US Hedge Fund-LLC 506(b) [2022]

This professionally drafted Hedge Fund PPM Template for 506(b) offerings is structured for a U.S.-based LLC under Section 3(c)(1) of the Investment Company Act of 1940. Unlike many generic templates on the market, this is a real-world Private Placement Memorandum —used successfully to raise capital from accredited investors in a Regulation D 506(b) exempt offering.

Tailored for attorneys, startup fund managers, entrepreneurs, and business owners, this PPM is fully editable and designed for offerings that rely on pre-existing relationships and investor suitability rather than public solicitation. Whether you’re launching a new hedge fund, syndicating a private real estate project, or advising a client on exempt offerings, this document provides a strong legal foundation for your raise.

With built-in disclosure language, detailed risk factors, and Reg D compliance sections, the template allows you to save $10,000–$40,000 in legal drafting costs. Simply update key terms, review with legal counsel, and circulate to qualified investors. It’s the fastest way to stay compliant, protect your interests, and move confidently from structure to capital raise.

UPDATED 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 Liability Company Operating 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 (Pdf)
• SEC Form D
• Form U-2 Securities Registration Form
• PPM distribution list (excel)

Preview Sample Here