Appendix B
Example of Material Included in an Onshore Document
The material included in this appendix has been supplied by Ron Geffner, partner in charge of the hedge fund practice at the New York–based law firm Sadis & Goldberg LLP. The blanks are to be filled in by the manager prior to launch.
Overview
Description of Interests and Structure
[ ] (“Partnership”), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (“Partnership Act”), is offering limited partnership interests in the Partnership (“Interests”) in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder. Generally, only persons who are Accredited Investors and Qualified Clients (as such terms are defined under the federal securities laws) may purchase Interests.
The Partnership was formed to pool investment funds of its investors (each a “Limited Partner” and, collectively, “Limited Partners;” and the General Partner (as defined below) together with Limited Partners shall be referred to as “Partners”) to be managed by a number of investment managers selected by the General Partner (“Managers”). The minimum investment amount is $ [ ], although the General Partner has discretion to accept lesser amounts. Generally, new Limited Partners will be admitted on the first day of each month and withdrawals are on a quarterly basis, subject to a one-year lock-up and certain other restrictions. The ...
