@Gabe, I chose D by process of elimination.
A. The offering is exempt from registration, because of the intended use of the offering proceeds. – INCORRECT because the intended isn't the only reason that would make a offering exempt.
B. Under Rule 147 (regarding intrastate offerings), Zack may make up to five offers to non-residents without jeopardizing the Rule 147 exemption. – INCORRECT because you wouldn't be able to make out of state offerings to get the exemption.
C. If Zack complies with the requirements of Regulation D, any subsequent resale of a limited-partnership interest by a purchaser is automatically exempt from registration. – INCORRECT – You would have to wait 9 months for any resell.
D. If Zack complies with the requirements of Regulation D, Zack may make an unlimited number of offers to sell the limited-partnership interests. CORRECT – There is no limit to the amount of investor, or amount, under Rule 147.
Hope that helps.
FAR - 91
REG - 88
AUD - 98
BEC - 88