{ "type": "practice-guide", "canonical": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum", "links": [ { "rel": "self", "href": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum.json", "type": "application/json" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum", "type": "text/html" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum/markdown", "type": "text/markdown" }, { "rel": "alternate", "href": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum/json", "type": "application/json" }, { "rel": "license", "href": "https://creativecommons.org/licenses/by/4.0/", "type": "text/html", "external": true, "title": "CC BY 4.0" } ], "data": { "topic": "fund-formation", "state": "hedge-fund-private-placement-memorandum", "frontmatter": { "title": "Hedge Fund Formation: The Private Placement Memorandum", "description": "A plain-language guide for hedge fund managers, and for the smaller investors they admit, to a U.S. hedge fund's private placement memorandum, covering what the memorandum is, matching it to the limited partnership agreement, strategy, risk factors, conflicts of interest, service providers, taxes, retirement-plan investors, and subscriptions.", "state": "United States", "lastReviewed": "2026-09-01", "license": "CC BY 4.0", "authors": [ "steven-obiajulu" ], "about": [ "Hedge fund private placement memoranda" ], "eyebrow": "Fund Formation Practice Guide", "coverage": "U.S. hedge funds, meaning open-end private funds that take capital up front and let investors withdraw periodically, with Delaware limited-partnership law and federal securities-law overlays; private equity and other closed-end drawdown funds are not covered" }, "questions": [ { "slug": "what-is-a-private-placement-memorandum", "label": "What a PPM is", "heading": "What is a private placement memorandum (PPM), and why do hedge funds use one?", "answerText": "A private placement memorandum (PPM) is the detailed disclosure document a hedge fund gives potential investors in an offering that relies on an exemption from SEC registration, such as Securities Act section 4(a)(2) or Regulation D Rule 506.", "sources": [ { "id": "ppm-private-offering-statute", "authorityType": "primary-law", "tier": "primary-source-backed", "title": "15 U.S.C. § 77d(a)(1)-(2): Exempted transactions", "citation": "15 U.S.C. § 77d(a)(1)-(2).", "url": "https://www.govinfo.gov/content/pkg/USCODE-2023-title15/html/USCODE-2023-title15-chap2A-subchapI-sec77d.htm", "proposition": "Securities Act section 4(a)(2), 15 U.S.C. § 77d(a)(2), exempts transactions by an issuer not involving any public offering from section 5 registration.", "verbatimQuote": "The provisions of section 77e of this title shall not apply to— (1) transactions by any person other than an issuer, underwriter, or dealer. (2) transactions by an issuer not involving any public offering.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-ppm-private-offering-statute" }, { "id": "ppm-rule-506-safe-harbor", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 230.506(a): Exemption", "citation": "17 C.F.R. § 230.506(a).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-230/section-230.506", "proposition": "Rule 506(a) deems offers and sales that satisfy rule 506(b) or 506(c) to be transactions not involving any public offering within the meaning of section 4(a)(2).", "verbatimQuote": "Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the Act.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-ppm-rule-506-safe-harbor" }, { "id": "seidman-filed-offering-memorandum-conflict", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Seidman Investment Partnership II, L.P., Second Amended and Restated Agreement of Limited Partnership (2005), § 62(e)", "citation": "Seidman Investment Partnership II, L.P., Second Am. & Restated Agreement of Ltd. P'ship § 62(e) (dated Oct. 15, 2005), filed as Exhibit 99.5.", "url": "https://www.sec.gov/Archives/edgar/data/1026081/000113379606000145/cb61088ex995.txt", "deepLink": "https://www.sec.gov/Archives/edgar/data/1026081/000113379606000145/cb61088ex995.txt#:~:text=If%20there%20is%20a%20conflict,this%20Agreement%20shall%20be%20controlling.", "proposition": "The filed Seidman agreement makes the partnership agreement control over any conflicting offering memorandum of the partnership.", "verbatimQuote": "If there is a conflict between the terms and conditions of this Agreement and any offering memorandum of the Partnership, this Agreement shall be controlling.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-seidman-filed-offering-memorandum-conflict" }, { "id": "sec-ppm-definition", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”: Capital Raise Considerations", "citation": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”, Capital Raise Considerations (SEC staff resource).", "url": "https://www.sec.gov/files/starting-private-fund-building-blocks.pdf", "proposition": "The SEC staff's private-fund guide describes a private placement memorandum as a detailed disclosure document for potential investors and a subscription agreement as the contract through which investors invest.", "verbatimQuote": "Documentation for your capital raise may include, among other things: • an offering document—frequently called a private placement memorandum—that acts as a detailed disclosure document for potential investors; and • a subscription agreement through which investors contract to invest in the private fund.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-sec-ppm-definition" }, { "id": "ppm-antifraud-rule", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-8: Pooled investment vehicles", "citation": "17 C.F.R. § 275.206(4)-8(a)(1).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-8", "proposition": "Rule 206(4)-8 prohibits an adviser to a pooled investment vehicle from making untrue statements of material fact or misleading omissions to any investor or prospective investor in the vehicle.", "verbatimQuote": "It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)) for any investment adviser to a pooled investment vehicle to: (1) Make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-ppm-antifraud-rule" } ] }, { "slug": "checking-a-hedge-fund-ppm-against-its-limited-partnership-agreement", "label": "Matching a PPM and LPA", "heading": "How can I check that a hedge fund's PPM and limited partnership agreement say the same thing?", "answerText": "A hedge fund's PPM and limited partnership agreement match when the PPM's description of each material term matches the agreement provision that controls it.", "sources": [ { "id": "reconciliation-seidman-conflict", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Seidman Investment Partnership II, L.P., Second Amended and Restated Agreement of Limited Partnership (2005), § 62(e)", "citation": "Seidman Investment Partnership II, L.P., Second Am. & Restated Agreement of Ltd. P'ship § 62(e) (dated Oct. 15, 2005), filed as Exhibit 99.5.", "url": "https://www.sec.gov/Archives/edgar/data/1026081/000113379606000145/cb61088ex995.txt", "deepLink": "https://www.sec.gov/Archives/edgar/data/1026081/000113379606000145/cb61088ex995.txt#:~:text=If%20there%20is%20a%20conflict,this%20Agreement%20shall%20be%20controlling.", "proposition": "The filed Seidman agreement makes the partnership agreement control over any conflicting offering memorandum of the partnership.", "verbatimQuote": "If there is a conflict between the terms and conditions of this Agreement and any offering memorandum of the Partnership, this Agreement shall be controlling.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-reconciliation-seidman-conflict" }, { "id": "reconciliation-antifraud-rule", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-8: Pooled investment vehicles", "citation": "17 C.F.R. § 275.206(4)-8(a)(1).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-8", "proposition": "Rule 206(4)-8 prohibits material misstatements and misleading omissions to investors and prospective investors in pooled investment vehicles.", "verbatimQuote": "It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)) for any investment adviser to a pooled investment vehicle to: (1) Make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-reconciliation-antifraud-rule" }, { "id": "risk-rule", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020)", "citation": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020).", "url": "https://www.sec.gov/files/Private%20Fund%20Risk%20Alert_0.pdf", "proposition": "The SEC staff describes Rule 206(4)-8’s prohibition of material misstatements and misleading omissions.", "verbatimQuote": "In addition, Advisers Act Rule 206(4)-8 prohibits investment advisers to pooled investment vehicles from (1) making any untrue statement of a material fact or omitting to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or (2) otherwise engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative with respect to any investor or prospective investor in the pooled investment vehicle.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-risk-rule" } ] }, { "slug": "hedge-fund-ppm-strategy-disclosure", "label": "Strategy disclosure", "heading": "What is the purpose of strategy disclosure in a hedge fund PPM?", "answerText": "Strategy disclosure in a hedge fund PPM explains how the fund seeks returns and which investments or techniques create its main exposures.", "sources": [ { "id": "inv-strategy", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "Investor.gov: Hedge Funds", "citation": "Investor.gov: Hedge Funds.", "url": "https://www.investor.gov/introduction-investing/investing-basics/investment-products/private-investment-funds/hedge-funds", "proposition": "Investor.gov advises reading an offering memorandum to understand investment risks.", "verbatimQuote": "Read a fund's offering memorandum and related materials. Make sure you understand the level of risk involved in the fund's investment strategies. Consider if the risks are suitable to your personal investing goals, time horizons, and risk tolerance.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-inv-strategy" }, { "id": "inv-leverage", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "Investor.gov: Hedge Funds", "citation": "Investor.gov: Hedge Funds.", "url": "https://www.investor.gov/introduction-investing/investing-basics/investment-products/private-investment-funds/hedge-funds", "proposition": "Investor.gov says speculative techniques magnify gain and loss.", "verbatimQuote": "The use of these techniques will magnify both the potential gain and the potential loss from an investment.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-inv-leverage" }, { "id": "nfa-cpo-status", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "NFA: Commodity Pool Operator Registration", "citation": "National Futures Association, Commodity Pool Operator (CPO) Registration.", "url": "https://www.nfa.futures.org/registration-membership/who-has-to-register/cpo.html", "proposition": "The National Futures Association states that a commodity pool combines contributed funds to trade specified commodity interests or invest in another commodity pool, and that CPO registration is required unless a CFTC Regulation 4.5 or 4.13 exemption applies.", "verbatimQuote": "A commodity pool operator (CPO) is an individual or organization that operates a commodity pool and solicits funds for that commodity pool. A commodity pool is an enterprise in which funds contributed by a number of persons are combined for the purpose of trading futures or options on futures, retail off-exchange forex contracts, or swaps, or to invest in another commodity pool. CPO registration is required unless the CPO qualifies for one of the exemptions from registration outlined in CFTC Regulations 4.5 or 4.13.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-nfa-cpo-status" }, { "id": "nfa-cta-status", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "NFA: Commodity Trading Advisor Registration", "citation": "National Futures Association, Commodity Trading Advisor (CTA) Registration.", "url": "https://www.nfa.futures.org/registration-membership/who-has-to-register/cta.html", "proposition": "The National Futures Association states that a commodity trading advisor is a person that, for compensation or profit, advises others about trading specified commodity interests.", "verbatimQuote": "A commodity trading advisor (CTA) is an individual or organization that, for compensation or profit, advises others, directly or indirectly, as to the value of or the advisability of trading futures contracts, options on futures, retail off-exchange forex contracts or swaps.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-nfa-cta-status" }, { "id": "nfa-exemption-filing", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "NFA Exemptions System: Electronic filing", "citation": "National Futures Association, Exemptions.", "url": "https://www.nfa.futures.org/electronic-filing-systems/exemptions.html", "proposition": "The National Futures Association states that CPOs and CTAs must file notices of exclusion or exemption from CFTC Part 4 requirements electronically through NFA's Exemptions System.", "verbatimQuote": "Commodity pool operators (CPO) and commodity trading advisors (CTA) must electronically file with NFA notices of exclusion or exemption from CFTC Part 4 Requirements using NFA's Exemptions System. In order to access this system, the firm's security manager(s) must set up EasyFile security.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-nfa-exemption-filing" }, { "id": "nfa-exemption-affirmation", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "NFA Exemptions System: Annual affirmation", "citation": "National Futures Association, Exemptions, Annual Affirmation Process.", "url": "https://www.nfa.futures.org/electronic-filing-systems/exemptions.html", "proposition": "The National Futures Association states that CFTC regulations require specified CPO and CTA exemption or exclusion notices to be affirmed annually within 60 days of calendar year-end.", "verbatimQuote": "CFTC regulations require any person claiming an exemption or exclusion from CPO registration under CFTC Regulation 4.5, 4.13(a)(1), 4.13(a)(2), 4.13(a)(3), 4.13(a)(5) or an exemption from CTA registration under 4.14(a)(8) to annually affirm the applicable notice of exemption or exclusion within 60 days of the calendar year end.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-nfa-exemption-affirmation" } ] }, { "slug": "hedge-fund-ppm-risk-factors", "label": "Risk factors", "heading": "What is the purpose of risk-factor disclosure in a hedge fund PPM?", "answerText": "Risk-factor disclosure in a hedge fund PPM explains how strategy and operations could cause investor loss, with material statements subject to the pooled-vehicle antifraud rule.", "sources": [ { "id": "inv-leverage-2", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "Investor.gov: Hedge Funds", "citation": "Investor.gov: Hedge Funds.", "url": "https://www.investor.gov/introduction-investing/investing-basics/investment-products/private-investment-funds/hedge-funds", "proposition": "Investor.gov says speculative techniques magnify gain and loss.", "verbatimQuote": "The use of these techniques will magnify both the potential gain and the potential loss from an investment.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-inv-leverage-2" }, { "id": "strategy-antifraud-rule", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-8: Pooled investment vehicles", "citation": "17 C.F.R. § 275.206(4)-8(a)(1).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-8", "proposition": "Rule 206(4)-8(a)(1) prohibits an adviser to a pooled investment vehicle from making untrue statements of material fact or misleading omissions to any investor or prospective investor in the vehicle.", "verbatimQuote": "It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)) for any investment adviser to a pooled investment vehicle to: (1) Make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading, to any investor or prospective investor in the pooled investment vehicle; or", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-strategy-antifraud-rule" } ] }, { "slug": "hedge-fund-ppm-conflicts-of-interest", "label": "Conflicts of interest", "heading": "What is the purpose of conflicts-of-interest disclosure in a hedge fund PPM?", "answerText": "Conflicts disclosure in a hedge fund PPM identifies interests that could pull the adviser away from the fund’s interests and explains them sufficiently for informed consent.", "sources": [ { "id": "risk-conflict", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020)", "citation": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020).", "url": "https://www.sec.gov/files/Private%20Fund%20Risk%20Alert_0.pdf", "proposition": "The SEC staff describes an adviser’s conflict-disclosure obligation.", "verbatimQuote": "An investment adviser must eliminate or make full and fair disclosure of all conflicts of interest which might incline an investment adviser – consciously or unconsciously – to render advice which is not disinterested such that a client can provide informed consent to the conflict.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-risk-conflict" }, { "id": "risk-alloc", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020)", "citation": "SEC Office of Compliance Inspections and Examinations, Risk Alert: Observations from Examinations of Investment Advisers Managing Private Funds (June 23, 2020).", "url": "https://www.sec.gov/files/Private%20Fund%20Risk%20Alert_0.pdf", "proposition": "SEC examination staff observed inadequate disclosure of allocation conflicts.", "verbatimQuote": "The staff observed private fund advisers that did not provide adequate disclosure about conflicts relating to allocations of investments among clients, including the adviser’s largest private fund clients (“flagship funds”), private funds that invest alongside flagship funds in the same investments (“coinvestment vehicles”), sub-advised mutual funds, collateralized loan obligation funds, and separately managed accounts (“SMAs”) (together, “clients”).", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-risk-alloc" } ] }, { "slug": "hedge-fund-ppm-service-providers", "label": "Service providers", "heading": "What should a hedge fund PPM say about service providers?", "answerText": "A hedge fund PPM names the fund's service providers and says what each one does, as a registered fund's memorandum filed with the SEC does for its administrator and its legal counsel.", "sources": [ { "id": "inv-value-2", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "Investor.gov: Hedge Funds", "citation": "Investor.gov: Hedge Funds.", "url": "https://www.investor.gov/introduction-investing/investing-basics/investment-products/private-investment-funds/hedge-funds", "proposition": "Investor.gov advises examination of valuation and independent sources.", "verbatimQuote": "Hedge funds may hold investments that are difficult to sell and may be difficult to value. You should understand how a hedge fund determines the value of its holdings and the extent to which a fund’s holdings are valued by independent sources.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-inv-value-2" }, { "id": "custody-rule-scope", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-2(a)(1): Scope and qualified-custodian condition", "citation": "17 C.F.R. § 275.206(4)-2(a)(1)(i)-(ii).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-2", "proposition": "Rule 206(4)-2 applies its safekeeping conditions to advisers registered or required to be registered under section 203.", "verbatimQuote": "If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of section 206(4) of the Act (15 U.S.C. 80b-6(4)) for you to have custody of client funds or securities unless: (1) Qualified custodian. A qualified custodian maintains those funds and securities: (i) In a separate account for each client under that client's name; or (ii) In accounts that contain only your clients' funds and securities, under your name as agent or trustee for the clients.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-custody-rule-scope" }, { "id": "custody-rule-general-partner", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-2(d)(2): Custody includes general-partner capacity", "citation": "17 C.F.R. § 275.206(4)-2(d)(2)(i)-(iii).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-2", "proposition": "Rule 206(4)-2(d)(2) states that custody includes possession of client assets, specified withdrawal authority, and, under paragraph (d)(2)(iii), a general-partner or comparable capacity that gives the adviser or a supervised person legal ownership of or access to client assets.", "verbatimQuote": "Custody includes: (i) Possession of client funds or securities (but not of checks drawn by clients and made payable to third parties) unless you receive them inadvertently and you return them to the sender promptly but in any case within three business days of receiving them; (ii) Any arrangement (including a general power of attorney) under which you are authorized or permitted to withdraw client funds or securities maintained with a custodian upon your instruction to the custodian; and (iii) Any capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives you or your supervised person legal ownership of or access to client funds or securities.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-custody-rule-general-partner" }, { "id": "custody-rule-annual-audit-2", "authorityType": "regulation", "tier": "primary-source-backed", "title": "17 CFR 275.206(4)-2(b)(4): Pooled-vehicle annual-audit route", "citation": "17 C.F.R. § 275.206(4)-2(b)(4)(i)-(iii).", "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-275/section-275.206(4)-2", "proposition": "Rule 206(4)-2(b)(4)'s pooled-vehicle annual-audit route requires annual generally accepted accounting principles financial statements distributed within 120 days after fiscal year-end, an independent public accountant meeting the stated PCAOB conditions, and audited statements upon liquidation.", "verbatimQuote": "You are not required to comply with paragraphs (a)(2) and (a)(3) of this section and you shall be deemed to have complied with paragraph (a)(4) of this section with respect to the account of a limited partnership (or limited liability company, or another type of pooled investment vehicle) that is subject to audit (as defined in rule 1-02(d) of Regulation S-X (17 CFR 210.1-02(d))): (i) At least annually and distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) within 120 days of the end of its fiscal year; (ii) By an independent public accountant that is registered with, and subject to regular inspection as of the commencement of the professional engagement period, and as of each calendar year-end, by, the Public Company Accounting Oversight Board in accordance with its rules; and (iii) Upon liquidation and distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) promptly after the completion of such audit.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-custody-rule-annual-audit-2" }, { "id": "constitution-administrator", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Administrator", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=The%20Fund%20has%20contracted%20with,certain%20administrative%20and%20accounting%20services.", "proposition": "A registered closed-end fund's private placement memorandum filed with the SEC names its administrator and the services the administrator provides.", "verbatimQuote": "The Fund has contracted with UMB Fund Services, Inc (the “Administrator”) to provide it with certain administrative and accounting services.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-administrator" }, { "id": "constitution-counsel", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Legal Counsel", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=Faegre%20Drinker%20Biddle%20%26%20Reath%20LLP%2C,the%20Adviser%20of%20the%20Fund.", "proposition": "A registered closed-end fund's private placement memorandum filed with the SEC names its legal counsel, gives counsel's address, and states whom counsel represents.", "verbatimQuote": "Faegre Drinker Biddle & Reath LLP, of One Logan Square, Suite 2000, Philadelphia, PA 19103-6996, serves as counsel to the Fund and the Adviser of the Fund.", "pullQuoteLocator": "Faegre Drinker Biddle & Reath LLP,|the Adviser of the Fund.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-counsel" } ] }, { "slug": "hedge-fund-ppm-taxes", "label": "Taxes", "heading": "What should a hedge fund PPM say about taxes?", "answerText": "A hedge fund's private placement memorandum (PPM) describes how the fund expects to be taxed, as a memorandum filed with the SEC does when it states that its fund will be classified as a partnership for U.S. federal income tax purposes.", "sources": [ { "id": "sec-ppm-definition-tax", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”: Capital Raise Considerations", "citation": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”, Capital Raise Considerations (SEC staff resource).", "url": "https://www.sec.gov/files/starting-private-fund-building-blocks.pdf", "proposition": "The SEC staff's private-fund guide describes a private placement memorandum as a detailed disclosure document for potential investors and a subscription agreement as the contract through which investors invest.", "verbatimQuote": "Documentation for your capital raise may include, among other things: • an offering document—frequently called a private placement memorandum—that acts as a detailed disclosure document for potential investors; and • a subscription agreement through which investors contract to invest in the private fund.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-sec-ppm-definition-tax" }, { "id": "constitution-tax-classification", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Certain U.S. Federal Income Tax Considerations", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=The%20Fund%20is%20a%20limited,U.S.%20federal%20income%20tax%20purposes.", "proposition": "A private placement memorandum filed with the SEC states that its fund will be classified as a partnership for U.S. federal income tax purposes.", "verbatimQuote": "The Fund is a limited liability company, and no election will be filed with the IRS to cause it to be classified as a corporation for federal income tax purposes. Accordingly, the Fund will be classified as a partnership for U.S. federal income tax purposes.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-tax-classification" } ] }, { "slug": "hedge-fund-ppm-retirement-plan-investors", "label": "Retirement-plan investors", "heading": "What should a hedge fund PPM say about retirement-plan (ERISA) investors?", "answerText": "A hedge fund PPM explains how the fund treats retirement-plan investors, because a plan investing in the fund can be treated as holding the fund's underlying assets unless an exception applies, such as limited participation by benefit plan investors.", "sources": [ { "id": "erisa-25-percent-test", "authorityType": "regulation", "tier": "primary-source-backed", "title": "29 CFR 2510.3-101(f)(1): Significant benefit-plan-investor participation", "citation": "29 C.F.R. § 2510.3-101(f)(1).", "url": "https://www.ecfr.gov/current/title-29/subtitle-B/chapter-XXV/subchapter-B/part-2510/section-2510.3-101", "proposition": "29 C.F.R. § 2510.3-101(f)(1) treats benefit-plan-investor participation as significant when benefit plan investors hold at least 25 percent of the value of any class immediately after the most recent acquisition, disregarding interests held by a non-plan person with discretionary authority or control over the entity's assets or who gives paid investment advice about them, and by that person's affiliates.", "verbatimQuote": "Equity participation in an entity by benefit plan investors is “significant” on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25 percent or more of the value of any class of equity interests in the entity is held by benefit plan investors (as defined in paragraph (f)(2)). For purposes of determinations pursuant to this paragraph (f), the value of any equity interests held by a person (other than a benefit plan investor) who has discretionary authority or control with respect to the assets of the entity or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, shall be disregarded.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-erisa-25-percent-test" }, { "id": "plan-assets-look-through", "authorityType": "regulation", "tier": "primary-source-backed", "title": "29 CFR 2510.3-101(a)(2): Plan assets in an investment fund", "citation": "29 C.F.R. § 2510.3-101(a)(2).", "url": "https://www.ecfr.gov/current/title-29/subtitle-B/chapter-XXV/subchapter-B/part-2510/section-2510.3-101", "proposition": "29 C.F.R. § 2510.3-101(a)(2) treats a plan's assets as including an undivided interest in the underlying assets of an entity whose equity is neither publicly offered nor issued by a registered investment company, unless the entity is an operating company or benefit-plan-investor participation is not significant.", "verbatimQuote": "However, in the case of a plan's investment in an equity interest of an entity that is neither a publicly-offered security nor a security issued by an investment company registered under the Investment Company Act of 1940 its assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that— (i) The entity is an operating company, or (ii) Equity participation in the entity by benefit plan investors is not significant.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-plan-assets-look-through" }, { "id": "constitution-erisa-considerations", "authorityType": "sec-filing", "tier": "market-benchmark-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), ERISA Considerations", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=In%20accordance%20with%20ERISA%E2%80%99s%20general,and%20diversification%20of%20its%20portfolio.", "proposition": "A private placement memorandum filed with the SEC includes an ERISA considerations section addressed to plan fiduciaries.", "verbatimQuote": "In accordance with ERISA’s general fiduciary standards, before investing in the Fund, a Plan fiduciary should determine whether such an investment is permitted under the governing Plan instruments and is appropriate for the Plan in view of its overall investment policy and the composition and diversification of its portfolio.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-erisa-considerations" } ] }, { "slug": "hedge-fund-ppm-subscriptions", "label": "Subscriptions", "heading": "What should a hedge fund PPM say about subscriptions?", "answerText": "A hedge fund's private placement memorandum (PPM) explains how an investor subscribes, as a memorandum filed with the SEC does when it requires a completed subscription document by the fund's acceptance date and reserves the fund's right to accept or reject any subscription.", "sources": [ { "id": "investment-adviser-aml-delay", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "FinCEN: Investment-adviser AML rule postponed to 2028", "citation": "FinCEN, FinCEN Issues Final Rule to Postpone Effective Date of Investment Adviser Rule to 2028 (Dec. 31, 2025).", "url": "https://www.fincen.gov/news/news-releases/fincen-issues-final-rule-postpone-effective-date-investment-adviser-rule-2028", "proposition": "FinCEN's final-rule announcement states that it moved the investment-adviser AML/CFT program and suspicious-activity-report rule's effective date from January 1, 2026 to January 1, 2028.", "verbatimQuote": "Today, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule to extend the effective date of the rule establishing Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers (IA AML Rule) from January 1, 2026, until January 1, 2028.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-investment-adviser-aml-delay" }, { "id": "sec-ppm-definition-subscriptions", "authorityType": "agency-guidance", "tier": "official-source-backed", "title": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”: Capital Raise Considerations", "citation": "SEC Office of the Advocate for Small Business Capital Formation, “What do I need to know before starting a private fund?”, Capital Raise Considerations (SEC staff resource).", "url": "https://www.sec.gov/files/starting-private-fund-building-blocks.pdf", "proposition": "The SEC staff's private-fund guide describes a private placement memorandum as a detailed disclosure document for potential investors and a subscription agreement as the contract through which investors invest.", "verbatimQuote": "Documentation for your capital raise may include, among other things: • an offering document—frequently called a private placement memorandum—that acts as a detailed disclosure document for potential investors; and • a subscription agreement through which investors contract to invest in the private fund.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-sec-ppm-definition-subscriptions" }, { "id": "constitution-subscription-deadline", "authorityType": "sec-filing", "tier": "market-benchmark-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Subscription Procedure", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=A%20prospective%20investor%20must%20submit,and%20notified%20to%20prospective%20investors.", "proposition": "A private placement memorandum filed with the SEC requires a prospective investor to submit a completed subscription document by the acceptance date the fund sets.", "verbatimQuote": "A prospective investor must submit a completed subscription document on or prior to the acceptance date set by the Fund and notified to prospective investors.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-subscription-deadline" }, { "id": "constitution-subscription-discretion", "authorityType": "sec-filing", "tier": "market-benchmark-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Subscription Procedure", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=The%20Fund%20reserves%20the%20right%2C,the%20Fund%20at%20any%20time.", "proposition": "A private placement memorandum filed with the SEC reserves the fund's sole discretion to accept or reject any subscription.", "verbatimQuote": "The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Units in the Fund at any time.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-subscription-discretion" }, { "id": "constitution-subscription-qualifications", "authorityType": "commentary", "tier": "lawyer-judgment-backed", "title": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum (2026), Eligible Investors", "citation": "Constitution Capital Evergreen Partnership Fund, LLC, Confidential Private Placement Memorandum, filed as Part A of Form N-2 (Post-Effective Amendment, 2026).", "url": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm", "deepLink": "https://www.sec.gov/Archives/edgar/data/2102111/000121390026044539/ea0285996-01_posami.htm#:~:text=The%20qualifications%20required%20to%20invest,completed%20by%20each%20prospective%20investor.", "proposition": "A private placement memorandum filed with the SEC states that the qualifications required to invest appear in subscription documents each prospective investor must complete.", "verbatimQuote": "The qualifications required to invest in the Fund appear in subscription documents that must be completed by each prospective investor.", "anchor": "https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum#src-constitution-subscription-qualifications" } ] } ] } }