正文
http://www.hedgefundtools.com/experts.php?file=experts&PHPSESSID=6e98f67b095e8ddaeb84a6509b0f1d69&gclid=CKz-6PeS5KMCFeoD5QodzVZ4nA
http://www.yayabay.com/forum/viewthread.php?tid=90041&extra=page%3D1
本帖最后由 not4weak 于 2010-8-31 12:27 编辑
这个很详细的.
THE HEDGE FUND ENTITYHedge Funds are typically structured as:
For the remainder of this article, I’ll be referring to the most common hedge fund structure – the Limited Partnership, or LP.
To set up a limited partnership is fairly easy and inexpensive. InIllinois, you answer six questions on a fill-in-the-blank form, get acashier’s check for $150, and send it to the secretary of state. Howtough are the questions? If you can come up with a name and write youraddress, you are in business.
Running Total: $150.00
GETTING THE TAX ID NUMBERYou’ll need to get a tax id (FEIN) number from the IRS. Simple enough – go to the IRS website and get it online in a matter of minutes. It’s fast, easy, and free.
Running Total: Still $150.00
BECOMING AN INVESTMENT ADVISERIf you will have 15 or more investors in your hedge fund, you’llneed to register as an investment adviser with the SEC. (Note: Thatdoesn’t mean you’ll have to register the hedge fund. We’ll get to thatin a bit.) If you’ll have less than 15 investors, you may still have to register in one or more states. (See Rule 203(b)(3)-2 of the Investment Advisers Act of 1940.)I’d play it safe and register with the SEC. It’s not scary – they’reactually there to help you so long as you are not defrauding investors.
To become an investment adviser, you’ll need to sit for a regulatory exam – the Series 65.The Series 65 is a 3-hour, 140 question exam, of which 130 counttowards your final score. It’s not the hardest exam in the world (partof the “scary” conversation above); but, you’ll need to score a 68.5%or better to pass.
The Series 65 doesn’t teach you a darn thing about investing.Instead, it’s a “minimum competency” exam designed to test your ethicsand understanding of basic securities laws and practices. A study guideand a few hours of quiet reading can make you a pro.
SCHEDULING YOUR EXAMYour state will generally “sponsor” you to take the exam (as opposedto the Series 7, which requires a firm’s sponsorship); so, you fill outForm U-10, sign over a check for $120, and schedule your exam.
Once you’ve successfully completed the exam, you are now licensed (though not yet registered) as an investment adviser.
Running Total: $270.00
THE “REGISTERED INVESTMENT ADVISOR” VS. “INVESTMENT ADVISOR REPRESENTATIVE”At this point, you have a decision to make – Do you run your partnership/advisory business as a sole proprietor (eg.,Joe Ponzio Sole Proprietor) or do you (as is more commonly done) createan investment advisory company to shield yourself from personalliability (eg., Joe Ponzio Funds, Inc.)?
To be safe, you create a corporation (or LLC, whatever) to act asgeneral partner of your LP. (Your investors will be the limitedpartners). You’re cheap; so, you create your Illinois corporation for$175 instead of expediting for $300. Once incorporated, you’ll get aFEIN for your company as well.
Thus, you will personally be the Investment Advisor Representative(IAR) of your company, which will act as the Registered InvestmentAdvisor (RIA).
Running Total: $445.00
REGISTERING YOUR RIA AND IARYou’re just about there. First, you have to register your company asthe RIA, which you will do through the Investment Adviser RegistrationDepository (IARD). The instructions are on the IARD site;so, I’ll spare you the details. It’s not rocket science; but, it willlikely take you a few hours to figure it all out. (When I was startingmy firm, I spent the better part of three months figuring all of thisout. Then again, I didn’t have an article like this one to read!)
As of the time of this writing and through July of 2009, it is free to set up your firm on the IARD system.
Once your firm is set up, you’ll need to “register” yourself with your firm by filing aForm U-4.Coming in at 28 pages, it looks like a beast. (You can also file itelectronically.) So long as you don’t have a lot of disclosures (eg.,if you’re not a criminal), you won’t fill in half of them.
Submit your U-4 with a $30 check…
Voila! You are now an investment adviser, running an investment advisory firm and a hedge fund.
Total Cost: $475.00
I told you that it was scary easy.
SOME THINGS TO CONSIDERFor less than $500, you could technically be in business. You’ll need a few things to get started:
For Your Investment Advisory Firm:
If you are feeling really cheap, you can find a lot of thisstuff online, and then tweak it for your business; or, you can pay acompliance service to provide you with many of these things.
REGISTERING YOUR HEDGE FUND WITH THE SECHedge funds don’t technically register with the SEC. Instead, you’llhave to register your LP interests offering (corporations have stock;LP’s have interests; LLC’s have memberships; trusts have units ofbeneficial interest) with the SEC if you are offering the hedge fund toinvestors other than friends and family. So…you don’t register yourfund; you register your offering, usually underRule 506 of Regulation D of the Securities Act of 1933.
Though there is no fee for registering your offering, you will have to get a CIK number from the SEC and file Form D with the SEC and with each state in which you plan to offer or sell interests.
OBVIOUSLY…Having gone through a lot of these steps over the years, it’s a loteasier for me to say than for you to do. Though I spent a few monthsdigging around in the dark to get my firm started, I can now say thatit is not all that difficult or expensive if I had to start over again.
As you can see that hedge funds are not as mysterious as Wall Streetwants you to believe. In the end, a hedge fund is a partnership – notsome special entity – that has a general partner (you or yourinvestment firm) and limited partners (your investors).
Then again, don’t mistake this article as advice or compliance help.This is a broad overview of how to set up a basic hedge fund. The laws,rules, and regulations can change; so, make sure you are up to speedbased on your situation.
http://www.yayabay.com/forum/viewthread.php?tid=90041&extra=page%3D1
本帖最后由 not4weak 于 2010-8-31 12:27 编辑
这个很详细的.
THE HEDGE FUND ENTITYHedge Funds are typically structured as:
- a limited (or limited liability) partnership, or
- a limited liability company, or
- a trust.
For the remainder of this article, I’ll be referring to the most common hedge fund structure – the Limited Partnership, or LP.
To set up a limited partnership is fairly easy and inexpensive. InIllinois, you answer six questions on a fill-in-the-blank form, get acashier’s check for $150, and send it to the secretary of state. Howtough are the questions? If you can come up with a name and write youraddress, you are in business.
Running Total: $150.00
GETTING THE TAX ID NUMBERYou’ll need to get a tax id (FEIN) number from the IRS. Simple enough – go to the IRS website and get it online in a matter of minutes. It’s fast, easy, and free.
Running Total: Still $150.00
BECOMING AN INVESTMENT ADVISERIf you will have 15 or more investors in your hedge fund, you’llneed to register as an investment adviser with the SEC. (Note: Thatdoesn’t mean you’ll have to register the hedge fund. We’ll get to thatin a bit.) If you’ll have less than 15 investors, you may still have to register in one or more states. (See Rule 203(b)(3)-2 of the Investment Advisers Act of 1940.)I’d play it safe and register with the SEC. It’s not scary – they’reactually there to help you so long as you are not defrauding investors.
To become an investment adviser, you’ll need to sit for a regulatory exam – the Series 65.The Series 65 is a 3-hour, 140 question exam, of which 130 counttowards your final score. It’s not the hardest exam in the world (partof the “scary” conversation above); but, you’ll need to score a 68.5%or better to pass.
The Series 65 doesn’t teach you a darn thing about investing.Instead, it’s a “minimum competency” exam designed to test your ethicsand understanding of basic securities laws and practices. A study guideand a few hours of quiet reading can make you a pro.
SCHEDULING YOUR EXAMYour state will generally “sponsor” you to take the exam (as opposedto the Series 7, which requires a firm’s sponsorship); so, you fill outForm U-10, sign over a check for $120, and schedule your exam.
Once you’ve successfully completed the exam, you are now licensed (though not yet registered) as an investment adviser.
Running Total: $270.00
THE “REGISTERED INVESTMENT ADVISOR” VS. “INVESTMENT ADVISOR REPRESENTATIVE”At this point, you have a decision to make – Do you run your partnership/advisory business as a sole proprietor (eg.,Joe Ponzio Sole Proprietor) or do you (as is more commonly done) createan investment advisory company to shield yourself from personalliability (eg., Joe Ponzio Funds, Inc.)?
To be safe, you create a corporation (or LLC, whatever) to act asgeneral partner of your LP. (Your investors will be the limitedpartners). You’re cheap; so, you create your Illinois corporation for$175 instead of expediting for $300. Once incorporated, you’ll get aFEIN for your company as well.
Thus, you will personally be the Investment Advisor Representative(IAR) of your company, which will act as the Registered InvestmentAdvisor (RIA).
Running Total: $445.00
REGISTERING YOUR RIA AND IARYou’re just about there. First, you have to register your company asthe RIA, which you will do through the Investment Adviser RegistrationDepository (IARD). The instructions are on the IARD site;so, I’ll spare you the details. It’s not rocket science; but, it willlikely take you a few hours to figure it all out. (When I was startingmy firm, I spent the better part of three months figuring all of thisout. Then again, I didn’t have an article like this one to read!)
As of the time of this writing and through July of 2009, it is free to set up your firm on the IARD system.
Once your firm is set up, you’ll need to “register” yourself with your firm by filing aForm U-4.Coming in at 28 pages, it looks like a beast. (You can also file itelectronically.) So long as you don’t have a lot of disclosures (eg.,if you’re not a criminal), you won’t fill in half of them.
Submit your U-4 with a $30 check…
Voila! You are now an investment adviser, running an investment advisory firm and a hedge fund.
Total Cost: $475.00
I told you that it was scary easy.
SOME THINGS TO CONSIDERFor less than $500, you could technically be in business. You’ll need a few things to get started:
For Your Investment Advisory Firm:
- By-laws
- Compliance manual
- Code of Ethics
- Supervisory Procedures Manual
- Investment Adviser/Portfolio Management Agreement
- Everything else to run your business (website, business cards, etc.)
- A LP agreement
- Private Placement Memorandum
- A presentation or brochure about your proposed investment style (needed for capital raising and road shows)
- A custodian/brokerage account to house the fund’s securities
If you are feeling really cheap, you can find a lot of thisstuff online, and then tweak it for your business; or, you can pay acompliance service to provide you with many of these things.
REGISTERING YOUR HEDGE FUND WITH THE SECHedge funds don’t technically register with the SEC. Instead, you’llhave to register your LP interests offering (corporations have stock;LP’s have interests; LLC’s have memberships; trusts have units ofbeneficial interest) with the SEC if you are offering the hedge fund toinvestors other than friends and family. So…you don’t register yourfund; you register your offering, usually underRule 506 of Regulation D of the Securities Act of 1933.
Though there is no fee for registering your offering, you will have to get a CIK number from the SEC and file Form D with the SEC and with each state in which you plan to offer or sell interests.
OBVIOUSLY…Having gone through a lot of these steps over the years, it’s a loteasier for me to say than for you to do. Though I spent a few monthsdigging around in the dark to get my firm started, I can now say thatit is not all that difficult or expensive if I had to start over again.
As you can see that hedge funds are not as mysterious as Wall Streetwants you to believe. In the end, a hedge fund is a partnership – notsome special entity – that has a general partner (you or yourinvestment firm) and limited partners (your investors).
Then again, don’t mistake this article as advice or compliance help.This is a broad overview of how to set up a basic hedge fund. The laws,rules, and regulations can change; so, make sure you are up to speedbased on your situation.
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