Private Fund PPM Review + California Investment Adviser Compliance (Real Estate Fund)

Overview We are the sponsor of a Delaware limited partnership real estate fund conducting a Rule 506(c) private offering to verified accredited investors (target raise: $70M, $100K minimum). We have a complete, well-developed draft Private Placement Memorandum prepared for counsel review, with open items clearly bracketed and a detailed note-to-counsel punch list already built. We're looking for a California-licensed securities attorney (or attorney-led team) with private fund formation experience to (1) perform counsel review of the PPM and related fund documents, and (2) handle the California regulatory workstream for our investment manager entity. Scope of Work 1. PPM and offering document review Review the draft PPM for legal sufficiency, disclosure quality, and consistency (risk factors, conflicts of interest, fees, regulatory sections) Work through the bracketed open items and note-to-counsel punch list with us Conform the PPM to the LPA, Subscription Agreement, and Investment Management Agreement (or advise on gaps if you are also engaged to prepare/revise those documents — please indicate whether that's within your practice) 2. California investment adviser compliance / registration Our investment manager (a fund-management LLC) operates from California. We need you to: Confirm whether the manager qualifies for California's private fund adviser exemption (Exempt Reporting Adviser) or must register as a state investment adviser with the DFPI, and document the analysis Prepare and submit the Form ADV filing through IARD (ERA report or full registration, as applicable), including CRD/IARD account setup Advise on the qualified client requirement for charging carried interest under California's private fund adviser rules (Rule 205-3 conditions) and confirm our subscription documents capture it correctly Confirm California qualification/franchise tax registration needs for the fund entities doing business in California Advise on ongoing obligations (annual updating amendments, books and records, pay-to-play, etc.) 3. Related securities filings (as needed) Form D preparation and filing timeline State blue sky notice filings strategy for a 506(c) offering Rule 506(d) bad-actor questionnaire process Deliverables Marked-up PPM with counsel comments and a resolution memo on open items Written analysis of the manager's California registration/exemption status Completed and filed Form ADV (ERA or registration, as applicable) Checklist of remaining compliance items with owners and deadlines