The SEC’s December 2020 amendments to Rule 206(4)‑1 under the Investment Advisers Act of 1940 (Marketing Rule) specify that sponsors must enter into written agreements with their placement agents. Although written placement agent agreements are the norm for PE sponsors, the terms and structure of those arrangements can vary widely. To aid our subscribers in their future negotiations, the Private Equity Law Report spoke to experts about market terms, variations in fee structures and other relevant terms of placement agent agreements. This second article in a two-part series describes pressure points and potential outcomes when negotiating common terms of a placement agent agreement (e.g., fee rates, exclusion schedules, etc.). The first article described the role placement agents play for different types of managers and compliance issues that arise when using placement agents, including techniques for mitigating them. See our two-part series on the impact of the Marketing Rule: “What Constitutes an ‘Advertisement’ and How to Adhere to Principles‑Based Standards” (Mar. 23, 2021); and “Disclosures in Non‑Standard Calculations and Requirements When Using Promoters” (Mar. 30, 2021).