I have an LLC, with both voting and nonvoting membership interest
units. My business's clients are owners of organized fan groups
(roleplaying games, etc), and their individual players/fans. I am
trying to determine whether or not I have to contact the SEC and
either register my interest units or get an exemption.

Here's the scenario... I do not intend to offer the interest units to
the general public. However, I intend to make both the voting and
nonvoting units available for purchase by my clients (the group
owners), and possibly also the individual players/fans of the client
groups.

Since this is still kind of a restricted "public offer", rather than
selective offering of the ability to purchase to a specific person, do
you believe the SEC would consider this a public security offering,
and thus require registration and all that mess? If so, might this
necessity change by removing the nonvoting class of interest units?

Thanks!

You could also just call the sec office and ask.  I've phoned them a
few times, and the people with whom I spoke were always very nice.

Doh... True. I thought they were like the other major government
entities. "We'll make the rules, but go hire someone else to tell ya
how to apply them". :)

I'm closing the question, and just ask the SEC directly.