Placement Agent Agreement Private Equity Fund for Canada

Placement Agent Agreement Private Equity Fund Template for Canada

A comprehensive agreement governed by Canadian law that establishes the terms and conditions under which a placement agent will market and distribute private equity fund interests to potential investors. The agreement addresses key aspects including regulatory compliance with Canadian securities laws, compensation structures, service scope, territorial rights, and risk allocation. It incorporates specific requirements under provincial securities regulations and federal laws such as PIPEDA, while establishing clear protocols for investor introduction, marketing compliance, and ongoing relationship management.

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What is a Placement Agent Agreement Private Equity Fund?

The Placement Agent Agreement Private Equity Fund is a critical document used when a private equity fund or its manager seeks to engage professional intermediaries to assist in raising capital from institutional and qualified investors. This agreement, structured under Canadian law, establishes the framework for the placement agent's activities, including their rights, responsibilities, and compensation. It addresses crucial elements such as regulatory compliance with provincial securities laws, marketing restrictions, investor solicitation protocols, and reporting requirements. The document is particularly important in the Canadian context where securities regulations vary by province and require careful consideration of both federal and provincial requirements. It typically includes detailed provisions on fee structures, exclusivity arrangements, and compliance with anti-money laundering and privacy laws.

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

1. Parties: Identification of the Fund/Fund Manager and the Placement Agent

2. Background: Context of the agreement, basic information about the Fund and purpose of the engagement

3. Definitions and Interpretation: Key terms used throughout the agreement, including regulatory terms and interpretation rules

4. Appointment and Scope: Formal appointment of placement agent and detailed scope of services

5. Regulatory Compliance: Obligations regarding securities laws, registration requirements, and regulatory filings

6. Services and Obligations: Detailed description of placement agent's services, obligations, and standard of care

7. Territory and Exclusivity: Geographic scope of the placement agent's authority and any exclusivity provisions

8. Representations and Warranties: Key statements and assurances from both parties

9. Fees and Expenses: Compensation structure, payment terms, and expense reimbursement

10. Term and Termination: Duration of agreement and circumstances for termination

11. Confidentiality: Protection of confidential information and trade secrets

12. Indemnification: Mutual indemnification provisions and liability allocation

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

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

1. Tail Period Provisions: Terms regarding compensation for investors introduced during the term but investing after termination

2. Sub-Placement Agents: Terms governing the appointment and management of sub-placement agents

3. Non-Circumvention: Provisions preventing direct engagement with introduced investors

4. Marketing Material Approval: Process for approval of marketing materials and related responsibilities

5. Data Protection: Specific provisions for handling personal data under PIPEDA

6. Non-Competition: Restrictions on placement agent's activities with competing funds

7. Force Majeure: Provisions dealing with extraordinary events affecting performance

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

1. Schedule A - Fee Schedule: Detailed breakdown of placement fees, carried interest, and other compensation

2. Schedule B - Territory Definition: Specific definition of geographic territories and excluded territories

3. Schedule C - Services Description: Detailed description of specific services to be provided

4. Schedule D - Compliance Requirements: Specific regulatory compliance requirements and procedures

5. Schedule E - Approved Marketing Materials: List of pre-approved marketing materials and approval process

6. Schedule F - Investor Reporting Requirements: Format and frequency of investor reporting

7. Appendix 1 - Power of Attorney: If required, specific powers granted to placement agent

8. Appendix 2 - Form of Investor Notices: Standard forms for investor communications

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Private Equity

Financial Services

Investment Management

Asset Management

Fund Distribution

Capital Markets

Alternative Investments

Wealth Management

Relevant Teams

Legal

Compliance

Investment

Business Development

Operations

Risk Management

Finance

Distribution

Client Relations

Fund Administration

Relevant Roles

General Counsel

Legal Counsel

Compliance Officer

Fund Manager

Private Equity Partner

Chief Investment Officer

Head of Distribution

Business Development Director

Chief Operating Officer

Risk Manager

Investment Director

Relationship Manager

Chief Financial Officer

Head of Legal

Head of Compliance

Industries
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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