234.01 A limited partnership that owns a building will advertise for leases through newspaper advertisements. It is anticipated that some lessees may negotiate for an interest in the limited partnership as a condition of leasing space in the building. The private offering exemption for the sale of such limited partnership interests is not lost because of the general advertisements relating only to the availability of space. [Nov. 26, 2008]

234.02 Rule 506 sanctions the use of a representative who advises unsophisticated participants in the offering and thus furnishes the business sophistication required by Section 4(2) that the participants lack personally. Because of the safe-harbor character of the rules and because no-action positions generally are unavailable under Section 4(2), the Division will not express a view whether the use of a purchaser or offeree representative outside Rule 506 is an acceptable method to provide the sophistication requirement of Section 4(2) as construed by the courts and the Commission. [Nov. 26, 2008]

234.03 Sales of stock to promoters pursuant to Section 4(2) generally are not integrated with a subsequent intrastate offering exempt from registration pursuant to Section 3(a)(11). [Nov. 26, 2008]