Notice Filings) and filing fees. Rule5123 Private Funds issuer's securities and/or an issuer's (public or private) non-public securities. The non-public nature of the securities depends upon the respective registration exemptions. Exemptions apply at the issuer level for project finance purposes and at the fund level for private funds. Common registration exemptions for project finance include §4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Within Regulation D, the most common exemption is Rule 506. A quick summary of some of the private equity exemptions appears below: Maintain Unregistered Status Partial List Regulation D Most Common Retail Private Equity Exemption Rule 506: and up to 35 unaccredited investors and the JOBS Act for maximum number of investors Other Considerations: formed to purpose of investing in offering (reasonable care standard 502(d)) legends notifications/fees Accredited Investors status tie to subscription agreement pursuant to the Jobs Act practice to demonstrate absence of general solicitation avoid presumption of integration plan of financing; the same class of securities; or about the same time; consideration is being received; and same general purpose. QIBs $100 million (discretionary/ nonaffiliated) and Entity Type Regulation S Overseas Offerings regulations overseas, particularly to retail clients Subscription Agreements Advisable investment initiative that pools fractional investment interests in reliance upon registration exemptions of the Investment Company Act of 1940, as amended, for the purposes of investing in the securities of another company (excludes direct investments/project finance). Two of the common exemptions are briefly referenced below. However, an extensive filing may be required on Form PF, depending upon the type of fund that exists. Private Investment Company Basic Exemption, Section 3(c)(1) owners exempt from 100 investor threshold Institutional Private Investment Company Section 3(c)(7) Qualified Purchaser in investments must be separate offerings/feeders |