The Investment Memorandum Private Equity is a crucial document used when establishing or marketing a private equity fund in Ireland. It serves as the primary offering document that provides potential investors with comprehensive information about the investment opportunity while ensuring compliance with Irish and EU regulatory requirements. The memorandum must adhere to the requirements set forth by the Central Bank of Ireland, the Investment Funds, Companies and Miscellaneous Provisions Act 2005, and the Alternative Investment Fund Managers Directive (AIFMD) as implemented in Ireland. This document is typically prepared when raising capital for a new fund or launching a new investment strategy, and it contains detailed information about the fund's investment objectives, strategies, risks, terms, and management team. It's designed to provide sophisticated investors with the information necessary to make an informed investment decision while meeting all regulatory disclosure requirements.
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Key Requirements PROMPT example:
Investment Memorandum Private Equity
"I need an Investment Memorandum Private Equity for a €500M technology-focused growth equity fund launching in March 2025, targeting European institutional investors and complying with Irish law and AIFMD regulations."
1. Important Notices and Disclaimers: Legal disclaimers, regulatory notices, and distribution restrictions
2. Executive Summary: Overview of the investment opportunity, key terms, and highlights
3. Investment Highlights: Key attractive features of the investment opportunity and value proposition
4. Fund Structure and Terms: Detailed information about the fund's legal structure, investment terms, and governance
5. Investment Strategy: Detailed description of investment approach, target sectors, and investment criteria
6. Management Team: Biographies and track record of key team members
7. Track Record: Historical performance data and case studies of relevant investments
8. Risk Factors: Comprehensive discussion of investment risks and mitigating factors
9. Terms of Investment: Detailed terms including fees, expenses, and investor rights
10. Tax Considerations: Overview of key tax implications for investors
11. Regulatory Disclosures: Required regulatory information and compliance statements
1. ESG Policy: Environmental, Social, and Governance policies and implementation - included when ESG is a significant focus
2. Co-Investment Opportunities: Details of co-investment rights and processes - included when co-investment is offered
3. Currency Hedging: Information about currency risk management - included for funds with significant foreign currency exposure
4. ERISA Considerations: Specific considerations for US pension fund investors - included when targeting US pension funds
5. Investment Pipeline: Current investment opportunities under consideration - included when there are specific deals in progress
6. Portfolio Company Details: Information about existing investments - included for funds that have already made investments
7. Side Letter Policy: Framework for handling investor-specific arrangements - included when side letters are anticipated
1. Schedule 1: Subscription Documents: Forms and instructions for subscribing to the fund
2. Schedule 2: Track Record Details: Detailed performance data and investment history
3. Schedule 3: Fund Structure Diagram: Visual representation of the fund's legal and tax structure
4. Schedule 4: Fees and Expenses: Detailed breakdown of all fees, costs, and carried interest calculations
5. Schedule 5: Risk Factor Details: Comprehensive analysis of each risk factor
6. Schedule 6: Due Diligence Information: List of available due diligence materials and access procedures
7. Schedule 7: AIFMD Disclosures: Detailed disclosures required under the AIFMD regime
8. Schedule 8: Tax Information: Detailed tax considerations for different investor types and jurisdictions
9. Schedule 9: Definitions and Glossary: Detailed definitions of terms used in the memorandum
10. Schedule 10: Administrator and Service Provider Information: Details of key service providers and their roles
Authors
Relevant legal definitions
Accredited Investor
Administration Agreement
Administrator
AIFMD
Alternative Investment Fund
Articles of Association
Auditor
Board
Business Day
Carried Interest
Central Bank
Closing Date
Commitment Period
Commitments
Companies Act
Custodian
Default
Defaulting Limited Partner
Distribution
ERISA
ESG
EU
FATCA
Final Closing
Financial Year
First Closing
Fund
Fund Documents
General Partner
GP Commitment
Hurdle Rate
IFRS
Initial Closing
Investment Committee
Investment Management Agreement
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership Agreement
Management Fee
Management Shares
MiFID II
Net Asset Value
Offering Documents
Partnership
Portfolio Company
Preferred Return
Private Placement Memorandum
Professional Investor
Qualifying Investor
Redemption
Regulatory Requirements
Related Party
Side Letter
Subscription Agreement
Successor Fund
Term
Transfer
United States Person
Valuation
Valuation Day
Voting Rights
Administration Agreement
Administrator
AIFMD
Alternative Investment Fund
Articles of Association
Auditor
Board
Business Day
Carried Interest
Central Bank
Closing Date
Commitment Period
Commitments
Companies Act
Custodian
Default
Defaulting Limited Partner
Distribution
ERISA
ESG
EU
FATCA
Final Closing
Financial Year
First Closing
Fund
Fund Documents
General Partner
GP Commitment
Hurdle Rate
IFRS
Initial Closing
Investment Committee
Investment Management Agreement
Investment Manager
Investment Period
Investment Policy
Key Person
Key Person Event
Limited Partner
Limited Partnership Agreement
Management Fee
Management Shares
MiFID II
Net Asset Value
Offering Documents
Partnership
Portfolio Company
Preferred Return
Private Placement Memorandum
Professional Investor
Qualifying Investor
Redemption
Regulatory Requirements
Related Party
Side Letter
Subscription Agreement
Successor Fund
Term
Transfer
United States Person
Valuation
Valuation Day
Voting Rights
Clauses
Investment Objectives
Investment Strategy
Investment Restrictions
Risk Factors
Subscription and Commitment
Management and Administration
Fees and Expenses
Distribution Policy
Valuation
Transfer Restrictions
Redemption Rights
Key Person Provisions
Conflicts of Interest
Regulatory Compliance
Confidentiality
Anti-Money Laundering
Data Protection
Investor Eligibility
Reporting and Disclosure
Fund Governance
Investment Process
Co-Investment Rights
Default Provisions
Side Letter Policy
Term and Termination
Amendments
Indemnification
Tax Considerations
ERISA Considerations
ESG Policy
Successor Fund Provisions
Limited Partner Advisory Committee
Investment Committee
Exit Strategy
Carried Interest
Management Fee
Force Majeure
Governing Law
Dispute Resolution
Investment Strategy
Investment Restrictions
Risk Factors
Subscription and Commitment
Management and Administration
Fees and Expenses
Distribution Policy
Valuation
Transfer Restrictions
Redemption Rights
Key Person Provisions
Conflicts of Interest
Regulatory Compliance
Confidentiality
Anti-Money Laundering
Data Protection
Investor Eligibility
Reporting and Disclosure
Fund Governance
Investment Process
Co-Investment Rights
Default Provisions
Side Letter Policy
Term and Termination
Amendments
Indemnification
Tax Considerations
ERISA Considerations
ESG Policy
Successor Fund Provisions
Limited Partner Advisory Committee
Investment Committee
Exit Strategy
Carried Interest
Management Fee
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Consumer Goods
Energy
Infrastructure
Telecommunications
Business Services
Life Sciences
Media and Entertainment
Retail
Education
Clean Technology
Relevant Teams
Legal
Compliance
Investment
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Portfolio Management
Executive Management
Business Development
Administrative Support
Research
Marketing
Relevant Roles
Chief Executive Officer
Chief Investment Officer
Fund Manager
Legal Counsel
Compliance Officer
Risk Manager
Investment Director
Portfolio Manager
Chief Financial Officer
Investment Analyst
Due Diligence Officer
Investor Relations Manager
Head of Operations
Chief Operating Officer
Managing Partner
Investment Committee Member
Board Director
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