A Private Equity Fund Offering Memorandum is a crucial document used when establishing and marketing a private equity fund in the United Arab Emirates. It serves as the primary disclosure document for potential investors and must comply with UAE federal regulations, particularly those issued by the Securities and Commodities Authority (SCA). The document provides comprehensive information about the fund's investment strategy, risk factors, management structure, fees, and operational procedures. It needs to address specific UAE requirements, including SCA Board Decision No. (9/R.M) of 2016, and may also need to comply with DIFC or ADGM regulations if the fund operates in these financial free zones. The memorandum is essential for fund managers seeking to raise capital while ensuring regulatory compliance and providing adequate investor protection in the UAE market.
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1. Important Notice to Investors: Legal disclaimers, regulatory statements, and jurisdiction restrictions
2. Executive Summary: Overview of the fund, investment strategy, and key terms
3. Directory: Contact details of key parties including fund manager, administrator, custodian, legal advisors
4. Definitions and Interpretation: Detailed definitions of terms used throughout the document
5. Fund Overview: Detailed description of the fund structure, objectives, and strategy
6. Investment Program: Detailed investment strategy, restrictions, and guidelines
7. Risk Factors: Comprehensive disclosure of all material risks
8. Management and Administration: Details of the fund manager, key personnel, and service providers
9. Fees and Expenses: Complete fee structure and expense allocation policies
10. Subscription and Redemption Procedures: Process for investing in and withdrawing from the fund
11. Transfer and Exit Provisions: Rules regarding transfer of interests and exit mechanisms
12. Regulatory and Tax Considerations: Overview of relevant regulatory requirements and tax implications
13. General Information: Additional operational and administrative details
1. Shari'ah Compliance: Required if the fund is marketed as Shari'ah-compliant, detailing compliance framework and oversight
2. Track Record: Include if the fund manager has relevant historical performance to present
3. Co-Investment Rights: Include if the fund offers co-investment opportunities to limited partners
4. DIFC/ADGM Specific Disclosures: Required if the fund is established in or marketed through UAE financial free zones
5. ESG Policy: Include if the fund has specific environmental, social, and governance considerations
6. Side Letter Policy: Include if the fund manager anticipates entering into side letters with investors
1. Subscription Agreement: Form of subscription agreement including investor representations
2. Constitutional Documents: Fund's constitutional documents (e.g., Limited Partnership Agreement)
3. Investment Management Agreement: Agreement between the fund and the investment manager
4. Administrator Agreement: Summary of key terms of the administration agreement
5. Custodian Agreement: Summary of key terms of the custody agreement
6. Due Diligence Questionnaire: Standard form for investor KYC and AML requirements
7. Valuation Policy: Detailed methodology for asset valuation
8. Fee Schedule: Detailed breakdown of all fees and expenses
9. FATCA/CRS Forms: Required tax and regulatory reporting forms
10. Shari'ah Certification: If applicable, certification from Shari'ah board
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