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Fund Subscription Agreement
"I need a Fund Subscription Agreement for a Canadian private equity fund based in Ontario, targeting institutional investors with a minimum commitment of $5M CAD, with a first closing planned for March 2025; the agreement should include FATCA compliance provisions and electronic signing capabilities."
1. Parties: Identification of the Fund, Fund Manager/GP, and the Subscriber
2. Background: Context of the fund offering and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Purchase Price: Details of the subscription amount and unit/share price
5. Payment Terms: Method and timing of payment for the subscribed units/shares
6. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, capacity, and compliance with securities laws
7. Representations and Warranties of the Fund: Fund's confirmations regarding its status, authority, and compliance
8. Anti-Money Laundering Compliance: Provisions ensuring compliance with AML regulations
9. Privacy Law Compliance: Provisions regarding the collection and use of personal information
10. Closing Conditions: Conditions that must be met before the subscription is accepted
11. General Provisions: Standard contractual terms including notices, amendments, governing law, etc.
1. Power of Attorney: Required for limited partnerships to authorize the GP to sign documents on behalf of the limited partner
2. Additional Regulatory Acknowledgments: Required for specific jurisdictions or types of investors
3. Distribution Rights: For funds that may make distributions to investors
4. Redemption Rights: For open-ended funds that allow redemptions
5. Electronic Delivery of Documents: Optional provisions for electronic communication consent
6. Tax Matters: Specific tax-related provisions for certain fund structures
7. Foreign Investor Provisions: Additional requirements for non-Canadian investors
1. Schedule A - Subscription Details: Details of subscription amount, class/series of units, price per unit
2. Schedule B - Accredited Investor Certificate: Certification of investor status under securities regulations
3. Schedule C - Risk Acknowledgment Form: Required risk disclosure acknowledgment
4. Schedule D - KYC Form: Know Your Client information form
5. Schedule E - Entity Certificate: Corporate subscriber verification certificate (if applicable)
6. Schedule F - AML Verification Form: Anti-money laundering verification requirements
7. Schedule G - Tax Forms: Relevant tax forms (e.g., W-8BEN, W-8BEN-E, etc.)
8. Schedule H - Wire Transfer Instructions: Banking details for subscription payment
9. Appendix I - Investment Strategy: Description of the fund's investment strategy and objectives
10. Appendix II - Fee Structure: Detailed breakdown of management fees, performance fees, and expenses
Authors
Administrator
Affiliate
Applicable Laws
Business Day
Closing
Closing Date
Commitment
Confidential Information
Custodian
Distribution
Eligible Investor
FATCA
Fund
Fund Documents
General Partner
Governmental Authority
Investment Management Agreement
Investment Strategy
Investment Manager
Limited Partner
Limited Partnership Agreement
Management Fee
NAV
Offering Document
Offering Memorandum
Performance Fee
Person
Portfolio
Privacy Laws
Redemption Date
Redemption Notice
Redemption Price
Securities Acts
Securities Authorities
Subscription Amount
Subscription Date
Subscription Price
Subscriber
Tax Act
Units
Valuation Date
Payment Terms
Representations and Warranties
Anti-Money Laundering
Privacy and Data Protection
Investor Acknowledgments
Risk Disclosure
Regulatory Compliance
Power of Attorney
Confidentiality
Assignment
Termination
Notices
Amendment
Governing Law
Dispute Resolution
Indemnification
Survival
Electronic Communications
Entire Agreement
Severability
Further Assurances
Currency
Tax Matters
Investment Eligibility
Unit Transfer Restrictions
Distribution Rights
Redemption Rights
Financial Services
Investment Management
Private Equity
Venture Capital
Real Estate Investment
Infrastructure
Asset Management
Alternative Investments
Hedge Funds
Mutual Funds
Legal
Compliance
Investment Management
Operations
Risk Management
Finance
Investor Relations
Administration
Due Diligence
Treasury
Fund Manager
Chief Investment Officer
Compliance Officer
Legal Counsel
Investment Advisor
Portfolio Manager
Chief Financial Officer
Risk Manager
Operations Director
Investor Relations Manager
Due Diligence Officer
Investment Analyst
Fund Administrator
Managing Partner
Relationship Manager
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