US Hedge Fund

US Hedge Fund Services & Domestic Formation

Launch your U S hedge fund on foundations institutional investors already trust. Our domestic-formation practice guides managers through every step of building a Delaware LP or LLC that complies with the Investment Company Act’s 3(c)(1) or 3(c)(7) exemptions, raises capital under Regulation D 506(b)/(c), and satisfies SEC and CFTC registration thresholds. From entity formation, PPM drafting, Form D filing and ADV/ERA registration to prime-broker negotiations and ongoing Form PF, compliance-manual, and marketing-rule support, we deliver a turnkey framework that lets you focus on generating alpha while we handle the legal, regulatory and operational heavy lifting.

Why Form a US Hedge Fund?

Investor familiarity & credibility – Delaware LP/LLC structures are the global standard for on‑shore pools.
Flexible exemption regime – 3(c)(1) (≤ 100 investors) and 3(c)(7) (qualified purchasers) allow funds to avoid Investment Company Act registration while accessing deep capital pools.
Efficient capital‑raising – Reg D 506(b)/(c) private placements enable swift fundraising without SEC review.
Tax pass‑through – LPs and LLCs provide flow‑through treatment; investors receive K‑1s.
Seamless master‑feeder pairing – Delaware feeder into a Cayman master for international diversification.

Fund Structures at a Glance

Structure	Ideal For	Key Features
Delaware Limited Partnership (LP)	Most hedge funds	General Partner (GP) + Limited Partners; flow‑through tax; flexible profit allocations.
Delaware Limited Liability Company (LLC)	Co‑manager or SPV setups	Members manage via Operating Agreement; corporate veil + partnership‑style taxation.
Series LLC	Multi‑strategy or incubator platforms	Segregated sub‑series under one entity, each with distinct assets/liabilities.
Master‑Feeder (Delaware Feeder + Cayman Master)	US taxable + non‑US investors	Operational efficiency; allocates gains via master fund.
Side‑by‑Side LP/LLC	Separate domestic/offshore portfolios	Parallel entities investing in same strategy.

Regulatory Framework & 2024‑25 Updates

Securities Act 1933 – governs private placements; Form D filing within 15 days of first sale.
Investment Company Act 1940 – 3(c)(1)/3(c)(7) exemptions keep hedge funds outside full registration.
Investment Advisers Act 1940 – SEC or state registration (or Exempt Reporting Adviser) and Marketing Rule compliance.
Form PF Amendments – new event‑trigger reports for large hedge‑fund advisers, effective June 12 2025.
Private Fund Adviser Rules Vacated – June 2024 Fifth‑Circuit decision struck down additional fee & transparency mandates.
CFTC/NFA – Commodity Pool Operators (CPOs) and Commodity Trading Advisors (CTAs) must consider Rule 4.7 portfolio‑requirement changes (Sept 2024).

Our US Hedge Fund Formation Services

Structure & Jurisdiction Analysis – memo comparing LP vs. LLC, 3(c)(1) vs. 3(c)(7), 506(b) vs. 506(c).
Entity Formation – Delaware certificate, EIN, GP/Management‑Company set‑up, Registered Agent.
Offering & Governing Documents – PPM, LPA/LLC Agreement, Subscription Docs, ERISA & tax disclosure.
Regulatory Filings – SEC Form D, Form ADV (full or ERA), Blue‑Sky notices, state filings.
CFTC/NFA Registration – CPO/CTA application, Rule 4.7 claim or exemption, Form PF & Form PR prep.
Compliance Program – Code of Ethics, Compliance Manual, Marketing Rule procedures, AML/KYC.
Ongoing Support – Annual ADV updates, Form PF event reports, audited financial statements, investor K‑1 coordination.

Cost Transparency

Our turnkey US hedge‑fund package starts at US $35,000 and covers:

Delaware entity formation & state fees (LP + GP or LLC)
Comprehensive PPM, LPA/LLC Agreement, Subscription Docs
Form D, Form ADV/ERA filing fees
Compliance Manual & Policies (AML, Marketing Rule)
First‑year Registered Agent & annual franchise tax

Add‑ons: CFTC registration, Cayman master‑feeder structuring, independent fund administration.

Ready to Launch a US Hedge Fund?

Book a 20‑minute strategy call to receive a personalised formation roadmap.