The Hedge Fund Law Report

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By Topic: Offering Of Hedge Fund Interests

  • From Vol. 1 No.1 (Mar. 3, 2008)

    SEC issues final rule revising and mandating electronic filing of Form D

    • SEC issued final rule release amending the information required to be included in Form D and the filing procedure for the form.
    • Phase-in period from 2/15/08 to 3/14/09 during which filers can file on paper or electronically; electronic filing only starting 3/15/09.
    • Categories of information required to be included in revised Form D include: description of issuer’s business from a list of industry classifications rather than in a narrative; date of first sale; Securities Act and Investment Company Act exemptions or exclusions claimed; minimum investment; broker-dealer CRD number for anyone receiving sales compensation; free writing option; no identification of 10% owners required; current required disclosure regarding application of proceeds replaced with disclosure of amounts paid for sales commissions and amount of gross proceeds paid to executives of issuer.
    • Required amendments to correct material mistake of fact, to reflect changes in information provided and annually for continuous offerings.
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