Hedge Fund Offering Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Hedge Fund Offering Memorandum

"I need a Hedge Fund Offering Memorandum for a new long/short equity fund targeting institutional investors in the UK and Europe, with a minimum investment of £5 million and quarterly redemption terms, to be launched in March 2025."

Document background
The Hedge Fund Offering Memorandum is a crucial document used when launching or marketing a hedge fund to potential investors in England and Wales. It serves as the primary disclosure document, providing comprehensive information about the fund's strategy, risks, terms, and operations. The document must comply with UK regulatory requirements, including FCA regulations and the Financial Services and Markets Act 2000. The Offering Memorandum is essential for ensuring transparent communication with investors while protecting the fund manager from potential liability through proper risk disclosure.
Suggested Sections

1. Important Information and Disclaimer: Legal disclaimers, regulatory notices, and key risk warnings required under FSMA and FCA regulations

2. Directory: Contact information for key service providers including investment manager, administrator, custodian, auditor

3. Executive Summary: Overview of the fund, investment strategy, and key terms in compliance with FSMA and AIFMD requirements

4. Investment Program: Detailed description of investment objectives, strategies, and restrictions as required by FCA COLL and FUND sourcebooks

5. Risk Factors: Comprehensive disclosure of all material risks as required by FSMA and FCA regulations

6. Management and Administration: Details of the fund's management team and service providers, including regulatory status and responsibilities

7. Fees and Expenses: Complete fee structure including management and performance fees, with transparency requirements under AIFMD

8. Subscription and Redemption Procedures: Process for investing in and withdrawing from the fund, including all regulatory requirements

Optional Sections

1. Tax Considerations: Tax implications for different investor types and jurisdictions, included when marketing to multiple tax jurisdictions

2. ERISA Considerations: US pension fund regulatory requirements, included when accepting US pension fund investors

3. Regulatory Disclosures: Jurisdiction-specific regulatory information based on target investor markets

Suggested Schedules

1. Subscription Agreement: Legal agreement for fund subscription including investor representations and warranties

2. Anti-Money Laundering Documentation Requirements: Required KYC/AML documentation by investor type as per Money Laundering Regulations 2017

3. Performance History: Historical performance data if available, presented in accordance with FCA requirements

4. Investment Manager Track Record: Investment manager's historical performance and regulatory compliance history

5. Net Asset Value Calculation Methodology: Detailed explanation of NAV calculation process and valuation principles

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Financial Services and Markets Act 2000 (FSMA): Primary UK legislation governing financial services regulation, including the establishment, marketing and operation of investment funds

Companies Act 2006: Core company law legislation affecting corporate structure, governance, and documentation requirements

UK AIFMD Implementation: Implementation of Alternative Investment Fund Managers Directive in UK law, governing hedge fund managers' operations, reporting and compliance requirements

Financial Promotion Order 2005: Regulations governing how financial products, including hedge funds, can be marketed and promoted in the UK

FCA Handbook - COLL: Collective Investment Schemes sourcebook providing detailed regulations for investment funds

FCA Handbook - FUND: Investment Funds sourcebook specifically focused on alternative investment funds

FCA Handbook - PRIN: Principles for Businesses setting out fundamental obligations for regulated firms

FCA Handbook - SYSC: Senior Management Arrangements, Systems and Controls requirements for regulated firms

Money Laundering Regulations 2017: Anti-money laundering requirements affecting fund operations and investor due diligence

UK Market Abuse Regulation: Regulations preventing market abuse and insider trading, retained in UK law post-Brexit

Data Protection Act 2018: UK's primary data protection legislation, including UK GDPR implementation, affecting investor data handling

Proceeds of Crime Act 2002: Legislation concerning dealing with proceeds of crime, relevant for investor acceptance and fund operations

US Securities Laws: Consideration of US securities laws if marketing to US investors, including Securities Act of 1933 and Investment Company Act of 1940

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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