fund and its investors.
Suggested Sections

1. Parties: Identification of the fund/issuer and the subscriber/investor

2. Background: Context of the investment opportunity and fund structure

3. Definitions: Key terms used throughout the agreement

4. Subscription and Purchase: Details of investment amount and class/type of securities

5. Payment Terms: Method and timing of investment payments

6. Representations and Warranties of Subscriber: Investor's confirmations regarding eligibility and capacity

7. Representations and Warranties of Issuer: Fund's confirmations regarding authority and compliance

8. Closing Conditions: Requirements for completing the investment

9. Indemnification: Terms regarding compensation for potential losses or damages

10. Governing Law: Specification of applicable jurisdiction and dispute resolution

Optional Sections

1. ERISA Provisions: Additional provisions required when pension fund investors are involved - includes plan asset regulations and fiduciary requirements

2. Foreign Investor Provisions: Additional requirements and representations for non-US investors, including FATCA compliance

3. Capital Commitment Provisions: Terms for staged investments and capital call procedures for funds with commitment-based structures

4. Transfer Restrictions: Detailed provisions regarding limitations on transfer of interests and right of first refusal

5. Side Letter Provisions: Reference to and incorporation of any side letter arrangements with specific investors

Suggested Schedules

1. Schedule A - Investor Questionnaire: Forms and questionnaires to verify accredited investor status and suitability

2. Schedule B - Wire Transfer Instructions: Banking and payment details for investment transfers

3. Schedule C - Tax Forms: Required tax documentation including W-9 for US investors or W-8 series for non-US investors

4. Schedule D - Partnership Agreement: Copy or summary of the fund's governing document and operating agreement

5. Schedule E - Investment Strategy Overview: Summary of fund's investment approach, restrictions, and key terms

6. Schedule F - KYC Documentation Requirements: List of required identity verification documents and anti-money laundering information

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

Federal Securities Laws: Primary federal regulations including Securities Act of 1933 (particularly Regulation D), Securities Exchange Act of 1934, Investment Company Act of 1940, and Investment Advisers Act of 1940

State Securities Laws (Blue Sky Laws): State-specific securities regulations including registration and exemption requirements that vary by jurisdiction

Accredited Investor Rules: SEC definitions and requirements for accredited investors, including recent amendments to qualifying criteria

ERISA Considerations: Employee Retirement Income Security Act regulations, particularly relevant when pension fund investors are involved, including plan asset regulations

Anti-Money Laundering Laws: Compliance requirements under Bank Secrecy Act and USA PATRIOT Act for preventing money laundering and terrorist financing

Tax Laws: Internal Revenue Code provisions, partnership tax rules, and Foreign Account Tax Compliance Act (FATCA) requirements

Investment Company Act Exemptions: Section 3(c)(1) or 3(c)(7) exemptions and private fund requirements under the Investment Company Act

Dodd-Frank Wall Street Reform: Registration requirements and reporting obligations for private equity firms under the Dodd-Frank Act

Contract Law: State-specific contract laws and Uniform Commercial Code provisions governing agreement formation and enforcement

Privacy Laws: Data protection and privacy requirements under Gramm-Leach-Bliley Act and applicable state privacy laws

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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