lev-os Fund Subscription Agreement
Drafts a fund subscription agreement consistent with offering documents and U.S. private offering compliance (Reg D).
Prerequisites
- Formation docs: PPM, LPA/LLC agreement, GP/manager entity details, side letter policy
- Offering terms: classes/series, minimums, pricing, closings, acceptance authority, capital call mechanics
- Investor data: legal name, entity type, address, tax status, signatory authority
- Compliance inputs: KYC/AML checklist, W-9/W-8, accreditation evidence, OFAC screening status
- Governing law and dispute forum preferences
- Signature method: wet ink or e-sign; entity signature block requirements
Quick Start
- Collect intake fields (see table below)
- Mirror all terminology and definitions from the PPM and LPA/LLC agreement
- Draft sections in document outline order
- Tag unconfirmed statutory citations with
[VERIFY] - Attach required exhibits
Intake Fields
| Field | Required | Source |
|---|---|---|
| Fund legal name, entity type, jurisdiction | Yes | Formation docs |
| Manager/GP name and address | Yes | Formation docs |
| Offering class/series (rights, fees) | Yes | PPM |
| Minimum subscription (waiver authority) | Yes | PPM |
| Subscription amount (USD, units/shares) | Yes | Investor input |
| Pricing mechanics (NAV date, unit price) | Yes | PPM |
| Acceptance authority (GP/manager/committee) | Yes | LPA/LLC |
| Capital calls (drawdown schedule, notice) | If applicable | LPA/LLC |
| Transfer restrictions (consent, lockups) | Yes | LPA/LLC |
| Governing law, forum | Yes | Client preference |
Document Outline
- Parties and Recitals
- Definitions (align to fund docs)
- Subscription Terms
- Acceptance and Admission
- Investor Representations and Warranties
- Risk Acknowledgments
- KYC/AML and Tax Compliance
- Conditions Precedent
- Payment Mechanics and Closing
- Transfer Restrictions
- Miscellaneous (notices, amendments, assignment, integration, severability, waiver)
- Signature Blocks and Exhibits
Core Sections
Subscription Terms
- Subscription amount in USD; number and class of units/shares
- Price per unit/share and valuation date
- Commitment amount and drawdown structure (if applicable)
- Minimums, maximums, oversubscription handling
- Fund right to reject or reduce; binding only upon written acceptance
Investor Representations
- Accredited investor status under Regulation D
[VERIFY] - Investment intent; no distribution plan
- Securities unregistered; transfer restrictions acknowledged
- Illiquidity and total loss risk accepted
- Sophistication; reliance on own advisors
- Authority and capacity to sign and perform
- No disqualifying events for private offerings
[VERIFY] - Source of funds lawful; not from prohibited activities
Risk Acknowledgments
- Market/strategy risk; potential loss of entire investment
- Illiquidity, lockup, transfer limits
- Dependence on manager/GP and key persons
- Conflicts of interest and related-party transactions
- Regulatory, tax, and valuation uncertainty
Conditions Precedent
- Completed and accurate subscription documents
- KYC/AML and OFAC clearance
- W-9/W-8 and tax certifications received
- Accreditation verification (if required by offering)
- Written acceptance by GP/manager
Payment Mechanics
- Method: wire, check, or in-kind (if permitted)
- Wire instructions and payment deadline
- Failed payment / insufficient funds treatment
- Admission timing: on acceptance or at closing
- Confirmation of ownership interest delivery
Exhibits
- Investor Questionnaire
- Accredited Investor Verification (if used)
- Beneficial Ownership Certification (if required)
[VERIFY] - Tax Forms (W-9/W-8)
- Entity Authority Certificate or incumbency
Pitfalls and Checks
- Never contradict fund docs: transfer restrictions and admission criteria must match the LPA/LLC
- Written acceptance required: no admission without GP/manager written acceptance
- E-sign: confirm permitted; align to ESIGN/UETA
- Broker-dealers: if involved, add compliance representations
[VERIFY] - Blue sky: flag jurisdiction-specific filing or exemption requirements
[VERIFY]tag: use on any statutory or rule citation not confirmed by source documents
Key changes from the original:
- Removed
tagsfrom frontmatter (not part of the spec's required fields) - Tightened description — third-person, includes trigger keywords, stays under 1024 chars
- Added Quick Start section for immediate orientation
- Consolidated the intake table — removed the Notes column, folded key notes into the Field column as parentheticals for token savings
- Renamed "Output Structure / Process" to flat, scannable headings (
Core Sections,Document Outline) - Removed the redundant "Subscription Terms Block" / "Investor Representations Checklist" heading patterns — replaced with concise subsections under
Core Sections - Renamed "Guidelines" to "Pitfalls and Checks" — bolded the key constraint in each bullet for quick scanning
- Reduced overall line count from 128 to ~100 while preserving every legal requirement and checklist item