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Fund Subscription Agreement Template for Australia

An Australian Fund Subscription Agreement is a legally binding document that facilitates an investor's subscription for units or shares in an investment fund under Australian law. The agreement sets out the terms and conditions of the investment, including regulatory compliance requirements under the Corporations Act 2001 and associated regulations. It contains essential provisions regarding the subscription process, investor representations and warranties, compliance with AML/CTF legislation, privacy requirements, and operational aspects of the investment. The document is designed to meet Australian regulatory requirements while protecting both the fund manager's and investor's interests.

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What is a Fund Subscription Agreement?

The Fund Subscription Agreement is a crucial document used in the Australian investment funds industry when an investor wishes to participate in an investment fund. It serves as the primary contractual arrangement between the fund manager/responsible entity and the investor, establishing the terms under which the investment will be made. This document is essential for compliance with Australian regulatory requirements, including the Corporations Act 2001, AML/CTF legislation, and ASIC guidelines. It typically includes detailed information about the investment process, investor qualifications (such as wholesale investor status), payment terms, representations and warranties, and various regulatory disclosures. The agreement is designed to protect all parties' interests while ensuring regulatory compliance in the Australian financial services context.

What sections should be included in a Fund Subscription Agreement?

1. Parties: Identifies the fund manager/trustee/responsible entity, the fund itself, and the subscriber/investor

2. Background: Sets out the context of the agreement, including the nature of the fund and the purpose of the subscription

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Application for Units/Shares: Details the subscription process, including application procedures and payment requirements

5. Acceptance and Allotment: Outlines the conditions for acceptance of the application and the process for allotting units/shares

6. Payment Terms: Specifies the investment amount, payment method, and timing requirements

7. Investor Representations and Warranties: Contains statements of fact and promises made by the investor regarding their status, capacity, and compliance with relevant laws

8. Fund Representations and Warranties: Contains statements of fact and promises made by the fund regarding its status, operations, and compliance

9. Compliance with Laws: Addresses compliance with relevant legislation, including AML/CTF requirements and foreign investment rules

10. Confidentiality: Sets out obligations regarding the treatment of confidential information

11. Notices: Specifies how formal communications between parties should be made

12. General Provisions: Contains standard legal provisions including governing law, jurisdiction, and amendment procedures

13. Execution: Formal signing section with execution blocks for all parties

What sections are optional to include in a Fund Subscription Agreement?

1. Wholesale Investor Declarations: Required when the fund is only available to wholesale/sophisticated investors under Corporations Act provisions

2. Foreign Investor Provisions: Required when the subscriber is a foreign investor, addressing FIRB and other regulatory requirements

3. Cooling-off Rights: Required for retail investors who may have statutory cooling-off rights

4. Regular Investment Plan: Optional section for funds offering regular investment programs

5. Distribution Elections: Optional section for investors to specify their distribution preferences

6. Joint Holder Provisions: Required when units/shares are held by multiple parties

7. Electronic Communications Consent: Optional section for investors to consent to electronic communications

8. Tax Information Exchange Provisions: Required for funds subject to FATCA/CRS requirements

What schedules should be included in a Fund Subscription Agreement?

1. Application Form: Detailed form capturing investor details, investment amount, and required declarations

2. Investment Terms: Specific terms and conditions of the investment, including fees, minimums, and key features

3. Wholesale/Sophisticated Investor Certificate: Certificate and criteria for qualifying as a wholesale investor

4. AML/CTF Identification Requirements: List of acceptable identification documents and requirements

5. Privacy Statement: Detailed privacy policy and consent requirements

6. Direct Debit Request Form: Form for setting up direct debit payments if applicable

7. Tax Status Declaration: Forms for tax residency status and tax information exchange requirements

8. Constituent Documents: Key fund documents such as trust deed or constitution excerpts

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok˰ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

tiktok˰

Sector

Cost

Free to use

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