US Domestic Hedge Funds: An In‑Depth Guide

1.  What Makes a Fund “Domestic”?

A US domestic hedge fund is an investment pool organised under US law—most often a Delaware limited partnership (LP) or limited‑liability company (LLC)—that admits predominantly US‑taxable investors.  Its governing documents rely on the Investment Company Act exemptions 3(c)(1) (≤ 100 investors) or 3(c)(7) (unlimited qualified purchasers), and capital is raised through a private placement under Reg D 506(b) or 506(c) of the Securities Act.

2.  Hedge Fund vs Mutual Fund

  • Investor eligibility – hedge funds accept only accredited or qualified investors and may not advertise broadly (unless they use 506(c) and verify accreditation).
  • Investment toolkit – hedge funds can short securities, use derivatives, employ leverage and trade illiquid assets; mutual funds are tightly restricted.
  • Fee alignment – hedge‑fund managers earn both a management fee (1–2 % of assets) and a performance allocation (typically 15–20 % of net profits, subject to a high‑water mark).  Mutual‑fund managers earn asset‑based fees only.
  • Regulation – mutual funds register under the Investment Company Act and must provide daily liquidity; hedge funds avoid that registration but still answer to the SEC as investment advisers once AUM passes US $110 million.

3.  Core Legal Structure

  • Fund Vehicle (LP or LLC) – holds investor capital and trades the strategy.
  • General Partner (GP) – typically an LLC that receives the incentive allocation and bears fiduciary duties.
  • Investment Manager / Adviser – registers with the SEC or files as an Exempt Reporting Adviser; earns the management fee.
  • Feeder‑Master Options – a Delaware feeder can invest into an offshore Cayman master to pool taxable, tax‑exempt and non‑US capital efficiently.

4.  Key Fund Terms

  • Minimum Investment – US $100k – 1 m at launch, often negotiable for early supporters.
  • Subscriptions – monthly or quarterly.
  • Redemptions & Notice – quarterly with 30–60 days’ notice balances investor liquidity and portfolio management.
  • Lock‑ups – 6–12‑month soft lock‑ups (exit possible with a 2–3 % fee) are common; hard lock‑ups are rare.
  • Gates & Suspension – a 10–15 % “gate” protects remaining investors from large outflows.

5.  Regulatory Touchpoints

  • SEC Investment‑Adviser Registration – Form ADV, Compliance Manual, Code of Ethics, annual update.
  • Form D Filing – within 15 days of first sale in a Reg D offering.
  • Marketing Rule – governs performance advertising, testimonials and use of hypothetical returns.
  • Commodity Futures Trading – if the strategy trades futures or swaps above de‑minimis thresholds, register as a CPO/CTA with the CFTC and join the NFA.
  • Corporate Transparency Act (2024) – fund entities must submit beneficial‑ownership reports to FinCEN, though the database is not public.

6.  Service‑Provider Stack

  • Legal counsel/fund consultant – drafts PPM, LP/LLC Agreement and adviser contracts.
  • Fund administrator – NAV, investor KYC, performance analytics.
  • Prime broker & custodian – execution, financing, securities lending.
  • Auditor & tax adviser – GAAP or IFRS audit, Schedule K‑1s, state apportionment.
  • Independent directors/compliance officer – strengthens governance and investor confidence.

7.  Advantages of a Domestic Fund

  • Regulatory familiarity for US investors and allocators.
  • Pass‑through taxation – LP/LLC income flows straight to investors, avoiding corporate tax.
  • Operational proximity – US time‑zones, service providers and courts (notably Delaware’s Court of Chancery).
  • Seamless master‑feeder pairing – tap non‑US capital via an offshore feeder without duplicating the strategy.

8.  Launch Timeline at a Glance

  • Week 1 – Structure memo; name reservation; LP/LLC formation.
  • Weeks 2–3 – Draft PPM, LP Agreement, Subscription Docs.
  • Week 4 – Service‑provider onboarding; Form D filing; bank/prime‑broker accounts.
  • Week 5–6 – Seed capital wired; first trade; compliance policies finalised.

9.  Common Pitfalls

  • Under‑budgeting for ops – world‑class administration, audit and tech often run six figures annually.
  • Ignoring compliance early – the SEC can examine unregistered advisers if they suspect marketing‑rule violations.
  • Overly aggressive leverage – without short hedges, a concentrated long book can implode in a down‑cycle.

Final Word

Running a domestic hedge fund demands more than a winning strategy—it requires a sound legal wrapper, robust governance and an institutional‑grade operational backbone.  Get those right and you can focus on the core mission: compounding capital for yourself and your investors.