The rules a private fund raises and runs within. Exemption analysis, adviser registration, marketing limits, and the compliance program that holds the structure together, all mapped before the first close and maintained through the life of the fund.
A private fund never registers anything; it qualifies for things, and every qualification has conditions. Under the Advisers Act marketing rule, a performance figure may be shown gross only if net sits beside it, and a hypothetical return may go only to investors equipped to judge it. Under the custody rule, the fund's audited financial statements must reach investors within 120 days of year end, or the manager submits to a surprise examination instead.
Those rules bind registered advisers, but the exempt ones are not far behind. An exempt reporting adviser files Form ADV within 60 days of relying on its exemption and answers to the anti-fraud rule for pooled vehicles and to the pay-to-play rule. A manager trading futures or swaps for the fund is a commodity pool operator unless the position fits the CFTC's de minimis exemption, which must be claimed and reaffirmed every year.
We map these conditions before the first close and keep them while the fund runs, and we have represented clients in matters before the SEC and the CFTC. Where a raise crosses a border, locally admitted counsel joins at the first draft.
The securities-law foundation of the raise. We assess and structure the exemption a fund relies on to offer its interests without registration, then build the offering so it stays inside the conditions that exemption depends on.
Working out when a manager must register with the SEC or a state and when it qualifies for an exemption, including private-fund and venture-adviser relief, then standing up the registration, filings, and ongoing reporting that follow.
What a fund and its manager may say, to whom, and through which channels. That covers limits on general solicitation, investor-verification requirements, and the standards governing performance advertising and testimonials. We review the materials before they go out.
Written policies and procedures, a code of ethics, conflicts and allocation policies, valuation oversight, and marketing review, all sized to the manager and written around the fund's actual structure so the program is compliant and usable.
The disclosure that carries the offering. Private placement memoranda, subscription documents, and risk and conflicts disclosure are drafted to satisfy the anti-fraud rules and to match the structure and economics written into the fund's governing documents.
Support through adviser examinations, registration and exemption questions, and regulatory inquiries. We advise clients on matters before the SEC and the CFTC and represent managers in their dealings with those agencies.
An offering under Rule 506(b) may not be advertised, and one under 506(c) may, but 506(c) requires reasonable steps to verify that every purchaser is accredited, such as reviewing tax returns or brokerage statements or taking a large minimum investment with written representations. An issuer that posted first and chose later has usually already chosen.
Rule 206(4)-7 requires a registered adviser to adopt written policies, name a chief compliance officer, and review the program's adequacy at least once a year, with a record of that review kept. Examiners ask for last year's review early; a manual with no review behind it is a finding waiting to be written.
A non-U.S. adviser with no U.S. place of business, fewer than 15 U.S. clients and private fund investors, and under $25 million managed for them is a foreign private adviser and need not register. Exceed any of those and only assets managed from a U.S. office count toward the $150 million private fund adviser ceiling.
Under the marketing rule, a paid placement agent is giving an endorsement and an investor who praises the manager is giving a testimonial. The adviser must disclose compensation and conflicts, hold a written agreement with any paid promoter above a de minimis amount, and keep substantiation for every material statement of fact it makes.
The books-and-records rule reaches any written communication about a recommendation, an order, or the receipt of money, whichever device carried it. Off-channel messaging has been the subject of SEC settlements with advisers since 2022, and the practical answer is a policy that names the permitted channels and an archive that captures them.
A U.S. manager may market a fund to professional investors in the United Kingdom only after notifying the Financial Conduct Authority under the national private placement regime, and each EU member state runs its own version, some with a fee and a local agent. Reverse solicitation is narrower than sponsors hope and should be documented.
Before a deck exists, we fix the securities-law footing: which private-offering exemption the raise lives inside, whether general solicitation is on or off the table, and who may be admitted. Investor base, channels, and disclosure all inherit from this decision.
The manager gets its own analysis: SEC or state registration, or private-fund or venture-adviser relief, with the notice filings and reporting that attach either way. The fund's exemption and the adviser's status are locked to each other before anything is offered.
The PPM, subscription documents, and risk and conflicts disclosure are drafted to the anti-fraud rules and to the economics in the governing documents. The marketing materials are then reviewed against solicitation limits and advertising standards before any of it reaches an investor.
After close, the exemption becomes a compliance program: policies sized to the manager, a code of ethics, valuation and allocation oversight, and the ongoing filings. When an examination or inquiry arrives, we represent the manager in the matter before the SEC or the CFTC.
An exemption works like a lease. The conditions are the rent.
It is the body of work that decides how a private fund is offered and how its manager is regulated. That means the securities-law exemption a fund relies on to raise capital without registering its interests, the investment-adviser status of the entity that runs it, the rules on how the fund may be marketed, and the compliance program that holds the whole structure together. We map those requirements before a fund raises and maintain them while it operates.
No, in practice. Private funds sell their interests under Rule 506 of Regulation D, which exempts the offering from registration if the conditions are met: no general solicitation under 506(b), or verified accredited status for every purchaser under 506(c), plus no disqualified bad actor among the issuer's covered persons, with the offering reported on Form D within 15 days of the first sale. The fund itself also needs an exclusion from the Investment Company Act, usually Section 3(c)(1) with its 100-owner cap or Section 3(c)(7) for qualified purchasers. An offering that fails the conditions is an unregistered public offering, and its purchasers acquire a right to rescind.
The federal threshold is assets under management. An adviser whose only clients are private funds may rely on the private fund adviser exemption while its U.S. private fund assets stay under $150 million, filing as an exempt reporting adviser rather than registering, and a manager advising only qualifying venture capital funds has its own exemption with no asset cap. Above the line, SEC registration follows, with Form ADV updated within 90 days of each fiscal year end and the custody, marketing, and compliance rules attached. Several states require exempt reporting advisers to file with them as well, and an exempt adviser still carries the anti-fraud and pay-to-play duties.
How a fund may be marketed depends on the exemption it relies on and the adviser rules that govern its manager. Those rules include limits on general solicitation, investor-verification requirements, and standards for performance advertising and testimonials. We advise on what a fund and its manager may say, to whom, and through which channels, and we review the marketing materials before they go out.
A workable program covers written policies and procedures, a code of ethics, conflicts and allocation policies, valuation oversight, marketing review, and the recordkeeping and reporting the applicable rules require. It should be sized to the manager rather than copied from a template. We build the program around the fund's actual structure and strategy so it is compliant and usable day to day.
Hart David Carson LLP advises clients on matters before the SEC and the CFTC and represents managers in their dealings with those agencies, including examinations, registration and exemption questions, and regulatory inquiries. We act for the manager. Where a matter reaches into enforcement or litigation, the firm's disputes bench is already on the file.
Formation and launch counsel for PE, venture, hedge, and real-estate sponsors, covering vehicle selection, limited partnership agreements, and the offering documents the regulatory framework sits on.
Explore →Master-feeder and parallel architecture across onshore and offshore jurisdictions, shaped around the investor base and coordinated with local counsel where licensing or registration is required.
Explore →Subscription and NAV credit facilities for funds and their managers, covering documentation, security, and the regulatory questions that attach. We act for funds and for lenders.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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