The Unit Subscription Agreement serves as the primary document for investors acquiring units in investment vehicles under Singapore law. It is typically used when investors are subscribing to units in collective investment schemes, private funds, or similar investment structures. The agreement must comply with Singapore's regulatory framework, particularly the Securities and Futures Act and MAS guidelines. It includes essential elements such as investor qualifications, subscription details, payment terms, representations and warranties, and regulatory compliance requirements. The document is crucial for both fund managers and investors in establishing their legal relationship and ensuring regulatory compliance.
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1. Parties: Identifies the parties to the agreement, including the issuer/fund manager and the subscriber
2. Background: Explains the context of the subscription, including details about the investment vehicle and the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Subscription and Payment: Details of the units being subscribed for and payment terms
5. Representations and Warranties: Statements of fact and assurances from both parties
6. Closing Conditions: Conditions that must be satisfied before the subscription can be completed
7. Governing Law and Jurisdiction: Specifies Singapore law as governing law and jurisdiction for disputes
1. Anti-Money Laundering Provisions: Required for regulated entities or when dealing with international investors
2. Transfer Restrictions: Restrictions on the transfer of units
3. Tag-Along Rights: Rights of investors to join in a sale of units
4. Confidentiality: Provisions regarding confidential information
1. Subscription Form: Detailed form for subscriber information and subscription details
2. KYC Documentation Requirements: List of required documents for customer due diligence
3. Investment Vehicle Information: Details about the fund or investment vehicle structure
4. Fee Schedule: Breakdown of applicable fees and charges
5. Risk Disclosure Statement: Detailed disclosure of investment risks
6. Declaration of Accredited Investor Status: Form for confirming investor status under Singapore law
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