Connecticut Subscription Agreement - A Section 3C1 Fund
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FAQ
Private funds must not plan to issue an IPO and their investors must be qualified purchases to qualify for the 3C7 exemption. There is no maximum limit for the number of purchasers of 3C7 funds. In contrast to 3C7, 3C1 funds deal with no more than 100 accredited investors.
Meaning that if you want to file a 3(c)5 you're looking at allocating at least 55% of your portfolio directly to real estate. The remaining 45% is broken down even further into two more tiers. First, an additional 25% of the portfolio must be in real estate related interests.
Qualifying venture capital funds are a subset of all venture capital funds. Generally, venture capital funds are limited to 100 beneficial owners. Qualifying venture capital funds, however, have the opportunity to raise money from more investors (up to 250 beneficial owners) if they manage less than $10 million.
A 3(c)(1) fund is a pooled investment vehicle that is excluded from the definition of investment company in the Investment Company Act because it has no more than 100 beneficial owners (or, in the case of a qualifying venture capital fund, 250 beneficial owners) and otherwise meets criteria outlined in Section 3(c)(1) ...
For the purpose of section 3(c)(1) of the Act, beneficial ownership by a com- pany owning 10 per centum or more of the outstanding voting securities of any issuer which is a small business in- vestment company licensed to operate under the Small Business Investment Act of 1958, or which has received from the Small ...
Types of 3(c)(1) Investors Generally speaking investors in Section 3(c)(1) hedge funds will be both accredited investors and qualified clients. A 3(c)(1) fund must limit its investors to qualified clients if it wants to charge a performance fee.
3(c)(1) In other words, 3C1 allows private funds with 100 or fewer investors (and venture capital funds with fewer than 250 investors) and no plans for an initial public offering to sidestep SEC registration and other requirements, including ongoing disclosure and restrictions on derivatives trading.
Section 3(a)(1) of the 1940 Act defines the term ?investment company.? Specifically, Section 3(a)(1)(A) of the 1940 Act defines ?investment company? to mean ?any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in ...