I am considering setting up a personal kind of hedge fund / stock portfolio among friends.

I am trying to figure out what kind of a legal agreement I should have them sign for investing with me to define what their responsibilities and expectations of such a relationship are.

I tried to search online for such information but I am unsure of what these documents would be called. What should I be looking for?

  • Who will make the investment decisions? Will it be a) only you, or b) you and your friends by consensus? Mar 4, 2012 at 10:55
  • 1
    I would be the one making the sole decisions.
    – eWizardII
    Mar 4, 2012 at 12:11

2 Answers 2


Sounds like you are starting an investment club.

What you need is an investment club partnership agreement. Have a look at this free document.


Based on OP's comments, it appears that the OP will be acting as an adviser/manager of a private investment fund. If the fund is not open to the public, it may still be treated as a type of investment club, but different rules -- including possibly having to register with the SEC -- may apply (quoted from the first link):

If the adviser is compensated for providing the advice regarding the club's investments, the adviser may need to register according to the Investment Advisers Act of 1940. Also, if one person selects investments for the club, that person may have to register as an investment adviser.

In general, a person who has $25 million or more in assets under management is required to register with the SEC under the Investment Advisers Act of 1940.

A person managing less than $25 million may be required to register under the securities laws of the state or states in which the adviser transacts business.

  • In an investment club, the partners decide on which investments shall be made, which sold, etc. I thought that it sounded like the OP is creating an investment company in which he would be the sole authority on deciding where his friends' money (and presumably his), would be invested, in which case SEC registration would be required. Mar 4, 2012 at 1:29
  • Correct, I would be the sole authority, so I guess I will need to register although the response by Patches seem to indicate I don't?
    – eWizardII
    Mar 4, 2012 at 12:32
  • @eWizardII "...although the response by Patches seem to indicate I don't?" Actually, Patches's answer said that you need to register as an Investment Company with the SEC while it is The English Chicken who commented that SEC registration might not be necessary. Mar 4, 2012 at 13:33
  • I updated my answer. Mar 4, 2012 at 17:31

You have to register with the SEC as an Investment Company. The SEC has a "Investment Company Regulation and Registration Package", available here: http://www.sec.gov/divisions/investment/invcoreg121504.htm

I found that off their overall page for funds and advisors: http://www.sec.gov/divisions/investment.shtml

Finally, bear in mind that your state may have various requirements as well.

  • 1
    SEC registration may not be necessary. See sec.gov/investor/pubs/invclub.htm Mar 3, 2012 at 20:23
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    @TheEnglishChicken Yea; it really depends on how far the poster wants to take it. --And how far he might want to take it if it's a successful endeavor for him.
    – Patches
    Mar 6, 2012 at 5:20

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