Following the Money - Investment Frameworks and Expansion

What Is the Regulatory Framework? • Securities Exchange Act of 1934 - Section 12(g)(1) registration requirements (cannot exceed 499 investors) Broker/Dealer exemption under Rule 3a4-1: The General Partner • Is an "associated person" of the partnership; • Is not now nor was in the past 12 months an "associated person of a broker or dealer"; • Does not receive a commission for the sale of the limited partnership interests; • Will perform substantial duties for the partnership; and • Does not participate in an offering more than once every 12 months. Morgan Lewis 28

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