In the United States, Private Placements as Defined by the Securities

In the United States, private placements as defined by the Securities Act of 1933 conform to each of conditions a) through d) EXCEPT

A) investors are capable of sustaining losses
B) investors purchase securities for their own portfolios and not for resale
C) sold to large and sophisticated investors
D) sold to only a few investors
E) Each of the above is a necessary condition