REGULATION D PRIVATE PLACEMENT COMPLIANCE CHECKLIST

DOCUMENT INFORMATION

SECTION 1: EXEMPTION SELECTION

1.1 Rule Selection

Select the applicable Regulation D exemption:

☐ Rule 504 - Offerings up to $10 million in 12-month period
☐ Rule 506(b) - Unlimited amount, no general solicitation, up to 35 non-accredited investors
☐ Rule 506(c) - Unlimited amount, general solicitation permitted, all accredited investors required

1.2 Rule 504 Requirements (if applicable)

1.3 Rule 506(b) Requirements (if applicable)

1.4 Rule 506(c) Requirements (if applicable)

SECTION 2: PRE-OFFERING COMPLIANCE

2.1 Issuer Eligibility

2.2 Bad Actor Disqualification Review (Rule 506(d))

Covered Persons to Review:

☐ The issuer
☐ Any predecessor of the issuer
☐ Any affiliated issuer
☐ Directors, executive officers, or other officers participating in the offering
☐ General partners or managing members of the issuer
☐ 20% or greater beneficial owners (voting)
☐ Promoters connected with the issuer
☐ Investment managers and their principals
☐ Persons compensated for soliciting purchasers
☐ General partners or managing members of any compensated solicitor

Disqualifying Events Checklist:

Bad Actor Verification:

☐ All covered persons have completed bad actor questionnaires
☐ Background checks conducted where appropriate
☐ No disqualifying events identified
☐ Disclosure of pre-September 2013 events required under Rule 506(e)

Date of Bad Actor Review: [__/__/____]
Reviewed By: [________________________________]

SECTION 3: OFFERING DOCUMENTS

3.1 Private Placement Memorandum (PPM)

3.2 Subscription Agreement

3.3 Investor Questionnaire

3.4 Additional Documents

SECTION 4: ACCREDITED INVESTOR VERIFICATION

4.1 Accredited Investor Categories (Rule 501(a))

Individual Accredited Investors:

☐ Net worth exceeds $1,000,000 (excluding primary residence), individually or with spouse
☐ Income exceeded $200,000 (individual) in each of prior two years, expected same current year
☐ Income exceeded $300,000 (joint with spouse) in each of prior two years, expected same current year
☐ Hold Series 7, 65, or 82 licenses in good standing
☐ "Knowledgeable employees" of private fund issuer

Entity Accredited Investors:

☐ Bank, savings institution, broker-dealer, investment adviser, insurance company
☐ Investment company or business development company
☐ Small business investment company
☐ Rural business investment company
☐ Employee benefit plan with assets over $5 million
☐ Private business development company
☐ Organization with assets over $5 million (501(c)(3), corporation, partnership, LLC)
☐ Trust with assets over $5 million, not formed to acquire securities
☐ Entity owning investments over $5 million
☐ Family office with $5 million+ in AUM
☐ Family client of qualifying family office
☐ Entity where all equity owners are accredited investors

4.2 Rule 506(c) Verification Methods

For Individuals (Income-Based):

☐ Income Verification Method:
☐ IRS forms (W-2, 1099, K-1, 1040) for prior two years
☐ Third-party verification letter (CPA, attorney, broker-dealer, investment adviser)

☐ Net Worth Verification Method:
☐ Bank/brokerage statements (within 3 months)
☐ Third-party appraisals for assets
☐ Credit report for liabilities
☐ Third-party verification letter

For Entities:

☐ Most recent audited financial statements
☐ Government filings (bank reports, GAAP statements)
☐ Third-party verification

4.3 2025 Safe Harbor: Minimum Investment Verification (per March 2025 SEC Guidance)

☐ Natural Persons: Minimum investment of $200,000 or more
☐ Written representation that investor is accredited
☐ Written representation that minimum investment is not third-party financed
☐ No actual knowledge that investor is not accredited

☐ Entities: Minimum investment of $1,000,000 or more
☐ Written representation that entity is accredited
☐ Written representation that minimum investment is not third-party financed
☐ No actual knowledge that entity is not accredited

SECTION 5: FORM D FILING

5.1 Initial Form D Filing

First Sale Date: [__/__/____]
Form D Filing Deadline: [__/__/____]
Actual Filing Date: [__/__/____]
SEC Accession Number: [________________________________]

5.2 Form D Information Required

5.3 Form D Amendments

SECTION 6: BLUE SKY (STATE) COMPLIANCE

6.1 State Notice Filing Requirements

Rule 506 Offerings (Covered Securities under NSMIA):

☐ Federal preemption applies - no state registration required
☐ State notice filings still required in states where sales made

6.2 State-Specific Considerations

☐ All state notice filings completed
☐ State filing confirmations received and retained

SECTION 7: BROKER-DEALER AND PLACEMENT AGENT COMPLIANCE

7.1 Placement Agent Engagement

☐ No placement agent used
☐ Placement agent engaged

7.2 Finder Considerations

☐ No finders used
☐ Finders engaged - compliance review required

Warning: Unlicensed finders receiving transaction-based compensation may violate broker-dealer registration requirements. Review SEC guidance and state law.

7.3 FINRA Requirements (if broker-dealer involved)

☐ Private placement filing with FINRA (if required)
☐ Suitability determination documented
☐ Compensation disclosure

SECTION 8: ONGOING COMPLIANCE

8.1 Integration Analysis

Review for integration with other offerings:

☐ Integration safe harbor analysis completed
☐ Six-month separation maintained from prior Rule 506 offerings (if applicable)

8.2 Investor Tracking

8.3 Securities Legend Requirements

☐ Stock certificates/ownership documents contain proper restricted securities legend
☐ Transfer agent notified of restrictions
☐ Stop transfer instructions in place

Standard Legend Text:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM."

SECTION 9: RECORD RETENTION

9.1 Documents to Retain

SECTION 10: FINAL COMPLIANCE CERTIFICATION

10.1 Pre-Closing Checklist

☐ All offering documents finalized and distributed
☐ All investor subscriptions received and reviewed
☐ All accredited investor verifications completed
☐ All funds received into appropriate account
☐ Form D filed with SEC
☐ All required state filings completed
☐ Securities legend requirements satisfied
☐ Investor list finalized
☐ Closing documents prepared

10.2 Certification

I certify that this Regulation D offering has been conducted in compliance with all applicable requirements of the Securities Act of 1933, Regulation D, and applicable state securities laws.

______________________________________
Signature

[________________________________]
Name (Print)

[________________________________]
Title

Date: [__/__/____]

SOURCES AND REFERENCES

• SEC Regulation D Overview: https://www.sec.gov/resources-small-businesses/exempt-offerings
• Rule 506(b) Guidance: https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b
• Accredited Investor Verification: https://www.sec.gov/resources-small-businesses/capital-raising-building-blocks/assessing-accredited-investors-under-regulation-d
• Form D Filing: https://www.sec.gov/about/forms/formd.pdf
• March 2025 Self-Certification Guidance: SEC No-Action Letter and C&DIs

This template is provided for informational purposes only and does not constitute legal advice. Securities offerings involve complex legal and regulatory requirements. Consult with qualified securities counsel before conducting any securities offering.