Zack Limited Partnership intends to sell $6 million of its limited partnership interests. Zack conducts all of its business activities in the state in which it was organized. Zack intends to use the offering proceeds to acquire municipal bonds. Which of the following statements is true concerning the offering and the registration exemptions that might be available to Zack under the Securities Act of 1933?
A. The offering is exempt from registration because of the intended use of the offering proceeds.
B. Under Rule 147 (regarding intrastate offerings), Zack may make up to five offers to nonresidents without jeopardizing the Rule 147 exemption.
C. If Zack complies with the requirements of Regulation D, any subsequent resale of a limited partnership interest by a purchaser is automatically exempt from registration.
D. If Zack complies with the requirements of Regulation D, Zack may make an unlimited number of offers to sell the limited partnership interests.
Answer: D. If Zack complies with the requirements of Regulation D, Zack may make an unlimited number of offers to sell the limited partnership interests.
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