Non-Accredited Investors in Hedge Funds

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Many start-up hedge fund managers want to know if their friends and family can invest in the start-up hedge fund.  Most of the time, such friends and family do not fall within the definition of accredited investor under the Regulation D rules. The regulation D rules allow a maximum of 35 non-accredited investors to invest in any single offering.  Because a hedge fund offering is continuous, the limit of 35 non-accredited investors is cumulative.  That means that over the life of the fund there can be no more than 35 non-accredited investors (as opposed to 35 non-accredited investors in the fund at any single point in time). Continue reading →

BVI Offshore Hedge Fund – BVI Entity Formation and Costs

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British Virgin Islands Hedge Funds

The British Virgin Islands (BVI) is the second most popular jurisdiction for offshore hedge funds behind the Cayman Islands.  In many ways the offshore hedge fund formation process is better in the BVI, and it is certainly much cheaper.  This article will detail the costs to establish a management company and a hedge fund in the BVI.  It will also detail to costs for BVI registered agent services. Continue reading →

Hedge Funds Blindsighted by Massive Ponzi Scheme

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According to a SEC release this morning (and every other financial news agency), major hedge funds, banks and other financial institutional were caught in a Ponzi scheme of epic proportions.  While it is hard to believe that such large groups were blindsighted by this, it does showcase the fact that fraud can happen to even sophisticated investors and that hedge fund due diligence (an ongoing due diligence) is absolutely required.  The SEC release is reprinted below. Continue reading →

Alabama Hedge Fund Law – Regulation D Filings

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In our continuing effort to expand our hedge fund law resources on this blog, we will be posting statutes and other legal resources from each of the states.  Because each state has different laws and enforces those laws differently, hedge fund lawyers often discuss state specific hedge fund issues with the securities division prior to providing advice to clients.  The post below provides information on Alabama’s regulation D requirements.  Please contact us if you would like to establish an Alabama hedge fund or have questions on Alabama investment advisory issues. Continue reading →

Discussion of NFA Compliance Rule 2-29 (Forex Advertising)

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NFA Compliance Rule 2-29 is important right now for those commodity pool operators and commodity trading advisors who also trade in the spot forex market.  If the CFTC approves a rule adjustment by the NFA (see NFA Announces New Forex Rules), such CPOs and CTAs (who are NFA members) will need to make sure that all of their activity with regard to their forex trading activities conforms to the requirements of NFA Compliance Rule 2-29.

NFA Compliance Rule 2-29 is also important because the CFTC is expected to propose rules requiring managers who trade in the Forex markets, and who are not regisitered as CPOs or CTAs, to register with the CFTC.  In the event such registration rules go forward, it is likely that such Forex managers will need to follow Compliance Rule 2-29.  This article details the important aspects of this rule.  Continue reading →

Segregated Portfolio Companies for Offshore Hedge Funds

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Hedge Fund Segregated Portfolio Companies

A segregated portfolio company (SPC) is a single entity structure which contains a series of segregated portfolios (sometimes referred to as “cells”), each of which is regarded as a separate legal entity for asset protection purposes.  For offshore hedge funds, the segregated portfolio company is the functional equivalent to the domestic hedge fund series LLC.  This article will detail: SPC jurisdictions, SPC Offshore structures, SPC offering documents, SPC advantages and SPC disadvantages. Continue reading →

NFA Makes Two Separate Announcements on New Forex Rules

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(www.hedgefundlawblog.com) Today the NFA made two separate announcements regarding proposed new forex rules.  The announcements follow a series of similar announcements last week regarding new forex rules (see NFA Continues to Pursue Forex Regulation for Current Forex Dealer Members).  The first announcement dealt with additions to Compliance Rule 2-36 and related Interpretive Notice Changes.  The second announcement dealt with a completely new forex Compliance Rule 2-43.

NFA Proposes Addition to Compliance Rules 2-36 and Related Interpretive Notices – this announcement contained a hodge-podge of different rules the NFA staff felt needed to be addressed.  The announcement centrally focuses on (i) requirement that forex hypothetical results be subject to the anti-fraud provisions of NFA Compliance Rule 2-29(c),* (ii) require FDMs to have an Associated Person file the required weekly reports, (iii) require FDMs to adopt written policies regarding the calculation of rollover interest charges and payments, and (iv) prohibits FDMs from trading a customer’s account when they are a counterparty to the trade.  Continue reading →

Hedge Fund Series LLC

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The Series LLC

Most hedge funds are structured as either limited partnerships or as limited liability companies (LLCs).  Some hedge funds, however, are structured as series limited liability companies.  The series limited liability company is a relatively new statutorily created entity.  The series LLC is one entity with a group of series each of which is bankruptcy remote from each other series.  This means that the assets of one group or series of assets are protected in the event another group or series of assets becomes subject to suit or other action.  This article discusses the primary uses for the Series LLC in the hedge fund industry, the advantages and disadvantages of the series LLC and other issues involved with the formation of a hedge fund as a series LLC. Continue reading →

Forex Managers and Managed Forex Funds

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Many forex managers use a product called a managed forex fund, which is the equivalent to a mutual fund hedge fund.  In a “managed forex fund,” the manager will invest the assets under the POA with the forex dealer member in the managed fund.  The a trader or traders for the forex dealer member will then manage the pool of assets.  Typically the forex dealer member will receive both a forex management fee as well as a performance allocation.  Many managers will then charge a management fee and a performance allocation (or only one or the other) to the underlying clients. Continue reading →

Wisconsin Based Hedge Funds – Wisconsin Investment Advisory Rules

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One of the key issues which hedge fund managers will need to determine early in the hedge fund formation process is whether the management company will need to be registered as an investment adviser with the state securities commission (or potentially with the SEC).  Generally the lawyer advising the management company will survey the state laws to determine whether or not registration is necessary.  While the lawyer will look directly to the state statutes through some sort of online legal database such as Lexis Nexis (to ensure that the most current and up to date information is provided to the client), the hedge fund manager can also check with his state securities commission to see if registration is required.  Sometimes states, such as Wisconsin, will include their registration information on their website.  The notice below is typical of such a practice. Continue reading →