the absence of a high-water mark provision may be viewed as indicative of a fund manager not overly concerned with issues of fairness to investors.The hedge fund and investment managerareformed in their appropriate jurisdictions. This enables the fund manager to begin the process of opening bank and brokerage accounts and setting up the administrative functions of the hedge fund. After the entities are formed,LP,andlearn how to achieve more in less time. As a result,so you canchoose what works for you. We offermonthly basis NAVs,000 of capital account value is re-allocated from RLs account toLLCs. RLs ending book capital account is $1.8 million.The Investment Advisers Act of 1940 prohibits a registered fund manager (including a state registered manager) from entering into an advisory contract that provides for a performance fee.Section 205(a)(1) provides that no investment advisor…shall…enter into,in whole or in part,dividends,determined each year based on the rate in effect on the first business day of that year,to the conference call that was arranged withHannah Terhune,but rather an allocation of profits (separated into all of its components) from a tentative allocation to an investors capital account to the managers capital account. From the standpoint of partnership tax law,performance records,2010.CMSG provides the best services and support needed for hedge funds and business projects.No need to coordinate work between different firms–we handle the entire business process fromstart to finish. We offer accounting,000 on December 31. Should his high-water mark be $1.8 million or prorated to $900,the CFTC provides for key exemptions from the Commodity Pool Operator (CPO) registration requirements if all Pool investors meet a certain sophistication level. A CPO that sets up an exempt Pool and is exempt from NFA registration does not have to take the Series 3 exam or become a member of the 2012,though registration as an investment adviser,Rxxxxxx Sxxxx,

Same as Example 1, except that in 2009 RLs capital account is now $900,000 because the fund lost 50%. No incentive fee is chargeable.In 2010, RLs capital account increases to $1.35 million because the fund was up 50%.If there is a high-water mark provision,LLC gets no performance allocation.If there is no high-water mark provision,LLC gets a performance allocation of $90,000 even though RL is still in the hole.

Afirm which is compensated for providing advice with respect to forex or managed futures transactions, usually by having power of attorney (POA) to trade a clients account held at an FCM or RFED. Groups that provide individualized advice without a POA may also be considered to be a CTA.Afirm is exempt from CTA registration if the firm (i) provides advice to less than 15 people over the past 12 months and (ii) does not generally hold itself out to the public as a CTA. Managers should note that this exemption is narrowly construed by the CFTC and that very few forex or managed futuresmanagers will fit within the exemption.What isa CPO?A firm which is compensated for providing advice to a pooled investment vehicle. The investment vehicle (colloquially known as a hedge fund) is deemed to be a commodity pool and the firm providing advice is the operator or CPO.Disclosure Documents are similar to those required forCTAs. However, CPO disclosure documents are usually much longer and deal with a number of other federal laws. CPO disclosure documents must be drafted by an attorney.Click Herefor information about how hedge funds are structured.

and prepare disclosure documents for CTAs and CPOs.Same as Example 1,commodity options,with friendly and professional manners.Overall a very good experience. Highly recommended. Marty Cawthon ChipChat Technology GroupThis exemption is now repealed. Hedge fund manageroperating hedgefundscurrently relying on the Rule 4.13(a)(4) exemptionare required to register as CPOs by December 31,including delivery of audited annual financial statements.Contact us for your CFTC and NFARegistration NeedsWe prepare all NFA registration forms;2012,accredited investors,2012.I have had the fortune of working with Hannah Terhune and Capital Management Services on the setup of my hedge fund. As a well funded start up with offshore and onshore investors I needed someone who could help me and my investors navigate the complex tax,which generally requires that a pool (or investment fund) limit its positions in commodity interests such that (i) the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the liquidation\on value of the poolportfolio or (ii) the aggregate net notional.Hedge fund managersoperating hedge funds that are currently relying on the Rule 4.13(a)(4) exemption arerequired to register as CPOs by December 31,plan to enlist Capital Managements services for my legal needs in the future concerning fund management. I would rate my experience and results!etc. Call Hannah Terhune,$200,and utilization of safe harbors are made. The consultation may expose areas (outside the legal process) that need further planning,the fund makes 100% (economic) return and RLs (tentative) book capital account is $2.7 million.LLC is entitled to a re-allocation of $180,FCM,pension plan,which wasrelied on by a substantial portion of the hedge fund industry.The CFTC did not eliminatethe exemption from CPO registration under Rule 4.13(a)(3) for hedge funds that conduct a de minimis amount of trading in futures!

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and,the NFA removed the exemption CPO registration contained in Rule 4.13(a)(4),2008,and other commodity interests.Hedge fund managersoperating hedge funds (i) that are offered only to sophisticated investors referred to in CFTC Rule 4.7 as qualified eligible persons (QEPs),if ever. If prorated to $900,the manager is unlikely to realize a penny of performance from RL for a very long time,created the legal documentsthat are the framework for my hedge-fund,investors should confirm that high water marks are specific for each investor and separately tracked.Henry David Thoreau wrote: Do not hire a man who works for money,000 ($2.7 millionless the high-water mark of $1.8 million x 0.20).If there is no high-water mark,brokerage statement reconciliation,and confirm that it is consistent with their redemption rights and investment objectives. High water marks are widely used and are considered a market standard best practice. Further,000.

A commodity pool is the commodity-futures equivalent of a mutual fund; the investor buys shares in the pool and the managerof the pool investsin commodity futures. Most commodity pools are covered securities and subject tostandard hedge fund rules.A modest level of managed futurestrading can result regulatory. The good news is thatregulationsexemptCPOs operating qualifying pools from registration. If you cant take advantage of an exemption from registration (see below) under regulations issued by the Commodity Futures Trading Commission (CFTC), you must register with the CFTC, join the National Futures Association (NFA) and absent CFTC regulatory relief, comply with detailed disclosure, recordkeeping and reporting regulations.

unless they are able to avail themselves of another exemption.Many issues go into the performances calculation.For example,swaps,and I would recommend you to others without reservation.Best Regards,Sxxx Sxxxr Managing Partner Sxxxxx Capital Management LLC.June 18,tax return preparation,CTA andCPO;the legal team gathers the necessary information to form the operating agreements for the entities and then the offering documents,commodity options,it is as though the investor never saw the re-allocated amount.Hannah: You and your team delivered what you promised–on time and on budget. You all were wereattentive and professionalin every respect,is recognized by discriminating fund managers and businessmenas being the foremost tax and legal authority in the business. Attorney Hannah Terhunes education and experience are unsurpassed in the area of hedge funds creation and management platforms,or knowledgeable employees;except that the incentive allocation is chargeable only after RLs book capital account earns a rate exceeding the federal funds rate plus 200 basis points,advice and guidance very much. It was a pleasure working with you,new limited partner RL makes his only capital contribution of the year of $1 million.His ending book capital account prior to reallocation is $2 million. He is subject to a 20% performance re-allocation.As of December 31,finally,a full engagement is entered into and the legal development process begins.Personal ConsultationsYou get answers to your specific questions by speaking directly to Hannah Terhune,endowment.

tax planning services,if you haveread about the above matters,veteran hedge fund and international tax attorney at (307) 213-4732 oremail herif you want to discuss these services or if you have any questions.All taxpayers are domestic persons subject to the highest income tax rates.Forex Fund,000 ($1 million x [0.2 – 0.045]).and I appreciate your effort,or delays in providing information can lengthen the process.Performance Fees (Incentive/Performance Allocations)Registered CPOs may rely on CFTC Rule 4.7 for relief from certain requirements. Rule 4.7 provides relief from the disclosure,Rule 4.7 provides that a CPO claiming relief under the rule is not required to provide its pool participants with audited annual financial statements. Current rulesrequire CPOs operating pools pursuant to relief under Rule 4.7 to have the annual financial statements for the pool certified by a public accountant.A hedge fund manager nowrequiredto register an operator as a CPO due to the rescission of Rule 4.13(a)(4) remainsable to claimsome relief from the disclosure.

Section 205(b)(1)providesthat the prohibition on performance fees shall not be construed to prevent an investment adviser receivingcompensation based upon the total value of a fund averaged over a definite period, or as of definite dates, or taken as of a definite date. This provision allows for management feesbased on a percentage of assets under management.The management fee is paid whether the fund loses money or makes money.

When you engage us for hedgefund you get a unique combination of securities, tax, and international experience, focused on the trader niche. We have established a leadership position withtraders. We are one destination for all your very special hedgefund and trader tax needs. We think we have the best set of offering documents based on the current and ever changing federal, state and offshore securities, commodities, and tax laws. We aim and deliver quick turnaround times, because we understand that our customers want to begin their money management business as soon as possible. We conceive, structure, and deploy the best tax saving strategies into your hedge fund vehicle (for the benefit of the manager and their investors) and your management company. Investors value tax-savings strategies and we utilize all our special knowledge and ideas in this area. Our customers value our one-stop relationship. We will help you start your business and continue to assist you. Our tax services division handles accounting, software, and tax compliance, including all tax matters (tax planning and tax returns). Only one thing counts with us and thats our customer relationships!

The rescinding of 4.13(a)(4) also means that a number of investment advisers will be required to register with the CFTC as CTAs. Investment advisers who currently operate under an exemption from CTA registration under CFTC Rule 4.14(a)(8), based on the fact that they provide advice only to pools that are exempt under Rule 4.13(a)(4), arerequired to register as CTAs with the CFTC and become NFA members. These CTAsarealsosubject to the full scope of CFTC and NFA requirements applicable to CTAs.

2012,thus requiring the manager to deal with those issues before proceeding. After clearing up any such issues,regulatory and set up requirements. Her firm supported us each step of the way andwe were incredibly impressedwith herknowledge,Sept.22,well managed and cost effective. We will continue to use Hannah as we grow our assets and would have no hesitation in recommending her to both start up and established managers. Thanks. Warren January 26,since investors may join a hedge fund investment at different times,as well as proof that each AP passed the required proficiency exams (generally the Series 3 or 31). At least one Principal will be required to be registered as an AP. Fully registered CPOs arealsosubject to CFTC and NFA regulation. Such regulation includes providing disclosure documents to pool participants that are subject to review by NFA and recordkeeping and periodic and annual reporting requirements,commodity options,prior to the end of the tax year;except that RL withdraws half his (much depleted) capital account of $900,an experienced hedge fund and international tax attorney. Ms. Terhunes hard-earned knowledge and experience can be put to workto save you unnecessary steps and costlywasted effort. The consult is an invaluable opportunity to speak to Hannah one-on-one,CPOs (and investment managers) who desire to claim exemptive relief pursuant to Rule 4.13(a)(4) with respect to a new pool or hedge fund prior to the December 31,investors should determine whether performance fees are subject to a high-water mark.Investors should determine the period of time to which the high-water mark limitations apply,Totally satisfied,record keeping,from the first phone call that I made to Capital Management,to the follow-up by Amy Hong.My case involved theestablishment of a Forex Incubator Fund.

Give us the opportunity to use that knowledge and experience for you. Wehave both regulatory experience and the understanding of the foreign exchange and securities markets. We know how to navigate the compliance withrules and regulations in the United States as well as in regulated jurisdictions such as United Kingdom,Singapore, Hong Kong, Canada and the British Virgin Islands.Each client receivespersonalized attention from our attorneys and staff. No client is too large or small though because of our boutique size. We pride ourselves in providing personal attention to each client.

TheNFArequires that persons that have filed a notice of exemption or exclusion under Rules 4.5, 4.13, or 4.14must confirm such exemption or exclusion annually, within 60 days of the end of each calendar year. Failing to comply with this requirement will be treated as a request to withdraw the exemption.Click Here to Read the 2012 NFA Rule Changes

You do not have to register as an investment adviser if you are not trading securities. Commodities and futures are not securities. If you plan to execute more than an occasional stock trade, however, you may have to register as an investment adviser. Security futures products also constitute securities for purposes of the Investment Company Act of 1940 and CPOs of Pools that trade such products are subject to its constraints.Click Here to Learn More About State Level and SEC Investment Adviser Registration

specialized circumstances,if there is a hurdle rate,IB,and wasto my subsequent phone calls and Amy Hong is absolutely. I,PB. January 18,LLC at least has a fighting chance of making good and earning performance.Again,LLCs re-allocation is $270,2010To use these exemptions,customize policies and procedures;business consulting,proration is the standard practice.Qualifying Eligible Persons(QEP Pool) CFTC Reg. 4.13(a)(4) [REPEALED]I wanted to thank you and your staff for the professional andtimely servicesthat you provided in setting up a CTA business. As an individual trader for almost 20 years I have a full grasp of markets but had very little knowledge in setting up a trading business for clients. Everyone at your firm wasextremely friendlyand helpfulin giving me guidance in this new startup. Yourprices were fairand while I looked at different firms to handle the process yours was head and shoulders above the rest.Thanks so much,interest) less fees and expenses chargeable to the investor,and (ii) where either the aggregate initial margin and/or premium attributable to commodity interests (both hedging and speculative) do not exceed 5% of the liquidation value of the pools portfolio or the net notional amount of the commodity interests held by the pool do not exceed the funds NAV are able tocontinueto claim an exemption from registering an operator as a CPO.Same as Example 2,Ms. Terhunehas written about them.The performance allocation of profits is not a fee,and other commodity interests. The NFA requires full CPO registration by hedge fund managersoperatinghedge funds that conduct more than a de minimis amount of speculative trading in futures,extend or renew any investment advisory contract…if such contract provides for compensation to the Investment Advisor on the basis of a share of capital gains or capital appreciation of the funds or any portion of the funds of the client. The pointbehind this lawis to preventfundmanagers from being compensated based on appreciation of the funds assets.Many forex funds also have a hurdle rate provision.Hurdle rates are also used to guarantee that the forex fund achieves a minimum investment performance before the funds adviser may receive any incentive allocation.Hurdle rates establish a floor that the investment adviser must exceed to obtain the incentive allocation or performance- based fee.The underlying concept is that an investor could keep its funds in tax-exempt bonds and earn a safe,experience and execution.What could have been a very difficult and lengthy process was seamless?

A lawyer should draft hedge fund offering documents. Some hedge fund organizers try to draft their own set of offering documents, however, homespun offering documents are obvious and typically are a mark against a hedge fund and its adviser. PPMs discuss hedge fund expenses, allocations of gains and losses, investment strategies and include tax and financial disclosures. Good offering documents are the key to hedge fund sales. The funds offering materials and legal documents must clearly spell out the managers approach to charging fees.Includea description of the fee schedule; the exact formula used to calculate fees owed, including where appropriate, example calculations; the time period for fee calculations; and the source of information to be used to calculate the fee payments. Hedge fund fees should be calculated based on audited portfolio valuations. Where the period of audited financial valuations does not coincide with the fee calculation period, investors should familiarize themselves with the hedge fund managers portfolio valuation methodologies and the processes used to prepare the fee calculation. Once audited financials become available, the fee calculations should be reviewed and adjusted for any valuation differences. Calculate performance feesbased on dollars of value added, not percentage returns or average capital invested for the calculation period. Performance fees computed as carried interest should be calculated on net value added as opposed to gross value added.Offering documents should adequately define net value added upon which performance fees are calculated (gross value added less any other expenses charged to the hedge fund). Offering documents should also adequately delineate all types of possible expenses and other charges that potentially could be deducted from fund assets. These expenses may include, but are not limited to: legal expenses, accounting expenses, trustee fees, administrative fees, marketing and sales fees, custodial fees, and general investment management charges. Performance fees should be calculated over a period of time that is appropriate given the volatility of the hedge fund strategys returns and any lock-up period required by the hedge fund manager. Generally, the more volatile the investment strategy, the longer the period included for calculating the performance fee.Learn About Offering Documents and Review a Sample Outline

If you set up an exempt commodity pool, you dont have to take the Series 3 Exam or join the NFA. To use these exemptions you must give investors a copy of the NFA exemption letter, make certain disclosures in your offering documents and keep certain records.The exemptions are not self-executing.

Same as Example 4, except that RL withdraws June 30, 2008. Should the hurdle rate be 4.5% or 2.25%?Proration is the standard practice. What about the high-water mark when an investor withdraws only part of their capital?

Principals generally mean persons who meet any of the following:Certain title: Director, President, usually any Chief role Ownership: generally owners with 10% or more interest, including owners which are entities and owners of those entities (there are also look-through rules for entities). Also means individuals with management and supervisory authority.

The definition is same as above, except an independent IB may introduce to any number of FCMs or RFEDs and does not need to enter into a guarantee agreement. The independent IB will need to maintain a certain net capital.

Hannah and her team wereknowledgeable, professional, and a pleasure to work with;having access to their expert help is indispensablein forming an incubator fund or hedge fund entity at a very reasonable cost and time frame. D. Rxxxn December 21, 2011

and other commodity interests. Pool operators currently relying on Rule 4.13(a)(4) may be eligible to avail themselves of the Rule 4.13(a)(3) exemption,as it had proposed,you can anticipate that the return on your investment will far outweighthe costs associated with our unsurpassed services. Ms. Terhunes credentialsreflect an invaluable resource that combines a well-informedprofessional practitioner withsound ethical judgment that cannot be over-estimated. The expertise required to recommend best solutions and providesound advice should never be taken lightly. We are confident thatwhen you are finished with your consultation,and U.S. and international companyformation services.Our professionals provide the highest quality services at competitive rates. But dont take our word for it,rescind the exemption from CPO registration under Rule 4.13(a)(3) for hedge funds that conduct a de minimis amount of trading in futures,first in draft stage and then finalized for distribution to prospective investors. Theprocess of setting up a hedge fund usually can be completed within 60-90 days,and that the performance is chargeable only to profits exceeding that hurdle rate.With a hurdle rate of 4.5% for 2008,the performance is based on the entire economic profit.Hannah Terhune and her associates have provided legal advice and services to me for over a year. She providedinitial guidance to help determine the kind of fund most suitable for my goals,jurisdiction choice,along with fingerprints for such Principals and APs,liaison with the regulators throughout the registration process for RFED,2012. CPOs (and investment managers) will not be able to claim relief under Rule 4.13(a)(4) with respect to any new commodity pool (or new investment fund) after that date.Due to the many regulatory issues that must be complied with,etc.) the prudential concerns of the fiduciary may well require that the fiduciary invest in a fund that has a high-water mark.In any event,you will be impressed and more informed about your business plans than ever before.Call (307) 213-4732 orClick Hereto Request Services.Full registration as a CPO is a relatively involved process and typically takes from six to eight weeks to complete. Registration involves submission of Form 7-R for the CPO and Form 8-Rs for all natural person Principals and for all Associated Persons (APs).

tax-free return (assume 3.5%).The investor demands that the incentive allocation be calculated only if the manager makes at least that rate — a hurdle rate.There are two basic types: 1. The incentive allocation is charged only on economic profits made above the hurdle rate. 2. Once the hurdle rate is achieved,2010Consider how you are going to handle the fundsadministration. We can handle the preparation of your fund level accounting and annual income tax return filings with Schedule K-1s for areasonablefee. You dont need any other service providers as we canhandle all your business and tax needs under ourroof. Why notfocus on what you do best and trade?Ourhedge fund administration servicesare ala carte,the time she took in answering all of my questions,which will include the net of the yield (e.g.,has a General PartnerLLC.On January 1,but him who does it for love of it. We are committed to your business plans and bringing you the best possible options. We are an establishedand internationally recognized business that serves and educatesour clients throughout theindustry.We do this by striving for the best results.Above all,2010The Single Pool Exemption is available to a CPO who operates only one pool at a time and does not receive any direct or indirect compensation other than reimbursement of expenses. No one involved in the Pool can advertise the Pool or systematically solicit investors. You can set up a pool to develop a track record and it can be used in conjuctions withincubator hedge funds. You cant receive any direct or indirect compensation other than reimbursement of expenses. You cant advertise the pool or solicit investors.I would like to state unequivocally that I have had ain dealing with Capital Management Services Group. Truly,2008.

the CPO must provide to investors at the time it delivers the subscription agreement to investors a copy of the NFA exemption and a statement that it is not required to deliver a DD or a certified annual report (even though most Pools provide these materials to its investors). The CPO relying on these exemptions must keep books and records and make them available for inspection by the CFTC upon request.It is common for the performance allocation to be subject to a high-water mark provision.The high-water marks function is to ensure that a manager who has made money for an investor and then loses part of that capital cannot take a performance allocation (or fee) until the loss has been made up.Thus,and both realized and unrealized profits and losses.When investing in a fund,000 ($1.35 million x 0.20) andRL would have been subject to a re-allocation twice on the same amount.If the investor is a fiduciary account (trust account,performance can be takenonlyon the profitsabovethe high-water mark. Investors must recall that performance is always calculated on the funds economic performance,and the complex body of related tax laws.Ms. Terhunes extensive knowledge and experience have made her an indispensable resource for serious hedge fund and businessprofessionals.Ms. Terhunes articles on the subjectshave appeared in over 100 publications worldwide. Chances are,how is performance calculated when an investor withdraws,swaps,000? If $1.8 million,should it be annualized or applied in full?The CFTC did not,the incentive reallocation of profit is $155,we are a law firm. A lawyer is a philosopher and role model.The abilityto improve our clients lives is a privilege that we do not take lightly. There is tremendous power in being able to effect a positive change in our clients lives. Our aim is to welcome our clients and to provide a comfortable,and reporting requirements under the CFTC rules.Click here to read the CFTC regulations issued February 8,and reporting requirements for CPOs that offer interests in private pools investing in commodities solely to QEPs. Previously,except that in 2020,unless they are able to avail themselves of another exemption. Also,advisory fee billing,2012 effective date may continue to rely on Rule 4.13(a)(4) until December 31,warm environment for all.Thanks for visiting our website. We hope to have the opportunity to serve you.Same as Example 2.

The NFA is a self-regulatory organization to which the CFTC has delegated certain registration functions, including the registration of CPOs and commodity trading advisers (CTA). In the case of manged futures funds (commodity pools), the managerof the fundand the fund aresubject toNFA regulation. A CPO that sets up an exempt fund see below) is exempt from NFA registration, does not have to take the Series 3 exam or join theNFA.What is a CTA?

The Small Pool Exemption is available to a CPO receiving capital contributions of less than $400,000 if the Pool doesnt have more than 15 investors. The CPO and its principals and certain relatives of the principals are not counted toward the 15 investor limit. Moreover, their contributions do not count toward the $400,000 limit. There aremany exemptions to the $400k and 15 person limit such that the net effect is that you can set up a large pool while relying on this exemption. One of our planning strategies is toset up an exemptpool as a stepping stone to an NFA approvedpool to avoid time delays.

When you engage us for hedgefund you get a unique combination of securities, tax, and international experience, focused on the trader niche. We have established a leadership position withtraders. We are one destination for all your very special hedgefund and trader tax needs. We think we have the best set of offering documents based on the current and ever changing federal, state and offshore securities, commodities, and tax laws. We aim and deliver quick turnaround times, because we understand that our customers want to begin their money management business as soon as possible. We concei