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Series 79: Underwriting & New Financing
Series 79 practice questionmediumRegulation D

A Rule 506(b) private placement has 50 investors, including 8 non-accredited but sophisticated investors. Is this compliant?

  1. AYes, up to 35 non-accredited investors are allowed if sophisticated✓ Correct answer
  2. BNo, only accredited investors are allowed in 506(b)
  3. CNo, there is a limit of 10 non-accredited investors
  4. DNo, all investors must be QIBs
Explanation

Why AYes, up to 35 non-accredited investors are allowed if sophisticated

Rule 506(b) allows up to 35 non-accredited but sophisticated investors. Exceeding this number or requiring QIBs would violate the rule, and there is no 10-investor limit for this exemption.

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