Jan. 23, 2023
January 23, 2023 1. Changes to Form D a. Escrow institution and escrow agent must be listed on Form D. b. If contingency offering minimum must be reported on Form D d. Fund counsel must be listed Fund counsel must sign Form D in addition to Fund manager representative. e. Auditor must be listed on Form D f. If Fund anticipates making investments into foreign securities, must indicate on Form D. 2. Amendment to Limited Partnership Agreement must be a super majority, not a simple majority. Certain sections of LPA should not be Amendable after initial close. 3. Sections of Limited Partnership Agreement that are governed by SEC Rule, CFR statute, or State law must list that statute at the end of the section or individual clause so Limited partners can reference rule or statute. 4. Banks must register with SEC and/or State Securities Commission if they wish to escrow for securities and must provide annual report to state of securities that they have escrowed. 5. ALL Private Fund Offerings must produce a Private Placement Memorandum (PPM) NOT OPTIONAL 6. All PPMs must include a Business Plan that clearly outlines projected fund expenditures and personnel plans per annum to demonstrate a successful management strategy from inception through wind down. 7. After the Fund is closed ... ALL PPMs that were distributed to investors who did not invest must be collected and returned to Fund counsel for destruction. An official PPM tracking sheet must be signed by Fund counsel and Fund manager and sent to State Commission. Tracking sheet should indicate the PPM number and corresponding investor who became a limited partner.