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Hedge Fund Form D Services We offer timely, low cost Initial Form D Filings for hedge funds.  We also offer low cost Annual Update Form D Filings (required by law) and Material Changes Form D Filings (required by law).  Filing SEC Form D is required for any hedge fund in the world that accepts U.S. investors. 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.  Learn About Hedge Fund Law 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.  We offer timely, law cost Form D Filings.  Contact Hedge Fund Attorney Hannah Terhune for Assistance

State Filings for Hedge Funds  We offer low cost, timely State Hedge Fund Filings.  Contact Us For Help   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 require that hedge funds submit a notice filing with the state and pay filing fees. 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.  Learn About Hedge Fund Offering Documents

For example, New York can take as long as four months (in our experience) 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 Hedge Fund Filing for your hedge fund even if someone else set it up for you.  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). Form D is not registration under the Securities Act. SEC Form D has become more complex in recent years. 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. Learn About Starting a Hedge Fund We file timely, low cost Form D.  Once you file Form D, your filing is available on the SEC's website.,  See SEC Form D Filings and Contact Us For Help

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 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.  Contact Us For Help

Form D Material Change Filings 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

Call Us First  We are experts in international hedge funds and tax. Click on any reference below to our leading articles:

Strategic Hedge Fund Planning by Hannah Terhune.  Wilmott Magazine Ltd. (Volume 2013, Issue 63, pages 8-11 January 2013).

Hedge Funds - Limited Partners' Right of Access After Parkcentral Global, L.P., v. Brown Investment Management, L.P. by Jim Brennan.   Cititrust Edge Magazine (4th Quarter 2012).

Strategic Hedge Fund Planningby Hannah Terhune.  Canadian Hedgewatch (March 2012).

Strategic Hedge Fund Planning by Hannah Terhune.  MoneyScience (March 2012)

Hedge Funds - Limited Partners' Right of Access After Parkcentral Global, L.P., v. Brown Investment Management, L.P. by Jim Brennan.  Canadian Hedgewatch (July 2011).

Planning for Cross-Border Financing Arrangements.  Practical International Tax Strategies (May 31, 2011).

U.S.--Tax Traps of Non-U.S. Issuer Debt Offerings.  Practical International Tax Strategies (April 15, 2011).

America the Beautiful Tax Haven.  Cititrust Edge Magazine (1st Quarter 2011).

Offshore Hedge Fund Focus:  Master & Feeder.  Cititrust Edge Magazine (4th Quarter 2010).

U.S.--Cross Border Credit Agreements:  Planning for U.S. Withholding Taxes.  Practical International Tax Strategies (November 15, 2010).

Starting an Offshore Fund.  themanager.org (June 2008).

Mixing Investment Adviser and Brokerage Services.  Hedge Fund Monthly by EurekaHedge.com (October 2007).

Offshore Fund Taxation.  Hedge Fund Monthly by EurekaHedge.com (May 2007).

Forex Trader to Forex Manager.  Offshore Business Magazine (November 2006).

Forex Trader to Forex Fund Manager:  The Path to Success.  Hedge Fund Monthly by EurekaHedge.com (October 2006).

Drafting Hedge Fund Performance Allocations.  Hedge Fund Monthly by EurekaHedge.com (August 2006).

Como Crear su Propio Hedge Fund by Hannah M. Terhune, Eva Porras, Argilio Rodriguez and Garrett Fisher (2006).

Offshore Hedge Funds: Focus on Master/Feeders by Hannah M. Terhune (2006).

Temas Sobre Impuestos de Sociedades Colectivas para Hedge Funds en Paraiso Fiscal by Hannah M. Terhune (2006).

Establish a Marketable Track Record with an Incubator Fund by Hannah M. Terhune (2006).

Must I Register as a Commodity Pool Operator? by Hannah M. Terhune (2006).

Do’s and Don’ts for Crafting Hedge Fund Peformance Allocations by Roger D. Lorence and Hannah M. Terhune. Derivatives:
Financial Products Report (an RIA publication) (September 2005).

Trading Foreign Index Contracts? Know the Tax Rules Before You Trade by Hannah M. Terhune and Roger D. Lorence. Stocks, Futures and Options (June 2005).

Practical Strategies For Section 475(f) Elections by Roger D. Lorence and Hannah M. Terhune. Derivatives Financial Products Report (WG&L/RIA,a Thompson Company) (March 2005).

Forex Hedge Fund Management by Hannah Terhune and Roger D. Lorence.  Currency Trader (March 2005).

Advising Clients on Internet Server Co-Location Agreements, Practical International Tax Strategies (March 15, 2004).

Structuring and Financing International Operations Using Hybrid Entities and Tax-Efficient Financing Practical U.S./International Tax Strategies (Jan. 15, 2004).

Hedge Fund Compensation Arrangements. Practical U.S./Domestic Tax Strategies at Page 18 (Dec. 2003).

U.S. Inbound Investment – The Portfolio Interest Exemption. Practical U.S./International Tax Strategies (Dec. 15, 2003).

Foreign Futures Planning: The 60/40 Question. Practical U.S./International Tax Strategies at Page 12 (Sept. 30, 2003).

Managing Offshore Hedge Funds - A View from the Beach: Practical U.S./International Tax Strategies at Page 9 (June 15, 2003).

Offshore Hedge Funds - Master/Feeder Compliance Issues: Practical U.S./International Tax Strategies at Page 9 (May 15, 2003).

Ready for Help? Please call us (307) 213-4732 or e-mail Hannah Terhune, international hedge fund and tax attorney.

Capital Management Services Group, Inc. is a foremost professional authority in the hedge fund industry.  Ms. Terhune's numerous articles on hedge funds and international tax matters have appeared in publications worldwide. Read Our Leading Media Content and Articles by Hannah Terhune on Hedge Funds and International Tax Planning, Chances are, if you have read (or are reading) anything relating to starting a hedge fund, Ms. Terhune wrote it first. Read Our Client Comments and Read About Hannah Terhune on LinkedIn.  When you consult with us, you have access to a unique and very desirable blend of securities, tax, and business experience. Give us the opportunity to put our knowledge and expertise to work for you. We continuosly provide the highest quality services at competitive rates. Give us a call and let us prove all we can do for you.  You can get answers to your specific questions in a consultation. We are confident that when you are finished with your consultation you will be impressed and more informed about your business plans than before. The views expressed on this website are subject to change based upon new information, new technology, consideration of new perspectives and/or for no reason at all. This website exists for educational purposes and nothing on this website should be considered as legal advice.  Website content and design are copyrighted 2022© by Hannah M. Terhune and all rights are reserved.