What's inside:

• Exemption Playbook: 506(b) for broad retail reach through relationships—no general solicitation, but unlimited accredited plus up to 35 sophisticated. Use 506(c) for marketing heavy: verify accreditation upfront, advertise freely. Match to your LP sourcing without SEC trips.
• Share Class Simplicity: Cap at three or four max. Class A for early commitments with preferred terms, Class B standard, Class C later at market. No side letters—public thresholds reward loyalty cleanly.
• Governance That Scales: Arm's-length transfers with appraisals, board oversight, 30-day LP notices. Embed DSCR floors, cap caps, exit triggers. Add quarterly KPI dashboards and bad-news protocols for trust.
• Documentation That Closes: 20-30 page PPMs max: clear risks, precise economics (current pay, cumulative preferred, senior to common), plain language one-pagers. Turns compliance into conversion.
• Audit-Proof Cadence: Annual counsel reviews, quarterly self-checks on verification and logs. Track exemption adherence and class balance without ops overload—your moat in tight markets.

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