David Has Put Together a Limited Partnership to Invest in Oil

David has put together a limited partnership to invest in oil exploration.He wants to sell limited partnership interests to investors.David plans to sell these interests to both accredited and non-accredited investors.Which of the following best describes the status of David's partnership interests as to the 1933 Securities Act?

A) Limited partnership interests are not securities under the 1933 Act,so David is exempt.
B) This transaction is exempt as a private placement.
C) This transaction is exempt as a private placement only if David sells to no more than 35 accredited investors.
D) This transaction is exempt as a private placement only if David sells to no more than 35 non-accredited investors.
E) This transaction is exempt as a private placement only if David sells no more than $1.5 million worth of securities.