Under Section 5 of the Securities Act of 1933, all offers and sales of securities, including offers or sales of limited partnership interests or membership interests in a private fund, must be registered with the Securities and Exchange Commission, unless an applicable exemption applies to such an offer or sale. Regulation D, promulgated under the Securities Act, and Section 4(a)(5) of the Securities Act both contain commonly used exemptions that permit issuers to offer and sell securities without having to register the offering with the SEC; however, such offerings are not ...
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