Delaware Subscription Agreement - A Section 3C1 Fund

• Category: Contracts - Equity Funds
• State: Multi-State
• Control #: US-PE-J1AM
• Format: Word; Rich Text

Description

This is a sample private equity company form, a Subscription Agreement. Available in Word format. A Delaware Subscription Agreement for a Section 3C1 Fund is a legal document that outlines the terms and conditions governing the purchase of securities in the fund by investors. This agreement is specifically designed for funds that want to meet the requirements of Section 3(c)(1) of the Investment Company Act of 1940. The purpose of a Section 3C1 Fund is to provide a limited exemption from registration with the Securities and Exchange Commission (SEC) for funds that have a few sophisticated investors. By limiting the number of investors to no more than 100, these funds can avoid the more stringent regulations applicable to larger funds. The Delaware Subscription Agreement for a Section 3C1 Fund typically includes the following key components: 1. Parties: It identifies the fund manager, also known as the General Partner, and the investors, referred to as Limited Partners or subscribers. 2. Subscription Procedure: It outlines the process through which an investor can subscribe to purchase securities in the fund. This may include providing necessary documentation, such as Know Your Customer (KYC) forms, investor suitability questionnaires, and accredited investor verification. 3. Subscription Amount and Terms: It specifies the minimum investment amount required from each investor and the accepted forms of payment. The agreement also provides details about the fund's capital commitment structure, including the timing of contributions and any withdrawal restrictions. 4. Representations and Warranties: It includes statements made by the investors regarding their eligibility and compliance with applicable laws. This section may cover the investor's financial sophistication, accredited investor status, and suitability for investing in the fund. 5. Fees and Expenses: It outlines the management fees, performance fees, or any other expenses associated with the fund's operation. This section may also mention any additional fees related to early withdrawals or transfers. 6. Rights and Restrictions: It delineates the rights and privileges of the investors, such as voting rights, information rights, and possible transfer restrictions. It may also cover the fund manager's right to impose "gates" that limit investor redemptions under certain circumstances. 7. Confidentiality and Non-Disclosure: It includes provisions that require investors to maintain the confidentiality of fund information and restrict their ability to disclose sensitive information to third parties. 8. Governing Law and Jurisdiction: It specifies the governing law (typically Delaware law) and the jurisdiction in which any disputes arising from the agreement will be resolved. Types of Delaware Subscription Agreement — A Section 3C1 Fund may include: 1. Equity Funds: These funds primarily invest in equity securities, such as stocks, and provide investors with the opportunity to generate returns through capital appreciation. 2. Debt Funds: These funds focus on debt securities, such as bonds or loans, and aim to provide investors with regular income through interest payments. 3. Real Estate Funds: These funds invest in real estate properties or real estate-related assets, allowing investors to gain exposure to the potential appreciation and income generated by the real estate market. 4. Hedge Funds: These funds use various investment strategies, such as long/short positions, arbitrage, or derivatives trading, to generate returns. Hedge funds often have a higher level of risk and may employ leverage to amplify returns. 5. Private Equity Funds: These funds invest in privately held companies, often with the goal of acquiring a controlling stake or actively participating in the company's management to drive growth and value creation. In conclusion, a Delaware Subscription Agreement for a Section 3C1 Fund is an essential legal document that governs the purchase of securities in a fund that seeks to meet the requirements of Section 3(c)(1) of the Investment Company Act of 1940. It outlines the agreement's key components, including the parties involved, subscription process, investment terms, fees, rights, and restrictions.

A Delaware Subscription Agreement for a Section 3C1 Fund is a legal document that outlines the terms and conditions governing the purchase of securities in the fund by investors. This agreement is specifically designed for funds that want to meet the requirements of Section 3(c)(1) of the Investment Company Act of 1940. The purpose of a Section 3C1 Fund is to provide a limited exemption from registration with the Securities and Exchange Commission (SEC) for funds that have a few sophisticated investors. By limiting the number of investors to no more than 100, these funds can avoid the more stringent regulations applicable to larger funds. The Delaware Subscription Agreement for a Section 3C1 Fund typically includes the following key components: 1. Parties: It identifies the fund manager, also known as the General Partner, and the investors, referred to as Limited Partners or subscribers. 2. Subscription Procedure: It outlines the process through which an investor can subscribe to purchase securities in the fund. This may include providing necessary documentation, such as Know Your Customer (KYC) forms, investor suitability questionnaires, and accredited investor verification. 3. Subscription Amount and Terms: It specifies the minimum investment amount required from each investor and the accepted forms of payment. The agreement also provides details about the fund's capital commitment structure, including the timing of contributions and any withdrawal restrictions. 4. Representations and Warranties: It includes statements made by the investors regarding their eligibility and compliance with applicable laws. This section may cover the investor's financial sophistication, accredited investor status, and suitability for investing in the fund. 5. Fees and Expenses: It outlines the management fees, performance fees, or any other expenses associated with the fund's operation. This section may also mention any additional fees related to early withdrawals or transfers. 6. Rights and Restrictions: It delineates the rights and privileges of the investors, such as voting rights, information rights, and possible transfer restrictions. It may also cover the fund manager's right to impose "gates" that limit investor redemptions under certain circumstances. 7. Confidentiality and Non-Disclosure: It includes provisions that require investors to maintain the confidentiality of fund information and restrict their ability to disclose sensitive information to third parties. 8. Governing Law and Jurisdiction: It specifies the governing law (typically Delaware law) and the jurisdiction in which any disputes arising from the agreement will be resolved. Types of Delaware Subscription Agreement — A Section 3C1 Fund may include: 1. Equity Funds: These funds primarily invest in equity securities, such as stocks, and provide investors with the opportunity to generate returns through capital appreciation. 2. Debt Funds: These funds focus on debt securities, such as bonds or loans, and aim to provide investors with regular income through interest payments. 3. Real Estate Funds: These funds invest in real estate properties or real estate-related assets, allowing investors to gain exposure to the potential appreciation and income generated by the real estate market. 4. Hedge Funds: These funds use various investment strategies, such as long/short positions, arbitrage, or derivatives trading, to generate returns. Hedge funds often have a higher level of risk and may employ leverage to amplify returns. 5. Private Equity Funds: These funds invest in privately held companies, often with the goal of acquiring a controlling stake or actively participating in the company's management to drive growth and value creation. In conclusion, a Delaware Subscription Agreement for a Section 3C1 Fund is an essential legal document that governs the purchase of securities in a fund that seeks to meet the requirements of Section 3(c)(1) of the Investment Company Act of 1940. It outlines the agreement's key components, including the parties involved, subscription process, investment terms, fees, rights, and restrictions.