http://www.turnkeyhedgefunds.com What is meant by a “Private Offering” or “Private Placement?” The whole point of the private offering is to avoid burdensome registration and prospectus delivery requirements of the Federal Securities Laws. A “private offering” is exempted from such compliance. Regulation D provides the “safe harbor” provisions which, if complied with, will have the effect of exempting the private offering from compliance with the registration and prospectus delivery requirements of the Federal Securities Laws. It does not exempt the offering and persons associated therewith from compliance with the fraud provisions of the Federal Securities Laws or compliance with the various State Securities Laws. However, pursuant to recent federal legislation, states are prohibited from imposing their blue sky regulation on securities offered pursuant to Rul fiat currency e 506 of Regulation D except for the filing of the Form D or a substantially similar form and the payment of filing fees. How do I offer to sell interest in my fund ? Rule 502(C) of Regulation D prohibits any form of a general solicitation or general advertising. Generally the interests in your hedge fund may sold by Registered Broker Dealers or officers of the management (general partner) to those persons with whom there has been a prior relationship. Is the hedge fund restricted to selling only to “accredited investors” and what is an “accredited investor”? Rule 501 of Regulation D provides the definition “accredited investor” and provides that any person who comes within the following enumerated categories, or who the issuer reasonably believes to come within those categories, at the time of the sale of securities is an “accredited investor.