US Hedge Fund-LP 506(b) [2022]
This professionally crafted Hedge Fund PPM Template for Limited Partnerships is built for Regulation D Rule 506(b) offerings and structured under Section 3(c)(1) of the Investment Company Act of 1940. Unlike many generic, one-size-fits-all Private Placement Memorandum templates, this PPM is a real-world legal document—previously used in successful capital raises and drafted by experienced securities attorneys.
Perfect for fund attorneys, entrepreneurs, and business owners seeking a cost-effective yet compliant fundraising solution, this template is designed for private offerings without public solicitation. It allows you to raise capital through a pre-existing investor network while remaining fully compliant with SEC disclosure requirements.
This PPM template includes robust sections on fund structure, risk disclosures, investor qualifications, offering terms, and partnership mechanics—all tailored for a Limited Partnership (LP) structure. Whether you are forming your first hedge fund or assisting a client with a private raise, this document provides a solid foundation and professional presentation to accelerate the capital formation process.
You simply update the key variables—such as fund name, investment strategy, management and performance fees—and send it to your legal counsel for final review. Most users save $10,000 to $40,000 in legal fees compared to commissioning a PPM from scratch, while retaining the legal credibility and investor confidence necessary for a successful offering.
UPDATE FOR 2022
Highlights:
- Regulation Rule 506(b)
- Can be used in all U.S. States
- No General Advertising or Solicitation
- Accredited Investors and up to 35 non-accredited investors
- Raise any amount of capital
- Form D Filing within 15 days after receiving first investment
- Used by LLCs, LPs, S Corps, C Corps, Hedge Funds, Real Estate Funds, Private Equity
This private placement memorandum is structured with a management fee, performance (carried interest) fee, lockup period, high water mark, ERISA & tax summary, and state jurisdictional legends.
Included in this package:
- Hedge Fund PPM Limited partnership agreement (Word-23 pages)
- 506(b) Private Placement Memorandum (MS Word)
- Investor questionnaire & Subscription Agreement (MS Word 21 pages)
- Investment Management Agreement (MS Word)
- Foreign Country Legend (MS Word)
- U.S. State Jurisdictional Legends (MS Word)
- Accredited Investor Verification Letter-506(c) (MS Word)
- AML/Patriot Act Certification Letter (Word/Pdf)
- SEC Form D
- Form U-2 Securities Registration Form
- PPM distribution list (excel)
- UPDATED May 2015
Preview Sample Here
