17 CFR Part 230 — General Rules and Regulations, Securities Act of 1933

Contents

2,699 provisions, too many to show on one page. Open a part or section to read it with its history and connections, or search inside the text.

1. 230.100 · Definitions of terms used in the rules and regulations.
   1. (a) As used in the rules and regulations prescribed in this part by the Securities and Exchange Commission pursuant to the Securities Act of 1933, unless the co
   2. (b) Unless otherwise specifically provided, the terms used in this part shall have the meanings defined in the act.
   3. (c) A rule in the general rules and regulations which defines a term without express reference to the Act or to the rules and regulations or to a portion thereo
2. 230.1001 · Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.
   1. (a) Exemption. Offers and sales of securities that satisfy the conditions of paragraph (n) of § 25102 of the California Corporations Code, and paragraph (b) of
   2. (b) Limitation on and computation of offering price. The sum of all cash and other consideration to be received for the securities shall not exceed $5,000,000,
   3. (c) Resale limitations. Securities issued pursuant to this § 230.1001 are deemed to be “restricted securities” as defined in Securities Act Rule 144 [§ 230.144]
3. 230.110 · Business hours of the Commission.
   1. (a) General. The principal office of the Commission, at 100 F Street, NE., Washington, DC 20549, is open each day, except Saturdays, Sundays, and Federal holida
   2. (b) Submissions made in paper. Paper documents filed with or otherwise furnished to the Commission may be submitted each day, except Saturdays, Sundays and fede
   3. (c) Filings by direct transmission. Filings made by direct transmission may be submitted to the Commission each day, except Saturdays, Sundays, and Federal holi
   4. (d) Filings by facsimile. Registration statements and post-effective amendments thereto filed by facsimile transmission pursuant to Rule 462(b) (§ 230.462(b)) a
4. 230.111 · Payment of filing fees.
5. 230.120 · Inspection of registration statements.
6. 230.122 · Non-disclosure of information obtained in the course of examinations and investigations.
7. 230.130 · Definition of “rules and regulations” as used in certain sections of the Act.
8. 230.131 · Definition of security issued under governmental obligations.
   1. (a) Any part of an obligation evidenced by any bond, note, debenture, or other evidence of indebtedness issued by any governmental unit specified in section 3(a
   2. (b) An obligation shall not be deemed a separate security as defined in paragraph (a) of this section if, (1) the obligation is payable from the general revenue
   3. (c) This rule shall apply to transactions of the character described in paragraph (a) of this section only with respect to bonds, notes, debentures or other evi
9. 230.132 · Definition of “common trust fund” as used in section 3(a)(2) of the Act.
   1. (a) The common trust fund is operated in compliance with the same state and federal regulatory requirements as would apply if the bank maintaining such fund and
   2. (b) The rights of persons for whose benefit a contributing bank acts as trustee, executor, administrator, or guardian would not be diminished by reason of the m
10. 230.133 · Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.
    1. (a) For purposes only of section 5 of the Act, no sale, offer to sell, or offer for sale shall be deemed to be involved so far as the stockholders of a corporat
    2. (b) Any person who purchases securities of the issuer from security holders of a constituent corporation with a view to, or offers or sells such securities for
    3. (c) Any constituent corporation, or any person who is an affiliate of a constituent corporation at the time any transaction specified in paragraph (a) of this s
    4. (d) Notwithstanding the provisions of paragraph (c) of this section, a person specified therein shall not be deemed to be an underwriter nor to be engaged in a
    5. (e) For the purposes of paragraph (d) of this section:
    6. (f) For the purposes of this rule, the term constituent corporation means any corporation, other than the issuer, which is a party to any transaction specified
11. 230.134 · Communications not deemed a prospectus.
    1. (a) Such communication may include any one or more of the following items of information, which need not follow the numerical sequence of this paragraph, provid
    2. (b) Except as provided in paragraph (c) of this section, every communication used pursuant to this section shall contain the following:
    3. (c) Any of the statements or information specified in paragraph (b) of this section may, but need not, be contained in a communication which:
    4. (d) A communication sent or delivered to any person pursuant to this section which is accompanied or preceded by a prospectus which meets the requirements of se
    5. (e) A section 10 prospectus included in any communication pursuant to this section shall remain a prospectus for all purposes under the Act.
    6. (f) The provision in paragraphs (c)(2) and (d) of this section that a prospectus that meets the requirements of section 10 of the Act precede or accompany a com
    7. (g) This section does not apply to a communication relating to an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq
12. 230.134a · Options material not deemed a prospectus.
    1. (a) The potential risks related to options trading generally and to each strategy addressed are explained;
    2. (b) No past or projected performance figures, including annualized rates of return are used;
    3. (c) No recommendation to purchase or sell any option contract is made;
    4. (d) No specific security is identified, other than
    5. (e) If there is a definitive options disclosure document, as defined in Rule 9b-1 under the Securities Exchange Act of 1934, the materials shall contain the nam
13. 230.134b · Statements of additional information.
14. 230.135 · Notice of proposed registered offerings.
    1. (a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on beh
    2. (b) Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more infor
15. 230.135a · Generic advertising.
    1. (a) For the purposes only of section 5 of the Act, a notice, circular, advertisement, letter, sign, or other communication, published or transmitted to any pers
    2. (b) If such communication contains a solicitation of inquiries and prospectuses for investment company securities are to be sent or delivered in response to suc
    3. (c) With respect to any communication describing any type of security, service, or product, the broker, dealer, or other person sponsoring such communication mu
16. 230.135b · Materials not deemed an offer to sell or offer to buy nor a prospectus.
17. 230.135c · Notice of certain proposed unregistered offerings.
    1. (a) For the purposes only of section 5 of the Act, a notice given by an issuer required to file reports pursuant to section 13 or 15(d) of the Securities Exchan
    2. (b) Any notice contemplated by this section may take the form of a news release or a written communication directed to security holders or employees, as the cas
    3. (c) Notwithstanding the provisions of paragraphs (a) and (b) of this section, in the case of a rights offering of a security listed or subject to unlisted tradi
    4. (d) The issuer shall file any notice contemplated by this section with the Commission under cover of Form 8-K (§ 249.308 of this chapter) or furnish such notice
18. 230.135d · Communications involving security-based swaps.
    1. (a) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), the publication or distribution of quotes relating to security-based swaps that may be purcha
    2. (b) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), a broker, dealer, or security-based swap dealer's publication or distribution of a research r
19. 230.135e · Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.
    1. (a) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), an issuer that is a foreign private issuer (as defined in § 230.405) or a foreign government
    2. (b) Any written press-related materials specified in paragraph (a)(3) of this section must:
    3. (c) For the purposes of this section, United States means the United States of America, its territories and possessions, any State of the United States, and the
20. 230.136 · Definition of certain terms in relation to assessable stock.
    1. (a) An offer, offer to sell, or offer for sale of securities shall be deemed to be made to the holders of assessable stock of a corporation when such corporatio
    2. (b) The term transactions by any person other than an issuer, underwriter or dealer in section 4(1) of the Act shall not be deemed to include the offering or sa
    3. (c) The term assessable stock means stock which is subject to resale by the issuer pursuant to statute or otherwise in the event of a failure of the holder of s
21. 230.137 · Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.
    1. (a) The broker or dealer (and any affiliate) that has distributed the report and, if different, the person (and any affiliate) that has published the report hav
    2. (b) In connection with the publication or distribution of the research report, the broker or dealer (and any affiliate) that has distributed the report and, if
    3. (c) The broker or dealer publishes or distributes the research report in the regular course of its business.
    4. (d) The issuer is not and during the past three years neither the issuer nor any of its predecessors was:
    5. (e) Definition of research report. For purposes of this section, research report means a written communication, as defined in Rule 405, that includes informatio
22. 230.138 · Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.
    1. (a) Registered offerings. Under the following conditions, a broker's or dealer's publication or distribution of research reports about securities of an issuer s
    2. (b) Rule 144A offerings. If the conditions in paragraph (a) of this section are satisfied, a broker's or dealer's publication or distribution of a research repo
    3. (c) Regulation S offerings. If the conditions in paragraph (a) of this section are satisfied, a broker's or dealer's publication or distribution of a research r
    4. (d) Definition of research report. For purposes of this section, research report means a written communication, as defined in Rule 405, that includes informatio
    5. (ii) The research report relates solely to the issuer's non-convertible debt securities or non-convertible, non-participating preferred stock, and the offering
23. 230.139 · Publications or distributions of research reports by brokers or dealers distributing securities.
    1. (a) Registered offerings. Under the conditions of paragraph (a)(1) or (2) of this section, a broker's or dealer's publication or distribution of a research repo
    2. (b) Rule 144A offerings. If the conditions in paragraph (a)(1) or (a)(2) of this section are satisfied, a broker's or dealer's publication or distribution of a
    3. (c) Regulation S offerings. If the conditions in paragraph (a)(1) or (a)(2) of this section are satisfied, a broker's or dealer's publication or distribution of
    4. (d) Definition of research report. For purposes of this section, research report means a written communication, as defined in Rule 405, that includes informatio
    5. (i) At such date, meets the minimum float provisions of General Instruction I.B.1 of such Forms; or
    6. (ii) At the date of reliance on this section, is, or if a registration statement has not been filed, will be, offering non-convertible securities, other than co
24. 230.139a · Publications by brokers or dealers distributing asset-backed securities.
    1. (a) The broker or dealer shall have previously published or distributed with reasonable regularity information, opinions or recommendations relating to SF-3 ABS
    2. (b) If the registered securities are proposed to be offered, offered or part of an unsold allotment or subscription, the information, opinion or recommendation
    3. (c) Sufficient information is available from one or more public sources to provide a reasonable basis for the view expressed by the broker or dealer with respec
    4. (d) If the material published by the broker or dealer identifies asset-backed securities backed directly or indirectly by substantially similar collateral as th
25. 230.139b · Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.
    1. (a) Registered offerings. Under the conditions of paragraph (a)(1) or (2) of this section, the publication or distribution of a covered investment fund research
    2. (b) Self-regulatory organization rules. A self-regulatory organization shall not maintain or enforce any rule that would prohibit the ability of a member to pub
    3. (c) Definitions. For purposes of this section:
    4. (ii) The covered investment fund research report:
26. 230.140 · Definition of “distribution” in section 2(11) for certain transactions.
27. 230.141 · Definition of “commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions” in section 2(11), for certain transactions.
    1. (a) The term commission in section 2(11) of the Act shall include such remuneration, commonly known as a spread, as may be received by a distributor or dealer a
    2. (b) The term commission from an underwriter or dealer in section 2(11) of the Act shall include commissions paid by an underwriter or dealer directly or indirec
    3. (c) The term usual and customary distributors' or sellers' commission in section 2(11) of the Act shall mean a commission or remuneration, commonly known as a s
28. 230.142 · Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.
    1. (a) The terms participates and participation in section 2(11) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) shall not include the interest of a person (1) who is n
    2. (b) As used in this section:
29. 230.143 · Definition of “has purchased”, “sells for”, “participates”, and “participation”, as used in section 2(11), in relation to certain transactions of foreign governments for war purposes.
30. 230.144 · Persons deemed not to be engaged in a distribution and therefore not underwriters.
    1. (a) Definitions. The following definitions shall apply for the purposes of this section.
    2. (b) Conditions to be met. Subject to paragraph (i) of this section, the following conditions must be met:
    3. (c) Current public information. Adequate current public information with respect to the issuer of the securities must be available. Such information will be dee
    4. (d) Holding period for restricted securities. If the securities sold are restricted securities, the following provisions apply:
    5. (e) Limitation on amount of securities sold. Except as hereinafter provided, the amount of securities sold for the account of an affiliate of the issuer in reli
    6. (f) Manner of sale. (1) The securities shall be sold in one of the following manners:
    7. (g) Brokers' transactions. The term brokers' transactions in section 4(4) of the Act shall for the purposes of this rule be deemed to include transactions by a
    8. (h) Notice of proposed sale. (1) Reporting issuers. If the issuer is, and has been for a period of at least 90 days immediately before the sale, subject to the
    9. (i) An issuer, other than a business combination related shell company, as defined in § 230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regula
    10. (ii) An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).
31. 230.144A · Private resales of securities to institutions.
    1. (a) Definitions. (1) For purposes of this section, qualified institutional buyer shall mean:
    2. (b) Sales by persons other than issuers or dealers. Any person, other than the issuer or a dealer, who offers or sells securities in compliance with the conditi
    3. (c) Sales by dealers. Any dealer who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not
    4. (d) Conditions to be met. To qualify for exemption under this section, an offer or sale must meet the following conditions:
    5. (e) Offers and sales of securities pursuant to this section shall be deemed not to affect the availability of any exemption or safe harbor relating to any previ
    6. (i) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on
    7. (ii) The requirement that the information be reasonably current will be presumed to be satisfied if:
32. 230.145 · Reclassification of securities, mergers, consolidations and acquisitions of assets.
    1. (a) Transactions within this section. An offer, offer to sell, offer for sale, or sale shall be deemed to be involved, within the meaning of section 2(3) of the
    2. (b) Communications before a Registration Statement is filed. Communications made in connection with or relating to a transaction described in paragraph (a) of t
    3. (c) Persons and parties deemed to be underwriters. For purposes of this section, if any party to a transaction specified in paragraph (a) of this section is a s
    4. (d) Resale provisions for persons and parties deemed underwriters. Notwithstanding the provisions of paragraph (c), a person or party specified in that paragrap
    5. (e) Definitions. (1) The term affiliate as used in paragraphs (c) and (d) of this section shall have the same meaning as the definition of that term in § 230.14
33. 230.145a · Business combinations with reporting shell companies.
    1. (a) No or nominal operations;
    2. (b) Either:
    3. (c) An obligation to file reports under section 13 (15 U.S.C. 78m) or section 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et
34. 230.146 · Rules under section 18 of the Act.
    1. (a) Prepared by or on behalf of the issuer. An offering document (as defined in Section 18(d)(1) of the Act [15 U.S.C. 77r(d)(1)]) is “prepared by or on behalf
    2. (b) Covered securities for purposes of Section 18.
35. 230.147 · Intrastate offers and sales.
    1. (a) This section shall not raise any presumption that the exemption provided by section 3(a)(11) of the Act (15 U.S.C. 77c(a)(11)) is not available for transact
    2. (b) Manner of offers and sales. An issuer, or any person acting on behalf of the issuer, shall be deemed to conduct an offering in compliance with section 3(a)(
    3. (c) Nature of the issuer. The issuer of the securities shall at the time of any offers and sales be a person resident and doing business within the state or ter
    4. (d) Residence of offerees and purchasers. Offers and sales of securities pursuant to this section (§ 230.147) shall be made only to residents of the state or te
    5. (e) Limitation on resales. For a period of six months from the date of the sale by the issuer of a security pursuant to this section (§ 230.147), any resale of
    6. (f) Precautions against interstate sales. (1) The issuer shall, in connection with any securities sold by it pursuant to this section:
    7. (g) Integration with other offerings. To determine whether offers and sales should be integrated, refer to § 230.152.
    8. (i) Place a prominent legend on the certificate or other document evidencing the security stating that: “Offers and sales of these securities were made under an
    9. (ii) Issue stop transfer instructions to the issuer's transfer agent, if any, with respect to the securities, or, if the issuer transfers its own securities, ma
36. 230.147A · Intrastate sales exemption.
    1. (a) Scope of the exemption. Offers and sales by or on behalf of an issuer of its securities made in accordance with this section (§ 230.147A) are exempt from se
    2. (b) Manner of offers and sales. An issuer, or any person acting on behalf of the issuer, may rely on this exemption to make offers and sales using any form of g
    3. (c) Nature of the issuer. The issuer of the securities shall at the time of any offers and sales be a person resident and doing business within the state or ter
    4. (d) Residence of purchasers. Sales of securities pursuant to this section (§ 230.147A) shall be made only to residents of the state or territory in which the is
    5. (e) Limitation on resales. For a period of six months from the date of the sale by the issuer of a security pursuant to this section (§ 230.147A), any resale of
    6. (f) Precautions against interstate sales. (1) The issuer shall, in connection with any securities sold by it pursuant to this section:
    7. (g) Integration with other offerings. To determine whether offers and sales should be integrated, refer to § 230.152.
    8. (i) Place a prominent legend on the certificate or other document evidencing the security stating that: “Offers and sales of these securities were made under an
    9. (ii) Issue stop transfer instructions to the issuer's transfer agent, if any, with respect to the securities, or, if the issuer transfers its own securities, ma
37. 230.148 · Exemption from general solicitation or general advertising.
    1. (a) A communication will not be deemed to constitute general solicitation or general advertising if made in connection with a seminar or meeting in which more t
    2. (b) [Reserved]
38. 230.149 · Definition of “exchanged” in section 3(a)(9), for certain transactions.
39. 230.150 · Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.
40. 230.151 · Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).
    1. (a) Any annuity contract or optional annuity contract (a contract) shall be deemed to be within the provisions of section 3(a)(8) of the Securities Act of 1933
    2. (b) The insurer shall be deemed to assume the investment risk under the contract if:
    3. (c) The term specified rate of interest, as used in paragraph (b)(2)(ii) of this section, means a rate of interest under the contract that is at least equal to
41. 230.152 · Integration.
    1. (a) General principle of integration. If the safe harbors in paragraph (b) of this section do not apply, in determining whether two or more offerings are to be
    2. (b) Safe harbors. No integration analysis under paragraph (a) of this section is required, if any of the following non-exclusive safe harbors apply:
    3. (c) Commencement of an offering. For purposes of this section, an offering of securities will be deemed to be commenced at the time of the first offer of securi
    4. (d) Termination or completion of an offering. For purposes of this section, the termination or completion of an offering is deemed to have occurred when the iss
42. 230.152a · Offer or sale of certain fractional interests.
43. 230.153 · Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.
    1. (a) Definition of preceded by a prospectus. The term preceded by a prospectus as used in section 5(b)(2) of the Act, regarding any requirement of a broker or de
    2. (b) Conditions. Any requirement of a broker or dealer to deliver a prospectus for transactions covered by paragraph (a) of this section will be satisfied if:
    3. (c) Definitions. (1) The term national securities exchange, as used in this section, shall mean a securities exchange registered as a national securities exchan
44. 230.153a · Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions requiring approval of security holders.
    1. (a) Prior to the vote of security holders on such transactions; or,
    2. (b) With respect to actions taken by consent, prior to the earliest date on which the corporate action may be taken; to all security holders of record of such c
45. 230.153b · Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.
    1. (a) Such options market shall thereto have requested of the issuer, from time to time, such number of copies of such prospectus as may have appeared reasonably
    2. (b) The issuer shall have furnished such options market with such reasonable number of copies of such prospectus as may have been requested by the options marke
46. 230.154 · Delivery of prospectuses to investors at the same address.
    1. (a) Delivery of a single prospectus. If you must deliver a prospectus under the federal securities laws, for purposes of sections 5(b) and 2(a)(10) of the Act (
    2. (b) Implied consent. You do not need to obtain written consent from an investor under paragraph (a)(3) of this section if all of the following conditions are me
    3. (c) Revocation of consent. If an investor, orally or in writing, revokes consent to delivery of one prospectus to a shared address (provided under paragraphs (a
    4. (d) Definition of address. For purposes of this section, address means a street address, a post office box number, an electronic mail address, a facsimile telep
47. 230.155 · [Reserved]
48. 230.156 · Investment company and registered non-variable annuity sales literature.
    1. (a) Under the Federal securities laws, including section 17(a) of the Securities Act of 1933 (15 U.S.C. 77q(a)) and section 10(b) of the Securities Exchange Act
    2. (b) Whether or not a particular description, representation, illustration, or other statement involving a material fact is misleading depends on evaluation of t
    3. (c) For purposes of this section, the term sales literature shall be deemed to include any communication (whether in writing, by radio, or by television) used b
    4. (d) Nothing in this section may be construed to prevent a business development company or a registered closed-end investment company from qualifying for an exem
49. 230.157 · Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.
    1. (a) When used with reference to an issuer, other than an investment company, for purposes of the Securities Act of 1933, mean an issuer whose total assets on th
    2. (b) When used with reference to an investment company that is an issuer for purposes of the Act, have the meaning ascribed to those terms by § 270.0-10 of this
50. 230.158 · Definitions of certain terms in the last paragraph of section 11(a).
    1. (a) An “earning statement” made generally available to securityholders of the registrant pursuant to the last paragraph of section 11(a) of the Act shall be suf
    2. (b) For purposes of the last paragraph of section 11(a) only, the “earning statement” contemplated by paragraph (a) of this section shall be deemed to be “made
    3. (c) For purposes of the last paragraph of section 11(a) of the Act only, the effective date of the registration statement is deemed to be the date of the latest
    4. (d) If an earnings statement was made available by “other methods” than those specified in paragraphs (a) and (b) of this section, the earnings statement must b
51. 230.159 · Information available to purchaser at time of contract of sale.
    1. (a) For purposes of section 12(a)(2) of the Act only, and without affecting any other rights a purchaser may have, for purposes of determining whether a prospec
    2. (b) For purposes of section 17(a)(2) of the Act only, and without affecting any other rights the Commission may have to enforce that section, for purposes of de
    3. (c) For purposes of section 12(a)(2) of the Act only, knowing of such untruth or omission in respect of a sale (including, without limitation, a contract of sal
52. 230.159A · Certain definitions for purposes of section 12(a)(2) of the Act.
    1. (a) Definition of seller for purposes of section 12(a)(2) of the Act. For purposes of section 12(a)(2) of the Act only, in a primary offering of securities of t
    2. (b) Definition of by means of for purposes of section 12(a)(2) of the Act. (1) For purposes of section 12(a)(2) of the Act only, an offering participant other t
    3. (i) The offering participant used or referred to the free writing prospectus in offering or selling the securities to the purchaser;
    4. (ii) The offering participant offered or sold securities to the purchaser and participated in planning for the use of the free writing prospectus by one or more
53. 230.160 · Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.
54. 230.161 · Amendments to rules and regulations governing exemptions.
55. 230.162 · Submission of tenders in registered exchange offers.
    1. (a) Notwithstanding section 5(a) of the Act (15 U.S.C. 77e(a)), an offeror may solicit tenders of securities in an exchange offer before a registration statemen
    2. (b) Notwithstanding Section 5(b)(2) of the Act (15 U.S.C. 77e(b)(2)), a prospectus that meets the requirements of Section 10(a) of the Act (15 U.S.C. 77j(a)) ne
56. 230.163 · Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.
    1. (a) In an offering by or on behalf of a well-known seasoned issuer, as defined in Rule 405 (§ 230.405), that will be or is at the time intended to be registered
    2. (b) Conditions—(1) Legend. (i) Every written communication that is an offer made in reliance on this exemption shall contain substantially the following legend:
    3. (e) A communication exempt from section 5(c) of the Act pursuant to this section will not be considered to be in connection with a securities offering registere
    4. (ii) The legend also may provide an e-mail address at which the documents can be requested and may indicate that the documents also are available by accessing t
57. 230.163A · Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed.
    1. (a) Except as excluded pursuant to paragraph (b) of this section, in all registered offerings by issuers, any communication made by or on behalf of an issuer mo
    2. (b) The exemption in paragraph (a) of this section shall not be available with respect to the following communications:
    3. (c) For purposes of this section, a communication is made by or on behalf of an issuer if the issuer or an agent or representative of the issuer, other than an
    4. (d) A communication exempt from section 5(c) of the Act pursuant to this section will not be considered to be in connection with a securities offering registere
58. 230.163B · Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.
    1. (a) Attempted compliance with this rule does not act as an exclusive election, and the issuer also may claim the availability of any other applicable exemption
    2. (b) (1) An issuer, or any person authorized to act on behalf of an issuer, may engage in oral or written communications with potential investors described in pa
    3. (c) Communications under this rule may be made with potential investors that are, or that an issuer or person authorized to act on its behalf reasonably believe
59. 230.164 · Post-filing free writing prospectuses in connection with certain registered offerings.
    1. (a) In connection with a registered offering of an issuer meeting the requirements of this section, a free writing prospectus, as defined in Rule 405 (§ 230.405
    2. (b) An immaterial or unintentional failure to file or delay in filing a free writing prospectus as necessary to satisfy the filing conditions contained in Rule
    3. (c) An immaterial or unintentional failure to include the specified legend in a free writing prospectus as necessary to satisfy the legend condition contained i
    4. (d) Solely for purposes of this section, an immaterial or unintentional failure to retain a free writing prospectus as necessary to satisfy the record retention
    5. (e) Ineligible issuers. (1) This section and Rule 433 are available only if at the eligibility determination date for the offering in question, determined pursu
    6. (f) Excluded issuers. This section and Rule 433 are not available if the issuer is an investment company registered under the Investment Company Act of 1940 (15
    7. (g) Excluded offerings. This section and Rule 433 are not available if the issuer is registering a business combination transaction as defined in Rule 165(f)(1)
    8. (h) For purposes of this section and Rule 433, the determination date as to whether an issuer is an ineligible issuer in respect of an offering shall be:
60. 230.165 · Offers made in connection with a business combination transaction.
    1. (a) Communications before a registration statement is filed. Notwithstanding section 5(c) of the Act (15 U.S.C. 77e(c)), the offeror of securities in a business
    2. (b) Communications after a registration statement is filed. Notwithstanding section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), any written communication (other t
    3. (c) Conditions. To rely on paragraphs (a) and (b) of this section:
    4. (d) Applicability. This section is applicable not only to the offeror of securities in a business combination transaction, but also to any other participant tha
    5. (e) Failure to file or delay in filing. An immaterial or unintentional failure to file or delay in filing a prospectus described in this section will not result
    6. (f) Definitions. (1) A business combination transaction means any transaction specified in § 230.145(a) or exchange offer;
61. 230.166 · Exemption from section 5(c) for certain communications in connection with business combination transactions.
    1. (a) Communications. In a registered offering involving a business combination transaction, any communication made in connection with or relating to the transact
    2. (b) Definitions. The terms business combination transaction, participant and public announcement have the same meaning as set forth in § 230.165(f).
62. 230.167 · Communications in connection with certain registered offerings of asset-backed securities.
    1. (a) In an offering of asset-backed securities registered on Form SF-3 (§ 239.45 of this chapter), ABS informational and computational material regarding such se
    2. (b) Conditions. To rely on paragraph (a) of this section:
    3. (c) This section is applicable not only to the offeror of the asset-backed securities, but also to any other participant that may need to rely on and complies w
    4. (d) Failure by a particular underwriter to cause the filing of a prospectus described in this section will not affect the ability of any other underwriter who h
    5. (e) An immaterial or unintentional failure to file or delay in filing a prospectus described in this section will not result in a violation of section 5(b)(1) o
    6. (f) Terms used in this section have the same meaning as in Item 1101 of Regulation AB (§ 229.1101 of this chapter).
63. 230.168 · Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information.
    1. (a) For purposes of sections 2(a)(10) and 5(c) of the Act, the regular release or dissemination by or on behalf of an issuer (and, in the case of an asset-backe
    2. (b) Definitions.
    3. (c) Exclusion. A communication containing information about the registered offering or released or disseminated as part of the offering activities in the regist
    4. (d) Conditions to exemption. The following conditions must be satisfied:
64. 230.169 · Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.
    1. (a) For purposes of sections 2(a)(10) and 5(c) of the Act, the regular release or dissemination by or on behalf of an issuer of communications containing factua
    2. (b) Definitions. (1) Factual business information means some or all of the following information that is released or disseminated under the conditions in paragr
    3. (c) Exclusions. A communication containing information about the registered offering or released or disseminated as part of the offering activities in the regis
    4. (d) Conditions to exemption. The following conditions must be satisfied:
    5. (i) Factual information about the issuer, its business or financial developments, or other aspects of its business; and
    6. (ii) Advertisements of, or other information about, the issuer's products or services.
65. 230.170 · Prohibition of use of certain financial statements.
66. 230.171 · Disclosure detrimental to the national defense or foreign policy.
    1. (a) Any requirement to the contrary notwithstanding, no registration statement, prospectus, or other document filed with the Commission or used in connection wi
    2. (b) Where a document or information is omitted pursuant to paragraph (a) of this section, there shall be filed, in lieu of such document or information, a state
    3. (c) The Commission may protect any information in its possession which may require classification in the interests of national defense or foreign policy pending
    4. (d) It shall be the duty of the registrant to submit the documents or information referred to in paragraph (a) of this section to the appropriate department or
67. 230.172 · Delivery of prospectuses.
    1. (a) Sending confirmations and notices of allocations. After the effective date of a registration statement, the following are exempt from the provisions of sect
    2. (b) Transfer of the security. Any obligation under section 5(b)(2) of the Act to have a prospectus that satisfies the requirements of section 10(a) of the Act p
    3. (c) Conditions. (1) The registration statement relating to the offering is effective and is not the subject of any pending proceeding or examination under secti
    4. (d) Exclusions. This section shall not apply to any:
68. 230.173 · Notice of registration.
    1. (a) In a transaction that represents a sale by the issuer or an underwriter, or a sale where there is not an exclusion or exemption from the requirement to deli
    2. (b) If the sale was by the issuer and was not effected by or through an underwriter or dealer, the responsibility to send a prospectus, or in lieu of such prosp
    3. (c) Compliance with the requirements of this section is not a condition to reliance on Rule 172.
    4. (d) A purchaser may request from the person responsible for sending a notice a copy of the final prospectus if one has not been sent.
    5. (e) After the effective date of the registration statement with respect to an offering, notices as set forth in paragraph (a) of this section, are exempt from t
    6. (f) Exclusions. This section shall not apply to any:
69. 230.174 · Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.
    1. (a) No prospectus need be delivered if the registration statement is on Form F-6 (§ 239.36 of this chapter).
    2. (b) No prospectus need be delivered if the issuer is subject, immediately prior to the time of filing the registration statement, to the reporting requirements
    3. (c) Where a registration statement relates to offerings to be made from time to time no prospectus need be delivered after the expiration of the initial prospec
    4. (d) If (1) the registration statement relates to the security of an issuer that is not subject, immediately prior to the time of filing the registration stateme
    5. (e) Notwithstanding the foregoing, the period during which a prospectus must be delivered by a dealer shall be:
    6. (f) Nothing in this section shall affect the obligation to deliver a prospectus pursuant to the provisions of section 5 of the Act by a dealer who is acting as
    7. (g) If the registration statement relates to an offering of securities of a “blank check company,” as defined in Rule 419 under the Act (17 CFR 230.419), the st
    8. (h) Any obligation pursuant to Section 4(3) of the Act and this section to deliver a prospectus, other than pursuant to paragraph (g) of this section, may be sa
70. 230.175 · Liability for certain statements by issuers.
    1. (a) A statement within the coverage of paragraph (b) of this section which is made by or on behalf of an issuer or by an outside reviewer retained by the issuer
    2. (b) This rule applies to the following statements:
    3. (c) For the purpose of this rule, the term forward-looking statement shall mean and shall be limited to:
    4. (d) For the purpose of this rule the term fraudulent statement shall mean a statement which is an untrue statement of a material fact, a statement false or misl
71. 230.176 · Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.
    1. (a) The type of issuer;
    2. (b) The type of security;
    3. (c) The type of person;
    4. (d) The office held when the person is an officer;
    5. (e) The presence or absence of another relationship to the issuer when the person is a director or proposed director;
    6. (f) Reasonable reliance on officers, employees, and others whose duties should have given them knowledge of the particular facts (in the light of the functions
    7. (g) When the person is an underwriter, the type of underwriting arrangement, the role of the particular person as an underwriter and the availability of informa
    8. (h) Whether, with respect to a fact or document incorporated by reference, the particular person had any responsibility for the fact or document at the time of
72. 230.180 · Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.
    1. (a) Any interest or participation in a single trust fund or in a collective trust fund maintained by a bank, or any security arising out of a contract issued by
    2. (b) Any interest or participation issued to a participant in either a pension or profit-sharing plan which meets the requirements for qualification under sectio
73. 230.190 · Registration of underlying securities in asset-backed securities transactions.
    1. (a) In an offering of asset-backed securities where the asset pool includes securities of another issuer (“underlying securities”), unless the underlying securi
    2. (b) If all of the conditions in paragraph (a) of this section are not met, the offering of the relevant underlying securities itself must be registered as a pri
    3. (c) Notwithstanding paragraphs (a) and (b) of this section, if the asset pool for the asset-backed securities includes a pool asset representing an interest in
    4. (d) Notwithstanding paragraph (c) of this section (that is, although the pool asset described in paragraph (c) of this section is an not an “underlying security
74. 230.191 · Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.
    1. (a) The depositor for the asset-backed securities acting solely in its capacity as depositor to the issuing entity is the “issuer” for purposes of the asset-bac
    2. (b) The person acting in the capacity as the depositor specified in paragraph (a) of this section is a different “issuer” from that same person acting as a depo
75. 230.192 · Conflicts of interest relating to certain securitizations.
    1. (a) Unlawful activity—(1) Prohibition. A securitization participant shall not, for a period commencing on the date on which such person has reached an agreement
    2. (b) Excepted activity. The following activities are not prohibited by paragraph (a) of this section:
    3. (c) Definitions. For purposes of this section: Asset-backed security has the same meaning as in section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.
    4. (e) Safe harbor for certain foreign transactions. The prohibition in paragraph (a)(1) of this section shall not apply to any asset-backed security for which all
    5. (i) Purchase securities from the issuer or selling security holder for distribution;
    6. (ii) Engage in a distribution for or on behalf of such issuer or selling security holder; or
76. 230.193 · Review of underlying assets in asset-backed securities transactions.
77. 230.194 · Definitions of the terms “swap” and “security-based swap” as used in the Act.
    1. (a) The term swap as used in section 2(a)(17) of the Act (15 U.S.C. 77b(a)(17)) has the same meaning as provided in section 3(a)(69) of the Securities Exchange
    2. (b) The term security-based swap as used in section 2(a)(17) of the Act (15 U.S.C. 77b(a)(17)) has the same meaning as provided in section 3(a)(68) of the Secur
78. 230.215 · Accredited investor.
79. 230.236 · Exemption of shares offered in connection with certain transactions.
    1. (a) The issuer of such shares is required to file and has filed reports with the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 19
    2. (b) The aggregate gross proceeds from the sale of all shares offered in connection with the transaction for the purpose of providing such funds does not exceed
    3. (c) At least ten days prior to the offering of the shares, the issuer shall furnish to the Commission in writing the following information: (1) That it proposes
80. 230.237 · Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.
    1. (a) Definitions. As used in this section:
    2. (b) Exemption. The offer to a Participant, or the sale to his or her Canadian Retirement Account, of Eligible Securities by any person is exempt from Section 5
81. 230.238 · Exemption for standardized options.
    1. (a) Exemption. Except as expressly provided in paragraphs (b) and (c) of this section, the Act does not apply to any standardized option, as that term is define
    2. (b) Limitation. The exemption provided in paragraph (a) of this section does not apply to the provisions of section 17 of the Act (15 U.S.C. 77q).
    3. (c) Offers and sales. Any offer or sale of a standardized option by or on behalf of the issuer of the securities underlying the standardized option, an affiliat
82. 230.239 · Exemption for offers and sales of certain security-based swaps.
    1. (a) Provided that the conditions of paragraph (b) of this section are satisfied and except as expressly provided in paragraph (c) of this section, the Act does
    2. (b) The exemption provided in paragraph (a) of this section applies only to an offer or sale of a security-based swap described in paragraph (a) of this section
    3. (c) The exemption provided in paragraph (a) of this section does not apply to the provisions of Section 17(a) of the Act (15 U.S.C. 77q(a)).
83. 230.240 · Exemption for certain security-based swaps.
    1. (a) Except as expressly provided in paragraph (b) of this section, the Act does not apply to the offer or sale of any security-based swap that is:
    2. (b) The exemption provided in paragraph (a) of this section does not apply to the provisions of Section 17(a) of the Act (15 U.S.C. 77q(a)).
    3. (c) This section will expire on February 11, 2018.
84. 230.241 · Solicitations of interest.
    1. (a) Solicitation of interest. At any time before making a determination as to the exemption from registration under the Act under which an offering of securitie
    2. (b) Conditions. The communications must state that:
    3. (c) Indications of interest. Any written communication under this section may include a means by which a person may indicate to the issuer that such person is i
85. 230.251 · Scope of exemption.
    1. (a) Tier 1 and Tier 2. A public offer or sale of eligible securities, as defined in Rule 261 (§ 230.261), pursuant to Regulation A shall be exempt under section
    2. (b) Issuer. The issuer of the securities:
    3. (c) Integration with other offerings. To determine whether offers and sales should be integrated, see § 230.152.
    4. (d) Offering conditions—(1) Offers. (i) Except as allowed by Rule 255 (§ 230.255), no offer of securities may be made unless an offering statement has been file
    5. (e) Confidential treatment. A request for confidential treatment may be made under Rule 406 (§ 230.406) for information required to be filed, and Rule 83 (§ 200
    6. (f) Electronic filing. Documents filed or otherwise provided to the Commission pursuant to this Regulation A must be submitted in electronic format by means of
    7. (ii) At the market offerings, by or on behalf of the issuer or otherwise, are not permitted under this Regulation A. As used in this paragraph (d)(3)(ii), the t
86. 230.252 · Offering statement.
    1. (a) Documents to be included. The offering statement consists of the contents required by Form 1-A (§ 239.90 of this chapter) and any other material information
    2. (b) Paper, printing, language and pagination. Except as otherwise specified in this rule, the requirements for offering statements are the same as those specifi
    3. (c) Signatures. The issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its boa
    4. (d) Non-public submission. An issuer whose securities have not been previously sold pursuant to a qualified offering statement under this Regulation A or an eff
    5. (e) Qualification. An offering statement and any amendment thereto can be qualified only at such date and time as the Commission may determine.
    6. (f) Amendments. (1)(i) Amendments to an offering statement must be signed and filed with the Commission in the same manner as the initial filing. Amendments to
    7. (ii) Every amendment that includes amended audited financial statements must include the consent of the certifying accountant to the use of such accountant's ce
87. 230.253 · Offering circular.
    1. (a) Contents. An offering circular must include the information required by Form 1-A for offering circulars.
    2. (b) Information that may be omitted. Notwithstanding paragraph (a) of this section, a qualified offering circular may omit information with respect to the publi
    3. (c) Filing of omitted information. The information omitted from the offering circular in reliance upon paragraph (b) of this section must be contained in an off
    4. (d) Presentation of information. (1) Information in the offering circular must be presented in a clear, concise and understandable manner and in a type size tha
    5. (e) Date. An offering circular must be dated approximately as of the date it was filed with the Commission.
    6. (f) Cover page legend. The cover page of every offering circular must display the following statement highlighted by prominent type or in another manner: The Un
    7. (g) Offering circular supplements. (1) An offering circular that discloses information previously omitted from the offering circular in reliance upon Rule 253(b
88. 230.254 · Preliminary offering circular.
    1. (a) Outside front cover page. The outside front cover page of the material bears the caption Preliminary Offering Circular, the date of issuance, and the follow
    2. (b) Other contents. The Preliminary Offering Circular contains substantially the information required to be in an offering circular by Form 1-A (§ 239.90 of thi
    3. (c) Filing. The Preliminary Offering Circular is filed as a part of the offering statement.
89. 230.255 · Solicitations of interest and other communications.
    1. (a) Solicitation of interest. At any time before the qualification of an offering statement, including before the non-public submission or public filing of such
    2. (b) Conditions. The communications must:
    3. (c) Indications of interest. Any written communication under this rule may include a means by which a person may indicate to the issuer that such person is inte
    4. (d) Revised solicitations of interest. If solicitation of interest materials are used after the public filing of the offering statement and such solicitation of
90. 230.256 · Definition of “qualified purchaser”.
91. 230.257 · Periodic and current reporting; exit report.
    1. (a) Tier 1: Exit report. Each issuer that has filed an offering statement for a Tier 1 offering that has been qualified pursuant to this Regulation A must file
    2. (b) Tier 2: Periodic and current reporting. Each issuer that has filed an offering statement for a Tier 2 offering that has been qualified pursuant to this Regu
    3. (e) Termination of duty to file reports. If the duty to file reports is deemed to have been met pursuant to paragraph (b)(6) of this section and such status end
    4. (ii) The special financial report described in paragraph (b)(2)(i)(A) of this section must be filed under cover of Form 1-K within 120 calendar days after the q
92. 230.258 · Suspension of the exemption.
    1. (a) Suspension. The Commission may at any time enter an order temporarily suspending a Regulation A exemption if it has reason to believe that:
    2. (b) Notice and hearing. Upon the entry of an order under paragraph (a) of this section, the Commission will promptly give notice to the issuer, any underwriter,
    3. (c) Suspension order. If no hearing is requested and none is ordered by the Commission, an order entered under paragraph (a) of this section shall become perman
    4. (d) Permanent suspension. The Commission may, at any time after notice of and opportunity for hearing, enter an order permanently suspending the exemption for a
    5. (e) Notice procedures. All notices required by this rule must be given by personal service, registered or certified mail to the addresses given by the issuer, a
93. 230.259 · Withdrawal or abandonment of offering statements.
    1. (a) Withdrawal. If none of the securities that are the subject of an offering statement has been sold and such offering statement is not the subject of a procee
    2. (b) Abandonment. When an offering statement, or a post-qualification amendment to such statement, has been on file with the Commission for nine months without a
94. 230.260 · Insignificant deviations from a term, condition or requirement of Regulation A.
    1. (a) Failure to comply. A failure to comply with a term, condition or requirement of Regulation A will not result in the loss of the exemption from the requireme
    2. (b) Action by Commission. A transaction made in reliance upon Regulation A must comply with all applicable terms, conditions and requirements of the regulation.
    3. (c) Suspension. This provision provides no relief or protection from a proceeding under Rule 258 (§ 230.258).
95. 230.261 · Definitions.
    1. (a) Affiliated issuer. An affiliate (as defined in Rule 501 (§ 230.501)) of the issuer that is issuing securities in the same offering.
    2. (b) Business day. Any day except Saturdays, Sundays or United States federal holidays.
    3. (c) Eligible securities. Equity securities, debt securities, and securities convertible or exchangeable to equity interests, including any guarantees of such se
    4. (d) Final order. A written directive or declaratory statement issued by a federal or state agency described in Rule 262(a)(3) (§ 230.262(a)(3)) under applicable
    5. (e) Final offering circular. The more recent of: the current offering circular contained in a qualified offering statement; and any offering circular filed purs
    6. (f) Offering statement. An offering statement prepared pursuant to Regulation A.
    7. (g) Preliminary offering circular. The offering circular described in Rule 254 (§ 230.254).
96. 230.262 · Disqualification provisions.
    1. (a) Disqualification events. No exemption under §§ 230.251 through 230.263 (Regulation A) shall be available for a sale of securities if the issuer; any predece
    2. (b) Transition, waivers, reasonable care exception. Paragraph (a) of this section shall not apply:
    3. (c) Affiliated issuers. For purposes of paragraph (a) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will
    4. (d) Disclosure of prior “bad actor” events. The issuer must include in the offering circular a description of any matters that would have triggered disqualifica
97. 230.263 · Consent to service of process.
    1. (a) If the issuer is not organized under the laws of any of the states or territories of the United States of America, it shall furnish to the Commission a writ
    2. (b) Any change to the name or address of the agent for service of the issuer shall be communicated promptly to the Commission through amendment of the requisite
98. 230.300-230.346 · -230.346 [Reserved]
99. 230.400 · Application of §§ 230.400 to 230.494, inclusive.
100. 230.401 · Requirements as to proper form.
     1. (a) The form and contents of a registration statement and prospectus shall conform to the applicable rules and forms as in effect on the initial filing date of
     2. (b) If an amendment to a registration statement and prospectus is filed for the purpose of meeting the requirements of section 10(a)(3) of the Act or pursuant t
     3. (c) An amendment to a registration statement and prospectus, other than an amendment described in paragraph (b) of this section, may be filed on any shorter Sec
     4. (d) The form and contents of a prospectus forming part of a registration statement which is the subject of a stop order entered under section 8(d) of the Act, i
     5. (e) A prospectus filed as part of an amendment to an effective registration statement, or other amendment to such registration statement, on any form may be pre
     6. (f) Notwithstanding the provisions of this section, a registrant (1) shall comply with the rules and forms as in effect at a date different from those specified
     7. (g) (1) Subject to paragraphs (g)(2), (g)(3), and (g)(4) of this section, except for registration statements and post-effective amendments that become effective
101. 230.401a · Requirements as to proper form.
102. 230.402 · Number of copies; binding; signatures.
     1. (a) Three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement, shall be filed
     2. (b) Ten additional copies of the registration statement, similarly bound, shall be furnished for use in the examination of the registration statement, public in
     3. (c) Notwithstanding any other provision of this section, if a registration statement is filed on Form S-8 (§ 239.16b of this chapter), three copies of the compl
     4. (d) Notwithstanding any other provision of this section, if a registration statement is filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.110(
     5. (e) Signatures. Where the Act or the rules thereunder, including paragraphs (a) and (c) of this section, require a document filed with or furnished to the Commi
103. 230.403 · Requirements as to paper, printing, language and pagination.
     1. (a) Registration statements, applications and reports shall be filed on good quality, unglazed, white paper no larger than 8 1/2 × 11 inches in size, insofar as
     2. (b) The registration statement and, insofar as practicable, all papers and documents filed as a part thereof shall be printed, lithographed, mimeographed or typ
     3. (c) (1) All Securities Act filings and submissions must be in the English language, except as otherwise provided by this section. If a registration statement or
     4. (d) The manually signed original (or in the case of duplicate originals, one duplicate original) of all registrations, applications, statements, reports or othe
     5. (ii) Any English summary submitted under paragraph (c)(3) of this section must:
104. 230.404 · Preparation of registration statement.
     1. (a) A registration statement shall consist of the facing sheet of the applicable form; a prospectus containing the information called for by Part I of such form
     2. (b) All general instructions, instructions to items of the form, and instructions as to financial statements, exhibits, or prospectuses are to be omitted from t
     3. (c) The prospectus shall contain the information called for by all of the items of Part I of the applicable form, except that unless otherwise specified, no ref
     4. (d) Where any items of a form call for information not required to be included in the prospectus, generally Part II of such form, the text of such items, includ
105. 230.405 · Definitions of terms.
     1. (1) They are natural persons;
     2. (2) They provide bona fide services to the registrant; and
     3. (3) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maint
106. 230.406 · Confidential treatment of information filed with the Commission.
     1. (a) Any person submitting any information in a document required to be filed under the Act may make written objection to its public disclosure by following the
     2. (b) The person shall omit from the material filed the portion thereof which it desires to keep undisclosed (hereinafter called the confidential portion). In lie
     3. (c) Pending a determination as to the objection, the material for which confidential treatment has been applied will not be made available to the public.
     4. (d) If it is determined by the Division, acting pursuant to delegated authority, that the application should be granted, an order to that effect will be entered
     5. (e) If the Commission denies the application, or the Division, acting pursuant to delegated authority, denies the application and Commission review is not sough
     6. (f) If a right of withdrawal pursuant to paragraph (e) of this section is not exercised, the confidential portion will be made available for public inspection a
     7. (g) In any case where a prior grant of confidential treatment has been revoked, the person named in the application pursuant to paragraph (b)(2)(v) of this sect
     8. (h) Upon revocation of confidential treatment, the confidential portion shall be made available to the public at the time and according to the conditions specif
     9. (i) If the confidential portion is made available to the public, one copy thereof shall be attached to each copy of the material filed with the Commission.
107. 230.408 · Additional information.
     1. (a) In addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any
     2. (b) Notwithstanding paragraph (a) of this section, unless otherwise required to be included in the registration statement, the failure to include in a registrat
108. 230.409 · Information unknown or not reasonably available.
     1. (a) The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources t
     2. (b) The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation w
109. 230.410 · Disclaimer of control.
110. 230.411 · Incorporation by reference.
     1. (a) Prospectus. Except as provided by this section, Item 1100(c) of Regulation AB (§ 229.1100(c) of this chapter) for registered offerings of asset-backed secur
     2. (b) Information not required in a prospectus. Information may be incorporated by reference in answer, or partial answer, to any item of a registration statement
     3. (c) Exhibits. Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference as an e
     4. (d) Hyperlinks. Include an active hyperlink to information incorporated into a registration statement or prospectus by reference if such information is publicly
     5. (e) General. Include an express statement clearly describing the specific location of the information you are incorporating by reference. The statement must ide
111. 230.412 · Modified or superseded documents.
     1. (a) Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of a registration statement or the prospec
     2. (b) The modifying or superseding statement may, but need not, state that it has modified or superseded a prior statement or include any other information set fo
     3. (c) Any statement so modified shall not be deemed in its unmodified form to constitute part of the registration statement or prospectus for purpose of the Act.
112. 230.413 · Registration of additional securities and additional classes of securities.
     1. (a) Except as provided in section 24(f) of the Investment Company Act of 1940 (15 U.S.C. 80a-24(f)) and in paragraph (b) of this section, where a registration s
     2. (b) Notwithstanding paragraph (a) of this section, the following additional securities or additional classes of securities may be added to an automatic shelf re
113. 230.414 · Registration by certain successor issuers.
     1. (a) Immediately prior to the succession the successor issuer had no assets or liabilities other than nominal assets or liabilities;
     2. (b) The succession was effected by a merger or similar succession pursuant to statutory provisions or the terms of the organic instruments under which the succe
     3. (c) The succession was approved by security holders of the predecessor issuer at a meeting for which proxies were solicited pursuant to section 14(a) of the Sec
     4. (d) The successor issuer has filed an amendment to the registration statement of the predecessor issuer expressly adopting such statements as its own registrati
114. 230.415 · Delayed or continuous offering and sale of securities.
     1. (a) Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:
     2. (b) This section shall not apply to any registration statement pertaining to a registered non-variable annuity, securities issued by a face-amount certificate c
115. 230.416 · Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain employee benefit plans.
     1. (a) If a registration statement purports to register securities to be offered pursuant to terms which provide for a change in the amount of securities being off
     2. (b) If prior to completion of the distribution of the securities covered by a registration statement, additional securities of the same class are issued or issu
     3. (c) Where a registration statement on Form S-8 relates to securities to be offered pursuant to an employee benefit plan, including interests in such plan that c
116. 230.417 · Date of financial statements.
117. 230.418 · Supplemental information.
     1. (a) The Commission or its staff may, where it is deemed appropriate, request supplemental information concerning the registrant, the registration statement, the
     2. (b) Supplemental information described in paragraph (a) of this section shall not be required to be filed with or deemed part of and included in the registratio
     3. (ii) A statement as to the actual or proposed use and distribution of the reports or memoranda specified in paragraph (a)(1)(i) of this section, identifying eac
118. 230.419 · Offerings by blank check companies.
     1. (a) Scope of the rule and definitions. (1) The provisions of this section shall apply to every registration statement filed under the Act relating to an offerin
     2. (b) Deposit of securities and proceeds in escrow or trust account—(1) General. (i) Except as otherwise provided in this section or prohibited by other applicabl
     3. (e) Release of deposited and funds securities—(1) Post-effective amendment for acquisition agreement. Upon execution of an agreement(s) for the acquisition(s) o
     4. (f) Financial statements. The registrant shall:
     5. (i) Discloses the information specified by the applicable registration statement form and Industry Guides, including financial statements of the registrant and
     6. (ii) Discloses the results of the initial offering, including but not limited to:
119. 230.420 · Legibility of prospectus.
     1. (a) The body of all printed prospectuses and all notes to financial statements and other tabular data included therein shall be in roman type at least as large
     2. (b) Where a prospectus is distributed through an electronic medium, issuers may satisfy legibility requirements applicable to printed documents, such as paper s
120. 230.421 · Presentation of information in prospectuses.
     1. (a) The information required in a prospectus need not follow the order of the items or other requirements in the form. Such information shall not, however, be s
     2. (b) You must present the information in a prospectus in a clear, concise and understandable manner. You must prepare the prospectus using the following standard
     3. (c) All information required to be included in a prospectus shall be clearly understandable without the necessity of referring to the particular form or to the
     4. (d) (1) To enhance the readability of the prospectus, you must use plain English principles in the organization, language, and design of the front and back cove
121. 230.423 · Date of prospectuses.
122. 230.424 · Filing of prospectuses, number of copies.
     1. (a) Except as provided in paragraph (f) of this section, five copies of every form of prospectus sent or given to any person prior to the effective date of the
     2. (b) Ten copies of each form of prospectus purporting to comply with section 10 of the Act, except for documents constituting a prospectus pursuant to Rule 428(a
     3. (c) If a form of prospectus, other than one filed pursuant to paragraph (b)(1) or (b)(4) of this Rule, consists of a prospectus supplement attached to a form of
     4. (d) Every prospectus consisting of a radio or television broadcast shall be reduced to writing. Five copies of every such prospectus shall be filed with the Com
     5. (e) Each copy of a form of prospectus filed under this rule shall contain in the upper right corner of the cover page the paragraph of this rule, including the
     6. (f) This section shall not apply with respect to prospectuses of an investment company registered under the Investment Company Act of 1940 (other than a registe
     7. (g) A form of prospectus filed pursuant to this section must include the following information, as applicable, in a single exhibit submitted as required by § 23
     8. (h) (1) Three copies of a form of prospectus relating to an offering of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.415(a)(1)(xii) disclos
     9. (i) The applicable number of business days before the date of the first sale; or
     10. (ii) The second business day after first use.
123. 230.425 · Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.
     1. (a) All written communications made in reliance on § 230.165 are prospectuses that must be filed with the Commission under this section on the date of first use
     2. (b) All written communications that contain no more information than that specified in § 230.135 must be filed with the Commission on or before the date of firs
     3. (c) Each prospectus or § 230.135 communication filed under this section must identify the filer, the company that is the subject of the offering and the Commiss
     4. (d) Notwithstanding paragraph (a) of this section, the following need not be filed under this section:
124. 230.426 · Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.
     1. (a) All written communications made in reliance on § 230.167 are prospectuses that must be filed with the Commission in accordance with paragraphs (b) and (c) o
     2. (b) Except as specified in paragraph (c) of this section, ABS informational and computational material made in reliance on § 230.167 that meet the conditions in
     3. (c) Notwithstanding paragraphs (a) and (b) of this section, the following need not be filed under this section:
     4. (d) Terms used in this section have the same meaning as in Item 1101 of Regulation AB (§ 229.1101 of this chapter). Instruction to § 230.426. The issuer may agg
125. 230.427 · Contents of prospectus used after nine months.
126. 230.428 · Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.
     1. (a) (1) Where securities are to be offered pursuant to a registration statement on Form S-8 (§ 239.16b of this chapter), the following, taken together, shall co
     2. (b) Where securities are offered pursuant to a registration statement on Form S-8:
     3. (i) The document(s), or portions thereof as permitted by paragraph (b)(1)(ii) of this section, containing the employee benefit plan information required by Item
     4. (ii) The registrant may designate an entire document or only portions of a document as constituting part of the section 10(a) prospectus. If the registrant desi
127. 230.429 · Prospectus relating to several registration statements.
     1. (a) Where a registrant has filed two or more registration statements, it may file a single prospectus in the latest registration statement in order to satisfy t
     2. (b) Where a registrant relies on paragraph (a) of this section, the registration statement containing the combined prospectus shall act, upon effectiveness, as
128. 230.430 · Prospectus for use prior to effective date.
     1. (a) A form of prospectus filed as a part of the registration statement shall be deemed to meet the requirements of section 10 of the Act for the purpose of sect
     2. (b) A form of prospectus filed as part of a registration statement on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of
129. 230.430A · Prospectus in a registration statement at the time of effectiveness.
     1. (a) The form of prospectus filed as part of a registration statement that is declared effective may omit information with respect to the public offering price,
     2. (b) The information omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, and contained in th
     3. (c) When used prior to determination of the offering price of the securities, a form of prospectus relating to the securities offered pursuant to a registration
     4. (d) This rule shall not apply to registration statements for securities to be offered by competitive bidding.
     5. (e) In the case of a registration statement filed on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of this chapter), F
     6. (f) This section may apply to registration statements that are immediately effective pursuant to Rule 462(e) and (f) (§ 230.462(e) and (f)). Note: If informatio
130. 230.430B · Prospectus in a registration statement after effective date.
     1. (a) A form of prospectus filed as part of a registration statement for offerings pursuant to Rule 415(a)(1)(x) (§ 230.415(a)(1)(x)) may omit from the informatio
     2. (b) A form of prospectus filed as part of a registration statement for offerings pursuant to Rule 415(a)(1)(i) by an issuer eligible to use Form S-3 or Form F-3
     3. (c) A form of prospectus that is part of a registration statement that omits information in reliance upon paragraph (a) or (b) of this section meets the require
     4. (d) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) or (b) of this section may be
     5. (e) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) or (b) of this section and co
     6. (f) (1) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) or (b) of this section an
     7. (g) Notwithstanding paragraph (e) or (f) of this section or paragraph (a) of Rule 412, no statement made in a registration statement or prospectus that is part
     8. (h) Where a form of prospectus filed pursuant to Rule 424(b) relating to an offering does not include disclosure of omitted information regarding the terms of t
     9. (i) Issuers relying on this section shall furnish the undertakings required by Item 512(a) of Regulation S-K or Item 34.3 of Form N-2 (§§ 239.14 and 274.11a-1 o
131. 230.430C · Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.
     1. (a) In offerings made other than in reliance on Rule 430B (§ 230.430B) or Rule 430D (§ 230.430D) and other than for prospectuses filed in reliance on Rule 430A
     2. (b) Notwithstanding paragraph (a) of this section or paragraph (a) of Rule 412 (§ 230.412), no statement made in a registration statement or prospectus that is
     3. (c) Nothing in this section shall affect the information required to be included in an issuer's registration statement and prospectus.
     4. (d) Issuers subject to paragraph (a) of this section shall furnish the undertakings required by Item 512(a) of Regulation S-K (§ 229.512(a) of this chapter) or
132. 230.430D · Prospectus in a registration statement after effective date for asset-backed securities offerings.
     1. (a) A form of prospectus filed as part of a registration statement for primary offerings of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.41
     2. (b) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) of this section (other than i
     3. (c) A form of prospectus filed as part of a registration statement that omits information in reliance upon paragraph (a) of this section meets the requirements
     4. (d) (1) Except as provided in paragraph (b) or (d)(2) of this section, information omitted from a form of prospectus that is part of an effective registration s
     5. (e) (1) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) of this section and conta
     6. (f) (1) Information omitted from a form of prospectus that is part of an effective registration statement in reliance on paragraph (a) of this section, and is c
     7. (g) Notwithstanding paragraph (e) or (f) of this section or § 230.412(a), no statement made in a registration statement or prospectus that is part of the regist
     8. (h) Where a form of prospectus filed pursuant to § 230.424(b) relating to an offering does not include disclosure of omitted information regarding the terms of
     9. (i) Issuers relying on this section shall furnish the undertakings required by Item 512(a) of Regulation S-K (§ 229.512(a) of this chapter).
     10. (ii) A prospectus filed pursuant to § 230.424(b); or
133. 230.431 · Summary prospectuses.
     1. (a) A summary prospectus prepared and filed (except a summary prospectus filed by an open-end management investment company registered under the Investment Comp
     2. (b) A summary prospectus shall contain the information specified in the instructions as to summary prospectuses in the form used for registration of the securit
     3. (c) All information included in a summary prospectus, other than the statement required by paragraph (e) of this section, may be expressed in such condensed or
     4. (d) When used prior to the effective date of the registration statement, a summary prospectus shall be captioned a “Preliminary Summary Prospectus” and shall co
     5. (e) A statement to the following effect shall be prominently set forth in conspicuous print at the beginning or at the end of every summary prospectus: “Copies
     6. (f) Any summary prospectus published in a newspaper, magazine or other periodical need only be set in type at least as large as 7 point modern type. Nothing in
     7. (g) Eight copies of every proposed summary prospectus shall be filed as a part of the registration statement, or as an amendment thereto, at least 5 days (exclu
     8. (ii) The registrant is a foreign private issuer eligible to use Form F-2 (§ 239.32 of this chapter);
134. 230.432 · Additional information required to be included in prospectuses relating to tender offers.
135. 230.433 · Conditions to permissible post-filing free writing prospectuses.
     1. (a) Scope of section. This section applies to any free writing prospectus with respect to securities of any issuer (except as set forth in Rule 164 (§ 230.164))
     2. (b) Permitted use of free writing prospectus. Subject to the conditions of this paragraph (b) and satisfaction of the conditions set forth in paragraphs (c) thr
     3. (c) Information in a free writing prospectus. (1) A free writing prospectus used in reliance on this section may include information the substance of which is n
     4. (d) Filing conditions. (1) Except as provided in paragraphs (d)(3), (d)(4), (d)(5), (d)(6), (d)(7), (d)(8), and (f) of this section, the following shall be file
     5. (e) Treatment of information on, or hyperlinked from, an issuer's Web site. (1) An offer of an issuer's securities that is contained on an issuer's Web site or
     6. (f) Free writing prospectuses published or distributed by media. Any written offer for which an issuer or any other offering participant or any person acting on
     7. (g) Record retention. Issuers and offering participants shall retain all free writing prospectuses they have used, and that have not been filed pursuant to para
     8. (h) Definitions. For purposes of this section:
     9. (i) The issuer shall file:
     10. (ii) In the event that a free writing prospectus is used in reliance on this section and Rule 164 and the conditions of this section and Rule 164 (which may inc
136. 230.436 · Consents required in special cases.
     1. (a) If any portion of the report or opinion of an expert or counsel is quoted or summarized as such in the registration statement or in a prospectus, the writte
     2. (b) If it is stated that any information contained in the registration statement has been reviewed or passed upon by any persons and that such information is se
     3. (c) Notwithstanding the provisions of paragraph (b) of this section, a report on unaudited interim financial information (as defined in paragraph (d) of this se
     4. (d) The term report on unaudited interim financial information shall mean a report which consists of the following:
     5. (e) Where a counsel is named as having acted for the underwriters or selling security holders, no consent will be required by reason of his being named as havin
     6. (f) Where the opinion of one counsel relies upon the opinion of another counsel, the consent of the counsel whose prepared opinion is relied upon need not be fu
     7. (g) (1) Notwithstanding the provisions of paragraphs (a) and (b) of this section, the security rating assigned to a class of debt securities, a class of convert
     8. (h) Notwithstanding the provisions of paragraphs (a) and (b) of this section, any description about matters identified by a qualified person pursuant to § 229.1
137. 230.437 · Application to dispense with consent.
138. 230.437a · Written consents.
     1. (a) This section applies only to registrants that:
     2. (b) Notwithstanding any other Commission rule or regulation, every registrant eligible to rely on this section may dispense with the requirement for the registr
139. 230.438 · Consents of persons about to become directors.
140. 230.439 · Consent to use of material incorporated by reference.
     1. (a) If the Act or the rules and regulations of the Commission require the filing of a written consent to the use of any material in connection with the registra
     2. (b) Notwithstanding paragraph (a) of this section, any required consent may be incorporated by reference into a registration statement filed pursuant to Rule 46
141. 230.445-230.447 · -230.447 [Reserved]
142. 230.455 · Place of filing.
143. 230.456 · Date of filing; timing of fee payment.
     1. (a) The date on which any papers are actually received by the Commission shall be the date of filing thereof, if all the requirements of the act and the rules w
     2. (b) (1) Notwithstanding paragraph (a) of this section, a well-known seasoned issuer that registers securities offerings on an automatic shelf registration state
     3. (c) (1) Notwithstanding paragraph (a) of this section, an asset-backed issuer that registers asset-backed securities offerings on Form SF-3 (§ 239.45 of this ch
     4. (d) (1) Notwithstanding paragraph (a) of this section, where a registration statement relates to an offering of exchange-traded vehicle securities, an issuer ma
     5. (e) (1) Notwithstanding paragraph (a) of this section, where a registration statement relates to an offering of registered non-variable annuity securities, an i
     6. (i) The issuer must state in the “Calculation of Registration Fee” table that it is offering an indeterminate amount of such securities; and
     7. (ii) The issuer must, not later than 90 days after the end of any fiscal year during which it has publicly offered such securities, pay a registration fee to th
144. 230.457 · Computation of fee.
     1. (a) If a filing fee based on a bona fide estimate of the maximum offering price, computed in accordance with this rule where applicable, has been paid, no addit
     2. (b) A required fee shall be reduced in an amount equal to any fee paid with respect to such transaction pursuant to sections 13(e) and 14(g) of the Securities E
     3. (c) Where securities are to be offered at prices computed upon the basis of fluctuating market prices, the registration fee is to be calculated upon the basis o
     4. (d) Where securities are to be offered at varying prices based upon fluctuating values of underlying assets, the registration fee is to be calculated upon the b
     5. (e) Where securities are to be offered to existing security holders and the portion, if any, not taken by such security holders is to be reoffered to the genera
     6. (f) Where securities are to be offered in exchange for other securities (except where such exchange results from the exercise of a conversion privilege) or in a
     7. (g) Where securities are to be offered pursuant to warrants or other rights to purchase such securities and the holders of such warrants or rights may be deemed
     8. (h) (1) Where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the registration fee shall be co
     9. (i) Where convertible securities and the securities into which conversion is offered are registered at the same time, the registration fee is to be calculated o
     10. (j) Where securities are sold prior to the registration thereof and are subsequently registered for the purpose of making an offer of rescission of such sale or
     11. (k) Notwithstanding the other provisions of this rule, the proposed maximum aggregate offering price of Depositary Shares evidenced by American Depositary Recei
     12. (l) Notwithstanding the other provisions of this rule, the proposed maximum aggregate offering price of any put or call option which is traded on an exchange an
     13. (m) Notwithstanding the other provisions of this rule, where the securities to be registered include (1) any note, draft, bill of exchange, or bankers' acceptan
     14. (n) Where the securities to be offered are guarantees of other securities which are being registered concurrently, no separate fee for the guarantees shall be p
     15. (o) Where an issuer registers an offering of securities, the registration fee may be calculated on the basis of the maximum aggregate offering price of all the
     16. (p) Where all or a portion of the securities offered under a registration statement remain unsold after the offering's completion or termination, or withdrawal
     17. (q) Notwithstanding any other provisions of this section, no filing fee is required for the registration of an indeterminate amount of securities to be offered
     18. (r) Where securities are to be offered pursuant to an automatic shelf registration statement, the registration fee is to be calculated in accordance with this s
     19. (s) Where securities are asset-backed securities being offered pursuant to a registration statement on Form SF-3 (§ 239.45 of this chapter), the registration fe
     20. (t) Where the security to be offered is a collateral certificate or is a special unit of beneficial interest, underlying asset-backed securities (as defined in
     21. (u) Where an issuer elects or is required to register an offering of an indeterminate amount of exchange-traded vehicle securities in accordance with § 230.456(
145. 230.459 · Calculation of effective date.
146. 230.460 · Distribution of preliminary prospectus.
     1. (a) Pursuant to the statutory requirement that the Commission in ruling upon requests for acceleration of the effective date of a registration statement shall h
     2. (b) (1) As a minimum, reasonable steps to make the information conveniently available would involve the distribution, to each underwriter and dealer who it is r
     3. (c) The granting of acceleration will not be conditioned upon
     4. (ii) In the case of a registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end m
147. 230.461 · Acceleration of effective date.
     1. (a) Requests for acceleration of the effective date of a registration statement shall be made by the registrant and the managing underwriters of the proposed is
     2. (b) Having due regard to the adequacy of information respecting the registrant theretofore available to the public, to the facility with which the nature of the
     3. (c) Insurance against liabilities arising under the Act, whether the cost of insurance is borne by the registrant, the insured or some other person, will not be
148. 230.462 · Immediate effectiveness of certain registration statements and post-effective amendments.
     1. (a) A registration statement on Form S-8 (§ 239.16b of this chapter) and a registration statement on Form S-3 (§ 239.13 of this chapter) or on Form F-3 (§ 239.3
     2. (b) A registration statement and any post-effective amendment thereto shall become effective upon filing with the Commission if:
     3. (c) If the prospectus contained in a post-effective amendment filed prior to the time confirmations are sent or given contains no substantive changes from or ad
     4. (d) A post-effective amendment filed solely to add exhibits to a registration statement shall become effective upon filing with the Commission.
     5. (e) An automatic shelf registration statement, including an automatic shelf registration statement filed in accordance with Rule 415(a)(6) (§ 230.415(a)(6)), an
     6. (f) A post-effective amendment filed pursuant to paragraph (e) of this section for purposes of adding a new issuer and its securities as permitted by § 230.413(
149. 230.463 · Report of offering of securities and use of proceeds therefrom.
     1. (a) Except as provided in this section, following the effective date of the first registration statement filed under the Act by an issuer, the issuer or success
     2. (b) A successor issuer shall comply with paragraph (a) of this section only if a report of the use of proceeds is required with respect to the first effective r
     3. (c) For purposes of this section:
     4. (d) This section shall not apply to any effective registration statement for securities to be issued:
150. 230.464 · Effective date of post-effective amendments to registration statements filed on Form S-8 and on certain Forms S-3, S-4, F-2 and F-3.
     1. (a) The post-effective amendment shall become effective upon filing with the Commission: and
     2. (b) With respect to securities sold on or after the filing date pursuant to a prospectus which forms a part of a Form S-8 registration statement; or a Form S-3,
151. 230.466 · Effective date of certain registration statements on Form F-6.
     1. (a) A depositary that previously has filed a registration statement on Form F-6 (§ 239.36 of this chapter) may designate a date and time for a registration stat
     2. (b) (1) The Commission may, in the manner and under the circumstances set forth in paragraph (b)(2) of this section, suspend the ability of a depositary to desi
152. 230.467 · Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-10 and F-80.
     1. (a) A registration statement on Form F-7, Form F-8 or Form F-80 (§ 239.37, § 239.38 or § 239.41 of this chapter), and any amendment thereto, shall become effect
     2. (b) Where no contemporaneous offering is being made in Canada, a registrant filing on Form F-10 may designate on the facing page of the registration statement,
153. 230.470 · Formal requirements for amendments.
154. 230.471 · Signatures to amendments.
     1. (a) Except as provided in Rule 447 (§ 230.447) and in Rule 478 (§ 230.478), every amendment to a registration statement shall be signed by the persons specified
     2. (b) Where the Act or the rules thereunder require a document filed with or furnished to the Commission to be signed, such document shall be manually signed, or
155. 230.472 · Filing of amendments; number of copies.
     1. (a) Except for telegraphic amendments filed pursuant to Rule 473 (§ 230.473), there shall be filed with the Commission three complete, unmarked copies of every
     2. (b) Every amendment which relates to a prospectus shall include copies of the prospectus as amended. Each such copy of the amended prospectus shall be accompani
     3. (c) Every amendment of a financial statement which is not included in the prospectus shall include copies of the financial statement as amended. Every amendment
     4. (d) Notwithstanding any other provision of this section, if a registration statement filed on Form S-8 (§ 239.16b of this chapter) is amended, there shall be fi
     5. (e) Notwithstanding any other provision of this section, if a post-effective amendment is filed pursuant to Rule 462(b) (§ 230.462(b)) and Rule 110(d) (§ 230.11
156. 230.473 · Delaying amendments.
     1. (a) An amendment in the following form filed with a registration statement, or as an amendment to a registration statement which has not become effective, shall
     2. (b) An amendment which for the purpose of paragraph (a)(1) of this section specifically states that a registration statement shall thereafter become effective i
     3. (c) An amendment pursuant to paragraph (a) of this section which is filed with a registration statement shall be set forth on the facing page thereof. Any such
     4. (d) No amendments pursuant to paragraph (a) of this section may be filed with a registration statement on Form F-7, F-8 or F-80 (§ 239.37, § 239.38 or § 239.41
157. 230.474 · Date of filing of amendments.
158. 230.475 · Amendment filed with consent of Commission.
159. 230.475a · Certain pre-effective amendments deemed filed with the consent of the Commission.
160. 230.476 · Amendment filed pursuant to order of Commission.
161. 230.477 · Withdrawal of registration statement or amendment.
     1. (a) Except as provided in paragraph (b) of this section, any registration statement or any amendment or exhibit thereto may be withdrawn upon application if the
     2. (b) Any application for withdrawal of a registration statement filed on Form F-2 (§ 239.32 of this chapter) relating to a dividend or interest reinvestment plan
     3. (c) The registrant must sign any application for withdrawal and must state fully in it the grounds on which the registrant makes the application. The fee paid u
     4. (d) Any withdrawn document will remain in the Commission's public files, as well as the related request for withdrawal.
162. 230.478 · Powers to amend or withdraw registration statement.
     1. (a) A power to amend the registration statement (1) by filing an amendment as provided in § 230.473; (2) by filing any written consent; (3) by correcting typogr
     2. (b) A power to make application pursuant to § 230.475 for the Commission's consent to the filing of an amendment.
     3. (c) A power to withdraw the registration statement or any amendment or exhibit thereto.
     4. (d) A power to consent to the entry of an order under section 8(b) of the act, waiving notice and hearing, such order being entered without prejudice to the rig
163. 230.479 · Procedure with respect to abandoned registration statements and post-effective amendments.
     1. (a) A notice will be sent to the registrant, and to the agent for service named in the registration statement, by registered or certified mail, return receipt r
     2. (b) If the registrant or the agent for service fails to respond to such notice by filing a substantive amendment or withdrawing the registration statement and d
     3. (c) When such an order is entered by the Commission the papers comprising the registration statement or amendment will not be removed from the files of the Comm
164. 230.480 · Title of securities.
     1. (a) In the case of shares, the par or stated value, if any; the rate of dividends, if fixed, and whether cumulative or non-cumulative; a brief indication of the
     2. (b) In the case of funded debt, the rate of interest; the date of maturity, or, if the issue matures serially, a brief indication of the serial maturities, such
     3. (c) In the case of any other kind of security, appropriate information of comparable character.
165. 230.481 · Information required in prospectuses.
     1. (a) Facing page. Indicate the approximate date of the proposed sale of the securities to the public.
     2. (b) Outside front cover page. If applicable, include the following in plain English as required by § 230.421(d):
     3. (e) Dealer prospectus delivery obligations. On the outside back cover page of the prospectus, advise dealers of their prospectus delivery obligation, including
     4. (f) Electronic distribution. Where a prospectus is distributed through an electronic medium, issuers may satisfy legibility requirements applicable to printed d
     5. (ii) The legend may be in the following language or other clear and understandable language: The information in this prospectus (or Statement of Additional Info
166. 230.482 · Advertising by an investment company as satisfying requirements of section 10.
     1. (a) Scope of rule. This section applies to an advertisement or other sales material (advertisement) with respect to securities of an investment company register
     2. (b) Required disclosure. This paragraph describes information that is required to be included in an advertisement in order to comply with this section.
     3. (e) Performance data for money market funds. In the case of a money market fund:
     4. (f) Advertisements that make tax representations. An advertisement for an open-end management investment company (other than a company that is permitted under §
     5. (g) Timeliness of performance data. All performance data contained in any advertisement must be as of the most recent practicable date considering the type of i
     6. (h) Filing. An advertisement that complies with this section need not be filed as part of the registration statement filed under the Act. Note to paragraph (h):
     7. (i) Advertisements including fee or expense figures. An advertisement that provides fee or expense figures for an investment company must include the following:
     8. (ii) Total return quotations current to the most recent month ended seven business days prior to the date of use are provided at the toll-free (or collect) tele
     9. (j) Timeliness of fee and expense information. Fee and expense information contained in an advertisement must be as of the date of the investment company's most
167. 230.483 · Exhibits for certain registration statements.
     1. (a) Such registration statement shall contain an exhibit index, which should immediately precede the exhibits filed with such registration statement. The exhibi
     2. (b) If any name is signed to the registration statement pursuant to a power of attorney, copies of such powers of attorney shall be filed as an exhibit to the r
     3. (c) (1) All written consents are required to be filed as an exhibit to the registration statement, together with a list thereof. Such consents shall be dated an
     4. (d) The registrant:
168. 230.484 · Undertaking required in certain registration statements.
     1. (a) Any acceleration is requested of the effective date of the registration statement pursuant to Rule 461 (§ 230.461), and
     2. (b) (1) Any provision or arrangement exists whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities
169. 230.485 · Effective date of post-effective amendments filed by certain registered investment companies or issuers offering registered non-variable annuities.
     1. (a) Automatic effectiveness. (1) Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open
     2. (b) Immediate effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement filed by a registered open-end
     3. (c) Incomplete or inaccurate amendments; suspension of use of paragraph (b) of this section. (1) No amendment shall become effective under paragraph (a) of this
     4. (d) Subsequent amendments. (1) Except as provided in paragraph (d)(2) of this section, a post-effective amendment that includes a prospectus shall not become ef
     5. (e) Certain separate accounts. For purposes of this section, a post-effective amendment to a registration statement for an offering of securities by a registere
     6. (f) Electronic filers. When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acc
170. 230.486 · Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.
     1. (a) Automatic effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement, or a registration statement d
     2. (b) Immediate effectiveness. Except as otherwise provided in this section, a post-effective amendment to a registration statement, or a registration statement,
     3. (c) Incomplete or inaccurate amendments; suspension of use of paragraph (b) of this section. (1) No amendment or registration statement shall become effective u
     4. (d) Subsequent amendments. (1) Except as provided in paragraph (d)(2) of this section, a post-effective amendment or registration statement which includes a pro
     5. (e) Condition to use of paragraphs (a) or (b). A post-effective amendment or new registration statement shall not become effective under paragraphs (a) or (b) o
     6. (f) Electronic filers. When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acc
     7. (g) Registration statements. A registration statement can become effective under paragraph (a) of this section if it is filed for the purpose of:
171. 230.487 · Effectiveness of registration statements filed by certain unit investment trusts.
     1. (a) (1) A unit investment trust registered under the Investment Company Act of 1940 that files a registration statement pursuant to the Act in connection with t
     2. (b) Availability of effectiveness of a registration statement in accordance with paragraph (a) of this section is conditioned upon compliance with the following
     3. (c) (1) The Commission may, in the manner and under the circumstances set forth in paragraph (c)(2) of this section, suspend the ability of a unit investment tr
     4. (d) When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been re
172. 230.488 · Effective date of registration statements relating to securities to be issued in certain business combination transactions.
     1. (a) A registration statement filed on Form N-14 by a registered open-end management investment company for the purpose of registering securities to be issued in
     2. (b) No registration statement shall become effective pursuant to paragraph (a) of this section if, prior to the effective date of the registration statement, it
     3. (c) When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of acceptance has been re
173. 230.489 · Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.
     1. (a) The following foreign issuers shall file Form F-N [17 CFR 239.43] under the Act appointing an agent for service of process when filing a registration statem
     2. (b) The requirements of paragraph (a) of this section shall not apply to:
     3. (c) Six copies of Form F-N, one of which shall be manually signed, shall be filed with the Commission at its principal office.
174. 230.490 · Information to be furnished under paragraph (3) of Schedule B.
175. 230.491 · Information to be furnished under paragraph (6) of Schedule B.
176. 230.492 · Omissions from prospectuses.
177. 230.493 · Additional Schedule B disclosure and filing requirements.
     1. (a) The copy of the opinion or opinions of counsel required by paragraph (14) of Schedule B shall be filed either as a part of the registration statement as ori
     2. (b) A foreign government or political subdivision of a foreign government must file a registration statement submitted under Schedule B of the Act on the Commis
     3. (c) A foreign government or political subdivision must disclose in its Schedule B registration statement:
178. 230.494 · Newspaper prospectuses.
     1. (a) This section shall apply only to newspaper prospectuses relating to securities, as to which a registration statement has become effective, issued by a forei
     2. (b) All information included in a newspaper prospectus may be expressed in such condensed or summarized form as may be necessary in the light of the circumstanc
     3. (c) The following statement shall be set forth at the head of every newspaper prospectus in conspicuous print: These securities, though registered, have not bee
     4. (d) There shall be set forth at the foot of every newspaper prospectus in conspicuous print a statement to the following effect: Further information, particular
     5. (e) If the registrant or any of the underwriters knows or has reasonable grounds to believe that it is intended to stablize the price of any security to facilit
     6. (f) A newspaper prospectus shall contain the information specified in paragraphs (f) (1) to (9) of this section. All other information and documents contained i
     7. (g) A newspaper prospectus may also include, in condensed, summarized or graphic form, additional information the substance of which is contained in the registr
     8. (h) All information included in a newspaper prospectus shall be set forth in type at least as large as seven-point modern type: Provided, however, That such inf
     9. (i) Five copies of every proposed newspaper prospectus, in the size and form in which it is intended to be published shall be filed with the Commission at least
179. 230.495 · Preparation of registration statement.
     1. (a) A registration statement on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of this chapter), Form N-3 (§ 239.17a an
     2. (b) All general instructions, instructions to items of the form, and instructions as to financial statements, exhibits, or prospectuses are to be omitted from t
     3. (c) In the case of a registration statement filed on Form N-1A (§§ 239.15A and 274.11A of this chapter), Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), For
     4. (d) In the case of a registration statement filed on Form N-1A (§§ 239.15A and 274.11A of this chapter), Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), For
     5. (e) Electronic filings. When ascertaining the date of filing, electronic filers should not presume a registration statement has been accepted until notice of ac
180. 230.496 · Contents of prospectus and statement of additional information used after nine months.
181. 230.497 · Filing of investment company or registered non-variable annuity prospectuses—number of copies.
     1. (a) Five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement that varies from the form or f
     2. (b) For unit investment trusts filing on § 274.12 of this chapter (Form N-8B-2) or § 239.16 of this chapter (Form S-6), within five days after the effective dat
     3. (c) For investment companies filing on §§ 239.15A and 274.11A of this chapter (Form N-1A), §§ 239.17a and 274.11b of this chapter (Form N-3), §§ 239.17b and 274
     4. (d) After the effective date of a registration statement no prospectus which purports to comply with section 10 of the Act and which varies from any form of pro
     5. (e) For investment companies filing on §§ 239.15A and 274.11A of this chapter (Form N-1A), §§ 239.17a and 274.11b of this chapter (Form N-3), §§ 239.17b and 274
     6. (f) Every prospectus consisting of a radio or television broadcast shall be reduced in writing. Five copies of every such prospectus shall be filed with the Com
     7. (g) Each copy of a prospectus under this rule shall contain in the upper right hand corner of the cover page the paragraph of this rule under which the filing i
     8. (h) No later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effect
     9. (i) An investment company advertisement deemed to be a section 10(b) prospectus pursuant to § 230.482 of this chapter shall be considered to be filed with the C
     10. (j) In lieu of filing under paragraph (b) or (c) of this section, a registrant may file a certification that:
     11. (k) Summary prospectus filing requirements. This paragraph (k), and not the other provisions of this section, shall govern the filing of summary prospectuses un
     12. (l) Except for an investment company advertisement deemed to be a section 10(b) prospectus pursuant to § 230.482, this section shall not apply with respect to p
182. 230.498 · Summary Prospectuses for open-end management investment companies.
     1. (a) Definitions. For purposes of this section:
     2. (b) General requirements for Summary Prospectus. This paragraph describes the requirements for a Fund's Summary Prospectus. A Summary Prospectus that complies w
     3. (e) Availability of Fund's Statutory Prospectus and certain other Fund documents. (1) The Fund's current Summary Prospectus, Statutory Prospectus, Statement of
     4. (f) Other requirements—(1) Delivery upon request. If paragraph (c) or (d) of this section is relied on with respect to a Fund, the Fund (or a financial intermed
     5. (i) In the case of reliance on paragraph (c) of this section, the date that the Fund security is carried or delivered; or
     6. (ii) In the case of reliance on paragraph (d) of this section, the date that the communication is sent or given.
183. 230.498A · Summary prospectuses for separate accounts offering variable annuity and variable life insurance contracts and for offering registered non-variable annuity contracts.
     1. (a) Definitions. For purposes of this section: Class means a class of a Contract that varies principally with respect to distribution-related fees and expenses.
     2. (b) General Requirements for Initial Summary Prospectus. An Initial Summary Prospectus that complies with this paragraph (b) will be deemed to be a prospectus t
     3. (e) Terms used in the Summary Prospectus. Define special terms used in the Initial Summary Prospectus and Updating Summary Prospectus using any presentation sty
     4. (f) Transfer of the Contract Security. Any obligation under section 5(b)(2) of the Act (15 U.S.C. 77e(b)(2)) to have a Statutory Prospectus precede or accompany
     5. (g) Sending Communications. A communication relating to an offering registered on Form N-3, Form N-4, or Form N-6 sent or given after the effective date of a Co
     6. (h) Availability of the Statutory Prospectus and Certain Other Documents. (1) The current Initial Summary Prospectus, Updating Summary Prospectus, Statutory Pro
     7. (i) An Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement;
     8. (ii) A summary prospectus is used for the Portfolio Company (if the Portfolio Company is registered on Form N-1A); and
     9. (j) Portfolio Company Prospectuses—(1) Transfer of the Portfolio Company security. Any obligation under section 5(b)(2) of the Act to have a Statutory Prospectu
184. 230.500 · Use of Regulation D.
     1. (a) Regulation D relates to transactions exempted from the registration requirements of section 5 of the Securities Act of 1933 (the Act) (15 U.S.C.77a et seq.,
     2. (b) Nothing in Regulation D obviates the need to comply with any applicable state law relating to the offer and sale of securities. Regulation D is intended to
     3. (c) Attempted compliance with any rule in Regulation D does not act as an exclusive election; the issuer can also claim the availability of any other applicable
     4. (d) Regulation D is available only to the issuer of the securities and not to any affiliate of that issuer or to any other person for resales of the issuer's se
     5. (e) Regulation D may be used for business combinations that involve sales by virtue of rule 145(a) (§ 230.145(a)) or otherwise.
     6. (f) In view of the objectives of Regulation D and the policies underlying the Act, Regulation D is not available to any issuer for any transaction or chain of t
     7. (g) Securities offered and sold outside the United States in accordance with §§ 230.901 through 230.905 (Regulation S) need not be registered under the Act. See
185. 230.501 · Definitions and terms used in Regulation D.
     1. (a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes
     2. (b) Affiliate. An affiliate of, or person affiliated with, a specified person shall mean a person that directly, or indirectly through one or more intermediarie
     3. (c) Aggregate offering price. Aggregate offering price shall mean the sum of all cash, services, property, notes, cancellation of debt, or other consideration t
     4. (d) Business combination. Business combination shall mean any transaction of the type specified in paragraph (a) of Rule 145 under the Act (17 CFR 230.145) and
     5. (e) Calculation of number of purchasers. For purposes of calculating the number of purchasers under § 230.506(b) only, the following shall apply:
     6. (f) Executive officer. Executive officer shall mean the president, any vice president in charge of a principal business unit, division or function (such as sale
     7. (g) Final order. Final order shall mean a written directive or declaratory statement issued by a federal or state agency described in § 230.506(d)(1)(iii) under
     8. (h) Issuer. The definition of the term issuer in section 2(a)(4) of the Act shall apply, except that in the case of a proceeding under the Federal Bankruptcy Co
     9. (i) Purchaser representative. Purchaser representative shall mean any person who satisfies all of the following conditions or who the issuer reasonably believes
     10. (j) Spousal equivalent. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse. Note 1 to § 230.5
186. 230.502 · General conditions to be met.
     1. (a) Integration. To determine whether offers and sales should be integrated, see § 230.152.
     2. (b) Information requirements—(1) When information must be furnished. If the issuer sells securities under § 230.506(b) to any purchaser that is not an accredite
     3. (ii) If the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, at a reasonable time prior to the sale of securities the
187. 230.503 · Filing of notice of sales.
     1. (a) When notice of sales on Form D is required and permitted to be filed. (1) An issuer offering or selling securities in reliance on § 230.504 or § 230.506 mus
     2. (b) How notice of sales on Form D must be filed and signed. (1) A notice of sales on Form D must be filed with the Commission in electronic format by means of t
188. 230.504 · Exemption for limited offerings and sales of securities not exceeding $10,000,000.
     1. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this § 230.504 by an issuer that is not:
     2. (b) Conditions to be met—(1) General conditions. To qualify for exemption under this § 230.504, offers and sales must satisfy the terms and conditions of §§ 230
     3. (i) Exclusively in one or more states that provide for the registration of the securities, and require the public filing and delivery to investors of a substant
     4. (ii) In one or more states that have no provision for the registration of the securities or the public filing or delivery of a disclosure document before sale,
189. 230.505 · [Reserved]
190. 230.506 · Exemption for limited offers and sales without regard to dollar amount of offering.
     1. (a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transaction
     2. (b) Conditions to be met in offerings subject to limitation on manner of offering—(1) General conditions. To qualify for an exemption under this section, offers
     3. (c) Conditions to be met in offerings not subject to limitation on manner of offering—(1) General conditions. To qualify for exemption under this section, sales
     4. (d) “Bad Actor” disqualification. (1) No exemption under this section shall be available for a sale of securities if the issuer; any predecessor of the issuer;
     5. (e) Disclosure of prior “bad actor” events. The issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters
     6. (i) Has been convicted, within ten years before such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or m
     7. (ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale, that, at the time of such s
191. 230.507 · Disqualifying provision relating to exemptions under §§ 230.504 and 230.506.
     1. (a) No exemption under § 230.504 or § 230.506 shall be available for an issuer if such issuer, any of its predecessors or affiliates have been subject to any or
     2. (b) Paragraph (a) of this section shall not apply if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances t
192. 230.508 · Insignificant deviations from a term, condition or requirement of Regulation D.
     1. (a) A failure to comply with a term, condition or requirement of § 230.504 or § 230.506 will not result in the loss of the exemption from the requirements of se
     2. (b) A transaction made in reliance on § 230.504 or § 230.506 shall comply with all applicable terms, conditions and requirements of Regulation D. Where an exemp
193. 230.601 · Definitions of terms used in §§ 230.601 to 230.610a.
194. 230.602 · Securities exempted.
     1. (a) Except as hereinafter provided in this rule, securities issued by any small business investment company which is registered under the Investment Company Act
     2. (b) No exemption under §§ 230.601 to 230.610a shall be available for the securities of any issuer if such issuer or any of its affiliates:
     3. (c) No exemption under §§ 230.601 to 230.610a shall be available for the securities of any issuer, if any of its directors, officers or principal security holde
     4. (d) No exemption under §§ 230.601 to 230.610a shall be available for the securities of any issuer if any underwriter of such securities, or any director, office
     5. (e) Paragraph (b), (c) or (d) of this section shall not apply to the securities of any issuer if the Commission determines, upon a showing of good cause, that i
195. 230.603 · Amount of securities exempted.
     1. (a) The aggregate offering price of all of the following securities of the issuer shall not exceed $5,000,000:
     2. (b) The aggregate offering price of securities, which have a determinable market value shall be computed upon the basis of such market value as determined from
     3. (c) In computing the amount of securities which may be offered under §§ 230.601 to 230.610a, there need not be included unsold securities the offering of which
196. 230.604 · Filing of notification on Form 1-E.
     1. (a) At least 10 days (Saturdays, Sundays and holidays excluded) prior to the date on which the initial offering or sale of any securities is to be made under §§
     2. (b) The notification shall be signed by the issuer and each person, other than the issuer, for whose account any of the securities are to be offered. If the not
     3. (c) Any amendment to the notification shall be signed in the same manner as the original notification. Four copies of such amendment shall be filed with the Com
     4. (d) A notification or any exhibit or other document filed as a part thereof may be withdrawn upon application unless the notification is subject to an order und
197. 230.605 · Filing and use of the offering circular.
     1. (a) Except as provided in paragraphs (b) or (f) of this rule and in § 230.606:
     2. (b) Any written advertisement or other written communication, or any radio or television broadcast, which states from whom an offering circular may be obtained
     3. (c) (1) The offering circular may be printed, mimeographed, lithographed or typewritten, or prepared by any similar process which will result in clearly legible
     4. (d) If the offering is not completed within nine months from the date of the offering circular, a revised offering circular shall be prepared, filed and used in
     5. (e) Four copies of the offering circular required by this section, which is to be used at the commencement of the offering, shall be filed with the notification
     6. (f) An offering circular filed pursuant to paragraph (e) may be distributed prior to the expiration of the 10-day waiting periods for offerings provided for in
198. 230.606 · Offering not in excess of $100,000.
     1. (a) There shall be filed as an exhibit to the notification four copies of a statement setting forth the information (other than financial statements) required b
     2. (b) No advertisement, article or other communication published in any newspaper, magazine or other periodical and no radio or television broadcast in regard to
199. 230.607 · Sales material to be filed.
     1. (a) Every advertisement, article or other communication proposed to be published in any newspaper, magazine or other periodical;
     2. (b) The script of every radio or television broadcast; and
     3. (c) Every letter, circular or other written communication proposed to be sent, given or otherwise communicated to more than ten persons.
200. 230.608 · Prohibition of certain statements.
201. 230.609 · Reports of sales hereunder.
202. 230.610 · Suspension of exemption.
     1. (a) The Commission may, at any time after the filing of a notification, enter an order temporarily suspending the exemption, if it has reason to believe that:
     2. (b) Upon the entry of an order under paragraph (a) of this section, the Commission will promptly give notice to the persons on whose behalf the notification was
     3. (c) The Commission may at any time after notice of and opportunity for hearing, enter an order permanently suspending the exemption for any reason upon which it
     4. (d) All notices required by this part shall be given to the person or persons on whose behalf the notification was filed by personal service, registered or cert
203. 230.610a · Schedule A: Contents of offering circular for small business investment companies; Schedule B: Contents of offering circular for business development companies.
204. 230.651-230.656 · -230.656 [Reserved]
205. 230.701 · Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.
     1. (a) Exemption. Offers and sales made in compliance with all of the conditions of this section are exempt from section 5 of the Act (15 U.S.C. 77e).
     2. (b) Issuers eligible to use this section—(1) General. This section is available to any issuer that is not subject to the reporting requirements of section 13 or
     3. (c) Transactions exempted by this section. This section exempts offers and sales of securities (including plan interests and guarantees pursuant to paragraph (d
     4. (d) Amounts that may be sold—(1) Offers. Any amount of securities may be offered in reliance on this section. However, for purposes of this section, sales of se
     5. (e) Disclosure that must be provided. The issuer must deliver to investors a copy of the compensatory benefit plan or the contract, as applicable. In addition,
     6. (f) No integration with other offerings. Offers and sales exempt under this section are deemed to be a part of a single, discrete offering and are not subject t
     7. (g) Resale limitations. (1) Securities issued under this section are deemed to be “restricted securities” as defined in § 230.144.
     8. (ii) Time of the calculation. With respect to options to purchase securities, the aggregate sales price is determined when an option grant is made (without rega
206. 230.702(T)-230.703(T) · (T)-230.703(T) [Reserved]
207. 230.800 · Definitions for §§ 230.800, 230.801 and 230.802.
     1. (a) Business combination. Business combination means a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of security holder
     2. (b) Equity security. Equity security means the same as in § 240.3a11-1 of this chapter, but for purposes of this section only does not include:
     3. (c) Exchange offer. Exchange offer means a tender offer in which securities are issued as consideration.
     4. (d) Foreign private issuer. Foreign private issuer means the same as in § 230.405 of Regulation C.
     5. (e) Foreign subject company. Foreign subject company means any foreign private issuer whose securities are the subject of the exchange offer or business combina
     6. (f) Home jurisdiction. Home jurisdiction means both the jurisdiction of the foreign subject company's (or in the case of a rights offering, the foreign private
     7. (g) Rights offering. Rights offering means offers and sales for cash of equity securities where:
     8. (h) U.S. holder. U.S. holder means any security holder resident in the United States. To determine the percentage of outstanding securities held by U.S. holders
     9. (i) Average daily trading volume of the subject securities in the United States for a recent twelve-month period ending on a date no more than 60 days before th
     10. (ii) The most recent annual report or annual information filed or submitted by the issuer with securities regulators of the home jurisdiction or with the Commis
208. 230.801 · Exemption in connection with a rights offering.
     1. (a) Conditions—(1) Eligibility of issuer. The issuer is a foreign private issuer on the date the securities are first offered to U.S. holders.
     2. (b) Legends. The following legend or an equivalent statement in clear, plain language, to the extent applicable, appears on the cover page or other prominent po
     3. (ii) The issuer must disseminate any informational document to U.S. holders, including any amendments thereto, in English, on a comparable basis to that provide
209. 230.802 · Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.
     1. (a) Conditions to be met—(1) Limitation on U.S. ownership. Except in the case of an exchange offer or business combination that is commenced during the pendency
     2. (b) Legends. The following legend or an equivalent statement in clear, plain language, to the extent applicable, must be included on the cover page or other pro
     3. (ii) The offeror must disseminate any informational document to U.S. holders, including any amendments thereto, in English, on a comparable basis to that provid
210. 230.901 · General statement.
211. 230.902 · Definitions.
     1. (a) Debt securities. “Debt securities” of an issuer is defined to mean any security other than an equity security as defined in § 230.405, as well as the follow
     2. (b) Designated offshore securities market. “Designated offshore securities market” means:
     3. (c) Directed selling efforts. (1) “Directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the
     4. (d) Distributor. “Distributor” means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of th
     5. (e) Domestic issuer/Foreign issuer. “Domestic issuer” means any issuer other than a “foreign government” or “foreign private issuer” (both as defined in § 230.4
     6. (f) Distribution compliance period. “Distribution compliance period” means a period that begins when the securities were first offered to persons other than dis
     7. (g) Offering restrictions. “Offering restrictions” means:
     8. (h) Offshore transaction. (1) An offer or sale of securities is made in an “offshore transaction” if:
     9. (i) Any natural person resident in the United States;
     10. (ii) Any partnership or corporation organized or incorporated under the laws of the United States;
     11. (j) Substantial U.S. market interest. (1) “Substantial U.S. market interest” with respect to a class of an issuer's equity securities means:
     12. (k) U.S. person. (1) “U.S. person” means:
212. 230.903 · Offers or sales of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing; conditions relating to specific securities.
     1. (a) An offer or sale of securities by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing, sha
     2. (b) Additional conditions—(1) Category 1. No conditions other than those set forth in § 230.903(a) apply to securities in this category. Securities are eligible
     3. (i) The securities are issued by a foreign issuer that reasonably believes at the commencement of the offering that:
     4. (ii) The securities are offered and sold in an overseas directed offering, which means:
213. 230.904 · Offshore resales.
     1. (a) An offer or sale of securities by any person other than the issuer, a distributor, any of their respective affiliates (except any officer or director who is
     2. (b) Additional conditions—(1) Resales by dealers and persons receiving selling concessions. In the case of an offer or sale of securities prior to the expiratio
     3. (i) Neither the seller nor any person acting on its behalf knows that the offeree or buyer of the securities is a U.S. person; and
     4. (ii) If the seller or any person acting on the seller's behalf knows that the purchaser is a dealer, as defined in Section 2(a)(12) of the Act (15 U.S.C. 77b(a)
214. 230.905 · Resale limitations.