Fund Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Fund Subscription Agreement

"I need a Fund Subscription Agreement under Dutch law for a real estate investment fund that will accept both professional and retail investors, with specific SFDR Article 8 compliance requirements and planned first closing in March 2025."

Document background
The Fund Subscription Agreement is a crucial document used when investors wish to participate in an investment fund in the Netherlands. It serves as the primary contractual framework governing the subscription process and ongoing relationship between the fund and its investors. This document must comply with Dutch law, particularly the Financial Supervision Act (Wft) and relevant EU regulations such as AIFMD and MiFID II. The agreement typically includes detailed provisions on subscription terms, investor qualifications, regulatory compliance requirements, and risk disclosures. It's essential for both Dutch domestic funds and international funds operating under Dutch law, requiring careful attention to local regulatory requirements and market practices.
Suggested Sections

1. Parties: Identification of the Fund, Fund Manager/General Partner, and the Subscriber

2. Background: Context of the fund, its structure, and purpose of the subscription agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription and Payment Terms: Details of the subscription amount, payment process, and timing

5. Closing Conditions: Conditions precedent to accepting the subscription

6. Representations and Warranties: Standard declarations by the subscriber regarding their status, capacity, and compliance

7. KYC and Due Diligence Requirements: Obligations regarding anti-money laundering and know-your-customer requirements

8. Tax Matters: Tax-related representations and obligations of the subscriber

9. Indemnification: Subscriber's indemnification obligations to the fund

10. Confidentiality: Provisions regarding confidential information

11. Notices: Communication procedures between parties

12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Retail Investor Protection: Additional protections required when the subscriber is a retail investor under MiFID II

2. Partnership Provisions: Required for funds structured as limited partnerships, covering partnership-specific obligations

3. Side Letter Provisions: Reference to any side letter arrangements for major investors

4. ERISA Provisions: Required when accepting US pension fund investors

5. Sustainable Finance Disclosures: Required for funds subject to SFDR regulations

6. Key Information Document Acknowledgment: Required for PRIIPs-regulated products

7. Power of Attorney: Required when the subscriber needs to grant specific powers to the fund manager

Suggested Schedules

1. Subscription Form: Detailed form capturing subscriber information and subscription details

2. KYC Checklist: List of required KYC documentation and verification requirements

3. Tax Forms: Required tax declarations and forms including CRS/FATCA self-certification

4. Fund Terms Summary: Summary of key fund terms and investment conditions

5. Wire Instructions: Banking details and payment instructions

6. Privacy Notice: GDPR-compliant privacy notice for personal data processing

7. Risk Disclosures: Detailed risk factors and disclaimers

8. Professional Investor Status Certificate: Form for certifying professional investor status if applicable

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
Relevant Industries

Financial Services

Investment Management

Private Equity

Venture Capital

Real Estate

Infrastructure

Asset Management

Alternative Investments

Banking

Insurance

Pension Funds

Wealth Management

Relevant Teams

Legal

Compliance

Fund Administration

Investment Management

Risk Management

Client Services

Operations

Tax

Finance

Product Development

Investor Relations

Relevant Roles

Fund Manager

Legal Counsel

Compliance Officer

Investment Manager

Risk Manager

Client Relations Manager

Fund Administrator

Chief Investment Officer

Managing Director

Partner

Investment Advisor

Tax Manager

Financial Controller

Operations Manager

KYC Officer

Product 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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