Regulation D strategies seek positive long-term capital gains from securities generally acquired directly from issuers or less frequently acquired in secondary offerings. The securities are generally offered in unregistered transactions pursuant to private placements in reliance on the exemption from registration provided by Regulation D under the United States Securities Act of 1933, as amended (the "Securities Act"), purchased through privately negotiated transactions with unaffiliated third parties. Reg D strategies often also invest in securities acquired in transactions consummated outside of the United States in reliance on Regulation S under the Securities Act.