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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."
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
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
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
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