The Fund Subscription Agreement is a critical document used when an investor seeks to participate in an investment fund in New Zealand. It serves as the primary contractual arrangement establishing the relationship between the fund manager/general partner and the subscriber/limited partner. The agreement must comply with New Zealand's regulatory framework, particularly the Financial Markets Conduct Act 2013 and AML/CFT requirements. It typically includes detailed subscription terms, investor eligibility criteria, payment mechanisms, representations and warranties, and closing conditions. The document is essential for both retail and wholesale fund offerings, though requirements vary based on investor classification. It forms part of the broader fund documentation suite and often references other key documents such as the Product Disclosure Statement or Information Memorandum.
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1. Parties: Identification of the Fund, Fund Manager/GP, and the Subscriber/Limited Partner
2. Background: Context of the fund, its structure, and purpose of the subscription agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of subscription amount, payment process, and timing
5. Conditions Precedent: Requirements to be met before subscription becomes effective
6. Subscriber Representations and Warranties: Standard and regulatory representations including eligible investor status, AML compliance
7. Fund Representations and Warranties: Representations regarding fund structure, authority, and compliance
8. Closing Process: Mechanics for completing the subscription including documentation requirements
9. Confidentiality: Obligations regarding confidential information and fund documentation
10. Notices: Process and requirements for formal communications between parties
11. General Provisions: Standard boilerplate including governing law, amendments, assignment
12. Execution: Signature blocks and execution requirements
1. Power of Attorney: Required if the fund structure requires LP to grant powers to GP for operational matters
2. Tag-Along Rights: Include for funds offering co-investment rights to certain investors
3. Economic Terms: Required if subscription agreement incorporates specific economic terms rather than referring to PPM
4. FATCA/CRS Provisions: Include for funds with international investors or reporting obligations
5. Regulatory Disclosure: Additional section for retail funds requiring specific NZ regulatory disclosures
6. Distribution Policy: Include if distribution terms are not covered in separate partnership agreement
1. Subscription Details: Form capturing investment amount, subscriber details, and account information
2. Eligible Investor Certificate: Required certification for wholesale/eligible investors under FMC Act
3. AML/KYC Requirements: Checklist and requirements for AML/CFT compliance
4. Tax Forms: Required tax declarations and forms including RWT/NRWT forms
5. Investment Acknowledgment: Risk acknowledgment and investment suitability confirmation
6. Wire Instructions: Banking details and payment instructions
7. Constitution/Partnership Agreement: Copy or extract of key fund documents referenced in subscription
8. Privacy Statement: Detailed privacy policy and consent forms under Privacy Act 2020
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