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Private Equity Fund Offering Memorandum

Private Equity Fund Offering Memorandum Template for United Arab Emirates

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Private Equity Fund Offering Memorandum

"I need a Private Equity Fund Offering Memorandum for a UAE-based technology-focused fund launching in March 2025, targeting institutional investors with a minimum commitment of US$10 million, with specific provisions for Shari'ah compliance."

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Document background
A Private Equity Fund Offering Memorandum is a crucial document used when establishing and marketing a private equity fund in the United Arab Emirates. It serves as the primary disclosure document for potential investors and must comply with UAE federal regulations, particularly those issued by the Securities and Commodities Authority (SCA). The document provides comprehensive information about the fund's investment strategy, risk factors, management structure, fees, and operational procedures. It needs to address specific UAE requirements, including SCA Board Decision No. (9/R.M) of 2016, and may also need to comply with DIFC or ADGM regulations if the fund operates in these financial free zones. The memorandum is essential for fund managers seeking to raise capital while ensuring regulatory compliance and providing adequate investor protection in the UAE market.
Suggested Sections

1. Important Notice to Investors: Legal disclaimers, regulatory statements, and jurisdiction restrictions

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

3. Directory: Contact details of key parties including fund manager, administrator, custodian, legal advisors

4. Definitions and Interpretation: Detailed definitions of terms used throughout the document

5. Fund Overview: Detailed description of the fund structure, objectives, and strategy

6. Investment Program: Detailed investment strategy, restrictions, and guidelines

7. Risk Factors: Comprehensive disclosure of all material risks

8. Management and Administration: Details of the fund manager, key personnel, and service providers

9. Fees and Expenses: Complete fee structure and expense allocation policies

10. Subscription and Redemption Procedures: Process for investing in and withdrawing from the fund

11. Transfer and Exit Provisions: Rules regarding transfer of interests and exit mechanisms

12. Regulatory and Tax Considerations: Overview of relevant regulatory requirements and tax implications

13. General Information: Additional operational and administrative details

Optional Sections

1. Shari'ah Compliance: Required if the fund is marketed as Shari'ah-compliant, detailing compliance framework and oversight

2. Track Record: Include if the fund manager has relevant historical performance to present

3. Co-Investment Rights: Include if the fund offers co-investment opportunities to limited partners

4. DIFC/ADGM Specific Disclosures: Required if the fund is established in or marketed through UAE financial free zones

5. ESG Policy: Include if the fund has specific environmental, social, and governance considerations

6. Side Letter Policy: Include if the fund manager anticipates entering into side letters with investors

Suggested Schedules

1. Subscription Agreement: Form of subscription agreement including investor representations

2. Constitutional Documents: Fund's constitutional documents (e.g., Limited Partnership Agreement)

3. Investment Management Agreement: Agreement between the fund and the investment manager

4. Administrator Agreement: Summary of key terms of the administration agreement

5. Custodian Agreement: Summary of key terms of the custody agreement

6. Due Diligence Questionnaire: Standard form for investor KYC and AML requirements

7. Valuation Policy: Detailed methodology for asset valuation

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

9. FATCA/CRS Forms: Required tax and regulatory reporting forms

10. Shari'ah Certification: If applicable, certification from Shari'ah board

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
ADGM
AML Laws
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
Constitutional Documents
Custodian
Custodian Agreement
DIFC
Distribution
Drawdown
Drawdown Notice
Early Bird Discount
Exit
FATCA
Final Closing Date
Financial Year
First Closing Date
Follow-on Investment
Fund
Fund Documents
Fund Manager
General Partner
Hurdle Rate
Investment Committee
Investment Guidelines
Investment Management Agreement
Investment Manager
Investment Period
Investment Policy
Investment Strategy
Investor
Key Person
Key Person Event
Limited Partner
Limited Partnership Agreement
Management Fee
NAV
Offering
Offering Memorandum
Partnership
Performance Fee
Portfolio Company
Preferred Return
Private Placement
Professional Investor
Redemption
Redemption Date
Redemption Fee
Regulatory Authority
SCA
Subscription Agreement
Subscription Amount
Subscription Fee
Term
Transfer
UAE
Valuation Day
Valuation Policy
Clauses
Fund Structure
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Management and Administration
Fees and Expenses
Subscription and Redemption
Transfer Restrictions
Distribution Policy
Valuation
Reporting and Disclosure
Regulatory Compliance
Anti-Money Laundering
Confidentiality
Conflicts of Interest
Investor Rights
Termination and Liquidation
Amendments
Governing Law and Jurisdiction
Liability and Indemnification
Side Letter Rights
Co-Investment Rights
Key Person Provisions
Management Committee
Investment Committee
Advisory Board
Tax Considerations
FATCA Compliance
Shari'ah Compliance
Capital Commitment
Default Provisions
Drawdown Procedures
Exit Mechanisms
Fund Term and Extensions
Carried Interest
Clawback Provisions
Most Favored Nation
Relevant Industries

Financial Services

Private Equity

Investment Management

Asset Management

Banking

Professional Services

Legal Services

Fund Administration

Securities Trading

Wealth Management

Corporate Finance

Alternative Investments

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Operations

Finance

Investor Relations

Due Diligence

Portfolio Management

Administration

Corporate Governance

Executive Management

Relevant Roles

Fund Manager

Chief Investment Officer

Chief Financial Officer

Chief Legal Officer

Chief Compliance Officer

Investment Director

Managing Partner

General Counsel

Compliance Manager

Risk Manager

Portfolio Manager

Investor Relations Manager

Investment Analyst

Legal Counsel

Fund Administrator

Due Diligence Officer

Financial Controller

Operations Manager

Industries
UAE Federal Law No. 4 of 2000 (Securities and Commodities Authority Law): Establishes the regulatory framework for securities and commodities markets in the UAE, including requirements for offering memoranda and fund marketing
SCA Board of Directors' Decision No. (9/R.M) of 2016: Concerning the Regulations on Investment Funds - provides specific requirements for fund establishment, operation, and documentation including offering memoranda
DIFC Law No. 2 of 2010 (Collective Investment Law): If the fund is established in DIFC, this law governs collective investment funds and provides requirements for fund documentation and investor protection
ADGM Funds Regulations 2015: If the fund is established in ADGM, these regulations govern fund establishment and operation, including documentation requirements
UAE Federal Law No. 20 of 2018 (Anti-Money Laundering Law): Provides AML/CFT requirements that must be addressed in fund documentation and operational procedures
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Governs company formation and structure, relevant for fund vehicle establishment and corporate governance disclosures
SCA Board of Directors' Decision No. (3/R.M) of 2017: Concerning the Organization of Promotion and Introduction - relevant for marketing and distribution of the fund
UAE Federal Law No. 14 of 2018 (Central Bank Law): Regarding the Central Bank and Organization of Financial Institutions and Activities - relevant for overall financial services regulation
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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