Real Estate Fund Offering Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Real Estate Fund Offering Memorandum

"I need to create a Real Estate Fund Offering Memorandum for a new UK-focused commercial property fund targeting institutional investors, with a minimum investment of £10 million and specific provisions for ESG compliance, launching in March 2025."

Document background
The Real Estate Fund Offering Memorandum is a crucial document required when establishing and marketing a real estate investment fund in England and Wales. It serves as the primary disclosure document for potential investors, providing comprehensive information about the investment opportunity, risks, and terms. The document must comply with UK financial services regulations, including the Financial Services and Markets Act 2000 and the Alternative Investment Fund Managers Directive. It is typically used when raising capital from institutional or sophisticated investors and includes detailed information about the fund's investment strategy, management team, fee structure, and operational procedures.
Suggested Sections

1. Important Information and Disclaimers: Legal disclaimers, risk warnings, and regulatory statements required under FSMA and Financial Promotion Order

2. Executive Summary: Overview of the fund, investment strategy, and key terms including fund size, investment period, and target returns

3. Fund Structure and Management: Legal structure, management team, governance framework, and regulatory status under AIFMD

4. Investment Strategy and Objectives: Detailed description of investment approach, target markets, asset types, and return objectives

5. Risk Factors: Comprehensive disclosure of investment, market, operational, and regulatory risks as required by FCA regulations

6. Terms of Investment: Key commercial terms including fees, minimum investment, subscription process, and transfer restrictions

7. Tax Considerations: Overview of relevant tax implications under UK tax legislation including SDLT and corporate tax matters

Optional Sections

1. Track Record: Historical performance of similar funds or investments, included when the manager has relevant previous experience

2. Co-Investment Rights: Terms for investor participation in direct investments, included when co-investment opportunities are offered

3. ERISA Considerations: Specific provisions for US pension fund investors, included when targeting US institutional investors

4. ESG Policy: Environmental, social and governance considerations, included when the fund has specific ESG commitments

Suggested Schedules

1. Subscription Agreement: Legal documentation for fund subscription including investor representations and warranties

2. Limited Partnership Agreement: Full legal terms of the fund structure including governance and economic terms

3. Investment Advisory Agreement: Terms of investment management services and regulatory obligations

4. Due Diligence Questionnaire: Standard form for investor KYC requirements under Money Laundering Regulations

5. Target Market Analysis: Detailed market research and opportunity analysis for target real estate sectors

6. Professional Advisers: List of fund service providers including legal counsel, auditors, and administrators

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
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation governing financial services and markets in the UK. Essential for fund structuring, marketing, and operations.

Financial Services Act 2012: Reformed financial services regulation in the UK, establishing the FCA and PRA. Key for understanding regulatory oversight of investment funds.

Alternative Investment Fund Managers Directive (AIFMD): EU directive implemented in UK law governing alternative investment fund managers, including real estate funds.

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005: Regulates how financial products, including real estate funds, can be marketed and promoted to investors.

Alternative Investment Fund Managers Regulations 2013: UK regulations implementing AIFMD, specific to alternative investment fund management.

Collective Investment Schemes (Amendment etc.) (EU Exit) Regulations 2019: Post-Brexit regulations affecting collective investment schemes in the UK.

FCA Handbook (COLL, FUND, PERG): Regulatory sourcebooks providing detailed guidance on investment funds, including real estate funds.

Law of Property Act 1925: Fundamental property law governing real estate transactions and ownership in England and Wales.

Land Registration Act 2002: Governs the registration of land ownership and interests in England and Wales.

Landlord and Tenant Act 1954: Regulates commercial property leases and tenant rights, relevant for real estate fund property management.

Money Laundering Regulations 2017: Anti-money laundering requirements for financial services and real estate transactions.

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of crime, relevant for investor due diligence.

UK General Data Protection Regulation (UK GDPR): Data protection requirements for handling investor and tenant personal information.

Income Tax Act 2007: Tax legislation relevant for fund income and investor returns.

Corporation Tax Act 2010: Corporate tax requirements affecting fund structures and property-holding vehicles.

Stamp Duty Land Tax legislation: Tax requirements for property acquisitions by the fund.

Companies Act 2006: Corporate law requirements affecting fund structure and management entities.

Limited Partnerships Act 1907: Legislation governing limited partnerships, a common structure for real estate funds.

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Defines regulated activities requiring FCA authorization, including fund management activities.

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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