Regulation D

Rules 501-508 under the Securities Act; Regulation D provides three non-exclusive safe harbors for transactions by an issuer that are not required to be registered under Section 5 of the Securities Act.  Rule 506(b), which is the most commonly relied upon of the three, provides an exemption for private placements under Section 4(a)(2) of the Securities Act without any limitation on the dollar amount.  Rule 504 provides an exemption under Section 3(b)(1) of the Securities Act for limited offerings of securities not exceeding $10 million.