The Investment Memorandum Private Equity is a crucial document used in the UAE's private equity sector for raising capital from sophisticated investors. It serves as the primary offering document that must comply with UAE federal legislation, including UAE Federal Law No. 32 of 2021 and various SCA regulations governing private equity investments. The memorandum is typically prepared when establishing a new private equity fund or launching a new investment vehicle, providing comprehensive information about the investment strategy, risk factors, management expertise, and terms of participation. It must include specific disclosures required by UAE law while addressing both local and international investor requirements. The document is particularly important in the UAE context due to the jurisdiction's unique regulatory framework, which includes considerations for both onshore and free zone (DIFC/ADGM) structures.
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1. Important Notice and Disclaimer: Legal disclaimers, regulatory statements, and investment warnings as required by UAE law
2. Executive Summary: Overview of the investment opportunity, fund strategy, and key terms
3. Investment Highlights: Key attractive features of the investment opportunity and market position
4. Market Overview: Analysis of target market, industry trends, and competitive landscape
5. Investment Strategy: Detailed description of investment approach, criteria, and execution plan
6. Track Record: Historical performance of the management team and previous investments
7. Management Team: Biographies and experience of key team members and advisors
8. Fund Terms: Key commercial terms including fees, carried interest, and investment period
9. Risk Factors: Comprehensive disclosure of investment risks and mitigation strategies
10. Legal and Regulatory Framework: Overview of legal structure and applicable UAE regulations
11. Tax Considerations: Overview of relevant UAE tax implications and structure
12. Subscription Process: Instructions and requirements for participating in the investment
1. Shari'ah Compliance: Details of Shari'ah compliance structure and oversight, if applicable
2. Co-Investment Rights: Terms and conditions for co-investment opportunities, if offered
3. Environmental, Social and Governance (ESG): ESG policy and implementation strategy, if relevant
4. Case Studies: Detailed examples of previous investments, if available
5. Portfolio Companies: Information about existing investments, for follow-on funds
6. Strategic Partnerships: Details of key strategic relationships and partners
7. DIFC/ADGM Specific Regulations: Additional regulatory information if fund is based in DIFC or ADGM
8. Secondary Market Provisions: Information about secondary trading of interests, if applicable
1. Subscription Agreement: Legal agreement for subscribing to the fund
2. Limited Partnership Agreement/Articles: Constitutional documents of the investment vehicle
3. Due Diligence Questionnaire: KYC and AML compliance documentation
4. Financial Projections: Detailed financial models and assumptions
5. Investment Advisory Agreement: Agreement governing the advisory relationship
6. Management Agreement: Agreement governing the management relationship
7. Fee Schedule: Detailed breakdown of all fees and expenses
8. Risk Factor Details: Expanded analysis of risk factors
9. Target Market Analysis: Detailed market research and analysis
10. Regulatory Approvals: Copies of relevant regulatory licenses and approvals
11. Legal Opinions: Relevant legal opinions on fund structure and terms
12. Auditor Reports: Financial statements and auditor opinions, if applicable
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