in general solicitation or advertising to market the securities. If the issuer will not use general solicitation or advertising to market the securities then the sale of securities can be issued under Rule 506(b) to an unlimited number of accredited investors and up to 35 other purchasers. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated – that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment. In July 2013, the SEC issued new regulations as required by 2012 Jumpstart Our Business Startups Act. These new regulations add Rule 506(c) to allow general solicitation and advertising for a private placement offering. However, in a Rule 506(c) private offering all of the purchasers must be accredited investors and the issuer must take reasonable steps to determine that the purchaser is an accredited investor. Accredited investor exemption Section 4(a)(5) of the '33 Act exempts from registration offers and sales of securities to accredited investors when the total offering price is less than $5 million and no public solicitation or advertising is made. However, Regulation D does not address the offering of securities under this section of the '33 Act. This definition is also used in defining the size of investment allowed under Regulation A. Other countries In Canada, comparables to Reg D securities are termed exempt market securities and fall under National Instrument 45-106. References External links United States Securities and Exchange Commission (SEC) – Official site Introduction to the Federal Securities Laws Introduction to Private Placements State Securities Law Administrators U.S. Securities and Exchange Commission Hedge funds United States securities law