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A is corrent because, pursuant to Rule 506 under Regulation D of the Securities Act of 1933, the issuer must restrict the initial purchasers’ right to resell the securities. In general, the securities must be held for 2 years to avoid losing the exemption from the full registration requirements of the 1933 Act.
B is incorrect because only Rules 505 and 506 place a limit on the number of nonaccredited investors and the limit is 35, not 25.
C is incorrect because Regulation D exempt issues may be subject to commission costs.
D is incorrect because none of the rules require all of the investor purchasers to be accredited institutional purchasers.