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How do the securities laws apply to the dual-tier structure of QOFs and its management?

With this structure, does the QOF regulatory position more closely resemble a hedge fund?


Answers
  • Matthew Rappaport
    December 02, 2019

    It's not a question of legal structure, but rather a question of who is investing and what type of syndication/solicitation activities the entity is undertaking. Simply doing a two-tiered structure does not trigger any securities obligations per se.

  • Matt Campbell
    December 02, 2019

    Securities laws apply whenever a limited liability company or limited partnership interests are being sold. I would say in that regard that the structure more resembles private equity than a hedge fund, although there certainly are similarities there as well.

  • Maria De Los Angeles Rivera
    December 06, 2019

    Securities law does not apply because of the structure used, but if you are selling the interest to investors. I recommend consulting a securities law expert before offering interests on the fund to possible investors.

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