Hedge Fund Disclosure Documents Line by Line, 2nd Edition: A User's Guide to Private Placement Memoranda for Funds Formed as Limited Liability Companies

Managers and sponsors of hedge funds and funds of funds commission the creation of disclosure documents to explain their products and minimize their personal risk exposure. These disclosure documents can be descriptive, but often end up being dense and opaque. Industry convention and the anti-fraud provisions of the securities laws govern how these documents are prepared. The more opaque the disclosure document is, the less likely the disclosure document will adequately describe the plan, the purposes, and the risks of investment, and accomplish the legal objective of true, complete, and accurate disclosure. Recent market retrenchment, beginning with the credit crisis in 2008, tested hedge fund disclosures like no time in the recent past.This second edition of Hedge Fund Disclosure Documents Line by Line capitalizes on this recent economic trauma by rewriting and expanding the fund disclosure to address modern hedge fund risks, while at the same time providing the user with a useful guide to the intricacies of the issues presented by the contemporary investment environment.

The document analyzed in this publication, the confidential Private Placement Memorandum of the ABC Fund, LLC is one of the more expansive documents presently in the marketplace, and contains the proverbial "kitchen sink" of risk disclosure and descriptive materials along with explanatory notes. While not as comprehensive as the required prospectus and statement of additional information of a fund registered under the Investment Company Act of 1940, the ABC Fund has elected to meet the disclosure requirements not only of Regulation D under the Securities Act of 1933, but also regulations under the Commodity Exchange Act.

A CD-ROM is included, which provides searchable PDF and Word versions of the book and sample agreements.

About the Author

Gregory J. Nowak, Esq. is a partner in the Philadelphia and New York offices of Pepper Hamilton LLP, where he concentrates his practice in securities law, particularly in representing investment management companies, hedge funds broker dealers, and other clients on matters arising under the Investment Company Act of 1940, the related Investment Advisers Act of 1940, and the Securities Act of 1933. He advises broker dealers on Securities Exchange Act issues and FINRA compliance. Mr. Nowak also handles mergers and acquisitions, corporate law matters, and regulated investment company tax work.