Fund sponsors who seek to market their funds internationally — and accept subscriptions from investors in multiple jurisdictions — face a bewildering array of laws. This article describes the applicable exemptions that a fund sponsor of a closed-end, private equity real estate fund can expect to rely on in Hong Kong.

The marketing and offering of interests in funds to the public in Hong Kong are subject to regulation under the Securities and Futures Ordinance of Hong Kong (SFO). The Hong Kong Securities and Futures Commission (SFC) is responsible for the administration and enforcement of the SFO and related rules and regulations.

An exemption from the securities offering restrictions under the SFO applies to any offering of interests in funds that is made only to “professional investors” as defined under the SFO. Alternatively, an offering to not more than 50 offerees in Hong Kong is not considered to be subject to the securities offering restrictions under the