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Real Estate Fund Offering Memorandum

Real Estate Fund Offering Memorandum Template for India

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Key Requirements PROMPT example:

Real Estate Fund Offering Memorandum

"I need a Real Estate Fund Offering Memorandum for a Category II AIF focused on Grade A commercial properties in tier-1 Indian cities, targeting domestic retail investors with a minimum investment of INR 2 crore, with first closing planned for March 2025."

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Document background
The Real Estate Fund Offering Memorandum is a crucial document required when establishing and marketing a real estate investment fund in India. It serves as both a regulatory compliance document under SEBI's Alternative Investment Fund regulations and a comprehensive information package for potential investors. This document is essential when raising capital for real estate investments and must include detailed disclosures about investment strategy, risks, management, fees, and operational procedures. The memorandum must comply with various Indian regulations including SEBI guidelines, RERA requirements, and FEMA regulations if foreign investment is involved. It forms the legal basis for investor subscriptions and outlines the complete framework for fund operations, making it a fundamental document for fund managers, investors, and regulatory authorities.
Suggested Sections

1. Important Notice to Investors: Disclaimer and regulatory notices, including investment risks and jurisdiction restrictions

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

3. Definitions and Interpretation: Comprehensive list of defined terms used throughout the document

4. Fund Overview: Detailed description of fund structure, objectives, and investment strategy

5. Investment Strategy and Process: Detailed explanation of investment approach, criteria, and decision-making process

6. Management and Governance: Information about fund manager, investment committee, and governance structure

7. Terms of the Offering: Key commercial terms including fund size, minimum commitment, fees, and expenses

8. Risk Factors: Comprehensive disclosure of all material risks related to the investment

9. Regulatory and Tax Considerations: Overview of relevant regulatory framework and tax implications

10. Subscription Process: Procedures and requirements for investing in the fund

11. Distribution and Exit Policy: Terms regarding distributions, exits, and termination of the fund

12. Conflicts of Interest: Disclosure of potential conflicts and their management

13. Legal and Compliance: Legal structure, compliance requirements, and regulatory matters

Optional Sections

1. Foreign Investor Considerations: Special section needed if the fund is open to foreign investors, covering FEMA regulations and specific restrictions

2. Co-Investment Rights: Include if the fund offers co-investment opportunities to certain investors

3. Green Initiative Policy: Include if the fund has specific ESG or sustainable real estate investment focus

4. REIT Conversion Strategy: Include if the fund has potential plans for REIT conversion in the future

5. Asset Management Strategy: Detailed section needed if the fund actively manages real estate assets

6. Development Project Guidelines: Include if the fund invests in development projects rather than just completed properties

Suggested Schedules

1. Subscription Agreement: Legal agreement for fund subscription including investor representations

2. Investment Committee Charter: Rules and procedures governing the Investment Committee

3. Fee Structure Details: Detailed breakdown of all fees, expenses, and carried interest calculations

4. Track Record: Historical performance of fund manager and previous funds

5. Due Diligence Checklist: List of documents available for investor due diligence

6. SEBI Compliance Certificates: Required regulatory compliance certificates and registrations

7. KYC Requirements: Detailed KYC and documentation requirements for different investor categories

8. Target Market Analysis: Analysis of target real estate markets and segments

9. Valuation Methodology: Detailed explanation of property valuation approaches

10. Key Team Profiles: Detailed biographies of key management team members

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
Act
Accredited Investors
Administration Agreement
Administrator
AIF Regulations
Alternative Investment Fund
Applicable Law
Asset Management Fee
Assets Under Management
Associate
Auditor
Board
Business Day
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Class of Units
Closing Date
Commitment Period
Company
Compliance Officer
Custodian
Drawdown
Due Diligence
Eligible Investors
Exit Strategy
FEMA
Final Closing
Financial Year
First Closing
Force Majeure
Fund
Fund Documents
Fund Manager
Fund Term
Hurdle Rate
IFSC
Investment Committee
Investment Management Agreement
Investment Manager
Investment Period
Investment Strategy
Investment Team
Investor
Key Person
Key Person Event
Limited Liability Partnership
Management Fee
NAV
Net Asset Value
Offering
Performance Fee
Portfolio Companies
Portfolio Investments
Private Placement Memorandum
Qualified Institutional Buyers
RERA
SEBI
Sponsor
Subscription Agreement
Target Returns
Tax
Trust
Trust Deed
Trustee
Unit
Unitholder
Valuation
Valuation Day
Voting Rights
Clauses
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Fund Structure
Management Rights
Investor Rights
Subscription and Commitment
Transfer Restrictions
Fees and Expenses
Distribution Policy
Valuation
Reporting and Disclosure
Confidentiality
Regulatory Compliance
Investment Process
Due Diligence
Conflict of Interest
Indemnification
Term and Termination
Voting Rights
Advisory Committee
Investment Committee
Exit Mechanisms
Default Provisions
Force Majeure
Anti-Money Laundering
Tax Considerations
FATCA Compliance
Side Letter Rights
Co-Investment Rights
Key Person Provisions
Management Team
Removal of Manager
Asset Management
Property Management
Liability Limitations
Amendment Procedures
Governing Law
Dispute Resolution
Representations and Warranties
Relevant Industries

Real Estate Development

Commercial Real Estate

Residential Real Estate

Industrial Real Estate

Retail Real Estate

Hospitality Real Estate

Warehousing and Logistics

Alternative Investment Funds

Asset Management

Financial Services

Property Management

Construction

Infrastructure Development

Urban Development

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Finance

Asset Management

Investor Relations

Property Management

Due Diligence

Business Development

Operations

Research

Valuation

Regulatory Affairs

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Investment Officer

Fund Manager

Real Estate Portfolio Manager

Compliance Officer

Legal Counsel

Investment Analyst

Risk Manager

Chief Financial Officer

Asset Manager

Property Manager

Investment Committee Member

Board Director

Company Secretary

Investor Relations Manager

Due Diligence Officer

Investment Associate

Financial Controller

Regulatory Affairs Manager

Business Development Manager

Industries
SEBI (Alternative Investment Funds) Regulations, 2012: Primary regulation governing the establishment and operation of alternative investment funds in India, including real estate funds. Covers registration, investment conditions, and operational requirements.
Real Estate (Regulation and Development) Act, 2016 (RERA): Regulates real estate sector and ensures sale of plot, apartment, building or real estate project is done efficiently and transparently. Important for real estate funds investing in projects.
Foreign Exchange Management Act, 1999 (FEMA): Regulates foreign investment in Indian real estate and funds. Relevant for foreign investment restrictions and requirements in real estate sector.
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: Governs the disclosure requirements and investor protection aspects in fund offering documents.
Income Tax Act, 1961: Covers taxation aspects of fund structures, including pass-through status for certain categories of AIFs, and tax implications for investors.
Prevention of Money Laundering Act, 2002: Mandates KYC requirements and anti-money laundering compliance for fund subscriptions and investments.
Companies Act, 2013: Relevant if the fund is structured as a company, governing corporate structure, management, and compliance requirements.
Indian Trust Act, 1882: Applicable if the fund is structured as a trust, which is common for AIFs in India.
SEBI (Foreign Portfolio Investors) Regulations, 2019: Relevant for foreign investors participating in the real estate fund, defining investment limits and compliance requirements.
Securities Contracts (Regulation) Act, 1956: Regulates transactions in securities and provides framework for securities market operations.
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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