Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscription Limits, and More

Recording of a 90-minute premium CLE video webinar with Q&A

Conducted on Wednesday, September 1, 2021

Recorded event now available

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Course Materials

This CLE course will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act that are relevant to private equity, venture capital, and hedge funds. The program will provide an in-depth analysis of each of the exemption requirements, as well as the pros and cons of seeking exemption from registration under these Acts.


When forming and operating private equity, venture capital, or hedge funds, fund managers and their counsel must navigate a maze of regulations under the Securities Act, the Exchange Act, the Investment Company Act, and the Investment Advisers Act.

Funds seeking an exemption from registration requirements of the Securities Act must have a keen understanding of who are accredited investors, as well as the general solicitation and advertising rules under Reg D. Exemption from broker-dealer registration is critical for partners and employees of private funds. Funds seeking an exemption from the disclosure and reporting obligations under the Exchange Act must pay particular attention to the 2000 investor limit, particularly concerning master-feeder structures and parallel fund structures.

Certain exemptions from the Investment Company Act require funds to either limit their number of investors to 100 or exceed that number only if the fund is owned by "qualified purchasers." Fund managers that choose to register as investment advisers under the Investment Advisers Act must limit their investors to "qualified clients." The two exemptions advisers can use to obtain exempt reporting status are the private fund adviser exemption and the venture capital fund adviser exemption.

The SEC's recently proposed amendments to the definition of "accredited investor" and "qualified institutional buyer" should have the effect of expanding access to private securities markets, which are now larger than public markets.

Listen as our authoritative panel of finance counsel discusses registration exemptions available to investment funds under the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act. The panel will cover the pros and cons of seeking exemption from registration under these Acts and proposed legislative changes under the new administration.



  1. Investment Company Act of 1940
    1. Qualified purchasers
    2. Less than 100 investors
    3. Funds owned exclusively by qualified purchasers
    4. Knowledgeable employees
  2. Securities Act of 1933
    1. Accredited investors
    2. General solicitation and general advertising
    3. Offerings Under Reg D
    4. Offshore offerings under Reg S
  3. Securities Exchange Act of 1934
    1. Issuer exemption from broker-dealer registration
    2. Investor limits
  4. Investment Advisers Act of 1940
    1. Qualified clients
    2. Exempt reporting advisers


The panel will review these and other key issues:

  • Why is it important for partners and employees of private funds to be exempt from broker-dealer registration?
  • Who are "qualified purchasers" under the Investment Company Act exemption that requires funds to be owned exclusively by qualified purchasers?
  • What benefits may fund managers enjoy by registering as investment advisers under the Investment Advisers Act?


Boeche, Robert
Robert R. Boeche, II

Shustak Reynolds & Partners

Mr. Boeche has broad experience in corporate and securities matters, including financial services and regulatory issues...  |  Read More

Choe, Anne
Anne C. Choe

Willkie Farr & Gallagher

Ms. Choe is a partner in Willkie’s Asset Management Group. She advises a wide range of pooled investment...  |  Read More

Hodge, Nicholas
Nicholas Hodge

K&L Gates

For more than 30 years Mr. Hodge has concentrated his practice on hedge funds and other private investment vehicles. In...  |  Read More

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