Hedge funds and other alternative investment funds developed on the basis of exceptions from the securities legislation enacted in the U.S. in the 1940s to regulate collective investment undertakings. The purpose of the exceptions was to exclude “private investment companies” and personal and family holding companies from the scope of legislation, but the SEC “knowingly permitted any group of up to 100 people to create a private investment pool.”

A hedge fund is usually structured as a limited partnership or limited liability company to give the general partner (the fund manager) a share of the profits earned on the limited partners or members (the investors) money. The profit sharing (referred to as a “performance fee” or an “incentive allocation” if referring to an onshore fund) is typically 20 to 30 percent of the fund’s profits. Management fees are typically 1 to 2 percent of assets under management and are paid to support the cost of day-to-day fund operations.

US Domestic Fund Formation
• Form the fund and investment manager entities
• Obtain EIN number for entities
• Fund Limited Partnership Agreement
• Investment Manager Limited Liability Operating Agreement
• Full colour fund offering document (PPM)
• Full colour subscription agreement and investor questionnaire
• Full colour fund fact sheet
• Obtain SEC EDGAR access
• Prepare and file documents for exemption registration (Form D) with the SEC (fee included)
• Prepare and file “blue-sky” notice in state where first security sale occurs**
• Consult on selecting your prime brokerage
• Introduction to a professional fund administrator
• Assist in selecting your auditor

** Additional disbursements (extra):
• State “blue sky” fee (varies from $300 to $1,800)


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