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Capital Raising Education Series: Rule 506b vs 506c

Sep 15, 2025

When it comes to raising capital, private funds often look to Regulation D exemptions. The two most common options, Rule 506(b) and Rule 506(c), offer different approaches, and the choice you make can shape how you build and expand your investor base.

In the video below, Brian Connell, CFA of Exponential AUM, and Brent Gillett, Esq. of Investment Law Group share their perspectives on what sets 506(b) and 506(c) apart. They cover everything from the simplicity of investor self-certification under 506(b) to the broad marketing opportunities unlocked by 506(c). You’ll also hear why transitioning from 506(b) to 506(c) is relatively straightforward, while moving in the opposite direction poses regulatory risks, and what fund managers should know about the mechanics of making that switch.

Fundraising isn’t just about accessing capital, it’s about doing so in a way that supports your long-term strategy. Watch the conversation below to gain expert insights into which exemption might best position your fund for success.

 

 

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Some of these items predate Richey May’s restructuring to an alternative practice structure. Richey May is no longer a CPA firm. All Attest services are provided by Richey, May & Co., LLP.

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