The Hedge Fund LLC Operating Agreement is a foundational document used when establishing and operating a hedge fund in Canada. This agreement is essential for investment management firms seeking to create a formal legal structure for their hedge fund operations while ensuring compliance with Canadian securities laws and regulations. The document serves multiple crucial purposes: it establishes the fund's governance structure, outlines capital contribution requirements, defines investment strategies and restrictions, sets forth fee arrangements, and specifies investor rights and obligations. It must comply with provincial securities legislation, National Instruments 31-103 and 81-102, and other relevant Canadian regulatory requirements. The agreement is particularly important as it provides the legal framework for managing investor capital, protecting all parties' interests, and ensuring transparent fund operations.
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1. Parties: Identification of all members, managers, and the LLC entity
2. Background: Context of the agreement and formation of the hedge fund LLC
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Formation and Purpose: Legal formation details and primary business purpose of the hedge fund
5. Capital Contributions: Rules regarding initial and additional capital contributions, capital accounts
6. Membership Interests: Classes of interests, rights, and obligations of members
7. Management and Control: Management structure, voting rights, and decision-making processes
8. Investment Strategy and Restrictions: Fund's investment objectives, strategies, and limitations
9. Fees and Expenses: Management fees, performance fees, and fund expense allocation
10. Distributions: Rules for profit distribution and loss allocation
11. Transfer Restrictions: Limitations on transfer of membership interests
12. Books and Records: Record-keeping requirements and member access rights
13. Tax Matters: Tax treatment, allocations, and reporting obligations
14. Dissolution and Liquidation: Procedures for fund dissolution and asset distribution
15. General Provisions: Miscellaneous legal provisions including governing law, amendments, notices
1. Side Letter Provisions: Include when certain investors receive special rights or terms
2. FATCA Compliance: Include for funds with US investors or investments
3. ESG Investment Policy: Include for funds with environmental, social, and governance focus
4. Seed Investor Rights: Include when there are early-stage strategic investors with special rights
5. Co-Investment Rights: Include when allowing members to co-invest in specific opportunities
6. Key Person Provisions: Include when fund success depends on specific individuals
7. Advisory Committee: Include when establishing an investor advisory committee
8. Multiple Share Classes: Include when offering different classes of fund interests
1. Schedule A - Member Registry: List of all members and their capital commitments
2. Schedule B - Investment Guidelines: Detailed investment policies and restrictions
3. Schedule C - Fee Structure: Detailed breakdown of management and performance fees
4. Schedule D - Subscription Agreement: Standard form for new member subscriptions
5. Schedule E - Valuation Policy: Methodology for valuing fund assets
6. Appendix 1 - Risk Factors: Disclosure of investment and operational risks
7. Appendix 2 - Tax Considerations: Detailed tax implications for investors
8. Appendix 3 - Conflict Resolution Procedures: Detailed procedures for handling disputes
9. Appendix 4 - Compliance Manual: Regulatory compliance procedures and policies
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