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Hedge Fund Partnership Agreement
"I need a Hedge Fund Partnership Agreement for a new cryptocurrency-focused fund launching in March 2025, based in Ontario, Canada, with a target of $50M AUM and a 2/20 fee structure, including specific provisions for digital asset custody and valuation."
1. Parties: Identification of the General Partner, Initial Limited Partner(s), and the Partnership entity
2. Background: Context of the agreement and establishment of the hedge fund partnership
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation and Name: Legal establishment of the partnership and its official name
5. Investment Objectives and Strategy: Detailed description of the fund's investment approach and objectives
6. Capital Contributions: Terms governing initial and subsequent capital contributions
7. Capital Accounts: Management and maintenance of partners' capital accounts
8. Allocation of Profits and Losses: Method for allocating partnership profits and losses among partners
9. Distributions: Policies and procedures for making distributions to partners
10. Management Fee and Performance Fee: Structure and calculation of management and performance fees
11. Powers and Duties of General Partner: Rights, responsibilities, and authority of the General Partner
12. Rights and Obligations of Limited Partners: Scope and limitations of Limited Partners' rights and duties
13. Transfer of Partnership Interests: Rules governing the transfer of partnership interests
14. Withdrawals: Terms and procedures for partner withdrawals
15. Reports and Valuations: Requirements for financial reporting and asset valuation
16. Termination and Dissolution: Procedures for terminating and dissolving the partnership
1. ERISA Provisions: Required when accepting investments from U.S. employee benefit plans subject to ERISA
2. Tax Elections: Specific tax elections and treatments if the fund has special tax considerations
3. Side Letter Provisions: Framework for managing side letters with specific investors when applicable
4. Co-Investment Rights: Terms governing co-investment opportunities if offered to certain partners
5. Parallel Fund Provisions: Required when operating parallel fund structures for different investor classes
6. Seed Investor Rights: Special rights and terms for seed investors if applicable
7. Key Person Provisions: Terms addressing key person events if the strategy is dependent on specific individuals
8. Alternative Investment Vehicles: Provisions for establishing alternative vehicles for certain investments or investors
1. Schedule A - Investment Guidelines: Detailed investment restrictions, limitations, and guidelines
2. Schedule B - Subscription Agreement: Form of agreement for new limited partners joining the fund
3. Schedule C - Fee Schedule: Detailed breakdown of all fees and expenses
4. Schedule D - Valuation Policy: Detailed methodology for valuing fund assets
5. Schedule E - Risk Factors: Comprehensive disclosure of investment and operational risks
6. Schedule F - Tax Considerations: Overview of tax implications for partners
7. Schedule G - Anti-Money Laundering Requirements: AML procedures and requirements for partners
8. Schedule H - Privacy Policy: Fund's privacy policy and data protection procedures
9. Appendix 1 - Form of Transfer Agreement: Template for transferring partnership interests
10. Appendix 2 - Form of Withdrawal Notice: Standard form for partner withdrawal requests
Authors
Financial Services
Investment Management
Asset Management
Private Equity
Alternative Investments
Banking
Professional Services
Wealth Management
Financial Technology
Securities Trading
Legal
Compliance
Investment Management
Risk Management
Operations
Finance
Administration
Trading
Investor Relations
Executive Management
Chief Investment Officer
Portfolio Manager
Fund Manager
Legal Counsel
Compliance Officer
Risk Manager
Chief Financial Officer
Investment Analyst
Managing Director
General Counsel
Chief Operating Officer
Director of Operations
Fund Administrator
Partner
Managing Partner
Investment Director
Chief Compliance Officer
Head of Trading
Senior Investment Manager
Investor Relations Manager
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