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

Under Rule 506(b) of Regulation D, how many non-accredited investors may participate in an offering?

  1. AZero
  2. BTen
  3. CThirty-five, but only if all are unsophisticated
  4. DUp to thirty-five, provided they are sophisticated and receive required disclosure✓ Correct answer
Explanation

Why DUp to thirty-five, provided they are sophisticated and receive required disclosure

Rule 506(b) permits up to 35 non-accredited but sophisticated investors, as long as they receive proper disclosure. Exceeding this limit invalidates the exemption.

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