One of the most significant changes, registration of Investment Advisers and Associated Persons A most significant change to the registration requirements is the reduction to six Florida-resident clients in the preceding 12 months as the threshold for investment adviser registration. Chapter 517 previously contained an exemption from registering as an investment adviser if such person had no more than 15 clients in 12 consecutive months. This change brings Florida closer to a majority of states that have reduced their client threshold requirement to register and avoid the definition of an investment adviser to be exempt from the registration requirement.

Some of the most notable changes for private funds located in Florida: • Registration, licensing, and regulatory reform; • Expanded registration exemptions and marketing opportunities for private funds located in Florida; • The New Limited Offering Exemptions; • Testing the Waters — Florida will now allow companies to test the waters before undertaking an offering to determine whether the time, expense, and scope of an offering would be worthwhile.

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