PACT Agreement

Asked by

Community Member

Nov 20, 2024

Fundraising

PACT Agreement

Is there a reason the following brackets are in the base PACT agreement and can they be removed for a US fund?

The undersigned understands that the Offering is being made without registration under any securities law in any jurisdiction, including the [Securities Act of 1933 (the “Securities Act”), as amended, or any securities law of any state of the United States], and is being made only to ["accredited investors" (as defined in the Securities Act)].

2 See in Base

Answered by

VC Lab Assistant

Nov 20, 2024

The brackets in the base PACT agreement are placeholders for jurisdiction-specific legal references. For a US fund, these references to the Securities Act of 1933 and accredited investors are crucial for compliance with US securities laws. Removing them could lead to legal issues, as they specify the legal framework under which the offering is made. It's advisable to retain these references to ensure the agreement aligns with regulatory requirements. Always consult legal counsel before making such changes.

Answered by

Mike Suprovici

Nov 20, 2024

The brackets in the base PACT agreement are placeholders for jurisdiction-specific legal references. The language in the bracket is suggested language. For example, if you're in the US or launching a fund in Delaware, you can remove the brackets and the PACT will then work in Delaware. If, on the other hand, you plan to launch the fund in a different jurisdiction, you can replace the content in the brackets to match that jurisdiction.

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