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

In the ever-expanding world of hedge funds, one constant remains: managers and sponsors commission the creation of disclosure documents to explain their products and minimize their personal risk exposure. These disclosure documents can be as descriptive – or as opaque – as the manager wants, subject to industry convention and the anti-fraud provisions of the securities laws. Of course, 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.

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. 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 Sections 4.7 and 4.12 of the regulations under the Commodity Exchange Act.