The Hedge Fund Limited Partnership Agreement is a foundational document used when establishing an investment vehicle in the United States. It's essential for compliance with federal and state securities laws, including the Investment Company Act of 1940 and Investment Advisers Act. The agreement typically includes provisions for capital contributions, profit sharing, management fees, investment restrictions, and withdrawal rights. It's particularly important for funds seeking exemptions under Sections 3(c)(1) or 3(c)(7) of the Investment Company Act and must address accredited investor requirements under Regulation D.
Hedge Fund Limited Partnership Agreement for the United States
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Hedge Fund Limited Partnership Agreement
"Need a Hedge Fund Limited Partnership Agreement for a new multi-strategy fund launching in March 2025, targeting institutional investors with a minimum investment of $10 million, with specific ERISA provisions and side letter capabilities for large investors."
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1. Parties: Identifies the General Partner, Limited Partners, and any other key parties
2. Background: Sets forth the purpose of forming the partnership and basic structure
3. Definitions: Defines key terms used throughout the agreement
4. Formation of Partnership: Legal establishment of the partnership and its basic characteristics
5. Capital Contributions: Terms governing initial and subsequent capital contributions
6. Management: Powers and duties of the General Partner
7. Allocation of Profits and Losses: How profits and losses are distributed among partners
8. Distributions: Rules for making distributions to partners
9. Transfer Restrictions: Limitations on transfer of partnership interests
10. Dissolution and Liquidation: Circumstances and procedures for winding up the partnership
1. ERISA Provisions: Required if accepting pension fund investments - include when fund accepts ERISA plan assets
2. Side Letter Provisions: Specific terms for certain investors - include when offering special terms to specific investors
3. Tax Matters: Specific tax elections and procedures - include when special tax considerations apply
4. Foreign Investor Provisions: Special provisions for non-US investors - include when accepting foreign investors
1. Subscription Agreement: Document for investors to subscribe to the partnership
2. Investor Questionnaire: Confirms investor qualification status
3. Investment Guidelines: Detailed investment restrictions and policies
4. Fee Schedule: Detailed breakdown of management and performance fees
5. Form of Transfer Agreement: Standard form for transferring partnership interests
6. ERISA Questionnaire: For determining ERISA status of investors
7. Tax Exhibits: Required tax forms and certifications
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