This chapter addresses how emerging fund managers select appropriate regulatory structures in the US and EU, balancing distribution reach, investor access, and operational complexity.
US Regulatory Landscape
Rule 506(b): Private Offerings
Core Permission: Unlimited capital from unlimited accredited investors plus up to 35 sophisticated non-accredited purchasers, provided no general solicitation occurs.
Accreditation Verification: Managers need "reasonable belief" in accredited status based on existing relationships and available information—no formal third-party verification required.
State Blue Sky Requirements: While Rule 506 offerings are federally "covered securities" under NSMIA (preempting state merit review), most states still demand notice filings and fees, typically via NASAA's Electronic Filing Depository (EFD).
Rule 506(c): Public Marketing Route
Key Allowance: Permits public advertising (podcasts, LinkedIn, conference stages, landing pages) provided every purchaser is accredited and managers take "reasonable steps" to verify eligibility.
Verification Methods: The SEC lists non-exclusive approaches including review of tax documents (W-2s, K-1s, returns), bank/brokerage statements, or written confirmations from CPAs, attorneys, brokers, or advisers. Many emerging GPs use third-party services or in-house checklists with evidence retained in data rooms.
State Filing: Like 506(b), these are covered securities, yet states still require notice filings and fees through EFD.
Form D Filing
Deadline: 15 calendar days after the "first sale" (the date the first investor becomes irrevocably contractually committed). File on EDGAR; no SEC fee applies.
Enforcement Reality: The SEC brought stand-alone enforcement actions in December 2024 for late or missed filings, imposing civil penalties. Rule 507 allows courts to enjoin issuers from future Reg D reliance.
State Notices: Build a per-state tracker showing which jurisdictions require filings, applicable fees, and due dates keyed to first in-state sales. Maintain receipts.
Pre-Close Checklist
- Draft Form D before the first close to file immediately after
- Align issuer name and entities in offering documents to avoid amendments
- For 506(c) users, synchronize public marketing launch with filing plans
Formation Costs
Legal Fees: Credible ranges for private-fund formation span $20,000–$150,000+, depending on structure complexity (blockers, parallel entities, tax), negotiations, and firm tier. Use this as a planning band, then solicit quotes against your exact scope.
Platformized Alternatives
- AngelList: Posts venture-fund pricing with annual flat fees, percentage-of-commitments tiers, and implementation charges
- Allocations: Among the few to publish explicit prices (e.g., fund admin from $19,500/year, SPVs with posted fees), useful for transparent comparables
EU Pathways
AIFMD Passport: Pan-EU Professional Access
If you operate an EU Alternative Investment Fund Manager (AIFM) managing an EU AIF, the passport permits marketing across Member States once authorized, eliminating country-by-country patchwork.
Recent Updates: Directive (EU) 2024/927 (AIFMD II) was published March 26, 2024, entered force April 15, 2024, and must be transposed by Member States by April 16, 2026. New provisions address delegation, liquidity risk, supervisory reporting, depositary/custody, and loan-originating AIFs. Managers should run gap assessments now.
NPPR: National Private Placement Regimes
Non-EU managers or those ineligible for the passport can still market in certain Member States via NPPR, though requirements vary by country (pre-marketing notifications, filings, ongoing reporting, local fees, timelines).
This suits targeted market entry or measured testing but requires managing a compliance mosaic across jurisdictions. Start with a country-by-country matrix (rules, timelines, costs, reverse-solicitation approach) based on regulator pages and counsel summaries.
ELTIF 2.0: Semi-Liquid, Retail-Accessible Regime
Regulatory Framework: Regulation (EU) 2023/606 applies from January 10, 2024, and is the dedicated EU structure for long-term assets offered to retail/private-wealth investors. The accompanying Regulatory Technical Standards (Commission Delegated Regulation (EU) 2024/2759) entered force October 26, 2024.
Operating Model: The RTS specify mechanics for hedging derivatives, redemption policies, liquidity-management tools (LMTs), transfer matching, asset-disposal criteria, and cost disclosure. Many managers begin with quarterly dealing plus notice periods and gates, supported by a conservative liquidity sleeve.
Pre-Launch Preparation: Redemption/LMT architecture must be embedded in the prospectus, FAQs, and investor disclosures from inception. Expect iterative dialogue with the National Competent Authority, depositary, and distributor.
Decision Tree
- Professional investors across multiple Member States? → AIFMD passport (EU AIFM/EU AIF). Assess AIFMD II readiness now; transposition deadline is April 16, 2026.
- Testing 1–2 countries as a non-EU manager? → NPPR with local counsel; accept country-specific filings and ongoing reporting.
- Targeting private-wealth/retail with periodic liquidity? → ELTIF 2.0, engineered backward from the RTS (redemptions, LMTs, transfer matching, asset disposal, costs). Build dealing calendars and liquidity governance before distributor engagement.
Fee & Economics
The ILPA Principles 3.0 remain the standard for transparency and alignment. Use ILPA-style presentations for fees, waterfalls, GP commit sources, and clawback safeguards.
Management Fees
Many emerging managers propose ~2% during investment period, stepping down to invested capital or NAV thereafter. Small funds should demonstrate a budget and headcount supporting 1.5–2.0%; LPs scrutinize whether the fee starves portfolio work or over-funds G&A.
Carry and Waterfalls
- European ("fund-as-a-whole") waterfall: Carry only after returning contributed capital and, if applicable, preference. Reduces clawback risk; consistent with ILPA framing.
- American ("deal-by-deal") waterfall: Faster GP distributions but requires robust escrow and clawback mechanics.
GP Commitment
No statutory minimum; LPs expect meaningful, cash, at-risk capital with clear sourcing and timing. Present this on an ILPA economics page alongside offsets and fee waivers.
Sizing Implications
At $25–$75 million funds, each 50 basis points of fees represents meaningful runway (analysts, platforms, compliance). Pair headline fees with step-downs (post-investment), offsets (transaction/break fees), and a two-year cash budget demonstrating execution feasibility without post-investment-period atrophy. ILPA templates normalize presentation.
Waterfall Stress-Testing
Add a one-page "Math of the Waterfall" illustrating base, upside, and downside scenarios, showing when carry is paid, escrow percentages, and clawback timing if later losses reverse early deal-by-deal carry. Reference ILPA Principles/Model LPA for standardized terminology.
Service Provider Ecosystem
Fund Administration Pricing
Pricing varies with LP count, entity structure (feeders, blockers), jurisdictions, tax complexity, and portal/deal-ops bundling.
- AngelList: Pricing calculator displays one-time implementation plus predictable annual charges (flat + percentage of commitments) covering admin, K-1/tax, valuations, and LP portal
- Allocations: Publishes explicit prices (e.g., fund admin from $19,500/year, SPVs with posted fees), useful for benchmarking and early TCO models
Validation: Inclusions vary (audit/tax prep, parallel entities, non-US filings), so obtain two detailed quotes side-by-side with assumptions sheets (LP count, entities, tax filings, audit, FX, ELTIF add-ons if applicable).
Legal Counsel Selection
Large and mid-market firms publish formation guidance applicable to structuring SOWs: what constitutes organizational expenses, negotiation friction points, and commonly capped or pass-through documents.
Budget Range: Public sources place private-fund formation between $20,000–$150,000+ depending on structure (parallel/feeder/offshore), negotiations (side letters, MFN clauses), and firm tier. Treat as planning band; validate with quotes tied to your exact scope.
AML/KYC and Regulatory Compliance
All jurisdictions require investor AML/KYC at onboarding (sanctions/PEP screens, source-of-funds checks) and evidence retention in investor files, typically covered in base admin scope.
For EU retail access via ELTIF 2.0, add appropriateness/suitability checks, plus operational layers the RTS require: documented redemption policy, calibrated LMTs, transfer matching, disposal criteria, cost disclosures. These drive dealing calendars, notice periods, gates, and work across admin, distributor, and depositary. Embed in the admin SOW and investor-experience map.
LP-Ready Artifacts Checklist
US (506[b]/[c]) - Offering Mechanics Memo
3–5 pages, PDF covering:
- Rule election (506[b] vs 506[c])
- Investor eligibility (accredited-only for 506[c]; up to 35 sophisticated non-accrediteds for 506[b])
- Solicitation stance (public vs private)
- Form D timeline (EDGAR credentials, draft status, 15-day clock from first sale)
- State notice matrix (jurisdictions requiring filings/fees, responsible parties, deadlines)
- One-page appendix defining "first sale," signatories, evidence retention
US - Marketing & Verification Policy
2 pages + checklist:
- For 506(c): Reasonable-steps procedures (third-party or in-house), acceptable documents (CPA/attorney letters, W-2s, K-1s, brokerage statements), re-verification windows, retention periods, approval workflow
- For 506(b): "No general solicitation" definition, internal review for public appearances/posts, press protocols, pre-existing-relationship documentation
- Map every channel (events, podcasts, social, website) to an internal control
EU (AIFMD/NPPR/ELTIF) - Passport Plan
Slide + 1-pager covering:
- AIFM/AIF perimeter
- Target Member States
- Authorisation status
- AIFMD II gap-assessment with April 16, 2026 transposition deadline
- Roles (AIFM, depositary, administrator, auditor)
EU - NPPR Matrix
Counsel-led spreadsheet with:
- Country-by-country tabs: filings, timing, fees, ongoing reporting, reverse-solicitation stance, local counsel
- Status column (filed/pending/approved) and renewal dates
EU - ELTIF 2.0 Pack
Operations-first, then legal:
- Redemptions calendar (e.g., quarterly dealing days)
- Notice/gate parameters
- Chosen LMTs
- Transfer-matching and disposal criteria
- Cost-disclosure summary cross-referencing ELTIF 2.0 RTS
- Distributor/depositary confirmations
- Investor-communications templates (FAQ/KID, if applicable)