# 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.

Canonical page: <https://openagreements.org/toolkits/form-a-private-fund>

This toolkit links existing OpenAgreements resources and does not restate their legal content. Each linked resource states its own scope, sources and review date.

## Resources

- [Hedge Fund Formation](https://openagreements.org/practice-guides/fund-formation/us/hedge-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.
- [The Hedge Fund Limited Partnership Agreement](https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-limited-partnership-agreement) — 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.
- [The Hedge Fund Private Placement Memorandum](https://openagreements.org/practice-guides/fund-formation/us/hedge-fund-private-placement-memorandum) — Practice guide. Matching the memorandum to the partnership agreement, strategy, risk factors, conflicts of interest, service providers, taxes and retirement-plan investors.
- [Private Fund Templates](https://openagreements.org/templates#group-fund-formation) — Template. Browse every private-fund form, including the versions for a manager outside the United States.
- [Hedge Fund Limited Partnership Agreement](https://openagreements.org/templates/openagreements-hedge-fund-limited-partnership-agreement) — Template. The fund’s governing agreement for a Delaware limited partnership relying on Section 3(c)(1), with subscriptions and withdrawals on stated dates.
- [Hedge Fund Private Placement Memorandum](https://openagreements.org/templates/openagreements-hedge-fund-private-placement-memorandum) — Template. A memorandum skeleton for offering the fund’s interests under Rule 506 of Regulation D.
- [Hedge Fund Subscription Agreement](https://openagreements.org/templates/openagreements-hedge-fund-subscription-agreement) — Template. The investor’s application to buy a limited partnership interest, drafted for the manager’s side.
- [Hedge Fund Investor Questionnaire](https://openagreements.org/templates/openagreements-hedge-fund-investor-questionnaire) — Template. Collects the eligibility, benefit-plan, tax and anti-money-laundering facts the general partner needs before admitting a subscriber.
- [Hedge Fund Subscription Agreement (Manager Outside the U.S.)](https://openagreements.org/templates/openagreements-hedge-fund-subscription-agreement-non-us-manager) — Template. The subscription agreement with the terms that change when the investment manager’s principal office is outside the United States.
- [Hedge Fund Investor Questionnaire (Manager Outside the U.S.)](https://openagreements.org/templates/openagreements-hedge-fund-investor-questionnaire-non-us-manager) — Template. The questionnaire with the questions that change for a manager outside the United States, including each investor’s United States status.
- [Fund Formation Reviewer Checklists](https://openagreements.org/checklists/fund-formation) — Reviewer checklist. Choose the checklist for the document you are reviewing.
- [Hedge Fund Limited Partnership Agreement Reviewer Checklist](https://openagreements.org/checklists/fund-formation/hedge-fund-limited-partnership-agreement) — Reviewer checklist. Review the agreement clause by clause, for the manager and for a smaller investor.
- [Hedge Fund Private Placement Memorandum Reviewer Checklist](https://openagreements.org/checklists/fund-formation/hedge-fund-private-placement-memorandum) — Reviewer checklist. Review the memorandum section by section, from the summary of terms to the tax and ERISA disclosures.
- [Hedge Fund Subscription Agreement Reviewer Checklist](https://openagreements.org/checklists/fund-formation/hedge-fund-subscription-agreement) — Reviewer checklist. Review the admission mechanics, investor representations and the changes for a manager outside the United States.
- [Hedge Fund Investor Questionnaire Reviewer Checklist](https://openagreements.org/checklists/fund-formation/hedge-fund-investor-questionnaire) — Reviewer checklist. Review the eligibility, benefit-plan, tax, anti-money-laundering, bad-actor and new-issue questions.