4. Passive Investors — If passive investors, work with the client in choosing and creating the appropriate investment vehicle (manager-managed LLC, limited partnership or corporation) and consult with client regarding compliance with the federal and state securities laws. Presuming that an exempt/private offering will be conducted:

a. Discuss management options for manager-managed LLC or limited partnership;

b. Advise client regarding creating a fictitious name company if needed;

c. Advise client regarding obtaining federal employer ID number;

d. Advise client regarding opening bank account for investor funds;

e. Advise client regarding optimum time to create investment vehicle;

f. Discuss application of SEC’s anti-fraud rule to all securities offerings;

g. Provide client with list of disclosures that originate with the producer client;

h. Provide instructions to client for most efficient PPM drafting process;

i. Help client determine revenue-sharing ratio between management and investor group;

j. Help client determine minimum and maximum offering proceeds and unit size;

k. Provide direction to client regarding preparation of the PPM’s estimated use of proceeds;

l. Advise client regarding SEC policy on financial projections;

m. Help client prepare box office comparables and financial projections (per SEC guidelines):

n. Prepare the required securities disclosure document and subscription agreement;

o. Help with federal and state notice filings;

p. Advise client regarding marketing limitations for the offering based on the specific exemption being used;

q. Discuss issuer sales and limitations re use of finders;

r. Advise client regarding use of supplemental offering materials;

s. Advise client regarding creating burden of proof file for demonstrating compliance.