Form a private fund
Draft and review a hedge fund’s limited partnership agreement, private placement memorandum, subscription agreement and investor questionnaire. Current resources cover an open-end hedge fund organized as a Delaware limited partnership, with an investment manager in or outside the United States; they do not cover closed-end funds such as private equity funds.
Practice guide · Adviser registration, managers outside the United States, who can be charged a performance fee, Rule 506(b) and 506(c) offerings, Section 3(c)(1) and 3(c)(7) funds, and Form D.
Practice guide · Performance fees, hurdles and high-water marks, lock-ups and withdrawals, capital accounts, manager duties and protections, expenses, side letters, amendment and dissolution.
Practice guide · Matching the memorandum to the partnership agreement, strategy, risk factors, conflicts of interest, service providers, taxes and retirement-plan investors.
Template · Browse every private-fund form, including the versions for a manager outside the United States.
Template · The fund’s governing agreement for a Delaware limited partnership relying on Section 3(c)(1), with subscriptions and withdrawals on stated dates.
Template · A memorandum skeleton for offering the fund’s interests under Rule 506 of Regulation D.
Template · The investor’s application to buy a limited partnership interest, drafted for the manager’s side.
Template · Collects the eligibility, benefit-plan, tax and anti-money-laundering facts the general partner needs before admitting a subscriber.
Template · The subscription agreement with the terms that change when the investment manager’s principal office is outside the United States.
Template · The questionnaire with the questions that change for a manager outside the United States, including each investor’s United States status.
Reviewer checklist · Choose the checklist for the document you are reviewing.
Reviewer checklist · Review the agreement clause by clause, for the manager and for a smaller investor.
Reviewer checklist · Review the memorandum section by section, from the summary of terms to the tax and ERISA disclosures.
Reviewer checklist · Review the admission mechanics, investor representations and the changes for a manager outside the United States.
Reviewer checklist · Review the eligibility, benefit-plan, tax, anti-money-laundering, bad-actor and new-issue questions.
