The offer and sale of securities within the United States is subject to concurrent federal and state regulation. In order to avoid the registration of securities offered to investors (e.g., interests in a domestic limited partnership or shares in an offshore corporation), the securities of hedge funds, domestic and offshore, are typically offered under the private placement “safe harbor” provisions of Regulation D or the safe harbor for offerings outside the United States pursuant to Regulation S of the Securities Act of 1933, as amended. Additionally, most states require some kind of notice filings and fees before investors may be solicited, or at the time they invest in a fund.