Offering Advice & Services to Traders | Investors | Funds
SEC Form D, Form U-2 and New York Form 99
Do You Know When to File SEC Form D? Form D is filed with the SEC by hedge funds relying a Regulation D exemption or Section 4(6) of the Securities Act of 1933. Issuers must file Form D 15 calendar days after the date of the first sale of securities in the offering. In addition, Form D must be filed to correct a material mistake of fact or error in the previously filed notice (as soon as practicable after discovery of the mistake or error). As of March 16, 2009, hedge funds selling securities under Regulation D must electronically file Form D with the SEC. Prior to March 15, 2009, hedge funds issuers were allowed to file Form D by mailing a paper copy to the SEC. Issuers filing Form D electronically with the SEC must become EDGAR filers by obtaining a unique Central Index Key ("CIK") number and related access codes. The new procedure is complicated.
Form D Annual Filing Requirement Form D must be filed annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.
Selling Your Hedge Fund Before a hedge fund interest (e.g., a security) is sold in any state there must be a registration in place to cover the transaction. Most states provide for transactional exemptions for Regulation D private offerings (e.g., your hedge fund) provided there is full compliance with SEC Rules 501-503 of Regulation D. While not requiring registration most states require filings or place additional conditions on exemptions available for sales of shares under Regulation D. Sales by Brokers, Finders and Placement Agents Similarly, every brokerage firm, every issuer selling its own securities and an individual broker or issuer representative (i.e., finder) engaged in selling securities in a state, must also be registered in the state, or otherwise exempt from such registration requirements.
State Law Caution Before offering any hedge fund for sale in any state you should ask a blue sky lawyer to review the applicable state blue sky laws and prepare and file any necessary state filings to permit the offering to be made in the particular state. State blue sky laws are a complicated web of regulations from 50 different states.
State Regulation of Offers and Sales of Hedge Fund Securities State securities laws do not regulate the operations of hedge funds. Although states do not regulate hedge funds directly, they may regulate them indirectly through the funds' investment adviser or by regulating the offer and sale of interests in the hedge funds. Because of federal preemption and the availability of exemptions from adviser registration, most do not regulate the offer and sale of interests in hedge funds.
Adoption of the National Securities Markets Improvements Act of 1996 (NSMIA) greatly reduced state regulation of offers and sales of hedge fund securities. Most hedge funds issue securities in offerings that are exempt from registration under the Securities Act, in reliance upon Rule 506 of Regulation D, and are therefore "deemed covered securities" under Section 18 of the Securities Act. Under Section 18, covered securities are exempt from state regulations that: (1) require the registration or qualification of securities or securities transactions; (2) impose any requirements related to disclosure documents used in an offering; or (3) impose any merit regulation of such offerings. State Security Law Filings Requirement ("Blue Sky Laws") The states' authority to review registration of securities offerings that are offered on a national basis are restricted; however, there are notice and filing requirements in each state, which must still be complied with. Each state has a regulatory agency which administers the law, typically known as the state Securities Commissioner. Anti-fraud regulations are enforced by the SEC; however the states also have the power and authority to bring actions against securities violators pursuant to state law. regulators have authority to conduct investigations and to bring fraud actions. Before selling shares in your hedge fund under the issuer exemption you need to study each state's statutes and regulations before initiating any sales activities in a particular state.
We have observed that while some states may have identical statutory language or regulations covering particular activities or conduct, their interpretation may differ greatly from state to state. For example, in some states you must be wary of the term "offer" as sending a mere summary or term sheet may constitute an offer if it recites price or terms of the offering. Some states require that you file Form D prior to admitting an investor your fund. Some states also require a copy of your offering documents, Form U-2, Form U-2A, Form U-4, and/or an issuer/dealer form.
Don't Wait Too Long to File Allow plenty of time for compliance as many states require the filing of special forms or issuer representations, which require preparation by us and processing time by the state. New York can take as long as four months to process a filing.
New York Form 99 In New York, 4 blue sky filings are required. These filings must be accepted by New York one (1) day before an offering is made to a prospect in New York. New York State filing fees are approximately USD $1,400 and the duration of the exemption from registration obtained under New York's securities laws is four (4) years. How We Can Help You We assist fund managers and other private issuers operating under an exemption pursuant federal and state securities law. Hannah Terhune, veteran hedge fund and tax attorney, can answer your questions and handle most regulatory filings, leaving you free to raise capital and run your business. We are in the business of advising business fund managers with deadlines to meet and immediate need for assistance with state blue sky filings. We can answer your questions quickly and efficiently. Email us or call (307) 213-4732 for help.
Why Hire Us? When you engage us for hedge fund you get a unique combination of securities, tax, and international experience, focused on the trader niche. We have established a leadership position with traders. We are one destination for all your very special hedge fund and trader tax needs. We think we have the best set of offering documents based on the current and ever changing federal, state and offshore securities, commodities, and tax laws. We aim and deliver quick turnaround times, because we understand that our customers want to begin their money management business as soon as possible. We conceive, structure, and deploy the best tax saving strategies into your hedge fund vehicle (for the benefit of the manager and their investors) and your management company. Investors value tax-savings strategies and we utilize all our special knowledge and ideas in this area. Our customers value our one-stop relationship. We will help you start your business and continue to assist you. Our tax services division handles accounting, software, and tax compliance, including all tax matters (tax planning and tax returns). Only one thing counts with us and that's our customer relationships!
Customer Testimonial It was indeed a pleasure working with you and your team at Capital Management Services Group to set up our investment management firm and its associated hedge fund. As someone with deep analytical and trading expertise who is unfamiliar with the complex regulatory environment surrounding hedge funds, I greatly appreciate the advice and clarity you brought to the process of establishing the firm. Your breadth of expertise was invaluable in navigating the plethora of choices to be made and more importantly, it was reflected in your ability to make the necessary filings and obtain approvals from all the regulatory agencies. I am also impressed that your estimate for how long the entire process would take was remarkably accurate. As a new business entity, it was a benefit to our firm that you were able to provide your knowledgeable and comprehensive services at extremely reasonable terms. I would not hesitate to recommend your firm to others seeking to launch or expand investment advisory businesses and hedge funds. Best regards, Dr. Sid Valluri Managing Director Odessa Capital Management LLC Sent December 01, 2008
Customer Testimonial Capital Management Services Group and Hannah Terhune have been instrumental in helping me establish a forex fund. I have been particularly impressed with Hannah's willingness from the beginning to advise me on the various options I had, and in helping me chart the appropriate course given my goals. She was very helpful in addressing and answering my many questions and I greatly appreciate her advice. As someone who was launching his first fund, I've greatly appreciated the support I received from her and her staff. I look forward to my ongoing relationship with Hannah Terhune and CMSG.
Customer Testimonial We began working with Hannah Terhune and Capital Management Services Group in July of 2006. Ms. Terhune has been a very patient and informative source for us as she has maneuvered us through the intricacies of organizing a spot forex fund. In addition to writing our fund offering documents, her firm has guided us through the sometimes overwhelming process of completing the necessary paperwork involved with beginning a fund. Ms. Terhune has continued to be a reliable asset for our company as she has consistently provided us with superior legal advice and assistance. CxDx Sent July 30 2008
Customer Testimonial Hannah and her team were able to set up the management LLC and the hedge LP efficiently and quickly with minimal effort or guidance from me. The fees charged are very reasonable and I would recommend Hannah and her team to anyone interested in setting up a hedge fund. Dxxx Sxxurn Sent December 03, 2008
Customer Testimonial Dear Hannah, Now that the initial workload of establishing my fund is complete and we are up and running, I wanted to take a break and thank you and your staff for the very professional and timely work. As you will recall, we had several conversations about the start-up process over the past couple of years, and it was your patience and encouragement that I could get it done affordably and that I would be in complete compliance that encouraged me to proceed. It is a tribute to your reputation and organization that though I am in a small town in xxxxxxx and we never met in person, I have confidence in the fact that I am represented by someone who is a leader in the legal and tax issues regarding hedge funds. I would be pleased to serve as a reference to anyone who might wish to discuss your services.
Customer Testimonial Hannah While studying for the Series 65 was a challenge, I never imagined how difficult it would be to register as a Registered Investment Adviser. I spent hours upon hours on research but the bureaucracy and the paper work was so overwhelming I found myself ready to give up. That is until I found you. Working with you and your team has been a pleasure. After speaking with you I provided some detailed information and before I knew it I was registered! I still can't believe how smoothly the whole process went. Speaking with you over the past few months has been informative and very enjoyable. I now have the confidence to move ahead with my business because I know that you are there to help. Thank you so so much for everything. Sincerely, Daniel Gxz November 20, 2008
More Reasons to Hire Us When you engage us for hedge fund you get a unique combination of securities, tax, and international experience, focused on the trader niche. We have established a leadership position with traders. We are one destination for all your very special hedge fund and trader tax needs. We think we have the best set of offering documents based on the current and ever changing federal, state and offshore securities, commodities, and tax laws. We aim and deliver quick turnaround times, because we understand that our customers want to begin their money management business as soon as possible. We conceive, structure, and deploy the best tax saving strategies into your hedge fund vehicle (for the benefit of the manager and their investors) and your management company. Investors value tax-savings strategies and we utilize all our special knowledge and ideas in this area. Our customers value our one-stop relationship. We will help you start your business and continue to assist you. Our tax services division handles accounting, software, and tax compliance, including all tax matters (tax planning and tax returns). Only one thing counts with us and that's our customer relationships!
CapitalManagementServicesGroup.com is recognized by discriminating fund managers and traders as being the foremost tax and legal authority in the business. Attorney Hannah Terhune's education and experience are unsurpassed in the area of hedge funds creation and management platforms, and the complex body of tax laws related thereto. Ms. Terhune's exensive knowledge and experience have made her an indispensable resource for serious fund management and trading professionals. Ms. Terhune's articles on the subjects have appeared in over 100 publications worldwide. Chances are, if you have read about the above matters, Ms. Terhune has written about them. Give us the opportunity to use that knowledge and experience for you. CMSG provides the best services and support needed for hedge fund projects and associated activities in one convenient place, saving you time and energy. No need to coordinate work between different firms; we handle the entire process from start to finish. We offer hedge fund and money management accounting, tax services, tax preparation, consulting, entity and retirement plan formation services. Our professionals provide the highest quality services at competitive rates. But don't take our word for it, give us a call and let us prove what we can do for you. Read our Customer Testimonials and learn more About Us.
Personal Consultations and Fees You get answers to your specific questions by speaking directly to Hannah Terhune, an experienced hedge fund attorney. Ms. Terhune's hard-earned knowledge and experience can be put to work to save you unnecessary steps and costly wasted effort. The consult is an invaluable opportunity to speak to Hannah one-on-one, and learn how to achieve more in less time. As a result, you can anticipate that the return on your investment will far outweigh the costs associated with our unsurpassed services. Of course, fees are a necessary part of the consultation. Ms. Terhune's credentials reflect an invaluable resource that combines a well-informed professional practitioner with sound ethical judgment that cannot be over-estimated. The expertise required to recommend best solutions and provide sound advice should never be taken lightly. We are confident that when you are finished with your consultation, you will be impressed and more informed about your business plans than ever before. Call (307) 213-4732 or Click Here to Request Services.
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