Series 7 Exam Question 317: Answer and Explanation

Question: 317

A Regulation D private placement is

• A. an offering of securities to no more than 35 unaccredited investors in a 1-month period
• B. an intrastate offering
• C. an offering of securities worth no more than $5 million in a 12-month period
• D. a large offering of commercial paper

Correct Answer: A

Explanation:

A. A Regulation D offering is a provision in the Series Act of 1933 that exempts offerings sold to no more than 35 unaccredited (small) investors each year. Even though Regulation D offerings are limited to the number of small investors, the amount of money they can raise is not limited.