On July 15, 2019, the staffs of the Securities and Exchange Commission (“SEC”) and the North American Securities Administrators Association issued a joint summary explaining the application of the federal and state securities laws to investments in qualified opportunity zone funds (“QOFs”). The summary discusses the opportunity zone program and when interests in QOFs would be considered securities under federal and state securities laws. As expected, interests in a QOF will typically constitute securities within the meaning of federal and state securities laws except in certain limited circumstances (such as when each partner in the QOF has a substantial role in its management). The summary also provides an overview of the SEC and state requirements relating to QOFs and their securities offerings, available exemptions from securities registration (including Rule 506(b) of Regulation D), broker registration requirements for those selling interests in QOFs, the application of the Investment Company Act of 1940 and considerations for advisers to a QOF. The summary is available here.
