Documentation Basics: 

A private investment fund (whether it is structured as a company, limited partnership, LLC or a unit trust) will have highly-customised constitutional documentation (making it different to a standard offshore company), alongside Fund Manager-driven documents covering fund specifics. 

Fund-level Documentation: 

The investment fund will have two core documents covering the fund specifics, such as the anticipated investment objective/investment strategy and the risk factors that are relevant to the fund.

  • Offering Documentation: Typically either a short-form Term Sheet, a medium-length Offering Memorandum or a Private Placement Memorandum.

  • Subscription Agreement: The formal contract between the Fund and the investor.

Entity-level Documentation: 

The constitutional documentation of the Fund will depend on the legal form that it will use and will be highly customised, as compared to a SPV.

In the case of a company (such as a British Virgin Islands Business Company): 

  • Memorandum of Association

  • Articles of Association

In the case of a partnership (such as an English Private Fund Limited Partnership): 

  • Limited Partnership Agreement

In the case of a LLC (such as a Delaware LLC): 

  • Articles of Organisation

  • LLC Operating Agreement

In the case of an unit trust (such as the Cayman Islands Unit Trust): 

  • Trust Deed

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