Hedge Fund Partnership Form 1065 Returns: Identifying Fund Structures - PowerPoint PPT Presentation

FOR LIVE PROGRAM ONLY Hedge Fund Partnership Form 1065 Returns: Identifying Fund Structures and Preparing Tax Filings TUESDAY , JUNE 6, 2017, 1:00-2:50 pm Eastern IMPORTANT INFORMATION FOR THE LIVE PROGRAM This program is approved for 2 CPE credit hours . To earn credit you must: • Participate in the program on your own computer connection (no sharing) – if you need to register additional people, please call customer service at 1-800-926-7926 x10 (or 404-881-1141 x10). Strafford accepts American Express, Visa, MasterCard, Discover . • Listen on-line via your computer speakers. • Respond to five prompts during the program plus a single verification code . You will have to write down only the final verification code on the attestation form, which will be emailed to registered attendees. • To earn full credit, you must remain connected for the entire program. WHO TO CONTACT DURING THE LIVE EVENT For Additional Registrations : -Call Strafford Customer Service 1-800-926-7926 x10 (or 404-881-1141 x10) For Assistance During the Live Program : -On the web, use the chat box at the bottom left of the screen If you get disconnected during the program, you can simply log in using your original instructions and PIN.

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Hedge Fund Partnership Form 1065 Returns June 6, 2017 Christopher J. Williams, CPA, Director Katie Brandtjen, CPA, Senior Manager Citrin Cooperman, Livingston, N.J. EisnerAmper, New York cjwilliams@citrincooperman.com katie.brandtjen@eisneramper.com Jay M. Laurila, CPA, MT , Director Cohen & Company, Milwaukee jlaurila@cohencpa.com

Notice ANY TAX ADVICE IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN BY THE SPEAKERS’ FIRMS TO BE USED, AND CANNOT BE USED, BY A CLIENT OR ANY OTHER PERSON OR ENTITY FOR THE PURPOSE OF (i) AVOIDING PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER OR (ii) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN. You (and your employees, representatives, or agents) may disclose to any and all persons, without limitation, the tax treatment or tax structure, or both, of any transaction described in the associated materials we provide to you, including, but not limited to, any tax opinions, memoranda, or other tax analyses contained in those materials. The information contained herein is of a general nature and based on authorities that are subject to change. Applicability of the information to specific situations should be determined through consultation with your tax adviser.

FOCUS ON WHAT COUNTS Identifying fund and partnership structure Presented by Christopher Williams , Director [PROGRESSIVE] June 6, 2017

Biography • Christopher J. Williams is a director in the firm’s New Jersey office. He has 10 years of experience in public accounting, specializing in financial services. His clients include registered investment advisors, registered brokers and dealers, investment companies, hedge funds, private equity funds, general partnerships, and management companies. • Prior to joining Citrin Cooperman in 2016, Chris served clients at a Big 4 accounting firm. • Chris helps his clients prepare and plan for new regulatory matters and financial service business opportunities. He also advises them on how to improve efficiency and how to identify tax-savings opportunities. • Affiliations Chris is a member of the American Institute of Certified Public Accountants (AICPA), the New Jersey Society of Certified Public Accountants (NJSCPA), and the New York Society of Certified Public Accountants (NYSCPA). • Education & Licenses Chris earned his B.S. in Accounting and Masters of Accountancy in Taxation from Rutgers, The State University of New Jersey. Chris is a licensed Certified Public Accountant in the States of New Jersey and New York.

Legend Corporation (Onshore) Corporation (Offshore) Partnership Partnership (Onshore) (Offshore)* Investment Incentive Fee Management Fee Incentive Reallocation * A foreign eligible entity electing to be classified as a partnership. 7

Master Feeder Foreign & U.S. U.S. Taxable Tax Exempt Investors Investors Offshore Ltd Onshore Fund LP Master Fund Management GP LLC LP / Ltd Co LLC (Offshore)* Investments * A foreign eligible entity electing to be classified as a partnership. 8

Master Feeder continued • Investment Manager (Management Company) is often located in the U.S. and makes the investment decisions • Investments are generally held within the master fund only • Only investors in the master fund are the feeder funds and General Partner • Feeder funds are set up as LPs and Ltds to meet the needs of various investors • Only investments that the feeder funds generally hold are investments in the master fund • The Offshore Fund U.S. Dividends allocated will be net of the 30% withholding done by the broker. U.S. does not have a tax treaty with Cayman Islands, British Virgin Islands or Bermuda • The Onshore Fund may hold it own investments that generate Effective Connected Income. The Offshore fund will hold similar assets in a U.S. Blocker Corporation. – Investments types that are not typically held in the Master Fund; Publicly Traded Partnerships, Private Equity Investments and Investments in U.S. Real Property 9

Master Feeder Advantages and Disadvantages Advantages: • Single portfolio, less costs associated than a side by side structure • Greater leverage ability • No need to split trades daily or “rebalance” the portfolios when there is capital activity when compared to a side by side structure • Blocks unrelated business taxable income (UBTI) • Less administrative complexity • Provides anonymity for Non-U.S. Investors in the Offshore Fund Disadvantages: • Effectively connected income considerations for offshore fund • Fixed, Determination, Annual, Periodic (FDAP) Income withholding for offshore fund • Three audit reports – If the master and offshore fund are domiciled, additional Cayman signoff is needed 10

Common Jurisdiction for Hedge Funds: Cayman Islands • Leading jurisdiction for investment funds • Regulators: CIMA – generally all open-ended funds established in Cayman will need to be registered • Funds registered in Cayman will need to have a local auditor sign offshore, costing more time and money • Deemed open- ended if it issues “equity interests” (shares, partnership interests, or units) • Cayman Islands have no direct taxes of any kind (no corporation, capital gains, profits, or withholding taxes) • Organization for Economic Cooperation and Development (OECD) “White List” 11

Common Jurisdiction for Hedge Funds: British Virgin Islands (BVI) • BVI is one of the fifth largest jurisdictions for hedge fund formation (maybe second to Cayman) • English-based legal system and the benefit of a fast track court for commercial disputes lower costs of hedge fund formation • Financial Services Commission (FSC) is the regulatory body for open-ended funds, including public funds • Public funds are regulated by the Securities and Investment Business Act 2010 (SIBA) • Fund registered with SIBA will not be liable for payroll tax unless it has employees residing in BVI • No estate, inheritance, succession, or gift taxes payable • Income tax may apply to income/capital gains arising from interests in fund but rate is currently “zero” • Organization for Economic Cooperation and Development (OECD) “White List” 12

Common Jurisdiction for Hedge Funds: Bermuda • Bermuda is recognized by the international community for transparency and cooperation • Does not require a local auditor sign off, which saves time and money • There are a number of individuals on- Island who will ensure the fund’s compliance with its corporate governance requirements by acting as independent non-executive directors. There is no annual registration fee for Bermudian directors, resulting in cost savings for the fund. • The Bermuda Monetary Authority (the “Authority” or “BMA”) regulates Bermuda's financial services sector • Class A exempt funds, geared to managers with assets under management of at least $100 million and marketed only to qualified investors, can be registered and launched instantly via the BMA electronic filing system. Self-certification is permitted if the fund’s investment manager is already registered with an established regulator such as the U.S. Securities and Exchange Commission (SEC) or Britain’s Financial Conduct Authority (FCA), with no approval requirement from the BMA. • Class B exempt funds are available for non-licensed fund managers with assets under management of less than $100 million. • Organization for Economic Cooperation and Development (OECD) “White List” 13

Side by Side #1 (Incentive Fee) Foreign & U.S. U.S. Taxable Tax Exempt Investors Investors GP LLC Corporation (Offshore) Onshore Fund LP Management Co LLC Portfolio of Portfolio of Investments Investments * A foreign eligible entity electing to be classified as a partnership. 14