Navigating Beyond the Boundaries of Private Funds: Solicitation


Private funds are synonymous with exclusive investment opportunities, but they also come with many constraints, particularly regarding solicitation. Let’s explore the challenges associated with solicitation when managing private funds, dissect the nuances between the 506(b) and 506(c) rules under Regulation D, and reveal how Public VC Funds provide a solution for fund managers and investors seeking a more open and accessible investment landscape.

Unraveling the Challenges of Solicitation in Private Funds

Solicitation is a critical aspect of private funds, dictating how these funds can reach out to potential investors. Navigating this landscape is complex, and understanding the intricacies of solicitation rules is essential.

The Role of Regulation D

Regulation D, a set of exemptions under the Securities Act, is pivotal in governing how private funds can solicit investments. Two rules within Regulation D, Rule 506(b) and Rule 506(c), have a profound impact on solicitation practices in the private fund world.

1. Rule 506(b): The Traditional Approach

Under Rule 506(b), private funds have long adhered to a more conservative approach. They are barred from general solicitation or advertising, and they can only accept investments from accredited investors, and individuals meeting specific income or net worth requirements. While this rule allows private funds to accept a limited number of non-accredited investors (up to 35), it restricts a fund's ability to reach a broader audience.

2. Rule 506(c): The Paradigm Shift

Rule 506(c) represents a significant change, as it permits private funds to openly engage in general solicitation and advertising efforts. However, they must take reasonable steps to verify the accredited status of investors. 

Solicitation Constraints in Private Funds

Solicitation constraints in private funds present several challenges:

1. Exclusivity: Private funds that rely on Rule 506(b) are limited in their ability to solicit and advertise investments. This limitation may restrict their reach to potential investors who lack personal connections with the fund managers.

2. Complex Verification: While Rule 506(c) offers greater solicitation flexibility, it demands thorough verification of investor accreditation, which can be time-consuming and administratively burdensome.

3. Diversity Limitations: The restrictions on the number of non-accredited investors in Rule 506(b) can limit the diversity of a fund's investor base.

Welcome to Public VC Funds

In stark contrast to the constraints faced by private funds, public funds operate with far more openness. These funds are free to engage in solicitation and advertising to attract a broad spectrum of investors, regardless of their accreditation status. Public VC Funds bridge the solicitation constraints of private funds and the desire for more diverse and inclusive investment opportunities.


The constraints of solicitation in private funds, under the regulations of Rule 506(b) and Rule 506(c), represent a defining feature of the private investment landscape. The choice between these rules depends on the fund's strategy, its investor base, and its tolerance for solicitation restrictions. But they no longer need to be.

Sweater’s Public VC Fund structure removes the solicitation constraints that have long-defined private funds. We offer a new era of investment opportunities where investors, regardless of their accreditation status, can explore all possibilities and fund managers can focus on what’s most important, making investments. These funds offer a world of opportunity for those who don't meet the accredited investor criteria, bridging the gap between solicitation constraints and the desire for diverse investment possibilities.

In this ever-evolving financial landscape, the choices between private and public funds, 506(b) and 506(c) regulations highlight the need for investors and fund managers to carefully consider their investment goals, tolerance for constraints, and appetite for openness in solicitation.

Written by
The Sweater Team
Published on
February 8, 2024
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