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Investment Syndicate Agreement
"I need an Investment Syndicate Agreement for a real estate investment group with 8 high-net-worth investors, planning to invest in commercial properties in Sydney, with a minimum commitment of AUD 2 million per investor and a total fund size of AUD 20 million, to be established by March 2025."
1. Parties: Identifies all parties to the agreement including the syndicate manager and investors
2. Background: Sets out the context and purpose of the syndicate, including investment objectives
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Establishment of Syndicate: Details the formal establishment of the syndicate and its structure
5. Investment Strategy and Objectives: Outlines the agreed investment focus, criteria, and limitations
6. Capital Contributions: Details the initial and any subsequent capital contribution requirements
7. Syndicate Manager Rights and Obligations: Defines the role, powers, and duties of the syndicate manager
8. Investor Rights and Obligations: Sets out the rights and responsibilities of syndicate members
9. Decision Making Process: Establishes voting rights and procedures for key decisions
10. Distributions and Returns: Details how returns will be calculated and distributed
11. Transfer of Interests: Procedures for transferring syndicate interests
12. Reporting and Information Rights: Specifies reporting obligations and investor information rights
13. Representations and Warranties: Standard representations and warranties from all parties
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the syndicate and termination provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Co-Investment Rights: Used when allowing investors to participate directly in specific opportunities
2. Advisory Committee: Include when establishing an investor advisory committee for oversight
3. Key Person Provisions: Required when success depends on specific individuals managing the syndicate
4. Tag-Along and Drag-Along Rights: Include for larger syndicates where exit coordination is important
5. FIRB Compliance: Required when foreign investors are involved
6. Management Fee Structure: Include when the syndicate manager charges management fees
7. Investment Committee: Used when establishing a formal committee for investment decisions
8. Environmental, Social and Governance (ESG): Include when ESG considerations are part of investment strategy
1. Schedule 1 - Investor Details: List of all investors and their committed capital amounts
2. Schedule 2 - Investment Criteria: Detailed investment parameters and restrictions
3. Schedule 3 - Fee Structure: Detailed breakdown of all fees and expenses
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of return distributions
5. Schedule 5 - Subscription Agreement: Form of agreement for new investors joining the syndicate
6. Schedule 6 - Deed of Adherence: Template for new investors to join the syndicate
7. Schedule 7 - Reporting Requirements: Detailed reporting obligations and templates
8. Appendix A - Investment Process: Detailed steps for evaluating and executing investments
9. Appendix B - Compliance Procedures: AML/CTF and other regulatory compliance procedures
10. Appendix C - Valuation Policy: Methodology for valuing investments
Authors
Additional Capital Contribution
Adherence Deed
Administrative Services
AFSL
Approved Investment
ASIC
Associate
Business Day
Capital Account
Capital Commitment
Capital Contribution
Commencement Date
Committed Capital
Completion
Confidential Information
Conflicts of Interest Policy
Control
Corporations Act
Default Event
Default Notice
Defaulting Member
Distribution
Due Diligence
Eligible Investment
Encumbrance
Exit Event
Fair Market Value
FIRB
First Closing Date
Fiscal Year
Follow-on Investment
Force Majeure Event
GST
Holding Vehicle
Hurdle Rate
Independent Valuation
Initial Capital Contribution
Investment Committee
Investment Criteria
Investment Management Agreement
Investment Objective
Investment Period
Investment Policy
Investment Proposal
Investment Strategy
Investment Vehicle
Investor
Key Person
Management Fee
Member
Minimum Holding Period
Net Asset Value
Non-Defaulting Member
Operating Expenses
Performance Fee
Permitted Transfer
Portfolio Company
Preferred Return
Professional Advisor
Related Party
Related Party Transaction
Relevant Interest
Reserved Matter
Security Interest
Special Resolution
Subscription Agreement
Subsequent Closing
Syndicate
Syndicate Assets
Syndicate Interest
Syndicate Manager
Tag-Along Right
Target Return
Tax
Term
Third Party
Transfer
Trust
Trust Deed
Trustee
Unitholder
Valuation Policy
Voting Rights
Establishment
Duration
Investment Strategy
Capital Commitments
Capital Calls
Investment Management
Decision Making
Investment Committee
Distribution
Fees and Expenses
Reporting
Valuation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Default
Representations and Warranties
Confidentiality
Related Party Transactions
Conflicts of Interest
Compliance
Anti-Money Laundering
FIRB Compliance
Privacy
Powers of Attorney
Meetings
Voting Rights
Administrative Matters
Force Majeure
Termination
Exit Provisions
Dispute Resolution
Governing Law
Notices
Amendment
Assignment
Severability
Entire Agreement
Private Equity
Venture Capital
Real Estate
Infrastructure
Technology
Healthcare
Renewable Energy
Financial Services
Mining and Resources
Agriculture
Commercial Property
Manufacturing
Retail
Legal
Compliance
Investment Management
Finance
Risk Management
Operations
Due Diligence
Corporate Governance
Investor Relations
Portfolio Management
Investment Manager
Chief Investment Officer
Legal Counsel
Compliance Officer
Chief Financial Officer
Portfolio Manager
Fund Administrator
Risk Manager
Investment Director
Managing Director
Company Secretary
Investment Analyst
Due Diligence Officer
Relationship Manager
Operations Manager
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