Unit Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Unit Subscription Agreement

"I need a Unit Subscription Agreement for a Philippine-based real estate investment trust fund, where a foreign institutional investor plans to subscribe to 500,000 units, with special attention to foreign ownership restrictions and quarterly redemption rights."

Document background

The Unit Subscription Agreement serves as the primary legal instrument for documenting investment unit subscriptions in the Philippines. It is commonly used when investors wish to participate in investment funds, unit investment trust funds (UITFs), mutual funds, or similar collective investment schemes. The document must comply with the Securities Regulation Code, Investment Company Act, and various SEC regulations. The agreement typically includes detailed subscription terms, investor qualifications, compliance requirements, and risk disclosures. It's essential for both institutional and individual investors, requiring careful consideration of Philippine foreign investment restrictions, tax implications, and securities regulations. The Unit Subscription Agreement should be tailored to reflect specific fund structures while maintaining compliance with Philippine legal requirements.

Suggested Sections

1. Parties: Identifies the issuer/fund manager and the subscriber, including their complete legal names and addresses

2. Background: Explains the context of the unit subscription, including brief details about the investment fund/company and its authority to issue units

3. Definitions: Defines key terms used throughout the agreement, including 'Units', 'Subscription Price', 'Closing Date', etc.

4. Subscription and Payment: Details the number of units being subscribed for, subscription price, and payment terms

5. Closing Conditions: Specifies conditions that must be met before the subscription can be completed

6. Representations and Warranties: Contains statements of fact and assurances from both the issuer and subscriber

7. Subscriber's Undertakings: Lists the ongoing obligations and commitments of the subscriber

8. Issuer's Undertakings: Details the obligations and commitments of the issuer

9. Transfer Restrictions: Outlines any limitations on the transfer of units

10. Termination: Describes circumstances under which the agreement can be terminated

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

12. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes

13. Miscellaneous: Contains standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Foreign Investment Compliance: Required when the subscriber is a foreign entity, addressing foreign ownership restrictions and compliance

2. Anti-Dilution Protection: Include when offering protection against future dilution of unit value

3. Tag-Along Rights: Optional section for providing co-sale rights to unit holders

4. Drag-Along Rights: Include when majority unitholders need the right to force minority holders to join in a sale

5. Redemption Rights: Include if units can be redeemed, specifying terms and procedures

6. Distribution Rights: Required when there are specific rules about profit distribution or dividend payments

7. Management Rights: Include when subscribers are granted specific management or voting rights

Suggested Schedules

1. Subscription Details: Details of units being subscribed, including number, class, and price

2. Form of Unit Certificate: Template or specimen of the unit certificate to be issued

3. Investment Objectives and Policies: Detailed description of the fund's investment strategy and policies

4. Fee Schedule: Comprehensive breakdown of all applicable fees and charges

5. KYC Requirements: List of required documents and information for Know Your Customer compliance

6. Risk Disclosure Statement: Detailed disclosure of investment risks as required by Philippine regulations

7. Subscription Form: Standard form for submitting subscription details and investor information

8. Payment Instructions: Detailed instructions for submitting subscription payments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Investment Management

Banking

Asset Management

Mutual Funds

Private Equity

Real Estate Investment Trusts

Venture Capital

Insurance

Professional Services

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Operations

Client Services

Fund Administration

Corporate Secretariat

Due Diligence

Finance

Portfolio Management

Relevant Roles

Fund Manager

Compliance Officer

Legal Counsel

Investment Officer

Chief Investment Officer

Risk Manager

Portfolio Manager

Chief Financial Officer

Investment Analyst

Corporate Secretary

Due Diligence Officer

Operations Manager

Client Relations Manager

Investment Director

Managing Director

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Let's create your Unit Subscription Agreement

Authors

Alex Denne

Find the exact document you need

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