Private Placement Memorandum
(Hedge Fund Limited Partnership Interests) (DE)

Summary

This private placement memorandum for the offering of limited partnership interests in a hedge fund formed in Delaware includes the major sections that legal counsel would be expected to draft initially: the outside and inside front cover, the summary of terms, risk factors, and regulatory disclosures. In addition, tax counsel would prepare substantive disclosures regarding the potential tax consequences of an investment. This template includes practical guidance and drafting notes. Additional sections to be prepared in collaboration with the hedge fund manager (such as the section on investment objective and strategy) are described in the practice note Hedge Fund and Its Offering: Drafting and Reviewing the Key Documentation. This private placement memorandum and its provisions are intended only as an example and, therefore, the provisions contained herein may not be appropriate for all hedge fund offerings and should only be relied upon as a general guide when drafting a private placement memorandum for an actual offering. When drafting a private placement memorandum for an actual offering, legal counsel should refer to the hedge fund's limited partnership agreement to ensure consistency between the provisions in the partnership agreement and the terms described in the summary of terms section, and in the risk factors section, counsel should include risk factors that apply to investing in hedge funds generally and risk factors specific to the hedge fund's particular investment strategy and trading activities (such as investments in distressed debt instruments). For additional hedge fund formation resources, see: • Hedge Fund and Its Offering: Drafting and Reviewing the Key Documentation • Hedge Funds Structure and Organization • Private Investment Fund/ Hedge Fund Investor Questionnaire • Operating Agreement (Hedge Fund) (Delaware LLC) For more information on private placements, see Private Placements Resource Kit. For a full listing of key content covering offering documents for securities offerings, see Offering Documents Resource Kit.