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Make sure you get a securities attorney to help you. It will seem expensive, but WELL worth the cost. Check out www.syndicationlawyers.com I heard Gene Trowbridge speak last weekend, and he literally wrote the book on this stuff. He's got lots of good info on his site. Also google 506(c), 506(b), and the JOBS act. That'll get you a lot of information.
There was a real estate investing event a few months ago at which several successful investors in the DFW area were part of a panel. Somebody asked if they used PPM's for their deals, and all but ONE said they do not. There were comments such as, "the SEC isn't following the little guys," and "If you know all your investors well enough you don't really need one." That scares me to death as a deal sponsor. All it takes is ONE investor to claim they didn't understand the investment, and they can screw up the whole partnership. If you're only dealing with accredited investors, I guess you're somewhat more protected, but I still like the protection.