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Investment Memorandum Private Equity

Investment Memorandum Private Equity Template for United Arab Emirates

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Key Requirements PROMPT example:

Investment Memorandum Private Equity

"I need a Private Equity Investment Memorandum for a UAE-based growth equity fund launching in March 2025, focusing on technology sector investments across GCC countries, with a target fund size of AED 500 million and particular emphasis on fintech and AI companies."

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Document background
The Investment Memorandum Private Equity is a crucial document used in the UAE's private equity sector for raising capital from sophisticated investors. It serves as the primary offering document that must comply with UAE federal legislation, including UAE Federal Law No. 32 of 2021 and various SCA regulations governing private equity investments. The memorandum is typically prepared when establishing a new private equity fund or launching a new investment vehicle, providing comprehensive information about the investment strategy, risk factors, management expertise, and terms of participation. It must include specific disclosures required by UAE law while addressing both local and international investor requirements. The document is particularly important in the UAE context due to the jurisdiction's unique regulatory framework, which includes considerations for both onshore and free zone (DIFC/ADGM) structures.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, regulatory statements, and investment warnings as required by UAE law

2. Executive Summary: Overview of the investment opportunity, fund strategy, and key terms

3. Investment Highlights: Key attractive features of the investment opportunity and market position

4. Market Overview: Analysis of target market, industry trends, and competitive landscape

5. Investment Strategy: Detailed description of investment approach, criteria, and execution plan

6. Track Record: Historical performance of the management team and previous investments

7. Management Team: Biographies and experience of key team members and advisors

8. Fund Terms: Key commercial terms including fees, carried interest, and investment period

9. Risk Factors: Comprehensive disclosure of investment risks and mitigation strategies

10. Legal and Regulatory Framework: Overview of legal structure and applicable UAE regulations

11. Tax Considerations: Overview of relevant UAE tax implications and structure

12. Subscription Process: Instructions and requirements for participating in the investment

Optional Sections

1. Shari'ah Compliance: Details of Shari'ah compliance structure and oversight, if applicable

2. Co-Investment Rights: Terms and conditions for co-investment opportunities, if offered

3. Environmental, Social and Governance (ESG): ESG policy and implementation strategy, if relevant

4. Case Studies: Detailed examples of previous investments, if available

5. Portfolio Companies: Information about existing investments, for follow-on funds

6. Strategic Partnerships: Details of key strategic relationships and partners

7. DIFC/ADGM Specific Regulations: Additional regulatory information if fund is based in DIFC or ADGM

8. Secondary Market Provisions: Information about secondary trading of interests, if applicable

Suggested Schedules

1. Subscription Agreement: Legal agreement for subscribing to the fund

2. Limited Partnership Agreement/Articles: Constitutional documents of the investment vehicle

3. Due Diligence Questionnaire: KYC and AML compliance documentation

4. Financial Projections: Detailed financial models and assumptions

5. Investment Advisory Agreement: Agreement governing the advisory relationship

6. Management Agreement: Agreement governing the management relationship

7. Fee Schedule: Detailed breakdown of all fees and expenses

8. Risk Factor Details: Expanded analysis of risk factors

9. Target Market Analysis: Detailed market research and analysis

10. Regulatory Approvals: Copies of relevant regulatory licenses and approvals

11. Legal Opinions: Relevant legal opinions on fund structure and terms

12. Auditor Reports: Financial statements and auditor opinions, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Administration Agreement
Administrator
Advisory Agreement
Advisory Fee
ADGM
Affiliate
Annual Report
Articles of Association
Auditor
Base Currency
Board
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Clawback
Closing Date
Commitment Period
Competing Fund
Compliance Officer
Constitutional Documents
Control
Custodian
Default
DIFC
Distribution
Draw Down
Exit
Financial Year
Follow-on Investment
Fund
Fund Documents
Fund Manager
General Partner
Holding Period
Hurdle Rate
Investment Committee
Investment Company
Investment Period
Investment Policy
Investment Strategy
Investor
Key Person
Limited Partner
Management Agreement
Management Fee
Management Share
Net Asset Value
Operating Expenses
Partnership Agreement
Performance Fee
Portfolio Company
Preferred Return
Private Placement
Qualified Investor
Redemption
Regulatory Authority
Related Party
SCA
Share
Shareholder
Subscription Agreement
Subscription Amount
Target Return
Term
Transfer
UAE
Valuation Date
Voting Rights
Clauses
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Management Structure
Subscription Rights
Transfer Restrictions
Redemption Rights
Fees and Expenses
Allocation of Profits and Losses
Distribution Policy
Valuation
Reporting Requirements
Investor Rights
Voting Rights
Confidentiality
Conflicts of Interest
Related Party Transactions
Compliance Requirements
Anti-Money Laundering
Tax Considerations
Regulatory Disclosures
Term and Termination
Fund Administration
Investment Committee
Due Diligence
Exit Strategy
Co-Investment Rights
Default Provisions
Amendments
Governing Law
Dispute Resolution
Notice Requirements
Liability and Indemnification
Representations and Warranties
Subscription Process
Performance Reporting
Asset Custody
Management Authority
Shari'ah Compliance
Force Majeure
Relevant Industries

Financial Services

Technology

Healthcare

Real Estate

Infrastructure

Energy

Manufacturing

Consumer Goods

Education

Telecommunications

Logistics

Hospitality

Industrial

Retail

Media and Entertainment

Agricultural

Professional Services

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Investor Relations

Due Diligence

Portfolio Management

Corporate Development

Operations

Research

Marketing

Business Development

Strategy

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Managing Partner

Investment Director

Legal Counsel

Compliance Officer

Fund Manager

Private Equity Associate

Investment Analyst

Risk Manager

Chief Financial Officer

Investment Committee Member

Board Director

Portfolio Manager

Investor Relations Manager

Due Diligence Officer

Financial Controller

Managing Director

Head of Private Equity

General Counsel

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Governs the establishment and operation of companies in the UAE, including investment vehicles and fund structures
SCA Decision No. (9/R.M) of 2016: Regulations concerning Mutual Funds, including private equity funds, covering fund establishment, operation, and management requirements
UAE Federal Decree-Law No. 20 of 2018: Anti-Money Laundering Law governing financial transactions and investor due diligence requirements
SCA Decision No. (3/R.M) of 2017: Promoting and Introducing Regulations, relevant for marketing private equity investments
DIFC Law No. 2 of 2017: If applicable for DIFC-based funds: Provides framework for collective investment funds in DIFC
ADGM Financial Services and Markets Regulations 2015: If applicable for ADGM-based funds: Regulates financial services and investment activities in ADGM
UAE Federal Law No. 14 of 2018: Central Bank Law governing aspects of financial institutions and transactions
SCA Board Decision No. (3/R.M) of 2019: Concerning the Organization and Protection of Minority Shareholders Rights
UAE Federal Law No. 4 of 2000: Securities and Commodities Authority Law governing securities markets and trading
UAE Cabinet Resolution No. 58 of 2020: Regulating Beneficial Owner Procedures, crucial for investment transparency and compliance
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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