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The Importance of Subscription Purchase Agreements in Real Estate Funds

Real estate funds are investment vehicles that allow individuals and institutions to invest in a portfolio of real estate assets without the hassle of managing properties themselves. These funds can range in size from small, local funds to large, global funds with billions of pounds in assets under management. However, the size and complexity of these funds can make them difficult to manage, leading to the use of various legal documents to govern the relationship between the fund and its investors.

One such document is the subscription purchase agreement (SPA), which outlines the terms and conditions of an investor's purchase of units or shares in the fund. The SPA is a legally binding contract that sets out the obligations of both the investor and the fund manager. It also provides a framework for how the fund will operate, how the assets will be managed, and how the returns will be distributed.

The primary purpose of an SPA is to protect the interests of both the investor and the fund manager. For investors, the SPA provides transparency and clarity regarding the terms of their investment. It outlines the risks associated with the investment and sets out the rights and obligations of both parties. This includes the investor's right to redeem their investment, the fund manager's duty to act in the best interests of the fund, and the fund's investment strategy.

For fund managers, the SPA is a critical document as it outlines the investor's commitment to the fund. This commitment is essential as it allows the fund manager to plan for the long term and make strategic decisions about the fund's investments. The SPA also ensures that the fund manager has a clear understanding of the investor's expectations and obligations, which is essential for maintaining a healthy relationship between the two parties.

Another important aspect of the SPA is the subscription process itself. The SPA will typically set out the process for subscribing to the fund, including any minimum investment requirements, deadlines, and any fees or expenses associated with the subscription. This process ensures that the fund manager can effectively manage the inflow of capital into the fund and allocate resources accordingly.

It is worth noting that the SPA is just one of many legal documents used in real estate funds. Other documents may include the prospectus, which outlines the fund's investment objectives and strategies, the partnership agreement, which outlines the structure and governance of the fund, and various disclosure documents that provide investors with additional information about the fund's performance and operations.

In conclusion, subscription purchase agreements are a critical component of real estate funds. They provide a framework for the relationship between the investor and the fund manager, outlining the terms of the investment and the obligations of both parties. The SPA also ensures that the fund manager has a clear understanding of the investor's expectations and obligations, which is essential for maintaining a healthy relationship between the two parties. As such, investors should carefully review the SPA and other legal documents before investing in a real estate fund to ensure they understand the risks and rewards of the investment.


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About the author

Sabbir Rahman is Managing Director of Langdon Capital. He has held prior roles with Morgan Stanley, Lazard and Barclays Investment Bank. He has executed over £60 billion in notional value of transactions across financing, M&A and derivatives with global corporates, private equity funds and financial sponsor groups.

About Langdon Capital

Langdon Capital provides in-house transaction services to C-suites and Boards of publicly-listed, PE-backed and VC-backed businesses during the negotiation, execution and due diligence of debt and equity capital raising transactions and senior interim resourcing solutions across finance, treasury, strategy and corporate development | contact | visit

This is not financial advice or any offer, invitation or inducement to sell or provide financial products or services or to engage in any form of investment activity.

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