Absent an exemption, all offers and sales of securities must be registered with the Securities and Exchange Commission (SEC) under the Securities Act. Because venture capital funds and private equity funds are offering and selling securities when they seek and accept investors into their funds, such offers and sales must be registered with the SEC, unless an exemption is available. Generally, fund managers do not want to register the offers and sales of interests in their funds. Registration is avoided primarily because of the costs, the public disclosure obligations, and the ongoing compliance obligations that flow from registration. Fortunately, there are a number of exemptions available to.
