How do Fund of Funds get around the SEC look-through rules for investment companies? Say a FoF has 30-40 LPs and is structured as an LLC, wouldn't the SEC look through the fund entity and count each of the FoF investors as an investor in the fund? If so that would drastically reduce the number of investors they could have on their cap table.
Are Limited Partnerships not subject to the look-through rules that LLCs are?
Jul 26, 2023 10:28pm
They are subject to the look-through rules but LPs can have up to 249 investors. We would not recommend having this many as detailed in the article Haw shared above.
Jul 27, 2023 5:22pm