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Real Estate Fund Offering Memorandum

Real Estate Fund Offering Memorandum Template for Canada

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Key Requirements PROMPT example:

Real Estate Fund Offering Memorandum

"I need a Real Estate Fund Offering Memorandum for a new $500M closed-end fund focusing on luxury residential development projects in major Canadian cities, targeting institutional investors, with the first closing planned for March 2025."

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Document background
A Real Estate Fund Offering Memorandum is utilized when establishing and marketing a real estate investment fund in Canada. This document is required for private placement offerings under Canadian securities laws, particularly when relying on prospectus exemptions under National Instrument 45-106. It contains comprehensive information about the investment opportunity, including fund structure, investment strategy, risk factors, management details, and subscription requirements. The document is essential for compliance with Canadian securities regulations and serves as the primary source of information for potential investors to make informed investment decisions. It must address both federal and provincial regulatory requirements, including specific disclosure obligations, investor qualification criteria, and marketing restrictions. The memorandum is typically used by fund managers raising capital from accredited investors or other exempt purchasers and must include specific Canadian tax and legal considerations.
Suggested Sections

1. Important Notice to Investors: Statutory disclaimers, forward-looking statements warnings, and jurisdiction restrictions

2. Summary of the Offering: Key terms, investment highlights, and essential features of the fund offering

3. Investment Strategy: Detailed description of the fund's investment approach, target markets, and property types

4. Fund Structure and Management: Legal structure, management team, governance, and key service providers

5. Terms of the Offering: Detailed terms including unit classes, pricing, minimum investment, and subscription process

6. Investment Objectives: Specific financial and operational goals of the fund

7. Risk Factors: Comprehensive analysis of all material risks associated with the investment

8. Management of the Fund: Detailed biographies of key personnel and management policies

9. Fees and Expenses: Complete breakdown of all fees, expenses, and compensation structures

10. Distribution Policy: Policy on distributions, reinvestment options, and tax implications

11. Tax Considerations: Overview of tax implications for different types of investors

12. Subscription Procedures: Detailed process for subscribing to the offering

13. Transfer Restrictions: Limitations on transferability of units and applicable procedures

Optional Sections

1. International Investment Considerations: Required if fund invests in properties outside Canada

2. Development Projects: Include if fund involves property development activities

3. Environmental, Social and Governance (ESG) Policy: Include if fund has specific ESG commitments or focus

4. Property Management: Required if fund handles property management internally

5. Co-Investment Structure: Include if offering co-investment opportunities

6. Leverage Policy: Detailed section if fund uses significant leverage

7. Conflicts of Interest Policy: Extended section if there are significant potential conflicts

8. Valuation Policy: Detailed section if fund has unique valuation methodologies

9. Redemption Rights: Include if fund offers redemption options

Suggested Schedules

1. Subscription Agreement: Legal agreement for subscribing to fund units

2. Financial Statements: Historical financials if applicable and pro forma statements

3. Investment Committee Charter: Terms of reference for investment committee

4. Property Portfolio: Details of existing properties if any

5. Limited Partnership Agreement: If structured as LP, full partnership agreement

6. Management Agreement: Agreement between fund and management company

7. Due Diligence Questions and Answers: Common investor questions and detailed responses

8. Track Record: Historical performance of management team's previous funds

9. Tax Opinion: Detailed tax analysis from qualified advisors

10. Third Party Reports: Market studies, appraisals, or other relevant reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions













































































Clauses




































Relevant Industries

Real Estate

Financial Services

Investment Management

Property Development

Property Management

Commercial Real Estate

Residential Real Estate

Industrial Real Estate

Retail Real Estate

Healthcare Real Estate

Hospitality

Professional Services

Banking

Construction

Relevant Teams

Legal

Compliance

Investment Management

Asset Management

Risk Management

Finance

Operations

Investor Relations

Due Diligence

Property Management

Acquisitions

Portfolio Management

Tax

Accounting

Executive Management

Relevant Roles

Fund Manager

Chief Executive Officer

Chief Financial Officer

Chief Investment Officer

Legal Counsel

Compliance Officer

Investment Manager

Portfolio Manager

Asset Manager

Property Manager

Risk Manager

Director of Acquisitions

Director of Operations

Investment Analyst

Financial Controller

Head of Investor Relations

Due Diligence Officer

Real Estate Analyst

Securities Lawyer

Tax Partner

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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