How to Track a Placement Agent Fee After You Close

How to track a placement agent fee is the ledger after a close where an agent introduced LPs: agent name, which close and which LPs, contractual fee (copied), amount billed this period, who pays (fund, GP, or offset against the management fee), remaining unpaid, and a Form ADV or disclosure pointer when a source says to look there. It is not a placement-agent primer. Raziel's management fee offset tracking page is the offset math on Fee Income. Raziel's LP fee and carry tracking page is management fee cash. This page is the placement-fee bill and who still owes it.

This is not legal, tax, compliance, or investment advice. Raziel does not provide it. Copy the placement agreement, the LPA, the close schedule, and the latest notice or capital-account pack. Do not invent a typical placement-fee rate for this fund.

What this ledger is (and is not)

ILPA Principles 3.0 (June 2019): the economic arrangement of the GP and its placement agents should be fully disclosed to prospective LPs. Placement agent fees should be borne by the fund manager while placement expenses should be borne by the fund. Where placement agent fees are allocated to the fund, the management fee should be fully offset for such amounts. The LPAC should review placement agent expenses. ILPA Reporting Template v. 2.0 Suggested Guidance (January 2025) asks GPs to itemize Placement Fees inside Cash / Non-Cash Flows. Morgan, Lewis & Bockius LLP's deskbook (Working with Placement Agents): typically, fees are a percentage of capital commitments from investors the agent introduced, due only once per PE or VC investor commitment. That is typical practice Morgan Lewis describes. It is not this fund's rate.

Columns on one placement-fee row

Open one row per agent engagement (or per close slice the agreement credits) after the relevant close. Copy each field from the signed placement agreement and the pack.

• Agent name. The legal name on the placement agreement. Morgan Lewis: with limited exception, placement agents must be registered as broker-dealers with the SEC. Store the name as printed.

• Which close / which LPs introduced. Closing date or close number, and the LP commitments the agreement credits to the agent. Morgan Lewis: credit only commitments the GP admits, under the agreement's credit rules. Copy the schedule. Do not invent introductions.

• Contractual fee (copied). The fee formula and dollars from the placement agreement. Copy the clause. If a source cites a typical structure, attribute it as typical, then still paste your contract.

• Amount billed this period. Invoices or notices for this reporting period only. Not the lifetime contractual total unless the pack says they are the same.

• Paid by fund vs GP vs offset against management fee. Who's cash left, and whether an offset reduced the management fee. Principles 3.0 prefers GP-borne fees; if the fund pays, full management-fee offset. Duane Morris LLP (Barry Steinman, August 2014, Private Equity Fund Fees): the typical solution is for the fund to bear the fee but require a 100 percent offset against management fees. Attribute that as typical, not your LPA. Willkie Farr & Gallagher LLP (March 2023), on Advisers Act Release No. 6146 (Sept. 23, 2022): documents required a placement-agent fee offset against the management fee, and the SEC order found the manager did not offset any part of nearly $1 million paid to placement agents. Store fund, GP, offset, or split as documents and cash show.

• Remaining unpaid. Amounts still open under the payment schedule. Morgan Lewis: payment is often timed so the manager can call capital first, sometimes after final close. Unpaid is not "not yet offset."

• Form ADV / disclosure pointer. Only if a source or your pack points there. Weil, Gotshal & Manges LLP: the SEC Marketing Rule applies to private fund placement agent arrangements, and Form ADV Item 5 of Part 1 was amended for additional marketing-practice disclosures, including compensated endorsements. Store the pointer the GP cites. Do not invent a filing number.

Who pays is three boxes, not one net line

Post fund cash, GP cash, and management-fee offset as separate cells. Principles 3.0 distinguishes placement agent fees (preferably GP-borne; fund-borne amounts fully offset) from placement expenses (fund-borne). Use Raziel's management fee offset tracking page for offset percent and applied dollars. This row only records whether this billed amount was paid by the fund, paid by the GP, or applied as an offset. Do not net them into one cell.

Billed this period is not the contractual lifetime total

Contractual fee is the copied obligation. Amount billed this period is what the invoice or notice shows now. Remaining unpaid is what is still open under the payment schedule. Store both even mid-raise. The Reporting Template's Placement Fees line does not replace your agent-level credit schedule.

When the ledger holds

The row holds if agent name and credited LPs match the Placement Agreement, contractual fee is copied (not a market default), billed this period matches the invoice or notice, payor is fund or GP or offset as documents and cash show, remaining unpaid follows the payment schedule, and any Form ADV pointer is one the pack or a named source actually cites. It fails when you invent a typical percent as this fund's rate, treat offset tracking as the placement bill, or invent a Form ADV cite. Raziel's alternative-asset dashboard is the investment record those rows can sit on: documents, dates, capital calls, and portfolio context. Raziel does not run placement-fee math. Copy the agreement. Log who pays. Keep unpaid visible until cash or offset clears it.