What is 核心人员条款?
基金协议中规定若特定关键管理人（通常为主要基金经理）离职或丧失工作能力，将暂停基金投资期或触发LP特别权利的条款，旨在保护投资者免受因核心人员变动导致的管理质量下降风险。
Description
A key person clause is an investor protection mechanism in fund agreements that activates when specific named individuals leave the fund management team. Since investors often commit capital based on the track record and expertise of particular fund managers, the departure of these key people materially changes the investment proposition.
When a key person event occurs (named individuals leave or reduce their involvement below a threshold), the fund typically suspends new investments for a defined period (90-180 days). During this suspension, the GP must either find a suitable replacement acceptable to LPs (often requiring advisory committee approval) or face permanent suspension of the investment period. Existing investments continue to be managed normally.
How to interpret
The key person clause is one of the most important investor protections in a real estate fund. Real estate investment performance is dependent on specific individuals who bring market relationships, deal sourcing expertise, and asset management knowledge. When those people leave, the investment thesis changes materially even if the portfolio remains the same.
When reviewing a fund's key person clause, check which individuals are named, what constitutes a trigger event (full departure vs. Reduction in time commitment), and what the remedy process involves. A clause that names only one person provides less protection than one naming the full senior team.
迪拜市场背景
UAE real estate fund managers regulated by DIFC or ADGM are required to maintain fit and proper standards for their approved persons. When key personnel change, the regulator must be notified. This adds a regulatory layer of oversight beyond the contractual protections in the LP agreement, providing investors with an additional notification mechanism.
In Dubai's relationship-driven real estate market, deal access and off-market opportunities are often tied to specific individuals and their personal networks. The departure of a senior deal maker can therefore have a disproportionate impact on a fund's ability to source standard investments compared to more transparent, auction-based markets.
Frequently asked questions
A fund provision that suspends the investment period or triggers other protective measures if designated essential individuals, typically senior fund managers, depart the fund, protecting investors from manager-level risk.
A key person clause is an investor protection mechanism in fund agreements that activates when specific named individuals leave the fund management team. Since investors often commit capital based on the track record and expertise of particular fund managers, the departure of these key people materially changes the investment proposition.
The key person clause is one of the most important investor protections in a real estate fund. Real estate investment performance is dependent on specific individuals who bring market relationships, deal sourcing expertise, and asset management knowledge.
UAE real estate fund managers regulated by DIFC or ADGM are required to maintain fit and proper standards for their approved persons. When key personnel change, the regulator must be notified.
Oliva feeds Key Person Clause into a proprietary 6-dimension score that rates eparticularly Dubai project on Financial Value, Market Dynamics, Location, Developer Trust, Risk, Macro Context, and Liquidity. This keeps comparisons consistent across hundreds of listings.
During this suspension, the GP must either find a suitable replacement acceptable to LPs (often requiring advisory committee approval) or face permanent suspension of the investment period. Existing investments continue to be managed normally.
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This content is for educational purposes only and does not constitute investment, financial, legal, or tax advice. Yields, returns, and market data referenced are historical or estimated and are not guaranteed. Capital is at risk. Seek independent professional advice before making investment decisions. Oliva is a licensed Dubai real estate advisor (DLD Broker Card: 92025, RERA BRN: 1573501). Read our Key Risks Disclosure and Disclaimer.