Legal, regulatory and tax

Regulation D (Reg D) is the set of Securities and Exchange Commission (SEC) rules, 17 CFR 230.500–230.508, that lets issuers, including private funds, sell securities without registering the offering under the Securities Act, chiefly through Rule 506(b), 506(c) or 504.

Rule 506(b) and Rule 506(c) are the two Regulation D exemptions for unlimited-size US private offerings: 506(b) prohibits general solicitation but allows up to 35 sophisticated non-accredited purchasers; 506(c) permits general solicitation if every purchaser is a verified accredited investor.

Form D is the notice an issuer files with the Securities and Exchange Commission (SEC) within 15 calendar days after the first sale in an offering under Rule 504 or Rule 506 of Regulation D or Securities Act section 4(a)(5).

An accredited investor is a person or entity in a category listed in Securities and Exchange Commission (SEC) Rule 501(a) of Regulation D; individuals qualify chiefly through net worth above $1 million, excluding the primary residence, or income above $200,000.

A qualified purchaser (QP) is an investor meeting a test in Investment Company Act section 2(a)(51), chiefly owning at least $5 million (individuals, family companies) or $25 million (most others) in investments; 3(c)(7) funds are limited to QPs.

A qualified client is a client from whom an adviser may take performance fees under Advisers Act Rule 205-3; since 29 June 2026, that chiefly means at least $1.4 million under the adviser's management or net worth above $2.7 million.

A 3(c)(1) fund is a private fund excluded from investment-company status by Investment Company Act section 3(c)(1) because it has no more than 100 beneficial owners (250 for a qualifying venture capital fund) and makes no public offering.

A 3(c)(7) fund is a private fund excluded from investment-company status by Investment Company Act section 3(c)(7) because its securities are owned exclusively by qualified purchasers and it makes no public offering.

A registered investment adviser (RIA) is a firm registered as an investment adviser with the Securities and Exchange Commission (SEC) or a US state; the status covers private fund managers as well as wealth-management firms.

The Family Office Rule is Securities and Exchange Commission (SEC) Rule 202(a)(11)(G)-1, excluding from the investment adviser definition a family office that serves only family clients, is family-owned and family-controlled, and does not publicly hold itself out as an adviser.

Form ADV is the form investment advisers use to register with the Securities and Exchange Commission (SEC) or US states, and exempt reporting advisers use to report; its public parts cover ownership, assets, clients, private funds, conflicts and disciplinary history.

Form PF is the confidential report on private funds that an investment adviser registered with the Securities and Exchange Commission (SEC) files once its private fund assets reach $150 million, so regulators can monitor systemic risk.

The Employee Retirement Income Security Act of 1974 (ERISA) is the US federal law governing private-sector employee benefit plans; for private funds it matters mainly because a fund holding plan assets makes its manager an ERISA fiduciary.

Plan assets are assets treated as belonging to employee benefit plans under the Employee Retirement Income Security Act (ERISA); a fund's holdings become plan assets when benefit plan investors hold 25% or more of an equity class, absent an exception.

Unrelated business taxable income (UBTI) is income a US tax-exempt organisation earns from a trade or business it regularly carries on that is not substantially related to its exempt purpose, including income from debt-financed property; Internal Revenue Code section 511 taxes it despite the investor's exemption.

A blocker corporation is an entity taxed as a corporation and placed between tax-exempt or non-US investors and a pass-through investment so that unrelated business taxable income or effectively connected income is taxed at corporate level instead of reaching them.

The Alternative Investment Fund Managers Directive (AIFMD) is the EU law, Directive 2011/61/EU as amended by Directive (EU) 2024/927, that authorises and supervises managers of alternative investment funds and governs how they market those funds in the EU.

The Sustainable Finance Disclosure Regulation (SFDR), Regulation (EU) 2019/2088, is the EU law requiring financial market participants, including EU fund managers, to disclose how they treat sustainability risks and impacts, with extra product disclosures under Articles 8 and 9.

A European long-term investment fund (ELTIF) is an EU alternative investment fund authorised under Regulation (EU) 2015/760, as amended, that invests mainly in long-term assets, such as unlisted companies, real assets and loans, and may be marketed to retail investors.

Know-your-customer (KYC) and anti-money-laundering (AML) controls are the procedures by which financial institutions, fund managers and administrators identify investors and their beneficial owners, assess risk, monitor relationships and report suspicion, under laws implementing Financial Action Task Force (FATF) standards.

Beneficial ownership is the ultimate ownership or control of a legal entity or arrangement by natural persons; in anti-money-laundering law a beneficial owner is always an individual, identified by jurisdiction-specific ownership (commonly 25%) or control tests.