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.
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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
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
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
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