The Unitholder Agreement serves as the foundational document for investment funds operating in the United Arab Emirates, establishing the legal framework for the relationship between fund managers and investors who hold units in the fund. This document is essential when establishing or operating an investment fund in the UAE, whether it's a conventional or Islamic fund structure. It must comply with UAE Federal Law No. 32 of 2021, SCA regulations, and other relevant UAE financial regulations. The agreement typically covers crucial aspects such as subscription procedures, transfer restrictions, voting rights, distribution policies, and governance mechanisms. It's particularly important for funds seeking to raise capital from multiple investors while ensuring regulatory compliance and investor protection in the UAE market.
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1. Parties: Identification of the fund, fund manager, and unitholders
2. Background: Context of the agreement, fund structure, and purpose
3. Definitions and Interpretation: Key terms and interpretation principles
4. Units and Unitholders: Description of units, classes, and unitholder rights
5. Subscription and Payment: Process for subscribing to units and payment terms
6. Rights and Obligations of Unitholders: Detailed rights, obligations, and restrictions applicable to unitholders
7. Transfer of Units: Procedures and restrictions for unit transfers
8. Meetings and Resolutions: Procedures for unitholder meetings and voting
9. Fund Management and Governance: Role and responsibilities of the fund manager and oversight committee
10. Financial Matters: Distribution policy, fees, and expenses
11. Representations and Warranties: Standard representations by unitholders and the fund
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Term and Termination: Duration of the agreement and termination provisions
14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
1. Shariah Compliance: Required for Shariah-compliant funds, detailing Islamic finance principles and compliance requirements
2. Tag-Along and Drag-Along Rights: Include when specific exit rights are granted to certain unitholders
3. Investment Restrictions: Specific investment restrictions beyond regulatory requirements
4. Special Rights for Different Unit Classes: Required when the fund has multiple unit classes with different rights
5. Anti-Dilution Protection: Protection mechanisms for existing unitholders in case of new unit issuance
6. Key Person Provisions: Required when fund performance relies on specific individuals
7. Side Letter Rights: Framework for managing side letter arrangements with specific investors
1. Unit Subscription Form: Standard form for unit subscription
2. Transfer Form: Standard form for unit transfers
3. Fee Schedule: Detailed breakdown of all applicable fees
4. Investment Guidelines: Detailed investment policies and restrictions
5. Meeting Procedures: Detailed procedures for unitholder meetings
6. KYC Requirements: Required documentation for investor due diligence
7. Distribution Policy: Detailed distribution calculation and payment procedures
8. Register of Unitholders: Format and content requirements for the unitholder register
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