Offering Legal Advice & Services to Traders | Investors | Hedge Funds Hedge Fund Regulatory Filings
Hedge Fund Regulatory (Blue Sky) FilingsThe sale of any hedge fund interest to any U.S. investor triggers federal and state-level filing requirements for your hedge fund. The SEC Form D filing is required for any hedge fund that accepts U.S. investors even if you operate a spot forex, managed futures or commodities fund or your fund is offshore. These filings have nothing to do with whether you are required to be licensed as a fund manager. Contact Us For Help
Regulation D Rule 506 Selling a hedge fund investment is a sale of securities and your fund must obtain an exemption from federal and state registration. The Securities Act of 1933 governs hedge funds and Section 5 of the Securities Act of 1933 requires that all securities be registered with the SEC. Regulation D provide exemptions for hedge funds from federal registration under Rule 504, Rule 505, and Rule 506 and Rule 506 is the most commonly relied upon exemption for hedge funds. Non-advertised offerings are Rule 506(b) offerings and publicly advertised funds are Rule 506(c) offerings. We can advise you on either type of Rule 506 offering and file SEC Form D for your hedge fund even if we did not set it up. Contact Hedge Fund Attorney Hannah Terhune for Assistance
State Exemptions Rule 506 is unique among the Regulation D exemptions. Congress preempted states’ authority to review hedge funds offered under Rule 506 by enacting the National Securities Markets Improvement Act of 1996 (NSMIA). However, all states may require that hedge funds submit a notice filing with the state and pay filing fees. You need to study each state's statutes and regulations before initiating any sales activities in a particular state. While some states have identical statutory language or regulations covering particular activities or conduct, their interpretation may differ greatly from state to state. 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. 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. For example, New York can take as long as four months to process a hedge fund blue sky filing. In New York, four 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. We can file SEC Form D or the State Exemption Filing for your hedge fund even if we did not set it up. Contact Hedge Fund Attorney Hannah Terhune for Assistance
Form D Filings Your hedge fund, if based in the United States or if it has U.S. investors, must file Form D with the U.S. Securities and Exchange Commission (SEC). SEC Form D seems to become more complex every year as the SEC uses the form to gather information about the industry in general. Hedge fund operating in the United States under Rule 506(b) (i.e., unadvertised hedge funds) file Form D within 15 days of the first sale of an interest in your fund. The SEC and state blue sky filings apply whether or not you are registered as an investment advisor and even if your hedge fund focuses on spot forex or commodities. Form D discloses biographical information about the fund and the managers. Form D is not subject to a review or approval by the SEC, but is a required notification document.
Advertised Hedge Funds Under Rule 506(c) In the United States, hedge funds can be advertised and marketed under Rule 506(c). Non-advertised offerings are designated as Rule 506(b) offerings. Rule 506(c) offerings put additional burdens on the fund and require special language in the fund's offering documents. There are additional disclosures required in the offering documents for hedge funds marketed under Rule 506(c). Hedge fund operating in the United States under Rule 506(c) must file Form D at least 15 days prior to the first sale of securities in the offering. Contact Us For Help
Form D Annual Renewals & Material Change Filings A Form D must be filed each subsequent year while your offering remains open. The fund must also disclose any sales compensation that has or will be paid directly or indirectly in connection with the sale of securities. Our law firm prepares and files Form D as part of our flat fee services. Form D must be re-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). Hedge fund 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. Contact Hedge Fund Attorney Hannah Terhune for Assistance
Hedge Fund Regulatory Compliance & Administrative Services Hedge funds are in danger of missing important compliance obligations if they do not stay on top of the sweeping U.S. law changes. Offshore hedge fund managers should not assume that they are exempt from SEC regulation and oversight if they have any U.S. investors. Don't think you can avoid hedge fund compliance by remaining small. The laws have changed dramatically! Anyone engaged in selling hedge funds must also be registered in the state where the selling activity takes place or exempt from broker registration requirements. Contact Hedge Fund Attorney Hannah Terhune for Assistance
Capital Management Service Group, Inc. is dedicated to providing the highest quality of services on a personal level and in a timely manner. We offer flat-fee engagements, which include start-to-finish legal services and counsel with all aspects of launching a domestic or offshore hedge fund. No two funds are identical. We use a client-based approach to our fund structuring and analysis. Our clients routinely comment on the excellence of our personal service and the time we take to properly understand and implement the client’s unique circumstances and objectives. Call Us at +1 (307) 213-4732, Email Us and Read What Our Client Say About Us on LinkedIn
Why Speak With Us? When you speak to us, you gain access to a unique combination of securities, tax, and international experience. We have established a leadership position. We think we have the best set of hedge fund offering documents (and related documents) based on the current and ever changing federal, state and offshore securities, commodities, and tax laws. We have quick turnaround times because we understand that our customers want to begin business as soon as possible. We are one destination for all your legal, tax, accounting and audit needs. Our customers value this one-stop relationship. We will help you start your business and continue to assist you. Only one thing counts with us and that's our customer relationships!
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Capital Management Services Group, Inc. is recognized by discriminating business owners as being the foremost tax and legal authority in the hedge fund industry. Attorney Hannah Terhune's education and experience are unsurpassed in the area of hedge fund creation, development and launch. Ms. Terhune's extensive international tax knowledge and hedge fund experience have made her an indispensable resource for serious hedge fund and business professionals. Ms. Terhune's numerous articles on the subjects have appeared in over 100 publications worldwide. Chances are, if you have read anything related to the hedge fund business, Ms. Terhune wrote it.
Why Hire Us? When you engage us you get a unique combination of securities, tax, and global business experience. We think we have the best set of offering documents in the industry for hedge funds based on current and ever changing laws. We aim to 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 for your hedge fund business. We will help you start your business as soon as possible and continue to assist you.
Give us the opportunity to use that knowledge and experience for you. Each client receives personalized attention from our attorneys and staff. No client is too large or small for us. We pride ourselves in providing personal attention to each client. We provide the best services and support needed for hedge funds and business projects. No need to coordinate work between accounting, administrative and law firms--we handle the entire hedge fund business process from start to finish. We offer legal services, accounting services, tax planning services, tax return preparation services, business consulting services, and U.S. and offshore company formation services. We provide high 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.
Personal Consultations You get answers to your specific questions by speaking directly to Hannah Terhune, an experienced hedge fund and international tax 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. Ms. Terhune's credentials and experience gives you access to a well-informed professional practitioner with sound ethical judgment. The availability of such expertise required to recommend the best solutions to you and provide sound ethical 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 +1 (307) 213-4732 or Click Here to Request Services.
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