Then I don't believe you have an issue. If you get to the point when you do charge a performance fee be sure to get some legal advice. You also need to be sure you can charge a non-qualified investor a performance fee as a de minimis pool. I'm unsure of the answer to that but I know once you reach the point when you are required to register you absolutely cannot charge a non-qualified investor a performance fee. You can accept up to 35 of them but they will be getting a free ride.
If its 80/20 profit/loss sharing based on 80/20 capital contributions - with no sweat equity for you versus your partner - and there is no profit allocation, then you are not being compensated for investment management and there is no registration required for CA, SEC or NFA.