Fund Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Fund Subscription Agreement is a critical document used when an investor wishes to participate in an investment fund in Canada. It serves as the primary legal instrument that governs the relationship between the fund and its investors, ensuring compliance with Canadian securities regulations, anti-money laundering laws, and privacy requirements. The agreement typically includes detailed information about the investment terms, subscriber representations, regulatory compliance requirements, and payment mechanics. It is essential for both private and public funds, requiring careful attention to provincial securities regulations and national instruments. The document must be tailored to reflect the specific fund structure (such as limited partnership or corporate fund), investor classification (such as accredited investor status), and any specific investment strategies or restrictions.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Real Estate Investment

Infrastructure

Asset Management

Alternative Investments

Hedge Funds

Mutual Funds

Relevant Teams

Legal

Compliance

Investment Management

Operations

Risk Management

Finance

Investor Relations

Administration

Due Diligence

Treasury

Relevant Roles

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

Industries
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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