[Title 17 CFR ]
[Code of Federal Regulations (annual edition) - April 1, 2018 Edition]
[From the U.S. Government Publishing Office]



[[Page i]]

          

          Title 17

Commodity and Securities Exchanges


________________________

Parts 200 to 239

                         Revised as of April 1, 2018

          Containing a codification of documents of general 
          applicability and future effect

          As of April 1, 2018
                    Published by the Office of the Federal Register 
                    National Archives and Records Administration as a 
                    Special Edition of the Federal Register

[[Page ii]]

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                            Table of Contents



                                                                    Page
  Explanation.................................................       v

  Title 17:
          Chapter II--Securities and Exchange Commission             3
  Finding Aids:
      Table of CFR Titles and Chapters........................     867
      Alphabetical List of Agencies Appearing in the CFR......     887
      List of CFR Sections Affected...........................     897

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                     ----------------------------

                     Cite this Code:  CFR
                     To cite the regulations in 
                       this volume use title, 
                       part and section number. 
                       Thus, 17 CFR 200.1 refers 
                       to title 17, part 200, 
                       section 1.

                     ----------------------------

[[Page v]]



                               EXPLANATION

    The Code of Federal Regulations is a codification of the general and 
permanent rules published in the Federal Register by the Executive 
departments and agencies of the Federal Government. The Code is divided 
into 50 titles which represent broad areas subject to Federal 
regulation. Each title is divided into chapters which usually bear the 
name of the issuing agency. Each chapter is further subdivided into 
parts covering specific regulatory areas.
    Each volume of the Code is revised at least once each calendar year 
and issued on a quarterly basis approximately as follows:

Title 1 through Title 16.................................as of January 1
Title 17 through Title 27..................................as of April 1
Title 28 through Title 41...................................as of July 1
Title 42 through Title 50................................as of October 1

    The appropriate revision date is printed on the cover of each 
volume.

LEGAL STATUS

    The contents of the Federal Register are required to be judicially 
noticed (44 U.S.C. 1507). The Code of Federal Regulations is prima facie 
evidence of the text of the original documents (44 U.S.C. 1510).

HOW TO USE THE CODE OF FEDERAL REGULATIONS

    The Code of Federal Regulations is kept up to date by the individual 
issues of the Federal Register. These two publications must be used 
together to determine the latest version of any given rule.
    To determine whether a Code volume has been amended since its 
revision date (in this case, April 1, 2018), consult the ``List of CFR 
Sections Affected (LSA),'' which is issued monthly, and the ``Cumulative 
List of Parts Affected,'' which appears in the Reader Aids section of 
the daily Federal Register. These two lists will identify the Federal 
Register page number of the latest amendment of any given rule.

EFFECTIVE AND EXPIRATION DATES

    Each volume of the Code contains amendments published in the Federal 
Register since the last revision of that volume of the Code. Source 
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inserted following the text.

OMB CONTROL NUMBERS

    The Paperwork Reduction Act of 1980 (Pub. L. 96-511) requires 
Federal agencies to display an OMB control number with their information 
collection request.

[[Page vi]]

Many agencies have begun publishing numerous OMB control numbers as 
amendments to existing regulations in the CFR. These OMB numbers are 
placed as close as possible to the applicable recordkeeping or reporting 
requirements.

PAST PROVISIONS OF THE CODE

    Provisions of the Code that are no longer in force and effect as of 
the revision date stated on the cover of each volume are not carried. 
Code users may find the text of provisions in effect on any given date 
in the past by using the appropriate List of CFR Sections Affected 
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the Code prior to the LSA listings at the end of the volume, consult 
previous annual editions of the LSA. For changes to the Code prior to 
2001, consult the List of CFR Sections Affected compilations, published 
for 1949-1963, 1964-1972, 1973-1985, and 1986-2000.

``[RESERVED]'' TERMINOLOGY

    The term ``[Reserved]'' is used as a place holder within the Code of 
Federal Regulations. An agency may add regulatory information at a 
``[Reserved]'' location at any time. Occasionally ``[Reserved]'' is used 
editorially to indicate that a portion of the CFR was left vacant and 
not accidentally dropped due to a printing or computer error.

INCORPORATION BY REFERENCE

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established by statute and allows Federal agencies to meet the 
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This material, like any other properly issued regulation, has the force 
of law.
    What is a proper incorporation by reference? The Director of the 
Federal Register will approve an incorporation by reference only when 
the requirements of 1 CFR part 51 are met. Some of the elements on which 
approval is based are:
    (a) The incorporation will substantially reduce the volume of 
material published in the Federal Register.
    (b) The matter incorporated is in fact available to the extent 
necessary to afford fairness and uniformity in the administrative 
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    (c) The incorporating document is drafted and submitted for 
publication in accordance with 1 CFR part 51.
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alphabetical list of agencies publishing in the CFR are also included in 
this volume.

[[Page vii]]

    An index to the text of ``Title 3--The President'' is carried within 
that volume.
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the revision dates of the 50 CFR titles.

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INQUIRIES

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    The e-CFR is a regularly updated, unofficial editorial compilation 
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    Oliver A. Potts,
    Director,
    Office of the Federal Register
    April 1, 2018

                                
                                      
                            

  

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                               THIS TITLE

    Title 17--Commodity and Securities Exchanges is composed of four 
volumes. The first two volumes containing parts 1--40, and 41--199 
comprise Chapter I--Commodity Futures Trading Commission. The third 
volume contains Chapter II--Securities and Exchange Commission, parts 
200--239. The fourth volume, comprising part 240 to end, contains the 
remaining regulations of the Securities and Exchange Commission, and 
Chapter IV--Department of the Treasury. The contents of these volumes 
represent all current regulations issued by the Commodity Futures 
Trading Commission, the Securities and Exchange Commission, and the 
Department of the Treasury as of April 1, 2018.

    The OMB control numbers for the Securities and Exchange Commission 
appear in Sec. 200.800 of chapter II. For the convenience of the user, 
Sec. 200.800 is reprinted in the Finding Aids section of the volume 
containing part 240 to end.

    For this volume, Michele Bugenhagen was Chief Editor. The Code of 
Federal Regulations publication program is under the direction of John 
Hyrum Martinez, assisted by Stephen J. Frattini.

[[Page 1]]



              TITLE 17--COMMODITY AND SECURITIES EXCHANGES




                  (This book contains parts 200 to 239)

  --------------------------------------------------------------------
                                                                    Part

chapter ii--Securities and Exchange Commission..............         200

[[Page 3]]



             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION




  --------------------------------------------------------------------
Part                                                                Page
200             Organization; conduct and ethics; and 
                    information and requests................           5
201             Rules of practice...........................         127
202             Informal and other procedures...............         198
203             Rules relating to investigations............         216
204             Rules relating to debt collection...........         218
205             Standards of professional conduct for 
                    attorneys appearing and practicing 
                    before the Commission in the 
                    representation of an issuer.............         236
209             Forms prescribed under the Commission's 
                    rules of practice.......................         242
210             Form and content of and requirements for 
                    financial statements, Securities Act of 
                    1933, Securities Exchange Act of 1934, 
                    Investment Company Act of 1940, 
                    Investment Advisers Act of 1940, and 
                    Energy Policy and Conservation Act of 
                    1975....................................         243
211             Interpretations relating to financial 
                    reporting matters.......................         348
227             Regulation crowdfunding, general rules and 
                    regulations.............................         350
228

[Reserved]

229             Standard instructions for filing forms under 
                    Securities Act of 1933, Securities 
                    Exchange Act of 1934 and Energy Policy 
                    and Conservation Act of 1975--Regulation 
                    S-K.....................................         374
230             General rules and regulations, Securities 
                    Act of 1933.............................         589
231             Interpretative releases relating to the 
                    Securities Act of 1933 and general rules 
                    and regulations thereunder..............         797
232             Regulation S-T--General rules and 
                    regulations for electronic filings......         803
239             Forms prescribed under the Securities Act of 
                    1933....................................         833

[[Page 5]]



PART 200_ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS
--Table of Contents



              Subpart A_Organization and Program Management

Sec.
200.1  General statement and statutory authority.
200.2  Statutory functions.

                          General Organization

200.10  The Commission.
200.11  Headquarters Office--Regional Office relationships.
200.12  Functional responsibilities.
200.13  Chief Operating Officer.
200.13a  The Secretary of the Commission.
200.13b  Director of the Office of Public Affairs, Policy Evaluation, 
          and Research.
200.14  Office of Administrative Law Judges.
200.15  Office of International Affairs.
200.16  Executive Assistant to the Chairman.
200.16a  Inspector General.
200.17  Chief Management Analyst.
200.18  Director of Division of Corporation Finance.
200.19a  Director of the Division of Trading and Markets.
200.19b  Director of the Division of Enforcement.
200.19c  Director of the Office of Compliance Inspections and 
          Examinations.
200.19d  Director of the Office of Municipal Securities.
200.20b  Director of Division of Investment Management.
200.21  The General Counsel.
200.21a  The Ethics Counsel.
200.22  The Chief Accountant.
200.23a  Office of Economic Analysis.
200.23b  [Reserved]
200.24  Office of Financial Management.
200.24a  Director of the Office of Consumer Affairs.
200.25-200.26  [Reserved]
200.26a  Office of Information Technology.
200.27  The Regional Directors.
200.28  Issuance of instructions.
200.29  Rules.
200.30-1  Delegation of authority to Director of Division of Corporation 
          Finance.
200.30-3  Delegation of authority to Director of Division of Trading and 
          Markets.
200.30-3a  Delegation of authority to Director of the Office of 
          Municipal Securities.
200.30-4  Delegation of authority to Director of Division of 
          Enforcement.
200.30-5  Delegation of authority to Director of Division of Investment 
          Management.
200.30-6  Delegation of authority to Regional Directors.
200.30-7  Delegation of authority to Secretary of the Commission.
200.30-8  [Reserved]
200.30-9  Delegation of authority to hearing officers.
200.30-10  Delegation of authority to Chief Administrative Law Judge.
200.30-11  Delegation of authority to the Chief Accountant.
200.30-12  [Reserved]
200.30-13  Delegation of authority to Chief Financial Officer.
200.30-14  Delegation of authority to the General Counsel.
200.30-15  Delegation of authority to Executive Director.
200.30-16  Delegation of authority to Executive Assistant to the 
          Chairman.
200.30-17  Delegation of authority to Director of Office of 
          International Affairs.
200.30-18  Delegation of authority to Director of the Office of 
          Compliance Inspections and Examinations.

              Subpart B_Disposition of Commission Business

200.40  Joint disposition of business by Commission meeting.
200.41  Quorum of the Commission.
200.42  Disposition of business by seriatim Commission consideration.
200.43  Disposition of business by exercise of authority delegated to 
          individual Commissioner.

                       Subpart C_Canons of Ethics

200.50  Authority.
200.51  Policy.
200.52  Copies of the Canons.
200.53  Preamble.
200.54  Constitutional obligations.
200.55  Statutory obligations.
200.56  Personal conduct.
200.57  Relationships with other members.
200.58  Maintenance of independence.
200.59  Relationship with persons subject to regulation.
200.60  Qualification to participate in particular matters.
200.61  Impressions of influence.
200.62  Ex parte communications.
200.63  Commission opinions.
200.64  Judicial review.
200.65  Legislative proposals.
200.66  Investigations.
200.67  Power to adopt rules.
200.68  Promptness.
200.69  Conduct toward parties and their counsel.
200.70  Business promotions.
200.71  Fiduciary relationships.
200.72  Supervision of internal organization.

                   Subpart D_Information and Requests

200.80  Commission records and information.
200.80a  Appendix A--Documentary materials available to the public.

[[Page 6]]

200.80b  Appendix B--SEC releases.
200.80c  Appendix C--Rules and miscellaneous publications available from 
          the Government Printing Office.
200.80d  Appendix D--Other publications available from the Commission.
200.80e  Appendix E--Schedule of fees for records services.
200.80f  Appendix F--Records control schedule.
200.81  Publication of interpretative, no-action and certain exemption 
          letters and other written communications.
200.82  Public availability of materials filed pursuant to Sec. 240.14a-
          8(d) and related materials.
200.82a  Public availability of materials filed pursuant to 
          Sec. 240.14a-11(g) and related materials.
200.83  Confidential treatment procedures under the Freedom of 
          Information Act.

Subpart E [Reserved]

  Subpart F_Code of Behavior Governing Ex Parte Communications Between 
         Persons Outside the Commission and Decisional Employees

200.110  Purpose.
200.111  Prohibitions; application; definitions.
200.112  Duties of recipient; notice to participants.
200.113  Opportunity to respond; interception.
200.114  Sanctions.

Subpart G_Plan of Organization and Operation Effective During Emergency 
                               Conditions

200.200  Purpose.
200.201  General provisions.
200.202  Offices, and information and submittals.
200.203  Organization, and delegations of authority.
200.204  Personnel, fiscal, and service functions.
200.205  Effect upon existing Commission organization, delegations, and 
          rules.

   Subpart H_Regulations Pertaining to the Privacy of Individuals and 
             Systems of Records Maintained by the Commission

200.301  Purpose and scope.
200.302  Definitions.
200.303  Times, places and requirements for requests pertaining to 
          individual records in a record system and for the 
          identification of individuals making requests for access to 
          the records pertaining to them.
200.304  Disclosure of requested records.
200.305  Special procedure: Medical records.
200.306  Requests for amendment or correction of records.
200.307  Review of requests for amendment or correction.
200.308  Appeal of initial adverse agency determination as to access or 
          as to amendment or correction.
200.309  General provisions.
200.310  Fees.
200.311  Penalties.
200.312  Specific exemptions.
200.313  Inspector General exemptions.

  Subpart I_Regulations Pertaining to Public Observation of Commission 
                                Meetings

200.400  Open meetings.
200.401  Definitions.
200.402  Closed meetings.
200.403  Notice of Commission meetings.
200.404  General procedure for determination to close meeting.
200.405  Special procedure for determination to close meeting.
200.406  Certification by the General Counsel.
200.407  Transcripts, minutes, and other documents concerning closed 
          Commission meetings.
200.408  Public access to transcripts and minutes of closed Commission 
          meetings; record retention.
200.409  Administrative appeals.
200.410  Miscellaneous.

   Subpart J_Classification and Declassification of National Security 
                        Information and Material

200.500  Purpose.
200.501  Applicability.
200.502  Definition.
200.503  Senior agency official.
200.504  Oversight Committee.
200.505  Original classification.
200.506  Derivative classification.
200.507  Declassification dates on derivative documents.
200.508  Requests for mandatory review for declassification.
200.509  Challenge to classification by Commission employees.
200.510  Access by historical researchers.
200.511  Access by former Presidential appointees.

  Subpart K_Regulations Pertaining to the Protection of the Environment

200.550  Purpose.
200.551  Applicability.
200.552  NEPA planning.
200.553  Draft, final and supplemental impact statements.

[[Page 7]]

200.554  Public availability of information.

 Subpart L_Enforcement of Nondiscrimination on the Basis of Handicap in 
    Programs or Activities Conducted by the Securities and Exchange 
                               Commission

200.601  Purpose.
200.602  Application.
200.603  Definitions.
200.604-200.609  [Reserved]
200.610  Self-evaluation.
200.611  Notice.
200.612-200.629  [Reserved]
200.630  General prohibitions against discrimination.
200.631-200.639  [Reserved]
200.640  Employment.
200.641-200.648  [Reserved]
200.649  Program accessibility: Discrimination prohibited.
200.650  Program accessibility: Existing facilities.
200.651  Program accessibility: New construction and alterations.
200.652-200.659  [Reserved]
200.660  Communications.
200.661-200.669  [Reserved]
200.670  Compliance procedures.
200.671-200.699  [Reserved]

  Subpart M_Regulation Concerning Conduct of Members and Employees and 
             Former Members and Employees of the Commission

200.735-1  Purpose.
200.735-2  Policy.
200.735-3  General provisions.
200.735-4  Outside employment and activities.
200.735-5  Securities transactions.
200.735-6  Action in case of personal interest.
200.735-7  Negotiation for employment.
200.735-8  Practice by former members and employees of the Commission.
200.735-9  Indebtedness.
200.735-10  Miscellaneous statutory provisions.
200.735-11  Statement of employment and financial interests.
200.735-12  Special Government employees.
200.735-13  Disciplinary and other remedial action.
200.735-14  Employees on leave of absence.
200.735-15  Interpretive and advisory service.
200.735-16  Delegation.
200.735-17  Administration of the conduct regulation.
200.735-18  Requests for waivers.

   Subpart N_Commission Information Collection Requirements Under the 
              Paperwork Reduction Act: OMB Control Numbers

200.800  OMB control numbers assigned pursuant to the Paperwork 
          Reduction Act

    Editorial Note: Nomenclature changes to part 200 appear at 76 FR 
60371, Sept. 29, 2011.



              Subpart A_Organization and Program Management

    Authority: 15 U.S.C. 77c, 77o, 77s, 77z-3, 77sss, 78d, 78d-1, 78d-2, 
78o-4, 78w, 78ll(d), 78mm, 80a-37, 80b-11, 7202, and 7211 et seq., 
unless otherwise noted.
    Section 200.16a is also issued under Sec. 989B of Pub. L. 111-203 
(2010), 124 Stat. 1376; and 5 U.S.C. App. (Inspector General Act of 
1978) Sec. 8G.
    Sections 200.27 and 200.30-6 are also issued under 15 U.S.C. 77e, 
77f, 77g, 77h, 77j, 77q, 77u, 78e, 78g, 78h, 78i, 78k, 78m, 78o, 78o-4, 
78q, 78q-1, 78t-1, 78u, 77hhh, 77uuu, 80a-41, 80b-5, and 80b-9.
    Section 200.30-1 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 
78c(b) 78l, 78m, 78n, 78o(d).
    Section 200.30-3 is also issued under 15 U.S.C. 78b, 78d, 78f, 78k-
1, 78q, 78s, and 78eee.
    Section 200.30-5 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 
78c(b), 78l, 78m, 78n, 78o(d), 80a-8, 80a-20, 80a-24, 80a-29, 80b-3, 
80b-4.

    Source: 27 FR 12712, Dec. 22, 1962, unless otherwise noted.



Sec. 200.1  General statement and statutory authority.

    The Securities and Exchange Commission was created in 1934 under the 
Securities Exchange Act. That Act transferred to the Commission the 
administration of the Securities Act of 1933, formerly administered by 
the Federal Trade Commission. Subsequent laws assigned to the Securities 
and Exchange Commission for administration are: Trust Indenture Act of 
1939, Investment Company Act of 1940, and Investment Advisers Act of 
1940. In addition, under the Bankruptcy Code, the Commission is a 
statutory party in cases arising under chapters 9 and 11. Considered 
together, the laws administered by the Commission provided for the 
following.

[[Page 8]]

    (a) Public disclosure of pertinent facts concerning public offerings 
of securities and securities listed on national securities exchanges and 
certain securities traded in the over-the-counter markets.
    (b) Enforcement of disclosure requirements in the soliciting of 
proxies for meetings of security holders by companies whose securities 
are registered pursuant to section 12 of the Securities Exchange Act of 
1934, and their subsidiaries and investment companies.
    (c) Regulation of the trading in securities on national securities 
exchanges and in the over-the-counter markets.
    (d) Investigation of securities frauds, manipulations, and other 
violations, and the imposition and enforcement of legal sanctions 
therefor.
    (e) Registration, and the regulation of certain activities, of 
brokers, dealers and investment advisers.
    (f) Supervision of the activities of mutual funds and other 
investment companies.
    (g) Administration of statutory standards governing protective and 
other provisions of trust indentures under which debt securities are 
sold to the public.
    (h) Protection of the interests of public investors involved in 
bankruptcy reorganization cases and in bankruptcy cases involving the 
adjustment of debts of a municipality.
    (i) Administrative sanctions, injunctive remedies, civil money 
penalties and criminal prosecution. There are also private rights of 
action for investors injured by violations of the Acts.

[27 FR 12712, Dec. 22, 1962, as amended at 43 FR 13375, Mar. 30, 1978; 
49 FR 12684, Mar. 30, 1984; 60 FR 14623, Mar. 20, 1995; 60 FR 32794, 
June 23, 1995; 76 FR 71874, Nov. 21, 2011]



Sec. 200.2  Statutory functions.

    Following are brief descriptions of the Commission's functions under 
each of the statutes it administers:
    (a) Securities Act of 1933. (1) Issuers of securities making public 
offerings for sale in interstate commerce or through the mails, directly 
or by others on their behalf, are required to file with the Commission 
registration statements containing financial and other pertinent data 
about the issuer and the offering. A similar requirement is provided 
with respect to such public offerings on behalf of a controlling person 
of the issuer. Unless a registration statement is in effect with respect 
to such securities, it is unlawful to sell the securities in interstate 
commerce or through the mails. (There are certain limited exemptions, 
such as government securities, non-public offerings, and intrastate 
offerings.) The effectiveness of a registration statement may be refused 
or suspended after a hearing if the statement contains material 
misstatements or omissions, thus barring sale of the securities until it 
is appropriately amended. Registration is not a finding by the 
Commission as to the accuracy of the facts disclosed; and it is unlawful 
so to represent. Moreover, registration of securities does not imply 
approval of the issue by the Commission or insure investors against loss 
in their purchase, but serves rather to provide information upon which 
investors may make an informed and realistic evaluation of the worth of 
the securities.
    (2) Persons responsible for filing false information with the 
Commission subject themselves to the risk of fine or imprisonment or 
both; and the issuing company, its directors, officers, and the 
underwriters and dealers and others may be liable in damages to 
purchasers of registered securities if the disclosures in the 
registration statements and prospectus are materially defective. Also 
the statute contains antifraud provisions which apply generally to the 
sale of securities, whether or not registered.
    (b) Securities Exchange Act of 1934. This Act requires the filing of 
registration applications and annual and other reports with national 
securities exchanges and the Commission, by companies whose securities 
are listed on the exchanges. Annual and other reports must be filed also 
by certain companies whose securities are traded on the over-the-counter 
markets. These must contain financial and other data prescribed by the 
Commission for the information of investors. Material misstatements or 
omissions are grounds for suspension or withdrawal of the security from 
exchange trading.

[[Page 9]]

This Act makes unlawful any solicitation of proxies, authorizations, or 
consents in contravention of Commission rules. These rules require 
disclosure of information about the subject of the solicitation to 
security holders. The Act requires disclosure of the holdings and the 
transactions by an officer, director, or beneficial owner of over 10 
percent of any class of equity security of certain companies. It also 
requires disclosure of the beneficial owners of more than five percent 
of any class of equity securities of a registered company. It provides 
substantive and procedural protection to security holders in third-party 
and issuer tender offers. The Act also provides for the registration 
with, and regulation by, the Commission of national securities 
exchanges, brokers or dealers engaged in an over-the-counter securities 
business, and national associations of such brokers or dealers. It gives 
the Commission rulemaking power with respect to short sales, 
stabilizing, floor trading activities of specialists and odd-lot 
dealers, and such matters as excessive trading by exchange members. The 
Act authorizes the Board of Governors of the Federal Reserve System to 
prescribe minimum margin requirements for listed securities.
    (c) Trust Indenture Act of 1939. This Act safeguards the interests 
of purchasers of publicly-offered debt securities issued under trust 
indentures by requiring the inclusion of certain protective provisions 
in, and the exclusion of certain types of exculpatory clauses from, 
trust indentures. The Act also requires that an independent indenture 
trustee represent the debtors by proscribing certain relationships that 
could conflict with proper exercise of duties.
    (d) Investment Company Act of 1940. This Act establishes a 
comprehensive regulatory framework for investment companies and subjects 
their activities to regulation under standards prescribed for the 
protection of investors. Among other things, the Act provides for the 
registration of investment companies with the Commission; requires them 
to disclose their financial condition and investment policies to their 
shareholders; prohibits them from substantially changing investment 
policies without shareholder approval; bars persons guilty of securities 
fraud from serving as officers or directors; prevents underwriters, 
investment bankers, or brokers from constituting more than a minority of 
the directors of an investment company; requires that management 
contracts be submitted to shareholders for their approval; prohibits 
transactions between investment companies and their directors, officers, 
or affiliated companies or persons, except when approved by the 
Commission; and prohibits investment companies from issuing senior 
securities except under specified terms and conditions. The Act also 
regulates advisory fees, sales and repurchases of securities, exchange 
offers, and other activities of investment companies. The Act authorizes 
the Commission to exempt any person or class of persons or securities 
from any provisions of, or rules under, the Act and to conduct any 
investigation it deems necessary to determine existing or potential 
violations of the Act. It also authorizes the Commission to prepare 
reports to security holders on the fairness of plans of reorganization, 
merger, or consolidation. The Commission may institute a court action to 
enjoin acts or practices of management involving, among other things, a 
breach of fiduciary duty and the consummation of plans of 
reorganization, merger, or consolidation that are grossly unfair to 
security holders.
    (e) Investment Advisers Act of 1940. Persons who, for compensation, 
engage in the business of advising others with respect to their security 
transactions must register with the Commission. Their activities in the 
conduct of such business are subject to standards of the act which make 
unlawful those practices which constitute fraud or deceit and which 
require, among other things, disclosure of any interests they may have 
in transactions executed for clients. The Act grants to the Commission 
rule-making power with respect to fraudulent and other activities of 
investment advisers.
    (f) Chapter 11 of the Bankruptcy Code. Chapter 11 of the Bankruptcy 
Code (11 U.S.C. 1101 et seq.) provides for Commission participation as a 
statutory party in reorganization cases. Under section 1109(a) of the 
Bankruptcy Code (11

[[Page 10]]

U.S.C. 1109(a)), which also applies to Chapter 9 cases regarding 
municipalities, the Commission ``may raise and may appear and be heard 
on any issue in the case.''

(11 U.S.C. 901, 1109(a))

[27 FR 12712, Dec. 22, 1962, as amended at 49 FR 12684, Mar. 30, 1984; 
60 FR 14624, Mar. 20, 1995; 76 FR 71874, Nov. 21, 2011]

                          General Organization



Sec. 200.10  The Commission.

    The Commission is composed of five members, not more than three of 
whom may be members of the same political party. The members are 
appointed by the President, with the advice and consent of the Senate, 
for 5-year terms, one term ending each year. The Chairman is designated 
by the President pursuant to the provisions of section 3 of 
Reorganization Plan No. 10 of 1950 (3 CFR, 1949-1953 Comp., p. 1006). 
The Commission is assisted by a staff, which includes lawyers, 
accountants, engineers, financial security analysts, investigators and 
examiners, as well as administrative and clerical employees.



Sec. 200.11  Headquarters Office--Regional Office relationships.

    (a)(1) Division and Office Heads in the Headquarters Office (100 F 
Street, NE., Washington, DC 20549) have Commission-wide responsibility 
to the Commission for the overall development, policy and technical 
guidance, and policy direction of the operating programs under their 
jurisdiction.
    (2) Each Regional Director is responsible for the direction and 
supervision of his or her work force and for the execution of all 
programs in his or her office's region as shown in paragraph (b) of this 
section, in accordance with established policy, and reports, on 
enforcement matters, to the Deputy Director of the Division of 
Enforcement who is responsible for Regional Office enforcement matters 
and, on examination matters, to the Director of the Office of Compliance 
Inspections and Examinations. The Director of Regional Office Operations 
interacts with the Regional Directors and their staff on operational and 
administrative/management issues and serves as their representative in 
the Commission's Washington Headquarters in those areas.
    (b) Regional Directors of the Commission.

    Atlanta Regional Office: Alabama, Georgia, North Carolina, South 
Carolina, and Tennessee--Regional Director, 3475 Lenox Road, NE., Suite 
1000, Atlanta, GA 30326-1232.
    Boston Regional Office: Connecticut, Maine, Massachusetts, New 
Hampshire, Rhode Island, and Vermont--Regional Director, 33 Arch Street, 
23rd Floor, Boston, MA 02110-1424.
    Chicago Regional Office: Kentucky, Illinois, Indiana, Iowa, 
Michigan, Minnesota, Missouri, Ohio, and Wisconsin--Regional Director, 
175 West Jackson Boulevard, Suite 900, Chicago, IL 60604-2908.
    Denver Regional Office: Colorado, Kansas, Nebraska, New Mexico, 
North Dakota, South Dakota, and Wyoming--Regional Director, 1801 
California Street, Suite 1500, Denver, CO 80202-2656.
    Fort Worth Regional Office: Arkansas, Kansas (for certain purposes), 
Oklahoma, and Texas--Regional Director, Burnett Plaza, Suite 1900, 801 
Cherry Street, Unit #18, Fort Worth, TX 76102-6882.
    Los Angeles Regional Office: Arizona, Southern California (zip codes 
93599 and below, except 93200-93299), Guam, Hawaii, and Nevada--Regional 
Director, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036-
3648.
    Miami Regional Office: Florida, Louisiana, Mississippi, Puerto Rico, 
and the Virgin Islands--Regional Director, 801 Brickell Avenue, Suite 
1800, Miami, FL 33131-4901.
    New York Regional Office: New York and New Jersey--Regional 
Director, 3 World Financial Center, Suite 400, New York, NY 10281-1022.
    Philadelphia Regional Office: Delaware, District of Columbia, 
Maryland, Pennsylvania, Virginia, and West Virginia--Regional Director, 
701 Market Street, Suite 2000, Philadelphia, PA 19106-1532.
    Salt Lake City Regional Office: Utah--Regional Director, 15 W. South 
Temple Street, Suite 1800, Salt Lake City, UT 84101-1573.
    San Francisco Regional Office: Alaska, Northern California (zip 
codes 93600 and up, plus 93200-93299), Idaho, Montana, Oregon, and 
Washington--Regional Director, 44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716.

    (c) The geographic allocation set forth in paragraph (b) of this 
section determines where registered brokers, dealers, transfer agents, 
clearing agents, registered securities associations, investment 
advisers, and others as designated in this chapter must file

[[Page 11]]

reports required to be filed in regional offices.

[73 FR 32223, June 5, 2008]



Sec. 200.12  Functional responsibilities.

    This section sets forth the administrative and substantive 
responsibilities of the Division Directors, Office Heads, Regional 
Directors, and certain other Commission officers. All Commission 
officers and other staff members, except administrative law judges and 
the Inspector General, shall perform, in addition to the duties herein 
set forth, such additional duties as the chairman of the Commission may 
assign from time to time. These officers also serve as liaison with 
Government and other agencies concerning matters within their respective 
functional responsibilities.

[37 FR 23826, Nov. 9, 1972, as amended at 59 FR 5943, Feb. 9, 1994; 60 
FR 14624, Mar. 20, 1995; 73 FR 32223, June 5, 2008]



Sec. 200.13  Chief Operating Officer.

    (a) The Chief Operating Officer is responsible for developing and 
executing the overall management policies of the Commission for all its 
operating divisions and staff offices. The Chief Operating Officer also 
provides executive direction to, and exercises administrative control 
over, the Office of Human Resources, the Office of Administrative 
Services, the Office of Financial Management, the Office of FOIA, 
Records Management, and Security, and the Office of Information 
Technology. In addition, the Chief Operating Officer implements the 
following statutes, regulations, and Executive orders, as well as those 
that the Chairman may designate:
    (1) Paperwork Reduction Act of 1980 (44 U.S.C. 3501 et seq.).
    (2) Small and Disadvantaged Business Utilization Program (15 U.S.C. 
631 et seq.).
    (3) Government Printing and Binding Regulations, U.S. Congress Joint 
Committee on Printing (1977).
    (4) Occupational Safety and Health Programs for Federal Employees 
under Executive Order 12196 of February 26, 1980 (29 CFR 1960.1-
1960.90).
    (5) Federal Managers' Financial Integrity Act of 1982 (31 U.S.C. 
3512).
    (6) National Security Information under Executive Order 12356 of 
April 6, 1982.
    (7) Government Performance and Results Act of 1993 (31 U.S.C. 1101 
et seq.).
    (8) Recommendations of the Report of the National Performance Review 
(September 1993).
    (b) The Chief Operating Officer appoints personnel, reviews and 
approves policies and procedures, and assures appropriate resources to 
implement the programs set forth in paragraph (a) of this section, and 
authorizes and transmits reports required by them.
    (c) The Chief Operating Officer also designates certifying officers 
for agency payments.
    (d) The Chief Operating Officer shall be responsible for:
    (1) Implementing the goals of the President and the Chairman and the 
mission of the Commission;
    (2) Providing overall organizational management to improve agency 
performance;
    (3) Assisting the Chairman in promoting ongoing quality improvement, 
developing strategic plans, and measuring results;
    (4) Directing ongoing reengineering of the Commission's 
administrative processes;
    (e) Overseeing Commission-specific application of performance 
measures, procurement reforms, personnel reductions, financial 
management improvements, telecommunications and information technology 
policies, and other government-wide systems reforms adopted as a result 
of the recommendations of the National Performance Review; and
    (f) Reforming the Commission's management practices by incorporating 
the principles of the National Performance Review into day-to-day 
management.

[60 FR 14624, Mar. 20, 1995, as amended at 76 FR 60371, Sept. 29, 2011]



Sec. 200.13a  The Secretary of the Commission.

    (a) The Secretary of the Commission is responsible for the 
preparation of the daily and weekly agendas of Commission business; the 
orderly and expeditious flow of business at formal Commission meetings; 
the maintenance of

[[Page 12]]

the Official Minute record of all actions of the Commission; and the 
service of all instruments of formal Commission action. He or she is 
custodian of the official seal of the Commission, and also has the 
responsibility for authenticating documents.
    (b) The Secretary has been delegated responsibilities relating to 
the Commission's rules of practice, administrative proceedings under the 
Commission's statutes, and other responsibilities.
    (c) In addition, he or she administers the Commission's Library.

[50 FR 12239, Mar. 28, 1985]



Sec. 200.13b  Director of the Office of Public Affairs, Policy Evaluation,
and Research.

    The Director of the Office of Public Affairs, Policy Evaluation, and 
Research is the chief public information officer for the Commission, and 
oversees activities that communicate the Commission's actions to those 
interested in or affected by them. His or her responsibilities include 
liaison with the news media, dissemination of information to the news 
media and to the general public, supervision of internal and some 
external publications and of audio-visual presentations. 
Responsibilities of the Director, and of his or her staff, include 
special projects that may be deemed appropriate to communicate 
information on Commission actions.

[50 FR 12239, Mar. 28, 1985, as amended at 60 FR 14625, Mar. 20, 1995]



Sec. 200.14  Office of Administrative Law Judges.

    (a) Under the Administrative Procedure Act (5 U.S.C. 551-559) and 
the federal securities laws, the Office of Administrative Law Judges 
conducts hearings in proceedings instituted by the Commission. The 
Administrative Law Judges are responsible for the fair and orderly 
conduct of the proceedings and have the authority to:
    (1) Administer oaths and affirmations;
    (2) Issue subpoenas;
    (3) Rule on offers of proof;
    (4) Examine witnesses;
    (5) Regulate the course of a hearing;
    (6) Hold pre-hearing conferences;
    (7) Rule upon motions; and
    (8) Unless waived by the parties, prepare an initial decision 
containing the conclusions as to the factual and legal issues presented, 
and issue an appropriate order.
    (b) The Chief Administrative Law Judge performs the duties of an 
Administrative Law Judge under the Administrative Procedure Act and the 
duties delegated to him or her by the Commission that are compatible 
with those duties. The Chief Administrative Law Judge is responsible for 
the orderly functioning of the Office of Administrative Law Judges apart 
from the conduct of administrative proceedings and acts as liaison 
between that Office and the Commission.

[60 FR 14625, Mar. 20, 1995]



Sec. 200.15  Office of International Affairs.

    (a) The Office of International Affairs (``OIA'') is responsible for 
the negotiation and implementation of the Commission's bilateral and 
multilateral agreements and understandings with foreign financial 
regulatory authorities. OIA coordinates and participates in activities 
relating to the Commission's international cooperation programs and 
develops initiatives to enhance the Commission's ability to enforce the 
federal securities laws in matters with international elements.
    (b) OIA assists in and facilitates the efforts of the Commission's 
other divisions and offices in responding to international issues and in 
developing legislative, rulemaking and other initiatives relating to 
international securities markets. OIA facilitates the development of 
and, where appropriate, provides advice and presents Commission 
positions relating to international initiatives of other U.S. Government 
departments and agencies affecting regulation of securities markets. OIA 
plans, coordinates and participates in Commission meetings with foreign 
financial regulatory authorities.

[58 FR 52418, Oct. 8, 1993]

[[Page 13]]



Sec. 200.16  Executive Assistant to the Chairman.

    The Executive Assistant to the Chairman assists the Chairman in 
consideration of legal, financial, and economic problems encountered in 
the administration of the Commission's statutes. He or she arranges for 
and conducts conferences with officials of the Commission, members of 
the staff, and/or representatives of the public on matters arising with 
regard to general programs or specific matters. Acting for the Chairman, 
he or she furnishes the initiative, executive direction, and authority 
for staff studies and reports bearing on the Commission's administration 
of the laws and its relations with the public, industry, and the 
Congress. The Executive Assistant is also responsible for assisting 
members of the Commission in the preparation of the opinions of the 
Commission, and to the Commission for the preparation of opinions and 
decisions on motions and certifications of questions and rulings by 
administrative law judges in the course of administrative proceedings 
under Rule 102(e) of the Commission's Rules of Practice (Sec. 201.102(e) 
of this chapter), and in other cases in which the Chairman or the 
General Counsel has determined that separation of functions requirements 
or other circumstances would make inappropriate the exercise of such 
functions by the General Counsel. In cases where, pursuant to a waiver 
by the parties of separation of function requirements, another Division 
or Office of the Commission's staff undertakes to prepare an opinion or 
decision, such Division or Office rather than the Executive Assistant 
will prepare such opinion or decision, although the Executive Assistant 
may assist in such preparation. The Executive Assistant is further 
responsible for the exercise of such review functions with respect to 
adjudicatory matters as are delegated to him or her by the Commission 
pursuant to 101 Stat. 1254 (15 U.S.C. 78d-1, 78d-2) or as may be 
otherwise delegated or assigned to him or her.

[54 FR 18100, Apr. 27, 1989, as amended at 60 FR 32794, June 23, 1995]



Sec. 200.16a  Inspector General.

    (a) Under the Inspector General Act of 1978, as amended, (5 U.S.C. 
app.) the Inspector General performs independent and objective 
investigations and audits relating to the Commission's programs and 
operations. An investigation seeks to detect and prevent waste, fraud, 
and abuse in the Commission's programs and operations, such as 
violations of federal statutes or regulations by contractors and 
Commission employees or the Standards Of Ethical Conduct For Employees 
of the Executive Branch. An audit seeks to determine whether:
    (1) Program goals and results identified in enabling legislation are 
achieved.
    (2) Resources are efficiently and economically used and managed.
    (3) Financial operations are properly conducted.
    (4) Financial reports are fairly presented.
    (5) Applicable laws and regulations are complied with.
    (b) In cooperation with Commission management, the Inspector General 
generally promotes economy, efficiency, and the effectiveness of waste 
or fraud detection and prevention in the Commission's programs and 
operations. The Inspector General also keeps the Congress and the 
Commission informed about problems and deficiencies in the Commission's 
programs and operations.
    (c) The Inspector General reports to the Commission, but is 
independent of all other Commission management. In addition, the 
Inspector General independently prepares semi-annual reports to the 
Congress.
    (d) With respect to misconduct of Commission employees and 
contractors, the Inspector General, after consultation with the Ethics 
Counsel, where appropriate, serves as the Commission's liaison with 
other federal audit and investigative agencies, such as the Department 
of Justice and the Executive Council on Integrity and Efficiency.
    (e) Subpoenas issued in the course of an audit or investigation 
conducted by the Office of the Inspector General

[[Page 14]]

shall be effected by any method prescribed by Sec. 201.232(a) and (c) of 
this chapter.

[60 FR 14625, Mar. 20, 1995, as amended at 77 FR 8095, Feb. 14, 2012]



Sec. 200.17  Chief Management Analyst.

    The Chief Management Analyst is responsible to the Chief Operating 
Officer for overseeing the performance of management analysis tasks 
which pertain, but are not limited, to:
    (a) Agency work methods and procedures;
    (b) Effective personnel and resource allocation and utilization;
    (c) Organizational structures and delegations of authority;
    (d) Management information systems and concepts; and
    (e) The preparation of recurring special reports and analyses.

[60 FR 14625, Mar. 20, 1995]



Sec. 200.18  Director of Division of Corporation Finance.

    The Director of the Division of Corporation Finance is responsible 
to the Commission for the administration of all matters (except those 
pertaining to investment companies registered under the Investment 
Company Act of 1940) relating to establishing and requiring adherence to 
standards of business and financial disclosure with respect to 
securities being offered for public sale pursuant to the registration 
requirements of the Securities Act of 1933 (15 U.S.C. 77a et seq.) or 
the exemptions therefrom; establishing and requiring adherence to 
standards of reporting and disclosure with respect to securities traded 
on national securities exchanges or required to be registered pursuant 
to section 12 (g) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)) and with respect to securities whose issuers are required to 
file reports pursuant to section 15(d) of that Act (15 U.S.C. 78c(d)); 
establishing and requiring adherence to disclosure and procedural 
standards in the solicitation of proxies for the election of directors 
and other corporate actions; establishing and requiring adherence to 
standards of disclosure with respect to the filing of statements 
respecting beneficial ownership and transaction statements pursuant to 
sections 13 (d), (e), and (g) (15 U.S.C. 78m(d), 78m(e), and 78m(g)) of 
the Securities Exchange Act of 1934; administering the disclosure and 
substantive provisions of the Williams Act relating to tender offers; 
and ensuring adherence to enforcement of the standards set forth in the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) regarding 
indenture covering debt securities. Those duties shall include, with the 
exception of enforcement and related activities under the jurisdiction 
of the Division of Enforcement, the responsibility to the Commission for 
the administration of the disclosure requirements and other provisions 
of the Securities Act of 1933, the Securities Exchange Act of 1934, and 
the Trust Indenture Act of 1939, as listed below:
    (a) All matters under the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) including the examination and processing of material filed 
pursuant to the requirements of that Act (except such material filed by 
investment companies registered under the Investment Company Act of 
1940), the interpretation of the provisions of the Securities Act of 
1933, and the proposing to the Commission of rules under that Act.
    (b) All matters, except those pertaining to investment companies 
registered under the Investment Company Act of 1940, arising under the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) in connection 
with:
    (1) The registration of securities pursuant to section 12 of the Act 
(15 U.S.C. 78l), including the exemptive provisions of section 12(h) (15 
U.S.C. 78l(h)).
    (2) The examination and processing of periodic reports filed 
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).
    (3) The examination and processing of proxy soliciting material 
filed pursuant to section 14(a) and information statements filed 
pursuant to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).
    (4) The examination and processing of statements respecting 
beneficial ownership transaction statements and tender offer statements 
filed pursuant to sections 13 (d), (e), and (g) and 14 (d), (e), (f), 
and (g) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(d),

[[Page 15]]

78m(e), 78m(g), and 78n(d)), and the administration of the other 
protective standards of these provisions.
    (5) The interpretation of the foregoing provisions of the Act, as 
well as Section 16 thereof (15 U.S.C. 78p), and proposing of rules under 
those portions of the Act to the Commission.
    (c) All matters, except those pertaining to investment companies 
registered under the Investment Company Act of 1940, arising under the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.).

[41 FR 29374, July 16, 1976, as amended at 50 FR 12239, Mar. 28, 1985; 
60 FR 14625, Mar. 20, 1995]



Sec. 200.19a  Director of the Division of Trading and Markets.

    The Director of the Division of Trading and Markets is responsible 
to the Commission for the administration and execution of the 
Commission's programs under the Securities Exchange Act of 1934 relating 
to the structure and operation of the securities markets and the 
prevention of manipulation in the securities markets. These 
responsibilities include oversight of the national market system, the 
national clearance and settlement system, and self-regulatory 
organizations, such as the national securities exchanges, registered 
securities associations, clearing agencies, the Municipal Securities 
Rulemaking Board, and the Securities Investor Protection Corporation. In 
addition, these responsibilities include administering the Commission's 
rules related to supervised investment bank holding companies and 
ultimate holding companies of brokers or dealers that compute deductions 
for market and credit risk pursuant to Sec. 240.15c3-1e of this chapter. 
This supervision includes the assessment of internal risk management 
controls and mathematical models used to calculate net capital and 
allowances for market, credit, and operational risks. Duties also 
include the registration and regulation of brokers, dealers, municipal 
securities dealers, government securities brokers and dealers, transfer 
agents, and securities information processors. The functions involved in 
the regulation of such entities include reviewing proposed rule changes 
of self-regulatory organizations, recommending the adoption and 
amendment of Commission rules, responding to interpretive, exemptive, 
and no-action requests, and conducting inspections, examinations, and 
market surveillance. In addition, the Director shall have the duties 
specified below:
    (a) Administration of all matters arising under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.), except:
    (1) The examination and processing of applications for registration 
of securities on national securities exchanges pursuant to section 12 of 
the Act (15 U.S.C. 78l).
    (2) The examination and processing of periodic reports filed 
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).
    (3) The examination and processing of proxy soliciting material 
pursuant to regulations adopted under section 14 of the Act (15 U.S.C. 
78n).
    (4) The examination and processing of ownership reports filed under 
section 16(a) of the Act (15 U.S.C. 78p(a)).
    (5) The denial or suspension of registration of securities 
registered on national securities exchanges, pursuant to section 
19(a)(2) (15 U.S.C. 78s(a)(2)) by reason of failure to comply with the 
reporting requirements of that Act.
    (6) The enforcement and related activities under the jurisdiction of 
the Division of Enforcement.

[37 FR 16792, Aug. 19, 1972, as amended at 43 FR 13376, Mar. 30, 1978; 
60 FR 14625, Mar. 20, 1995; 69 FR 34461, June 21, 2004; 73 FR 40152, 
July 11, 2008]



Sec. 200.19b  Director of the Division of Enforcement.

    The Director of the Division of Enforcement is responsible to the 
Commission for supervising and conducting all enforcement activities 
under the acts administered by the Commission. The Director recommends 
the institution of administrative and injunctive actions arising out of 
such enforcement activities and determines the sufficiency of evidence 
to support the allegations in any proposed complaint. The Director 
supervises the Regional Directors and, in collaboration with the General 
Counsel, reviews cases to be recommended to the Department of

[[Page 16]]

Justice for criminal prosecution. The Director grants or denies access 
to nonpublic information in the Commission's enforcement files under 
Sec. 240.24c-1 of this chapter; provided that access under that section 
shall be granted only with the concurrence of the head of the division 
or office responsible for the information or the files containing it.

[60 FR 14626, Mar. 20, 1995]



Sec. 200.19c  Director of the Office of Compliance Inspections and
Examinations.

    The Director of the Office of Compliance Inspections and 
Examinations (``OCIE'') is responsible for the compliance inspections 
and examinations relating to the regulation of exchanges, national 
securities associations, clearing agencies, securities information 
processors, the Municipal Securities Rulemaking Board, brokers and 
dealers, municipal securities dealers, municipal advisors, transfer 
agents, investment companies, and investment advisers, under Sections 
15B, 15C(d)(1) and 17(b) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o-4, 78o-5(d)(1) and 78q(b)), Section 31(b) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-30(b)), and Section 204 of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-4).

[78 FR 67632, Nov. 12, 2013]



Sec. 200.19d  Director of the Office of Municipal Securities.

    The Director of the Office of Municipal Securities is responsible to 
the Commission for the administration and execution of the Commission's 
programs under the Securities Exchange Act of 1934 relating to the 
registration and regulation of municipal advisors. The functions 
involved in the regulation of such entities include recommending the 
adoption and amendment of Commission rules, and responding to 
interpretive and no-action requests.

[78 FR 67632, Nov. 12, 2013]



Sec. 200.20b  Director of Division of Investment Management.

    The Director of the Division of Investment Management is responsible 
to the Commission for the administration of the Commission's 
responsibilities under the Investment Company Act of 1940 and the 
Investment Advisers Act of 1940, and with respect to matters pertaining 
to investment companies registered under the Investment Company Act of 
1940 and pooled investment funds or accounts, the administration of all 
matters relating to establishing and requiring adherence to standards of 
economic and financial reporting and the administration of fair 
disclosure and related matters under the Securities Act of 1933 and the 
Securities Exchange Act of 1934 and enforcement of the standards set 
forth in the Trust Indenture Act of 1939 regarding indentures covering 
debt securities, as listed in paragraphs (a) through (e) of this 
section. These duties shall include inspections arising in connection 
with such administration but shall exclude enforcement and related 
activities under the jurisdiction of the Division of Enforcement.
    (a) The administration of all matters arising under the Investment 
Company Act of 1940 (15 U.S.C. 80a), except those arising under section 
30(h) of the Act (15 U.S.C. 80a-29(h)).
    (b) All matters arising under the Securities Act of 1933 (15 U.S.C. 
77a et seq.) arising from or pertaining to material field pursuant to 
the requirements of that Act by investment companies registered under 
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) and pooled 
investment funds or accounts.
    (c) All matters arising under the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.), except the examination and processing of 
statements of beneficial ownership of securities and changes in such 
ownership filed under section 16(a) (15 U.S.C. 78p(a)) of such Act, 
pertaining to investment companies registered under the Investment 
Company Act of 1940 and pooled investment funds or accounts in 
connection with:
    (1) The registration of securities pursuant to section 12 of the Act 
(15 U.S.C. 78l), including the exemptive provisions of section 12(h) (15 
U.S.C. 78l(h)).
    (2) The examination and processing of periodic reports filed 
pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 78o(d)).

[[Page 17]]

    (3) The examination and processing of proxy soliciting material 
filed pursuant to section 14(a) and information material filed pursuant 
to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).
    (d) All matters pertaining to investment companies registered under 
the Investment Company Act of 1940 and pooled investment funds or 
accounts arising under the Trust Indenture Act of 1939 (15 U.S.C. 77aaa 
et seq.).
    (e) All matters arising under the Investment Advisers Act of 1940 
(15 U.S.C. 80b-1 et seq.).

[41 FR 29375, July 16, 1976, as amended at 50 FR 5064, Feb. 5, 1985; 60 
FR 14626, Mar. 20, 1995; 67 FR 43535, July 8, 2002; 76 FR 71874, Nov. 
21, 2011]



Sec. 200.21  The General Counsel.

    (a) The General Counsel is the chief legal officer of the 
Commission. He or she is responsible for the representation of the 
Commission in judicial proceedings in which it is involved as a party or 
as amicus curiae, for directing and supervising all civil litigation 
involving the Commission in the United States District Courts, except 
for law enforcement actions filed on behalf of the Commission, for 
directing and supervising the Commission's responsibilities under the 
Bankruptcy Code and all related litigation, and for representing the 
Commission in all cases in appellate courts. The General Counsel is 
responsible for the review of cases which the Division of Enforcement 
recommends be referred to the Department of Justice with a 
recommendation for criminal prosecution. In addition, he or she is 
responsible for advising the Commission at its request or at the request 
of any division director or office head, or on his or her own motion, 
with respect to interpretations involving questions of law; for the 
conduct of administrative proceedings relating to the disqualification 
of lawyers from practice before the Commission; for conducting 
preliminary investigations, as described in 17 CFR 202.5(a), into 
potential violations of 17 CFR 201.102(e) by attorneys; for the 
preparation of the Commission comments to the Congress on pending 
legislation; and for the drafting, in conjunction with appropriate 
divisions and offices, of legislative proposals to be sponsored by the 
Commission. The General Counsel is responsible for providing advice to 
Commission attorneys on professional responsibility issues relating to 
their official duties. The General Counsel is further responsible for 
investigating allegations of professional misconduct by Commission staff 
and, where appropriate, making referrals to state professional boards or 
societies. The General Counsel is also responsible for the review and 
clearance of the form and content of articles, treatises, and prepared 
speeches and addresses by members of the staff relating to the 
Commission or to the statutes and rules administered by the Commission. 
The General Counsel also is responsible for coordinating and reviewing 
the interpretive positions of the various divisions and offices. In 
addition, he or she is responsible for appropriate disposition of all 
Freedom of Information Act and Privacy Act appeals pursuant to the 
authority delegated in Sec. 200.30-14 of this chapter, and is the 
Commission's advisor with respect to legal problems arising under the 
Freedom of Information Act, the Privacy Act, the Federal Reports Act, 
the Federal Advisory Committee Act, the Civil Service laws and 
regulations, the statutes and rules applicable to the Commission's 
procurement, contracting, fiscal and related administrative activities, 
and other statutes and regulations of a similar nature applicable to a 
number of Government agencies.
    (b) The General Counsel is also responsible for assisting members of 
the Commission in the preparation of the opinions of the Commission, and 
to the Commission for the preparation of opinions and decisions on 
motions and certifications of questions and rulings by administrative 
law judges in the course of administrative law proceedings, except (1) 
in cases where, pursuant to a waiver by the parties of separation of 
function requirements, another Division or Office of the Commission's 
staff undertakes to prepare an opinion or decision, in which cases the 
General Counsel may assist in such preparation, and (2) with respect to 
administrative proceedings against lawyers under Rule 102(e) of the 
Commission's Rules of Practice (Sec. 201.102(e) of

[[Page 18]]

this chapter) or other cases in which the Chairman or the General 
Counsel has determined that separation of function requirements or other 
circumstances would make inappropriate the exercise of such functions by 
the General Counsel. In the cases described in clause (2), the Executive 
Assistant to the Chairman exercises such functions. The General Counsel 
deals with general problems arising under the Administrative Procedure 
Act, including the revision or adoption of rules of practice. The 
General Counsel is also responsible for the exercise of such review 
functions with respect to adjudicatory matters as are delegated to him 
or her by the Commission pursuant to 101 Stat. 1254 (15 U.S.C. 78d-1, 
78d-2) or as may be otherwise delegated or assigned to him or her.
    (c) The General Counsel also is responsible to the Commission for 
the administration of the Government in the Sunshine Act for publicly 
certifying, pursuant to Sec. 200.406, that, in his or her opinion, 
particular Commission meetings may properly be closed to the public. In 
the absence of the General Counsel, the Solicitor to the Commission 
shall be deemed the General Counsel for purposes of Sec. 200.406. In the 
absence of the General Counsel and the Solicitor, the most senior 
Associate General Counsel available shall be deemed the General Counsel 
for purposes of Sec. 200.406. In the absence of the General Counsel, the 
Solicitor, and every Associate General Counsel, the most senior 
Assistant General Counsel available shall be deemed the General Counsel 
for purposes of Sec. 200.406. In the absence of the General Counsel, the 
Solicitor, every Associate General Counsel and every Assistant General 
Counsel, such attorneys as the General Counsel may designate (in such 
order of succession as the General Counsel directs) shall exercise the 
responsibilities imposed by Sec. 200.406.

[43 FR 13376, Mar. 30, 1978, as amended at 47 FR 26821, June 22, 1982; 
47 FR 37077, Aug. 25, 1982; 49 FR 12685, Mar. 30, 1984; 49 FR 13866, 
Apr. 9, 1984; 50 FR 12240, Mar. 28, 1985; 54 FR 18100, Apr. 27, 1989; 54 
FR 24331, June 7, 1989; 60 FR 14626, Mar. 20, 1995; 69 FR 13174, Mar. 
19, 2004; 71 FR 27385, May 11, 2006; 76 FR 60371, 60372, Sept. 29, 2011; 
76 FR 71449, Nov. 18, 2011; 79 FR 1735, Jan. 10, 2014]



Sec. 200.21a  The Ethics Counsel.

    (a) The Ethics Counsel is responsible for administering the 
Commission's Ethics Program and for interpreting subpart M of this part 
and 5 CFR part 2635. He or she serves as Counselor to the Commission and 
its staff with regard to ethical and conflicts of interest questions and 
acts as the Commission's liaison on such matters with the Office of 
Human Resources, the Office of Government Ethics, the Office of the 
Inspector General and the Department of Justice. When appropriate and 
subject to the authority of, and in consultation with, the Inspector 
General, the Ethics Counsel shall inquire into alleged violations of 
subparts C, F, and M of this part, and 5 CFR part 2635.
    (b) The Ethics Counsel shall:
    (1) Receive and review allegations of misconduct by a Commission 
employee that relate to the Commission's Ethics Program.
    (2) Refer matters involving management questions to Division 
Directors, Office Heads, or Regional Directors, and matters involving 
alleged or apparent employee misconduct to the Office of the Inspector 
General, except for matters involving alleged professional misconduct 
ultimately referable to state professional boards or societies, which 
the Ethics Counsel shall refer to the General Counsel.
    (3) Refer complaints that appear to involve a violation of Federal 
criminal statutes, and do not appear to be frivolous, to the Inspector 
General for referral to the Department of Justice under 28 U.S.C. 535.
    (4) Act as liaison with the Office of the Inspector General on 
matters that the Ethics Counsel has referred to that Office, and with 
state or local authorities on matters that, on occasion, the Ethics 
Counsel may refer to them.
    (5) Arrange for the review of proposed publications and prepared 
speeches under Sec. 200.735-4(e).
    (6) Provide advice, counseling, interpretations, and opinions with 
respect to subparts C, F, and M of this part, and 5 CFR part 2635.

[[Page 19]]

    (7) Draft rules and regulations as necessary to implement the 
Commission's Ethics Program.

[60 FR 14626, Mar. 20, 1995, as amended at 73 FR 32224, June 5, 2008; 76 
FR 71449, Nov. 18, 2011; 79 FR 1735, Jan. 10, 2014]



Sec. 200.22  The Chief Accountant.

    The Chief Accountant of the Commission is the principal adviser to 
the Commission on, and is responsible to the Commission for, all 
accounting and auditing matters arising in the administration of the 
federal securities laws. The Chief Accountant oversees the accounting 
profession's standard-setting and self-regulatory organizations, 
develops or supervises the development of accounting and auditing rules, 
regulations, opinions and policy, and interprets Commission accounting 
policy and positions. The Chief Accountant is responsible for 
recommending the institution of administrative and disciplinary 
proceedings relating to the disqualification of accountants to practice 
before the Commission. The Chief Accountant supervises the procedures to 
be followed in the Commission's enforcement activities involving 
accounting and auditing issues and helps resolve differences on 
accounting issues between registrants and the Commission staff.

[60 FR 14626, Mar. 20, 1995]



Sec. 200.23a  Office of Economic Analysis.

    The Office of Economic Analysis is responsible for providing an 
objective economic perspective to understand and evaluate the economic 
dimension of the Commission's regulatory oversight. It performs economic 
analyses of proposed rule changes, current or proposed policies, and 
capital market developments and offers advice on the basis of these 
analyses. The Office also assists the Commission's enforcement effort by 
applying economic analysis and statistical tools to issues raised in 
enforcement cases. It reviews certifications and initial and final 
regulatory flexibility analyses prepared by the operating divisions 
under the Regulatory Flexibility Act.

[60 FR 14627, Mar. 20, 1995]



Sec. 200.23b  [Reserved]



Sec. 200.24  Office of Financial Management.

    This Office, under the direction of the Chief Financial Officer, is 
responsible to the Chief Operating Officer, Chairman and Commission for 
the internal financial management and programming functions of the 
Securities and Exchange Commission. These functions include: budgeting, 
accounting, payroll and adminstrative audit. The Chief Financial 
Officer, and his or her designees, serve as liaison to the Commission 
before the Office of Management and Budget and Congressional 
Appropriations Committees on appropriation matters, and the Treasury 
Department and the General Accounting Office on financial and progamming 
matters.

(11 U.S.C. 901, 1109(a))

[49 FR 12685, Mar. 30, 1984, as amended at 60 FR 14627, Mar. 20, 1995; 
76 FR 60372, Sept. 29, 2011]



Sec. 200.24a  Director of the Office of Consumer Affairs.

    The Director of the Office of Consumer Affairs is responsible to the 
Chairman for the Commission's investor education and consumer protection 
program. The program includes, but is not limited to:
    (a) Presenting seminars and instructional programs to educate 
investors about the securities markets and their rights as investors; 
preparing and distributing to the public materials describing the 
operations of the securities markets, prudent investor behavior, and the 
rights of investors in disputes they may have with individuals and 
entities regulated by the Commission; and increasing public knowledge of 
the functions of the Commission.
    (b) Implementing and administering a nationwide system for resolving 
investor complaints against individuals and entities regulated by the 
Commission by processing complaints received from individual investors 
and assuring that regulated individual and entities process and respond 
to such complaints.
    (c) Providing information to investors who inquire about individuals 
and entities regulated by the Commission,

[[Page 20]]

the operation of the securities markets, or the functions of the 
Commission.
    (d) Advising the Commission and its staff about problems frequently 
encountered by investors and possible solutions to them.
    (e) Transmitting to other offices and divisions of the Commission 
information provided by investors which concerns the responsibilities of 
these offices and divisions.
    (f) Providing for greater consumer input in Commission rulemaking 
proceedings.

[60 FR 14627, Mar. 20, 1995]



Secs. 200.25-200.26  [Reserved]



Sec. 200.26a  Office of Information Technology.

    The Office of Information Technology is responsible for the 
analysis, design programming, operation, and maintenance of all ADP 
systems; developing and implementing long-range ADP plans and programs; 
coordinating all ADP and systems analysis activities being considered or 
carried out by other divisions and offices, and furnishing such 
organizations with appropriate assistance and support; providing 
technical advice to the staff in connection with development of 
Commission rules and regulations having ADP implications; facilitating 
the Commission's surveillance of ADP in the securities industry; 
evaluating and recommending new information processing concepts and 
capabilities for application within the Commission; and, development of 
microcomputer and office automation capabilities and support within the 
Commission.

(15 U.S.C. 78d-1, 78d-2; 11 U.S.C. 901, 1109(a))

[43 FR 13377, Mar. 30, 1978, as amended at 49 FR 12685, Mar. 30, 1984; 
60 FR 14627, Mar. 20, 1995]



Sec. 200.27  The Regional Directors.

    Each Regional Director is responsible for executing the Commission's 
programs within his or her geographic region as set forth in 
Sec. 200.11(b), subject to review, on enforcement matters, by the Deputy 
Director of the Division of Enforcement who is responsible for Regional 
Office enforcement matters and, on examination matters, by the Director 
of the Office of Compliance Inspections and Examinations, and subject to 
policy direction and review by the other Division Directors, the General 
Counsel, and the Chief Accountant. The Regional Directors' 
responsibilities include particularly the investigation of transactions 
in securities on national securities exchanges, in the over-the-counter 
market, and in distribution to the public; the examination of members of 
national securities exchanges and registered brokers and dealers, 
transfer agents, investment advisers and investment companies, including 
the examination of reports filed under Sec. 240.17a-5 of this chapter; 
the prosecution of injunctive actions in U.S. District Courts and 
administrative proceedings before Administrative Law Judges; the 
rendering of assistance to U.S. Attorneys in criminal cases; and the 
making of the Commission's facilities more readily available to the 
public in that area. In addition, the Regional Director of the New York 
Regional Office is responsible for the Commission's participation in 
cases under chapters 9 and 11 of the Bankruptcy Code in Connecticut, 
Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, 
Rhode Island, and Vermont; the Regional Director of the Atlanta Regional 
Office is responsible for such participation in Alabama, Delaware, 
District of Columbia, Florida, Georgia, Louisiana, Maryland, 
Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, 
Virgin Islands, Virginia, and West Virginia; the Regional Director of 
the Chicago Regional Office is responsible for such participation in 
Arkansas, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, 
Minnesota, Missouri, Nebraska, New Mexico, North Dakota, Ohio, Oklahoma, 
South Dakota, Texas, Wisconsin, and Wyoming; and the Regional Director 
of the Los Angeles Regional Office is responsible for such participation 
in Alaska, Arizona, California, Guam, Hawaii, Idaho, Montana, Nevada, 
Oregon, Utah, and Washington.

[73 FR 32224, June 5, 2008]

[[Page 21]]



Sec. 200.28  Issuance of instructions.

    (a) Within the spheres of responsibilities heretofore set forth, 
Division and Office Heads, and all Regional Directors may issue such 
definitive instructions as may be necessary pursuant to this section.
    (b) All existing procedures and authorizations not inconsistent with 
this section shall continue in effect until and unless modified by 
definitive instructions issued pursuant to this paragraph.

[27 FR 12712, Dec. 22, 1962, as amended at 73 FR 32224, June 5, 2008]



Sec. 200.29  Rules.

    The individual operating divisions shall have the initial 
responsibility for proposing amendments to existing rules or new rules 
under the statutory provisions within the jurisdiction of the particular 
division. Where any such proposals presents a legal problem or is a 
matter of first impression, or involves a matter of enforcement policy 
or questions involving statutes other than those administered by the 
Commission, or may have an effect on prior judicial precedent or pending 
litigation, submission of the proposal should be made to the Office of 
the General Counsel for an expression of opinion prior to presentation 
of the matter to the Commission.



Sec. 200.30-1  Delegation of authority to Director of Division of
Corporation Finance.

    Pursuant to the provisions of Pub. L., No. 87-592, 76 Stat. 394 (15 
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Director of the Division of Corporation Finance, to be 
performed by him or under his direction by such person or persons as may 
be designated from time to time by the Chairman of the Commission:
    (a) With respect to registration of securities pursuant to the 
Securities Act of 1933 (15 U.S.C. 77a et seq.), and Regulation C 
thereunder (Sec. 230.400 et seq. of this chapter):
    (1) To determine the effective dates of amendments to registration 
statements filed pursuant to section 8(c) of the Act (15 U.S.C. 77h(c)).
    (2) To consent to the withdrawal of registration statements or 
amendments or exhibits thereto, pursuant to Rule 477 (Sec. 230.477 of 
this chapter), and to issue orders declaring registration statements 
abandoned, pursuant to Rule 479 (Sec. 230.479 of this chapter).
    (3) To grant applications for confidential treatment of contract 
provisions pursuant to Rule 406 (Sec. 230.406 of this chapter) under the 
Act; to issue orders scheduling hearings on such applications and to 
deny any such application as to which the applicant waives his right to 
a hearing, provided such applicant is advised of his right to have such 
denial reviewed by the Commission.
    (4) To accelerate the use or publication of any summary prospectus 
filed with the Commission pursuant to section 10(b) of the Act (15 
U.S.C. 77j(b)) and Rule 431(g) (Sec. 230.431(g) of this chapter) 
thereunder.
    (5) To take the following action pursuant to section 8(a) of the Act 
(15 U.S.C. 77h(a)):
    (i) To determine registration statements to be effective within 
shorter periods of time than 20 days after the filing thereof;
    (ii) To consent to the filing of amendments prior to the effective 
dates of registration statements as part thereof, or to determine that 
amendments filed prior to the effective dates of registration statements 
have been filed pursuant to orders of the Commission, so as to be 
treated as parts of the registration statements for the purpose of 
section 8(a) of the Act (15 U.S.C. 77h(a));
    (iii) To determine to be effective applications for qualification of 
trust indentures filed with registration statements.
    (6) Pursuant to instructions as to financial statements contained in 
forms adopted under the Act:
    (i) To permit the omission of one or more financial statements 
therein required or the filing in substitution therefor of appropriate 
statements of comparable character, or
    (ii) To require the filing of other financial statements in addition 
to, or in

[[Page 22]]

substitution for, the statements therein required.
    (7) Acting pursuant to section 4(a)(3) of the Act (15 U.S.C. 77d(3)) 
or Rule 174 thereunder (Sec. 230.174 of this chapter), to reduce the 40-
day period or the 90-day period with respect to transactions referred to 
in section 4(a)(3)(B) of the Act (15 U.S.C. 77d(a)(3)(B)).
    (8) To act on applications to dispense with any written consents of 
an expert pursuant to Rule 437 (Sec. 230.437 of this chapter).
    (9) To determine whether to object, pursuant to Rule 401(g)(1) 
(Sec. 230.401(g)(1) of this chapter), and to notify issuers, pursuant to 
Rule 401(g)(2) (Sec. 230.401(g)(2) of this chapter), of an objection to 
the use of an automatic shelf registration as defined in Rule 405 
(Sec. 230.405 of this chapter) or any post-effective amendment thereto 
that becomes effective immediately pursuant to Rule 462 (Sec. 230.462 of 
this chapter).
    (10) To authorize the granting or denial of applications, upon a 
showing of good cause, that it is not necessary under the circumstances 
that the issuer be considered an ineligible issuer as defined in Rule 
405.
    (b) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Regulation A thereunder (Sec. 230.251 et seq. of this 
chapter):
    (1) to authorize the granting of applications under Rule 262 
(Sec. 230.262 of this chapter) upon a showing of good cause that it is 
not necessary under the circumstances that an exemption under Regulation 
A be denied;
    (2) To determine the date and time of qualification for offering 
statements and amendments to offering statements pursuant to Rule 252(e) 
(Sec. 230.252(e) of this chapter);
    (3) To consent to the withdrawal of an offering statement or to 
declare an offering statement abandoned pursuant to Rule 259 
(Sec. 230.259 of this chapter); and
    (4) To deny a Form 1-Z filing pursuant to Rule 257 (Sec. 230.257 of 
this chapter).
    (c) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Regulation D thereunder (Secs. 230.500 through 230.508 of this 
chapter), to authorize the granting of applications under 
Secs. 230.504(b)(3), 230.506(d)(2)(ii), and 230.507(b) of this chapter 
upon the showing of good cause that it is not necessary under the 
circumstances that the exemption under Regulation D be denied.
    (d) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Secs. 227.100 through 227.503 of this chapter, to authorize 
the granting of applications under Sec. 227.503(b)(2) of this chapter 
upon the showing of good cause that it is not necessary under the 
circumstances that the exemption under Regulation Crowdfunding be 
denied.
    (e) With respect to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa 
et seq.):
    (1) To determine to be effective prior to the 20th day after filing 
thereof applications for qualification of indentures filed on Form T-3 
(Sec. 269.3 of this chapter) pursuant to section 307 of the Act (15 
U.S.C. 77ggg), and Rule 7a-1 thereunder (Sec. 260.7a-1 of this chapter);
    (2) To authorize the issuance of orders exempting certain securities 
from the Act under sections 304(c) and (d) thereof (15 U.S.C. 77ddd(c) 
and 77ddd(d)) and Secs. 260.4c-1 and 260.4d-7 of this chapter.
    (3) In cases in which opportunity for hearing is waived, to 
authorize the issuance of orders determining that a trusteeship under an 
indenture to be qualified and another indenture is not so likely to 
involve a material conflict of interest as to make it necessary to 
disqualify the trustee pursuant to section 310(b)(1)(ii) of the Act (15 
U.S.C. 77jjj(b)(1)(ii)) and Rule 10b-2 thereunder (Sec. 260.10b-2 of 
this chapter).
    (4) To authorize the issuance of orders exempting any person, 
registration statement, indenture, security or transaction, or any class 
or classes of persons, registration statements, indentures, securities, 
or transactions from the requirements of one or more provisions of the 
Act pursuant to section 304(d) of the Act (15 U.S.C. 77ddd(d)) and rule 
4d-7 thereunder (17 CFR 260.4d-7 of this chapter).
    (5) To determine to be effective prior to the 10th day after filing 
thereof an application for determining the eligibility under section 
310(a) of the Act of a person designated as trustee for delayed 
offerings of debt securities under the Securities Act pursuant to 
section 305(b)(2) of the Act and rule 5b-1 [17

[[Page 23]]

CFR 260.5b-1 of this chapter] thereunder.
    (6) To authorize the issuance of an order permitting a foreign 
person to act as sole trustee under qualified indentures under section 
310(a) of the Act (15 U.S.C. 77jjj(a)) and Sec. 260.10a-1 through 
Sec. 260.10a-5 of this chapter.
    (7) To issue notices with respect to applications for, and authorize 
the issuance of orders granting, a stay of a trustee's duty to resign 
pursuant to section 310(b) of the Act and Rule 10b-4 [17 CFR 260.10b-4 
of this chapter] thereunder.
    (f) With respect to the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.):
    (1) To determine to be effective applications for registration of 
securities on a national securities exchange prior to 30 days after 
receipt of a certification pursuant to section 12(d) of the Act (15 
U.S.C. 78l(d));
    (2) Pursuant to instructions as to financial statements contained in 
forms adopted under the Act:
    (i) To extend the time for filing or to permit the ommission of one 
or more financial statements therein required or the filing in 
substitution therefor of appropriate statements of comparable character.
    (ii) To require the filing of other financial statements in addition 
to, or in substitution for, the statements therein required;
    (3)(i) To grant and deny applications for confidential treatment 
filed pursuant to section 24(b) of the Act (15 U.S.C. 78x(b)) and Rule 
24b-2 thereunder (Sec. 240.24b-2 of this chapter);
    (ii) To revoke a grant of any such application for confidential 
treatment.
    (4) To authorize the use of forms of proxies, proxy statements, or 
other soliciting material within periods of time less than that 
prescribed in Secs. 240.14a-6, 240.14a-8(d), and 240.14a-11 of this 
chapter; to authorize the filing of information statements within 
periods of time less than that prescribed in Sec. 240.14c-5a of this 
chapter; and to authorize the filing of information under Sec. 240.14f-1 
of this chapter within periods of time less than that prescribed 
therein.
    (5) To grant or deny applications filed pursuant to section 12(g)(1) 
of the Act (15 U.S.C. 78l(g)(1)) for extensions of time within which to 
file registration statements pursuant to that section, provided the 
applicant is advised of his right to have any such denial reviewed by 
the Commission.
    (6) To accelerate at the request of the issuer the effective date of 
registration statements filed pursuant to section 12(g) of the Act (15 
U.S.C. 78l(g)).
    (7) To issue notices of applications for exemptions and to grant 
exemptions under section 12(h) of the Act (15 U.S.C. 78l(h)).
    (8) At the request of the issuer to accelerate the termination of 
registration of any class of equity securities as provided in section 
12(g)(4) of the Act (15 U.S.C. 78l(g)(4)) or as provided in 
Sec. 240.12g-4(a) of this chapter.
    (9) Upon receipt of a notification from the Secretary of the 
Treasury designating a security for exemption pursuant to section 
3(a)(12), to issue public releases announcing such designation.
    (10) To issue public releases listing those foreign issuers which 
appear to be current in submitting the information specified in Rule 
12g3-2(b) (Sec. 240.12g3-2(b)).
    (11) To grant exemptions from Rule 14d-10 (Sec. 240.14d-10 of this 
chapter) pursuant to Rule 14d-10(f) (Sec. 240.14d-10(f) of this 
chapter).
    (12) To grant an exemption from Sec. 240.14b-2(b) or Sec. 240.14b-
2(c), or both, of this chapter.
    (13) To determine with respect to a tender or exchange offer 
otherwise eligible to be made pursuant to rule 13e-4(g) (Sec. 240.13e-
4(g) of this chapter) or rule 14d-1(b) (Sec. 240.14d-1(b) of this 
chapter) whether, in light of any exemptive order granted by a Canadian 
federal, provincial or territorial regulatory authority, application of 
certain or all of the provisions of section 13(e)(1) and sections 
14(d)(1) through 14(d)(7) of the Exchange Act, rule 13e-4, Regulation 
14D (Secs. 240.14d-1--240.14d-103 of this chapter) and Schedules TO and 
14D-9 thereunder (Secs. 240.14d-100 and 240.14d-101 of this chapter), 
and rule 14e-1 of Regulation 14E (Secs. 240.14e-1--240.14f-1 of this 
chapter), to such offer is necessary or appropriate in the public 
interest.
    (14) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that

[[Page 24]]

access to nonpublic information as defined in such section shall be 
provided only with the concurrence of the head of the Commission 
division or office responsible for such information or the files 
containing such information.
    (15) To administer the provisions of Section 24(d) of the Act (15 
U.S.C. 78x(d)).
    (16) To grant requests for exemptions from:
    (i) Tender offer provisions of sections 13(e) and 14(d)(1) through 
14(d)(7) of the Act (15 U.S.C. 78m(e) and 78n(d)(1) through 78n(d)(7)), 
Rule 13e-3 (Sec. 240.13e-3 of this chapter) and Rule 13e-4 
(Sec. 240.13e-4 of this chapter), Regulation 14D (Secs. 240.14d-1 
through 240.14d-11 of this chapter) and Schedules 13E-3, TO, and 14D-9 
(Secs. 240.13e-100, 240.14d-100 and 240.14d-101 of this chapter) 
thereunder, pursuant to Sections 14(d)(5), 14(d)(8)(C) and 36(a) of the 
Act (15 U.S.C. 78n(d)(5), 78(d)(8)(C), and 78mm(a)); and
    (ii) The tender offer provisions of Rules 14e-1, 14e-2 and 14e-5 of 
Regulation 14E (Secs. 240.14e-1, 240.14e-2 and 240.14e-5 of this 
chapter) pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)).
    (17) At the request of a foreign private issuer, pursuant to Rule 
12h-6 (Sec. 240.12h-6 of this chapter), to accelerate the termination of 
the registration of a class of securities under section 12(g) of the Act 
(15 U.S.C. 78l(g)) or the duty to file reports under section 13(a) of 
the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act (15 U.S.C. 
78o(d)).
    (18) To review and, either unconditionally or upon specified terms 
and conditions, grant or deny exemptions from the requirements of Rules 
14a-3(b) and 14c-3(a) (Secs. 240.14a-3(b) and 240.14c-3(a) of this 
chapter) under the Act pursuant to Section 36 of the Act, in cases where 
upon examination, the matter does not appear to the Director to present 
significant issues that have not been addressed previously or to raise 
questions of fact or policy indicating that the public interest or the 
interest of investors warrants that the Commission consider the matter, 
where an applicant demonstrates that it:
    (i) Is required to hold a meeting of security holders as a result of 
an action taken by one or more of the applicant's security holders 
pursuant to state law;
    (ii) Is unable to comply with the requirements of Rule 14a-3(b) or 
Rule 14c-3(a) under the Act for audited financial statements to be 
included in the annual report to security holders to be furnished to 
security holders in connection with the security holder meeting required 
to be held as a result of the security holder demand under state law;
    (iii) Has made a good faith effort to furnish the audited financial 
statements before holding the security holder meeting;
    (iv) Has made a determination that it has disclosed to security 
holders all available material information necessary for the security 
holders to make an informed voting decision in accordance with 
Regulation 14A or Regulation 14C (Secs. 240.14a-1--240.14b-2 or 
Secs. 240.14c-1--240.14c-101 of this chapter); and
    (v) Absent a grant of exemptive relief, it would be forced to 
violate either state law or the rules and regulations administered by 
the Commission.
    (g) Notwithstanding anything in the foregoing:
    (1) Matters arising under the Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.), the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) and 
the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) pertaining to 
investment companies registered under the Investment Company Act of 1940 
are not within the scope of the functions delegated to the Director of 
the Division of Corporation Finance, except those arising under section 
30(f) of the Investment Company Act of 1940 (15 U.S.C. 80a-29(f));
    (2) In any case in which the Director of the Division of Corporation 
Finance believes it appropriate, he may submit the matter to the 
Commission.
    (h) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Rule 701 thereunder (Sec. 230.701 of this chapter), to 
authorize the granting of applications under Rule 703(b) 
(Sec. 230.703(b) of this chapter) upon a showing of good cause that it 
is not necessary under the circumstances that an exemption under Rule 
701 be denied.

[[Page 25]]

    (i) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Rule 144A thereunder (Sec. 230.144A of this chapter), taking 
into account then-existing market practices, to designate any securities 
or classes of securities to be securities that will not be deemed ``of 
the same class as securities listed on a national securities exchange or 
quoted in a U.S. automated inter-dealer quotation system'' within the 
meaning of Rule 144A(d)(3)(i) (Sec. 230.144A(d)(3)(i) of this chapter).
    (j) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.) and Regulation S thereunder (Sec. 230.901 et seq. of this 
chapter), and in consultation with the Director of the Division of 
Trading and Markets, to designate any foreign securities exchange or 
non-exchange market as a ``designated offshore securities market'' 
within the meaning of Rule 902(a) (Sec. 230.902(a) of this chapter).
    (k) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter), to grant or deny a request 
submitted pursuant to Rule 13(b) of Regulation S-T (Sec. 232.13(b) of 
this chapter) to adjust the filing date of an electronic filing.
    (l) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter), to set the terms of, and grant 
or deny as appropriate, continuing hardship exemptions, pursuant to Rule 
202 of Regulation S-T, (Sec. 232.202 of this chapter), from the 
electronic submission requirements of Regulation S-T (part 232 of this 
chapter).

[41 FR 29375, July 16, 1976]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-1, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.30-3  Delegation of authority to Director of Division of
Trading and Markets.

    Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394, 15 
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Director of the Division of Trading and Markets to be 
performed by him or under his direction by such person or persons as may 
be designated from time to time by the Chairman of the Commission:
    (a) With respect to the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.):
    (1) To approve the withdrawal or striking from listing and 
registration of securities registered on any national securities 
exchange pursuant to section 12(d) of the Act (15 U.S.C. 78l(d)) and 
Rules 12d2-1 and 12d2-2 thereunder (Secs. 240.12d2-1 and 240.12d2-2 of 
this chapter);
    (2) To extend unlisted trading privileges and to deny applications 
for unlisted trading privileges by national securities exchanges 
pursuant to section 12(f)(2) of the Act, 15 U.S.C. 78l(f)(2), and Rule 
12f-1 thereunder, 17 CFR 240.12f-1, provided that any applicant exchange 
denied unlisted trading privileges is advised of its right to have such 
denial reviewed by the Commission.
    (3) Pursuant to section 15(b) of the Act (15 U.S.C. 78o(b)):
    (i) To authorize the issuance of orders granting registration of 
brokers or dealers within forty-five days of the filing of an 
application for registration as a broker or dealer (or within such 
longer period as to which the applicant consents);
    (ii) To authorize the issuance of orders canceling registrations of 
brokers or dealers, or pending applications for registration, if such 
brokers or dealers or applicants for registration are no longer in 
existence or have ceased to do business as brokers or dealers;
    (4) Pursuant to Rule 19h-1 (Sec. 240.19h-1 of this chapter):
    (i) To grant applications with respect to membership in, association 
with a member of, or participation in, a self-regulatory organization 
and for other relief as to persons who are subject to an applicable 
disqualification where such relationships or other relief have been 
approved or recommended by a self-regulatory organization;

[[Page 26]]

    (ii) To extend the time for Commission consideration of notices for 
admission to membership or participation in a self-regulatory 
organization or association with a member of persons subject to a 
statutory disqualification pursuant to paragraph (a)(7) of that rule.
    (5) Pursuant to Rule 17a-5(1)(3) (Sec. 240.17a-5(1)(3) of this 
chapter), to consider applications, by brokers and dealers for 
exemptions from, and extension of time within which to file, reports 
required by Rule 17a-5 (Sec. 240.17a-5 of this chapter), and to grant, 
and to authorize the issuance of orders denying, such applications 
provided such applicant is advised of his right to have such denial 
reviewed by the Commission.
    (6) Pursuant to Rules 14e-4(c), 14e-5(d), and 15c2-11(h) 
(Secs. 240.14e-4(c), 240.14e-5(d), and 240.15c2-11(h) of this chapter), 
and Rules 101(d), 102(e), 104(j), and 105(c) of Regulation M 
(Secs. 242.101(d), 242.102(e), 242.104(j), and 242.105(c) of this 
chapter), to grant requests for exemptions from Rules 14e-4, 14e-5, and 
15c2-11 (Secs. 240.14e-4, 240.14e-5, and 240.15c2-11 of this chapter), 
and Rules 101, 102, 104, and 105 of Regulation M (Secs. 242.101, 
242.102, 242.104, and 242.105 of this chapter).
    (7) Pursuant to Rule 15c3-1 (Sec. 240.15c3-1 of this chapter):
    (i) To approve lesser equity requirements in specialist or market 
maker accounts pursuant to Rule 15c3-1(a)(6)(iii)(E) (Sec. 240.15c3-
1(a)(6)(iii)(E) of this chapter);
    (ii) To grant exemptions from Rule 15c3-1 (Sec. 240.15c3-1 of this 
chapter) pursuant to Rule 15c3-1(b)(3) (Sec. 240.15c3-1(b)(3) of this 
chapter);
    (iii) To grant temporary exemptions upon specified terms and 
conditions from the debt equity requirements of Rule 15c3-
1(d)(Sec. 240.15c3-1(d) of this chapter);
    (iv) To approve a change in election of the alternative capital 
requirement pursuant to Rule 15c3-1(f)(1) (i) and (ii) (Sec. 240.15c3-
1(f)(1) (i) and (ii) of this chapter); and
    (v) To review applications of OTC derivatives dealers filed pursuant 
to Appendix F of Sec. 240.15c3-1f of this chapter, and to grant or deny 
such applications in full or in part; and
    (vi)(A) To review amendments to applications of brokers or dealers 
filed pursuant to Sec. 240.15c3-1e and Sec. 240.15c3-1g of this chapter 
and to approve such amendments, unconditionally or subject to specified 
terms and conditions;
    (B) To grant extensions and exemptions from the notification 
requirements of Sec. 240.15c3-1g(e) of this chapter, unconditionally or 
subject to specified terms and conditions;
    (C) To impose additional conditions, pursuant to Sec. 240.15c3-1e(e) 
of this chapter, on a broker or dealer that computes certain of its net 
capital deductions pursuant to Sec. 240.15c3-1e of this chapter or on an 
ultimate holding company of the broker or dealer that is not an ultimate 
holding company that has a principal regulator, as defined in 
Sec. 240.15c3-1(c)(13)(ii) of this chapter;
    (D) To require that a broker or dealer or the ultimate holding 
company of the broker or dealer provide information to the Commission 
pursuant to Sec. 240.15c3-1e(a)(1)(viii)(G), Sec. 240.15c3-
1e(a)(1)(ix)(C), Sec. 240.15c3-1e(a)(4), Sec. 240.15c3-1g(b)(1)(i)(H), 
and Sec. 240.15c3-1g(2)(i)(C) of this chapter; and
    (E) To determine, pursuant to Sec. 240.15c3-1e(a)(10)(ii), that the 
notice that a broker or dealer must provide to the Commission pursuant 
to Sec. 240.15c3-1e(a)(10)(i) of this chapter will become effective for 
a shorter or longer period of time.
    (8) Pursuant to Rule 17a-10(d) (Sec. 240.17a-10(d) of this chapter), 
to consider applications by broker-dealers for extensions of time in 
which to file reports required by Rule 17a-10(Sec. 240.17a-10 of this 
chapter), and to grant, and to authorize the issuance of orders denying, 
such applications provided such applicant is advised of his right to 
have such denial reviewed by the Commission. Any extension granted shall 
not be for more than 150 days after the close of the calendar year for 
which the report on Form X-17A-10 (Sec. 249.618 of this chapter) is 
made.
    (9) Pursuant to Rule 10b-17(b)(2) (Sec. 240.10b-17(b)(2) of this 
chapter), to review applications of various issuers for exemption from 
the notice requirements of Rule 10b-17 (Sec. 240.10b-17 of this chapter) 
and to grant or deny such applications, with authority to issue orders 
granting and denying same, provided each applicant is advised of his

[[Page 27]]

right to have a denial reviewed by the Commission.
    (10)(i) Pursuant to Rule 15c3-3 (Sec. 240.15c3-3 of this chapter) to 
find and designate as control locations for purposes of Rule 15c3-
3(c)(7) (Sec. 240.15c3-3(c)(7) of this chapter) certain broker-dealer 
accounts which are adequate for the protection of customer securities.
    (ii) Pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)) to 
review and, either unconditionally or on specified terms and conditions, 
grant or deny exemptions from the collateral requirements of paragraph 
(b)(3) of Rule 15c3-3 of the Act (Sec. 240.15c3-3 of this chapter) for a 
type of collateral after concluding that the characteristics of such 
collateral are substantially comparable to the characteristics of a type 
of collateral previously exempted by the Commission.
    (iii) Pursuant to section 36(a) of the Act (15 U.S.C. 78mm(a)), to 
review and grant written applications for an exemption, unconditionally 
or subject to specified terms and conditions, for a broker or dealer to 
utilize a clearing agency registered with the Commission under section 
17A of the Act (15 U.S.C. 78q-1) or a derivatives clearing organization 
registered with the Commodity Futures Trading Commission under section 
5b of the Commodity Exchange Act (7 U.S.C. 7a-1) that does not meet the 
requirements of 17 CFR 240.15c3-3a, Note G.(b)(1)(i) through (iii).
    (11) Upon written application or upon its own motion, either 
unconditionally or on specified terms and conditions, to grant or deny 
by order an exemption from the requirements of Regulation SHO 
(Sec. 242.200 of this chapter) under the Act pursuant to Section 36 of 
the Act (15 U.S.C. 78mm).
    (12) Pursuant to section 19(b) of the Act, 15 U.S.C. 78s(b), and 
Rule 19b-4 (Sec. 240.19b-4) of this chapter, to publish notices of 
proposed rule changes filed by self-regulatory organizations and to 
approve such proposed rule changes, and to find good cause to approve a 
proposed rule change earlier than 30 days after the date of publication 
of such proposed rule change and to publish the reasons for such 
finding. Pursuant to section 19(b) of the Act, 15 U.S.C. 78s(b), and 
Rule 19b-4 (Sec. 240.19b-4) of this chapter, to disapprove a proposed 
rule change, provided that, with respect to a particular proposed rule 
change, if two (2) or more Commissioners object in writing to the 
Director within five (5) business days of being notified by the Director 
that the Division intends to exercise its authority to disapprove that 
particular proposed rule change, then the delegation of authority to 
approve or disapprove that proposal is withdrawn, and the Director shall 
either present a recommendation to the Commission or institute pursuant 
to delegated authority proceedings to determine whether the proposed 
rule change should be disapproved. In addition, pursuant to section 
19(b)(10) of the Act, 15 U.S.C. 78s(b)(10), to notify a self-regulatory 
organization that a proposed rule change does not comply with the rules 
of the Commission relating to the required form of a proposed rule 
change, and to determine that a proposed rule change is unusually 
lengthy and complex or raises novel regulatory issues and to inform the 
self-regulatory organization of such determination.
    (13) Pursuant to section 15B(a) of the Act [15 U.S.C. 78o-4(a)], to 
authorize the issuance of orders granting registration of municipal 
securities dealers within forty-five days of the filing of an 
application for registration as a municipal securities dealer (or within 
such longer period as to which the applicant consents).
    (14) Pursuant to section 17A(c)(2) of the Act (15 U.S.C. 78q-
1(c)(2)), to authorize the issuance of orders accelerating registration 
of transfer agents for which the Commission is the appropriate 
regulatory agency before the expiration of thirty days following the 
dates on which applications for registration as a transfer agent are 
filed.
    (15) Pursuant to Rule 10a-1(f) [Sec. 240.10a-1(f)] to grant requests 
for exemptions from Rule 10a-1;
    (16) Pursuant to sections 17A(b)(1), 17A(b)(2) and 19(a) of the Act 
(15 U.S.C. 78q-1(b)(1), 78q-1(b)(2) and 78s(a)), to publish notice of 
the filing of applications for registration and for exemption from 
registration as a clearing agency.
    (17) Pursuant to Rule 17f-2 (Sec. 240.17f-2 of this chapter).

[[Page 28]]

    (i) To disapprove a ``Notice Pursuant to Rule 17f-2'' pursuant to 
Rule 17f-2(e) (Sec. 240.17f-2(e) of this chapter).
    (ii) To grant exemptions upon specified terms, conditions, and 
periods, for classes of persons subject to Rule 17f-2 pursuant to Rule 
17f-2(a)(2) (Sec. 240.17f-2(a)(2) of this chapter).
    (iii) To approve amendments to plan of a registered national 
securities exchange or a national securities association submitted 
pursuant to Rule 17f-2(c) (Sec. 240.17f-2(c) of this chapter).
    (18) Pursuant to Rule 17d-1 (Sec. 240.17d-1 of this chapter) to 
designate one self-regulatory organization responsible for the 
examination of brokers and dealers which are members of more than one 
such organization to insure compliance with applicable financial 
responsibility rules.
    (19)(i) To grant and deny applications for confidential treatment 
filed pursuant to section 24(b) of the Act (15 U.S.C. 78x(b)) and Rule 
24b-2 thereunder (240.24b-2 of this chapter);
    (ii) To revoke a grant of confidential treatment for any such 
application.
    (20) Pursuant to sections 8(c) and 15(c)(2) of the Act (15 U.S.C. 
78h(c) and 78o(2)) and paragraphs (g) of Rules 8c-1 and 15c2-1 
thereunder, to make findings that the agreements, safeguards, and 
provisions of registered clearing agencies are adequate for the 
protection of investors.
    (21) Under section 17A(c)(4)(B) of the Act (15 U.S.C. 78q-
1(c)(4)(B)), to set terms and conditions upon which transfer agents 
registered with the Commission may withdraw from registration as a 
transfer agent by filing a written notice of withdrawal.
    (22) Under section 17A(c)(4)(B) of the Act (15 U.S.C. 78q-
1(c)(4)(B)), to authorize the issuance of orders canceling registrations 
of transfer agents registered with the Commission or denying 
applications for registration as a transfer agent with the Commission, 
if such transfer agents are no longer in existence or are not engaged in 
business as transfer agents.
    (23) Pursuant to section 17(b) of the Act (15 U.S.C. 78q(b)), prior 
to any examination of a registered clearing agency, registered transfer 
agent, or registered municipal securities dealer whose appropriate 
regulatory agency is not the Commission, to notify and consult with the 
appropriate regulatory agency for such clearing agency, transfer agent, 
or municipal securities dealer.
    (24) Pursuant to section 17(c)(3) of the Act, 15 U.S.C. 78q(c)(3), 
in regard to clearing agencies, transfer agents and municipal securities 
dealers for which the Commission is not the appropriate regulatory 
agency, (i) to notify the appropriate regulatory agency of any 
examination conducted by the Commission of any such clearing agency, 
transfer agent, or municipal securities dealer; (ii) to request from the 
appropriate regulatory agency a copy of the report of any examination of 
any such clearing agency, transfer agent, or municipal securities dealer 
conducted by such appropriate regulatory agency and any data supplied to 
it in connection with such examination; and (iii) to furnish to the 
appropriate regulatory agency on request a copy of the report of any 
examination of any such clearing agency, transfer agent, or municipal 
securities dealer conducted by the Commission and any data supplied to 
it in connection with such examination.
    (25) Pursuant to Rule 17f-1 (Sec. 240.17f-1 of this chapter), to 
designate persons not subject to Sec. 240.17f-1 as reporting 
institutions upon specified terms, conditions, and time periods.
    (26) [Reserved]
    (27) To approve amendments to the joint industry plan governing 
consolidated transaction reporting declared effective by the Commission 
pursuant to Rule 601 (17 CFR 242.601) or its predecessors, Rule 11Aa3-1 
and Rule 17a-15, and to grant exemptions from Rule 601 pursuant to Rule 
601(f) (17 CFR 242.601(f)) to exchanges trading listed securities that 
are designated as national market system securities until such times as 
a Joint Reporting Plan for such securities is filed and approved by the 
Commission.
    (28) To grant exemptions from Rule 602 (17 CFR 242.602), pursuant to 
Rule 602(d) (17 CFR 242.602(d)).
    (29) To issue supplemental orders modifying the terms upon which 
self-

[[Page 29]]

regulatory organizations are authorized to act jointly in planning, 
developing, operating or regulating facilities of a national market 
system in accordance with the terms of amendments to plans which plans 
have been previously approved by the Commission under section 
11A(a)(3)(B) of the Securities Exchange Act of 1934.
    (30) Pursuant to section 17(a) of the Act, 15 U.S.C. 78q, to approve 
amendments to the plans which are consistent with the reporting 
structure of Rules 17a-5(a)(4) and 17a-10(b) filed by self-regulatory 
organizations pursuant to Rules 17a-5(a)(4) and 17a-10(b).
    (31) Pursuant to section 19(b)(2)(A) of the Act, 15 U.S.C. 
78s(b)(2)(A), to extend for a period not exceeding 90 days from the date 
of publication of notice of the filing of a proposed rule change 
pursuant to section 19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), the period 
during which the Commission must by order approve or disapprove the 
proposed rule change or institute proceedings to determine whether the 
proposed rule change should be disapproved and to determine whether such 
longer period is appropriate and publish the reasons for such 
determination.
    (32) Under Sec. 240.10b-10(f) of this chapter, to grant exemptions 
from Sec. 240.10b-10 of this chapter.
    (33) Pursuant to Rule 17a-6 (Sec. 240.17a-6 of this chapter) to 
approve record destruction plans and amendments thereto filed by a 
national securities exchange or a national securities association.
    (34) Pursuant to Rule 17d-2 (Sec. 240.17d-2 of this chapter) to 
publish notice of plans and plan amendments filed pursuant to Rule 17d-2 
and to approve such plans and plan amendments.
    (35) [Reserved]
    (36) To grant exemptions from Rule 603 (17 CFR 242.603), pursuant to 
Rule 603(d) (17 CFR 242.603(d)).
    (37) Pursuant to Rule 600 (17 CFR 242.600), to publish notice of the 
filing of a designation plan with respect to national market system 
securities, or any proposed amendment thereto, and to approve such plan 
or amendment.
    (38) To disclose:
    (i) To the Comptroller of the Currency, the Board of Governors of 
the Federal Reserve System, the Federal Deposit Insurance Corporation, 
and the state banking authorities, information and documents deemed 
confidential regarding registered clearing agencies and registered 
transfer agents; and
    (ii) To the Department of Treasury, information and documents deemed 
confidential regarding possible laundering of money through or by 
brokers or dealers, including compliance by brokers or dealers with the 
Currency and Foreign Transactions Reporting Act of 1970, as amended.
    (39) Under Sec. 240.9b-1 of this chapter:
    (i) To enable distribution of an options disclosure document or 
amendment to an options disclosure document to the public prior to the 
time required in the Rule or to lengthen the period before distribution 
can be made;
    (ii) To require refiling of an amendment to an options disclosure 
document pursuant to the procedure set forth in Sec. 240.9b-1(b)(2)(i) 
of this chapter.
    (40) Pursuant to section 15B(b)(2)(B) of the Act, 15 U.S.C., 78o-
4(b), to review and, where appropriate, approve the selection by the 
Municipal Securities Rulemaking Board (``Board'') of public 
representatives to serve on the Board.
    (41) Pursuant to Rule 6a-2(c) (Sec. 240.6a-2 of this chapter) to 
exempt registered national securities exchanges from the filing 
requirements imposed by Rule 6a-2 with respect to certain affiliates and 
subsidiaries of the exchange.
    (42) Under 17 CFR 242.608(e), to grant or deny exemptions from 17 
CFR 242.608, and pursuant to 17 CFR 242.608(b) to extend for a period 
not exceeding 180 days from the date of publication of notice of filing 
of a national market system plan or an amendment to an effective 
national market system plan the time for Commission consideration of the 
national market system plan or the amendment to an effective national 
market system plan and to determine whether such longer period is 
appropriate and publish the reasons for such determination.
    (43) To grant or deny exemptions from Rule 17Ad-14 (Sec. 240.17Ad-14 
of this chapter), pursuant to Rule 17Ad-14(d) (Sec. 240.17Ad-14(d) of 
this chapter). (Pub. L. 87-592, 76 Stat. 394, 15 U.S.C 78d-1, 78d-2).

[[Page 30]]

    (44) To review, publish notice of, and where appropriate, approve 
plans, and amendments to plans, submitted by self-regulatory 
organizations pursuant to Rule 19d-1(c) under the Act (Sec. 240.19d-
1(c)).
    (45) To grant exemptions from Rule 3b-9 under the Act. (Sec. 240.3b-
9(c) of this chapter).
    (46) Pursuant to section 15(b)(9) of the Act, 15 U.S.C. 78o(b)(9) to 
review and, where appropriate, grant exemptions from the requirement of 
section 15(b)(8) of the Act, 15 U.S.C. 78o(b)(8).
    (47) Pursuant to section 15(a)(2) of the Act, 15 U.S.C. 78o(a)(2), 
to review and, either unconditionally or on specified terms and 
conditions, grant exemptions from the broker-dealer registration 
requirements of section 15(a)(1) of the Act, 15 U.S.C. 78o(a)(1), to 
government securities brokers or government securities dealers that have 
registered with the Commission under section 15(a)(2) of the Act, 15 
U.S.C. 78o^5(a)(2), solely with respect to effecting any transactions 
in, or inducing or attempting to induce the purchase or sale of, any 
security principally backed by a guaranty of the United States.
    (48) Pursuant to paragraph (d) of Rule 15c2-12 (17 CFR 15c2-12), to 
grant or deny exemptions, either unconditionally or on specified terms 
and conditions, from Rule 15c2-12.
    (49) Pursuant to section 11A(b) of the Act (15 U.S.C. 78k-1(b)) and 
Rule 609 thereunder (17 CFR 242.609), to publish notice of and, by 
order, grant under section 11A(b) of the Act and Rule 609 thereunder: 
Applications for registration as a securities information processor; and 
exemptions from that section and any rules or regulations promulgated 
thereunder, either conditionally or unconditionally.
    (50) Pursuant to sections 17A(b) and 19(a) of the Act (15 U.S.C. 
78q-1(b) and 78s(a)):
    (i) To authorize the issuance of orders granting an extension to a 
temporary clearing agency registration, for up to two years or such 
longer period as the clearing agency consents.
    (ii) To authorize the issuance of orders granting the withdrawal of 
an application to become a registered clearing agency, at any time prior 
to final determination of such application by the Commission, upon 
submission of a request for such withdrawal by applicant.
    (51) Pursuant to paragraph (a)(4) of Sec. 240.9b-1 of this chapter, 
to authorize the issuance of orders designating securities as 
``standardized options.''
    (52) Pursuant to Rules 17h-1T and 17h-2T of the Act (Secs. 240.17h-
1T and 240.17h-2T of this chapter):
    (i) To designate certain broker-dealers as Reporting Brokers or 
Dealers; or and
    (ii) To grant or deny an exemption, conditionally or 
unconditionally, to a broker or dealer pursuant to section 17(h) of the 
Act.
    (53) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (54) To administer the provisions of Section 24(d) of the Act (15 
U.S.C. 78x(d)).
    (55) Pursuant to Sec. 240.15c6-1 of this chapter, taking into 
account then existing market practices, to exempt contracts for the 
purchase or sale of any securities from the requirements of 
Sec. 240.15c6-1(a) of this chapter.
    (56) Pursuant to Sec. 270.17Ad-16 of this chapter, to designate by 
order the appropriate qualified registered securities depository.
    (57) Pursuant to section 19(b)(2) of the Act, 15 U.S.C. 78s(b)(2), 
and section 19(b)(3) of the Act, 15 U.S.C. 78s(b)(3), to institute 
proceedings to determine whether a proposed rule change of a self-
regulatory organization should be disapproved and to provide to the 
self-regulatory organization notice of the grounds for disapproval under 
consideration. If the Commission has not taken action on a proposed rule 
change for which delegated authority has been withdrawn under paragraph 
(a)(12) of this section prior to the expiration of the applicable time 
period specified in section 19(b)(2) of the Act, 15 U.S.C. 78s(b)(2), 
then the Director shall institute pursuant to delegated authority 
proceedings to determine whether the

[[Page 31]]

proposed rule change should be disapproved. In addition, pursuant to 
section 19(b)(2)(B) of the Act, 15 U.S.C. 78s(b)(2)(B), to extend for a 
period not exceeding 240 days from the date of publication of notice of 
the filing of a proposed rule change pursuant to Section 19(b)(1) of the 
Act, 15 U.S.C. 78s(b)(1), the period during which the Commission must 
issue an order approving or disapproving the proposed rule change and to 
determine whether such longer period is appropriate and publish the 
reasons for such determination.
    (58) Pursuant to section 19(b)(3)(C) of the Act, 15 U.S.C. 
78s(b)(3)(C), to temporarily suspend a change in the rules of a self-
regulatory organization.
    (59) Pursuant to paragraph (f)(6)(iii) of Rule 19b-4 (Sec. 240.19b-4 
of this chapter), to reduce the period before which a proposed rule 
change can become operative, and to reduce the period between an SRO 
submission of a filing and a pre-filing notification.
    (60) To grant exemptions from Rule 17a-23 (Sec. 240.17a-23 of this 
chapter), pursuant to Rule 17a-23(i) (Sec. 240.17a-23(i) of this 
chapter).
    (61) To grant exemptions from Rule 604 (17 CFR 242.604), pursuant to 
Rule 604(c) (17 CFR 242.604(c)).
    (62) Pursuant to section 36 of the Act (15 U.S.C. 78mm) to review 
and, either unconditionally or on specified terms and conditions, grant 
or deny exemptions from section 11(d)(1) of the Act (15 U.S.C. 
78k(d)(1)).
    (63) Pursuant to Sec. 240.15a-1(b)(1) of this chapter, to issue 
orders identifying other permissible securities activities in which an 
OTC derivatives dealer may engage.
    (64) Pursuant to Sec. 240.15a-1(b)(2) of this chapter, to issue 
orders determining that a class of fungible instruments that are 
standardized as to their material economic terms is within the scope of 
eligible OTC derivative instrument.
    (65) Pursuant to Sec. 240.17a-12 of this chapter:
    (i) To authorize the issuance of orders requiring OTC derivatives 
dealers to file, pursuant to Sec. 240.17a-12(a)(ii) of this chapter, 
monthly, or at such times as shall be specified, Part IIB of Form X-17A-
5 (Sec. 249.617 of this chapter) and such other financial and 
operational information as shall be specified.
    (ii) Pursuant to Sec. 240.17a-12(n) of this chapter, to consider 
applications by OTC derivatives dealers for exemptions from, and 
extensions of time within which to file, reports required by 
Sec. 240.17a-12 of this chapter, and to grant or deny such applications.
    (66) To issue orders under Rules 15b3-1(c)(4), 15b6-1(e), 15Ba2-
2(e)(4), 15Bc3-1(e), 15Ca2-1(c)(4), and 15Cc1-1(d) (17 CFR 240.15b3-
1(c)(4), 240.15b6-1(e), 240.15Ba2-2(e)(4), 240.15Bc3-1(e), 240.15Ca2-
1(c)(4), and 240.15Cc1-1(d)).
    (67) Pursuant to Section 36(a) of the Act, 15 U.S.C. 78mm(a), to 
grant requests for exemptions from the tender offer provisions of Rule 
14e-1 of Regulation 14E (Sec. 240.14e-1 of this chapter).
    (68) Pursuant to Rule 605(b) (17 CFR 242.605(b)), to grant or deny 
exemptions, conditionally or unconditionally, from any provision or 
provisions of Rule 605 (17 CFR 242.605).
    (69) Pursuant to Rule 606(c) (17 CFR 242.606(c)), to grant or deny 
exemptions, conditionally or unconditionally, from any provision or 
provisions of Rule 606 (17 CFR 242.606).
    (70) Pursuant to Sections 15(a)(2) and 36 of the Act (15 U.S.C. 
78o(a)(2) and 78mm), to review and, either unconditionally or on 
specified terms and conditions, to grant or deny exemptions to any bank, 
savings association, or savings bank from the broker-dealer registration 
requirements of Section 15(a)(1) of the Act (15 U.S.C. 78o(a)(1)) or any 
applicable provision of this Act (15 U.S.C. 78c et seq.) and the rules 
and regulations thereunder based solely on such bank's, savings 
association's, or savings bank's status as a broker or dealer.
    (71) Pursuant to section 6(a) of the Act, 15 U.S.C. 78f(a), and Rule 
6a-1 thereunder, 17 CFR 240.6a-1:
    (i) To publish a notice of filing of an application for registration 
as a national securities exchange, or for exemption from registration 
based on limited volume;
    (ii) To publish amendments to an application for registration as a 
national securities exchange, or for exemption from registration based 
on limited volume; and

[[Page 32]]

    (iii) To extend deadlines for submission of comments to an 
application for registration as a national securities exchange, or for 
exemption from registration based on limited volume; and amendments to 
an application for registration as a national securities exchange, or 
for exemption from registration based on limited volume.
    (72) Pursuant to section 36 of the Act (15 U.S.C. 78mm) to review 
and, either unconditionally or on specified terms and conditions, grant, 
or deny exemptions from rule 17a-25 of the Act (Sec. 240.17a-25 of this 
chapter).
    (73) Pursuant to Section 19(b)(7)(A) of the Act, 15 U.S.C. 
78s(b)(7)(A), to publish notices of proposed rule changes filed by self-
regulatory organizations relating to security futures products.
    (74) Pursuant to Section 19(b)(7)(C) of the Act, 15 U.S.C. 
78s(b)(7)(C), to abrogate a change in the rules of a self-regulatory 
organization relating to security futures products and require that it 
be refiled in accordance with Section 19(b)(1) of the Act, 15 U.S.C. 
78s(b)(1).
    (75) Pursuant to Section 6(g)(3) of the Act, 15 U.S.C. 78f(g)(3), to 
publish acknowledgement of receipt of a notice of registration as a 
national securities exchange for the sole purpose of trading security 
futures products under Section 6(g) of the Act and Rule 6a-4 of the Act 
(17 CFR 240.6a-4).
    (76) Pursuant to section 36 of the Act (15 U.S.C. 78mm) to review 
and grant or deny exemptions from the rule filing requirements of 
section 19(b) (15 U.S.C. 78s(b)) of the Act, in a case where a self-
regulatory organization elects to incorporate by reference one or more 
rules of another self-regulatory organization, provided that the 
following specified terms and conditions are met:
    (i) A self-regulatory organization electing to incorporate rules of 
another self-regulatory organization has requested to incorporate rules 
other than trading rules (e.g., the self-regulatory organization has 
requested to incorporate rules such as margin, suitability, 
arbitration);
    (ii) A self-regulatory organization electing to incorporate rules of 
another self-regulatory organization has requested to incorporate by 
reference categories of rules (rather than to incorporate individual 
rules within a category); and
    (iii) The incorporating self-regulatory organization has reasonable 
procedures in place to provide written notice to its members each time a 
change is proposed to the incorporated rules of another self-regulatory 
organization.
    (77)-(79) [Reserved]
    (80) To calculate the amount of fees and assessments due from 
covered SROs based on the trade data that the covered SROs submit on 
Form R31 (17 CFR 249.11) and to issue Section 31 bills to covered SROs, 
in consultation with the Chief Operating Officer and the Chief 
Economist, pursuant to Rules 31 and 31T of this chapter (17 CFR 240.31 
and 240.31T).
    (81) To grant or deny exemptions from Rule 610 (17 CFR 242.610), 
pursuant to Rule 610(e) (17 CFR 242.610(e)).
    (82) To grant or deny exemptions from Rule 611 (17 CFR 242.611), 
pursuant to Rule 611(d) (17 CFR 242.611(d)).
    (83) To grant or deny exemptions from Rule 612 (17 CFR 242.612), 
pursuant to Rule 612(c) (17 CFR 242.612(c)).
    (b) To designate officers empowered to administer oaths and 
affirmations, subpoena witnesses, compel their attendance, take 
evidence, and require the production of any books, papers, 
correspondence, memoranda, contracts, agreements, or other records in 
the course of investigations instituted by the Commission pursuant to 
section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)).
    (c) In nonpublic investigatory proceedings within the responsibility 
of the Director or Deputy Director, to grant requests of persons to 
procure copies of the transcript of their testimony given pursuant to 
Rule 6 of the Commission's rules relating to investigations as in effect 
subsequent to November 16, 1972 (17 CFR 203.6).
    (d) To notify the Securities Investor Protection Corporation 
(``SIPC'') of facts concerning the activities and the operational and 
financial condition of any registered broker or dealer which is or 
appears to be a member of SIPC and which is in or approaching financial 
difficulty within the meaning of section 5 of the Securities Investor 
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.

[[Page 33]]

    (e) To determine whether, and issue orders regarding, proposals for 
designation of a contract market for futures trading on an index or 
group of securities meet the eligibility criteria set forth under 
section 2(a)(1)(B)(ii) of the Commodity Exchange Act, 7 U.S.C. 2(a).
    (f) With respect to the Securities Investor Protection Act of 1970, 
as amended, 15 U.S.C. 78aaa et seq. (``SIPA''):
    (1) Pursuant to Section 3(a)(2)(B) of SIPA, to:
    (i) Extend for a period not exceeding 90 days from the date of the 
filing of the determination by the Securities Investor Protection 
Corporation (``SIPC'') that a registered broker-dealer is not a SIPC 
member because it conducts its principal business outside the United 
States and its territories and possessions, the period during which the 
Commission must affirm, reverse or amend any determination by SIPC; and
    (ii) Affirm such determination filed by SIPC.
    (2) Pursuant to Section (3)(e)(1) of SIPA, to:
    (i) Determine whether proposed bylaw changes filed by SIPC should 
not be disapproved or whether the proposed bylaw change is a matter of 
such significant public interest that public comment should be obtained, 
in which case the Division will notify SIPC of such finding and publish 
notice of the proposed bylaw change in accordance with Section 3(e)(2) 
of SIPA; and
    (ii) Accelerate the effective date of proposed bylaw changes filed 
by SIPC.
    (3) Pursuant to Section (3)(e)(2) of SIPA, to publish notice of 
proposed rule changes filed by SIPC.
    (g) To consult on behalf of the Commission pursuant to section 
18(t)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1828(t)(1)) 
with respect to matters described in Sec. 200.19a.
    (h) To consult on behalf of the Commission pursuant to sections 
5318A(a)(4), 5318A(e)(2) and 5318(h)(2) of the Bank Secrecy Act (31 
U.S.C. 5318A(a)(4), 5318A(e)(2) and 5318(h)(2)) with respect to matters 
described in Sec. 200.19a.
    (i) To consult on behalf of the Commission pursuant to the Uniting 
and Strengthening America by Providing Appropriate Tools Required to 
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as 
amended (Pub. L. 107-56 (2001), 115 Stat. 272) with respect to matters 
described in Sec. 200.19a.
    (j) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter), to grant or deny a request 
submitted pursuant to Rule 13(b) of Regulation S-T (Sec. 232.13(b) of 
this chapter) to adjust the filing date of an electronic filing.
    (k) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C.) 78a et seq.), the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-
T thereunder (part 232 of this chapter) to set the terms of, and grant 
or deny as appropriate, continuing hardship exemptions, pursuant to Rule 
202 of Regulation S-T (Sec. 232.202 of this chapter), from the 
electronic submission requirements of Regulation S-T (part 232 of this 
chapter).
    (l) Notwithstanding anything in the foregoing, in any case in which 
the Director of the Division of Market Regulation believes it 
appropriate, he may submit the matter to the Commission.

[37 FR 16795, Aug. 19, 1972]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-3, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.30-3a  Delegation of authority to Director of the Office of 
Municipal Securities.

    Pursuant to the provisions of Pub. L. 100-181, 101 Stat. 1254, 1255 
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Director of the Office of Municipal Securities to be 
performed by him or under his direction by such person or persons as may 
be designated from time to time by the Chairman of the Commission:

[[Page 34]]

    (a) With respect to the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.):
    (1) Pursuant to section 15B of the Act (15 U.S.C. 78o-4):
    (i) To authorize the issuance of orders granting registration of 
municipal advisors within 45 days of the filing of an application for 
registration as a municipal advisor (or within such longer period as to 
which the applicant consents); and
    (ii) To authorize the issuance of orders canceling the registration 
of a municipal advisor, if such municipal advisor is no longer in 
existence or has ceased to do business as a municipal advisor.
    (b) Notwithstanding anything in the foregoing, in any case in which 
the Director of the Office of Municipal Securities believes it 
appropriate, he may submit the matter to the Commission.

[78 FR 67632, Nov. 12, 2013]



Sec. 200.30-4  Delegation of authority to Director of Division of
Enforcement.

    Pursuant to the provisions of Pub. L. No. 100-181, 101 Stat. 1254, 
1255 (15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission 
hereby delegates, until the Commission orders otherwise, the following 
functions to the Director of the Division of Enforcement to be performed 
by him or under his direction by such other person or persons as may be 
designated from time to time by the Chairman of the Commission.
    (a)(1) To designate officers empowered to administer oaths and 
affirmations, subpoena witnesses, compel their attendance, take 
evidence, and require the production of any books, papers, 
correspondence, memoranda, contracts, agreements, or other records in 
the course of investigations instituted by the Commission pursuant to 
section 19(c) of the Securities Act of 1933 (15 U.S.C. 77s(c)), section 
21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), section 
42(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-41(b)) and 
section 209(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
9(b)).
    (2) In nonpublic investigative proceedings, to grant requests of 
persons to procure copies of the transcript of their testimony under 
Sec. 203.6 of this chapter.
    (3) To terminate and close all investigations authorized by the 
Commission pursuant to section 20 of the Securities Act of 1933 (15 
U.S.C. 77t), section 21 of the Securities Exchange Act of 1934 (15 
U.S.C. 78u), section 42 of the Investment Company Act of 1940 (15 U.S.C. 
80a-41) and section 209 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-9).
    (4) To terminate the authority to administer oaths and affirmations, 
subpoena witnesses, compel their attendance, take evidence, and require 
the production of any books, papers, correspondence, memoranda, 
contracts, agreements, or other records in the course of investigations 
instituted by the Commission pursuant to section 19(c) of the Securities 
Act of 1933 (15 U.S.C. 77s(c)), section 21(b) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u(b)), section 42(b) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-41(b)) and section 209(b) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-9(b)).
    (5) To grant or deny applications made pursuant to Rule 193 of the 
Commission's Rules of Practice, Sec. 201.193 of this chapter, provided, 
that, in the event of a denial, the applicant shall be notified that 
such a denial may be appealed to the Commisson for review.
    (6) To notify the Securities Investor Protection Corporation 
(``SIPC'') of facts concerning the activities and the operational and 
financial condition of any registered broker or dealer which is or 
appears to be a member of SIPC and which is in or approaching financial 
difficulty within the meaning of section 5 of the Securities Investor 
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.
    (7) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (8) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of 
this chapter) under the Investment Advisers Act of

[[Page 35]]

1940 (15 U.S.C. 80b-1 et seq.), to make written demands upon non-
resident investment advisers subject to the provisions of such rule to 
furnish to the Commission true, correct, complete and current copies of 
any or all books and records which such non-resident investment advisers 
are required to make, keep current or preserve pursuant to any provision 
of any rule or regulation of the Commission adopted under the Investment 
Advisers Act of 1940, or any part of such books and records which may be 
specified in any such demand.
    (9) To administer the provisions of Section 24(d) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78x(d)).
    (10) To institute subpoena enforcement proceedings in federal court 
to seek an order compelling the production of documents or an 
individual's appearance for testimony pursuant to subpoenas issued 
pursuant to paragraph (a)(1) of this section in connection with 
investigations pursuant to section 19(c) of the Securities Act of 1933 
(15 U.S.C. 77s(c)), section 21(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78u(b)), section 42(b) of the Investment Company Act of 1940 
(15 U.S.C. 80a-41(b)) and section 209(b) of the Investment Advisers Act 
of 1940 (15 U.S.C. 80b-9(b)).
    (11) To authorize staff to appear in federal bankruptcy court to 
preserve Commission claims in connection with investigations pursuant to 
section 19(c) of the Securities Act of 1933 (15 U.S.C. 77s(c)), section 
21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), section 
42(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-41(b)) and 
section 209(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
9(b)).
    (12) Pursuant to Section 36 of the Securities Exchange Act of 1934 
(15 U.S.C. 78mm) to review and, either unconditionally or on specified 
terms and conditions, grant, or deny exemptions from rule 17a-25 of the 
Act (Sec. 240.17a-25 of this chapter), provided that the Division of 
Trading and Markets is notified of any such granting or denial of an 
exemption.
    (13) To order the making of private investigations pursuant to 
section 19(c) of the Securities Act of 1933 (15 U.S.C. 77s(c)), section 
21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), section 
42(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-41(b) and 
section 209(b) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
9(b)).
    (14) To submit witness immunity requests to the U.S. Attorney 
General pursuant to 18 U.S.C. 6002-6004, and, upon approval by the U.S. 
Attorney General, to seek or, for the period from June 17, 2011 through 
December 19, 2012, to issue orders compelling an individual to give 
testimony or provide other information pursuant to subpoenas that may be 
necessary to the public interest in connection with investigations and 
related enforcement actions pursuant to section 22(b) of the Securities 
Act of 1933 (15 U.S.C. 77v(b)), section 21(c) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78u(c)), section 42(c) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-41(c)) and section 209(c) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-9(c)).
    (15) With respect to debts arising from actions to enforce the 
federal securities laws, to terminate collection activity or discharge 
debts, to accept offers to compromise debts when the principal amount of 
the debt is $5 million or less, to reject offers to compromise debts, 
and to accept or reject offers to enter into payment plans.
    (16) To disclose information, in accordance with Section 21F(h)(2) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78u-6(h)(2)), that 
would reveal, or could reasonably be expected to reveal, the identity of 
a whistleblower.
    (17) With respect to disgorgement and Fair Fund plans established in 
administrative proceedings instituted by the Commission pursuant to the 
federal securities laws, to appoint a person as a plan administrator, if 
that person is included in the Commission's approved pool of 
administrators, and, for an administrator appointed pursuant to this 
delegation, to set the amount of or waive for good cause shown, the 
administrator's bond required by Sec. 201.1105(c) of this chapter.
    (b) Notwithstanding anything in the foregoing, in any case in which 
the Director of the Division of Enforcement believes it appropriate, he 
may submit the matter to the Commission.

[37 FR 16796, Aug. 19, 1972]

[[Page 36]]


    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-4, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.30-5  Delegation of authority to Director of Division of
Investment Management.

    Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15 
U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Director of the Division of Investment Management, to 
be performed by him or under his direction by such person or persons as 
may be designated from time to time by the Chairman of the Commission:
    (a) With respect to the Investment Company Act of 1940 (15 U.S.C. 
80a-1 et seq.):
    (1) Except as otherwise provided in this section, to issue notices, 
under Sec. 270.0-5 of this chapter, with respect to applications for 
orders under the Act and the rules and regulations thereunder and, with 
respect to section 8(f) of the Act (15 U.S.C. 80a-8(f)), in cases where 
no application has been filed, where, upon examination, the matter does 
not appear to the Director to present significant issues that have not 
been previously settled by the Commission or to raise questions of fact 
or policy indicating that the public interest or the interest of 
investors warrants that the Commission consider the matter.
    (2) Except as otherwise provided in this section, to authorize the 
issuance of orders where a notice, under Sec. 270.0-5 of this chapter, 
has been issued and no request for a hearing has been received from any 
interested person within the period specified in the notice and the 
Director believes that the matter presents no significant issues that 
have not been previously settled by the Commission and it does not 
appear to the Director to be necessary in the public interest or the 
interest of investors that the Commission consider the matter.
    (3) To permit the withdrawal of applications pursuant to the Act (15 
U.S.C. 80a-1 et seq.)
    (4) In connection with the mailing of reports to stockholders and 
the filing with the Commission of registration statements and of 
reports:
    (i) To grant reasonable extensions of time, upon a showing of good 
cause and that it would not be contrary to the public interest or 
inconsistent with the protection of investors; and
    (ii) To deny requests for extensions of time, provided the applicant 
is advised that he can request Commission review of any such denial.
    (5) [Reserved]
    (6) To authorize the issuance of orders granting confidential 
treatment pursuant to section 45(a) of the Act (15 U.S.C. 80a-44(a)) 
where applications for confidential treatment are made regarding matters 
of disclosure in registration statements filed pursuant to section 8 of 
the Act (15 U.S.C. 80a-8), or in reports filed pursuant to section 30 of 
the Act (15 U.S.C. 80a-29), but only when the Commission has previously 
by order granted confidential treatment to the same information.
    (7) To issue notices, pursuant to Rule 0-5(a) (Sec. 270.0-5(a) of 
this chapter) with respect to applications for temporary and permanent 
orders under section 9(c) of the Investment Company Act of 1940 (15 
U.S.C. 80a-9(c)), and to conditionally or unconditionally exempt 
persons, for a temporary period not exceeding 60 days, from section 9(a) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-9(a)), if, on the 
basis of the facts then set forth in the application, it appears that:
    (i)(A) The prohibitions of section 9(a), as applied to the 
applicant, may be unduly or disproportionately severe, or (B) the 
applicant's conduct has been such as not to make it against the public 
interest or the protection of investors to grant the temporary 
exemption; and
    (ii) Granting the temporary exemption would protect the interests of 
the investment companies being served by the applicant by allowing time 
for the orderly consideration of the application for permanent relief or 
the orderly transition of the applicant's responsibilities to a 
successor, or both.
    (8) To issue--
    (i) Notices, pursuant to Rule 0-5(a) (Sec. 270.0-5(a) of this 
chapter), with respect to applications for permanent orders under 
section 9(c) of the Act [15

[[Page 37]]

U.S.C. 80a-9(c)], and, orders, pursuant to paragraph (a)(2) of this 
section, that exempt conditionally or unconditionally persons from 
section 9(a) of the Act [15 U.S.C. 80a-9(a)], if, on the basis of the 
facts then set forth in the application, it appears that:
    (A) The prohibitions of section 9(a) of the Act, as applied to the 
applicant, may be unduly or disproportionately severe, or the 
applicant's conduct has been such as not to make it against the public 
interest or the protection of investors to grant the exemption;
    (B) The prohibitions arise under section 9(a)(3) of the Act solely 
because the applicant employs, or will employ, a person who is 
disqualified under section 9(a) (1) or (2) of the Act; and,
    (C) The employee does not and will not serve in any capacity 
directly related to providing investment advice to, or acting as 
depositor for, any registered investment company, or acting as principal 
underwriter for any registered open-end company, registered unit 
investment trust or registered face amount certificate company.
    (ii) Temporary orders under section 9(c) of the Act [15 U.S.C. 80a-
9(c)], exempting conditionally or unconditionally persons from section 
9(a) of the Act [15 U.S.C. 80a-9(a)], if, on the basis of the 
application, it appears that:
    (A) The prohibitions arise under section 9(a)(3) of the Act solely 
because the applicant employs a person who is disqualified under section 
9(a) (1) or (2) of the Act; and
    (B) Applicant meets the requirements of paragraphs (a)(8)(i) (A) and 
(C) of this section.
    (b) With respect to matters pertaining to investment companies 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et 
seq.), pooled investment funds or accounts, and the general assets or 
separate accounts of insurance companies, all arising under the 
Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange 
Act of 1934 (15 U.S.C. 78a et seq.), and the Trust Indenture Act of 1939 
(15 U.S.C. 77aaa et seq.), the same functions as are delegated to the 
Director of the Division of Corporation Finance in regard to companies 
other than such investment companies in paragraphs (a), (e), and (f) of 
Sec. 200.30-1.
    (b-1) With respect to the Securities Act of 1933. (1) To issue 
notices with respect to applications for orders under section 3(a)(2) 
exempting from section 5 interests or participations issued in 
connection with stock bonus, pension, profit-sharing, or annuity plans 
covering employees some or all of whom are employees within the meaning 
of section 401(c)(1) of the Internal Revenue Code of 1954 where, upon 
examination, the matter does not appear to him to present issues not 
previously settled by the Commission or to raise questions of fact or 
policy indicating that the public interest or the interest of investors 
requires that a hearing be held.
    (2) To authorize the issuance of orders where a notice has been 
issued and no request for a hearing has been received from any 
interested person within the period specified in the notice and the 
matter involved presents no issue that he believes has not been settled 
previously by the Commission and it does not appear to him to be 
necessary in the public interest or the interest of investors that a 
hearing be held.
    (b-2) With respect to post-effective amendments filed pursuant to 
Sec. 230.485(a) or Sec. 230.486(a) of this chapter:
    (1) To suspend the operation of paragraph (a) of such sections and 
to issue written notices to registrants of such suspensions;
    (2) To determine such amendments to be effective within shorter 
periods of time than the sixtieth day after the filing thereof.
    (b-3) With respect to post-effective amendments filed pursuant to 
Sec. 230.485(b) or Sec. 230.486(b) of this chapter:
    (1) To approve additional purposes for post-effective amendments 
which shall be eligible for immediate effectiveness pursuant to 
paragraph (b) of such sections.
    (2) To suspend the operation of paragraph (b) of such sections and 
to issue written notices to registrants of such suspensions.
    (b-4) With respect to registration statements filed pursuant to 
paragraph (a) of Rule 487 under the Act (17 CFR 230.487(a)):

[[Page 38]]

    (1) To suspend the operation of said paragraph (a) and to issue 
written notices to registrants of such suspensions.
    (b-5) With respect to registration statements filed pursuant to 
paragraph (a) of rule 488 under the Act (17 CFR 230.488(a)):
    (1) To suspend the operation of said paragraphs and to issue written 
notices to registrants of such suspensions;
    (2) To determine such amendments to be effective within shorter 
periods of time than the thirtieth day after the filing thereof.
    (c) With respect to the Securities Act of 1933 and Regulation E 
thereunder (Sec. 230.601 et seq. of this chapter):
    (1) To authorize the offering of securities:
    (i) Less than ten days subsequent to the filing with the Commission 
of a notification on Form 1-E (Sec. 239.200 of this chapter) pursuant to 
Rule 604(a) (Sec. 230.604(a) of this chapter);
    (ii) Less than ten days subsequent to the filing of an amendment to 
a notification on Form 1-E (Sec. 239.200 of this chapter) pursuant to 
Rule 604(c) (Sec. 230.604(c) of this chapter).
    (2) To authorize the use of a revised or amended offering circular 
less than ten days subsequent to the filing thereof pursuant to Rule 
605(e) (Sec. 230.605(e) of this chapter).
    (3) To authorize the use of communications specified in paragraphs 
(a), (b) and (c) of Rule 607 (Sec. 230.607 of this chapter), less than 
five days subsequent to the filing thereof.
    (4) To permit the withdrawal of any notification, or any exhibit or 
other documents filed as a part thereof, pursuant to Rule 604(d) 
(Sec. 230.604(d) of this chapter).
    (c-1) With respect to the Securities Exchange Act of 1934: (1) To 
grant and deny applications filed pursuant to section 24(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78x(b)) and Rule 24b-2 
thereunder (Sec. 240.24b-2 of this chapter) for confidential treatment 
of information filed pursuant to section 13(f) of that Act (15 U.S.C. 
78m(f)) and Rule 13f-1 thereunder (Sec. 240.13f-1 of this chapter).
    (2) To revoke a grant of confidential treatment for any such 
application.
    (3) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (4) To administer the provisions of section 24(d) of the Act (15 
U.S.C. 78x(d)).
    (d) To issue certifications to investment companies that are 
principally engaged in the furnishing of capital to corporations that 
are principally engaged in the development or exploitation of 
inventions, technological improvements, new processes, or products not 
previously generally available, under Section 851(e) of the Internal 
Revenue Code of 1986 (26 U.S.C. 851(e)), where applications from the 
investment companies do not present issues that have not been previously 
settled by the Commission and do not require a hearing.
    (e) With respect to the Investment Advisers Act of 1940 (15 U.S.C. 
80b-1 to 80b-22):
    (1) Pursuant to section 203(c) of the Act (15 U.S.C. 80b-3(c)): To 
authorize the issuance of orders granting registration of investment 
advisers within 45 days of the filing of an application for registration 
as an investment adviser (or within such longer period as to which the 
applicant consents).
    (2) Pursuant to section 203(h) of the Act (15 U.S.C. 80b-3(h)), to 
authorize the issuance of orders canceling registration of investment 
advisers, or applications for registration, if such investment advisers 
or applicants for registration are no longer in existence, not engaged 
in business as investment advisers, or are prohibited from registering 
as investment advisers under Section 203A of the Act (15 U.S.C. 80b-3a).
    (3) To issue notices, under Sec. 275.0-5 of this chapter, with 
respect to applications for orders under the Act and the rules and 
regulations thereunder where, upon examination, the matter does not 
appear to the Director to present significant issues that have not been 
previously settled by the Commission or to raise questions of fact or 
policy indicating that the public interest

[[Page 39]]

or the interest of investors warrants that the Commission consider the 
matter.
    (4) To authorize the issuance of orders where a notice, pursuant to 
Sec. 275.0-5 of this chapter, has been issued, no request for a hearing 
has been received from any interested person within the period specified 
in the notice, and the Director believes that the matter presents no 
significant issues that have not been previously settled by the 
Commission and it does not appear to the Director to be necessary in the 
public interest or the interest of investors that the Commission 
consider the matter.
    (5) To permit the withdrawal of applications pursuant to the Act (15 
U.S.C. 80b-1 et seq.).
    (6) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of 
this chapter), to make written demands upon non-resident investment 
advisers subject to the provisions of such rule to furnish to the 
Commission true, correct, complete and current copies of any or all 
books and records which such non-resident investment advisers are 
required to make, keep current or preserve pursuant to any provision of 
any rule or regulation of the Commission adopted under the Act, or any 
part of such books and records which may be specified in any such 
demand.
    (7) Pursuant to section 203A(d) of the Act (15 U.S.C. 80b-3a(d)), to 
set the terms of, and grant or deny as appropriate, continuing hardship 
exemptions under Sec. 275.203-3 of this chapter.
    (f) To consult on behalf of the Commission pursuant to sections 
5318A(a)(4), 5318A(e)(2) and 5318(h)(2) of the Bank Secrecy Act (31 
U.S.C. 5318A(a)(4), 5318A(e)(2) and 5318(h)(2)) with respect to matters 
described in Sec. 200.20b.
    (g) To consult on behalf of the Commission pursuant to the Uniting 
and Strengthening America by Providing Appropriate Tools Required to 
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as 
amended (Pub. L. 107-56 (2001), 115 Stat. 272) with respect to matters 
described in Sec. 200.20b.
    (h) Notwithstanding anything in the foregoing:
    (1) The Director of the Division of Investment Management shall have 
the same authority with respect to the Securities Act of 1933 (15 U.S.C. 
77a et seq.), Secs. 230.251-230.263, and Secs. 230.651-230.703(T) of 
this chapter as that delegated to each Regional Director in Sec. 200.30-
6 (b) and (c).
    (2) In any case in which the Director of the Division of Investment 
Management believes it appropriate, he may submit the matter to the 
Commission.
    (i) With respect to the Investment Company Act of 1940 (15 U.S.C. 
80a et seq.), the Securities Act of 1933 (15 U.S.C. 77a et seq.), the 
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the Trust 
Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation S-T 
thereunder (part 232 of this chapter), to grant or deny a request 
submitted under Regulation S-T to adjust the filing date of an 
electronic filing.
    (j) With respect to the Investment Company Act of 1940 (15 U.S.C. 
80a et seq.) and rule 8b-25 thereunder (Sec. 270.8b-25), the Securities 
Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.), the Trust Indenture Act of 1939 (15 U.S.C. 
77aaa et seq.), and Regulation S-T thereunder (part 232 of this 
chapter), to set the terms of, and grant or deny as appropriate, 
continuing hardship exemptions under rule 202 of Regulation S-T 
(Sec. 232.202 of this chapter) from the electronic submission 
requirements of Regulation S-T (part 232 of this chapter).
    (k) With respect to Regulation S-T (part 232 of this chapter), to 
grant or deny a request to adjust the filing date of a filing submitted 
under Regulation S-T.
    (l) With respect to Regulation S-T (part 232 of this chapter), to 
set the terms of, and grant or deny as appropriate, continuing hardship 
exemptions pursuant to rule 202 of Regulation S-T (Secs. 232.202 of this 
chapter) from the electronic submission requirements of Regulation S-T 
(part 232 of this chapter).

[41 FR 29376, July 16, 1976]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-5, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.

[[Page 40]]



Sec. 200.30-6  Delegation of authority to Regional Directors.

    Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394, the 
Securities and Exchange Commission hereby delegates, until the 
Commission orders otherwise, the following functions to each Regional 
Director, to be performed by him or under his direction by such person 
or persons as may be designated from time to time by the Chairman of the 
Commission:
    (a) With respect to the Securities Exchange Act of 1934, 15 U.S.C. 
78 et seq.:
    (1) Pursuant to section 15(b)(2)(C) of the Act (15 U.S.C. 
78o(b)(2)(C)):
    (i) To delay until the second six month period from registration 
with the Commission, the inspection of newly registered broker-dealers 
that have not commenced actual operations within six months of their 
registration with the Commission; and
    (ii) To delay until the second six month period from registration 
with the Commission, the inspection of newly registered broker-dealers 
to determine whether they are in compliance with applicable provisions 
of the Act and rules thereunder, other than financial responsibility 
rules.
    (2) Pursuant to Rule 0-4 (Sec. 240.0-4 of this chapter), to disclose 
to the Comptroller of the Currency, the Board of Governors of the 
Federal Reserve System and the Federal Deposit Insurance Corporation and 
to the state banking authorities, information and documents deemed 
confidential regarding registered clearing agencies and registered 
transfer agents; Provided That, in matters in which the Commission has 
entered a formal order of investigation, such disclosure shall be made 
only with the concurrence of the Director of the Division of Enforcement 
or his or her delegate, and the General Counsel or his or her delegate.
    (b) With respect to the Investment Advisers Act of 1940, 15 U.S.C. 
80b-1 et seq.: Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-
2(j)(3)(ii) of this chapter), to make written demands upon non-resident 
investment advisers subject to the provisions of such rule to furnish to 
the Commission true, correct, complete and current copies of any or all 
books and records which such non-resident investment advisers are 
required to make, keep current or preserve pursuant to any provision of 
any rule or regulation of the Commission adopted under the Investment 
Advisers Act of 1940, or any part of such books and records which may be 
specified in any such demand.
    (c) In nonpublic investigatory proceedings within the responsibility 
of the Regional Director, to grant requests of persons to procure copies 
of the transcript of their testimony given pursuant to Rule 6 of the 
Commission's rules relating to investigations as in effect subsequent to 
November 16, 1972 (17 CFR 203.6).
    (d) To notify the Securities Investor Protection Corporation 
(``SIPC'') of facts concerning the activities and the operational and 
financial condition of any registered broker or dealer which is or 
appears to be a member of SIPC and which is in or approaching financial 
difficulty within the meaning of section 5 of the Securities Investor 
Protection Act of 1970, as amended, 15 U.S.C. 78aaa et seq.
    (e) Notwithstanding anything in the foregoing, in any case in which 
the Regional Director believes it appropriate, he may submit the matter 
to the Commission.

[28 FR 2856, Mar. 22, 1963, as amended at 36 FR 7659, Apr. 23, 1971. 
Redesignated at 37 FR 16792, Aug. 19, 1972]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-6, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.30-7  Delegation of authority to Secretary of the Commission.

    Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15 
U.S.C. 78d-1), the Securities and Exchange Commission hereby delegates, 
until the Commission orders otherwise, the following functions to the 
Secretary of the Commission to be performed by him or under his 
direction by such person or persons as may be designated from time to 
time by the Chairman of the Commission:
    (a) With respect to proceedings conducted pursuant to the Securities 
Act of 1933, 15 U.S.C. 77a et seq., the Securities Exchange Act of 1934, 
15 U.S.C. 78a et seq., the Trust Indenture Act of 1939,

[[Page 41]]

15 U.S.C. 77aaa et seq., the Investment Company Act of 1940, 15 U.S.C. 
80a-1 et seq., the Investment Advisers Act of 1940, 15 U.S.C. 80b-1 et 
seq., the Securities Investor Protection Act of 1970, 15 U.S.C. 78aaa et 
seq., the provisions of Rule 102(e) of the Commission's Rules of 
Practice, Section 201.102(e) of this chapter, and Title I of the 
Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219;
    (1) To fix the time and place for hearings and oral arguments before 
the Commission pursuant to Rule 451 of the Commission's Rules of 
Practice, Sec. 201.451 of this chapter;
    (2) In appropriate cases to extend and reallocate the time 
prescribed in Rule 451(c) of the Commission's Rules of Practice, 
Sec. 201.451(c) of this chapter;
    (3) To postpone or adjourn hearings or otherwise adjust the date for 
commencement of hearings before the Commission pursuant to Rule 161 of 
the Commission's Rules of Practice, Sec. 201.161 of this chapter, and to 
advance such hearings;
    (4) To grant or deny extensions of time within which to file papers 
with the Commission under Rule 161 of the Commission's Rules of 
Practice, Sec. 201.161 of this chapter, or under part 201, subpart F of 
the Commission's Rules pertaining to Fair Fund and Disgorgement Plans, 
Secs. 201.1100-201.1106;
    (5) To permit the filing of briefs with the Commission exceeding 
14,000 words in length, pursuant to Rule 450(c) of the Commission's Rule 
of Practice, Sec. 201.450(c) of this chapter, and to permit the filing 
of motions with the Commission in excess of 7,000 words pursuant to Rule 
154(c) of the Commission's Rules of Practice, Sec. 201.154(c) of this 
chapter;
    (6) To certify records of proceedings upon which are entered orders 
the subject of review in courts of appeals pursuant to section 9 of the 
Securities Act of 1933, 15 U.S.C. 77i, section 25 of the Securities 
Exchange Act of 1934, 15 U.S.C. 78y, section 322(a) of the Trust 
Indenture Act of 1939, 15 U.S.C. 77vvv(a), section 43 of the Investment 
Company Act of 1940, 15 U.S.C. 80a-42, section 213 of the Investment 
Advisers Act of 1940, 15 U.S.C. 80b-13, and Title I of the Sarbanes-
Oxley Act of 2002, 15 U.S.C. 7211-7219;
    (7) Except where the Commission otherwise directs, to issue findings 
and orders pursuant to offers of settlement which the Commission has 
determined should be accepted;
    (8) To issue findings and orders taking the remedial action 
described in the order for proceedings where a respondent expressly 
consents to such action, fails to appear, or defaults in the filing of 
an answer required to be filed and to grant a request, based upon a 
showing of good cause, to vacate an order or default, so as to permit 
presentation of a defense;
    (9) To designate officers of the Commission to serve notices of and 
orders for proceedings and decisions and orders in such proceedings, the 
service of which is required by Rules 141 and 150 of the Commission's 
Rules of Practice, Secs. 201.141 and 201.150 of this chapter;
    (10) To set the date for sanctions to take effect if an initial 
decision is not appealed and becomes final pursuant to Rule 360(d) or if 
an initial decision is affirmed pursuant to Rule 411;
    (11) To publish pursuant to Rule 1103 of the Commission's Rules of 
Practice (Sec. 201.1103 of this chapter) notice for fair fund and 
disgorgement plans, and if no negative comments are received, to issue 
orders approving proposed fair fund plans and disgorgement plans 
pursuant to Rule 1104 of the Commission's Rules of Practice 
(Sec. 201.1104 of this chapter). As part of this plan approval, the 
requirement set forth in Rule 1105(c) (Sec. 201.1105(c) of this chapter) 
may be waived if the fair or disgorgement funds are held at the U.S. 
Department of the Treasury and will be disbursed by Treasury. Upon the 
motion of the staff for good cause shown, to approve the publication of 
proposed fair fund plans and disgorgement plans that omit plan elements 
required by Rule 1101 of the Commission's Rules of Practice 
(Sec. 201.1101 of this chapter).
    (12) To issue orders instituting previously authorized 
administrative proceedings pursuant to sections 15(b)(4) or (6), 15B, 
15C, or 17A of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4) 
or (6), 78o-4, 78o-5, or 78q-1), and section 203(e) or (f) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)), based on 
the entry of an injunction or a criminal conviction, and to issue

[[Page 42]]

findings and orders in such cases where a respondent consents to a bar 
from association.
    (b) To order the making of private investigations pursuant to 
section 21(a) of the Securities Exchange Act of 1934, on request of the 
Division of Corporation Finance or the Division of Enforcement, with 
respect to proxy contests subject to section 14 of that Act and 
regulation 14A thereunder, and tender offers filed pursuant to section 
14(d) of the Act.
    (c) To authenticate all Commission documents produced for 
administrative or judicial proceedings.
    (d) Notwithstanding anything in the foregoing, in any case in which 
the Secretary of the Commission believes it appropriate he or she may 
submit the matter to the Commission.

[35 FR 17989, Nov. 24, 1970. Redesignated at 37 FR 16792, Aug. 19, 1972]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-7, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.30-8  [Reserved]



Sec. 200.30-9  Delegation of authority to hearing officers.

    Pursuant to the provisions of Section 4A of the Securities Exchange 
Act of 1934 (15 U.S.C. 78d-1), the Securities and Exchange Commission 
hereby delegates, until the Commission orders otherwise, to each 
Administrative Law Judge (``Judge'') the authority:
    (a) To make an initial decision in any proceeding at which the Judge 
presides in which a hearing is required to be conducted in conformity 
with the Administrative Procedure Act (5 U.S.C. 557) unless such initial 
decision is waived by all parties who appear at the hearing and the 
Commission does not subsequently order that an initial decision 
nevertheless be made by the Judge, and in any other proceeding in which 
the Commission directs the Judge to make such a decision; and
    (b) To issue, upon entry pursuant to Rule 531 of the Commission's 
Rules of Practice, Sec. 201.531 of this chapter, of an initial decision 
on a permanent order, a separate order setting aside, limiting or 
suspending any temporary sanction, as that term is defined in Rule 
101(a)(11) of the Commission's Rules of Practice, Sec. 201.101(a) of 
this chapter, then in effect in accordance with the terms of the initial 
decision.

[60 FR 32794, June 23, 1995]



Sec. 200.30-10  Delegation of authority to Chief Administrative Law Judge.

    Pursuant to the provisions of Pub. L. 87-592, 76 Stat. 394 (15 
U.S.C. 78d-1), the Securities and Exchange Commission hereby delegates, 
until the Commission orders otherwise, the following functions to the 
Chief Administrative Law Judge or to such administrative law judge or 
administrative law judges as may be designated by the Chief 
Administrative Law Judge in his absence, or as otherwise designated by 
the Chairman of the Commission in the absence of the Chief 
Administrative Law Judge:
    (a) With respect to proceedings conducted before an administrative 
law judge, pursuant to the Securities Act of 1933, 15 U.S.C. 77a et 
seq., the Securities Exchange Act of 1934, 15 U.S.C. 78a et seq., the 
Trust Indenture Act of 1939, 15 U.S.C. 77aaa et seq., the Investment 
Company Act of 1940, 15 U.S.C. 80a-1 et seq., the Investment Advisers 
Act of 1940, 15 U.S.C. 80b-1 et seq., the Securities Investor Protection 
Act of 1970, 15 U.S.C. 78aaa et seq., and the provisions of Rule 102(e) 
of the Commission's Rules of Practice, Sec. 201.102(e) of this chapter:
    (1) After a proceeding has been authorized, to fix the time and 
place for hearing pursuant to Rule 200 of the Commission's Rules of 
Practice, Sec. 201.200 of this chapter;
    (2) To designate administrative law judges pursuant to Rule 110 of 
the Commission's Rules of Practice, Sec. 201.110 of this chapter;
    (3) To postpone or adjourn hearings or otherwise adjust the date for 
commencement of hearings pursuant to Rule 161 of the Commission's Rules 
of Practice, Sec. 201.161 of this chapter, or to advance or cancel such 
hearings, if necessary;
    (4) To grant extensions of time within which to file papers pursuant 
to Rule 161 of the Commission's Rules of Practice, Sec. 201.161 of this 
chapter;

[[Page 43]]

    (5) To permit the filing of briefs exceeding 14,000 words in length, 
pursuant to Rule 450(c) of the Commission's Rules of Practice, 
Sec. 201.450(c) of this chapter;
    (6) In the event the designated presiding administrative law judge 
is unavailable to issue subpenas requiring the attendance and testimony 
of witnesses and subpenas requiring the production of documentary or 
other tangible evidence at any designated place of hearing upon request 
therefor by any party, pursuant to Rule 232 of the Commission's Rules of 
Practice, 201.232 of this chapter;
    (7) Pursuant to sections 15(b)(1)(B), 15B(a)(2)(B), and 19(a)(1)(B) 
of the Securities Exchange Act of 1934 and section 203(c)(2)(B) of the 
Investment Advisers Act of 1940 to grant extensions of time for 
conclusion of proceedings instituted to determine whether applications 
for registration as a broker or dealer, municipal securities dealer, 
national securities exchange, registered securities association, or 
registered clearing agency, or as an investment adviser should be 
denied;
    (8) To grant motions of staff counsel to discontinue administrative 
proceedings as to a particular respondent who has died or cannot be 
found, or because of a mistake in the identity of a respondent named in 
the order for proceedings.
    (b) With respect to proceedings under the Equal Access to Justice 
Act, 5 U.S.C. 504, to make assignments as provided in Sec. 201.37(b) of 
this chapter, respecting applications made pursuant to that Act.
    (c) Notwithstanding anything in the foregoing, in any case in which 
the Chief Administrative Law Judge believes it appropriate he or she may 
submit the matter to the Commission.

[37 FR 23827, Nov. 9, 1972, as amended at 41 FR 21183, May 24, 1976; 43 
FR 13378, Mar. 30, 1978; 54 FR 53051, Dec. 27, 1989; 60 FR 32794, June 
23, 1995; 69 FR 13174, Apr. 19, 2004; 70 FR 72569, Dec. 5, 2005; 71 FR 
71037, Dec. 8, 2006]



Sec. 200.30-11  Delegation of authority to the Chief Accountant.

    Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 1255 
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Chief Accountant of the Commission, to be performed by 
him or her or under his or her direction by such person or persons as 
may be designated from time to time by the Chairman of the Commission:
    (a) In connection with Commission review of inspection reports of 
the Public Company Accounting Oversight Board (``PCAOB'') under 15 
U.S.C. 7214(h) and Sec. 202.140:
    (1) To grant or deny review requests and notify the firm and the 
PCAOB as to whether the Commission will grant the review request under 
Sec. 202.140(d);
    (2) To extend the time periods set forth in Sec. 202.140(e) within 
which the PCAOB, registered public accounting firm or an associated 
person may submit responsive information and documents in connection 
with a request for Commission review.
    (3) To request additional information pursuant to Sec. 202.140(e) 
relating to the PCAOB's assessments or determination under review from 
the PCAOB, the registered public accounting firm, or any associated 
person of the firm during the course of an interim review of an 
inspection report, and to grant the PCAOB, the firm or any associated 
person a period of up to seven calendar days to respond to any 
information obtained.
    (4) To consider requests for review of inspection reports and, based 
on such review, to not object to all or part of the assessments or 
determination of the PCAOB and terminate the stay of publication, or to 
remand to the PCAOB with instructions that the stay of publication is 
permanent or that the PCAOB take such other actions as he or she deems 
necessary or appropriate with respect to publication, including, but not 
limited to, revising the final inspection report or determinations 
before publication, and to provide the written notice communicating the 
same to the PCAOB and the registered public accounting firm, consistent 
with Sec. 202.140.
    (5) To determine that a timely review request by a firm will not 
operate as a stay of publication of those portions of the final 
inspection report or determinations described in Sec. 202.140(b) that

[[Page 44]]

are the subject of the firm's review request pursuant to 
Sec. 202.140(c)(5), as well as to determine that publication of the 
remainder of the final inspection report or criticisms or defects in the 
quality control systems would not be necessary or appropriate pursuant 
to Sec. 202.140(c)(5).
    (6) To, in the event the Commission does grant a review request 
pursuant to Sec. 202.140, determine that the stay of publication shall 
not continue pursuant to Sec. 202.140(d).
    (7) To, in the event that the review pursuant to Sec. 202.140(e) has 
not been completed and a written notice has not been sent 75 calendar 
days after notification to the firm and the PCAOB that it is granting 
the request for an interim review, grant an extension of time under the 
authority set forth in Sec. 202.140(e).
    (b)(1) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15 
U.S.C. 7217, and section 19(b) of the Act, 15 U.S.C. 78s(b), and 
applicable rules of the Commission, to publish notices of proposed rule 
changes filed by the Public Company Accounting Oversight Board.
    (2) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15 
U.S.C. 7217, and section 19(b) of the Act, 15 U.S.C. 78s(b), and 
applicable rules of the Commission, to approve or disapprove a proposed 
rule change, and to find good cause to approve a proposed rule change 
earlier than 30 days after the date of publication of such proposed rule 
change and to publish the reasons for such finding. The Office of the 
Chief Accountant shall notify the Commission no less than five (5) 
business days before the Chief Accountant intends to exercise his or her 
authority to approve or disapprove a particular proposed rule change.
    (3) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15 
U.S.C. 7217, and section 19(b)(2)(A) of the Act, 15 U.S.C. 78s(b)(2)(A), 
to extend for a period not exceeding 90 days from the date of 
publication of notice of the filing of a proposed rule change pursuant 
to section 19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), the period during 
which the Commission must by order approve or disapprove the proposed 
rule change or institute proceedings to determine whether the proposed 
rule change should be disapproved and to determine whether such longer 
period is appropriate and publish the reasons for such determination.
    (4) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15 
U.S.C. 7217, section 19(b)(2) of the Act, 15 U.S.C. 78s(b)(2), and 
section 19(b)(3) of the Act, 15 U.S.C. 78s(b)(3), to institute 
proceedings to determine whether a proposed rule change of the Public 
Company Accounting Oversight Board should be disapproved and to provide 
to the Public Company Accounting Oversight Board notice of the grounds 
for disapproval under consideration. In addition, pursuant to section 
107 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7217, and section 
19(b)(2)(B) of the Act, 15 U.S.C. 78s(b)(2)(B), to extend for a period 
not exceeding 240 days from the date of publication of notice of the 
filing of a proposed rule change pursuant to section 19(b)(1) of the 
Act, 15 U.S.C. 78s(b)(1), the period during which the Commission must 
issue an order approving or disapproving the proposed rule change and to 
determine whether such longer period is appropriate and publish the 
reasons for such determination.
    (5) Pursuant to section 107 of the Sarbanes-Oxley Act of 2002, 15 
U.S.C. 7217, and section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C), 
to temporarily suspend a rule of the Public Company Accounting Oversight 
Board.
    (c) Notwithstanding anything in the foregoing, in any case in which 
the Chief Accountant believes it appropriate, he or she may submit the 
matter to the Commission.

[75 FR 47449, Aug. 6, 2010, as amended at 76 FR 2806, Jan. 18, 2011]



Sec. 200.30-12  [Reserved]



Sec. 200.30-13  Delegation of authority to Chief Financial Officer.

    Pursuant to the provisions of 15 U.S.C. 78d-1 and 78d-2, the 
Securities and Exchange Commission hereby delegates, until the 
Commission orders otherwise, the following functions to the Chief 
Financial Officer, to be performed by him or her, or under his or her 
direction by such person or persons as may be designated from time to

[[Page 45]]

time by the Chairman of the Commission:
    (a) The compromise and collection of federal claims as required by 
the Federal Claims Collection Act of 1966, as amended and recodified at 
31 U.S.C. 3701-3720, in conformance with standards and procedures 
jointly promulgated by the Secretary of the Treasury and the Attorney 
General of the United States in 31 CFR Parts 900-904.
    (b) The administration of filing fee account procedures and policies 
established in Sec. 202.3a of this chapter.
    (c) Pursuant to section 21F(g)(4) of the Securities and Exchange Act 
of 1934 (15 U.S.C. 78u-6(g)(4)), the making of requests to the Secretary 
of the Treasury to invest the portion of the Securities and Exchange 
Commission Investor Protection Fund that is not, in his or her 
discretion, required to meet the current needs of the fund, and the 
determination of the maturities for those investments suitable to the 
needs of the fund.

[68 FR 50954, Aug. 22, 2003, as amended at 76 FR 60372, Sept. 29, 2011; 
79 FR 59105, Oct. 1, 2014]



Sec. 200.30-14  Delegation of authority to the General Counsel.

    Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 101 
Stat. 1255, 15 U.S.C. 78d-1, 15 U.S.C. 78d-2, and 5 U.S.C. 
552a(d)(2)(B)(ii), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the General Counsel of the Commission, to be performed by 
him or her or under his or her direction by such person or persons as 
may be designated from time to time by the Chairman of the Commission:
    (a) Grant waivers of imputed disqualification requested pursuant to 
17 CFR 200.735-8(d).
    (b) Determine whether the Commission will submit, after consultation 
with any Division or Office of the Commission designated by the 
Commission, and amicus curiae brief in private litigation on issues 
previously considered and designated by the Commission as appropriate 
for the exercise of delegated authority. A list of the issues designated 
by the Commission as subject to this delegated authority and, where 
determined by the Commission, the position to be taken on each such 
issue, may be obtained on request addressed to Securities and Exchange 
Commission, Washington, DC 20549.
    (c) Determine the appropriate disposition of all Freedom of 
Information Act and confidential treatment appeals in accordance with 
Secs. 200.80(d)(6), 200.80(e)(4), 200.83(e), 200.83(f), and 200.83(h).
    (d) Determine the appropriate disposition of all Privacy Act appeals 
and related matters in accordance with Secs. 200.304 (a) and (c); 
200.307 (a) and (b); 200.308(a) (4)-(10); 200.308(b) (1)-(4); and 
200.309(e) (1) and (2).
    (e) File notices of appearance in bankruptcy reorganization cases 
under section 1109(a) of the Bankruptcy Code involving debtors, the 
securities of which are registered or required to be registered under 
section 12 of the Securities Exchange Act.
    (f) Approve non-expert, non-privileged, factual testimony by present 
or former staff members, and the production of non-privileged documents, 
when validly subpoenaed; and assert governmental privileges on behalf of 
the Commission in litigation where the Commission appears as a party or 
in response to third party subpoenas.
    (g)(1) With respect to proceedings conducted pursuant to the 
Securities Act of 1933, 15 U.S.C. 77a et seq., the Securities Exchange 
Act of 1934, 15 U.S.C. 78a et seq., the Trust Indenture Act of 1939, 15 
U.S.C. 77aaa et seq., the Investment Company Act of 1940, 15 U.S.C. 80a-
1 et seq., the Investment Advisers Act of 1940, 15 U.S.C. 80b-1 et seq., 
the Securities Investor Protection Act of 1970, 15 U.S.C. 78aaa et seq., 
the provisions of Rule 102(e) of the Commission Rules of Practice, 
Sec. 201.102(e) of this chapter, and Title I of the Sarbanes-Oxley Act 
of 2002, 15 U.S.C. 7211-7219:
    (i) To consider an application for review of an interlocutory ruling 
which an administrative law judge has refused to certify, and to deny 
such application upon determining that the administrative law judge did 
not err in refusing to certify the matter.
    (ii) To consider an interlocutory ruling which an administrative 
judge has certified, and to affirm such ruling

[[Page 46]]

upon determining that such action is appropriate.
    (iii) To issue any order pursuant to an initial decision as to any 
person who has not filed a petition for review within the time provided, 
or has withdrawn his appeal, where the Commission has not on its own 
motion ordered that the initial decision be reviewed.
    (iv) Except where the Commission otherwise directs, to issue 
findings and orders pursuant to offers of settlement which the 
Commission has determined should be accepted.
    (v) To grant petitions for review of initial decisions by a hearing 
officer.
    (vi) To grant motions of staff counsel to discontinue administrative 
proceedings as to a particular respondent who has died or cannot be 
found, or because of a mistake in the identity of a respondent named in 
the order for proceedings.
    (vii) To request additional briefs or grant requests for the 
submission of late or additional briefs, or the acceptance of affidavits 
or other material for inclusion in the record or in support of motions 
or petitions addressed to the Commission.
    (viii) To issue an order dismissing an application for review upon 
the request of the applicant that the application be withdrawn.
    (ix) To issue an order dismissing an exemptive application upon the 
request of the applicant that the application be withdrawn.
    (x) To determine motions to consolidate proceedings pending before 
the Commission.
    (xi) To determine whether to permit or require that a record of 
proceedings be supplemented with additional evidence.
    (xii) To issue an order setting the effective date of sanctions that 
were stayed pending appeal to the federal courts, upon issuance of the 
mandate affirming the Commission's order imposing those sanctions.
    (xiii) To issue a briefing schedule order pursuant to Rule 450 of 
the Commission's Rules of Practice, Sec. 201.450 of this chapter.
    (xiv) To determine motions for expedited briefing schedules.
    (xv) To issue an order raising, pursuant to the provisions of Rule 
411(d) of the Commission's Rules of Practice, Sec. 201.411(d) of this 
chapter, any matter relating to whether any sanction, and if so what 
sanction, is in the public interest.
    (2) With respect to proceedings conducted pursuant to the Securities 
Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.), the Investment Company Act of 1940 (15 U.S.C. 
80a-1 et seq.), the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et 
seq.), the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa 
et seq.) and the provisions of Rule 102(e) of the Commission's Rules of 
Practice (Sec. 201.102(e) of this chapter), to issue findings and orders 
taking the remedial action described in the order for proceedings where 
the respondents expressly consent to such action, fail to appear or 
default in the filing of answers required to be filed; or to grant a 
request, based upon a showing of good cause, to vacate an order of 
default, so as to permit presentation of a defense.
    (3) With respect to proceedings conducted pursuant to the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.), to issue an order 
dismissing an application for review of a denial by a self-regulatory 
organization of an application by a person subject to statutory 
disqualification to become associated with a member firm upon receipt of 
notice from the self-regulatory organization that the firm is no longer 
a member of the self-regulatory organization.
    (4) With respect to proceedings conducted under sections 19(d), (e), 
and (f) of the Securities Exchange Act of 1934, 15 U.S.C. 78s(d), (e), 
and (f), and Title I of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-
7219, to determine that an application for review under any of those 
sections has been abandoned, under the provisions of Rule 420 or 440 of 
the Commission's Rules of Practice, Sec. 201.420 or 201.440 of this 
chapter, or otherwise, and accordingly to issue an order dismissing the 
application.
    (5) With respect to proceedings conducted pursuant to the Securities 
Exchange Act of 1934, 15 U.S.C. 78a et seq., the Investment Company Act 
of 1940, 15 U.S.C. 80a-1 et seq., the Investment Advisers Act of 1940, 
15 U.S.C. 80b-1 et seq., the provisions of Rule 102(e) of the

[[Page 47]]

Commission's Rules of Practice, Sec. 201.102(e) of this chapter, and 
Title I of the Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to 
determine applications to stay Commission orders pending appeal of those 
orders to the federal courts and to determine application to vacate such 
stays.
    (6) With respect to review proceedings pursuant to Sections 19 (d), 
(e), and (f) of the Securities Exchange Act of 1934 (15 U.S.C. 78s (d), 
(e), and (f)), to determine applications for a stay of action taken by a 
self-regulatory organization pending Commission review of that action 
and to determine applications to vacate such stays.
    (7) In connection with Commission review of actions taken by self-
regulatory organizations pursuant to sections 19(d), (e), and (f) of the 
Securities Exchange Act of 1934, 15 U.S.C. 78s(d), (e), and (f), or by 
the Public Company Accounting Oversight Board pursuant to Title I of the 
Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to grant or deny 
requests for oral argument in accordance with the provisions of Rule 451 
of the Commission's Rules of Practice, Sec. 201.451 of this chapter.
    (8) In connection with Commission review of actions taken by the 
Public Company Accounting Oversight Board pursuant to Title I of the 
Sarbanes-Oxley Act of 2002, 15 U.S.C. 7211-7219, to determine whether to 
lift the automatic stay of a disciplinary sanction.
    (h) Notwithstanding anything in paragraph (g) of this section, the 
functions described in paragraph (g) of this section are not delegated 
to the General Counsel with respect to proceedings in which the Chairman 
or the General Counsel determines that separation of functions 
requirements or other circumstances would make inappropriate the General 
Counsel's exercise of such delegated functions. With respect to such 
proceedings, such functions are delegated to the Executive Assistant to 
the Chairman pursuant to Sec. 200.30-16 of this chapter.
    (i) Notwithstanding anything in paragraph (g) of this section, in 
any case described in paragraph (g) of this section in which the General 
Counsel believes it appropriate, he or she may submit the matter to the 
Commission.
    (j) With respect to the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.):
    (1) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (2) To administer the provisions of section 24(d) of the Act (15 
U.S.C. 78x(d)).
    (k) To refer matters and information concerning possible 
professional misconduct to state bar associations and other state 
professional boards or societies.
    (l) File applications in district court under Section 21(e)(1) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78u(e)(1)) to obtain 
orders commanding persons to comply with Commission orders.
    (m)(1) To designate officers empowered to administer oaths and 
affirmations, subpoena witnesses, compel their attendance, take 
evidence, and require the production of any books, papers, 
correspondence, memoranda, contracts, agreements, or other records in 
the course of investigations instituted by the Commission pursuant to 
Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) 
including for possible violations by attorneys of Rule 102(e) of the 
Commission Rules of Practice (17 CFR 201.102(e)).
    (2) To terminate the authority of officers to administer oaths and 
affirmations, subpoena witnesses, compel their attendance, take 
evidence, and require the production of any books, papers, 
correspondence, memoranda, contracts, agreements, or other records in 
the course of investigations instituted by the Commission pursuant to 
Section 21 of the Securities Exchange Act of 1934 (15 U.S.C. 78u) 
including for possible violations by attorneys of Rule 102(e) of the 
Commission Rules of Practice (17 CFR 201.102(e)).

[47 FR 20288, May 12, 1982]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.30-14, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.

[[Page 48]]



Sec. 200.30-15  Delegation of authority to Chief Operating Officer.

    Under Pub. L. 100-181, 101 Stat. 1254 (15 U.S.C. 78d-1, 78d-2), the 
Securities and Exchange Commission hereby delegates, until the 
Commission orders otherwise, the following functions to the Chief 
Operating Officer to be performed by him or her or under his or her 
direction by persons designated by the Chairman of the Commission: To 
identify and implement additional changes within the Commission that 
will promote the principles and standards of the National Performance 
Review and the strategic and quality management approaches described by 
the Federal Quality Institute's ``Presidential Award for Quality'' or 
its successor awards.

[60 FR 14630, Mar. 20, 1995]



Sec. 200.30-16  Delegation of authority to Executive Assistant to 
the Chairman.

    Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 101 
Stat. 1255, 15 U.S.C. 78d-1, and 15 U.S.C. 78d-2, the Securities and 
Exchange Commission hereby delegates, until the Commission orders 
otherwise, the following functions to the Executive Assistant to the 
Chairman (or to such other person or persons designated pursuant to 
paragraph (c) of this section), to be performed by such Executive 
Assistant or under the Executive Assistant's direction by such person or 
persons as may be designated from time to time by the Chairman of the 
Commission (or by such other person or persons designated pursuant to 
paragraph (c) of this section):
    (a) The functions otherwise delegated to the General Counsel under 
Sec. 200.30-14(g) of this chapter, with respect to any proceeding in 
which the Chairman or the General Counsel has determined, pursuant to 
Sec. 200.30-14(h) of this chapter, that separation of functions 
requirements or other circumstances would make inappropriate the General 
Counsel's exercise of such delegated functions.
    (b) Notwithstanding anything in paragraph (a) of this section, in 
any proceeding described in paragraph (a) of this section in which the 
Executive Assistant believes it appropriate, the Executive Assistant may 
submit the matter to the Commission.
    (c) Notwithstanding anything in this section, the functions 
otherwise delegated to the Executive Assistant respecting any proceeding 
in which the Chairman or the Executive Assistant determines that the 
Executive Assistant's exercise of such delegated functions would be 
inappropriate, are hereby delegated to such person or persons, not under 
the Executive Assistant's supervision, as may be designated by the 
Chairman.

[54 FR 18102, Apr. 27, 1989, as amended at 59 FR 39681, Aug. 4, 1994]



Sec. 200.30-17  Delegation of authority to Director of Office of
International Affairs.

    Pursuant to the provisions of Pub. L. 100-181, 101 Stat. 1254, 1255 
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
functions to the Director of the Office of International Affairs to be 
performed by the Director or under the Director's direction by such 
other person or persons as may be designated from time to time by the 
Chairman of the Commission:
    (a) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (b) To administer the provisions of section 24(d) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78x(d)).

[58 FR 52419, Oct. 8, 1993]



Sec. 200.30-18  Delegation of authority to Director of the Office of
Compliance Inspections and Examinations.

    Pursuant to the provisions of Pub. L. 100-181, 101 Stat. 1254, 1255 
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby 
delegates, until the Commission orders otherwise, the following 
authority to the Director of the Office of Compliance Inspections and 
Examinations (``OCIE'') to be performed by the Director or by such

[[Page 49]]

other person or persons as may be designated from time to time by the 
Chairman of the Commission:
    (a) To administer the provisions of Sec. 240.24c-1 of this chapter; 
provided that access to nonpublic information as defined in such Section 
shall be provided only with the concurrence of the head of the 
Commission division or office responsible for such information or the 
files containing such information.
    (b) Pursuant to the Securities Exchange Act of 1934 (``the Exchange 
Act'') (15 U.S.C. 78a et seq.):
    (1) To grant and deny applications for confidential treatment filed 
pursuant to Section 24(b) of the Exchange Act (15 U.S.C. 78x(b)) and 
Rule 24b-2 thereunder (Sec. 240.24b-2 of this chapter); and
    (2) To revoke a grant of confidential treatment for any such 
application.
    (c)(1) Pursuant to Section 17(b) of the Exchange Act (15 U.S.C. 
78q(b)), prior to any examination of a registered clearing agency, 
registered transfer agent, or registered municipal securities dealer 
whose appropriate regulatory agency is not the Commission, to notify and 
consult with the appropriate regulatory agency for such clearing agency, 
transfer agent, or municipal securities dealer.
    (2) Pursuant to section 17(b)(1)(B) of the Exchange Act (15 U.S.C. 
78q(b)(1)(B)), prior to any examination of a broker or dealer registered 
pursuant to section 6(g) of the Exchange Act (15 U.S.C. 78f(g)) or a 
national securities association registered pursuant to section 15A(k) of 
the Exchange Act (15 U.S.C. 78o-3(k)), to notify and consult with the 
Commodity Futures Trading Commission regarding the feasibility and 
desirability of coordinating such examination with examinations 
conducted by the Commodity Futures Trading Commission in order to avoid 
unnecessary regulatory duplication or undue regulatory burdens.
    (d) Pursuant to Section 17(c)(3) of the Exchange Act (15 U.S.C. 
78q(c)(3)), in regard to clearing agencies, transfer agents and 
municipal securities dealers for which the Commission is not the 
appropriate regulatory agency:
    (1) To notify the appropriate regulatory agency of any examination 
conducted by the Commission of any such clearing agency, transfer agent, 
or municipal securities dealer;
    (2) To request from the appropriate regulatory agency a copy of the 
report of any examination of any such clearing agency, transfer agent, 
or municipal securities dealer conducted by such appropriate regulatory 
agency and any data supplied to it in connection with such examination; 
and
    (3) To furnish to the appropriate regulatory agency on request a 
copy of the report of any examination of any such clearing agency, 
transfer agent, or municipal securities dealer conducted by the 
Commission and any data supplied to it in connection with such 
examination.
    (e) To administer the provisions of Section 24(d) of the Exchange 
Act (15 U.S.C. 78x(d)).
    (f) To notify the Securities Investor Protection Corporation 
(``SIPC'') of facts concerning the activities and the operational and 
financial condition of any registered broker or dealer which is or 
appears to be a member of SIPC and which is in or approaching financial 
difficulty within the meaning of Section 5 of the Securities Investor 
Protection Act of 1970, as amended, 15 U.S.C. 78aa et seq.
    (g) Pursuant to Section 15(b)(2)(C) of the Exchange Act (15 U.S.C. 
78o(b)(2)(C)):
    (1) To delay until the second six month period from registration 
with the Commission the inspection of newly registered broker-dealers 
that have not commenced actual operations within six months of their 
registration with the Commission; and
    (2) To delay until the second six month period from registration 
with the Commission the inspection of newly registered broker-dealers to 
determine whether they are in compliance with applicable provisions of 
the Exchange Act and rules thereunder, other than financial 
responsibility rules.
    (h) Pursuant to Section 36 of the Exchange Act (15 U.S.C. 78mm) to 
review and, either unconditionally or on specified terms and conditions, 
grant, or deny exemptions from rule 17a-25 of the Act (Sec. 240.17a-25 
of this chapter), provided that the Division of Trading

[[Page 50]]

and Markets is notified of any such granting or denial of an exemption.
    (i) With respect to the Investment Advisers Act of 1940 (``Advisers 
Act'') (15 U.S.C. 80b-1 et seq.):
    (1) Pursuant to Section 203(h) of the Advisers Act (15 U.S.C.80b-
3(h)), to authorize the issuance of orders cancelling registration of 
investment advisers, or applications for registration, if such 
investment advisers or applicants for registration are no longer in 
existence or are not engaged in business as investment advisers; and
    (2) Pursuant to Rule 204-2(j)(3)(ii) (Sec. 275.204-2(j)(3)(ii) of 
this chapter), to make written demands upon non-resident investment 
advisers subject to the provisions of such rule to furnish to the 
Commission true, correct, complete, and current copies of any or all 
books and records which such non-resident investment advisers are 
required to make, keep current, or preserve pursuant to any provision of 
any rule or regulation of the Commission adopted under the Advisers Act, 
or any part of such books and records which may be specified in any such 
demand.
    (j) With respect to the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.):
    (1) Under section 15(b) of the Act (15 U.S.C. 78o(b)):
    (i) To authorize the issuance of orders granting registration of 
brokers or dealers within 45 days of the acceptance of an application 
for registration as a broker or dealer (or within such longer period as 
to which the applicant consents);
    (ii) To grant registration of brokers or dealers sooner than 45 days 
after acceptance of an application for registration;
    (iii) To authorize the issuance of orders canceling registrations of 
brokers or dealers, or pending applications for registration, if such 
brokers or dealers or applicants for registration are no longer in 
existence or are not engaged in business as brokers or dealers; and
    (iv) To determine whether notices of withdrawal from registration on 
Form BDW shall become effective sooner than the normal 60-day waiting 
period.
    (2) Under section 15B(a) of the Act (15 U.S.C. 78o-4(a)):
    (i) To authorize the issuance of orders granting registration of 
municipal securities dealers within 45 days of the filing of acceptable 
applications for registration as a municipal securities dealer (or 
within such longer period as to which the applicant consents); and
    (ii) To grant registration of municipal securities dealers sooner 
than 45 days after receipt by the Commission of acceptable applications 
for registration.
    (3) Under section 15B(c) of the Act (15 U.S.C. 78o-4(c)):
    (i) To authorize the issuance of orders canceling registrations of 
municipal securities dealers, or pending applications for registration, 
if such municipal securities dealers or applicants for registration are 
no longer in existence or are not engaged in business as municipal 
securities dealers; and
    (ii) To determine whether notices of withdrawal from registration on 
Form MSDW shall become effective sooner than the normal 60-day waiting 
period.
    (4) Under section 15C(a) of the Act (15 U.S.C. 78o-5(a)):
    (i) To authorize the issuance of orders granting registration of 
government securities brokers or government securities dealers for which 
the Commission is the appropriate regulatory agency within 45 days of 
the acceptance of an application for registration as a government 
securities broker or government securities dealer (or within such longer 
period as to which the applicant consents); and
    (ii) To grant registration of government securities brokers or 
government securities dealers for which the Commission is the 
appropriate regulatory agency sooner than 45 days after acceptance of an 
application for registration.
    (5) Under section 15C(c) of the Act (15 U.S.C. 78o-5(c)):
    (i) To authorize the issuance of orders canceling registrations of 
government securities brokers or government securities dealers 
registered with the Commission, or pending applications for 
registration, if such government securities brokers or government 
securities dealers or applicants for registration are no longer in 
existence or are not engaged in business as government

[[Page 51]]

securities brokers or government securities dealers; and
    (ii) To determine whether notices of withdrawal from registration on 
Form BDW shall become effective sooner than the normal 60-day waiting 
period.
    (6) Under section 17A(c) of the Act (15 U.S.C. 78q-1(c)):
    (i) To authorize the issuance of orders granting registration of 
transfer agents within 45 days of the filing of acceptable applications 
for registration as a transfer agent (or within such longer period as to 
which the applicant consents);
    (ii) To grant registration of transfer agents sooner than 45 days 
after receipt by the Commission of acceptable applications for 
registration;
    (iii) To authorize the issuance of orders canceling registrations of 
transfer agents, or pending applications for registration, if such 
transfer agents or applicants for registration are no longer in 
existence or are not engaged in business as transfer agents; and
    (iv) To determine whether notices of withdrawal from registration on 
Form TA-W shall become effective sooner than the normal 60-day waiting 
period.
    (7) Under section 15B(a) of the Act (15 U.S.C. 78o-4(a)):
    (i) To authorize the issuance of orders granting registration of 
municipal advisors within 45 days of the filing of an application for 
registration as a municipal advisor (or within such longer period as to 
which the applicant consents); and
    (ii) To grant registration of municipal advisors sooner than 45 days 
after the filing of an application for registration.
    (8) Under section 15B(c) of the Act (15 U.S.C. 78o-4(c));
    (i) To authorize the issuance of orders canceling the registration 
of a municipal advisor, if such municipal advisor is no longer in 
existence or has ceased to do business as a municipal advisor; and
    (ii) To determine whether notices of withdrawal from registration on 
Form MA-W shall become effective sooner than the 60-day waiting period.
    (k) With respect to the Investment Advisers Act of 1940 (15 U.S.C. 
80b-1 et seq.):
    (1) Under section 203(c) of the Act (15 U.S.C. 80b-3(c)):
    (i) To authorize the issuance of orders granting registration of 
investment advisers within 45 days of the filing of acceptable 
applications for registration as an investment adviser (or within such 
longer period as to which the applicant consents); and
    (ii) To grant registration of investment advisers sooner than 45 
days after receipt by the Commission of acceptable applications for 
registration.
    (2) Under section 203(h) of the Act (15 U.S.C. 80b-3(h)), to 
authorize the issuance of orders canceling registrations of investment 
advisers, or pending applications for registration, if such investment 
advisers or applicants for registration are no longer in existence or 
are not engaged in business as investment advisers.
    (l) With respect to the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.):
    (1) To cause a written notice to be sent by registered or certified 
mail, upon receipt of a copy of a notice sent by or on behalf of the 
Securities Investor Protection Corporation that a broker or dealer has 
failed to timely file any report or information or to pay when due all 
or any part of an assessment as required under section 10(a) of this 
Act, to such delinquent member advising such member that it is unlawful 
for him or her under the provisions of such section of the Act to engage 
in business as a broker-dealer while in violation of such requirements 
of the Act and requesting an explanation in writing within ten days 
stating what he or she intends to do in order to cure such delinquency;
    (2) To authorize formerly delinquent brokers or dealers, upon 
receipt of written confirmation from or on behalf of the Securities 
Investor Protection Corporation that the delinquencies referred to in 
paragraph (c)(1) of this section have been cured, and upon having been 
advised by the appropriate regional office of this Commission and the 
Division of Enforcement and Division of Trading and Markets that there 
is no objection to such member being authorized to resume business, and 
upon there appearing to be no unusual or novel circumstances which would

[[Page 52]]

warrant direct consideration of the matter by this Commission, to resume 
business as registered broker-dealers as provided in section 10(a) of 
this Act.
    (m) Notwithstanding anything in the foregoing, in any case in which 
the Director of the OCIE believes it appropriate, the Director may 
submit the matter to the Commission.

[60 FR 39644, Aug. 3, 1995, as amended at 66 FR 35842, July 9, 2001; 69 
FR 41938, July 13, 2004; 73 FR 40152, July 11, 2008; 73 FR 69532, Nov. 
19, 2008; 78 FR 67632, Nov. 12, 2013]



              Subpart B_Disposition of Commission Business

    Authority: 5 U.S.C. 552b; 15 U.S.C. 78d-1 and 78w.

    Source: 42 FR 14692, Mar. 16, 1977, unless otherwise noted.



Sec. 200.40  Joint disposition of business by Commission meeting.

    Any meeting of the Commission that is subject to the provisions of 
the Government in the Sunshine Act, 5 U.S.C. 552b, shall be held in 
accordance with subpart I of this part. The Commission's Secretary shall 
prepare and maintain a Minute Record reflecting the official action 
taken at such meetings.

[60 FR 17202, Apr. 5, 1995]



Sec. 200.41  Quorum of the Commission.

    A quorum of the Commission shall consist of three members; provided, 
however, that if the number of Commissioners in office is less than 
three, a quorum shall consist of the number of members in office; and 
provided further that on any matter of business as to which the number 
of members in office, minus the number of members who either have 
disqualified themselves from consideration of such matter pursuant to 
Sec. 200.60 or are otherwise disqualified from such consideration, is 
two, two members shall constitute a quorum for purposes of such matter.

[60 FR 17202, Apr. 5, 1995]



Sec. 200.42  Disposition of business by seriatim Commission consideration.

    (a) Whenever the Commission's Chairman, or the Commission member 
designated as duty officer pursuant to Sec. 200.43, is of the opinion 
that joint deliberation among the members of the Commission upon any 
matter is unnecessary in light of the nature of the matter, 
impracticable, or contrary to the requirements of agency business, but 
is of the view that such matter should be the subject of a vote of the 
Commission, such matter may be disposed of by circulation of any 
relevant materials concerning the matter among all Commission members. 
Each participating Commission member shall report his or her vote to the 
Secretary, who shall record it in the Minute Record of the Commission. 
Any matter circulated for disposition pursuant to this subsection shall 
not be considered final until each Commission member has reported his or 
her vote to the Secretary or has reported to the Secretary that the 
Commissioner does not intend to participate in the matter.
    (b) Whenever any member of the Commission so requests, any matter 
circulated for disposition pursuant to Sec. 200.42(a) shall be withdrawn 
from circulation and scheduled instead for joint Commission 
deliberation.

[42 FR 14692, Mar. 16, 1977, as amended at 59 FR 53936, Oct. 27, 1994. 
Redesignated and amended at 60 FR 17202, Apr. 5, 1995]



Sec. 200.43  Disposition of business by exercise of authority delegated
to individual Commissioner.

    (a) Delegation to duty officer. (1) Pursuant to the provisions of 
Pub. L. No. 87-592, 76 Stat. 394, as amended by section 25 of Pub. L. 
94-29, 89 Stat. 163, the Commission hereby delegates to an individual 
Commissioner, to be designated as the Commission's ``duty officer'' by 
the Chairman of the Commission (or by the Chairman's designee) from time 
to time, all of the functions of the Commission; Provided, however, That 
no such delegation shall authorize the duty officer (i) to exercise the 
function of rulemaking, as defined in the Administrative Procedure Act 
of 1946, as codified, 5 U.S.C. 551 et seq., with reference to general 
rules as distinguished from rules of particular applicability; (ii) to 
make any rule, pursuant to section 19(c) of the Securities Exchange Act 
of 1934; or (iii) to preside at the taking of evidence as described

[[Page 53]]

in section 7(a) of the Administrative Procedure Act, 5 U.S.C. 556(b), 
except that the duty officer may preside at the taking of evidence with 
respect to the issuance of a temporary cease-and-desist order as 
provided by Rule 511(c) of the Commission's Rules of Practice, 
Sec. 201.511(c) of this chapter.
    (2) To the extent feasible, the designation of a duty officer shall 
rotate, under the administration of the Secretary, on a regular weekly 
basis among the members of the Commission other than the Chairman.
    (b) Exercise of duty officer authority. (1) The authority delegated 
by this rule shall be exercised when, in the opinion of the duty 
officer, action is required to be taken which, by reason of its urgency, 
cannot practicably be scheduled for consideration at a Commission 
meeting. After consideration of a staff recommendation involving such a 
matter, the duty officer shall forthwith report his or her action 
thereon to the Secretary.
    (2) The duty officer may, when in his or her opinion it would be 
proper and timely, exercise the authority delegated in this section to 
initiate by order a nonpublic formal investigative proceeding pursuant 
to section 19(b) of the Securities Act of 1933 (15 U.S.C. 77s(b)), 
section 21(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(b)), 
section 42(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-
41(b)), section 209(b) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-9(b)), and part 203 (Rules Relating to Investigations) of this title 
(17 CFR part 203). After consideration of a staff recommendation for 
initiation by order of a nonpublic formal investigative proceeding, the 
duty officer shall forthwith report his or her action thereon to the 
Secretary.
    (3) In any consideration of Commission business by a duty officer, 
the provisions of subpart I herein, Sec. 200.400 et seq., shall not 
apply, whether or not the duty officer, in exercising his or her 
authority, consults with, or seeks the advice of, other members of the 
Commission individually.
    (c) Commission affirmation of duty officer action. (1) Any action 
authorized by a duty officer pursuant to Sec. 200.43(a) shall be either 
(i) circulated to the members of the Commission for affirmation pursuant 
to Sec. 200.42; or (ii) scheduled for affirmation at a Commission 
meeting at the earliest practicable date consistent with the procedures 
in subpart I.
    (2)(i) The Commission may, in its discretion, at any time review any 
unaffirmed action taken by a duty officer, either upon its own 
initiative or upon the petition of any person affected thereby. The vote 
of any one member of the Commission, including the duty officer, shall 
be sufficient to bring any such unaffirmed action taken by a duty 
officer before the Commission for review.
    (ii) A person or party adversely affected by any unaffirmed action 
taken by a duty officer shall be entitled to seek review by the 
Commission of the duty officer's unaffirmed actions, but only in the 
event that the unaffirmed action by the duty officer (A) denies any 
request for action pursuant to sections 8(a) or 8(c) of the Securities 
Act of 1933, or the first sentence of section 12(d) of the Securities 
Exchange Act of 1934; (B) suspends trading in a security pursuant to 
section 12(k) of the Securities Exchange Act of 1934; or (C) is pursuant 
to any provision of the Securities Exchange Act of 1934 in a case of 
adjudication, as defined in section 551 of Title 5, U.S. Code, not 
required by that Act to be determined on the record after notice and 
opportunity for hearing (except to the extent there is involved a matter 
described in section 554(a) (1) through (6) of Title 5, United States 
Code).
    (3) Affirmed or unaffirmed action taken by the duty officer shall be 
deemed to be, for all purposes, the action of the Commission unless and 
until the Commission directs otherwise. Rules 430 and 431 of the 
Commission's Rules of Practice, Secs. 201.430 and 201.431 of this 
chapter, shall not apply to duty officer action.

[42 FR 14692, Mar. 16, 1977, as amended at 59 FR 53936, Oct. 27, 1994. 
Redesignated and amended at 60 FR 17202, Apr. 5, 1995; 60 FR 32795, June 
23, 1995; 69 FR 13175, Mar. 19, 2004; 76 FR 71874, Nov. 21, 2011]

[[Page 54]]



                       Subpart C_Canons of Ethics

    Authority: Secs. 19, 28, 48 Stat. 85, 901, as amended, sec. 319, 53 
Stat. 1173; secs. 38, 211, 54 Stat. 841, 855; 15 U.S.C. 77s, 77sss, 78w, 
80a-37, and 80b-11.

    Source: 25 FR 6725, July 15, 1960, unless otherwise noted.



Sec. 200.50  Authority.

    The Canons of Ethics for Members of the Securities and Exchange 
Commission were approved by the Commission on July 22, 1958.



Sec. 200.51  Policy.

    It is characteristic of the administrative process that the Members 
of the Commission and their place in public opinion are affected by the 
advice and conduct of the staff, particularly the professional and 
executive employees. It shall be the policy of the Commission to require 
that employees bear in mind the principles specified in the Canons.



Sec. 200.52  Copies of the Canons.

    The Canons have been distributed to employees of the Commission. In 
addition, executive and professional employees are issued copies of the 
Canons upon entrance on duty.



Sec. 200.53  Preamble.

    (a) Members of the Securities and Exchange Commission are entrusted 
by various enactments of the Congress with powers and duties of great 
social and economic significance to the American people. It is their 
task to regulate varied aspects of the American economy, within the 
limits prescribed by Congress, to insure that our private enterprise 
system serves the welfare of all citizens. Their success in this 
endeavor is a bulwark against possible abuses and injustice which, if 
left unchecked, might jeopardize the strength of our economic 
institutions.
    (b) It is imperative that the members of this Commission continue to 
conduct themselves in their official and personal relationships in a 
manner which commands the respect and confidence of their fellow 
citizens. Members of this Commission shall continue to be mindful of, 
and strictly abide by, the standards of personal conduct set forth in 
its regulation regarding Conduct of Members and Employees and Former 
Members and Employees of the Commission, which is set forth in subpart M 
of this part 200, most of which has been in effect for many years, and 
which was originally codified in 1953.
    (c) However, in addition to the continued observance of those 
principles of personal conduct, it is fitting and proper for the members 
of the Commission to restate and resubscribe to the standards of conduct 
applicable to its executive, legislative and judicial responsibilities.

[25 FR 6725, July 15, 1960, as amended at 31 FR 13533, Oct. 20, 1966]



Sec. 200.54  Constitutional obligations.

    The members of this Commission have undertaken in their oaths of 
office to support the Federal Constitution. Insofar as the enactments of 
the Congress impose executive duties upon the members, they must 
faithfully execute the laws which they are charged with administering. 
Members shall also carefully guard against any infringement of the 
constitutional rights, privileges, or immunities of those who are 
subject to regulation by this Commission.



Sec. 200.55  Statutory obligations.

    In administering the law, members of this Commission should 
vigorously enforce compliance with the law by all persons affected 
thereby. In the exercise of the rulemaking powers delegated this 
Commission by the Congress, members should always be concerned that the 
rulemaking power be confined to the proper limits of the law and be 
consistent with the statutory purposes expressed by the Congress. In the 
exercise of their judicial functions, members shall honestly, fairly and 
impartially determine the rights of all persons under the law.



Sec. 200.56  Personal conduct.

    Appointment to the office of member of this Commission is a high 
honor and requires that the conduct of a member, not only in the 
performance of the duties of his office but also in his everyday life, 
should be beyond reproach.

[[Page 55]]



Sec. 200.57  Relationships with other members.

    Each member should recognize that his conscience and those of other 
members are distinct entities and that differing shades of opinion 
should be anticipated. The free expression of opinion is a safeguard 
against the domination of this Commission by less than a majority, and 
is a keystone of the commission type of administration. However, a 
member should never permit his personal opinion so to conflict with the 
opinion of another member as to develop animosity or unfriendliness in 
the Commission, and every effort should be made to promote solidarity of 
conclusion.



Sec. 200.58  Maintenance of independence.

    This Commission has been established to administer laws enacted by 
the Congress. Its members are appointed by the President by and with the 
advice and consent of the Senate to serve terms as provided by law. 
However, under the law, this is an independent Agency, and in performing 
their duties, members should exhibit a spirit of firm independence and 
reject any effort by representatives of the executive or legislative 
branches of the government to affect their independent determination of 
any matter being considered by this Commission. A member should not be 
swayed by partisan demands, public clamor or considerations of personal 
popularity or notoriety; so also he should be above fear of unjust 
criticism by anyone.



Sec. 200.59  Relationship with persons subject to regulation.

    In all matters before him, a member should administer the law 
without regard to any personality involved, and with regard only to the 
issues. Members should not become indebted in any way to persons who are 
or may become subject to their jurisdiction. No member should accept 
loans, presents or favors of undue value from persons who are regulated 
or who represent those who are regulated. In performing their judicial 
functions, members should avoid discussion of a matter with any person 
outside this Commission and its staff while that matter is pending. In 
the performance of his rule-making and administrative functions, a 
member has a duty to solicit the views of interested persons. Care must 
be taken by a member in his relationship with persons within or outside 
of the Commission to separate the judicial and the rule-making functions 
and to observe the liberties of discussion respectively appropriate. 
Insofar as it is consistent with the dignity of his official position, 
he should maintain contact with the persons outside the agency who may 
be affected by his rule-making functions, but he should not accept 
unreasonable or lavish hospitality in so doing.



Sec. 200.60  Qualification to participate in particular matters.

    The question in a particular matter rests with that individual 
member. Each member should weigh carefully the question of his 
qualification with respect to any matter wherein he or any relatives or 
former business associates or clients are involved. He should disqualify 
himself in the event he obtained knowledge prior to becoming a member of 
the facts at issue before him in a quasi-judicial proceeding, or in 
other types of proceeding in any matter involving parties in whom he has 
any interest or relationship directly or indirectly. If an interested 
person suggests that a member should disqualify himself in a particular 
matter because of bias or prejudice, the member shall be the judge of 
his own qualification.



Sec. 200.61  Impressions of influence.

    A member should not, by his conduct, permit the impression to 
prevail that any person can improperly influence him, that any person 
unduly enjoys his favor or that he is affected in any way by the rank, 
position, prestige, or affluence of any person.



Sec. 200.62  Ex parte communications.

    All proceedings required to be determined by the Commission on the 
record shall be determined by the members solely upon the record and the 
arguments of the parties or their counsel properly made in the regular 
course of such proceeding. A member shall at all times comply with the

[[Page 56]]

Commission's Code of Behavior governing ex parte communications between 
persons outside the Commission and decisional employees, Sec. 200.110 et 
seq.

[28 FR 4446, May 3, 1963]



Sec. 200.63  Commission opinions.

    The opinions of the Commission should state the reasons for the 
action taken and contain a clear showing that no serious argument of 
counsel has been disregarded or overlooked. In such manner, a member 
shows a full understanding of the matter before him, avoids the 
suspicion of arbitrary conclusion, promotes confidence in his 
intellectual integrity and may contribute some useful precedent to the 
growth of the law. A member should be guided in his decisions by a deep 
regard for the integrity of the system of law which he administers. He 
should recall that he is not a repository of arbitrary power, but is 
acting on behalf of the public under the sanction of the law.



Sec. 200.64  Judicial review.

    The Congress has provided for review by the courts of the decisions 
and orders by this Commission. Members should recognize that their 
obligation to preserve the sanctity of the laws administered by them 
requires that they pursue and prosecute, vigorously and diligently but 
at the same time fairly and impartially and with dignity, all matters 
which they or others take to the courts for judicial review.



Sec. 200.65  Legislative proposals.

    Members must recognize that the changing conditions in a volatile 
economy may require that they bring to the attention of the Congress 
proposals to amend, modify or repeal the laws administered by them. They 
should urge the Congress, whenever necessary, to effect such amendment, 
modification or repeal of particular parts of the statutes which they 
administer. In any action a member's motivation should be the common 
weal and not the particular interests of any particular group.



Sec. 200.66  Investigations.

    The power to investigate carries with it the power to defame and 
destroy. In determining to exercise their investigatory power, members 
should concern themselves only with the facts known to them and the 
reasonable inferences from those facts. A member should never suggest, 
vote for, or participate in an investigation aimed at a particular 
individual for reasons of animus, prejudice or vindictiveness. The 
requirements of the particular case alone should induce the exercise of 
the investigatory power, and no public pronouncement of the pendency of 
such an investigation should be made in the absence of reasonable 
evidence that the law has been violated and that the public welfare 
demand it.



Sec. 200.67  Power to adopt rules.

    In exercising its rule-making power, this Commission performs a 
legislative function. The delegation of this power by the Congress 
imposes the obligation upon the members to adopt rules necessary to 
effectuate the stated policies of the statute in the interest of all of 
the people. Care should be taken to avoid the adoption of rules which 
seek to extend the power of the Commission beyond proper statutory 
limits. Its rules should never tend to stifle or discourage legitimate 
business enterprises or activities, nor should they be interpreted so as 
unduly and unnecessarily to burden those regulated with onerous 
obligations. On the other hand, the very statutory enactments evidence 
the need for regulation, and the necessary rules should be adopted or 
modifications made or rules should be repealed as changing requirements 
demand without fear or favor.



Sec. 200.68  Promptness.

    Each member should promptly perform the duties with which he is 
charged by the statutes. The Commission should evaluate continuously its 
practices and procedures to assure that it promptly disposes of all 
matters affecting the rights of those regulated. This is particularly 
desirable in quasi-judicial proceedings. While avoiding arbitrary action 
in unreasonably or unjustly forcing matters to trial, members should 
endeavor to hold counsel to

[[Page 57]]

a proper appreciation of their duties to the public, their clients and 
others who are interested. Requests for continuances of matters should 
be determined in a manner consistent with this policy.



Sec. 200.69  Conduct toward parties and their counsel.

    Members should be temperate, attentive, patient and impartial when 
hearing the arguments of parties or their counsel. Members should not 
condone unprofessional conduct by attorneys in their representation of 
parties. The Commission should continuously assure that its staff 
follows the same principles in their relationships with parties and 
counsel.



Sec. 200.70  Business promotions.

    A member must not engage in any other business, employment or 
vocation while in office, nor may he ever use the power of his office or 
the influence of his name to promote the business interests of others.



Sec. 200.71  Fiduciary relationships.

    A member should avoid service as a fiduciary if it would interfere 
or seem to interfere with the proper performance of his duties, or if 
the interests of those represented require investments in enterprises 
which are involved in questions to be determined by him. Such 
relationships would include trustees, executors, corporate directors, 
and the like.



Sec. 200.72  Supervision of internal organization.

    Members and particularly the Chairman of the Commission should 
scrutinize continuously its internal organization in order to assure 
that such organization handles all matters before it efficiently and 
expeditiously, while recognizing that changing times bring changing 
emphasis in the administration of the laws.



                   Subpart D_Information and Requests

    Authority: 5 U.S.C. 552, as amended, 15 U.S.C. 77f(d), 77s, 
77ggg(a), 77sss, 78m(F)(3), 78w, 80a-37, 80a-44(a), 80a-44(b), 80b-
10(a), and 80b-11, unless otherwise noted.
    Section 200.80 also issued under 5 U.S.C. 552b; 15 U.S.C. 78d-1, 
78d-2; 78a et seq.; 11 U.S.C. 901, 1109(a).
    Section 200.80a also issued under 5 U.S.C. 552b.
    Sections 200.80b and 200.80c also issued under 11 U.S.C. 901, 
1109(a).
    Section 200.82 also issued under 15 U.S.C. 78n.
    Section 200.83 also issued under Exec. Order 12,600, 3 CFR, 1987 
Comp., p. 235.



Sec. 200.80  Commission records and information.

    (a)(1) Information published in the Federal Register. Except as 
provided in paragraph (b) of this section the following materials are 
published in the Federal Register for the guidance of the public:
    (i) Description of the Commission's central and field organization 
and the established places at which, the employees from whom, and the 
methods whereby the public may obtain information, make submittals or 
requests, or obtain decisions;
    (ii) Statements of the general course and method by which the 
Commission's functions are channeled and determined, including the 
nature and requirements of all formal and informal procedures available;
    (iii) Rules of procedure, descriptions of forms available or the 
places at which forms may be obtained, and instructions as to the scope 
and contents of all papers, reports, or examinations;
    (iv) Substantive rules of general applicability adopted as 
authorized by law, and statements of general policy or interpretations 
of general applicability formulated and adopted by the Commission;
    (v) Each amendment, revision, or repeal of the foregoing; and
    (vi) The notice of Commission meetings described in Sec. 200.403, 
but only to the extent, and under the conditions, specified in 
Sec. 200.403.
    (2) Records available for public inspection and copying; documents 
published and indexed. Except as provided in paragraph (b) of this 
section, the following materials are available for public inspection and 
copying from 10 a.m. to 3 p.m., E.T., at the public reference room 
located at 100 F Street, NE.,

[[Page 58]]

Washington, DC, and, except for indices, they are published weekly in a 
document entitled ``SEC Docket'' (see paragraph (e)(8)(ii) of this 
section):
    (i) Final opinions of the Commission, including concurring and 
dissenting opinions, as well as orders made by the Commission in the 
adjudication of cases;
    (ii) Statements of policy and interpretations which have been 
adopted by the Commission and are not published in the Federal Register;
    (iii) Administrative staff manuals and instructions to staff that 
affect a member of the public;
    (iv) A record of the final votes of each member of the Commission in 
every Commission proceeding concluded after July 1, 1967;
    (v) Current indices (published quarterly or more frequently) 
providing identifying information to the public as to the materials made 
available pursuant to paragraphs (a)(2) (i), (ii), and (iii) of this 
section which have been issued, adopted or promulgated after July 1, 
1967, and such other indices as the Commission may determine; and
    (vi) Copies and a general index of all records which have been 
released to any person under the Freedom of Information Act and which, 
because of the nature of their subject matter, the Commission determines 
have become or are likely to become the subject matter of subsequent 
requests for substantially the same records.
    (3) Records created on or after November 1, 1996, which are required 
to be available for public inspection and copying under paragraph (a)(2) 
of this section, shall be made available on the Internet.
    (4) Other records available upon request. Except with respect to the 
records made available under paragraphs (a) (1) and (2) of this section, 
and subject to the provisions of paragraph (b) of this section, 
pertaining to nonpublic matters, the Commission, upon request for 
records which (i) reasonably describes such records and (ii) is made in 
accordance with the rules set forth in paragraphs (d) and (e) of this 
section, stating the time, place, fees (if any) and procedures to be 
followed, shall make the records promptly available to any person. A 
compilation of records generally available at the public reference room 
at the principal office of the Commission appears below as appendix A to 
this subpart (17 CFR 200.80a). Most of the records described in appendix 
A to this section are provided to the public pursuant to the Securities 
Act of 1933, 15 U.S.C. 77f(d), the Securities Exchange Act of 1934, 15 
U.S.C. 78m(f)(4), the Investment Company Act of 1940, 15 U.S.C. 80a-
44(a)(b), and the Investment Advisers Act of 1940, 15 U.S.C. 80b-10(a). 
Arrangements can be made through the Public Reference Branch as 
explained in paragraph (c) of this section for materials to be copied by 
the Commission's contract copying service at fees found in appendix E to 
this section.
    (5) Records available with identifying details deleted. To the 
extent required to prevent a clearly unwarranted invasion of personal 
privacy, identifying details may be deleted from materials made public 
as set forth in paragraphs (a) (1), (2), and (3), of this section, e.g., 
apparently defamatory statements made about any person, information 
received by or given to the Commission in confidence, or any contents of 
personnel and medical and similar files. In addition, certain materials 
which are considered to be nonpublic, as described in paragraph (b) of 
this section may, as authorized by the Commission from time to time, be 
made available for public inspection and copying in an abridged or 
summary form or with identifying details deleted.
    (b) Nonpublic matters. Certain records are nonpublic, but any 
reasonably segregable portion of a record shall be provided to any 
person requesting such record in accordance with paragraphs (d) and (e) 
of this section and after deletion of the portions which are considered 
nonpublic under paragraph (b) of this section. Except for such 
reasonably segregable portions of records, the Commission will generally 
not publish or make available to any person matters that are:
    (1)(i) Specifically authorized under criteria established by an 
executive order to be kept secret in the interest of national defense or 
foreign policy, and (ii) are in fact properly classified pursuant to 
such executive order.

[[Page 59]]

    (2) Related solely to the internal personnel rules and practices of 
the Commission or any other agency, including, but not limited to:
    (i) Operation rules, guidelines, and manuals of procedure for 
investigators, attorneys, accountants, and other employees other than 
those which establish legal requirements to which members of the public 
are expected to conform; or
    (ii) Hiring, termination, promotion, discipline, compensation, or 
reward of any Commission employee or member, the existence, 
investigation, or disposition of a complaint against any Commission 
employee or member, the physical or mental condition of any Commission 
employee or member, the handling of strictly internal matters, matters 
which would tend to infringe on the privacy of the staff or members of 
the Commission, or similar subjects.
    (3) Specifically exempted from disclosure by statute (other than 5 
U.S.C. 552): Provided, That such statute (i) requires that the matters 
be withheld from the public in such a manner as to leave no discretion 
on the issue, or (ii) establishes particular criteria for withholding or 
refers to particular types of matters to be withheld.
    (4) Disclose trade secrets and commercial or financial information 
obtained from a person and privileged or confidential, including, but 
not limited to:
    (i) Information contained in letters of comment in connection with 
registration statements, applications for registration or other material 
filed with the Commission, replies thereto, and related material which 
is deemed to have been submitted to the Commission in confidence or to 
be confidential at the instance of the registrant or person who has 
filed such material unless the contrary clearly appears; and
    (ii) Information contained in any document submitted to or required 
to be filed with the Commission where the Commission has undertaken 
formally or informally to receive such submission or filing for its use 
or the use of specified persons only, such as preliminary proxy material 
filed pursuant to Rule 14a-6 under the Securities Exchange Act (17 CFR 
240.14a-6) or preliminary information statements filed pursuant to Rule 
14c-5 (17 CFR 240.14c-5) before definitive material has been filed with 
the Commission, reports filed pursuant to Rule 316(a) under the 
Securities Act (17 CFR 230.316(a)), agreements filed pursuant to Rule 
15c3-1d(c)(6)(i) under the Securities Exchange Act (17 CFR 240.15c3-
1d(c)(6)(i)), schedules filed pursuant to Part II of Form X-17A-5 (17 
CFR 249.617) in accordance with Rule 17a-5(b)(3) under the Securities 
Exchange Act (17 CFR 240.17a-5(b)(3)), statements filed pursuant to Rule 
17a-5(k)(1) under the Securities Exchange Act (17 CFR 240.17a-5(k)(1)), 
and confidential reports filed pursuant to Rules 17a-10 and 17a-12 under 
the Securities Exchange Act (17 CFR 240.17a-10 and 240.17a-12); and
    (iii) Information contained in reports, summaries, analyses, 
letters, or memoranda arising out of, in anticipation of or in 
connection with an examination or inspection of the books and records of 
any person or any other investigation.
    (5) Interagency or intra-agency memoranda or letters, including 
generally records which reflect discussions between or consideration by 
members of the Commission or members of its staff, or both, of any 
action taken or proposed to be taken by the Commission or by any member 
of its staff, and specifically, reports, summaries, analyses, 
conclusions, or any other work product of members of the Commission or 
of attorneys, accountants, analysts, or other members of the 
Commission's staff, prepared in the course of an inspection of the books 
or records of any person whose affairs are regulated by the Commission, 
or prepared otherwise in the course of an examination or investigation 
or related litigation conducted by or on behalf of the Commission, 
except those which by law would routinely be made available to a party 
other than an agency in litigation with the Commission.
    (6) Personnel and medical files and similar files the disclosure of 
which would constitute a clearly unwarranted invasion of personal 
privacy, including those concerning all employees of the Commission and 
those concerning persons subject to regulation by the Commission.

[[Page 60]]

    (7) Records or information compiled for law enforcement purposes to 
the extent that the production of such records or information:
    (i) Could reasonably be expected to interfere with enforcement 
activities undertaken or likely to be undertaken by the Commission or 
the Department of Justice, or any United States Attorney, or any 
Federal, state, local, foreign governmental authority or foreign 
securities authority, any professional association, or any securities 
industry self-regulatory organization;
    (ii) Would deprive a person of a right to a fair trial or an 
impartial adjudication;
    (iii) Could reasonably be expected to constitute an unwarranted 
invasion of personal privacy;
    (iv) Could reasonably be expected to disclose the identity of a 
confidential source including a state, local or foreign agency or 
authority or any private institution which furnished information on a 
confidential basis, and, in the case of a record or information compiled 
by a criminal law enforcement authority in the course of a criminal 
investigation, or by an agency conducting a lawful national security 
intelligence investigation, information furnished by a confidential 
source;
    (v) Would disclose techniques or procedures or would disclose 
guidelines for law enforcement investigations or prosecutions if such 
disclosure could reasonably be expected to risk circumvention of the 
law; or
    (vi) Could be reasonably expected to endanger the life or physical 
safety of any individual.
    (8) Contained in, or related to, any examination, operating, or 
condition report prepared by, on behalf of, or for the use of, the 
Commission, any other Federal, state, local, or foreign governmental 
authority or foreign securities authority, or any securities industry 
self-regulatory organization, responsible for the regulation or 
supervision of financial institutions.
    (9) Geological and geophysical information and data, including maps, 
concerning wells.
    (c)(1) Public reference facility. In order to disseminate records, 
including those listed in appendix A to this section, the Commission has 
a specially staffed and equipped public reference room located at 100 F 
Street, NE., Washington, DC. Copying machines, which are available to 
requestors on a self-service or contractor-operated basis, can be used 
to make immediate copies up to 8\1/2\ by 11 inches in size of materials 
that are available for inspection in the Washington, DC Headquarters. 
Fees and levels of service are set out in the Commission's schedule of 
fees in appendix E to this section and in information available from the 
public reference room. The Commission accepts only written requests for 
copies of documents.
    (i) The public reference room in Washington, DC has available for 
public inspection all of the publicly available records of the 
Commission as described in paragraph (a) of this section. Upon request, 
and only when suitable arrangements can be made with respect to the 
transportation, storage, and inspection of records, records may be sent 
to any other Commission office for inspection at that office, if the 
records are not needed by the Commission or the staff in connection with 
the performance of official duties. When the records are sent to another 
office at the request of a member of the public, the requestor shall be 
charged all costs incurred by the Commission in transporting the 
records.
    (ii) All regional offices of the Commission have available for 
public examination the materials set forth in paragraph (a)(2) of this 
section and the SEC Docket, SEC News Digest, and other SEC publications. 
Blank forms as well as other general information about the operations of 
the Commission described in paragraph (a)(1) of this section may also be 
available at particular regional offices.
    (iii) The addresses of the Commission's regional offices are:

    Atlanta Regional Office--3475 Lenox Road, NE., Suite 1000, Atlanta, 
GA 30326-1232. Office hours--9 a.m. to 5:30 p.m. E.T.
    Boston Regional Office--33 Arch Street, 23rd Floor, Boston, MA 
02110-1424. Office hours--9 a.m. to 5:30 p.m. E.T.
    Chicago Regional Office--175 West Jackson Boulevard, Suite 900, 
Chicago, IL 60604-2908. Office hours--8:45 a.m. to 5:15 p.m. C.T.
    Denver Regional Office--1801 California Street, Suite 1500, Denver, 
CO 80202-2656. Office hours--8 a.m. to 4:30 p.m. M.T.

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    Fort Worth Regional Office--Burnett Plaza, Suite 1900, 801 Cherry 
Street, Unit #18, Fort Worth, TX 76102-6882. Office hours--8:30 a.m. to 
5 p.m. C.T.
    Los Angeles Regional Office--5670 Wilshire Boulevard, 11th Floor, 
Los Angeles, CA 90036-3648. Office hours--8:30 a.m. to 5 p.m. P.T.
    Miami Regional Office--801 Brickell Avenue, Suite 1800, Miami, FL 
33131-4901. Office hours--9 a.m. to 5:30 p.m. E.T.
    New York Regional Office--3 World Financial Center, Suite 400, New 
York, NY 10281-1022. Office hours--9 a.m. to 5:30 p.m. E.T.
    Philadelphia Regional Office--701 Market Street, Suite 2000, 
Philadelphia, PA 19106-1532. Office hours--9 a.m. to 5:30 p.m. E.T.
    Salt Lake City Regional Office--15 W. South Temple Street, Suite 
1800, Salt Lake City, UT 84101-1573. Office hours--8 a.m. to 4:30 p.m. 
M.T.
    San Francisco Regional Office--44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716. Office hours--8:30 a.m. to 5 p.m. P.T.

    (2) Public reference inquiries. Inquiries concerning the nature and 
extent of records available at the Commission's public reference room in 
Washington may be made in person or in writing. The addresses of all 
Commission Regional Offices are set forth at paragraph (c)(1) of this 
section. Written inquiries may be addressed to the Securities and 
Exchange Commission, Public Reference Branch, 100 F Street, NE., 
Washington, DC 20549.
    (3) Electronic filings made through the Electronic Data Gathering, 
Analysis, and Retrieval system are publicly available through the 
Commission's Web site (http://www.sec.gov).
    (d) Requests for Commission records and copies thereof--(1) Time and 
place of requests for access to Commission records. Requests for access 
to records available through the Commission's public reference facility 
may be made in person from 10 a.m. to 3 p.m., E.T., at this facility or 
by mail directed to the Public Reference Branch, Securities and Exchange 
Commission, Washington, DC 20549. In addition, access to agency records 
not available in the public reference facility may be requested pursuant 
to the Freedom of Information Act. Such requests must be in writing, 
should be clearly and prominently identified by a legend on the first 
page, such as ``Freedom of Information Act Request'', and should be 
addressed to the Freedom of Information Act Officer, SEC, 100 F Street, 
NE., Washington, DC 20549. The request may also be made by facsimile 
(202-772-9337) or by Internet (foia/[email protected]).
    (2) Requests for copies of records. Requests for copies of 
Commission records available through the Commission's public reference 
facility, including those listed in appendix A to this section, may be 
made directly to the facility either in person or by mail addressed to 
the Securities and Exchange Commission, Public Reference Branch, 
Washington, DC 20549. Levels of service and charges for copies are set 
out in the Commission's schedule of fees in appendix E to this section. 
Requests for copies of materials to which access has been granted 
pursuant to a Freedom of Information Act request will be processed 
pursuant to regulations found in this section in paragraphs (e)(9) and 
(e)(10) and at charges set out in appendix E to this section.
    (3) Description of requested records. Each request for Commission 
records or copies thereof shall reasonably describe the records sought 
with sufficient specificity with respect to names, dates and subject 
matter to permit the records to be located among the records maintained 
by or for the Commission. A person who has requested Commission records 
or copies thereof will be promptly advised if the records cannot be 
located on the basis of the description given and that further 
identifying information must be provided before his request can be 
satisfied.
    (4) Normal availability. Records maintained in the Commission's 
public reference facility or copies thereof will normally be made 
available in keeping with levels of service and fees set out in appendix 
E to this section. Records requested pursuant to the Freedom of 
Information Act will be made available as described in paragraphs (e)(9) 
and (e)(10) of this section.
    (5) Initial determination; multi-track processing, and denials--(i) 
Time within which to respond. When a request complies with the 
procedures in this section for requesting records under the Freedom of 
Information Act, a response shall be sent within 20 business days from 
the date the Office of FOIA Services receives the request, except as 
described in paragraphs (d)(5)(ii) and

[[Page 62]]

(iii) of this section. If that Office has identified the requested 
records, the response shall state that the records are being withheld, 
in whole or in part, under a specific exemption or are being released. 
If that Office cannot locate any requested records, the response shall 
advise the requester accordingly.
    (ii) Voluminous records. The amount of separate and distinct records 
which are demanded in a single request or the amount of time or work (or 
both) involved may be such that the review of the records cannot be 
completed within 20 business days, as prescribed in paragraph (d)(5)(i) 
of this section. In such a case, the Office of Freedom of Information 
and Privacy Act Operations shall inform the requester of the approximate 
volume of the records and give him or her the option of limiting the 
scope of the request to qualify for 20-day processing or placing the 
request in the Commission's first-in, first-out (FIFO) system for 
reviewing voluminous records. In the latter case, the Office will inform 
the requester of the approximate time when the review will start. The 
FIFO system allows the Commission to serve all those requesting 
voluminous records on a first-come, first-served basis, such that all 
releasable records sought will be released at one time, unless the 
requester specifically requests that releasable records be released 
piecemeal as they are processed.
    (iii) Expedited processing. The Office of Freedom of Information and 
Privacy Act Operations shall grant a request for expedited processing if 
the requester demonstrates a compelling need for the records. 
``Compelling need'' means that a failure to obtain the requested records 
on an expedited basis could reasonably be expected to pose an imminent 
threat to an individual's life or physical safety or, if the requester 
is primarily engaged in disseminating information, an urgency to inform 
the public of actual or alleged Federal government activity. A 
compelling need shall be demonstrated by a statement, certified to be 
true and correct to the best of the requester's knowledge and belief. 
The Office of Freedom of Information and Privacy Act Operations shall 
notify the requester of the decision to grant or deny the request for 
expedited treatment within ten business days of the date of the request. 
A request for records that has been granted expedited processing shall 
be processed as soon as practicable.
    (iv) Notice of denial. Any notification of denial of any request for 
records shall state the name and title or position of the person 
responsible for the denial of the request, the reason for the decision, 
and the right of the requester to appeal to the General Counsel. The 
decision shall estimate the volume of records that are being withheld in 
their entirety, unless giving such an estimate would harm an interest 
protected by the applicable exemption. The amount of information 
redacted shall be indicated on the released portion of the record and, 
if technically feasible, at the place where the redaction is made.
    (v) Form of releasable records. Releasable records shall be made 
available in any form or format requested if they are readily 
reproducible in that form or format.
    (6) Administrative review. Any person who has received no response 
to a request within the period prescribed in paragraph (d)(5) of this 
section or within an extended period permitted under paragraph (d)(7) of 
this section, or whose request has been denied under paragraph (d)(5) of 
this section, may appeal the adverse decision or failure to respond to 
the General Counsel.
    (i) Time limits and content of appeal. Appeals shall be clearly and 
prominently identified at the top of the first page with the legend 
``Freedom of Information Act Appeal'' and shall provide the assigned 
request number. Copies of the request and the SEC's response, if any, 
should be included with the appeal. If an appeal is from an adverse 
decision, it must be received within ninety (90) calendar days of the 
date of the adverse decision. If only a portion of the decision is 
appealed, the requester must specify which part of the decision is being 
appealed. An appeal from an adverse decision should also identify the 
name of the deciding official, the date of the decision, and the precise 
subject matter of the appeal. An appeal is not perfected until

[[Page 63]]

the SEC receives the information identified in this paragraph (d)(6)(i).
    (ii) How to file and address a written appeal. The appeal must be 
sent to both the General Counsel and the Office of FOIA Services at 100 
F Street NE., Washington, DC 20549. The SEC accepts facsimiles (faxes) 
and emails as written FOIA appeals. Information regarding where to fax 
or email a FOIA appeal is available on the SEC's FOIA home page on the 
Commission's Web site at http://www.sec.gov/foia.shtml. A legible return 
address must be included with the FOIA appeal. The requester may also 
include other contact information, such as a telephone number and/or an 
email address.
    (iii) The appeal may include such facts and cite such legal or other 
authorities as the person submitting the appeal may consider 
appropriate.
    (iv) The General Counsel shall have the authority to grant or deny 
all appeals, in whole or in part, and to release as an exercise of 
discretion records exempt from mandatory disclosure under 5 U.S.C. 
552(b). In appropriate cases he or she may, in his or her sole and 
unfettered discretion, refer appeals to the Commission for 
determination.
    (v) A determination with respect to any appeal shall be made within 
twenty days (excepting Saturdays, Sundays and legal public holidays) 
after the receipt of such appeal or within such extended period as may 
be permitted in accordance with paragraph (d)(7) of this section.
    (vi) A denial of an appeal in whole or in part shall set forth the 
basis for the denial, and shall advise the requester that judicial 
review of the decision is available in accordance with 5 U.S.C. 
552(a)(4).
    (7) Extension of time to consider requests and to consider 
administrative appeals. In unusual circumstances, as specified in this 
paragraph, the time limits prescribed in either paragraphs (d) (5) or 
(6) of this section may be extended by written notice to the person 
making a request for a record or a copy, setting forth the unusual 
circumstances for such extension and the date on which a determination 
is expected to be dispatched. No such notice shall specify a date that 
would result in an extension for more than ten business days, except as 
provided in paragraph (d)(8) of this section. As used in this paragraph, 
``unusual circumstances'' means, but only to the extent reasonably 
necessary to the proper processing of the particular request:
    (i) The need to search for and collect the requested records from 
field facilities or other establishments that are separate from the 
office processing the request. (Many records of the Commission are 
stored in Federal Records Centers in accordance with law--including many 
of the documents which have been on file with the Commission for more 
than 2 years--and cannot be made available for several days after a 
request has been made. Other records may temporarily be located at a 
regional office of the Commission. Any person who has requested for 
personal examination a record stored at the Federal Records Center or 
temporarily located in a regional office of the Commission will be 
notified when and where the record will be made available to him. Any 
person who has ordered a copy of such record will be provided with a 
copy as soon as practicable). Some records have been disposed of in 
accordance with the Commission's Records Control Schedule (17 CFR 
200.80(f)).
    (ii) The need to search for, collect, and appropriately examine a 
voluminous amount of separate and distinct records which are demanded in 
a single request. (While every reasonable effort will be made fully to 
comply with each request as promptly as possible on a first-come, first-
served basis, work done to search for, collect and appropriately examine 
records in response to a request for a large number of records will be 
contingent upon the availability of processing personnel in accordance 
with an equitable allocation of time to all members of the public who 
have requested or wish to request records.)
    (iii) The need for consultation, which shall be conducted with all 
practicable speed, with another agency having a substantial interest in 
the determination of the request or among two or

[[Page 64]]

more components within the Commission having substantial subject-matter 
interest therein.
    (8) Inability to meet time limits. If a request for records cannot 
be processed within the time prescribed under paragraph (d)(7) of this 
section, the Commission shall so notify and give the requester an 
opportunity to modify the request so that it may be processed within 
that time or to arrange an alternative time for processing the request 
or a modified request.
    (i) Records in use for another member of the public. Any record 
being inspected by or copied for another member of the public will be 
made available as soon as practicable.
    (ii) Records in use by a member of the Commission or its staff. 
Although every effort will be made to make a record in use by a member 
of the Commission or its staff available when requested, it may 
occasionally be necessary to delay making such a record available when 
doing so at the time the request is made would seriously interfere with 
the work of the Commission or its staff.
    (iii) Missing or lost records. Any person who has requested a record 
or copy will be notified if the record sought cannot be found. If he so 
requests, he will be notified if it should subsequently be located.
    (9) Misdirected written requests. The Commission cannot assure that 
a timely or satisfactory response will be given to written requests for 
inspection or copies of records that are directed to the Commission 
other than in the manner prescribed in paragraphs (d) (1) and (2) of 
this section. Any staff member who receives a written request for 
records should promptly forward the request to the Freedom of 
Information Act Officer. Misdirected requests for records will be 
considered to have been received for purposes of paragraph (d) of this 
section only when they have been actually received by the Freedom of 
Information Act Officer. The Commission will not entertain any appeal 
from an alleged denial or failure to comply with a misdirected request, 
unless it is clearly shown that the request was in fact received by the 
Freedom of Information Act Officer.
    (e) Fees for records services. Information pertaining to search and 
review services, including locating, reviewing, and making records 
available, attestations and copying, appears in appendix E to this 
subpart, Sec. 200.80e. A schedule of fees is located at the Commission's 
Web site at http://www.sec.gov/foia/feesche.htm.
    (1) Services provided without charge. Where a request for records 
pursuant to the Freedom of Information Act is determined not to serve a 
commercial purpose as defined in paragraph (e)(10)(ii) of this section, 
a total of two staff hours of search and review and one hundred pages of 
duplication as defined in paragraphs (e)(9)(i), (e)(9)(ii) and 
(e)(9)(iii) of this section, respectively, shall be made available 
without charge in the form most economical for the government.
    (2) Services for which fees are charged. For records available 
through the Commission's public reference facility, requestors may make 
arrangements for duplication in accordance with provisions of the 
Commission's dissemination contract. Copies of that contract, which 
contain tables of charges, may be inspected in the public reference 
room, 100 F Street, NE., Washington, DC. A complete schedule of services 
offered by the contractor and fees charged for those services is 
available through the Commission's public reference facility. Fees for 
services provided in connection with requests made pursuant to the 
Freedom of Information Act shall be assessed as set out in appendix E to 
this section and in keeping with guidelines and procedures described in 
paragraphs (e)(9) and (e)(10) of this section.
    (3) Requests requiring large expenditures. A request for Commission 
records may state that the requesting person is willing to pay fees up 
to a stated limit for services to be provided in locating, reviewing and 
making available requested records. In such circumstances, no work will 
be done that will result in fees beyond the stated limit without further 
written authorization. If no limit is initially stated by the person 
requesting records or copies, services in locating and making available 
the requested records will not be done so as

[[Page 65]]

to exceed fees of $28 (exclusive of applicable copying charges) without 
the express written authorization by the requesting person, and he will 
be so informed.
    (4) Waiver or reduction of fees. (i) The Office of Freedom of 
Information and Privacy Act Operations may waive or reduce search, 
review, and duplication fees if:
    (A) Disclosure of the requested records is in the public interest 
because it is likely to contribute significantly to public understanding 
of the operations or activities of the government; and
    (B) Disclosure is not primarily in the commercial interest of the 
requester.
    (ii) The Office of Freedom of Information and Privacy Act Operations 
will determine whether disclosure is likely to contribute significantly 
to public understanding of the operations or activities of the 
government based upon four factors:
    (A) Whether the subject of the requested records concerns the 
operations and activities of the Federal government;
    (B) Whether the requested records are meaningfully informative on 
those operations or activities so that their disclosure would likely 
contribute to increased public understanding of specific operations or 
activities of the government;
    (C) Whether disclosure will contribute to the understanding of the 
public at large, rather than the understanding of the requester or a 
narrow segment of interested persons; and
    (D) Whether disclosure would contribute significantly to public 
understanding of the governmental operations or activities.
    (iii) The Office of Freedom of Information and Privacy Act 
Operations will determine whether disclosure of the requested records is 
not primarily in the commercial interest of the requester based upon two 
factors:
    (A) Whether disclosure would further any commercial interests of the 
requester; and
    (B) Whether the public interest in disclosure is greater than the 
requester's commercial interest.
    (iv) If only a portion of the requested records satisfies both the 
requirements for a waiver or reduction of fees, a waiver or reduction of 
fees will be granted for only that portion.
    (v) A request for a waiver or reduction of fees may be a part of a 
request for records. Such requests should address all the factors 
identified in paragraphs (e)(4)(ii) and (e)(4)(iii) of this section.
    (vi) Denials of requests for a waiver or reduction of fees may be 
appealed to the General Counsel in accordance with the procedure set 
forth in paragraph (d)(6) of this section.
    (5) Records obtained from Federal Records Centers. When, to fill a 
request for inspection or copying, records are required to be obtained 
from a Federal Records Center, fees, in addition to those provided on 
the Commission's current schedule of fees, will be charged to the extent 
authorized or required by rules or regulations promulgated by the 
National Archives and Records Administration.
    (6) Attestations. In addition to any other fees or charges which may 
apply, a fee will be charged for records attestations as provided in the 
Commission's current schedule of fees. The seal of the Commission will 
be affixed to all attestations without additional charge.
    (7) Copying services. Copies of records filed with or retained by 
the Commission, or portions thereof, will be provided subject to fees 
established by agreement between the Commission and a private contractor 
as set forth in the Commission's current schedule of fees and, where 
applicable, procedures and guidelines for Freedom of Information Act 
requests as set out in paragraphs (e)(9) and (e)(10) of this section.
    (i) Facsimile copies. Requests for facsimile copies may be made 
either in person at the Commission's Washington, DC public reference 
room, or by mail addressed to the Securities and Exchange Commission, 
Public Reference Room, 100 F Street, NE., Washington, DC 20549. The 
contractor will send copies directly to the purchaser unless attestation 
is requested. Persons who request copies of documents through the public 
reference room will be billed by the contractor at regulated prices, and 
will be billed separately by the Commission for search, review and 
attestation charges, if any. Copies of

[[Page 66]]

documents requested directly from the contractor or from any other 
information service or vendor are not subject to regulated prices. 
Special classes of copying services, such as telecopies, not listed 
herein or in the current schedule of fees posted in the public reference 
room, are not provided or regulated by the Commission, but may be 
obtained from private vendors at market prices.
    (ii) Microfiche copies. A contractor also makes available to the 
public microfiche copies of certain public documents on file with the 
Commission, at prices and on terms governed by its contract with the 
Commission. Microfiche services include subscription microfiche service 
on an annual basis. Microfiche subscription prices are regulated by the 
Commission whether requested through the public reference room or 
directly from the contractor. Certain other microfiche services are 
provided at prices that are regulated by the Commission only if ordered 
through the Commission's public reference room. The Commission will 
accept only subscription requests made in writing, although the 
contractor may elect to accept subscription requests by telephone. All 
microfiche subscription charges are payable directly to the contractor, 
whether placed through the Commission or not. Information concerning the 
types and cost of regulated microfiche services may be obtained by 
writing to the Commission at its public reference room located at 100 F 
Street, NE., Washington, DC 20549.
    (iii) Transcripts of public hearings. Copies of the transcripts of 
recent public hearings may be obtained from the reporter subject to the 
fees established annually by contract between the Commission and the 
reporter. Copies of that contract, which contains tables of charges, may 
be inspected in the public reference room, 100 F Street, NE., 
Washington, DC and in each regional office. Copies of other public 
transcripts may be obtained, in the manner of other Commission records, 
subject to the charges referred to in paragraph (e)(7)(i) of this 
section.
    (8) Releases and publications. (i) The Commission's decisions, 
reports, orders, rules and regulations are published initially in the 
form of releases and distributed.
    (ii) The Commission publishes daily the SEC News Digest, which 
summarizes the releases published by the Commission each day, contains 
Commission announcements, and lists certain filings with the Commission. 
The Commission publishes weekly the SEC Docket, which prints the full 
text of every Commission release.
    (iii) The Commission publishes an annual report to the Congress 
which sets forth the results of the Commission's operations during the 
past fiscal year under the various statutes committed to its charge. 
Copies may be obtained from the Superintendent of Documents, U.S. 
Government Printing Office, Washington, DC 20402.
    (iv) The Commission also makes other information in the fields of 
securities and finance, including economic studies, available to the 
public through the issuance of releases on specific subject matters.
    (v) A classification of the releases available from the Commission 
appears below as appendix B to this section. Other publications 
available from the Commission are set forth in appendix C to this 
section. Copies of rules, regulations, and miscellaneous publications 
set forth in appendix D to this section may be purchased from the 
Superintendent of Documents, U.S. Government Printing Office, 
Washington, DC 20402.
    (9) Fees for services required for processing Freedom of Information 
Act Requests. In cases where records are requested pursuant to the 
Freedom of Information Act and according to procedures set forth in 
paragraph (d)(1) of this section, fees shall be charged as set out in 
the Commission's current schedule of fees, appendix E to this section, 
for services as described in the following:
    (i) Search. The term ``search'' includes all time spent looking for 
material manually or by using electronic data processing equipment that 
is responsive to a request, as distinguished from ``review'' as defined 
at paragraph (e)(9)(ii) of this section. Searching for requested and 
specifically identified information, as described in paragraph (d)(1) of 
this section, includes the cost

[[Page 67]]

of staff time devoted to the search as indicated in appendix E to this 
section and direct costs for use of Commission electronic data 
processing equipment.
    (ii) Review. The term ``review'' refers to the process of examining 
documents located in response to a request to determine whether any 
portion of any document is permitted to be withheld pursuant to 
provisions of the Freedom of Information Act. It also includes 
processing any documents for disclosure, e.g., doing all that is 
necessary to excise material from and otherwise prepare them for 
release.
    (iii) Duplication. The term ``duplication'' refers to producing 
paper or microform copies of records. The Commission shall charge for 
duplication as established by agreement between the Commission and a 
private contractor. These charges are currently set out in appendix E to 
this section. Such charges shall be set so as not to exceed the direct 
cost that would be incurred by the Commission if it were to perform such 
services itself, as calculated to include the salary of operators, the 
cost of reproduction machinery, the cost of material and any other 
direct costs incurred by the Commission in copying materials responsive 
to a Freedom of Information Act request.
    (iv) Partial exemption from fee provisions. No fees shall be charged 
for the first two hours of search time and the first one hundred pages 
of materials for requesters described in paragraphs (e)(10)(i) and 
(e)(10)(iii) of this section.
    (v) Minimum fee. Fees will not be charged if the normal cost of 
collecting a fee would be equal to or greater than the fee itself.
    (10) Classification of Freedom of Information Act requesters for 
purposes of assessing fees. Parties requesting records pursuant to the 
Freedom of Information Act will be classified and charged fees described 
in appendix E to this section as follows:
    (i) The following types of requesters shall be charged for 
duplication of records as described in paragraph (e)(9)(iii) of this 
section as qualified in paragraph (e)(9)(iv) of this section: 
Educational institutions requesting information for purposes of 
scholarly research; non-commercial scientific institutions requesting 
information for purposes of scientific research; and representatives of 
the news media requesting information concerning current events or 
matters of current interest to the general public.
    (ii) Commercial requesters, defined as parties other than those 
mentioned in paragraph (e)(10)(i) of this section who are requesting 
information to be used in any way which could reasonably be expected to 
result in corporate or personal financial gain or profit, shall be 
charged for search, review and duplication of records as described in 
paragraphs (e)(9)(i), (e)(9)(ii) and (e)(9)(iii), respectively, of this 
section.
    (iii) All parties other than those described in paragraphs 
(e)(10)(i) and (e)(10)(ii) of this section requesting access to such 
records shall be charged for search and duplication of records as 
described in paragraphs (e)(9)(i) and (e)(9)(iii) of this section, 
respectively, as qualified in paragraph (e)(9)(iv) of this section.
    (11) Appeal of classification. Classification under the provisions 
of paragraph (e)(10) of this section may be appealed to the General 
Counsel in accordance with the procedure set forth in paragraph (d)(6) 
of this section.
    (12) Aggregation of requests. If the Freedom of Information Act 
Officer reasonably believes that a requester or group of requesters 
acting in concert is attempting to divide one request into a series of 
requests for the purpose of evading the assessment of fees, those 
requests may be aggregated and charges assessed accordingly.
    (13) Advance payment. The Freedom of Information Act Officer may 
require advance payment of fees expected to be incurred in connection 
with a request, but only when the subject requester has failed to make 
timely payment in the past, or when the estimated processing costs 
exceed $250.00 and the requester has no previous payment records or has 
failed to make timely payment in the past. Processing in such cases 
shall be delayed until advance payment is received and statutory time 
limits will be appropriately extended.
    (14) Interest on unpaid bills. On the 31st day following the date of 
a bill to a requester, the Commission may begin assessing interest on 
the unpaid

[[Page 68]]

amount at the rate prescribed in section 3717 of title 31 of the U.S. 
Code. Interest will accrue from the date of the bill.

[40 FR 8799, Mar. 3, 1975]

    Editorial Note: For Federal Register citations affecting 
Sec. 200.80, see the List of CFR Sections Affected, which appears in the 
Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 200.80a  Appendix A--Documentary materials available to the public.

                     [See footnotes at end of table]
------------------------------------------------------------------------
                Description                     Pursuant to section--
------------------------------------------------------------------------
                         Securities Act of 1933
------------------------------------------------------------------------
Registration statement providing financial  6
 and other information concerning
 securities offered for public sale, filed
 under Regulation C (17 CFR 230.400 et
 seq.).
Prospectuses (selling circulars) in         10
 connection with registration statement.
Periodic reports (annual, quarterly, and    (\1\)
 current) to keep reasonably current the
 information in registration statement.
Requests for extension of time to file      (\2\)
 information, document, or report.
Reports of sales of registered securities   19(a), 20(a)
 and use of proceeds thereunder by first
 time registrants.
Report by issuers of securities quoted on   (\1\)
 NASDAQ Inter-Dealer Quotation System.
Preliminary data (prospectus, circular      3(b)
 letters, etc.) to oil offering
 (Regulation B) (17 CFR 230.300 et seq.).
Offering sheets for oil or gas rights and   3(b)
 royalties under Regulation B for
 exemption from registration provisions
 (17 CFR 230.300 et seq.).
Notifications of exemption from             3(b)
 registration filed under Regulation A, E,
 and F (17 CFR 230.251, 230.601, 230.651
 et seq.).
Offering circulars and written              3(b)
 advertisements or other communications
 under Regulations A, E, and F (17 CFR
 230.251, 230.601, 230.651 et seq.).
Report of sales and use of proceeds         3(b)
 (Regulations A and E) (17 CFR 230.251,
 230.601 et seq.).
Consent by non-resident to service of       3(b)
 process (Regulation A) (17 CFR 230.251 et
 seq.).
Application for relief from disability      3(b)
 under Regulations A and F (17 CFR 230.651
 et seq.).
Notice of proposed resale of restricted     4(1), 4(4)
 securities and resale of securities by
 control persons (17 CFR 230.144).
Notice of proposed sale by non-controlling  3(b)
 person of restricted securities of
 issuers which do not satisfy all of the
 conditions of Rule 144 (17 CFR 230.237).
Notice of sale of securities by closely     3(b)
 held issuers (issuers with 100 or less
 beneficial owners) other than investment
 companies, registered or required to be
 registered under the Investment Company
 Act of 1940 (17 CFR 230.240).
------------------------------------------------------------------------


                     [See footnotes at end of table]
------------------------------------------------------------------------
                Description                     Pursuant to section--
------------------------------------------------------------------------
                     Securities Exchange Act of 1934
------------------------------------------------------------------------
Registration statement (securities listed   12(b)
 on a national securities exchange).
Registration statement (securities traded   12(g)
 over-the-counter).
Exemption from section 12(g), 13, 14, 15,   12(h)
 or 16.
Information by a foreign issuer             12(g)(3)
 temporarily exempt from section 12(g).
Certification of exchange approving         12(d)
 securities for listing and registration.
Periodic reports (annual, quarterly and     13(a)
 current) to keep current the information
 in the above registration statements.
Request for extension of time to file       12(b)
 information, document, or report.
Correspondence between the Commission and   13(a), 15(d)
 registrants that are delinquent in filing
 certain required reports.
Report by issuers of securities quoted on   15(d), 13(a)
 NASDAQ Inter-Dealer Quotation System.
Certificate of termination of Registration  (\3\)
 for a class of security.
Notices of suspension of trading..........  12(d)
Application to withdraw or strike a         12(d)
 security from listing and registration on
 a national securities exchange.
Notification by an exchange of the          12(a)
 admission to trading of a substituted or
 additional class of security.
Definitive proxy soliciting materials       14(a)
 filed under Regulation 14A (17 CFR
 240.14a-1 et seq.).
Distribution of information to security     14(c)
 holders from whom proxies are not
 solicited filed under Regulation C (17
 CFR 230.400 et seq.).
Acquisitions, tender offers and             13(d), 14(d)
 solicitations. (17 CFR 240.14d-1 et seq.).
Initial statement of beneficial ownership   16(a)
 of equity securities by officers,
 directors and principal stockholders of
 issuers having listed equity securities;
 and changes in such ownership.
Application for permission to extend        12(f)
 unlisted trading privileges, notification
 of changes, and notification of
 termination or suspension.
Application for registration as a broker    15(b)
 and dealer, and amendments or supplements
 to such application.
Reports of financial condition of           17
 registered brokers and dealers.
Application for registration as a transfer  17A(c)
 agent and amendments to such application.
Application for registration as a           15B(a)
 municipal securities dealer.
Application for registration or exemption   11A(b)
 as a securities information processor.
Application for registration or exemption   17A(b)
 as a clearing agency.
Irrevocable appointment of agent for        23(a)
 service of process, pleadings and other
 papers.

[[Page 69]]

 
Notice by non-resident broker or dealer     17
 specifying address of place in United
 States where copies of books and records
 are located and undertaking to furnish to
 Commission, upon demand, copies of books
 and records he is required to maintain.
Subordination agreements..................  15
Initial assessment and information form     15(b)(8)
 for registered brokers and dealers not
 members of a registered national
 securities association.
Annual assessment and information form for  15(b)(8)
 registered brokers and dealers not
 members of a registered national
 securities association.
Reports of market makers and other          17(a)
 registered broker-dealers in securities
 traded on national securities exchanges.
Reports by registered brokers and dealers   17(a)
 who are OTC Market in Makers in any OTC
 Margin Securities.
Proposed rule changes by all self-          19(b)
 regulatory organizations.
Notice as to stated policies, practices     19(b)
 and interpretations of self-regulatory
 organizations.
Application by an exchange for              6(a)
 registration or exemption from
 registration as a national securities
 exchange.
Annual amendments and supplemental          6(e)
 material filed to keep reasonably current
 the information contained in application
 for registration or exemption.
Record disposal plan of national            17
 securities exchanges.
Application for listing securities on an    12(b)
 exempted exchange.
Periodic reports to keep reasonably         13
 current the information contained in
 application for listing securities on
 exempted exchange.
Certification of exempted exchange          12(d)
 approving securities for listing.
Application for registration as a national  15A
 securities association or affiliated
 securities association.
Annual supplement consolidated to keep      15A
 reasonably current the information in the
 above application.
Report of changes in membership status of   17, 19
 any of its members required of national
 securities exchanges and registered
 national securities associations.
Application by a national securities        15A(b)(4)
 association or a broker or dealer for
 admission or continuance of a broker or
 dealer as member of a national securities
 association, notwithstanding a
 disqualification under section 15A(b)(4).
Application for review of disciplinary      15A(g)
 action or denial of membership by
 registered securities association.
Reports on stabilizing activities           17
 pertaining to a fixed price offering of
 securities registered or to be registered
 under the Securities Act of 1933, or
 offered or to be offered pursuant to an
 exemption under Regulation A (17 CFR
 230.251 et seq.), or being or to be
 otherwise offered if aggregate offering
 price exceeds $500,000.
Plans by exchanges authorizing payment of   10
 special commission in connection with a
 distribution of securities on exchanges.
Suspensions of trading of securities        15(c)(5)
 otherwise than on a national securities
 exchange.
Annual and supplemental reports of the      17
 Municipal Securities Rulemaking Board.
------------------------------------------------------------------------


                     [See footnotes at end of table]
------------------------------------------------------------------------
                Description                     Pursuant to section--
------------------------------------------------------------------------
                       Trust Indenture Act of 1939
------------------------------------------------------------------------
Statement of eligibility and qualification  305, 307
 of corporations or individuals as
 trustees under qualified indenture under
 which debt security has been or is to be
 issued.
Application for qualification of indenture  307
 under which security (bonds, debentures,
 notes and similar debt securities) has
 been or is to be issued.
Application for exemption from provisions   304(c), (d)
 of the Act in certain cases.
Application re conflict of interest of      310(b)(1)
 trustees.
Reports by indenture trustee to indenture   313
 security holders with respect to
 eligibility and qualification under
 section 310.
Application relative to affiliations        310(b)(3), 310(b)(6)
 between trustees and underwriters.
------------------------------------------------------------------------


                     [See footnotes at end of table]
------------------------------------------------------------------------
                Description                     Pursuant to section--
------------------------------------------------------------------------
                     Investment Advisers Act of 1940
------------------------------------------------------------------------
Application for registration as investment  203(c), 204
 adviser or to amend or supplement such an
 application.
Application for exemption and other relief  206A
Irrevocable appointment of agent for        211(a)
 service of process, pleadings and other
 papers.
Notice by non-resident investment adviser   204
 specifying address of place in United
 States where copies of books and records
 are located, or.
Undertaking by non-resident investment      204
 adviser to furnish to Commission, upon
 demand, copies of any books or records he
 is required to maintain.
------------------------------------------------------------------------


                     [See footnotes at end of table]
------------------------------------------------------------------------
                Description                     Pursuant to section--
------------------------------------------------------------------------
                     Investment Company Act of 1940
------------------------------------------------------------------------
Notification of registration of investment  8(a), 8(b)
 company, and registration statement
 covering an offering of securities of
 investment company evidencing an interest
 in a portfolio of securities in which the
 investment company invests.

[[Page 70]]

 
Periodic reports (annual and quarterly) to  30(a), 30(b)(1)
 keep reasonably current the information
 in above registration statement.
Periodic or interim reports to security     30(b)(2)
 holders of registered investment
 companies.
Application for order of the Commission     8(f)
 determining registrant has ceased to be
 an investment company.
Fidelity bond, resolution of board of       17(g)
 directors, notice of cancellation or
 termination of bond for officers and
 employees of investment companies who
 have access to its securities or funds.
Waiver of indemnification of officers and   17(h), 17(i)
 directors of investment companies.
Report of independent auditors examining    17(f)
 records of investment companies.
Application by other than registrant for    35(d)
 order of Commission declaring corporate
 name of registrant is misleading or
 deceptive.
Request by company for certificate to be    (\4\)
 issued to Secretary of Treasury.
Proxy soliciting material.................  20(a) \5\
Initial statement of beneficial ownership   30(f)
 of securities by officers, directors and
 other specified insiders of registered
 closed-end investment companies, and
 changes in such ownership.
Application for exemption from provisions   2(a)(9), 3(b)(2), 6 (b),
 of the Act and other relief.                (c), (d), 7 (d), 10 (e),
                                             (f), 11 (a), (c), 12 (d)
                                             (1), (d)(2), 14(a), 15 (a),
                                             16(a), 17 (a), (b), (d),
                                             (e), 18(i), 22(d), 23 (b)
                                             (5), (c)(3), 24(d), 26(a)
                                             (2)(C), 28(c), 35(d), and
                                             others.
Statement of transactions--exemption from   10(f)
 provisions of section 10(f).
Application for an ineligible person to     9(b)
 serve as officer, director, etc. of a
 registered investment company.
Request for advisory report of the          25(b)
 Commission relating to the reorganization
 of registered investment company.
Report of repurchase of its own securities  23(c)
 by a closed-end company.
Sales literature regarding securities of    24(b)
 certain investment companies.
Statement of the Federal Savings and Loan   6(a)(4)
 Corporation relating to the exemption of
 certain issuers.
Report submitted pursuant to an order of    ............................
 the Commission.
Documents and records resulting from        33
 derivative or representative law suits.
------------------------------------------------------------------------
Footnotes:
\1\ Section 15(d)--Securities Exchange Act of 1934.
\2\ Section 12(b)--Securities Exchange Act of 1934.
\3\ Section 12(g)--Securities Exchange Act of 1934.
\4\ Section 851(e)(1) of the Internal Revenue Code of 1954 is
  applicable.
\5\ Regulation 14 under the Securities Exchange Act of 1934 is
  applicable (17 CFR 240.14a-1 et seq.).

                              Miscellaneous

    Requests or petitions that a change in the Commission's rules, 
regulations or forms be made; comments on proposed rules, regulations or 
forms; issuance, amendment or repeal of rules, regulations or forms 
promulgated under the various Acts administered by the Commission.
    Requests for no-action and interpretative letters and responses 
thereto.
    Transcripts of proceedings in public hearings including testimony, 
exhibits received in evidence, intermediate decisions, oral arguments, 
motions, briefs, exceptions.
    Commission findings, opinions, orders, rulings and notices issued 
for public release.
    Final opinions of the Commission, including concurring and 
dissenting opinions, as well as orders made by the Commission in the 
adjudication of cases.
    A record of the final votes of each member of the Commission in 
every Commission proceedings concluded after July 1, 1967.
    Hearings and comments on proposed rules or statements of policy, 
etc., except where the writer requests that his comments not be made 
public.
    Periodic reports filed by the International Bank for Reconstruction 
and Development under Regulation BW--Rules 1 to 4, section 15(a) of the 
Bretton Woods Agreement Act (17 CFR part 285).
    Periodic reports filed by the Inter-American Development Bank, 
pursuant to Regulation IA (17 CFR part 286) adopted pursuant to section 
11(a) of the Inter-American Bank Act.
    Periodic reports filed by the Asian Development Bank, pursuant to 
Regulation AD (17 CFR part 287) adopted pursuant to section 11(a) of the 
Asian Development Bank Act.
    Copies of papers filed in court, and papers and documents received 
from courts, are primarily for the use of the Commission attorneys and 
other members of the staff. These may not always be complete and 
accurate and may contain nonpublic staff notations. However, in 
appropriate situations, with the approval of the Office of the General 
Counsel, examination of such material may be made or copies obtained as 
a matter of courtesy.
    Statements of policy and interpretations which have been adopted by 
the Commission and are not published in the Federal Register.
    Administrative staff manuals and instructions to the staff that 
affect a member of the public.
    Reports by the Commission to the Congress as a whole.
    Notices of Commission meetings announced to the public as described 
in Sec. 200.403; announcements of Commission action to close a meeting, 
or any portion thereof, as described in Sec. 200.404(b) and 
Sec. 200.405(c);

[[Page 71]]

and certifications by the General Counsel, pursuant to Sec. 200.406, 
that a Commission meeting, or any portion thereof, may be closed to the 
public.

[41 FR 44696, Oct. 12, 1976, as amended at 42 FR 14693, Mar. 16, 1977; 
76 FR 71874, Nov. 21, 2011]



Sec. 200.80b  Appendix B--SEC releases.

    Free mailing list distribution of releases has been discontinued by 
the Commission because of rising costs and staff limitations. However, 
the texts of all releases under the various Acts, the corporate 
reorganization releases, and the litigation releases are contained in 
the SEC Docket, which may be purchased through the Superintendent of 
Documents as described in Sec. 200.80c of this part. The Statistical 
series releases are contained in the SEC Monthly Statistical Review, 
which also can be obtained by purchase through the Superintendent of 
Documents.

[40 FR 1009, Jan. 6, 1975, as amended at 49 FR 12686, Mar. 30, 1984; 52 
FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987]



Sec. 200.80c  Appendix C--Rules and miscellaneous publications available
from the Government Printing Office.

    (a) The current rules of the Commission are not published by the 
Commission in pamphlet form. All SEC public rules and regulations, 
including its Rules of Practice, are contained in title 17 of the Code 
of Federal Regulations, which also is available for purchase from the 
Superintendent of Documents, Government Printing Office, Washington, DC 
20402. New rules and rules changes, and other Commission releases, 
except statistical releases, also are published in the Federal Register 
as they are adopted.
    (b) Copies of the following miscellaneous publications may be 
purchased from the Superintendent of Documents, Government Printing 
Office, Washington, DC 20402. Please address to him directly all 
inquiries, orders and payments concerning the following publications:
    1. Reports.
    SEC Annual Report to the Congress.
    2. Periodicals.
    Official Summary. A monthly summary of securities transactions and 
holdings reported under the provisions of the Securities Exchange Act of 
1934, and the Investment Company Act of 1940 by officers, directors, and 
certain other persons.

SEC Monthly Statistical Review. A monthy publication containing data on 
round-lot and odd-lot share volume in stock exchanges, OTC volume in 
selected securities, block distributions, securities registrations and 
offerings, net change in corporate securities outstanding, working 
capital of U.S. corporations, assets of non-insured pension funds, Rule 
144 filings and 8K reports.

Directory of Companies Filing Annual Reports with the Securities and 
Exhange Commission under the Securities Exchange Act of 1934. Published 
annually. Lists companies alphabetically and classified by industry 
groups according to the Standard Industrial Classification Manual of the 
Bureau of the Budget.

[40 FR 1010, Jan. 6, 1975, as amended at 49 FR 12686, Mar. 30, 1984; 52 
FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987; 76 FR 71874, Nov. 
21, 2011]



Sec. 200.80d  Appendix D--Other publications available from the Commission.

    (a) Limited amounts of the following materials among others are 
available free of charge upon request to the Commission's Publications 
Section, Public Reference Branch, 202-272-7460:
    Work of the Securities and Exchange Commission.
    Blank copies of all forms used under each of the Acts administered 
by the Commission.
    (b) Facsimile copies of other SEC publications which are out of 
print may be obtained through the Commission's Public Reference Section, 
at the cost of the copying service to be performed by the commercial 
copier employed to do the copying. Purchasers of copies will be billed 
by the copier. An example of the publications which are available in 
this way is the Litigation Actions and Proceedings Bulletin.

[52 FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987]



Sec. 200.80e  Appendix E--Schedule of fees for records services.

    The requester will be charged search, review, and duplication fees 
according to his or her fee category. In addition, the SEC will charge 
the requester for any special handling or services performed in 
processing the request and/or appeal. Duplication fees also are 
applicable to records provided in response to requests made under the 
Privacy Act. Fees will not be charged under either the FOIA or the 
Privacy Act where the costs of collecting and processing the fee are 
likely to equal or exceed the amount of the fee or where the requester 
has met the requirements for a statutory fee waiver. Fees will be 
determined as follows:

[[Page 72]]

    Search and review services (review applies to commercial-use 
requesters only): (1) The Commission will establish and charge average 
rates for the groups of grades typically involved in search and review. 
Those groups will consist of employees at:
    (i) Grades SK-8 or below;
    (ii) Grades SK-9 to SK-13; and
    (iii) Grades SK-14 or above.
    (2) The average rates will be based on the hourly salary (i.e., 
basic salary plus locality payment), plus 16 percent for benefits, of 
employees who routinely perform those services. Fees will be charged in 
quarter-hour increments. The average hourly rates are listed on the 
Commission's Web site at http://www.sec.gov/foia/feesche.htm and will be 
updated as salaries change.

Attestation with Commission seal: $4.00

Duplication services: The following duplication services are available. 
The stated time for delivery in each case begins to run only after 
receipt of the material by the contractor; if files cannot immediately 
be made available by the Commission, the time of shipment will be 
affected.

    Regular service. Paper copies of original paper copies, or from 
microfiche accessible to the contractor, will be shipped within seven 
calendar days after the contractor receives the order and material at 
$0.24 per page, exclusive of any applicable shipment cost and sales 
taxes.

Other services. The Commission's dissemination contractor also provides 
a wide range of additional regulated dissemination services through the 
Commission's public reference room. Two offsite services also are 
provided at prices that are regulated: microfiche subscriptions and 
watch services. Information concerning the availability of all 
dissemination services may be obtained by writing to the Commission's 
public reference room located at 100 F Street, NE., Washington, DC 20549 
or calling 202-551-8090. Copies made pursuant to requests submitted to 
the Commission's public reference room will be filled by the contractor 
and sent directly to the purchaser, unless attestation is requested. The 
contractor will bill the purchaser directly for the cost of copies plus 
postage or other delivery charges, and applicable taxes. Purchasers 
shall make full payment directly to the contractor for these services. 
Search, review or attestation charges will be billed separately by the 
Commission.

[52 FR 24148, June 29, 1987; 52 FR 48193, Dec. 21, 1987, as amended at 
55 FR 41189, Oct. 10, 1990; 57 FR 48970, Oct. 29, 1992; 58 FR 64120, 
Dec. 6, 1993; 73 FR 32225, June 5, 2008; 80 FR 41435, July 15, 2015]



Sec. 200.80f  Appendix F--Records control schedule.

------------------------------------------------------------------------
    File No.                Type of filing             Retention period
------------------------------------------------------------------------
                         Securities Act of 1933
------------------------------------------------------------------------
2-33             Registration statements and          30 years.
                  amendments thereto (Regulation C).
2-33             Periodic reports (annual,            30 years.
                  quarterly, current, and proxy
                  material).
9-               Notice of proposed resale of         21 years.
                  restricted securities and resale
                  of securities by control persons
                  (Form 144).
15-              Notice of sale of securities         6 years.
                  pursuant to Rule 242 (Form 242).
                  (Obsolete).
18-              Applications for exemption from      10 years.
                  section 5 registration for
                  interests or participations issued
                  in connection with Keogh Plans
                  (section 3(a)(2)).
19-              Notice of sale of securities         6 years.
                  pursuant to section 4(6) of the
                  Securities Act of 1933 (Form
                  4(6)). (Obsolete).
20-              Offering sheets for oil or gas       15 years.
                  royalties--Regulation B (Schedules
                  A, B, C).
20-              Reports of sale (accorded            7 years.
                  confidential treatment) (Form 1-G).
20-              Reports after termination of         7 years.
                  offering (Form 3-G).
21-              Notice of sale for offerings under   6 years.
                  Regulation D and section 4(6)
                  (Form D).
24-              Notification of exemption from       Until completion
                  registration (Regulation A).         or termination of
                                                       offering plus 10
                                                       years or order of
                                                       the Commission
                                                       permanently
                                                       suspending
                                                       exemption,
                                                       whichever comes
                                                       first.
29-              Report of issuers of sale of         6 years.
                  securities deemed not to involve
                  any public offering (Form 146).
                  (Obsolete).
92-              Application for relief from          Until when final
                  disability (Regulation A).           action on appeal
                                                       is taken plus 10
                                                       years.
94-              Notification of exemption for        10 years.
                  assessment or assessable stock
                  (Regulation F).
95-              Notification of exemption for        Until completion
                  securities issued by a small         or termination of
                  business investment company          offering plus 5
                  (Regulation E).                      years or until
                                                       order of
                                                       Commission
                                                       permanently
                                                       suspending
                                                       exemption,
                                                       whichever comes
                                                       first.
96-              Application for relief from          Until final action
                  disability (Regulation F).           on appeal is
                                                       taken plus 5
                                                       years.

[[Page 73]]

 
98-              Notice of proposed sale by non-      6 years.
                  controlling person of restricted
                  securities of issuers which do not
                  satisfy all of the conditions of
                  Rule 144.
100-             Notification of exemption pursuant   6 years.
                  to Rule 236.
------------------------------------------------------------------------
                     Securities Exchange Act of 1934
------------------------------------------------------------------------
0-1              Registration statements (sections    30 years.
                  12(b) and 12(g), exemptions
                  thereunder).
0-1              Periodic reports (annual,            30 years.
                  quarterly, current and proxy
                  materials).
3-               Applications for continuance in      10 years.
                  membership and applications for
                  review of disciplinary actions
                  (self-regulatory organizations).
4-281            Consolidated quotation system plan   For as long as
                  and amendments.                      plan remains
                                                       approved plus 6
                                                       years.
4-208            Intermarket trading system plan and  For as long as
                  amendments.                          plan remains
                                                       approved plus 6
                                                       years.
5-               Acquisitions, tender offers and      20 years.
                  solicitations.
6-               Reports of beneficial ownership of   6 years.
                  securities (Forms 3, 4, & 5).
7-               Applications for permission to       10 years.
                  extend unlisted trading privileges
                  and related applications pursuant
                  to Rule 12(f).
8-               Applications for registration as     For as long as
                  broker, dealer, municipal            broker-dealer is
                  securities broker, or government     registered with
                  securities broker or dealer and      the Commission
                  related reports.                     plus 50 years.
8-00-2A          Annual audit report (fiscal or       For as long as
                  calendar year basis) (Form X-17A-    broker-dealer is
                  5). (Non-public) Supplemental        registered with
                  report detailing Securities          the Commission
                  Investor Protection Corporation      plus 13 years.
                  assessment payment or overpayments
                  (Rule 17a-5). (Non-public).
8-00-2A-19       Reports of changes in membership of  For as long as
                  any of its members required of       broker-dealer is
                  national securities exchanges and    registered with
                  registered national securities       the Commission
                  associations (Form X-17A-19).        plus 6 years.
                  (Public).
8-00-3X          Examination/inspection reports of
                  brokers and dealers, investment
                  companies and investment advisors
                   1. Exam reports:
                     a. Home Office.................  13 years.
                     b. Regional Offices............  13 years.
                   2. Exam workpapers...............  13 years.
8-00-9           Uniform application for securities   For as long as
                  and commodities industry             broker-dealer is
                  representative and/or agent;         registered with
                  certification for associated         the Commission
                  persons engaged in securities        plus 50 years.
                  activities outside the
                  jurisdiction of the United States;
                  annual assessment form for
                  registered brokers and dealers not
                  members of a registered national
                  securities association (Forms U-4,
                  SECO 2-F, SECO-4, 5).
8-2A10           Annual report of revenue and         10 years.
                  expenses filed by exchange
                  members, brokers and dealers (Form
                  X-17A-10). (Obsolete).
8-2A12           Report by registered brokers and     6 years.
                  dealers who are over-the-counter
                  market makers in any OTC margin
                  securities (Form X-17A-12).
8-2A16(1), -     Notification by qualified market     6 years.
 2A16(2)          makers at least five business days
                  before such broker-dealers obtain
                  third market maker exempt credit
                  pursuant to Regulation U; and
                  quarterly report by broker and
                  dealer, who during a calendar
                  quarter is or has been qualified
                  as a third market maker (Forms X-
                  17A-16(1); X-17A-16(2)) (Obsolete).
8-2A17           Quarterly report filed by every      6 years.
                  broker-dealer block positioner who
                  has filed a notice pursuant to
                  paragraph (a) of Rule 17a-17 (Form
                  X-17A-17) (Obsolete).
10-              Applications by an exchange for      For as long as
                  registration as a national           exchange is
                  securities exchange.                 registered with
                                                       the Commission
                                                       plus 6 years.
13-              Applications for listing securities  10 years.
                  on an exempted exchange, periodic
                  reports.
14-              Annual reports of issuers having     10 years.
                  securities listed on an exempted
                  exchange.
16-              Application for registration as a    For as long as
                  national securities association or   association is
                  affiliated securities associations.  registered with
                                                       the Commission
                                                       plus 6 years.
17-              Reports on stabilizing activities    6 years.
                  (Form X-17A-1). (Obsolete).
23-              Applications for exemption pursuant  Until closed plus
                  to paragraph (g) of Rule 11Aa3-1.    6 years.
26-              Plans by exchanges authorizing       For as long as
                  payment of special commission in     exchange is
                  connection with a distribution of    registered with
                  securities on exchanges (Rule 10b-   the Commission
                  2(d)).                               plus 50 years.
27-              Applications for exemption from      10 years.
                  section 13(f).
28-              Reports by institutional investment  4 years.
                  managers of information with
                  respect to accounts over which
                  they exercise discretion. (Form
                  13F).
80-              Annual and supplemental reports of   Indefinitely
                  Municipal Securities Rulemaking      (contingent).
                  Board (Rule 17a-21).
81-              Exemptions from registration under   10 years.
                  section 12(g).
82-              Exemptions--American depositary      10 years.
                  receipts.
83-1             Periodic reports and related         3 years.
                  correspondence by the Inter-
                  American Development Bank.
83-2             Periodic reports by the Asian        3 years.
                  Development Bank.

[[Page 74]]

 
84-              Application for registration as a    For as long as
                  transfer agent (non-bank) and        transfer agent is
                  amendments thereto.                  registered with
                                                       the Commission
                                                       plus 50 years.
85-              Application for registration as a    For as long as
                  transfer agent (bank) and            transfer agent is
                  amendments thereto (Form TA-1).      registered with
                                                       the Commission
                                                       plus 50 years.
86-              Application for registration as a    For as long as
                  municipal securities dealer which    municipal
                  is a bank or separately              securities dealer
                  identifiable department or           is registered
                  division of a bank (Form MSD).       with the
                                                       Commission plus
                                                       50 years.
87-              Application for registration as a    For as long as
                  securities information processor     securities
                  and amendments thereto (Form SIP).   information
                                                       processor is
                                                       registered with
                                                       the Commission
                                                       plus 50 years.
88-              Application for exemption as a       For as long as
                  securities information processor     securities
                  correspondence.                      information
                                                       processor is
                                                       registered with
                                                       the Commission
                                                       plus 50 years.
89-              Waiver for foreign issuers           10 years.
                  furnished by American depositary
                  receipts; waiver of information
                  furnished by American depositary
                  receipts regarding foreign issuers
                  for Form F-6; waiver of Rule 12g3-
                  2(b) reporting requirements,
                  annual reports to shareholders, F-
                  6 waiver, proxy.
89-              Other waivers for foreign issuers    3 years.
                  furnished by American depositary
                  receipts..
128-8            Reports of disciplinary actions by   6 years.
                  stock exchanges (Rule 19d-1).
205-3c           Reports of disciplinary actions by   6 years.
                  NASD (Rule 19d-1).
500-             Suspension of trading of securities  10 years.
                  other than on a national
                  securities exchange.
600-             Applications for registration as a   For as long as
                  (non-bank) clearing agency;          clearing agency
                  amendments thereto.                  is registered
                                                       with the
                                                       Commission plus
                                                       50 years.
600-9            Reports of disciplinary actions by   6 years.
                  clearing agencies (Rule 19d-1).
601-             Applications for exemption from      For as long as
                  registration as a (non-bank)         clearing agency
                  clearing agency.                     has reporting
                                                       requirements with
                                                       the Commission
                                                       plus 20 years.
SR               Proposed rule changes and notice as  For as long as
                  to stated policies and               self-regulatory
                  interpretations by self-regulatory   organization is
                  organizations.                       registered with
                                                       the Commission
                                                       plus 6 years.
XX               Reports for missing, lost or         Indefinitely.
                  counterfeit securities (Form X-17F-
                  1A).
------------------------------------------------------------------------
                       Trust Indenture Act of 1939
------------------------------------------------------------------------
22-              Statements of eligibility and        Until indenture is
                  qualification of corporations or     terminated or
                  individuals as trustees under        cancelled plus 30
                  qualified indenture under which      years.
                  debt security has been or is to be
                  issued and exemptions thereto.
25-              Applications relative to             Until applicable
                  affiliations between trustees and    indenture is
                  underwriters (Rule 10b-3).           terminated or
                                                       cancelled plus 33
                                                       years.
93-              Reports of indenture trustee to      1 year.
                  indenture security holders with
                  respect to eligibility and
                  qualification under Section 310.
------------------------------------------------------------------------
                     Investment Advisers Act of 1940
------------------------------------------------------------------------
801-             Application for registration as      For as long as
                  investment adviser and related       investment
                  correspondence.                      adviser is
                                                       registered with
                                                       the Commission
                                                       plus 9 years.
803-             Application for exemption from       For as long as
                  registered and other relief.         investment
                                                       adviser conducts
                                                       business under an
                                                       exemption plus 6
                                                       years.
------------------------------------------------------------------------
                     Investment Company Act of 1940
------------------------------------------------------------------------
90-              Notice of sales of securities by     6 years.
                  closed-end issuers (issuers with
                  100 or less beneficial owners)
                  other than investment companies,
                  registered or required to be
                  registered.
811-             Notifications and registration       For as long as
                  statements.                          registrant is
                                                       registered with
                                                       the Commission
                                                       plus 30 years.
811-             Periodic reports (annual,            10 years.
                  quarterly, semi-annual, proxy
                  material).
812-             Applications for exemption and       10 years.
                  other relief.
812-             Application by foreign management    For as long as
                  investment companies for order       registrant has
                  permitting registration.             reporting
                                                       requirement with
                                                       the Commission
                                                       plus 33 years.

[[Page 75]]

 
813-             Applications for exemption of an     For as long as
                  employee's security company          registrant has
                  (Section (b)).                       reporting
                                                       requirement with
                                                       the Commission
                                                       plus 33 years.
814-             Notice of intent to elect to be      2 years from
                  subject to sections 55 and 65.       filing date.
814-             Notification of withdrawal of        2 years from
                  election to be subject to sections   filing date.
                  55 through 65.
814-             Notification of election to be       30 years or for as
                  subject to sections 55 through 65.   long as a class
                                                       of the issuer's
                                                       equity securities
                                                       is registered
                                                       under the
                                                       Securities
                                                       Exchange Act of
                                                       1934 plus 10
                                                       years, whichever
                                                       comes first.
816-             Request for advisory report re       6 years.
                  reorganization of registered
                  investment company (17 CFR
                  270.02), and related
                  correspondence.
817-             Report of repurchase of securities   6 years.
                  by closed-end investment company.
818-             Sales literature regarding           6 years.
                  securities of certain investment
                  companies.
819-             Statement of the Federal Savings     6 years.
                  and Loan Corporation relating to
                  the exemption of certain issuers.
820-             Reports showing that companies have  6 years.
                  complied with requirements of the
                  rule in purchasing new issues of
                  securities from underwriters.
821-             Reports by registered small          10 years from date
                  business investment companies and    of such
                  affiliated banks, with respect to    action(s).
                  investments.
------------------------------------------------------------------------
                     Miscellaneous Files and Reports
------------------------------------------------------------------------
3-               Disciplinary proceedings (broker-    25 years.
                  dealer and investment adviser).
3-               Administrative proceeding stop       For as long as
                  orders.                              registrant has
                                                       reporting
                                                       requirement with
                                                       the Commission
                                                       plus 30 years.
4-               102(e) proceedings (previously 2(e)  25 years.
                  proceedings) (chaned to 3-).
4-               Miscellaneous studies, general       25 years.
                  conferences, roundtable, etc.,
                  authorized by the Commission.
111-             Federal government agencies          30 years.
                  miscellaneous correspondence.
119-             Securities violation files           Until date of last
                  (information regarding persons       reported action
                  against whom actions were reported   plus 10 years.
                  on charges of violating state or
                  federal laws in the purchase and
                  sale of securities.
122-2            Members of Congress (inquiries       1 year after
                  relating to various subjects).       expiration of
                                                       term in office.
122-3            Correspondence and other materials   30 years.
                  between the various Senate
                  Committees and the Commission.
122-4            Correspondence and other materials   30 years.
                  between the various House
                  Committees and the Commission.
122-6            Correspondence and other materials   30 years.
                  between Congressional Commissions
                  and Joint Committees and the
                  Commission.
123-13           Correspondence relating to the       30 years.
                  development of a Canadian
                  Extradition Treaty.
124-             Stock exchanges (General             For as long as
                  Correspondence).                     exchange is
                                                       registered with
                                                       the Commission.
124-1            Legislation and Laws: Drafts and     30 years.
                  comments concerning suggested
                  amendments to the various Acts
                  administered by the Commission.
124-6
124-11
124-20
124-7, 124-7a    Subject files--Drafts, comments and  30 years.
                  correspondence concerning proposed
                  legislation submitted by the
                  Senate and the House to the
                  Commission for comment.
124-7b           Drafts of bills not yet reported in  30 years.
                  Congress that are submitted to the
                  Commission for comment.
132-3            General Correspondence--Active       10 years.
                  companies. Inquiries and
                  complaints concerning companies
                  registered under the various Acts
                  administered by the Commission.
132-3            General Correspondence--Inactive     6 years.
                  companies (no longer required to
                  file reports with the Commission).
                  Inquiries and complaints
                  concerning companies registered
                  under the various Acts
                  administered by the Commission.
132-3            General Correspondence--             6 years.
                  Miscellaneous. Requests for
                  interpretation of rules and
                  regulations under the Acts
                  administered by the Commission.
140-             Drafts, internal memoranda,          30 years.
                  correspondence concerning rules
                  and regulations under each of the
                  Acts administered by the
                  Commission.
206-, 207- to    Reorganization proceedings under     30 years.
 215-, 917-       Chapters IX, X, XI of the
                  Bankruptcy Act in which the
                  Commission participates.
265-             Advisory Committees established by   30 years.
                  the Commission (correspondence,
                  questionnaires, reports).
Confidential     Periodic reports and other           10 years.
 treatment        materials containing contracts,
 materials        commercial and financial
                  information, disclosure of which
                  would impair the value thereof,
                  submitted under confidential cover.

[[Page 76]]

 
CHR              SEC Chairman's Subject Case Files..  20 years.
CHR              SEC Chairman's Chronological Files   Chairman's tenure
                  for Period 1972 to Present.          in office plus 3
                                                       years.
CHR              SEC Chairman's General Subject File  Chairman's tenure
                                                       in office plus 3
                                                       years.
COMM             SEC Commissioners' Files (excluding  Commissioner's
                  Chairman), 1934 to Present.          tenure in office
                                                       plus 1 year.
ENF              Investigative Case Files--Closed...  Until closed plus
                                                       25 years.
ENF              Investigative Case Files--Inactive.  Until inactive
                                                       plus 25 years.
LIT              Litigation files:                    ..................
                   1. Briefs........................  25 years.
                   2. File contents other than        10 years.
                  briefs.
S7               Issuance, amendment or rescission    30 years
                  of rules under the various Acts--    (permanent).
                  public comments and views,
                  transcript of hearings,
                  correspondence.
XX               Reports of internal inquiries:       ..................
                   1. Supporting documentation......  Until date of
                                                       final action plus
                                                       5 years, if no
                                                       report is issued,
                                                       or until date of
                                                       final report plus
                                                       5 years.
                   2. Final reports.................  5 years.
------------------------------------------------------------------------


[60 FR 50091, Sept. 28, 1995, as amended at 76 FR 71874, Nov. 21, 2011]



Sec. 200.81  Publication of interpretative, no-action and certain
exemption letters and other written communications.

    (a) Except as provided in paragraphs (b) and (c) of this section, 
every letter or other written communication requesting the staff of the 
Commission to provide interpretative legal advice with respect to any 
statute administered by the Commission or any rule or regulation adopted 
thereunder; or requesting a statement that, on the basis of the facts 
stated in such letter or other communication, the staff would not 
recommend that the Commission take any enforcement action; or requesting 
an exemption, on the basis of the facts stated in such letter, from the 
provisions of the Securities Exchange Act of 1934 (15 U.S.C. 78a et 
seq.) or any rule or regulation thereunder, where the issuance of an 
order granting such exemption does not require public notice and an 
opportunity for hearing; together with any written response thereto, 
shall be made available for inspection and copying by any person as soon 
as practicable after the response has been sent or given to the person 
requesting it.
    (b) Any person submitting such letter or other written communication 
may also submit therewith a request that it be accorded confidential 
treatment for a specified period of time, not exceeding 120 days from 
the date the response, together with a statement setting forth the 
considerations upon which the request for such treatment is based. If 
the staff determines that the request is reasonable and appropriate it 
will be granted and the letter or other communication will not be made 
available for public inspection or copying until the expiration of the 
specified period. If it appears to the staff that the request for 
confidential treatment should be denied, the staff shall so advise the 
person making the request and such person may withdraw the letter or 
other communication within 30 days thereafter. In such case, no response 
will be sent or given and the letter or other communication shall remain 
in the Commission's files but will not be made public. If such letter or 
other communication is not so withdrawn, it shall be deemed to be 
available for public inspection and copying together with any written 
response thereto.

    Note: All letters or other written communications requesting 
interpretative advice, a no-action position, or an exemption shall 
indicate prominently, in a separate caption at the beginning of the 
request, each section of the Act and each rule to which the request 
relates. If more than one section or rule is involved, a separate copy 
of the request shall be submitted for each section or rule involved and 
an additional copy for the use of the staff of the Commission.

    (c) This section shall not apply, however, to letters of comment or 
other

[[Page 77]]

communications relating to the accuracy or adequacy of any registration 
statement, report, proxy, or information statement or other document 
filed with the Commission, or relating to the extent to which such 
statement, report, or document complies with any applicable requirement. 
Further, this section shall not apply to applications or other written 
communications filed pursuant to Sec. 240.24b-2 that relate to 
objections to public disclosure of information filed with the Commission 
or any exchange.

[35 FR 17779, Nov. 19, 1970, as amended at 53 FR 12413, Apr. 14, 1988; 
53 FR 32605, Aug. 26, 1988]



Sec. 200.82  Public availability of materials filed pursuant to
Sec. 240.14a-8(d) and related materials.

    Materials filed with the Commission pursuant to Rule 14a-8(d) under 
the Securities Exchange Act of 1934 (17 CFR 240.14a-8(d)), written 
communications related thereto received from any person, and each 
related no-action letter or other written communication issued by the 
staff of the Commission, shall be made available to any person upon 
request for inspection or copying.

[37 FR 20558, Sept. 30, 1972]



Sec. 200.82a  Public availability of materials filed pursuant to 
Sec. 240.14a-11(g) and related materials.

    Materials filed with the Commission pursuant to Rule 14a-11(g) under 
the Securities Exchange Act of 1934 (17 CFR 240.14a-11(g)), written 
communications related thereto received from interested persons, and 
each related no-action letter or other written communication issued by 
the staff of the Commission, shall be made available to any person upon 
request for inspection or copying.

[75 FR 56780, Sept. 16, 2010]



Sec. 200.83  Confidential treatment procedures under the Freedom of
Information Act.

    (a) Purpose. This section provides a procedure by which persons 
submitting information in any form to the Commission can request that 
the information not be disclosed pursuant to a request under the Freedom 
of Information Act, 5 U.S.C. 552. This section does not affect the 
Commission's right, authority, or obligation to disclose information in 
any other context. This section is procedural only and does not provide 
rights to any person or alter the rights of any person under the Freedom 
of Information Act or any other applicable statute or regulation.
    (b) Scope. The provisions of this section shall apply only where no 
other statute or Commission rule provides procedures for requesting 
confidential treatment respecting particular categories of information 
(see, e.g., 17 CFR 240.24b-2) or where the Commission has not specified 
that an alternative procedure be utilized in connection with a 
particular study, report, investigation, or other matter. The provisions 
of this section shall not apply to any record which is contained in or 
is part of a personnel, medical or similar file relating to a Commission 
member or employee which would normally be exempt from disclosure 
pursuant to section 552(b)(6) of title 5, U.S. Code.
    (c) Written request for confidential treatment to be submitted with 
information. (1) Any person who, either voluntarily or pursuant to any 
requirement of law, submits any information or causes or permits any 
information to be submitted to the Commission, which information is 
entitled to confidential treatment and for which no other specific 
procedure exists for according confidential treatment, may request that 
the Commission afford confidential treatment under the Freedom of 
Information Act to such information for reasons of personal privacy or 
business confidentiality, or for any other reason permitted by Federal 
law, and should take all steps reasonably necessary to ensure, as nearly 
as practicable, that at the time the information is first received by 
the Commission (i) it is supplied segregated from information for which 
confidential treatment is not being requested, (ii) it is appropriately 
marked as confidential, and (iii) it is accompanied by a written request 
for confidential treatment which specifies the information as to which 
confidential treatment is requested.
    (2) A person who submits a record to the Commission for which he or 
she

[[Page 78]]

seeks confidential treatment must clearly mark each page or segregable 
portion of each page with the words ``Confidential Treatment Requested 
by [name]'' and an identifying number and code, such as a Bates-stamped 
number. In his or her written confidential treatment request, the person 
must refer to the record by identifying number and code.
    (3) In addition to giving a copy of any written request for 
confidential treatment to the Commission employee receiving the record 
in question, the person requesting confidential treatment must send a 
copy of the request (but not the record) by mail to the Office of 
Freedom of Information and Privacy Act Operations, SEC, 100 F Street, 
NE., Washington, DC 20549. The legend ``FOIA Confidential Treatment 
Request'' must clearly and prominently appear on the top of the first 
page of the written request, and the written request must contain the 
name, address, and telephone number of the person requesting 
confidential treatment. The person requesting confidential treatment is 
responsible for informing the Office of Freedom of Information and 
Privacy Act Operations promptly of any changes in address, telephone 
number, or representation.
    (4) In some circumstances, such as when a person is testifying in 
the course of a Commission investigation or providing a record requested 
in the course of a Commission examination or inspection, it may be 
impracticable to submit a written request for confidential treatment at 
the time the record is first given to the Commission. In no 
circumstances can the need to comply with the requirements of this 
section justify or excuse any delay in submitting any record to the 
Commission. The person testifying or otherwise submitting the record 
must inform the Commission employee receiving it, at the time the record 
is submitted or as soon thereafter as possible, that he or she is 
requesting confidential treatment. The person must then submit a written 
confidential treatment request within 30 days from the date of the 
testimony or the submission of the record. Any confidential treatment 
request submitted under this paragraph must also comply with paragraph 
(c)(3) of this section.
    (5) Where confidential treatment is requested by the submitter on 
behalf of another person, the request must identify that person and 
provide the telephone number and address of that person or the person's 
responsible representative if the submitter would be unable to provide 
prompt substantiation of the request at the appropriate time.
    (6) No determination on a request for confidential treatment will be 
made until the Office of Freedom of Information and Privacy Act 
Operations receives a request for disclosure of the record.
    (7) A confidential treatment request will expire ten years from the 
date the Office of Freedom of Information and Privacy Act Operations 
receives it, unless that Office receives a renewal request before the 
confidential treatment request expires. The renewal request must be sent 
by mail to the Office of Freedom of Information and Privacy Act 
Operations, SEC, 100 F Street, NE., Washington, DC 20549, and must 
clearly identify the record for which confidential treatment is sought. 
A renewal request will likewise expire ten years from the date that 
Office receives it, unless that Office receives another timely renewal 
request which complies with the requirements of this paragraph.
    (8) A confidential treatment request shall be nonpublic. If an 
action is filed in a Federal court, however, by either the Freedom of 
Information requester (under 5 U.S.C. 552(a)(4) and Sec. 200.80(d)(6)) 
or by the confidential treatment requester (under paragraph (e)(5) of 
this section), the confidential treatment request may become part of the 
court record.
    (d) Substantiation of request for confidential treatment. (1) If it 
is determined that records which are the subject of a request for access 
under the Freedom of Information Act are also the subject of a request 
for confidential treatment under this rule and no other grounds appear 
to exist which would justify the withholding of the records [e.g., 
Freedom of Information Act Exemption 7(A), 5 U.S.C. 552(b)(7)(A)], the 
Commission's Freedom of Information

[[Page 79]]

Act Officer promptly shall so inform the person requesting confidential 
treatment or, in the case of a request made on behalf of a person other 
than the submitter, the person identified as able to provide 
substantiation, by telephone, facsimile or certified mail and require 
that substantiation of the request for confidential treatment be 
submitted in ten calendar days. Failure to submit a written 
substantiation within ten calendar days from the time of notification, 
or any extension thereof, may be deemed a waiver of the confidential 
treatment request and the confidential treatment requester's right to 
appeal an initial decision denying confidential treatment to the 
Commission's General Counsel as permitted by paragraph (e) of this 
section.
    (2) Substantiation of a request for confidential treatment shall 
consist of a statement setting forth, to the extent appropriate or 
necessary for the determination of the request for confidential 
treatment, the following information regarding the request:
    (i) The reasons, concisely stated and referring to specific 
exemptive provisions of the Freedom of Information Act, why the 
information should be withheld from access under the Freedom of 
Information Act;
    (ii) The applicability of any specific statutory or regulatory 
provisions which govern or may govern the treatment of the information;
    (iii) The existence and applicability of any prior determinations by 
the Commission, other Federal agencies, or a court, concerning 
confidential treatment of the information;
    (iv) The adverse consequences to a business enterprise, financial or 
otherwise, that would result from disclosure of confidential commercial 
or financial information, including any adverse effect on the business' 
competitive position;
    (v) The measures taken by the business to protect the 
confidentiality of the commercial or financial information in question 
and of similar information, prior to, and after, its submission to the 
Commission;
    (vi) The ease or difficulty of a competitor's obtaining or compiling 
the commercial or financial information;
    (vii) Whether the commercial or financial information was 
voluntarily submitted to the Commission and, if so, whether and how 
disclosure of the information would tend to impede the availability of 
similar information to the Commission;
    (viii) The extent, if any, to which portions of the substantiation 
of the request for confidential treatment should be afforded 
confidential treatment; and
    (ix) Such additional facts and such legal and other authorities as 
the requesting person may consider appropriate.
    (e) Appeal from initial determination that confidential treatment is 
not warranted. (1) In a preliminary decision, which shall be sent by 
mail or facsimile, or both, the Office of Freedom of Information and 
Privacy Act Operations will inform the confidential treatment requester 
whether it intends to grant confidentiality in whole or in part and give 
the requester ten calendar days from the date of the preliminary 
decision to submit supplemental arguments if the requester disagrees 
with the preliminary decision. A final decision, which shall also be 
sent by mail or facsimile, or both, no sooner than ten calendar days 
from the date of the preliminary decision, shall inform the Freedom of 
Information Act requester and the confidential treatment requester of 
his or her right to appeal an adverse decision to the Commission's 
General Counsel within ten calendar days from the date of the final 
decision. Records, which the Freedom of Information and Privacy Act 
Officer determines to be releasable, may be released to the Freedom of 
Information Act requester ten calendar days after the date of the final 
decision. However, if within those ten calendar days, the Freedom of 
Information and Privacy Act Officer receives an appeal from the 
confidential treatment requester, he or she shall inform the Freedom of 
Information Act requester that an appeal is pending and that the records 
will not be released until the appeal is resolved.
    (2) Any appeal of a denial of a request for confidential treatment 
shall be in writing, and shall be clearly and prominently identified on 
the envelope or other cover and at the top of the first

[[Page 80]]

page by the legend ``FOIA Confidential Treatment Appeal.'' The appeal 
must be sent by mail to the Office of Freedom of Information and Privacy 
Act Operations, SEC, 100 F Street, NE., Washington, DC 20549, or by 
facsimile (202-772-9337). A copy of the appeal must be mailed to the 
General Counsel, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549. The person requesting confidential treatment may 
supply additional substantiation of the request for confidential 
treatment in connection with the appeal to the General Counsel.
    (3) The General Counsel shall have the authority to consider all 
appeals from decisions of the Freedom of Information Act Officer with 
respect to confidential treatment. All appeals taken under this section 
will be considered by the General Counsel as expeditiously as 
circumstances permit. Although other procedures may be employed, to the 
extent possible, the General Counsel will decide the matter on the basis 
of the affidavits and other documentary evidence submitted by the 
interested persons and such other information as is brought to the 
attention of the General Counsel. The General Counsel shall also have 
the authority to enter and vacate stays under the circumstances set 
forth in paragraph (e)(5) of this section. In appropriate cases the 
General Counsel may, in his or her sole and unfettered discretion, refer 
appeals and questions concerning stays under paragraph (e)(5) of this 
section to the Commission for decision.
    (4) If it is determined that confidential treatment is not warranted 
with respect to all or any part of the information in question, the 
person requesting confidential treatment will be so informed by 
telephone, if possible, with a facsimile or certified mail letter 
directed to the person's last known address. Disclosure of the 
information under the Freedom of Information Act will occur ten calendar 
days after notice to the person requesting confidential treatment, 
subject to any stay entered pursuant to paragraph (e) (5) of this 
section.
    (5) If within that ten calendar day period the General Counsel has 
been notified that the person requesting confidential treatment has 
commenced an action in a Federal court concerning the determination to 
make such information publicly available, the General Counsel will stay 
making the public disclosure of the information pending final judicial 
resolution of the matter. The General Counsel may vacate a stay under 
this section either on his or her own motion or at the request of a 
person seeking access to the information under the Freedom of 
Information Act. If the stay is vacated, the information will be 
released under the Freedom of Information Act ten calendar days after 
the person requesting confidential treatment is notified of this action 
by telephone, if possible, with a facsimile or certified mail letter 
sent to the person's last known address, unless the court orders 
otherwise.
    (f) Initial determination that confidential treatment is warranted. 
If it is determined by the Commission's Freedom of Information Act 
Officer that confidential treatment is warranted, the person submitting 
the information and the person requesting access to the information 
under the Freedom of Information Act will be so informed by mail. The 
person requesting access, pursuant to the Freedom of Information Act, 
will also be informed of the right to appeal the determination to the 
General Counsel. Any such appeal must be taken in accordance with the 
provisions of the Freedom of Information Act and Commission rules 
thereunder. See 17 CFR 200.80(d)(6).
    (g) Confidential treatment request and substantiation as nonpublic. 
Any confidential treatment request and substantiation of it shall be 
nonpublic. If an action is filed in a Federal court, however, by either 
the Freedom of Information Act requester (under 5 U.S.C. 552(a)(4) and 
Sec. 200.80(d)(6)) or by the confidential treatment requester (under 
paragraph (e)(5) of this section), both request and substantiation may 
become part of the public court record.
    (h) Effect of no prior request for confidentiality. (1) If access is 
requested under the Freedom of Information Act to information which is 
submitted to the Commission on or after October 20, 1980 with respect to 
which no request for confidential treatment has been made pursuant to 
either paragraph (c)(1) or (c)(5) of this section, it will be

[[Page 81]]

presumed that the submitter of the information has waived any interest 
in asserting an exemption from disclosure under the Freedom of 
Information Act for reasons of personal privacy or business 
confidentiality, or for other reasons.
    (2) Notwithstanding paragraph (h)(1) of this section, in appropriate 
circumstances, any person who would be affected by the public disclosure 
of information under the Freedom of Information Act may be contacted by 
Commission personnel to determine whether the person desires to make a 
request for confidential treatment. Any request for confidential 
treatment that is asserted in response to such inquiry shall be made in 
accordance with provisions of this section.
    (i) Extensions of time limits. Any time limit under this section may 
be extended in the discretion of the Commission, the Commission's 
General Counsel, or the Commission's Freedom of Information Act Officer 
for good cause shown.
    (j) Electronic filings. Confidential treatment requests shall be 
submitted in paper format only, whether or not the person making the 
request is an electronic filer.
    (k) In their discretion, the Commission, the Commission's General 
Counsel, and the Freedom of Information Act Officer may use alternative 
procedures for considering requests for confidential treatment.

[45 FR 62421, Sept. 19, 1980, as amended at 47 FR 20289, May 12, 1982; 
58 FR 14659, Mar. 18, 1993; 65 FR 55184, 55185, Sept. 13, 2000; 73 FR 
32225, June 5, 2008]

Subpart E [Reserved]



  Subpart F_Code of Behavior Governing Ex Parte Communications Between 
         Persons Outside the Commission and Decisional Employees

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, 80b-11, and 7202; and 
5 U.S.C. 557.



Sec. 200.110  Purpose.

    This code is adopted in conformity with section 4 of the Government 
in the Sunshine Act, Pub. L. 94-409, and is designed to insulate the 
administrative process from improper influence.

[42 FR 14690, Mar. 16, 1977]



Sec. 200.111  Prohibitions; application; definitions.

    (a) Prohibited communications. In any agency proceeding which is 
subject to this subpart, except to the extent required for the 
disposition of ex parte matters as authorized by law:
    (1) No interested person outside the agency shall make or knowingly 
cause to be made to any member of the Commission or decisional employee 
an ex parte communication relevant to the merits of the proceeding; and
    (2) No member of the Commission or decisional employee shall make or 
knowingly cause to be made to any interested person outside the agency 
an ex parte communication relevant to the merits of the proceeding.
    (b) Proceedings to which prohibitions apply. This subpart shall 
apply to all proceedings subject to 5 U.S.C. 557(a), including 
suspension proceedings instituted pursuant to the provisions of 
Regulations A, B, E, and F of the Securities Act of 1933 (Sec. 230.251 
et seq. of this chapter), all review proceedings instituted pursuant to 
section 19(g) of the Securities Exchange Act of 1934, and all other 
proceedings where an evidentiary hearing has been ordered pursuant to a 
statutory provision or rule of the Commission and where the action of 
the Commission must be taken on the basis of an evidentiary record. In 
addition, this subpart shall apply to any other proceeding in which the 
Commission so orders.
    (c) Period during which prohibitions apply. (1) The prohibitions in 
Sec. 200.111 (a) shall begin to apply when the Commission issues an 
order for hearing; Provided,
    (i) That in suspension proceedings pursuant to Regulations A, B, E 
and F of the Securities Act of 1933 (Sec. 230.251 et seq. of this 
chapter), these prohibitions shall commence when the Commission enters 
an order temporarily suspending the exemption; and
    (ii) That in proceedings under section 19(d) of the Securities 
Exchange Act of 1934, 15 U.S.C. 78s(d), these prohibitions shall 
commence at the time that a copy of an application for review has

[[Page 82]]

been filed with the Commission and served on the self-regulatory 
organization.
    (iii) That in proceedings under Title I of the Sarbanes-Oxley Act of 
2002, 15 U.S.C. 7211-7219, these prohibitions shall commence at the time 
that a copy of an application for review has been filed with the 
Commission and served on the Public Company Accounting Oversight Board; 
and
    (iv) In no case shall the prohibitions in Sec. 200.111(a) begin to 
apply later than the time at which a proceeding is noticed for hearing 
unless the person responsible for the communication has knowledge that 
it will be noticed, in which case the prohibitions shall apply beginning 
at the time of his or her acquisition of such knowledge.
    (2) The prohibitions in Sec. 200.111(a) shall continue until the 
time to file a petition for rehearing from the final order of the 
Commission has expired. In the event a petition for rehearing is filed, 
these prohibitions shall cease if and when the petition for rehearing is 
denied.
    (3) The Commission may, by specific order entered in a particular 
proceeding, determine that these prohibitions shall commence from some 
date earlier than the time specified in this paragraph (c) or shall 
continue until a date subsequent to the time specified herein.
    (d) Definitions. As used in this subpart:
    (1) Ex parte communication means an oral or written communication 
not on the public record with respect to which reasonable prior notice 
to all participants to the proceeding is not given, but it shall not 
include requests for status reports on any matter or proceeding. In 
addition, an ex parte communication shall not include:
    (i) Any written communication of which copies are served by the 
communicator contemporaneously with the transmittal of the communication 
in accordance with requirements of Rule 150 of the Commission's Rules of 
Practice, Sec. 201.150 of this chapter, upon all participants to the 
proceeding (including the interested Division or Office of the 
Commission); or
    (ii) Any oral communication where 48 hours advance written notice is 
given to all participants to the proceeding (including the interested 
division of the Commission).
    (2) Participants to the proceeding means all parties to the 
proceeding (including the interested Division or Office of the 
Commission) and any other persons who have been granted limited 
participation pursuant to the provisions of Rule 210(c) of the 
Commission's Rules of Practice, Sec. 201.210(c) of this chapter.
    (3) Decisional employee means: (i) The administrative law judge 
assigned to the proceeding in question; and
    (ii) All members of the staff of the Office of Opinions and Review; 
and
    (iii) The legal and executive assistants to members of the 
Commission; and
    (iv) Any employee of the Commission who has been specifically named 
by order of the administrative law judge or the Commission in the 
proceeding to assist thereafter in making or recommending a particular 
decision; and
    (v) Any other employee of the Commission who is, or may reasonably 
be expected to be, involved in the decisional process of the proceeding.

[42 FR 14690, Mar. 16, 1977, as amended at 60 FR 32795, June 23, 1995; 
69 FR 13175, Mar. 19, 2004]



Sec. 200.112  Duties of recipient; notice to participants.

    (a) Duties of recipient. A member of the Commission or decisional 
employee who receives, or who make or knowingly causes to be made, a 
communication prohibited by this section, or who receives or makes a 
communication which he or she concludes should, in fairness, be brought 
to the attention of all participants to the proceeding, shall transmit 
to the Commission's Secretary, who shall place on the public record of 
the proceeding:
    (1) All such written communications; and
    (2) Memoranda stating the substance of all such oral communications; 
and
    (3) All written responses, and memoranda stating the substance of 
all oral responses, to the materials described in paragraphs (a) (1) and 
(2) of this section.

[[Page 83]]

    (b) Notice to participants. The Secretary shall send copies of the 
communication to all participants to the proceeding with respect to 
which it was made, and shall notify the communicator of the provisions 
of this code prohibiting ex parte communications. If the communications 
are from persons other than participants to the proceedings or their 
agents, and the Secretary determines that it would be too burdensome to 
send copies of the communications to all participants because: (1) The 
communications are so voluminous, or (2) the communications are of such 
borderline relevance to the issues of the proceedings, or (3) the 
participants to the proceeding are so numerous, the Secretary may, 
instead, notify the participants that the communications have been 
received, placed in the file, and are available for examination.
    (c) Post decisional communications. Any Commission member or 
decisional employee who receives a communication which would be 
prohibited by this Code, but for the fact that it was received 
subsequent to the date when the prohibitions imposed hereby have ceased 
to apply, shall comply with the provisions of Sec. 200.112(a) with 
respect to such communication in the event that he or she is to act in a 
decisional capacity in the same proceeding pursuant to remand where he 
or she concludes, in fairness, that such communication should be brought 
to the attention of all participants to the proceeding.

[42 FR 14691 Mar. 16, 1977]



Sec. 200.113  Opportunity to respond; interception.

    (a) Opportunity to respond. All participants to a proceeding may 
respond to any allegations or contentions contained in a prohibited ex 
parte communication placed in the public record in accordance with 
Sec. 200.112. Such responses shall be included in the public record.
    (b) Interception of communications. All written communications 
addressed to the Commission respecting a proceeding will be deemed to be 
communications to the staff of the interested division and will be 
directed to that division by the Commission's mail room. A Commission 
member or decisional employee may instruct any of his assistants who are 
nondecisional employees to intercept any communication directed to him 
which might appear to violate this Code and authorize them either to 
transmit any such written communication to the staff of the interested 
division of the Commission, if it appears from the contents of the 
communication that the intent of the sender is consistent with such 
action, or to return the communication to the sender.

[28 FR 4447, May 3, 1963, as amended at 42 FR 14691, Mar. 16, 1977]



Sec. 200.114  Sanctions.

    (a) Discipline of persons practicing before the Commission. The 
Commission may, to the extent not prohibited by law, censure, suspend, 
or revoke the privilege to practice before it of any person who makes, 
or solicits the making of, an unauthorized ex parte communication.
    (b) Adverse action on claim. Upon receipt of a communication 
knowingly made or knowingly caused to be made by a party in violation of 
this subpart, the Commission, administrative law judge, or other 
employee presiding at the hearing may, to the extent consistent with the 
interests of justice and the policy of the underlying statutes, require 
the party to show cause why his claim or interest in the proceeding 
should not be dismissed, denied, disregarded, or otherwise adversely 
affected on account of such violation.
    (c) Discipline of Commission employees. The Commission may censure, 
suspend, or dismiss any Commission employee who violates the 
prohibitions or requirements of this Code.

[28 FR 4447, May 3, 1963, as amended at 42 FR 14691, Mar. 16, 1977]



Subpart G_Plan of Organization and Operation Effective During Emergency 
                               Conditions

    Authority: 15 U.S.C. 77s, 78d, 78d-1, 78w, 77sss, 80a-37, 80b-11; 
Reorganization Plan No. 10 of 1950 (15 U.S.C. 78d nt).

    Source: 28 FR 6970, July 9, 1963, unless otherwise noted.

[[Page 84]]



Sec. 200.200  Purpose.

    This subpart describes the plan of organization and operation which 
will be observed by the Securities and Exchange Commission in 
discharging its duties and responsibilities in the event of emergency 
conditions as defined in the following section.

[28 FR 6970, July 9, 1963, as amended at 71 FR 33386, June 9, 2006; 71 
FR 35730, June 21, 2006]



Sec. 200.201  General provisions.

    (a) For purpose of this subpart, a person shall be considered 
unavailable or incapacitated in any situation and from any cause that 
prevents the person from assuming or performing on a timely basis his or 
her authorized duties, roles, or responsibilities of office, whether 
from a primary or alternate facility, or any other location.
    (b) For purpose of this subpart, emergency conditions shall be 
deemed to commence upon the occurrence, or the imminent threat of the 
occurrence, of a natural or man-made disturbance, including, but not 
limited to, an armed attack against the United States, its territories 
or possessions, terrorist attack, civil disturbance, fire, pandemic, 
hurricane, or flood, that results in, or threatens imminently to result 
in, a substantial disruption of the organization or operations of the 
Commission. Such conditions shall be deemed to continue until the 
Commission shall, by notice or older, resume its normal organization and 
operations, whether at its headquarters in Washington, DC or elsewhere.

[71 FR 33386, June 9, 2006]



Sec. 200.202  Offices, and information and submittals.

    (a) During emergency conditions, the location or headquarters of the 
Commission shall be as designated by the Chairman or his successor. The 
location of each Regional Office of the Commission, if different from 
the normal location, shall be as designated by the Chairman of the 
Commission or his successor, or in the absence of communications with 
him, by the Regional Director for the area or his acting successor.
    (b) During emergency conditions, all formal or informal requests, 
filings, reports, or other submittals shall be submitted to the 
Commission as permitted in non-emergency conditions, unless the Chairman 
or his or her successor acting pursuant to Sec. 200.203(c)(1) of this 
subpart specifies another means or location for submission of such 
requests, filings, reports, or other submittals, by a notice that is 
disseminated through a method (or combination of methods) that is 
reasonably designed to provide broad distribution of the information to 
the public.

[28 FR 6970, July 9, 1963, as amended at 59 FR 5944, Feb. 9, 1994; 71 FR 
33387, June 9, 2006; 73 FR 32225, June 5, 2008]



Sec. 200.203  Organization, and delegations of authority.

    (a) During emergency conditions, the respective functions and 
responsibilities of the Commissioners, the Chairman of the Commission, 
and the staff members shall be, to the extent possible, as set forth in 
Subpart A of this part (Sec. 200.1 et seq.).
    (b) Action for and in the name of the Commission taken pursuant to 
this subpart by one or more Commissioners or by a successor as 
designated in this section shall mean and include the delegated 
authority to act for the unavailable or incapacitated Commissioners.
    (c) Pursuant to the statutes governing the Commission, to 
Reorganization Plan No. 10 of 1950, and to Pub. L. 100-181, section 
308(b), 101 Stat. 1249 (1987), the following automatic delegation of 
authority is made to provide continuity in the event of an emergency:
    (1) In the event of the unavailability or incapacity of the Chairman 
of the Commission during emergency conditions, the authority of the 
Chairman to govern the affairs of the Commission and to act for the 
Commission, as provided for by law and by delegation from the 
Commission, will pass to the available person highest on the following 
list, until such time as the Chairman is no longer unavailable or 
incapacitated, or a successor Chairman has assumed office pursuant to 
Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) and 
Reorganization Plan No. 10 of 1950 (15 FR 3175, 64 Stat. 1265):
    (i) The Commissioners in order of seniority.

[[Page 85]]

    (ii) The General Counsel.
    (iii) The Division Directors in the order designated by the Chairman 
in the most recent designation prior to the commencement of emergency 
conditions, or if no such designation has occurred, in order of 
seniority.
    (iv) The Regional Directors in the order designated by the Chairman 
in the most recent designation prior to the commencement of emergency 
conditions, or if no such designation has occurred, in order of 
seniority.
    (2) If and when a commissioner previously incapacitated or otherwise 
unavailable, again becomes available, he shall thereupon have all the 
powers and functions he would have had if he had not been incapacitated 
or otherwise unavailable.
    (d) Actions taken for and in the name of the Commission as described 
above shall be effective immediately or as specified by the successor 
acting, but shall be subject to reconsideration by the Commissioners 
when the Commission has been reconstituted and is functioning.
    (e) Except as may be determined otherwise by the Chairman or his 
successor, the duties of each head of a division or office of the 
Commission shall be discharged, in the event of the unavailability or 
incapacity of such person during emergency conditions, by the available 
staff member next in line of succession. The head of each division or 
office shall designate the line of succession within his division or 
office. If no such designation has been made or the designatee is 
unavailable, such duties shall be assumed by the available subordinate 
officer or employee in the particular division or office who is highest 
in grade and in the event that there is more than one such person, in 
length of service with the Commission. A person who discharges or 
assumes the duties of the head of a division or office pursuant to this 
subsection is hereby delegated, throughout the period of the 
unavailability or incapacity of the head of the division or office 
during the emergency conditions, all of the functions that the 
Commission has delegated to the head of the division or office.

[28 FR 6970, July 9, 1963, as amended at 28 FR 7672, July 27, 1963; 28 
FR 14493, Dec. 31, 1963; 54 FR 40862, Oct. 4, 1989; 59 FR 5945, Feb. 9, 
1994; 71 FR 33387, June 9, 2006; 73 FR 32225, June 5, 2008]



Sec. 200.204  Personnel, fiscal, and service functions.

    In the event of the unavailability or incapacity of the appropriate 
staff officer or his or her successor during emergency conditions, 
authority to effect temporary appointments of such additional officers 
and employees, to classify and allocate positions to their proper 
grades, to issue travel orders, and to effect emergency purchases of 
supplies, equipment and services shall be exercised by the respective 
Regional Directors, their deputies, or staff in line of succession, as 
may be required for the discharge of the lawful duties of the respective 
offices.

[28 FR 6970, July 9, 1963, as amended at 59 FR 5945, Feb. 9, 1994; 71 FR 
33387, June 9, 2006; 73 FR 32225, June 5, 2008]



Sec. 200.205  Effect upon existing Commission organization, delegations, and rules.

    Except as otherwise provided herein, all outstanding Commission 
organizational statements, delegations of authority, orders, rules and 
regulations shall remain in force and effect during emergency 
conditions, subject to all lawful requirements and such changes as may 
be authorized by or in the name of the Chairman or the Commission.

[28 FR 6970, July 9, 1963, as amended at 71 FR 33387, June 9, 2006]



   Subpart H_Regulations Pertaining to the Privacy of Individuals and 
             Systems of Records Maintained by the Commission

    Authority: 5 U.S.C. 552a(f), unless otherwise noted.
    Section 200.312 is also issued under Pub. L. 93-579, sec. k, 5 
U.S.C. 552a(k).
    Section 200.313 is also issued under Pub. L. 93-579, sec. j, 5 
U.S.C. 552a(j) and sec. k, 5 U.S.C. 552a(k).

    Source: 40 FR 44068, Sept. 24, 1975, unless otherwise noted.

[[Page 86]]



Sec. 200.301  Purpose and scope.

    (a) The Privacy Act of 1974, Pub. L. 93-579, 88 Stat. 1896, is 
based, in part, on the finding by Congress that ``in order to protect 
the privacy of individuals identified in information systems maintained 
by Federal agencies, it is necessary and proper for the Congress to 
regulate the collection, maintenance, use, and dissemination of 
information by such agencies.'' To achieve this objective the Act, among 
other things, provides, with some exceptions, that Federal agencies 
shall advise an individual upon request whether records maintained by 
the agency in a system of records pertain to the individual and shall 
grant the individual access to such records. The Act further provides 
that individuals may request amendments or corrections to records 
pertaining to them that are maintained by the agency, and that the 
agency shall either grant the requested amendments or set forth fully 
its reasons for refusing to do so.
    (b) The Securities and Exchange Commission, pursuant to subsection 
(f) of the Privacy Act, adopts the following rules and procedures to 
implement the provisions of the Act summarized above, and other 
provisions of the Act. These rules and procedures are applicable to all 
requests for information, access or amendment to records pertaining to 
an individual that are contained in any system of records that is 
maintained by the Commission.



Sec. 200.302  Definitions.

    The following definitions shall apply for purposes of this subpart:
    (a) The terms individual, maintain, record, system of records, and 
routine use are defined for purposes of these rules as they are defined 
in 5 U.S.C. 552a(a)(2), (a)(3), (a)(4), (a)(5), and (a)(6).
    (b) Commission means the Securities and Exchange Commission.



Sec. 200.303  Times, places and requirements for requests pertaining
to individual records in a record system and for the identification of
individuals making requests for access to the records pertaining to them.

    (a) Place to make request. Any request by an individual to be 
advised whether any system of records maintained by the Commission and 
named by the individual contains a record pertaining to him or her, or 
any request by an individual for access to a record pertaining to him or 
her that is contained in a system of records maintained by the 
Commission, shall be submitted by mail to the Office of Freedom of 
Information and Privacy Act Operations, SEC, 100 F Street, NE., 
Washington, DC 20549, or by facsimile (202-772-9337). All requests will 
be required to be put in writing and signed by the individual making the 
request. In the case of requests for access that are made by mail, the 
envelope should be clearly marked ``Privacy Act Request.''
    (1) Information to be included in requests. Each request by an 
individual concerning whether the Commission maintains in a system of 
records a record that pertains to him, or for access to any record 
pertaining to the individual that is maintained by the Commission in a 
system of records, shall include such information as will assist the 
Commission in identifying those records as to which the individual is 
seeking information or access. Where practicable, the individual should 
identify the system of records that is the subject of his request by 
reference to the Commission's notices of systems of records, which are 
published in the Federal Register, as required by section (e)(4) of the 
Privacy Act, 5 U.S.C. 552a(e)(4). Where a system of records is compiled 
on the basis of a specific identification scheme, the individual should 
include in his request the identification number or other identifier 
assigned to him. In the event the individual does not know the specific 
identifier assigned to him, he shall provide other information, 
including his full name, address, date of birth and subject matter of 
the record, to aid in processing his request. If additional information 
is required before a request can be processed, the individual shall be 
so advised.
    (2) Verification of identity. When the fact of the existence of a 
record is not required to be disclosed under the Freedom of Information 
Act, 5 U.S.C. 552, as amended, or when a record as to which access has 
been requested is not required to be disclosed under that Act, the 
individual seeking the information

[[Page 87]]

or requesting access to the record shall be required to verify his or 
her identity before access will be granted or information given. For 
this purpose, individuals shall appear at the Office of Freedom of 
Information and Privacy Act Operations, SEC, 100 F Street, NE., 
Washington, DC 20549, during normal business hours of 9 a.m. to 5:30 
p.m. E.S.T., Monday through Friday, or at one of the Commission's 
Regional Offices. The addresses and business hours of those offices are 
listed below:

    Atlanta Regional Office--3475 Lenox Road, NE., Suite 1000, Atlanta, 
GA 30326-1232. Office hours--9 a.m. to 5:30 p.m. E.T.
    Boston Regional Office--33 Arch Street, 23rd Floor, Boston, MA 
02110-1424. Office hours--9 a.m. to 5:30 p.m. E.T.
    Chicago Regional Office--175 West Jackson Boulevard, Suite 900, 
Chicago, IL 60604-2908. Office hours--8:45 a.m. to 5:15 p.m. C.T.
    Denver Regional Office--1801 California Street, Suite 1500, Denver, 
CO 80202-2656. Office hours--8 a.m. to 4:30 p.m. M.T.
    Fort Worth Regional Office--Burnett Plaza, Suite 1900, 801 Cherry 
Street, Unit #18, Fort Worth, TX 76102-6882. Office hours--8:30 a.m. to 
5 p.m. C.T.
    Los Angeles Regional Office--5670 Wilshire Boulevard, 11th Floor, 
Los Angeles, CA 90036-3648. Office hours--8:30 a.m. to 5 p.m. P.T.
    Miami Regional Office--801 Brickell Avenue, Suite 1800, Miami, FL 
33131-4901. Office hours--9 a.m. to 5:30 p.m. E.T.
    New York Regional Office--3 World Financial Center, Suite 400, New 
York, NY 10281-1022. Office hours--9 a.m. to 5:30 p.m. E.T.
    Philadelphia Regional Office--701 Market Street, Suite 2000, 
Philadelphia, PA 19106-1532. Office hours--9 a.m. to 5:30 p.m. E.T.
    Salt Lake City Regional Office--15 W. South Temple Street, Suite 
1800, Salt Lake City, UT 84101-1573. Office hours--8 a.m. to 4:30 p.m. 
M.T.
    San Francisco Regional Office--44 Montgomery Street, Suite 2600, San 
Francisco, CA 94104-4716. Office hours--8:30 a.m. to 5 p.m. P.T.
    None of the Commission's offices is open on Saturday, Sunday or the 
following legal holidays: New Year's Day, Martin Luther King, Jr.'s 
Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, 
Veterans' Day, Columbus Day, Thanksgiving Day, and Christmas Day.

    (3) Methods for verifying identity--appearance in person. An 
individual seeking information as to records pertaining to him or access 
to those records shall furnish documentation that may reasonably be 
relied on to establish the individual's identity. Such documentation 
might include a valid birth certificate, driver's license, employee or 
military identification card, or medicare card.
    (4) Method for verifying identity by mail. Where an individual 
cannot appear at one of the Commission's Offices to verify his or her 
identity, he or she must submit, along with the request for information 
or access, a statement attesting to his or her identity. Where access is 
being sought, the statement shall include a representation that the 
requested records pertain to the individual and a statement that the 
individual is aware that knowingly and willfully requesting or obtaining 
records pertaining to an individual from the Commission under false 
pretenses is a criminal offense. This statement shall be a sworn 
statement, or in lieu of a sworn statement, an individual may submit an 
unsworn statement to the same effect if it is signed by him or her as 
true under penalty of perjury, dated, and in substantially the following 
form:
    (i) If executed outside the United States: ``I declare (or certify, 
verify, or state) under penalty of perjury under the laws of the United 
States of America that the foregoing is true and correct.''
    Executed on (date)____

(Signature)
    (ii) If executed within the United States, its territories, 
possessions, or commonwealths: ``I declare (or certify, verify, or 
state) under penalty of perjury that the foregoing is true and 
correct.''
    Executed on (date)____

(Signature)
    (5) Additional procedures for verifying identity. When it appears 
appropriate, there may be made such other arrangements for the 
verification of identity as are reasonable under the circumstances and 
appear to be effective to prevent unauthorized disclosure of, or access 
to, individual records.
    (b) Acknowledgement of requests for information pertaining to 
individual records in a record system or for access to individual 
records. (1) Except where an immediate acknowledgement is given for 
requests made in person, the receipt of a request for information 
pertaining to individual records in a record system

[[Page 88]]

will be acknowledged within 10 days after the receipt of such request. 
Requests will be processed as promptly as possible and a response to 
such requests will be given within 30 days (excluding Saturdays, 
Sundays, and legal holidays) unless, within the 30 day period and for 
cause shown, the individual making the request is notified in writing 
that a longer period is necessary.
    (2) When an individual appears in person at the Office of Freedom of 
Information and Privacy Act Operations, SEC, 100 F Street, NE., 
Washington, DC 20549, or at one of its Regional Offices to request 
access to records pertaining to him, and such individual provides the 
required information and verification of identity, the Commission's 
staff, if practicable, will indicate at that time whether it is likely 
that the individual will be given access to the records and, if so, when 
and under what circumstances such access will be given. In the case of 
requests received by mail, whenever practicable, acknowledgement of the 
receipt of the request will be given within 10 days after receipt 
(excluding Saturdays, Sundays, and legal holidays). The acknowledgement 
will indicate, if practicable, whether or not access likely will be 
granted and, if so, when and under what circumstances.

[40 FR 44068, Sept. 24, 1975, as amended at 41 FR 44698, Oct. 12, 1976; 
47 FR 26819, June 22, 1982; 52 FR 2677, Jan. 26, 1987; 54 FR 40862, Oct. 
4, 1989; 54 FR 50307, Dec. 5, 1989; 59 FR 5945, Feb. 9, 1994; 59 FR 
12543, Mar. 17, 1994; 65 FR 55185, 55186, Sept. 13, 2000; 73 FR 32225, 
June 5, 2008]



Sec. 200.304  Disclosure of requested records.

    (a) Initial review. Requests by individuals for access to records 
pertaining to them will be referred to the Commission's Privacy Act 
Officer who initially will determine whether access will be granted, 
Provided, however, That a Director of a staff Division of the Commission 
or Office head, other than the General Counsel, whose zone of 
responsibility relates to the record requested (see 17 CFR 200.13 et 
seq.), may make a determination that access is not lawfully required to 
be granted and should not be granted, in which case he, and not the 
Privacy Act Officer, shall make the required notification to the 
individual making the request.
    (b) Grant of request for access. (1) If it is determined that a 
request for access to records pertaining to an individual will be 
granted, the individual will be advised by mail that access will be 
given at the designated Office of the Commission or a copy of the 
requested record will be provided by mail if the individual shall so 
indicate. Where the individual requests that copies of the record be 
mailed to him or requests copies of a record upon reviewing it at a 
Commission Office, the individual shall pay the cost of making the 
requested copies, as set forth in Sec. 200.310 of this subpart.
    (2) In granting access to an individual to a record pertaining to 
him, such steps shall be taken by the Commission's staff as are 
necessary to prevent the unauthorized disclosure at the same time of 
information pertaining to individuals other than the person making the 
request or of other information that does not pertain to the individual.
    (c) Denial of request for access. If it is determined that access 
will not be granted, the individual making the request will be notified 
of that fact and given the reasons why access is being denied. The 
individual also will be advised (1) of his right to seek review by the 
General Counsel of the intital decision to deny access, in accordance 
with the procedures set forth in Sec. 200.308 of this subpart; and (2) 
of his right ultimately to obtain judicial review pursuant to 5 U.S.C. 
552a(g)(1)(A) of a final denial of access by the General Counsel.
    (d) Time for acting on requests for access. Access to a record 
pertaining to an individual normally will be granted or denied within 30 
days (excluding Saturdays, Sundays and legal holidays) after the receipt 
of the request for access unless the individual making the request is 
notified in writing within the 30 day period that, for good cause shown, 
a longer time is required. In such cases, the individual making the 
request shall be informed in writing of the difficulties encountered and 
an indication shall be given as to when it is anticipated that access 
may be granted or denied.

[[Page 89]]

    (e) Authorization to allow designated person to review and discuss 
records pertaining to another individual. An individual who is granted 
access to records pertaining to him, and who appears at a Commission 
Office to review the records, may be accompanied by another person of 
his choosing. Where the records as to which access has been granted are 
not required to be disclosed under provisions of the Freedom of 
Information Act 5 U.S.C. 552, as amended, the individual requesting the 
records, before being granted access, shall execute a written statement, 
signed by him and the person accompanying him, which specifically 
authorizes the latter individual to review and discuss the records. If 
such authorization has not been given as described, the person who has 
accompanied the individual making the request will be excluded from any 
review or discussion of the records.
    (f) Exclusion for certain records. Nothing contained in these rules 
shall allow an individual access to any information compiled in 
reasonable anticipation of a civil action or proceeding.

[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13866, Apr. 9, 1984; 
76 FR 71874, Nov. 21, 2011]



Sec. 200.305  Special procedure: Medical records.

    (a) Statement of physician or mental health professional. When an 
individual requests access to records pertaining to him that include 
medical and/or psychological information, the Commission, if it deems it 
necessary under the particular circumstances, may require the individual 
to submit with the request a signed statement by his physician or a 
mental health professional indicating that, in their opinion, disclosure 
of the requested records or information directly to the individual will 
not have an adverse effect on the individual.
    (b) Designation of physician or mental health professional to 
receive records. If the Commission believes, in good faith, that 
disclosure of medical and/or psychological information directly to an 
individual could have an adverse effect on that individual, the 
individual may be asked to designate in writing a physician or mental 
health professional to whom he would like the records to be disclosed, 
and disclosure that otherwise would be made to the individual will 
instead be made to the designated physician or mental health 
professional.



Sec. 200.306  Requests for amendment or correction of records.

    (a) Place to make requests. A written request by an individual to 
amend or correct records pertaining to him or her may be hand delivered 
during normal business hours to the SEC, Operations Center, Room 1418, 
6432 General Green Way, Alexandria, VA 22312-2414, or be sent by mail to 
the Office of Information and Privacy Act Operations, SEC, Operations 
Center, 6432 General Green Way, Alexandria, VA 22312-2413, or by 
facsimile (703-914-1149).
    (1) Information to be included in requests. Each request to amend or 
correct a Commission record shall reasonably describe the record sought 
to be amended or corrected. Such description should include, for 
example, relevant names, dates and subject matter to permit the record 
to be located among the records maintained by the Commission. An 
individual who has requested that a record pertaining to him be amended 
or corrected will be advised promptly if the record cannot be located on 
the basis of the description given and that further identifying 
information is necessary before his request can be processed. An initial 
evaluation of a request presented in person will be made immediately to 
ensure that the request is complete and to indicate what, if any, 
additional information will be required. Verification of the 
individual's identity as set forth in Sec. 200.303(a) (2), (3), (4) and 
(5) may also be required.
    (2) Basis for amendment or correction. An individual requesting an 
amendment or correction to a record pertaining to him shall specify the 
substance of the amendment or correction and set forth facts and provide 
such materials that would support his contention that the record 
pertaining to him as maintained by the Commission is not accurate, 
timely or complete, or that the record is not necessary and relevant to 
accomplish a statutory purpose of the Commission as authorized

[[Page 90]]

by law or by Executive Order of the President.
    (b) Acknowledgement of requests for amendment or correction. Receipt 
of a request to amend or correct a record pertaining to an individual 
normally will be acknowledged in writing within 10 days after such 
request has been received. When a request to amend or correct is made in 
person, the individual making the request will be given a written 
acknowledgement when the request is presented. The acknowledgement will 
describe the request received and indicate when it is anticipated that 
action will be taken on the request. No acknowledgement will be sent 
when the request for amendment or correction will be reviewed, and an 
initial decision made, within 10 days from the date the request is 
received.

[40 FR 44068, Sept. 24, 1975, as amended at 47 FR 26819, June 22, 1982; 
65 FR 55186, Sept. 13, 2000]



Sec. 200.307  Review of requests for amendment or correction.

    (a) Initial review. As in the case of requests for access, requests 
by individuals for amendment or correction to records pertaining to them 
will be referred to the Commission's Privacy Act Officer for an initial 
determination, except that such requests may be considered by a Division 
Director or Office Head (other than the General Counsel) as set forth in 
Sec. 200.304(a) of this subpart.
    (b) Standards to be applied in reviewing requests. In reviewing 
requests to amend or correct records, the Privacy Act Officer, or 
Division or Office head, will be guided by the criteria set forth in 5 
U.S.C. 552a(e)(1), i.e., that records maintained by the Commission shall 
contain only such information as is necessary and relevant to accomplish 
a statutory purpose of the Commission as required by statute or 
Executive Order of the President and that such information also be 
accurate, timely, and complete. These criteria will be applied whether 
the request is to add material to a record or to delete information from 
a record.
    (c) Time for acting on requests. Initial review of a request by an 
individual to amend or correct a record pertaining to him shall be 
completed as promptly as is reasonably possible and normally within 30 
days (excluding Saturdays, Sundays and legal holidays) from the date the 
request was received, unless unusual circumstances preclude completion 
of review within that time. If the anticipated completion date indicated 
in the acknowledgement cannot be met, the individual requesting the 
amendment will be advised in writing of the delay and the reasons 
therefor, and also advised when action is expected to be completed.
    (d) Grant of requests to amend or correct records. If a request to 
amend or correct a record is granted in whole or in part, the Privacy 
Act Officer will: (1) Advise the individual making the request in 
writing of the extent to which it has been granted; (2) amend or correct 
the record accordingly; and (3) where an accounting of disclosures of 
the record has been kept pursuant to 5 U.S.C. 552a(c), advise all 
previous recipients of the record of the fact that the record has been 
amended or corrected and the substance of the amendment or correction.
    (e) Denial of requests to amend or correct records. If an 
individual's request to amend or correct a record pertaining to him is 
denied in whole or in part, the Privacy Act Officer will:
    (1) Promptly advise the individual making the request in writing of 
the extent to which the request has been denied;
    (2) State the reasons for the denial of the request;
    (3) Describe the procedures established by the Commission to obtain 
further review within the Commission of the request to amend or correct, 
including the name and address of the person to whom the appeal is to be 
addressed; and
    (4) Inform the individual that the Privacy Act Officer will provide 
information and assistance to the individual in perfecting an appeal of 
the initial decision.

[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13866, Apr. 9, 1984; 
76 FR 71874, Nov. 21, 2011]

[[Page 91]]



Sec. 200.308  Appeal of initial adverse agency determination as to 
access or as to amendment or correction.

    (a) Administrative review. Any person who has been notified pursuant 
to Sec. 200.304(c) that his request for access to records pertaining to 
him has been denied, or pursuant to Section 307(e) of this subpart that 
his request for amendment or correction has been denied in whole or in 
part, or who has received no response to a request for access or to 
amend within 30 days (excluding Saturdays, Sundays and legal holidays) 
after his request was received by the Office of Information and Privacy 
Act Operations (or within such extended period as may be permitted in 
accordance with Secs. 200.304(d) and 200.307(c) of this subpart), may 
appeal the adverse determination or failure to respond to the General 
Counsel.
    (1) The appeal shall be in writing and shall describe the record in 
issue and set forth the proposed amendment or correction and the reasons 
therefor.
    (2) The appeal shall be delivered or sent by mail to the Office of 
Information and Privacy Act Operations, SEC, Operations Center, 6432 
General Green Way, Alexandria, VA 22312-2413, or by facsimile (703-914-
1149).
    (3) The applicant, if he wishes, may state such facts and cite such 
legal or other authorities as he may consider appropriate in support of 
his application.
    (4) The General Counsel will make a determination with respect to 
any appeal within 30 days after the receipt of such appeal (excluding 
Saturdays, Sundays and legal holidays), unless for good cause shown, the 
General Counsel shall extend that period. If such an extension is made, 
the individual who is appealing shall be advised in writing of the 
extension, the reasons therefor, and the anticipated date when the 
appeal will be decided.
    (5) In considering an appeal from a denial of a request to amend or 
correct a record, the General Counsel shall apply the same standards as 
set forth in Sec. 200.307(b).
    (6) If the General Counsel shall conclude that access should be 
granted, he or she shall issue an order granting access and instructing 
the Privacy Act Officer to comply with Sec. 200.304(b).
    (7) If the General Counsel shall conclude that the request to amend 
or correct the record should be granted in whole or in part, he or she 
shall issue an order granting the requested amendment or correction in 
whole or in part and instructing the Privacy Act Officer to comply with 
the requirements of Sec. 200.307(d) of this subpart, to the extent 
applicable.
    (8) If the General Counsel affirms the initial decision denying 
access, he or she shall issue an order denying access and advising the 
individual seeking access of (i) The order; (ii) the reasons for denying 
access; and (iii) the individual's right to obtain judicial review of 
the decision pursuant to 5 U.S.C. 552a(g)(1)(B).
    (9) If the General Counsel determines that the decision of the 
Privacy Act Officer denying a request to amend or correct a record 
should be upheld, he or she shall issue an order denying the request and 
the individual shall be advised of
    (i) The order refusing to amend or correct the record and the 
reasons therefor;
    (ii) His or her right to file a concise statement setting forth his 
or her disagreement with the General Counsel's decision not to amend or 
correct the record;
    (iii) The procedures for filing such a statement of disagreement 
with the General Counsel;
    (iv) The fact that any such statement of disagreement will be made 
available to anyone to whom the record is disclosed, together with, if 
the General Counsel deems it appropriate, a brief statement setting 
forth the General Counsel's reasons for refusing to amend or correct;
    (v) The fact that prior recipients of the record in issue will be 
provided with the statement of disagreement and the General Counsel's 
statement, if any, to the extent that an accounting of such disclosures 
has been maintained pursuant to 5 U.S.C. 552a(c); and
    (vi) The individual's right to seek judicial review of the General 
Counsel's refusal to amend or correct, pursuant to 5 U.S.C. 
552a(g)(1)(A).

[[Page 92]]

    (10) In appropriate cases the General Counsel may, in his or her 
sole and unfettered discretion, refer matters requiring administrative 
review of initial decisions to the Commission for determination and the 
issuance, where indicated, of orders.
    (b) Statement of disagreement. As noted in paragraph (a)(9)(ii) of 
this section, an individual may file with the General Counsel a 
statement setting forth his disagreement with the General Counsel's 
denial of his request to amend or correct a record.
    (1) Such statement of disagreement shall be delivered or sent by 
mail to the Office of Freedom of Information and Privacy Act Operations, 
SEC, Operations Center, 6432 General Green Way, Alexandria, VA 22312-
2413, or by facsimile (703-914-1149), within 30 days after receipt by 
the individual of the General Counsel's order denying the amendment or 
correction. For good cause shown this period can be extended for a 
reasonable time.
    (2) Such statement of disagreement shall concisely state the basis 
for the individual's agreement. Generally a statement should be no more 
than two pages in length, except an individual may submit a slightly 
longer statement if it is necessary to set forth his disagreement 
effectively. Unduly lengthy or irrelevant materials will be returned to 
the individual by the General Counsel for appropriate revisions before 
they become a permanent part of the individual's record.
    (3) The record about which a statement of disagreement has been 
filed will clearly note which part of the record is disputed and the 
General Counsel will provide copies of the statement of disagreement 
and, if the General Counsel deems it appropriate, provide a concise 
statement of his or her reasons for refusing to amend or correct the 
record, to persons or other agencies to whom the record has been or will 
be disclosed.
    (4) In appropriate cases, the General Counsel may, in his or her 
sole and unfettered discretion, refer matters concerning statements of 
disagreement to the Commission for disposition.

[40 FR 44068, Sept. 24, 1975, as amended at 42 FR 40190, Aug. 9, 1977; 
47 FR 26819, June 22, 1982; 49 FR 13866, Apr. 9, 1984; 65 FR 55186, 
Sept. 13, 2000; 76 FR 71874, Nov. 21, 2011]



Sec. 200.309  General provisions.

    (a) Extensions of time. Pursuant to Secs. 200.303(b), 200.304(d), 
200.307(c) and 200.308(a)(4) of this subpart, the time within which a 
request for information, access or amendment by an individual with 
respect to records maintained by the Commission that pertain to him 
normally would be processed may be extended for good cause shown or 
because of unusual circumstances. As used in these rules, good cause and 
unusual circumstances shall include, but only to the extent reasonably 
necessary to the proper processing of a particular request:
    (1) The need to search for and collect the requested records from 
field facilities or other establishments that are separate from the 
Office processing the request. Many records of the Commission are stored 
in Federal Records Centers in accordance with law--including many of the 
documents which have been on file with the Commission for more than 2 
years--and cannot be made available promptly. Other records may 
temporarily be located at a Regional Office of the Commission. Any 
person who has requested for personal examination a record stored at the 
Federal Records Center or temporarily located in a Regional Office of 
the Commission will be notified when the record will be made available 
to him.
    (2) The need to search for, collect, and appropriately examine a 
voluminous amount of separate and distinct records which may be demanded 
in a single request. While every reasonable effort will be made fully to 
comply with each request as promptly as possible on a first-come, first-
served basis, work done to search for, collect and appropriately examine 
records in response to a request for a large number of records will be 
contingent upon the availability of processing personnel in accordance 
with an equitable allocation of time to all members of the public who 
have requested or wish to request records.

[[Page 93]]

    (3) The need for consultation, which shall be conducted with all 
practicable speed, with another agency having a substantial interest in 
the determination of the request, or among two or more components within 
the Commission having substantial subject-matter interest therein.
    (b) Effective date of action. Whenever it is provided in this 
Subpart that an acknowledgement or response to a request will be given 
by specific times, deposit in the mails of such acknowledgement or 
response by that time, addressed to the person making the request, will 
be deemed full compliance.
    (c) Records in use by a member of the Commission or its staff. 
Although every effort will be made to make a record in use by a member 
of the Commission or its staff available when requested, it may 
occasionally be necessary to delay making such a record available when 
doing so at the time the request is made would seriously interfere with 
the work of the Commission or its staff.
    (d) Missing or lost records. Any person who has requested a record 
or a copy of a record pertaining to him will be notified if the record 
sought cannot be found. If he so requests, he will be notified if the 
record subsequently is found.
    (e) Oral requests; misdirected written requests--(1) Telephone and 
other oral requests. Before responding to any request by an individual 
for information concerning whether records maintained by the Commission 
in a system of records pertain to him or to any request for access to 
records by an individual, such request must be in writing and signed by 
the individual making the request. The General Counsel will not 
entertain any appeal from an alleged denial or failure to comply with an 
oral request. Any person who has orally requested information or access 
to records pertaining to him that he believes to have been improperly 
denied to him should resubmit his request in appropriate written form in 
order to obtain proper consideration and, if need be, administrative 
review.
    (2) Misdirected written requests. The Commission cannot assure that 
a timely or satisfactory response will be given to written requests for 
information, access or amendment by an individual with respect to 
records pertaining to him that are directed to the Commission other than 
in a manner prescribed in Secs. 200.303(a), 200.306(a), 200.308(a)(2), 
and 200.310 of this subpart. Any staff member who receives a written 
request for information, access or amendment should promptly forward the 
request to the Privacy Act Officer. Misdirected requests for records 
will be considered to have been received by the Commission only when 
they have been actually received by the Privacy Act Officer in cases 
under Sec. 200.308(a)(2). The General Counsel will not entertain any 
appeal from an alleged denial or failure to comply with a misdirected 
request, unless it is clearly shown that the request was in fact 
received by the Privacy Act Officer.

[40 FR 44068, Sept. 24, 1975, as amended at 49 FR 13867, Apr. 9, 1984; 
59 FR 5945, Feb. 9, 1994; 73 FR 32226, June 5, 2008]



Sec. 200.310  Fees.

    (a) A request by an individual for copies of a record pertaining to 
him or her that is maintained by the Commission may be sent by mail to 
the Office of Freedom of Information and Privacy Act Operations, SEC, 
Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413, or 
by facsimile (703-914-1149). There will be no charge assessed to the 
individual for the Commission's expense involved in searching for or 
reviewing the record. Copies of the Commission's records will be 
provided by a commercial copier or by the Commission at rates 
established by a contract between the copier and the Commission.
    (b) Waiver or reduction of fees. Whenever the Privacy Act Officer 
determines that good cause exists to grant a request for reduction or 
waiver of fees for copying documents, he or she may reduce or waive any 
such fees.

(Pub. L. 87-592, 76 Stat. 394, 15 U.S.C. 78d-1, 78d-2; Pub. L. 93-502; 
11 U.S.C. 901, 1109(a))

[42 FR 56727, Oct. 28, 1977, as amended at 47 FR 26819, June 22, 1982; 
49 FR 12686, Mar. 30, 1984; 50 FR 50287, Dec. 10, 1985; 65 FR 55186, 
Sept. 13, 2000]



Sec. 200.311  Penalties.

    Title 18 U.S.C. 1001 makes it a criminal offense, subject to a 
maximum fine

[[Page 94]]

of $10,000, or imprisonment for not more than 5 years or both, to 
knowingly and willingly make or cause to be made any false or fradulent 
statements or representations in any matter within the jurisdiction of 
any agency of the United States. 5 U.S.C. 552a(i) makes it a misdemeanor 
punishable by a fine of not more than $5,000 for any person knowingly 
and willfully to request or obtain any record concerning an individual 
from the Commission under false pretenses. 5 U.S.C. 552a(i) (1) and (2) 
provide criminal penalties for certain violations of the Privacy Act by 
officers and employees of the Commission.



Sec. 200.312  Specific exemptions.

    Pursuant to section (k) of the Privacy Act of 1974, the Chairman of 
the Securities and Exchange Commission, with the concurrence of the 
Commission, has deemed it necessary to promulgate the following 
exemptions to specified provisions of the Privacy Act:
    (a) Pursuant to, and limited by 5 U.S.C. 552a(k)(2), the following 
systems of records maintained by the Commission shall be exempted from 5 
U.S.C. 552a(c)(3), (d), (e)(1), (e)(4)(G), (H), and (I), and (f) and 17 
CFR 200.303, 200.304, and 200.306, insofar as they contain investigatory 
materials compiled for law enforcement purposes:
    (1) Enforcement Files;
    (2) Office of General Counsel Working Files;
    (3) Office of the Chief Accountant Working Files;
    (4) Name-Relationship Index System;
    (5) Rule 102(e) of the Commission's Rules of Practice--Appearing or 
Practicing Before the Commission;
    (6) Agency Correspondence Tracking System;
    (7) Tips, Complaints, and Referrals (TCR) Records;
    (8) SEC Security in the Workplace Incident Records; and
    (9) Investor Response Information System (IRIS).
    (b) Pursuant to 5 U.S.C. 552a(k)(5), the system of records 
containing the Commission's Disciplinary and Adverse Actions, Employee 
Conduct, and Labor Relations Files shall be exempt from sections (c)(3), 
(d), (e)(1), (e)(4)(G), (H), and (I), and (f) of the Privacy Act, 5 
U.S.C. 552a(c)(3), (d), (e)(1), (e)(4)(G), (e)(4)(H), and (e)(4)(I), and 
(f), and 17 CFR 200.303, 200.304, and 200.306 insofar as they contain 
investigatory material compiled to determine an individual's 
suitability, eligibility, and qualifications for Federal civilian 
employment or access to classified information, but only to the extent 
that the disclosure of such material would reveal the identity of a 
source who furnished information to the Government under an express 
promise that the identity of the source would be held in confidence, or, 
prior to September 27, 1975, under an implied promise that the identity 
of the source would be held in confidence.

[40 FR 44073, Sept. 24, 1975, as amended at 52 FR 2677, Jan. 26, 1987; 
54 FR 24332, June 7, 1989; 54 FR 46373, Nov. 3, 1989; 60 FR 32795, June 
23, 1995; 65 FR 55186, Sept. 13, 2000; 76 FR 57637, Sept. 16, 2011]



Sec. 200.313  Inspector General exemptions.

    (a) Pursuant to section (j) of the Privacy Act of 1974, the Chairman 
of the Securities and Exchange Commission, with the concurrence of the 
Commission, has deemed it necessary to promulgate the following 
exemptions to specified provisions of the Privacy Act:
    (1) Pursuant to, and limited by 5 U.S.C. 552a(j)(2), the system of 
records maintained by the Office of Inspector General of the Commission 
that contains the Investigative Files shall be exempted from the 
provisions of 5 U.S.C. 552a, except subsections (b), (c) (1) and (2), 
(e)(4) (A) through (F), (e) (6), (7), (9), (10), and (11), and (i), and 
17 CFR 200.303, 200.304, 200.306, 200.307, 200.308, 200.309 and 200.310, 
insofar as the system contains information pertaining to criminal law 
enforcement investigations.
    (2) [Reserved]
    (b) Pursuant to section (k) of the Privacy Act of 1974, the Chairman 
of the Securities and Exchange Commission, with the concurrence of the 
Commission, has deemed it necessary to promulgate the following 
exemptions to specified provisions of the Privacy Act:
    (1) Pursuant to, and limited by 5 U.S.C. 552a(k)(2), the system of 
records maintained by the Office of Inspector General of the Commission 
that contains the Investigative Files shall be

[[Page 95]]

exempted from 5 U.S.C. 552a(c)(3), (d), (e)(1), (e)(4) (G), (H), and 
(I), and (f) and 17 CFR 200.303, 200.304, and 200.306, insofar as it 
contains investigatory materials compiled for law enforcement purposes.
    (2) [Reserved]

[55 FR 19872, May 14, 1990]



  Subpart I_Regulations Pertaining to Public Observation of Commission 
                                Meetings

    Authority: 5 U.S.C. 552b, unless otherwise noted. Section 200.410 
also is issued under 29 U.S.C. 794.

    Source: 42 FR 14693, Mar. 16, 1977, unless otherwise noted.



Sec. 200.400  Open meetings.

    Except as otherwise provided in this subpart, meetings of the 
Commission shall be open to public observation.



Sec. 200.401  Definitions.

    As used in this subpart:
    (a) Meeting means the joint deliberations of at least the number of 
individual members of the Securities and Exchange Commission required to 
take action on behalf of the Commission where such deliberations 
determine or result in the joint conduct or disposition of official 
Commission business, but does not include deliberations required or 
permitted by Sec. 200.42 or Sec. 200.43 (respecting seriatim and duty 
officer disposition of Commission business, respectively), or by 
Secs. 200.403, 200.404, or 200.405 (respecting whether particular 
Commission deliberations shall be open or closed and related matters).
    (b) Portion of a meeting means the consideration during a meeting of 
a particular topic or item separately identified in the notice of 
Commission meetings described in Sec. 200.403.
    (c) Open, when used in the context of a Commission meeting or a 
portion thereof, means that the public may attend and observe the 
deliberations of the Commission during such meeting or portion of a 
meeting, consistent with the provisions of Sec. 200.410 (respecting 
decorum at meetings and other related matters).
    (d) Closed, when used in the context of a Commission meeting or a 
portion thereof, means that the public may not attend or observe the 
deliberations of the Commission during such meeting or portion of a 
meeting.
    (e) Announce, and make publicly available, when used in the context 
of the dissemination of information, mean, in addition to any specific 
method of publication described in this subpart, that a document 
containing the information in question will be posted for public 
inspection in, or adjacent to, the lobby of the Commission's 
headquarters offices, and will be available to the public through the 
Commission's Public Reference Section and the Commission's Office of 
Public Affairs, all in Washington, DC
    (f) The term likely to, as used in Sec. 200.402, illustrating the 
circumstances under which Commission meetings may be closed, and the 
circumstances in which information may be deleted from the notice of 
Commission meetings, means that it is more probable than not that the 
discussion of Commission business, or publication of information, 
reasonably could encompass matters which the Commission is authorized, 
by the Government in the Sunshine Act, Pub. L. 94-409, as implemented by 
this subpart, to consider or discuss at a closed meeting (or a closed 
portion of a meeting).
    (g) The term financial institution, as used in Sec. 200.402(a), 
authorizing the closure of certain Commission meetings, includes, but is 
not limited to, banks, savings and loan associations, credit unions, 
brokers and dealers in securities or commodities, exchanges dealing in 
securities or commodities, national securities associations, investment 
companies, investment advisers, securities industry self-regulatory 
organizations subject to 15 U.S.C. 78s, and institutional managers as 
defined in 15 U.S.C. 78m(f).
    (h) The term person includes, but is not limited to, any 
corporation, partnership, company, association, joint stock corporation, 
business trust, unincorporated organization, government, political 
subdivision, agency, or instrumentality of a government.

[42 FR 14693, Mar. 16, 1977, as amended at 60 FR 17202, Apr. 5, 1995]

[[Page 96]]



Sec. 200.402  Closed meetings.

    (a) Nonpublic matters. Pursuant to the general or special procedures 
for closing Commission meetings, as set forth in Sec. 200.404 or 
Sec. 200.405, respectively, a meeting, or any portion thereof, shall be 
closed to public observation where the Commission determines that such 
meeting, or a portion thereof, is likely to:
    (1) Disclose matters specifically authorized under criteria 
established by an executive order to be kept secret in the interests of 
national defense or foreign policy, and in fact properly classified 
pursuant to such executive order.
    (2) Relate solely to the internal personnel rules and practices of 
the Commission or any other agency, including, but not limited to, 
discussion concerning:
    (i) Operation rules, guidelines, and manuals of procedure for 
investigators, attorneys, accountants, and other employees, other than 
those rules, guidelines, and manuals which establish legal requirements 
to which members of the public are expected to conform; or
    (ii) Hiring, termination, promotion, discipline, compensation, or 
reward of any Commission employee or member, the existence, 
investigation, or disposition of a complaint against any Commission 
employee or member, the physical or mental condition of any Commission 
employee or member, the handling of strictly internal matters, which 
would tend to infringe on the privacy of the staff or members of the 
Commission, or similar subjects.
    (3) Disclose matters specifically exempted from disclosure by 
statute (other than 5 U.S.C. 552): Provided, That such statute requires 
that the matters be withheld from the public in such a manner as to 
leave no discretion on the issue, or establishes particular criteria for 
withholding or refers to particular types of matters to be withheld.
    (4) Disclose trade secrets and commercial or financial information 
obtained from a person and privileged or confidential, including, but 
not limited to:
    (i) Information contained in letters of comment in connection with 
registration statements, applications for registration or other material 
filed with the Commission, replies thereto, and related material which 
is deemed to have been submitted to the Commission in confidence or to 
be confidential at the instance of the registrant or person who has 
filed such material unless the contrary clearly appears; and
    (ii) Information contained in any document submitted to or required 
to be filed with the Commission where the Commission has undertaken 
formally or informally to receive such submission or filing for its use 
or the use of specified persons only, such as preliminary proxy material 
filed pursuant to Rule 14a-6 under the Securities Exchange Act (17 CFR 
240.14a-6), reports filed pursuant to Rule 316(a) under the Securities 
Act (17 CFR 230.316(a)), agreements filed pursuant to Rule 15c3-1 under 
the Securities Exchange Act, 17 CFR 240.15c3-1, schedules filed pursuant 
to Part I of Form X-17A-5 (17 CFR 249.617) in accordance with Rule 17a-
5(b)(3) under the Securities Exchange Act (17 CFR 240.17a-5(b)(3)), 
statements filed pursuant to Rule 17a-5(k)(1) under the Securities 
Exchange Act (17 CFR 240.17a-5(k)(1)), confidential reports filed 
pursuant to Rules 17a-9, 17a-10, 17a-12 and 17a-16 under the Securities 
Exchange Act (17 CFR 240.17a-9, 240.17a-10, 240.17a-12, and 240.17a-16), 
and any information filed with the Commission and confidential pursuant 
to section 45 of the Investment Company Act of 1940, 15 U.S.C. 80a-44, 
or Rule 45a-1 thereunder (17 CFR 270.45a-1); and
    (iii) Information contained in reports, summaries, analyses, 
letters, of memoranda arising out of, in anticipation of, or in 
connection with, an examination or inspection of the books and records 
of any person or any other investigation.
    (5) Involve accusing any person of a crime, or formally censuring 
any person, including, but not limited to, consideration of whether to:
    (i) Institute, continue, or conclude administrative proceedings or 
any formal or informal investigation or inquiry, whether public or 
nonpublic, against or involving any person, alleging a violation of any 
provision of the federal securities laws, or the rules and regulations 
thereunder, or any other

[[Page 97]]

statute or rule a violation of which is punishable as a crime; or
    (ii) Commence, participate in, or terminate judicial proceedings 
alleging a violation of any provision of the federal securities laws, or 
the rules and regulations thereunder, or any other statute or rule a 
violation of which is punishable as a crime; or
    (iii) Issue a report or statement discussing the conduct of any 
person and the relationship of that conduct to possible violations of 
any provision of the federal securities laws, or the rules and 
regulations thereunder, or any other statute or rule a violation of 
which is punishable as a crime; or
    (iv) Transmit, or disclose, with or without recommendation, any 
Commission memorandum, file, document, or record to the Department of 
Justice, a United States Attorney, any federal, state, local, or foreign 
governmental authority or foreign securities authority, any professional 
association, or any securities industry self-regulatory organization, in 
order that the recipient may consider the institution of proceedings 
against any person or the taking of any action that might involve 
accusing any person of a crime or formally censuring any person; or
    (v) Seek from, act upon, or act jointly with respect to, any 
information, file, document, or record where such action could lead to 
accusing any person of a crime or formally censuring any person by any 
entity described in paragraph (a)(5)(iv) of this section.
    (6) Disclose information of a personal nature, where disclosure 
would constitute a clearly unwarranted invasion of personal privacy.
    (7)(i) Disclose investigatory records compiled for law enforcement 
purposes, or information which, if written, would be contained in such 
records, to the extent that the production of such records would:
    (A) Interfere with enforcement activities undertaken, or likely to 
be undertaken, by the Commission or the Department of Justice, or any 
United States Attorney, or any Federal, State, local, or foreign 
governmental authority or foreign securities authority, any professional 
association, or any securities industry self-regulatory organization;
    (B) Deprive a person of a right to a fair trial or an impartial 
adjudication;
    (C) Constitute an unwarranted invasion of personal privacy;
    (D) Disclose the identity of a confidential source and, in the case 
of a record compiled by a criminal law enforcement authority in the 
course of a criminal investigation, or by an agency conducting a lawful 
national security intelligence investigation, confidential information 
furnished only by the confidential source;
    (E) Disclose investigative techniques and procedures; or
    (F) Endanger the life or physical safety of law enforcement 
personnel.
    (ii) The term investigatory records includes, but is not limited to, 
all documents, records, transcripts, evidentiary materials of any 
nature, correspondence, related memoranda, or work product concerning 
any examination, any investigation (whether formal or informal), or any 
related litigation, which pertains to, or may disclose, the possible 
violation by any person of any provision of any statute, rule, or 
regulation administered by the Commission, by any other Federal, State, 
local, or foreign governmental authority or foreign securities 
authority, by any professional association, or by any securities 
industry self-regulatory organization. The term investigatory records 
also includes all written communications from, or to, any person 
complaining or otherwise furnishing information respecting such possible 
violations, as well as all correspondence or memoranda in connection 
with such complaints or information.
    (8) Disclose information contained in, or related to, any 
examination, operating, or condition report prepared by, on behalf of, 
or for the use of, the Commission, any other federal, state, local, or 
foreign governmental authority or foreign securities authority, or any 
securities industry self-regulatory organization, responsible for the 
regulation or supervision of financial institutions.
    (9) Disclose information the premature disclosure of which would be 
likely to
    (i)(A) Lead to significant financial speculation in currencies, 
securities, or

[[Page 98]]

commodities, including, but not limited to, discussions concerning the 
proposed or continued suspension of trading in any security, or the 
possible investigation of, or institution of activity concerning, any 
person with respect to conduct involving or affecting publicly-traded 
securities, or
    (B) Significantly endanger the stability of any financial 
institution; or
    (ii) Significantly frustrate the implementation, or the proposed 
implementation, of any action by the Commission, any other federal, 
state, local or foreign governmental authority, any foreign securities 
authority, or any securities industry self-regulatory organization: 
Provided, however, That this paragraph (a)(9)(ii) shall not apply in any 
instance where the Commission has already disclosed to the public the 
precise content or nature of its proposed action, or where the 
Commission is expressly required by law to make such disclosure on its 
own initiative prior to taking final agency action on such proposal.
    (10) Specifically concern the Commission's consideration of, or its 
actual: Issuance of a subpoena (whether by the Commission directly or by 
any Commission employee or member); participation in a civil action or 
proceeding, an action in a foreign court or international tribunal, or 
an arbitration; or initiation, conduct, or disposition of a particular 
case of formal adjudication pursuant to the procedures in 5 U.S.C. 554, 
or otherwise involving a determination on the record after opportunity 
for a hearing; including, but not limited to, matters involving
    (i) The institution, prosecution, adjudication, dismissal, 
settlement, or amendment of any administrative proceeding, whether 
public or nonpublic; or
    (ii) The commencement, settlement, defense, or prosecution of any 
judicial proceeding to which the Commission, or any one or more of its 
members or employees, is or may become a party; or
    (iii) The commencement, conduct, termination, status, or disposition 
of any inquiry, investigation, or proceedings to which the power to 
issue subpoenas is, or may become, attendant; or
    (iv) The discharge of the Commission's responsibilities involving 
litigation under any statute concerning the subject of bankruptcy; or
    (v) The participation by the Commission (or any employee or member 
thereof) in, or involvement with, any civil judicial proceeding or any 
administrative proceeding, whether as a party, as amicus curiae, or 
otherwise; or
    (vi) The disposition of any application for a Commission order of 
any nature where the issuance of such an order would involve a 
determination on the record after opportunity for a hearing.
    (b) Interpretation of exemptions. The examples set forth 
Sec. 200.402(a)(1) through (10) of particular matters which may be the 
subject of closed Commission deliberations are to be construed as 
illustrative, but not as exhaustive, of the scope of those exemptions.
    (c) Public interest determination. Notwithstanding the provisions of 
Sec. 200.402(a) (concerning the closing of Commission meetings), but 
subject to the provisions of Sec. 200.409(a) (respecting the right of 
certain persons to petition for the closing of a Commission meeting), 
the Commission may conduct any meeting or portion of a meeting in public 
where the Commission determines, in its discretion, that the public 
interest renders it appropriate to open such a meeting.
    (d) Nonpublic matter in announcements. The Commission may delete 
from the notice of Commission meetings described in Sec. 200.403, from 
the announcements concerning closed meetings described in 
Secs. 200.404(b) and 200.405(c), and from the General Counsel's 
certification described in Sec. 200.406, any information or description 
the publication of which would be likely to disclose matters of the 
nature described in Sec. 200.402(a) (concerning the closing of 
Commission meetings).

(Pub. L. 94-409, 90 Stat. 1241)

[42 FR 14693, Mar. 16, 1977; 47 FR 37077, Aug. 25, 1982, as amended at 
54 FR 24332, June 7, 1989]

[[Page 99]]



Sec. 200.403  Notice of Commission meetings.

    (a) Content of notice. (1) In the case of open meetings, or meetings 
closed pursuant to the procedures specified in Sec. 200.404, the 
Commission shall announce the items to be considered. For each such 
item, the announcement shall include:
    (i) A brief description of the generic or precise subject matter to 
be discussed;
    (ii) The date, place, and approximate time at which the Commission 
will consider the matter;
    (iii) Whether the meeting, or the various portions thereof, shall be 
open or closed; and
    (iv) The name and telephone number of the Commission official 
designated to respond to requests for information concerning the meeting 
at which the matter is to be considered.
    (2) Every announcement of a Commission meeting described in this 
subsection, or any amended announcement described in paragraph (c), 
shall be transmitted to the Federal Register for publication.
    (b) Time of notice. The announcement of Commission meetings referred 
to in paragraph (a) shall be made publicly available (and submitted 
immediately thereafter to the Federal Register for publication) at least 
one week prior to the consideration of any item listed therein, except 
where a majority of the members of the Commission determine, by a 
recorded vote, that Commission business requires earlier consideration 
of the matter. In the event of such a determination, the announcement 
shall be made publicly available (and submitted to the Federal Register) 
at the earliest practicable time.
    (c) Amendments to notice. (1)(i) The time or place of a meeting may 
be changed following any public announcement that may be required by 
paragraph (a). In the event of such action, the Commission shall 
announce the change at the earliest practicable time.
    (ii) The subject matter of a meeting, or the determination of the 
Commission to open or close a meeting (or a portion of a meeting), may 
be changed following any public announcement that may be required by 
paragraph (a), if (A) a majority of the entire membership of the 
Commission determines, by a recorded vote, that Commission business so 
requires and that no earlier announcement of the change was possible; 
and (B) the Commission publicly announces such change and the vote of 
each member upon such change at the earliest practicable time.
    (2) Notwithstanding the provisions of this paragraph (c), matters 
which have been announced for Commission consideration may be deleted, 
or continued in whole or in part to the next scheduled Commission 
meeting, without notice.
    (d) Notice of meetings closed pursuant to special procedure. In the 
case of meetings closed pursuant to the special procedures set forth in 
Sec. 200.405, the Commission shall make publicly available, in whole or 
in summary form,
    (1) A brief description of the general subject matter considered or 
to be considered, and
    (2) The date, place, and approximate time at which the Commission 
will, or did, consider the matter. The announcement described in this 
subsection shall be made publicly available at the earliest practicable 
time, and may be combined, in whole or in part, with the announcement 
described in paragraph (a).

    Note: The Commission intends, to the extent convenient, to adhere to 
the following schedule in organizing its weekly agenda: Closed meetings 
to consider matters concerning the enforcement of the federal securities 
laws and the conduct of related investigations will generally be held on 
Tuesdays and on Thursday afternoons. An open meeting will generally be 
held each Thursday morning to consider matters of any appropriate 
nature. On Wednesdays, either open or closed meetings, or both, will 
generally be held according to the requirements of the Commission's 
agenda for the week in question. Normally, no meetings will be scheduled 
on Mondays, Fridays, Saturdays, Sundays, or legal holidays.
    The foregoing tentative general schedule is set forth for the 
guidance of the public, but is not, in any event, binding upon the 
Commission. In every case, the scheduling of Commission meetings shall 
be determined by the demands of Commission business, consistent with the 
requirements of this subpart I. When feasible, the Commission will 
endeavor to announce the subject matter of all then-contemplated open 
meetings during a

[[Page 100]]

particular month at least one week prior to the commencement of that 
month.
    When and if convenient after the conclusion of a closed Commission 
meeting, the Commission will endeavor to make publicly available a 
notice describing (subject to the provision in Sec. 200.402(d) regarding 
nonpublic matter in announcements) the items considered at that meeting 
and any action taken thereon.



Sec. 200.404  General procedure for determination to close meeting.

    (a) Action to close meeting. Action to close a meeting pursuant to 
Sec. 200.402(a) or (c) shall be taken only upon a vote of a majority of 
the entire membership of the Commission. A separate vote of the 
Commission members shall be taken with respect to each Commission 
meeting a portion or portions of which are proposed to be closed to the 
public pursuant to Sec. 200.402(a), or with respect to any information 
which is proposed to be withheld under Sec. 200.402(d); Provided, 
however, That a single vote may be taken with respect to a series of 
meetings, a portion or portions of which are proposed to be closed, or 
with respect to any information concerning such series of meetings, so 
long as each meeting in such series relates to the same matters and is 
scheduled to be held no more than thirty days after the initial meeting 
in such series. The vote of each Commission member participating in such 
vote shall be recorded and no proxies shall be allowed.
    (b) Announcement of action to close meeting. Within one day of any 
vote pursuant to paragraph (a) of this section or Sec. 200.409(a) 
(relating to review of Commission determinations to open a meeting), the 
Commission shall make publicly available:
    (1) A written record reflecting the vote of each participating 
member of the Commission on the question; and
    (2) In the case of a meeting or portion thereof to be closed to the 
public, a written explanation of the Commission's action closing the 
meeting or a portion thereof, together with a list describing 
generically or specifically the persons expected to attend the meeting 
and their affiliation; and
    (3) For every closed meeting, the certification executed by the 
Commission's General Counsel as described in Sec. 200.406.



Sec. 200.405  Special procedure for determination to close meeting.

    (a) Finding. Based, in part, on a review of several months of its 
meetings, as well as the legislative history of the Sunshine Act, the 
Commission finds that a majority of its meetings may properly be closed 
to the public pursuant to Sec. 200.402(a) (4), (8), (9)(i), or (10), or 
any combination thereof.
    (b) Action to close meeting. The Commission may, by recorded vote of 
a majority of its members at the commencement of any meeting or portion 
thereof, determine to close any meeting or a portion thereof properly 
subject to being closed pursuant to Sec. 200.402(a) (4), (8), (9)(i), or 
(10), or any combination thereof. The procedure described in this rule 
may be utilized notwithstanding the fact that a meeting or portion 
thereof properly subject to being closed pursuant to Sec. 200.402(a) 
(4), (8), (9)(i), or (10), or any combination thereof, could also be 
closed pursuant to Sec. 200.402(a) (1), (2), (3), (5), (6), (7), or 
(9)(ii), or any combination thereof.
    (c) Announcement of action to close meeting. In the case of a 
meeting or a portion of a meeting closed pursuant to this rule, as soon 
as practicable the Commission shall make publicly available:
    (1) A written record reflecting the vote of each participating 
member of the Commission to close the meeting; and
    (2) The certification described in Sec. 200.406, executed by the 
Commission's General Counsel.



Sec. 200.406  Certification by the General Counsel.

    For every Commission meeting closed pursuant to Sec. 200.402(a) (1) 
through (10), the General Counsel of the Commission (or, in his or her 
absence, the attorney designated by General Counsel pursuant to 
Sec. 200.21) shall publicly certify that, in his or her opinion, the 
meeting may be closed to the public and shall state each relevant 
exemptive provision.

[[Page 101]]



Sec. 200.407  Transcripts, minutes, and other documents concerning
closed Commission meetings.

    (a) Record of closed meetings. Except as provided in 
Sec. 200.407(b), the Commission's Secretary shall prepare a complete 
transcript or electronic recording adequate to record fully the 
proceedings of each closed meeting, or closed portion of a meeting.
    (b) Minutes of closed meetings. In the case of a meeting, or portion 
of a meeting, closed to the public pursuant to Sec. 200.402(a) (8), 
(9)(i), or (10), the Secretary may, in his or her discretion or at the 
direction of the Commission, prepare either the transcript or recording 
described in Sec. 200.407(a), or a set of minutes. Such minutes shall 
fully and clearly describe all matters discussed and shall provide a 
full and accurate summary of any actions taken, and the reasons 
therefor, including a description of each of the views expressed on any 
item and the record of any rollcall vote (reflecting the vote of each 
participating Commission member on the question). All documents 
specifically considered by the Commission in connection with any action 
shall be identified in such minutes are maintained.
    (c) Retention of certificate and statement. The Secretary shall 
retain a copy of every certification executed by the General Counsel 
pursuant to Sec. 200.406, together with a statement from the presiding 
officer of the meeting, or portion of a meeting to which the 
certification applies, setting forth the time and place of the meeting, 
and the persons present.
    (d) Minute Record. Nothing herein shall affect the provisions of 
Secs. 200.13a and 200.40 requiring the Secretary to prepare and maintain 
a Minute Record reflecting the official actions of the Commission.



Sec. 200.408  Public access to transcripts and minutes of closed
Commission meetings; record retention.

    (a) Public access to record. Within twenty days (excluding 
Saturdays, Sundays, and legal holidays) of the receipt by the 
Commission's Freedom of Information Act Officer of a written request, or 
within such extended period as may be agreeable to the person making the 
request, the Secretary shall make available for inspection by any person 
in the Commission's Public Reference Room, the transcript, electronic 
recording, or minutes (as required by Sec. 200.407 (a) or (b)) of the 
discussion of any item on the agenda, except for such item or items as 
the Freedom of Information Act Officer determines to involve matters 
which may be withheld under Sec. 200.402 or otherwise. Copies of such 
transcript, or minutes, or a transcription of such recording disclosing 
the identity of each speaker, shall be furnished to any person at the 
actual cost of duplication, as set forth in Sec. 200.80e, and, if a 
transcript is prepared, the actual cost of such transcription.
    (b) Review of deletion from record. Any person who has been notified 
that the Freedom of Information Act Officer has determined to withhold 
any transcript, recording, or minute, or portion thereof, which was the 
subject of a request for access pursuant to Sec. 200.402(a), or any 
person who has not received a response to his or her own request within 
the 20 days specified in Sec. 200.408(a), may appeal the adverse 
determination or failure to respond by applying for an order of the 
Commission determining and directing that the transcript, recording or 
minute, or deleted portion thereof, be made available. Such application 
shall be in writing and should be directed to the Secretary, Securities 
and Exchange Commission, Washington, DC 20549. The applicant shall state 
such facts and cite such legal or other authorities as the applicant may 
consider appropriate. The Commission shall make a determination with 
respect to any appeal pursuant to this subsection within 20 days 
(excepting Saturdays, Sundays and legal public holidays) after the 
receipt of such appeal, or within such extended period as may be 
agreeable to the person making the request. The Commission may determine 
to withhold any record that is exempt from disclosure pursuant to 
Sec. 200.402(a), although it may disclose a record, even if exempt, if, 
in its discretion, it determines it to be appropriate to do so.
    (c) Retention of record. The Commission, by its Secretary, shall 
retain a

[[Page 102]]

complete verbatim copy of the transcript, or a complete copy of the 
minutes, or a complete electronic recording of each meeting, or portion 
of a meeting, closed to the public, for a period of at least two years 
after such meeting, or until one year after the conclusion of any 
Commission proceeding with respect to which the meeting or portion was 
held, whichever occurs later.



Sec. 200.409  Administrative appeals.

    (a) Review of determination to open meeting. Following any 
announcement stating that the Commission intends to open a meeting or a 
portion thereof, any person whose interests may be directly and 
substantially affected by the disposition of the matter to be discussed 
at such meeting may make a request, directed to the Commission's 
Secretary, that the meeting, or relevant portion thereof, be closed 
pursuant to Sec. 200.402(a) (5), (6), or (7). The Secretary shall 
circulate such a request to the members of the Commission, along with a 
supporting statement provided by the requestor setting forth the 
requestor's interest in the matter and the reasons why the requestor 
believes that the meeting (or portion thereof) should be closed, and the 
Commission, upon the request of any one of its members, shall vote by 
recorded vote on whether to close such meeting or portion.
    (b) Review of determination to close meeting. Following any 
announcement that the Commission intends to close a meeting or a portion 
thereof, any person may make written or telegraphic request, directed to 
the Commission's Secretary, that the meeting or a portion thereof be 
open. Such a request shall set forth the requestor's interest in the 
matter and the reasons why the requestor believes that the meeting (or a 
portion thereof) should be open to the public. The Secretary shall 
circulate such a request and supporting statement to the members of the 
Commission, and the Commission, upon the request of any one of its 
members, shall vote whether to open such a meeting or a portion thereof.



Sec. 200.410  Miscellaneous.

    (a) Unauthorized activities; maintenance of decorum. Nothing in this 
subpart shall authorize any member of the public to be heard at, or 
otherwise participate in, any Commission meeting, or to photograph or 
record by videotape or similar device any Commission meeting or portion 
thereof. The Commission may exclude any person from attendance at any 
meeting whenever necessary to preserve decorum, or where appropriate or 
necessary for health or safety reasons, or where necessary to terminate 
behavior unauthorized by this paragraph (a). Any person desiring to 
sound-record an open Commission meeting shall notify the Commission's 
Secretary of his intention to do so at least 48 hours in advance of the 
meeting in question. Any person desiring to photograph or videotape the 
Commission's proceedings may apply to the Secretary for permission to do 
so at least 48 hours in advance of the meeting in question. The 
Commission's determination to permit photography or videotaping at any 
meeting is confined to its exclusive discretion, and will be granted 
only if such activities will not result in undue disruption of 
Commission proceedings.
    (b) Suspension of open meeting. Subject to the satisfaction of any 
procedural requirements which may be required by this subpart, nothing 
in this subpart shall preclude the Commission from directing that the 
room be cleared of spectators, temporarily or permanently, whenever it 
appears that the discussion during an open Commission meeting is likely 
to involve any matter described in Sec. 200.402(a) (respecting closed 
meetings).
    (c) Access to Commission documents. Except as expressly provided, 
nothing in this subpart shall authorize any person to obtain access to 
any document not otherwise available to the public or not required to be 
disclosed pursuant to subpart D. Access to documents considered or 
mentioned at Commission meetings may only be obtained subject to the 
procedures set forth in, and the provisions of, subpart D.
    (d) Access to public meetings. Any member of the public who plans to 
attend a public meeting of the Commission, and who requires an auxiliary 
aid

[[Page 103]]

such as a sign language interpreter, should contact the Commission's 
Selective Placement Coordinator, Office of Personnel at (202) 272-7065 
or TDD number (202) 272-2552, prior to the meeting to make the necessary 
arrangements. The Selective Placement Coordinator will take all 
reasonable steps to accommodate requests made in advance of the 
scheduled meeting date.

[42 FR 14693, Mar. 16, 1977, as amended at 44 FR 32366, June 6, 1979; 55 
FR 10235, Mar. 20, 1990]



   Subpart J_Classification and Declassification of National Security 
                        Information and Material

    Authority: 15 U.S.C. 77s; 11 U.S.C. 901, 1109(a); E.O. 12356, 47 FR 
14874, Apr. 6, 1982; Information Security Oversight Office Directive No. 
1 (47 FR 27836, June 25, 1982).

    Source: 44 FR 65737, Nov. 15, 1979, unless otherwise noted.



Sec. 200.500  Purpose.

    This part establishes general policies and procedures for the 
classification, declassification and safeguarding of national security 
information which is generated, processed and/or stored by the 
Commission, and supplements Executive Order 12356, April 6, 1982 (47 FR 
14874), and Information Security Oversight Office Directive No. 1, June 
25, 1982 (47 FR 27836).

[47 FR 47236, Oct. 25, 1982]



Sec. 200.501  Applicability.

    This part applies to the handling of, and public access to, national 
security information and classified documents in the Commission's 
possession. Such documents no longer in the Commission's possession will 
be handled by the agency having possession, or in accordance with 
guidelines developed in consultation with the Archivist.



Sec. 200.502  Definition.

    As used in this part: Foreign government information means either 
(a) information provided to the United States by a foreign government or 
governments, an international organization of governments, or any 
element thereof with the expectation, express or implied, that the 
information, the source of the information, or both, are to be held in 
confidence, or (b) information produced by the United States pursuant to 
or as a result of a joint arrangement with a foreign government or 
governments or an international organization of governments or any 
element thereof, requiring that the information, the arrangement, or 
both, are to be held in confidence.

[47 FR 47236, Oct. 25, 1982]



Sec. 200.503  Senior agency official.

    The Chief Operating Officer of the Commission is designated the 
senior agency official responsible for conducting an oversight program 
to ensure effective implementation of Executive Order 12356. Any 
complaints or suggestions regarding the Commission's information 
security program should be directed to the Office of the Chief Operating 
Officer, Securities and Exchange Commission, Attn: Information Security 
Program, 100 F Street, NE., Washington, DC 20549.
    (a) The Deputy Chief Operating Officer is the Senior Agency Official 
for purposes of the Paperwork Reduction Act of 1980. In this capacity, 
the Deputy Chief Operating Officer will carry out all responsibilities 
required by the Act (Pub. L. 96-511, 3506(b)), as well as serving as 
Agency Clearance Officer for purposes of the publication of notices in 
the Federal Register.
    (b) [Reserved]

[47 FR 47236, Oct. 25, 1982, as amended at 49 FR 12686, Mar. 30, 1984; 
51 FR 5315, Feb. 13, 1986; 73 FR 32226, June 5, 2008; 76 FR 60371, 
60372, Sept. 29, 2011]



Sec. 200.504  Oversight Committee.

    An Oversight Committee is established, under the chairmanship of the 
Chief Operating Officer, with the following responsibilities:
    (a) Establish a security education program to familiarize Commission 
and other personnel who have access to classified information with the 
provisions of Executive Order 12065, and encourage Commission personnel 
to challenge those classification decisions they believe to be improper.

[[Page 104]]

    (b) Establish controls to insure that classified information is 
used, processed, stored, reproduced, and transitted only under 
conditions that will provide adequate protection and prevent access by 
unauthorized persons.
    (c) Establish procedures which require that a demonstrable need, 
under section 4-1 of Executive Order 12065, for access to classified 
information be established before administrative clearance procedures 
are initiated, as well as other appropriate procedures to prevent 
unnecessary access to classified information.
    (d) Act on all suggestions and complaints concerning Commission 
administration of its information security program.
    (e) Establish procedures within the Commission to insure the orderly 
and effective referral of requests for declassification of documents in 
the Commission's possession.
    (f) Review on an annual basis all practices for safeguarding 
information and to eliminate those practices which are duplicative or 
unnecessary.
    (g) Recommend to the Chairman of the Commission appropriate 
administrative action to correct abuse or violation of any provision of 
Executive Order 12356.
    (h) Consider and decide other questions concerning classification 
and declassification that may be brought before it.
    (i) Develop special contingency plans for the protection of 
classified information used in or near hostile or potentially hostile 
areas.
    (j) Promptly notify the Director of the Information Security 
Oversight Office whenever an officer or employee of the United States 
Government or its contractors, licensees or grantees knowingly, 
willfully or negligently (1) discloses to unauthorized persons 
information properly classified under Executive Order 12356 or 
predecessor orders or (2) classifies or continues the classification of 
information in violation of Executive Order 12356 or predecessor orders.

[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47236, Oct. 25, 1982; 
51 FR 5315, Feb. 13, 1986]



Sec. 200.505  Original classification.

    (a) No Commission Member or employee has the authority to classify 
any information on an original basis.
    (b) If a Commission employee originates information that appears to 
require classification, the employee shall immediately notify the 
Secretary and protect the information accordingly.
    (c) If the Chief Operating Officer believes the information warrants 
classification, it shall be sent to an agency with original 
classification authority over the subject matter, or to the information 
Security Oversight Office, for determination.

[44 FR 65737, Nov. 15, 1979, as amended at 51 FR 5315, Feb. 13, 1986]



Sec. 200.506  Derivative classification.

    Any document that includes paraphrases, restatements, or summaries 
of, or incorporates in new form, information that is already classified 
shall be assigned the same level of classification as the source; if, 
however, the basic information appears to have been so changed that no 
classification, or a lower classification than originally assigned, 
should be used, the appropriate official of the originating agency or 
office of origin who has the authority to upgrade, downgrade or 
declassify the information must be consulted prior to assigning a 
different classification to the information.

[47 FR 47236, Oct. 25, 1982]



Sec. 200.507  Declassification dates on derivative documents.

    (a) A document that derives its classification from information 
classified under Executive Order 12356 of predecessor orders shall be 
marked with the date or event assigned to that source information for 
its automatic declassification or for review of its continued need for 
classification.
    (b) A derivative document that derives its classification from the 
approved use of the classification guide of another agency shall bear 
the declassification date required by the provisions of that 
classification guide.

[47 FR 47236, Oct. 25, 1982]

[[Page 105]]



Sec. 200.508  Requests for mandatory review for declassification.

    (a) Requests for mandatory review of a Commission document for 
declassification may be made by any United States citizen or permanent 
resident alien, including Commission employees, or a Federal agency, or 
a State or local government. The request shall be in writing and shall 
be sent to the Office of the Chief Operating Officer, Attn: Mandatory 
Review Request, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.
    (b) The request shall describe the material sufficiently to enable 
the Commission to locate it. Requests with insufficient description of 
the material will be returned to the requester for further information.
    (c) Within 5 days of receiving a request for declassification, the 
Commission shall acknowledge its receipt. If the document was 
derivatively classified by the Commission or originally classified by 
another agency, the request and the document shall be forwarded promptly 
to the agency with original classification authority together with the 
Commission's recommendation to withhold any of the information where 
appropriate. The requester shall be notified of the referral.
    (d) If the request requires the provision of services by the 
Commission, fair and equitable fees may be charged under title 5 of the 
Independent Offices Appropriation Act, 65 Stat. 290, 31 U.S.C. 483a.

[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982; 
51 FR 5315, Feb. 13, 1986; 73 FR 32226, June 5, 2008]



Sec. 200.509  Challenge to classification by Commission employees.

    Commission employees who have reasonable cause to believe that 
information is classified unnecessarily, improperly, or for an 
inappropriate period of time, may challenge those classification 
decisions through mandatory review or other appropriate procedures as 
established by the Oversight Committee. Commission employees who 
challenge classification decisions may request that their identity not 
be disclosed.



Sec. 200.510  Access by historical researchers.

    (a) Persons outside the executive branch performing historical 
research may have access to information over which the Commission has 
classification jurisdiction for the period requested (but not longer 
than 2 years unless renewed for an additional period of less than 2 
years) if the Chief Operating Officer determines in writing that access 
to the information will be consistent with the interests of national 
security.
    (b) The person seeking access to classified information must agree 
in writing:
    (1) To be subject to a national agency check;
    (2) To protect the classified information in accordance with the 
provisions of Executive Order 12356; and
    (3) Not to publish or otherwise reveal to unauthorized persons any 
classified information.

[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982; 
51 FR 5315, Feb. 13, 1986]



Sec. 200.511  Access by former Presidential appointees.

    (a) Former Commission Members appointed by the President may have 
access to classified information or documents over which the Commission 
has jurisdiction that they originated, reviewed, signed, or received 
while in public office, if the Chief Operating Officer determines in 
writing that access to the information will be consistent with the 
interest of nation security.
    (b) The person seeking access to classified information must agree 
in writing:
    (1) To be subject to a national agency check;
    (2) To protect the classified information in accordance with the 
provisions of Executive Order 12356; and
    (3) Not to publish or otherwise reveal to unauthorized persons any 
classified information.

[44 FR 65737, Nov. 15, 1979, as amended at 47 FR 47237, Oct. 25, 1982; 
51 FR 5315, Feb. 13, 1986]

[[Page 106]]



  Subpart K_Regulations Pertaining to the Protection of the Environment

    Authority: 15 U.S.C. 78w(a)(2).

    Source: 44 FR 41177, July 16, 1979, unless otherwise noted.



Sec. 200.550  Purpose.

    This subpart sets forth the procedures the Commission will follow to 
ensure compliance with the goals of the National Environmental Policy 
Act (NEPA) and with the procedures required by NEPA in the event that 
the Commission should take action subject to such procedural 
requirements.



Sec. 200.551  Applicability.

    In the event of extraordinary circumstances in which a Commission 
action may involve major Federal action significantly affecting the 
quality of the human environment, the Commission shall follow the 
procedures set forth in Secs. 200.552 through 200.554 of this part, 
unless doing so would be inconsistent with its statutory authority under 
the Federal securities laws.

[76 FR 71874, Nov. 21, 2011]



Sec. 200.552  NEPA planning.

    Where it is reasonably foreseeable by the Commission that it may be 
required to act on a matter specified in Sec. 200.551 and that matter is 
likely to involve major Federal action significantly affecting the 
quality of the human environment, the Commission shall:
    (a) Advise the relevant persons as to information respecting the 
environment, if any, which may later be required to be submitted for 
Commission consideration should Commission action become necessary;
    (b) Consult on any environmental factors involved with individuals, 
organizations, and state and local authorities interested in the planned 
action; and
    (c) Begin implementing the procedures set forth in Secs. 200.553 and 
200.554 as soon as possible, Provided, That such procedures are not 
inconsistent with the Commission's authority under the Federal 
securities laws.



Sec. 200.553  Draft, final and supplemental impact statements.

    If the Commission determines that the requirements of section 
102(2)(C) of NEPA for preparation of an environmental impact statement 
are applicable in connection with a proposed Commission action, it shall 
prepare such statement generally in accordance with the procedures 
specified in 40 CFR parts 1500-1508, particularly part 1502 concerning 
impact statement preparation and content, Sec. 1505.1 concerning 
decision-making procedures, and Sec. 1501.6 concerning the function of 
cooperating agencies, to the extent that such procedures do not conflict 
with the Commission's statutory responsibilities and authority under the 
Federal securities laws.



Sec. 200.554  Public availability of information.

    (a) Any environmental assessment or impact statement, and Commission 
responses pertaining to formal rulemaking proceedings or adjudicatory 
proceedings, shall be made part of the record in any such proceedings. 
In the case of formal adjudicatory proceedings, this shall be done in 
accordance with Rule 460 of the Commission's Rules of Practice, 
Sec. 201.460 of this chapter. In the case of formal rulemaking 
proceedings, this shall be done in accordance with the Commission's 
rules respecting such proceedings.
    (b) The location of publicly available environmental impact 
statements will be 100 F Street, NE., Washington, DC 20549.
    (c) Interested persons may obtain information regarding and status 
reports on specific environmental impact statements and environmental 
assessments by contacting the division or office within the Commission 
which has responsibility for the particular proposed action.

[44 FR 41177, July 16, 1979, as amended at 47 FR 26819, June 22, 1982; 
60 FR 32795, June 23, 1995; 73 FR 32226, June 5, 2008]

[[Page 107]]



 Subpart L_Enforcement of Nondiscrimination on the Basis of Handicap in 
    Programs or Activities Conducted by the Securities and Exchange 
                               Commission

    Authority: 29 U.S.C. 794.

    Source: 53 FR 25885, July 8, 1988, unless otherwise noted.



Sec. 200.601  Purpose.

    The purpose of this regulation is to effectuate section 119 of the 
Rehabilitation, Comprehensive Services, and Developmental Disabilities 
Amendments of 1978, which amended section 504 of the Rehabilitation Act 
of 1973 to prohibit discrimination on the basis of handicap in programs 
or activities conducted by Executive agencies or the United States 
Postal Service.



Sec. 200.602  Application.

    This regulation (Secs. 200.601-200.670) applies to all programs or 
activities conducted by the agency, except for programs or activities 
conducted outside the United States that do not involve individuals with 
handicaps in the United States.



Sec. 200.603  Definitions.

    For purposes of this regulation, the term--
    Assistant Attorney General means the Assistant Attorney General, 
Civil Rights Division, United States Department of Justice.
    Auxiliary aids means services or devices that enable persons with 
impaired sensory, manual, or speaking skills to have an equal 
opportunity to participate in, and enjoy the benefits of, programs or 
activities conducted by the agency. For example, auxiliary aids useful 
for persons with impaired vision include readers, Brailled materials, 
audio recordings, and other similar services and devices. Auxiliary aids 
useful for persons with impaired hearing include telephone handset 
amplifiers, telephones compatible with hearing aids, telecommunication 
devices for deaf persons (TDD's), interpreters, notetakers, written 
materials, and other similar services and devices.
    Complete complaint means a written statement that contains the 
complainant's name and address and describes the agency's alleged 
discriminatory action in sufficient detail to inform the agency of the 
nature and date of the alleged violation of section 504. It shall be 
signed by the complainant or by someone authorized to do so on his or 
her behalf. Complaints filed on behalf of classes or third parties shall 
describe or identify (by name, if possible) the alleged victims of 
discrimination.
    Facility means all or any portion of buildings, structures, 
equipment, roads, walks, parking lots, rolling stock or other 
conveyances, or other real or personal property.
    Historic preservation programs means programs conducted by the 
agency that have preservation of historic properties as a primary 
purpose.
    Historic properties means those properties that are listed or 
eligible for listing in the National Register of Historic Places or 
properties designated as historic under a statute of the appropriate 
State or local government body.
    Individual with handicaps means any person who has a physical or 
mental impairment that substantially limits one or more major life 
activities, has a record of such an impairment, or is regarded as having 
such an impairment.
    As used in this definition, the phrase:
    (1) Physical or mental impairment includes--
    (i) Any physiological disorder or condition, cosmetic disfigurement, 
or anatomical loss affecting one or more of the following body systems: 
Neurological; musculoskeletal; special sense organs; respiratory, 
including speech organs; cardiovascular; reproductive; digestive; 
genitourinary; hemic and lymphatic; skin; and endocrine; or
    (ii) Any mental or psychological disorder, such as mental 
retardation, organic brain syndrome, emotional or mental illness, and 
specific learning disabilities. The term physical or mental impairment 
includes, but is not limited to, such diseases and conditions as 
orthopedic, visual, speech, and hearing impairments, cerebral palsy, 
epilepsy, muscular dystrophy, multiple sclerosis, cancer, heart disease, 
diabetes, mental retardation, emotional illness, and drug addiction and 
alcoholism.

[[Page 108]]

    (2) Major life activities includes functions such as caring for 
one's self, performing manual tasks, walking, seeing, hearing, speaking, 
breathing, learning, and working.
    (3) Has a record of such an impairment means has a history of, or 
has been misclassified as having, a mental or physical impairment that 
substantially limits one or more major life activities.
    (4) Is regarded as having an impairment means--
    (i) Has a physical or mental impairment that does not substantially 
limit major life activities but is treated by the agency as constituting 
such a limitation;
    (ii) Has a physical or mental impairment that substantially limits 
major life activities only as a result of the attitudes of others toward 
such impairment; or
    (iii) Has none of the impairments defined in paragraph (1) of this 
definition but is treated by the agency as having such an impairment.
    Qualified individual with handicaps means--
    (1) With respect to preschool, elementary, or secondary education 
services provided by the agency, an individual with handicaps who is a 
member of a class of persons otherwise entitled by statute, regulation, 
or agency policy to receive education services from the agency;
    (2) With respect to any other agency program or activity under which 
a person is required to perform services or to achieve a level of 
accomplishment, an individual with handicaps who meets the essential 
eligibility requirements and who can achieve the purpose of the program 
or activity without modifications in the program or activity that the 
agency can demonstrate would result in a fundamental alteration in its 
nature;
    (3) With respect to any other program or activity, an individual 
with handicaps who meets the essential eligibility requirements for 
participation in, or receipt of benefits from, that program or activity; 
and
    (4) Qualified handicapped person as that term is defined for 
purposes of employment in 29 CFR 1613.702(f), which is made applicable 
to this regulation by Sec. 200.640.
    Section 504 means section 504 of the Rehabilitation Act of 1973 
(Pub. L. 93-112, 87 Stat. 394 (29 U.S.C. 794)), as amended by the 
Rehabilitation Act Amendments of 1974 (Pub. L. 93-516, 88 Stat. 1617); 
the Rehabilitation, Comprehensive Services, and Developmental 
Disabilities Amendments of 1978 (Pub. L. 95-602, 92 Stat. 2955); and the 
Rehabilitation Act Amendments of 1986 (Pub. L. 99-506, 100 Stat. 1810). 
As used in this regulation, section 504 applies only to programs or 
activities conducted by Executive agencies and not to federally assisted 
programs.
    Substantial impairment means a significant loss of the integrity of 
finished materials, design quality, or special character resulting from 
a permanent alteration.



Secs. 200.604-200.609  [Reserved]



Sec. 200.610  Self-evaluation.

    (a) The agency shall, by September 6, 1989, evaluate its current 
policies and practices, and the effects thereof, that do not or may not 
meet the requirements of this regulation and, to the extent modification 
of any such policies and practices is required, the agency shall proceed 
to make the necessary modifications.
    (b) The agency shall provide an opportunity to interested persons, 
including individuals with handicaps or organizations representing 
individuals with handicaps, to participate in the self-evaluation 
process by submitting comments (both oral and written).
    (c) The agency shall, for at least three years following completion 
of the self-evaluation, maintain on file and make available for public 
inspection:
    (1) A description of areas examined and any problems identified; and
    (2) A description of any modifications made.



Sec. 200.611  Notice.

    The agency shall make available to employees, applicants, 
participants, beneficiaries, and other interested persons such 
information regarding the provisions of this regulation and its 
applicability to the programs or activities conducted by the agency, and

[[Page 109]]

make such information available to them in such manner as the head of 
the agency finds necessary to apprise such persons of the protections 
against discrimination assured them by section 504 and this regulation.



Secs. 200.612-200.629  [Reserved]



Sec. 200.630  General prohibitions against discrimination.

    (a) No qualified individual with handicaps shall, on the basis of 
handicap, be excluded from participation in, be denied the benefits of, 
or otherwise be subjected to discrimination under any program or 
activity conducted by the agency.
    (b)(1) The agency, in providing any aid, benefit, or service, may 
not, directly or through contractual, licensing, or other arrangements, 
on the basis of handicap--
    (i) Deny a qualified individual with handicaps the opportunity to 
participate in or benefit from the aid, benefit, or service;
    (ii) Afford a qualified individual with handicaps an opportunity to 
participate in or benefit from the aid, benefit, or service that is not 
equal to that afforded others;
    (iii) Provide a qualified individual with handicaps with an aid, 
benefit, or service that is not as effective in affording equal 
opportunity to obtain the same result, to gain the same benefit, or to 
reach the same level of achievement as that provided to others;
    (iv) Provide different or separate aid, benefits, or services to 
individuals with handicaps or to any class of individuals with handicaps 
than is provided to others unless such action is necessary to provide 
qualified individuals with handicaps with aid, benefits, or services 
that are as effective as those provided to others;
    (v) Deny a qualified individual with handicaps the opportunity to 
participate as a member of planning or advisory boards;
    (vi) Otherwise limit a qualified individual with handicaps in the 
enjoyment of any right, privilege, advantage, or opportunity enjoyed by 
others receiving the aid, benefit, or service.
    (2) The agency may not deny a qualified individual with handicaps 
the opportunity to participate in programs or activities that are not 
separate or different, despite the existence of permissibly separate or 
different programs or activities.
    (3) The agency may not, directly or through contractual or other 
arrangements, utilize criteria or methods of administration the purpose 
or effect of which would--
    (i) Subject qualified individuals with handicaps to discrimination 
on the basis of handicap; or
    (ii) Defeat or substantially impair accomplishment of the objectives 
of a program or activity with respect to individuals with handicaps.
    (4) The agency may not, in determining the site or location of a 
facility, make selections the purpose or effect of which would--
    (i) Exclude individuals with handicaps from, deny them the benefits 
of, or otherwise subject them to discrimination under any program or 
activity conducted by the agency; or
    (ii) Defeat or substantially impair the accomplishment of the 
objectives of a program or activity with respect to individuals with 
handicaps.
    (5) The agency, in the selection of procurement contractors, may not 
use criteria that subject qualified individuals with handicaps to 
discrimination on the basis of handicap.
    (6) The agency may not administer a licensing or certification 
program in a manner that subjects qualified individuals with handicaps 
to discrimination on the basis of handicap, nor may the agency establish 
requirements for the programs or activities of licensees or certified 
entities that subject qualified individuals with handicaps to 
discrimination on the basis of handicap. However, the programs or 
activities of entities that are licensed or certified by the agency are 
not, themselves, covered by this regulation.
    (c) The exclusion of nonhandicapped persons from the benefits of a 
program limited by Federal statute or Executive order to individuals 
with handicaps or the exclusion of a specific class of individuals with 
handicaps from a program limited by Federal statute or Executive order 
to a different class of individuals with handicaps is not prohibited by 
this regulation.

[[Page 110]]

    (d) The agency shall administer programs and activities in the most 
integrated setting appropriate to the needs of qualified individuals 
with handicaps.



Secs. 200.631-200.639  [Reserved]



Sec. 200.640  Employment.

    No qualified individual with handicaps shall, on the basis of 
handicap, be subject to discrimination in employment under any program 
or activity conducted by the agency. The definitions, requirements, and 
procedures of section 501 of the Rehabilitation Act of 1973 (29 U.S.C. 
791), as established by the Equal Employment Opportunity Commission in 
29 CFR part 1613, shall apply to employment in federally conducted 
programs or activities.



Secs. 200.641-200.648  [Reserved]



Sec. 200.649  Program accessibility: Discrimination prohibited.

    Except as otherwise provided in Sec. 200.650, no qualified 
individual with handicaps shall, because the agency's facilities are 
inaccessible to or unusable by individuals with handicaps, be denied the 
benefits of, be excluded from participation in, or otherwise be 
subjected to discrimination under any program or activity conducted by 
the agency.



Sec. 200.650  Program accessibility: Existing facilities.

    (a) General. The agency shall operate each program or activity so 
that the program or activity, when viewed in its entirety, is readily 
accessible to and usable by individuals with handicaps. This paragraph 
does not--
    (1) Necessarily require the agency to make each of its existing 
facilities accessible to and usable by individuals with handicaps;
    (2) In the case of historic preservation programs, require the 
agency to take any action that would result in a substantial impairment 
of significant historic features of an historic property; or
    (3) Require the agency to take any action that it can demonstrate 
would result in a fundamental alteration in the nature of a program or 
activity or in undue financial and administrative burdens. In those 
circumstances where agency personnel believe that the proposed action 
would fundamentally alter the program or activity or would result in 
undue financial and administrative burdens, the agency has the burden of 
proving that compliance with Sec. 200.650(a) would result in such 
alteration or burdens. The decision that compliance would result in such 
alteration or burdens must be made by the agency head or his or her 
designee after considering all agency resources available for use in the 
funding and operation of the conducted program or activity, and must be 
accompanied by a written statement of the reasons for reaching that 
conclusion. If an action would result in such an alteration or such 
burdens, the agency shall take any other action that would not result in 
such an alteration or such burdens but would nevertheless ensure that 
individuals with handicaps receive the benefits and services of the 
program or activity.
    (b) Methods--(1) General. The agency may comply with the 
requirements of this section through such means as redesign of 
equipment, reassignment of services to accessible buildings, assignment 
of aides to beneficiaries, home visits, delivery of services at 
alternate accessible sites, alteration of existing facilities and 
construction of new facilities, use of accessible rolling stock, or any 
other methods that result in making its programs or activities readily 
accessible to and usable by individuals with handicaps. The agency is 
not required to make structural changes in existing facilities where 
other methods are effective in achieving compliance with this section. 
The agency, in making alterations to existing buildings, shall meet 
accessibility requirements to the extent compelled by the Architectural 
Barriers Act of 1968, as amended (42 U.S.C. 4151-4157), and any 
regulations implementing it. In choosing among available methods for 
meeting the requirements of this section, the agency shall give priority 
to those methods that offer programs and activities to qualified 
individuals with handicaps in the most integrated setting appropriate.
    (2) Historic preservation programs. In meeting the requirements of 
Sec. 200.650(a) in historic preservation programs, the

[[Page 111]]

agency shall give priority to methods that provide physical access to 
individuals with handicaps. In cases where a physical alteration to an 
historic property is not required because of Sec. 200.650(a) (2) or (3), 
alternative methods of achieving program accessibility include--
    (i) Using audio-visual materials and devices to depict those 
portions of an historic property that cannot otherwise be made 
accessible;
    (ii) Assigning persons to guide individuals with handicaps into or 
through portions of historic properties that cannot otherwise be made 
accessible; or
    (iii) Adopting other innovative methods.
    (c) Time period for compliance. The agency shall comply with the 
obligations established under this section by November 7, 1988, except 
that where structural changes in facilities are undertaken, such changes 
shall be made by September 6, 1991, but in any event as expeditiously as 
possible.
    (d) Transition plan. In the event that structural changes to 
facilities will be undertaken to achieve program accessibility, the 
agency shall develop, by March 6, 1989, a transition plan setting forth 
the steps necessary to complete such changes. The agency shall provide 
an opportunity to interested persons, including individuals with 
handicaps or organizations representing individuals with handicaps, to 
participate in the development of the transition plan by submitting 
comments (both oral and written). A copy of the transition plan shall be 
made available for public inspection. The plan shall, at a minimum--
    (1) Identify physical obstacles in the agency's facilities that 
limit the accessibility of its programs or activities to individuals 
with handicaps;
    (2) Describe in detail the methods that will be used to make the 
facilities accessible;
    (3) Specify the schedule for taking the steps necessary to achieve 
compliance with this section and, if the time period of the transition 
plan is longer than one year, identify steps that will be taken during 
each year of the transition period; and
    (4) Indicate the official responsible for implementation of the 
plan.



Sec. 200.651  Program accessibility: New construction and alterations.

    Each building or part of a building that is constructed or altered 
by, on behalf of, or for the use of the agency shall be designed, 
constructed, or altered so as to be readily accessible to and usable by 
individuals with handicaps. The definitions, requirements, and standards 
of the Architectural Barriers Act (42 U.S.C. 4151-4157), as established 
in 41 CFR 101-19.600 to 101-19.607, apply to buildings covered by this 
section.



Secs. 200.652-200.659  [Reserved]



Sec. 200.660  Communications.

    (a) The agency shall take appropriate steps to ensure effective 
communication with applicants, participants, personnel of other Federal 
entities, and members of the public.
    (1) The agency shall furnish appropriate auxiliary aids where 
necessary to afford an individual with handicaps an equal opportunity to 
participate in, and enjoy the benefits of, a program or activity 
conducted by the agency.
    (i) In determining what type of auxiliary aid is necessary, the 
agency shall give primary consideration to the requests of the 
individual with handicaps.
    (ii) The agency need not provide individually prescribed devices, 
readers for personal use or study, or other devices of a personal 
nature.
    (2) Where the agency communicates with applicants and beneficiaries 
by telephone, telecommunication devices for deaf persons (TDD's) or 
equally effective telecommunication systems shall be used to communicate 
with persons with impaired hearing.
    (b) The agency shall ensure that interested persons, including 
persons with impaired vision or hearing, can obtain information as to 
the existence and location of accessible services, activities, and 
facilities.
    (c) The agency shall provide signage at a primary entrance to each 
of its inaccessible facilities, directing users to a location at which 
they can obtain information about accessible facilities.

[[Page 112]]

The international symbol for accessibility shall be used at each primary 
entrance of an accessible facility.
    (d) This section does not require the agency to take any action that 
it can demonstrate would result in a fundamental alteration in the 
nature of a program or activity or in undue financial and administrative 
burdens. In those circumstances where agency personnel believe that the 
proposed action would fundamentally alter the program or activity or 
would result in undue financial and administrative burdens, the agency 
has the burden of proving that compliance with Sec. 200.660 would result 
in such alteration or burdens. The decision that compliance would result 
in such alteration or burdens must be made by the agency head or his or 
her designee after considering all agency resources available for use in 
the funding and operation of the conducted program or activity and must 
be accompanied by a written statement of the reasons for reaching that 
conclusion. If an action required to comply with this section would 
result in such an alteration or such burdens, the agency shall take any 
other action that would not result in such an alteration or such burdens 
but would nevertheless ensure that, to the maximum extent possible, 
individuals with handicaps receive the benefits and services of the 
program or activity.



Secs. 200.661-200.669  [Reserved]



Sec. 200.670  Compliance procedures.

    (a) Except as provided in paragraph (b) of this section, this 
section applies to all allegations of discrimination on the basis of 
handicap in programs and activities conducted by the agency.
    (b) The agency shall process complaints alleging violations of 
section 504 with respect to employment according to the procedures 
established by the Equal Employment Opportunity Commission in 29 CFR 
part 1613 pursuant to section 501 of the Rehabilitation Act of 1973 (29 
U.S.C. 791).
    (c) The Equal Employment Opportunity Manager shall be responsible 
for coordinating implementation of this section. Complaints may be sent 
to the EEO Manager, 100 F Street, NE., Washington, DC 20549.
    (d) The agency shall accept and investigate all complete complaints 
for which it has jurisdiction. All complete complaints must be filed 
within 180 days of the alleged act of discrimination. The agency may 
extend this time period for good cause.
    (e) If the agency receives a complaint over which it does not have 
jurisdiction, it shall promptly notify the complainant and shall make 
reasonable efforts to refer the complaint to the appropriate Government 
entity.
    (f) The agency shall notify the Architectural and Transportation 
Barriers Compliance Board upon receipt of any complaint alleging that a 
building or facility that is subject to the Architectural Barriers Act 
of 1968, as amended (42 U.S.C. 4151-4157), is not readily accessible to 
and usable by individuals with handicaps.
    (g) Within 180 days of the receipt of a complete complaint for which 
it has jurisdiction, the agency shall notify the complainant of the 
results of the investigation in a letter containing--
    (1) Findings of fact and conclusions of law;
    (2) A description of a remedy for each violation found; and
    (3) A notice of the right to appeal.
    (h) Appeals of the findings of fact and conclusions of law or 
remedies must be filed by the complainant within 90 days of receipt from 
the agency of the letter required by Sec. 200.670(g). The agency may 
extend this time for good cause.
    (i) Timely appeals shall be accepted and processed by the head of 
the agency.
    (j) The head of the agency shall notify the complainant of the 
results of the appeal within 60 days of the receipt of the request. If 
the head of the agency determines that additional information is needed 
from the complainant, he or she shall have 60 days from the date of 
receipt of the additional information to make his or her determination 
on the appeal.
    (k) The time limits cited in paragraphs (g) and (j) of this section 
may be extended with the permission of the Assistant Attorney General.
    (l) The agency may delegate its authority for conducting complaint 
investigations to other Federal agencies, except that the authority for 
making

[[Page 113]]

the final determination may not be delegated to another agency.

[53 FR 25882, 25885, July 8, 1988, as amended at 53 FR 25882, July 8, 
1988; 73 FR 32226, June 5, 2008]



Secs. 200.671-200.699  [Reserved]



  Subpart M_Regulation Concerning Conduct of Members and Employees and 
             Former Members and Employees of the Commission

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, 80b-11; E.O. 11222, 3 
CFR, 1964-1965 Comp., p. 36; 5 CFR 735.104; 5 CFR 2634; and 5 CFR 2635, 
unless otherwise noted.

    Source: 45 FR 36064, May 29, 1980, unless otherwise noted.



Sec. 200.735-1  Purpose.

    This subpart sets forth the standards of ethical conduct required of 
members, employees and special Government employees, and former members 
and employees of the Securities and Exchange Commission.

[75 FR 42276, July 20, 2010]



Sec. 200.735-2  Policy.

    (a) The Securities and Exchange Commission has been entrusted by 
Congress with the protection of the public interest in a highly 
significant area of our national economy. In view of the effect which 
Commission action frequently has on the general public, it is important 
that members, employees and special Government employees maintain 
unusually high standards of honesty, integrity, impartiality and 
conduct. They must be constantly aware of the need to avoid situations 
which might result either in actual or apparent misconduct or conflicts 
of interest and to conduct themselves in their official relationships in 
a manner which commands the respect and confidence of their fellow 
citizens.
    (b) For these reasons, members, employees, and special Government 
employees should at all times abide by the standards of ethical conduct 
for employees of the executive branch (codified in 5 CFR part 2635); the 
supplemental standards of ethical conduct for members and employees of 
the Securities and Exchange Commission (codified in 5 CFR part 4401); 
the standards of conduct set forth in this subpart; the Canons of ethics 
for members of the Securities and Exchange Commission (codified in 
subpart C of this part 200); and, in the case of a person practicing a 
profession as defined in 5 CFR 2636.305(b)(1), the applicable 
professional ethical standards.

[45 FR 36064, May 29, 1980, as amended at 75 FR 42276, July 20, 2010]



Sec. 200.735-3  General provisions.

    (a) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart A (General provisions) and in particular with the 
provisions of 5 CFR 2635.101 (Basic obligations of public service); 
2635.103 (Applicability to members of the uniformed services); and 
2635.104 (Applicability to employees on detail).
    (b) A member or employee of the Commission shall not:
    (1) Engage, directly or indirectly, in any personal business 
transaction or private arrangement for personal profit the opportunity 
for which arises because of his or her official position or authority, 
or that is based upon confidential or nonpublic information which he or 
she gains by reason of such position or authority.
    (2)(i) Divulge to any unauthorized person or release in advance of 
authorization for its release any nonpublic Commission document, or any 
information contained in any such document or any confidential 
information: (A) In contravention of the rules and regulations of the 
Commission promulgated under 5 U.S.C. 552, 552a and 552b; or (B) in 
circumstances where the Commission has determined to accord such 
information confidential treatment.
    (ii) Except where the Commission or the General Counsel, pursuant to 
delegated authority, has previously granted approval or in relation to a 
Commission administrative proceeding or a judicial proceeding in which 
the Commission, or a present or former Commissioner, or present or 
former member of the staff, represented by Commission counsel, is a 
party, any officer, employee or former officer or employee who is served 
with a subpoena requiring the disclosure of confidential or

[[Page 114]]

non-public information or documents shall, unless the Commission or the 
General Counsel, pursuant to delegated authority, authorizes the 
disclosure of such information or documents, respectfully decline to 
disclose the information or produce the documents called for, basing his 
or her refusal on this paragraph.
    (iii) Any member, employee or former member or employee who is 
served with such a subpoena not covered by the exceptions in paragraph 
(b)(7)(ii) of this section shall promptly advise the General Counsel of 
the service of such subpoena, the nature of the information or documents 
sought, and any circumstances which may bear upon the desirability in 
the public interest of making available such information or documents. 
\1\ The Commission or the General Counsel, pursuant to delegated 
authority, shall authorize the disclosure of non-expert, non-privileged, 
factual staff testimony and the production of non-privileged documents 
when validly subpoenaed.
---------------------------------------------------------------------------

    \1\ Detailed prohibitions regarding disclosure or use of 
confidential or nonpublic information are set forth in Rule 122 (17 CFR 
230.122) under the Securities Act of 1933; section 24(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78x) and Rule 0-4 (17 CFR 
240.0-4); and Rule 24(b)(2) (17 CFR 240.24b-2), thereunder; section 
45(a)(1) of the Investment Company Act, and section 210(b) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-10).
---------------------------------------------------------------------------

    (c) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart B (Gifts from outside sources).
    (d) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart C (Gifts between employees).
    (e) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart D (Conflicting financial requirements);
    (f) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart E (Impartiality).
    (g) A member or employee shall comply with the requirements of 5 CFR 
part 2635, subpart G (Misuse of position).
    (h) No member or employee shall accept host-paid travel or 
reimbursement except as in accordance with the requirements of the 
Supplemental standards of ethical conduct for members and employees of 
the Securities and Exchange Commission (codified at 5 CFR 4401.103 
(Outside Employment and Activities)); 5 CFR part 2635, subpart H 
(Outside Activities); and 31 U.S.C. 353 and 41 CFR 304-1.1 (Acceptance 
of payment from a non-Federal source for travel expenses).

[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980, as amended at 50 
FR 23287, June 3, 1985; 53 FR 17458, May 17, 1988; 54 FR 33500, Aug. 15, 
1989; 73 FR 32226, June 5, 2008; 75 FR 42276, July 20, 2010]



Sec. 200.735-4  Outside employment and activities.

    (a) Members and employees shall comply with the requirements of the 
Supplemental standards of ethical conduct for members and employees of 
the Securities and Exchange Commission (codified at 5 CFR 4401.103 
(Outside employment and activities) and 5 CFR part 2635, subpart H 
(Outside activities)).
    (b) The Commission encourages employees to engage in teaching, 
lecturing, and writing activities with or without compensation. \2\ In 
participating in such activities, employees should be guided by the 
following:
---------------------------------------------------------------------------

    \2\ As to employees, while the receipt of honoraria is discouraged, 
that rule is not applicable to the receipt of compensation for teaching.
---------------------------------------------------------------------------

    (1) No teaching, lecturing, or writing should be engaged in if 
prohibited by law, Executive order, Office of Personnel Management 
regulations, or the rules in this subpart.
    (2) No teaching, lecturing, or writing should be engaged in 
(including for the purpose of the special preparation of a person or 
class of persons for an examination of the Office of Personnel 
Management or Board of Examiners for the Foreign Service) that depends 
on information filed with the Commission, or obtained by the Commission 
in an investigation or otherwise, or generated within the Commission 
which is nonpublic, unless the Commission gives formal approval for the 
use of such nonpublic information on the basis

[[Page 115]]

that the use thereof is in the public interest. \3\
---------------------------------------------------------------------------

    \3\ Since members of the Commission are covered by section 401(a) of 
Executive Order 11222, they are prohibited by Civil Service Regulations 
(5 CFR 735.203(c)) from receiving compensation or anything of monetary 
value for any consultation, lecture, discussion, writing, or appearance 
the subject matter of which is devoted substantially to the 
responsibilities, programs, or operations of their agencies, or which 
draws substantially on official data or ideas which have not become part 
of the body of public information.
---------------------------------------------------------------------------

    (c) If otherwise permitted by 18 U.S.C. 203 and 205, the provisions 
of these rules or of 5 CFR 4401.103 do not preclude an employee from 
acting as agent or attorney:
    (1) For any Commission employee who is sued or under investigation 
in connection with his or her official duties;
    (2) For any Commission employee who is the subject of disciplinary, 
loyalty, or other personnel administrative proceedings in connection 
with those proceedings; or
    (3) For any Commission employee who raises claims or against whom 
allegations of wrongdoing are made pursuant to the Commission's Equal 
Opportunity regulations, if such representation is not inconsistent with 
the faithful performance of the employee's duties.
    (d)(1) As paragraph (b) of this section indicates, the Commission 
encourages employees to engage in teaching, lecturing and writing 
activities. \4\ It is understood, however, that Commission employees in 
their teaching, writing and lecturing shall not
---------------------------------------------------------------------------

    \4\ This paragraph (d), requiring review of prepared speeches or 
writings relating to the Commission does not apply to teaching 
activities.
---------------------------------------------------------------------------

    (i) Use confidential or nonpublic information;
    (ii) Make comments on pending litigation in which the Commission is 
participating as a party or amicus curiae; or
    (iii) Make comments on rulemaking proceedings pending before the 
Commission which would adversely affect the operations of the 
Commission.
    (2) To assist employees in conforming to these requirements the 
following procedure for reviewing writings prior to publication, or 
prepared speeches prior to delivery, has been established:
    (i) Employees must submit proposed publications or prepared speeches 
relating to the Commission, or the statutes or rules it administers, to 
the General Counsel for review. Employees will be notified as promptly 
as possible, with due regard to publication deadlines, but in any event 
within 30 days of receipt of the written document, whether such document 
conforms to the requirements of this Rule.
    (ii)(A) A determination by the General Counsel that a proposed 
publication conforms to the requirements of the rule will not involve 
adoption of, or concurrence in, the views expressed. Therefore, such 
publication or speech shall include at an appropriate place or in a 
footnote or otherwise, the following disclaimer of responsibility:

    The Securities and Exchange Commission disclaims responsibility for 
any private publication or statement of any SEC employee or 
Commissioner.
    This [article, outline, speech, chapter] expresses the author's 
views and does not necessarily reflect those of the Commission, the 
[other] Commissioners, or [other] members of the staff.

    (B) In appropriate cases, the above disclaimer may be modified by 
the General Counsel or the Commission to reflect the circumstances of an 
individual case. In addition, any publication or speech that reflects 
positions taken by the Commission shall set forth those positions 
accurately and, if it contains differences with Commission positions, it 
shall clearly state that such positions are those of the employee.
    (e) With respect to host-paid travel, members and employees shall 
comply with the requirements of the Supplemental standards of ethical 
conduct for members and employees of the Securities and Exchange 
Commission (codified at 5 CFR 4401.103 (Outside employment and 
activities)); 5 CFR part 2635, subpart H (Outside Activities); and 31 
U.S.C. 1353 and 41 CFR 304-1.1 (Acceptance of payment from a non-Federal 
source for travel expenses).
    (f)(1) With respect to seeking or negotiating outside employment, 
members and employees shall comply with the requirements of the 
Supplemental

[[Page 116]]

standards of ethical conduct for members and employees of the Securities 
and Exchange Commission (codified at 5 CFR 4401.103 (Outside employment 
and activities)); 5 CFR part 2635, subpart F (Seeking other employment); 
5 CFR part 2635, subpart H (Outside activities).
    (2) Members and employees should be aware that 18 U.S.C. 208 (Acts 
affecting a personal interest) provides, among other things, that a 
member or employee is prohibited from participating personally and 
substantially in any particular matter in which, to his or her 
knowledge, the member or employee, his or her spouse, minor child, 
general partner, organization of which the employee is an officer, 
director, trustee, general partner or employee, or any person or 
organization with whom he or she is negotiating or has any arrangement 
concerning prospective employment, has a financial interest. This 
provision does not apply if the employee has received a written 
determination by an authorized official that the financial interest is 
not so substantial as to be deemed likely to affect the integrity of the 
employee's government service.
    (3) Members may follow the procedural provision contained in Part V, 
Section 503 of the Executive Order 11222.
    (g) An employee who intends to accept or perform any outside or 
private employment or professional work shall obtain necessary 
authorization in advance of such acceptance or performance. A request 
for such authorization shall be submitted to the Division Director, 
Office Head or Regional Director concerned, together with all pertinent 
facts regarding the proposed employment, such as the name of the 
employer, the nature of the work to be performed, its estimated 
duration, and the fee or compensation to be received. Division 
Directors, Office Heads and Regional Directors have been delegated the 
authority to approve routine requests for outside employment. The 
approving official shall forward to the Director of Personnel a copy of 
each request showing the date of approval. Requests of a non-routine 
nature should be forwarded to the Director of Personnel.
    (h) The Director of Personnel, or his designee, is authorized to 
approve or disapprove requests for outside or private employment under 
this rule, except as to those cases which, in his judgment, should be 
considered and decided by the Commission. An employee may appeal a 
disapproved request to the Commission. The written appeal, submitted 
through the Director of Personnel, shall give reasons why the proposed 
outside or private employment is consistent with this rule. The Director 
of Personnel may not approve proposed outside or private employment 
which is absolutely prohibited by these rules. The Commission may, in a 
particular case, approve such employment.

[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980; 48 FR 39216, 
Aug. 30, 1983; 50 FR 45603, Nov. 1, 1985; 73 FR 32226, June 5, 2008; 75 
FR 42276, July 20, 2010]



Sec. 200.735-5  Securities transactions.

    Securities transactions by members and employees must comply with 
the provisions of 5 CFR 4401.102 (Prohibited and restricted financial 
interests and transactions).

[75 FR 42277, July 20, 2010]



Sec. 200.735-6  Action in case of personal interest.

    Members and employees shall comply with the requirements of 5 CFR 
part 2640 (Interpretation, exemptions, and waiver guidance concerning 18 
U.S.C. 208 (Acts affecting a personal interest)).

[75 FR 42277, July 20, 2010]



Sec. 200.735-7  Negotiation for employment.

    Members and employees shall comply with the requirements of 18 
U.S.C. 208 (Acts affecting a personal interest) and 5 CFR part 2635, 
subpart F (Seeking other employment). See Sec. 200.735-4(f)(2) of this 
subpart.

[75 FR 42277, July 20, 2010]



Sec. 200.735-8  Practice by former members and employees of the Commission.

    (a) Members and employees and former members and employees shall 
comply with the requirements of 18 U.S.C. 207 and 5 CFR part 2641 (Post

[[Page 117]]

employment conflict of interest restrictions). Members and employees and 
former members and employees should be aware that, among other 
restrictions, 18 U.S.C. 207 generally prohibits a former member or 
employee from knowingly communicating to or appearing before a Federal 
agency with the intent to influence a particular matter involving 
specific parties in which that person personally and substantially 
participated while at the Commission.
    (b)(1) Any former member or employee of the Commission who, within 2 
years after ceasing to be such, is employed or retained as the 
representative of any person outside the Government in any matter in 
which it is contemplated that he or she will appear before the 
Commission, or communicate with the Commission or its employees, shall, 
within ten days of such retainer or employment, or of the time when 
appearance before, or communication with the Commission or its employees 
is first contemplated, file with the Office of the Ethics Counsel a 
statement which includes:
    (i) A description of the contemplated representation;
    (ii) An affirmative representation that the former employee while on 
the Commission's staff had neither personal and substantial 
responsibility nor official responsibility for the matter which is the 
subject of the representation; and
    (iii) The name of the Commission Division or Office in which the 
person had been employed.
    (2) The statement required by paragraph (b)(1) of this section may 
be filed electronically based on instructions provided by the Office of 
the Ethics Counsel at www.sec.gov, or filed in paper by mailing to the 
U.S. Securities & Exchange Commission, Office of the Ethics Counsel, 100 
F Street NE., Washington, DC 20549-9150.
    (3) Employment of a recurrent character may be covered by a single 
comprehensive statement. Each such statement should include an 
appropriate caption indicating that it is filed pursuant to this 
section. The reporting requirements of this paragraph do not apply to
    (i) Communications incidental to court appearances in litigation 
involving the Commission; and
    (ii) Oral communications concerning ministerial or informational 
matters or requests for oral advice not otherwise prohibited by 
paragraph (a) of this section.
    (c) As used in this section, the term appear before the commission 
means physical presence before the Commission or its employees in either 
a formal or informal setting or the conveyance of material in connection 
with a formal appearance or application to the Commission. As used in 
this section the term communication with intent to influence does not 
encompass communications which are not for the purpose of influencing 
the Commission or any of its employees or which, at the time of the 
filings, are reasonably believed not to involve any potential 
controversy. As used in this section, the term representative or 
representative capacity shall include not only the usual type of 
representation by an attorney, etc., but also representation of a 
corporation in the capacity of an officer, director or controlling 
stockholder thereof.
    (d)(1) Partners or associates of any person disqualified from 
appearing or practicing before the Commission in a particular matter are 
also disqualified. Such partners or associates (the firm) may request a 
waiver of this prohibition from the Commission by writing a letter to 
the General Counsel of the commission setting forth the facts of the 
proposed representation and the individual's disqualification. In 
appropriate situations, a firm may request a generic waiver with respect 
to a number of different matters. Upon the advice of the Office of the 
General Counsel, the Commission, or the General Counsel exercising 
delegated authority, will advise the requestor of the Commission's 
response.
    (2) Waivers ordinarily will be granted where the firm makes a 
satisfactory representation that it has adopted screening measures which 
will effectively isolate the individual lawyer disqualified from 
participating in the particular matter or matters and from sharing in 
any fees attributable to it.

[[Page 118]]

It will be considered significant for purposes of this determination 
that:
    (i) The firm had a pre-existing securities law practice prior to the 
arrival of the disqualified attorney;
    (ii) The matter was previously the subject of consideration by the 
firm or the client was already advised by the firm;
    (iii) In cases where the matter or client became the subject of 
consideration by the firm subsequent to the firm's employment of the 
lawyer individually disqualified, that the matter was not brought to the 
firm because of the disqualified attorney.
    (3) Notwithstanding the existence or non-existence of any of these 
factors, no waiver will be issued if the proposed representation would 
create a significant appearance of impropriety or would otherwise 
adversely affect the interests of the government. \5\ All proceedings 
with respect to waivers shall be a matter of public record except to the 
extent that such public disclosure might violate attorney-client 
privilege or breach the attorney's obligation to preserve the 
confidences and secrets of this or her clients, reveal the existence of 
ongoing private investigations, interfere with law enforcement 
proceedings, or otherwise be inconsistent with the public interest.
---------------------------------------------------------------------------

    \5\ For example, no waiver will be granted if, during the course of 
representing a client who has an interest with respect to a matter 
before the Commission, a firm employs, or accepts as a partner, a member 
of the staff or of the Commission who at any time during the course of 
that representation had direct and substantial responsibility for the 
same matter, and whose departure would result in a significant adverse 
impact upon that matter at the Commission.
---------------------------------------------------------------------------

    (e) Persons in doubt as to the applicability of any portion of this 
section may apply for an advisory ruling of the Commission. \6\
---------------------------------------------------------------------------

    \6\ Attention of former members and employees is directed to Formal 
Opinion 342 of the Committee on Ethics of the American Bar Association, 
62 A.B.A.J. 517 (1975) and to 18 U.S.C. 207.

[45 FR 36064, May 29, 1980, as amended at 50 FR 23669, June 5, 1985; 75 
FR 42277, July 20, 2010; 77 FR 13491, Mar. 7, 2012]



Sec. 200.735-9  Indebtedness.

    Members and employees shall comply with the requirements of 5 CFR 
2635.809 (Just financial obligations).

[75 FR 42277, July 20, 2010]



Sec. 200.735-10  Miscellaneous statutory provisions.

    Each member and employee is responsible for acquainting himself or 
herself with the statutory provisions listed in 5 CFR 2635.902 (Related 
statutes). A violation of any of these provisions is deemed a violation 
of this subpart M.

[75 FR 42277, July 20, 2010]



Sec. 200.735-11  Statement of employment and financial interests.

    (a) Members and employees shall file financial disclosure reports in 
accordance with the requirements of 5 CFR part 2634 (Executive branch 
financial disclosure).
    (b) Prior to the time of entry on duty, or upon designation to a 
position set forth in paragraph (c) of this section, such employee shall 
submit to the Director of Personnel a statement, on the official form 
made available for this purpose through the Office of Personnel, setting 
forth the following information:
    (1) A list of the names of all corporations, companies, firms, or 
other business enterprises, partnerships, nonprofit organizations, and 
educational or other institutions with or in which the employee, his or 
her spouse, unemancipated minor child or other member of his or her 
immediate household has--
    (i) Any connection as an employee, officer, owner, director, member, 
trustee, partner, adviser or consultant; or
    (ii) Any continuing financial interest, through a pension or 
retirement plan, shared income, or other arrangement as a result of any 
current or prior employment or business or professional association.
    (iii) Any financial interest through the ownership of stock, stock 
options, bonds, securities, or other arrangements including trusts.
    (2) A list of the names of the employee's creditors and the 
creditors of his or her spouse, unemancipated minor

[[Page 119]]

child or other member of his or her immediate household, other than 
those creditors to whom any such person may be indebted by reason of a 
mortgage on property which he or she occupies as a personal residence, 
or to whom such person may be indebted for current and ordinary 
household and living expenses such as those incurred for household 
furnishings, vacations, an automobile, education, or the like.
    (3) A list of the employee's interests and those of his or her 
spouse, unemancipated minor child, or other member of his or her 
immediate household in real property or rights in lands, other than 
property which he or she occupies as a personal residence.
    (4) For the purpose of this section, member of his or her immediate 
household means a resident of the employee's household who is related to 
the employee by blood or marriage.
    (5) In the instance where a spouse is not a member of the employee's 
immediate household, and the employee certifies he or she neither 
derives nor expects to derive any economic benefit from the holdings of 
the spouse, the Director of Personnel may waive the requirement of 
reporting the interests of such spouse.
    (c) Statements of employment and financial interests filed pursuant 
to paragraph (a) of this section shall be sent to the Ethics Office in a 
sealed envelope marked ``Confidential Employment and Financial 
Interests.'' They shall be maintained in a confidential file. Only those 
officials of the Commission whose participation is necessary for the 
carrying out of the purpose of this Conduct Regulation may have access 
to such statements and no information may be disclosed from them except 
as the Commission or the Office of Personnel Management may determine 
for good cause shown.
    (d) In accordance with the requirements of the Ethics in Government 
Act of 1978, Pub. L. 95-521, the Ethics Office shall review the 
financial disclosure reports filed pursuant to that Act.
    (e) The Ethics Office shall examine the statements of employment and 
financial interests filed pursuant to paragraph (a) of this section to 
determine whether conflicts of interest or apparent conflicts of 
interest on the part of employees exist. An employee shall be afforded 
the opportunity to explain any conflict or appearance of conflict. When 
the Director or Assistant Director of Personnel, in consultation with 
appropriate superiors of the employee involved, is unable to resolve a 
conflict or appearance of conflict, he or she shall report the matter to 
the Commission through the Counselor for the Commission designated under 
Sec. 200.735-15(a).
    (f) Except as otherwise provided in paragraph (a) of this section 
the statement of employment and financial interests and supplementary 
statements required of employees are in addition to, and not in 
substitution for, or in derogation of, any similar requirement imposed 
by law, order or regulation. The submission of a statement by an 
employee does not permit him or her or any other person to participate 
in a matter in which his or her or the other person's participation is 
prohibited by law, order or regulation.
    (g) An employee has the right to ask for a review through the 
Commission's grievance procedure outlined in section 771, Part II, 
Manual of Administrative Regulations, of a complaint that his or her 
position has been improperly included under the provisions of this 
section as one requiring the submission of a statement of employment and 
financial interests.

[45 FR 36064, May 29, 1980; 45 FR 40975, June 17, 1980, as amended at 73 
FR 32226, June 5, 2008; 75 FR 42278, July 20, 2010; 76 FR 71450, Nov. 
18, 2011]



Sec. 200.735-12  Special Government employees.

    (a) Special Government employee means a person defined in section 18 
U.S.C. 202 as a special Government employee. All of the provisions of 
this Conduct Regulation are applicable to special Government employees, 
except that in specific appropriate cases the Commission may exempt such 
employees from, or modify the applicability of, any portion of any 
provision of the Conduct Regulation.
    (b) In no event will the Commission waive a provision of the Conduct 
Regulation which would permit a special Government employee to:

[[Page 120]]

    (1) Use his or her Government employment for a purpose that is, or 
gives the appearance of being, motivated by the desire for private gain 
for himself or another person, particularly one with whom he or she has 
family, business, or financial ties.
    (2) Use inside information obtained as a result of his or her 
Government employment for private gain for himself or herself or another 
person either by direct action on his or her part or by counsel, 
recommendation, or suggestion to another person, particularly one with 
whom he or she has family, business, or financial ties. For purposes of 
this paragraph, inside information means information obtained under 
Government authority which has not become part of the body of public 
information.
    (3) Use his or her Government employment to coerce, or give the 
appearance of coercing, a person to provide financial benefit to himself 
or herself or another person, particularly one with whom he or she has 
family, business, or financial ties.
    (4) Receive or solicit from a person having business with the 
Commission anything of value as a gift, gratuity, loan, entertainment, 
or favor for himself or herself or another person, particularly one with 
whom he or she has family, business or financial ties.
    (c) Prior to entrance on duty, each special Government employee 
shall submit to the Director of Personnel a statement of employment and 
financial interests which contains such information as the Director of 
Personnel determines is relevant in the light of the duties the special 
Government employee is to perform and, if appropriate, the financial 
disclosure report as provided by title II of the Ethics in Government 
Act of 1978, Pub. L. 95-521. It shall be kept current throughout the 
period of employment by the filing of supplementary statements in 
accordance with the requirements of Sec. 200.735-11(d). Statements shall 
be on the official form made available for this purpose through the 
Office of Personnel.
    (d) The Commission may waive the requirement of paragraph (c) of 
this section in the case of a special Government employee who is not a 
consultant or an expert, as those terms are defined in chapter 304 of 
the Federal Personnel Manual (5 CFR 735.304), if the duties of the 
position are determined to be at a level of responsibility which does 
not require the submission of such statement to protect the integrity of 
the Commission.



Sec. 200.735-13  Disciplinary and other remedial action.

    (a) Knowing participation in a violation of this subpart by persons 
not within the scope of the foregoing rules in this subpart shall 
likewise be deemed improper conduct and in contravention of Commission 
rules. Departure from any of the rules in this subpart by employees or 
special Government employees without specific approval may be cause for 
appropriate remedial and/or disciplinary action or, in the case of 
former members, employees, and special Government employees, for 
disqualification from appearing and practicing before the Commission, 
which may be in addition to any penalty prescribed by law.
    (b) When there has been a departure from any of the rules of this 
subpart without specific approval or when a conflict of interest or an 
apparent conflict of interest on the part of an employee or special 
Government employee arises, the Director of Personnel may order 
immediate action to end such conflict or appearance of conflict of 
interest. Remedial action may include, but is not limited to (1) changes 
in assigned duties; (2) divestment by the employee or special Government 
employee of his conflicting interest; (3) disciplinary action; or (4) 
disqualification for a particular assignment. Remedial action, whether 
disciplinary or otherwise, shall be effected in accordance with any 
applicable laws, Executive Orders, and regulations. The Director of 
Personnel may refer any recommended action to the Commission. The 
employee may obtain review by the Commission of any action ordered to be 
taken by the Director of Personnel. During the period of review, unless 
otherwise directed by the Commission, the action ordered by the Director 
of Personnel is stayed.
    (c) Former members or employees who violate the post-employment 
restriction provisions of 18 U.S.C. 207(a),

[[Page 121]]

(b) or (c), which parallel the provisions of Rule 8(a), supra, will be 
subject to an administrative enforcement proceeding as set forth in Rule 
102(e) of the Commission's Rules of Practice, Sec. 201.102(e) of this 
chapter, except that, when proceedings are brought to determine if 
violations of post-employment restrictions have occurred, denial of the 
privilege of appearing and practicing before the Commission will be 
based on a finding of violation of the provisions of Rule 8(a) and 18 
U.S.C. 207 (a), (b) and (c). Procedures applicable to such 
administrative proceedings are to be found in the Commission's Rules of 
Practice, 17 CFR 201.100 et seq.

[45 FR 36064, May 29, 1980, as amended at 60 FR 32795, June 23, 1995]



Sec. 200.735-14  Employees on leave of absence.

    The provisions of the rules in this subpart relative to employees of 
the Commission are applicable to employees on a leave with pay or a 
leave without pay status other than extended military service.



Sec. 200.735-15  Interpretive and advisory service.

    (a) The Ethics Counsel shall be designated Counselor for the 
Commission and shall serve as the Commission's delegate to the Office of 
Personnel Management on matters covered by the rules in this subpart. 
The Ethics Counsel shall be responsible for coordinating the 
Commission's counseling services provided under this section and for 
assuring that counseling and interpretations on questions of conflicts 
of interest and other matters covered by the rules in this subpart are 
available to all members and employees.
    (b) A member, employee, or former member or employee may obtain 
advice or guidance on the application of the rules in this subpart from 
the Ethics Counsel. In addition, any former member or employee seeking 
advice or an interpretation relating to the Ethics in Government Act 
shall submit his or her request to the Ethics Counsel.
    (c) The Ethics Counsel will treat information he or she receives 
pursuant to requests for advice or guidance under this Rule on a 
confidential basis, except that information he or she receives 
indicating a possible past violation of any provision of this Conduct 
Regulation or of the law will be brought to the attention of appropriate 
persons.
    (d) The Ethics Office shall furnish a copy of this Conduct 
Regulation (subpart M) to each member, employee and special Government 
employee immediately upon his or her entrance on duty and shall 
thereafter, annually, and at such other times as circumstances warrant, 
bring to the attention of each member, employee and special Government 
employee this Conduct Regulation (subpart M) and all revisions thereof.
    (e) The Ethics Office shall notify each member, employee and special 
Government employee at the time of entrance on duty, and from time to 
time thereafter, of the availability of counseling services and of how 
and where these services are available.

[45 FR 36064, May 29, 1980, as amended at 73 FR 32227, June 5, 2008; 75 
FR 42278, July 20, 2010; 76 FR 71450, Nov. 18, 2011; 79 FR 1735, Jan. 
10, 2014]



Sec. 200.735-16  Delegation.

    Any official responsibility assigned to a person in a particular 
position pursuant to this subpart may be delegated by such person to any 
other person.



Sec. 200.735-17  Administration of the conduct regulation.

    The Designated Agency Ethics Official is responsible for the day-to-
day administration of this conduct regulation except where otherwise 
provided.

[45 FR 36064, May 29, 1980, as amended at 75 FR 42278, July 20, 2010; 76 
FR 71450, Nov. 18, 2011]



Sec. 200.735-18  Requests for waivers.

    Unless a different procedure is specifically prescribed in a rule of 
this part, an employee may submit a request for a waiver, modification 
or postponement of a requirement included in this part to the Chairman. 
Such waiver, modification or postponement may be granted if it is 
determined by the Chairman that such waiver, modification of 
postponement would not adversely affect the interest

[[Page 122]]

of the Commission or the United States. Any such waiver, modification or 
postponement granted by the Chairman shall be made available to the 
public. The Chairman may submit any request made pursuant to this rule 
to the Commission for its consideration. Any Commission action on such 
request shall be made public only in the discretion of the Commission. 
Requirements included in this part which implement any provision of 
Federal law, regulation or Executive Order generally applicable to the 
Executive Branch shall not be waived under this provision.



   Subpart N_Commission Information Collection Requirements Under the 
              Paperwork Reduction Act: OMB Control Numbers

    Authority: 44 U.S.C. 3506; 44 U.S.C. 3507.

    Source: 67 FR 14634, Mar. 27, 2002, unless otherwise noted.



Sec. 200.800  OMB control numbers assigned pursuant to the Paperwork
Reduction Act.

    (a) Purpose: This subpart collects and displays the control numbers 
assigned to information collection requirements of the Commission by the 
Office of Management and Budget pursuant to the Paperwork Reduction Act 
of 1980, 44 U.S.C. 3500 et seq. This subpart displays current OMB 
control numbers for those information collection requirements of the 
Commission that are rules and regulations and codified in 17 CFR either 
in full text or incorporated by reference with the approval of the 
Director of the Office of the Federal Register.
    (b) Display.

------------------------------------------------------------------------
                                    17 CFR part or section
      Information collection         where identified and    Current OMB
           requirement                     described         control No.
------------------------------------------------------------------------
Regulation S-X...................  Part 210................    3235-0009
Regulation S-B...................  Part 228................    3235-0417
Regulation S-K...................  Part 229................    3235-0071
Rule 154.........................  230.154.................    3235-0495
Rule 155.........................  230.155.................    3235-0549
Rule 236.........................  230.236.................    3235-0095
Rule 237.........................  230.237.................    3235-0528
Regulation A.....................  230.251 thru 230.263....    3235-0286
Regulation C.....................  230.400 thru 230.494....    3235-0074
Rule 425.........................  230.425.................    3235-0521
Rule 477.........................  230.477.................    3235-0550
Rule 489.........................  230.489.................    3235-0411
Rule 498.........................  230.498.................    3235-0488
Regulation D.....................  230.500 thru 230.508....    3235-0076
Regulation E.....................  230.601 thru 230.610a...    3235-0232
Rule 604.........................  230.604.................    3235-0232
Rule 605.........................  230.605.................    3235-0232
Rule 609.........................  230.609.................    3235-0233
Rule 701.........................  230.701.................    3235-0522
Regulation S.....................  230.901 thru 230.905....    3235-0357
Regulation S-T...................  Part 232................    3235-0424
Form SB-1........................  239.9...................    3235-0423
Form SB-2........................  239.10..................    3235-0418
Form S-1.........................  239.11..................    3235-0065
Form S-2.........................  239.12..................    3235-0072
Form S-3.........................  239.13..................    3235-0073
Form N-2.........................  239.14..................    3235-0026
Form N-1A........................  239.15A.................    3235-0307
Form S-6.........................  239.16..................    3235-0184
Form S-8.........................  239.16b.................    3235-0066
Form N-3.........................  239.17a.................    3235-0316
Form N-4.........................  239.17b.................    3235-0318
Form S-11........................  239.18..................    3235-0067
Form N-14........................  239.23..................    3235-0336
Form N-5.........................  239.24..................    3235-0169
Form S-4.........................  239.25..................    3235-0324
Form F-1.........................  239.31..................    3235-0258
Form F-2.........................  239.32..................    3235-0257
Form F-3.........................  239.33..................    3235-0256
Form F-4.........................  239.34..................    3235-0325

[[Page 123]]

 
Form F-6.........................  239.36..................    3235-0292
Form F-7.........................  239.37..................    3235-0383
Form F-8.........................  239.38..................    3235-0378
Form F-10........................  239.40..................    3235-0380
Form F-80........................  239.41..................    3235-0404
Form F-X.........................  239.42..................    3235-0379
Form F-N.........................  239.43..................    3235-0411
Form ID..........................  239.63..................    3235-0328
Form SE..........................  239.64..................    3235-0327
Form TH..........................  239.65..................    3235-0425
Form 1-A.........................  239.90..................    3235-0286
Form 2-A.........................  239.91..................    3235-0286
Form 144.........................  239.144.................    3235-0101
Form 1-E.........................  239.200.................    3235-0232
Form CB..........................  239.800.................    3235-0518
Rule 6a-1........................  240.6a-1................    3235-0017
Rule 6a-3........................  240.6a-3................    3235-0021
Rule 6a-4........................  240.6a-4................    3235-0554
Rule 6h-1........................  240.6h-1................    3235-0555
Rule 8c-1........................  240.8c-1................    3235-0514
Rule 9b-1........................  240.9b-1................    3235-0480
Rule 10a-1.......................  240.10a-1...............    3235-0475
Rule 10b-10......................  240.10b-10..............    3235-0444
Rule 10b-17......................  240.10b-17..............    3235-0476
Rule 10b-18......................  240.10b-18..............    3235-0474
Rule 10A-1.......................  240.10A-1...............    3235-0468
Rule 11a1-1(T)...................  240.11a1-1(T)...........    3235-0478
Rule 12a-5.......................  240.12a-5...............    3235-0079
Regulation 12B...................  240.12b-1 thru 240.12b-     3235-0062
                                    36.
Rule 12d1-3......................  240.12d1-3..............    3235-0109
Rule 12d2-1......................  240.12d2-1..............    3235-0081
Rule 12d2-2......................  240.12d2-2..............    3235-0080
Rule 12f-1.......................  240.12f-1...............    3235-0128
Rule 13a-16......................  240.13a-16..............    3235-0116
Regulation 13D/G.................  240.13d-1 thru 240.13d-7    3235-0145
Schedule 13D.....................  240.13d-101.............    3235-0145
Schedule 13G.....................  240.13d-102.............    3235-0145
Rule 13e-1.......................  240.13e-1...............    3235-0305
Rule 13e-3.......................  240.13e-3...............    3235-0007
Schedule 13E-3...................  240.13e-100.............    3235-0007
Schedule 13e-4F..................  240.13e-101.............    3235-0375
Regulation 14A...................  240.14a-1 thru 240.14a-     3235-0059
                                    12.
Schedule 14A.....................  240.14a-101.............    3235-0059
Regulation 14C...................  240.14c-1...............    3235-0057
Schedule 14C.....................  240.14c-101.............    3235-0057
Regulation 14D...................  240.14d-1 thru 240.14d-9    3235-0102
Schedule TO......................  240.14d-100.............    3235-0515
Schedule 14D-1...................  240.14d-101.............    3235-0102
Schedule 14D-9...................  240.14d-101.............    3235-0102
Schedule 14D-1F..................  240.14d-102.............    3235-0376
Schedule 14D-9F..................  240.14d-103.............    3235-0382
Regulation 14E...................  240.14e-1 thru 240.14e-2    3235-0102
Rule 14f-1.......................  240.14f-1...............    3235-0108
Rule 15a-4.......................  240.15a-4...............    3235-0010
Rule 15a-6.......................  240.15a-6...............    3235-0371
Rule 15b1-1......................  240.15b1-1..............    3235-0012
Rule 15b6-1(a)...................  240.15b6-1(a)...........    3235-0018
Rule 15c1-5......................  240.15c1-5..............    3235-0471
Rule 15c1-6......................  240.15c1-6..............    3235-0472
Rule 15c1-7......................  240.15c1-7..............    3235-0134
Rule 15c2-1......................  240.15c2-1..............    3235-0485
Rule 15c2-5......................  240.15c2-5..............    3235-0198
Rule 15c2-7......................  240.15c2-7..............    3235-0479
Rule 15c2-8......................  240.15c2-8..............    3235-0481
Rule 15c2-11.....................  240.15c2-11.............    3235-0202
Rule 15c2-12.....................  240.15c2-12.............    3235-0372
Rule 15c3-1......................  240.15c3-1..............    3235-0200
Rule 15c3-1(c)(13)...............  240.15c3-1(c)(13).......    3235-0499
Appendix F to Rule 15c3-1........  240.15c3-1f.............    3235-0496
Rule 15c3-3......................  240.15c3-3..............    3235-0078
Rule 15c3-4......................  240.15c3-4..............    3235-0497
Rule 15d-16......................  240.15d-16..............    3235-0116

[[Page 124]]

 
Rule 15g-2.......................  240.15g-2...............    3235-0434
Rule 15g-3.......................  240.15g-3...............    3235-0392
Rule 15g-4.......................  240.15g-4...............    3235-0393
Rule 15g-5.......................  240.15g-5...............    3235-0394
Rule 15g-6.......................  240.15g-6...............    3235-0395
Rule 15g-9.......................  240.15g-9...............    3235-0385
Rule 15Aj-1......................  240.15Aj-1..............    3235-0044
Rule 15Ba2-1.....................  240.15Ba2-1.............    3235-0083
Rule 15Ba2-5.....................  240.15Ba2-5.............    3235-0088
Rule 15Bc3-1.....................  240.15Bc3-1.............    3235-0087
Rule 17a-1.......................  240.17a-1...............    3235-0208
Rule 17a-2.......................  240.17a-2...............    3235-0201
Rule 17a-3.......................  240.17a-3...............    3235-0033
Rule 17a-3(a)(16)................  240.17a-3(a)(16)........    3235-0508
Rule 17a-4.......................  240.17a-4...............    3235-0279
Rule 17a-4(b)(10)................  240.17a-4(b)(10)........    3235-0506
Rule 17a-5.......................  240.17a-5...............    3235-0123
Rule 17a-5(c)....................  240.17a-5(c)............    3235-0199
Rule 17a-6.......................  240.17a-6...............    3235-0489
Rule 17a-7.......................  240.17a-7...............    3235-0131
Rule 17a-8.......................  240.17a-8...............    3235-0092
Rule 17a-9T......................  240.17a-9T..............    3235-0524
Rule 17a-10......................  240.17a-10..............    3235-0122
Rule 17a-11......................  240.17a-11..............    3235-0085
Rule 17a-12......................  240.17a-12..............    3235-0498
Rule 17a-13......................  240.17a-13..............    3235-0035
Rule 17a-19......................  240.17a-19..............    3235-0133
Rule 17a-22......................  240.17a-22..............    3235-0196
Rule 17a-25......................  240.17a-25..............    3235-0540
Rule 17f-1(b)....................  240.17f-1(b)............    3235-0032
Rule 17f-1(c)....................  240.17f-1(c)............    3235-0037
Rule 17f-1(g)....................  240.17f-1(g)............    3235-0290
Rule 17f-2(a)....................  240.17f-2(a)............    3235-0034
Rule 17f-2(c)....................  240.17f-2(c)............    3235-0029
Rule 17f-2(d)....................  240.17f-2(d)............    3235-0028
Rule 17f-2(e)....................  240.17f-2(e)............    3235-0031
Rule 17f-5.......................  240.17f-5...............    3235-0269
Rule 17h-1T......................  240.17h-1T..............    3235-0410
Rule 17h-2T......................  240.17h-2T..............    3235-0410
Rule 17Ab2-1.....................  240.17Ab2-1(a)..........    3235-0195
Rule 17Ac2-1.....................  240.17Ac2-1.............    3235-0084
Rule 17Ad-2(c), (d), and (h).....  240.17Ad-2(c), (d) and      3235-0130
                                    (h).
Rule 17Ad-3(b)...................  240.17Ad-3(b)...........    3235-0473
Rule 17Ad-4(b) and (c)...........  240.17Ad-4(b) and (c)...    3235-0341
Rule 17Ad-6......................  240.17Ad-6..............    3235-0291
Rule 17Ad-7......................  240.17Ad-7..............    3235-0291
Rule 17Ad-10.....................  240.17Ad-10.............    3235-0273
Rule 17Ad-11.....................  240.17Ad-11.............    3235-0274
Rule 17Ad-13.....................  240.17Ad-13.............    3235-0275
Rule 17Ad-15.....................  240.17Ad-15.............    3235-0409
Rule 17Ad-16.....................  240.17Ad-16.............    3235-0413
Rule 17Ad-17.....................  240.17Ad-17.............    3235-0469
Rule 19b-1.......................  240.19b-1...............    3235-0354
Rule 19b-4.......................  240.19b-4...............    3235-0045
Rule 19b-4(e)....................  240.19b-4(e)............    3235-0504
Rule 19b-5.......................  240.19b-5...............    3235-0507
Rule 19b-7.......................  240.19b-7...............    3235-0553
Rule 19d-1.......................  240.19d-1(b) thru           3235-0206
                                    240.19d-1(i).
Rule 19d-2.......................  240.19d-2...............    3235-0205
Rule 19d-3.......................  240.19d-3...............    3235-0204
Rule 19h-1.......................  240.19h-1(a), (c) thru      3235-0259
                                    (e), and (g).
Rule 24b-1.......................  240.24b-1...............    3235-0194
Rule 101.........................  242.101.................    3235-0464
Rule 102.........................  242.102.................    3235-0467
Rule 103.........................  242.103.................    3235-0466
Rule 104.........................  242.104.................    3235-0465
Rule 301.........................  242.301.................    3235-0509
Rule 302.........................  242.302.................    3235-0510
Rule 303.........................  242.303.................    3235-0505
Rule 604.........................  242.604.................    3235-0462
Rule 605.........................  242.605.................    3235-0542
Rule 606.........................  242.606.................    3235-0541

[[Page 125]]

 
Rule 607.........................  242.607.................    3235-0435
Rule 608.........................  242.608.................    3235-0500
Rule 609.........................  242.609.................    3235-0043
Rule 611.........................  242.611.................    3235-0600
Regulation S-P...................  Part 248................    3235-0537
Form 1...........................  249.1...................    3235-0017
Form 1-N.........................  249.10..................    3235-0554
Form 25..........................  249.25..................    3235-0080
Form 26..........................  249.26..................    3235-0079
Form 3...........................  249.103.................    3235-0104
Form 4...........................  249.104.................    3235-0287
Form 5...........................  249.105.................    3235-0362
Form 8-A.........................  249.208a................    3235-0056
Form 10..........................  249.210.................    3235-0064
Form 10-SB.......................  249.210b................    3235-0419
Form 18..........................  249.218.................    3235-0121
Form 20-F........................  249.220f................    3235-0288
Form 40-F........................  249.240f................    3235-0381
Form 6-K.........................  249.306.................    3235-0116
Form 8-K.........................  249.308.................    3235-0060
Form 10-Q........................  249.308a................    3235-0070
Form 10-QSB......................  249.308b................    3235-0416
Form 10-K........................  249.310.................    3235-0063
Form 10-KSB......................  249.310b................    3235-0420
Form 11-K........................  249.311.................    3235-0082
Form 18-K........................  249.318.................    3235-0120
Form 12B-25......................  249.322.................    3235-0058
Form 15..........................  249.323.................    3235-0167
Form 13F.........................  249.325.................    3235-0006
Form SE..........................  249.444.................    3235-0327
Form ID..........................  249.446.................    3235-0328
Form DF..........................  249.448.................    3235-0482
Form BD..........................  249.501.................    3235-0012
Form BDW.........................  249.501a................    3235-0018
Form BD-N........................  249.501b................    3235-0556
Form X-17A-5.....................  249.617.................    3235-0123
Form X-17A-19....................  249.635.................    3235-0133
Form ATS.........................  249.637.................    3235-0509
Form ATS-R.......................  249.638.................    3235-0509
Form X-15AJ-1....................  249.802.................    3235-0044
Form X-15AJ-2....................  249.803.................    3235-0044
Form 19b-4.......................  249.819.................    3235-0045
Form 19b-4(e)....................  249.820.................    3235-0504
Form Pilot.......................  249.821.................    3235-0507
Form SIP.........................  249.1001................    3235-0043
Form MSD.........................  249.1100................    3235-0083
Form MSDW........................  249.1110................    3235-0087
Form X-17F-1A....................  249.1200................    3235-0037
Form TA-1........................  249b.100................    3235-0084
Form TA-W........................  249b.101................    3235-0151
Form TA-2........................  249b.102................    3235-0337
Form CA-1........................  249b.200................    3235-0195
Rule 7a-15 thru 7a-37............  260.7a-15 thru 260.7a-37    3235-0132
Form T-1.........................  269.1...................    3235-0110
Form T-2.........................  269.2...................    3235-0111
Form T-3.........................  269.3...................    3235-0105
Form T-4.........................  269.4...................    3235-0107
Form ID..........................  269.7...................    3235-0328
Form SE..........................  269.8...................    3235-0327
Form T-6.........................  269.9...................    3235-0391
Rule 0-1.........................  270.0-1.................    3235-0531
Rule 2a-7........................  270.2a-7................    3235-0268
Rule 2a19-1......................  270.2a19-1..............    3235-0332
Rule 3a-4........................  270.3a-4................    3235-0459
Rule 6c-7........................  270.6c-7................    3235-0276
Rule 6e-2........................  270.6e-2................    3235-0177
Rule 7d-1........................  270.7d-1................    3235-0311
Rule 7d-2........................  270.7d-2................    3235-0527
Section 8(b) of the Investment     270.8b-1 thru 270.8b-32.    3235-0176
 Company Act of 1940.
Rule 10f-3.......................  270.10f-3...............    3235-0226
Rule 11a-2.......................  270.11a-2...............    3235-0272
Rule 11a-3.......................  270.11a-3...............    3235-0358

[[Page 126]]

 
Rule 12b-1.......................  270.12b-1...............    3235-0212
Rule 17a-7.......................  270.17a-7...............    3235-0214
Rule 17a-8.......................  270.17a-8...............    3235-0235
Rule 17e-1.......................  270.17e-1...............    3235-0217
Rule 17f-1.......................  270.17f-1...............    3235-0222
Rule 17f-2.......................  270.17f-2...............    3235-0223
Rule 17f-4.......................  270.17f-4...............    3235-0225
Rule 17f-6.......................  270.17f-6...............    3235-0447
Rule 17f-7.......................  270.17f-7...............    3235-0529
Rule 17g-1(g)....................  270.17g-1(g)............    3235-0213
Rule 17j-1.......................  270.17j-1...............    3235-0224
Rule 18f-1.......................  270.18f-1...............    3235-0211
Rule 18f-3.......................  270.18f-3...............    3235-0441
Rule 19a-1.......................  270.19a-1...............    3235-0216
Rule 20a-1.......................  270.20a-1...............    3235-0158
Rule 22d-1.......................  270.22d-1...............    3235-0310
Rule 23c-1.......................  270.23c-1...............    3235-0260
Rule 23c-3.......................  270.23c-3...............    3235-0422
Rule 27e-1.......................  270.27e-1...............    3235-0545
Rule 30b2-1......................  270.30b2-1..............    3235-0220
Rule 30d-2.......................  270.30d-2...............    3235-0494
Rule 30e-1.......................  270.30e-1...............    3235-0025
Rule 31a-1.......................  270.31a-1...............    3235-0178
Rule 31a-2.......................  270.31a-2...............    3235-0179
Rule 32a-4.......................  270.32a-4...............    3235-0530
Rule 34b-1.......................  270.34b-1...............    3235-0346
Rule 35d-1.......................  270.35d-1...............    3235-0548
Form N-5.........................  274.5...................    3235-0169
Form N-8A........................  274.10..................    3235-0175
Form N-2.........................  274.11a-1...............    3235-0026
Form N-3.........................  274.11b.................    3235-0316
Form N-4.........................  274.11c.................    3235-0318
Form N-8B-2......................  274.12..................    3235-0186
Form N-6F........................  274.15..................    3235-0238
Form 24F-2.......................  274.24..................    3235-0456
Form N-18F-1.....................  274.51..................    3235-0211
Form N-54A.......................  274.53..................    3235-0237
Form N-54C.......................  274.54..................    3235-0236
Form N-SAR.......................  274.101.................    3235-0330
Form N-27E-1.....................  274.127e-1..............    3235-0545
Form N-27F-1.....................  274.127f-1..............    3235-0546
Form N-17D-1.....................  274.200.................    3235-0229
Form N-23C-1.....................  274.201.................    3235-0230
Form N-8F........................  274.218.................    3235-0157
Form N-17F-1.....................  274.219.................    3235-0359
Form N-17F-2.....................  274.220.................    3235-0360
Form N-23c-3.....................  274.221.................    3235-0422
Form ID..........................  274.402.................    3235-0328
Form SE..........................  274.403.................    3235-0327
Rule 0-2.........................  275.0-2.................    3235-0240
Rule 203-3.......................  275.203-3...............    3235-0538
Rule 204-2.......................  275.204-2...............    3235-0278
Rule 204-3.......................  275.204-3...............    3235-0047
Rule 206(3)-2....................  275.206(3)-2............    3235-0243
Rule 206(4)-2....................  275.206(4)-2............    3235-0241
Rule 206(4)-3....................  275.206(4)-3............    3235-0242
Rule 206(4)-4....................  275.206(4)-4............    3235-0345
Form ADV.........................  279.1...................    3235-0049
Schedule I to Form ADV...........  279.1...................    3235-0490
Form ADV-W.......................  279.2...................    3235-0313
Form ADV-H.......................  379.3...................    3235-0538
Form 4-R.........................  279.4...................    3235-0240
Form 5-R.........................  279.5...................    3235-0240
Form 6-R.........................  279.6...................    3235-0240
Form 7-R.........................  279.7...................    3235-0240
Form ADV-E.......................  279.8...................    3235-0361
------------------------------------------------------------------------


[[Page 127]]


[67 FR 14634, Mar. 27, 2002, as amended at 70 FR 37611, June 29, 2005; 
76 FR 46616, Aug. 3, 2011; 77 FR 18684, Mar. 28, 2012; 80 FR 6902, Feb. 
9, 2015]

    Effective Date Note: At 81 FR 82009, Nov. 18, 2016, Sec. 200.800 was 
amended by removing the entry for ``Form N-SAR'' and adding in its place 
an entry ``Form N-CEN'' and adding an entry in numerical order by part 
and section number for ``Form N-PORT'', effective June 1, 2018. For the 
convenience of the user, the added text is set forth as follows:



Sec. 200.800  OMB control numbers assigned pursuant to the Paperwork 
          Reduction Act.

                                * * * * *

    (b) * * *

------------------------------------------------------------------------
                                          17 CFR part or
                                           section where    Current OMB
   Information collection requirement     identified and    control No.
                                             described
------------------------------------------------------------------------
 
*                  *                  *                  *
                   *                  *
            *
Form N-CEN..............................         274.101       3235-0729
 
*                  *                  *                  *
                   *                  *
            *
Form N-PORT.............................         274.150       3235-0730
 
*                  *                  *                  *
                   *                  *
            *
------------------------------------------------------------------------



PART 201_RULES OF PRACTICE--Table of Contents



Subpart A [Reserved]

   Subpart B_Regulations Pertaining to the Equal Access to Justice Act

Sec.
201.31  Purpose of these rules.
201.32  When the Act applies.
201.33  Proceedings covered.
201.34  Eligibility of applicants.
201.35  Standards for awards.
201.36  Allowable fees and expenses.
201.37  Delegations of authority.
201.41  Contents of application.
201.42  Net worth exhibit.
201.43  Documentation of fees and expenses.
201.44  When an application may be filed.
201.51  Filing and service of documents.
201.52  Answer to application.
201.53  Reply.
201.54  Settlement.
201.55  Further proceedings.
201.56  Decision.
201.57  Commission review.
201.58  Judicial review.
201.59  Payment of award.
201.60  [Reserved]

Subpart C [Reserved]

                       Subpart D_Rules of Practice

                              General Rules

201.100  Scope of the rules of practice.
201.101  Definitions.
201.102  Appearance and practice before the Commission.
201.103  Construction of rules.
201.104  Business hours.
201.110  Presiding officer.
201.111  Hearing officer: Authority.
201.112  Hearing officer: Disqualification and withdrawal.
201.120  Ex parte communications.
201.121  Separation of functions.
201.140  Commission orders and decisions: Signature and availability.
201.141  Orders and decisions: Service of orders instituting proceedings 
          and other orders and decisions.
201.150  Service of papers by parties.
201.151  Filing of papers with the Commission: Procedure.
201.152  Filing of papers: Form.
201.153  Filing of papers: Signature requirement and effect.
201.154  Motions.
201.155  Default; motion to set aside default.
201.160  Time computation.
201.161  Extensions of time, postponements and adjournments.
201.180  Sanctions.
201.190  Confidential treatment of information in certain filings.
201.191  Adjudications not required to be determined on the record after 
          notice and opportunity for hearing.
201.192  Rulemaking: Issuance, amendment and repeal of rules of general 
          application.
201.193  Applications by barred individuals for consent to associate.

             Initiation of Proceedings and Prehearing Rules

201.200  Initiation of proceedings.
201.201  Consolidation and severance of proceedings.
201.202  Specification of procedures by parties in certain proceedings.
201.210  Parties, limited participants and amici curiae.
201.220  Answer to allegations.
201.221  Prehearing conference.
201.222  Prehearing submissions and disclosures.

[[Page 128]]

201.230  Enforcement and disciplinary proceedings: Availability of 
          documents for inspection and copying.
201.231  Enforcement and disciplinary proceedings: Production of witness 
          statements.
201.232  Subpoenas.
201.233  Depositions upon oral examination.
201.234  Depositions upon written questions.
201.235  Introducing prior sworn statements or declarations.
201.240  Settlement.
201.250  Dispositive motions.

                        Rules Regarding Hearings

201.300  Hearings.
201.301  Hearings to be public.
201.302  Record of hearings.
201.310  Failure to appear at hearings: Default.
201.320  Evidence: Admissibility.
201.321  Evidence: Objections and offers of proof.
201.322  Evidence: Confidential information, protective orders.
201.323  Evidence: Official notice.
201.324  Evidence: Stipulations.
201.325  Evidence: Presentation under oath or affirmation.
201.326  Evidence: Presentation, rebuttal and cross-examination.
201.340  Proposed findings, conclusions and supporting briefs.
201.350  Record in proceedings before hearing officer; retention of 
          documents; copies.
201.351  Transmittal of documents to Secretary; record index; 
          certification.
201.360  Initial decision of hearing officer and timing of hearing.

             Appeal to the Commission and Commission Review

201.400  Interlocutory review.
201.401  Consideration of stays.
201.410  Appeal of initial decisions by hearing officers.
201.411  Commission consideration of initial decisions by hearing 
          officers.
201.420  Appeal of determinations by self-regulatory organizations.
201.421  Commission consideration of determinations by self-regulatory 
          organizations.
201.430  Appeal of actions made pursuant to delegated authority.
201.431  Commission consideration of actions made pursuant to delegated 
          authority.
201.440  Appeal of determinations by the Public Company Accounting 
          Oversight Board.
201.441  Commission consideration of Board determinations.
201.450  Briefs filed with the Commission.
201.451  Oral argument before the Commission.
201.452  Additional evidence.
201.460  Record before the Commission.
201.470  Reconsideration.
201.490  Receipt of petitions for judicial review pursuant to 28 U.S.C. 
          2112(a)(1).

           Rules Relating to Temporary Orders and Suspensions

201.500  Expedited consideration of proceedings.
201.510  Temporary cease-and-desist orders: Application process.
201.511  Temporary cease-and-desist orders: Notice; procedures for 
          hearing.
201.512  Temporary cease-and-desist orders: Issuance after notice and 
          opportunity for hearing.
201.513  Temporary cease-and-desist orders: Issuance without prior 
          notice and opportunity for hearing.
201.514  Temporary cease-and-desist orders: Judicial review; duration.
201.520  Suspension of registration of brokers, dealers, or other 
          Exchange Act-registered entities: Application.
201.521  Suspension of registration of brokers, dealers, or other 
          Exchange Act-registered entities: Notice and opportunity for 
          hearing on application.
201.522  Suspension of registration of brokers, dealers, or other 
          Exchange Act-registered entities: Issuance and review of 
          order.
201.523  [Reserved]
201.524  Suspension of registrations: Duration.
201.530  Initial decision on permanent order: Timing for submitting 
          proposed findings and preparation of decision.
201.531  Initial decision on permanent order: Effect on temporary order.
201.540  Appeal and Commission review of initial decision making a 
          temporary order permanent.
201.550  Summary suspensions pursuant to Exchange Act Section 
          12(k)(1)(A).

            Rules Regarding Disgorgement and Penalty Payments

201.600  Interest on sums disgorged.
201.601  Prompt payment of disgorgement, interest and penalties.
201.610-201.614  [Reserved]
201.620  [Reserved]
201.630  Inability to pay disgorgement, interest or penalties.
201.700  Initiation of proceedings for SRO proposed rule changes.
201.701  Issuance of order.

      Informal Procedures and Supplementary Information Concerning 
                        Adjudicatory Proceedings

201.900  Informal procedures and supplementary information concerning 
          adjudicatory proceedings.

[[Page 129]]

            Subpart E_Adjustment of Civil Monetary Penalties

201.1001  Adjustment of civil monetary penalties.

               Subpart F_Fair Fund and Disgorgement Plans

201.1100  Creation of Fair Fund.
201.1101  Submission of plan of distribution; contents of plan.
201.1102  Provisions for payment.
201.1103  Notice of proposed plan and opportunity for comment by non-
          parties.
201.1104  Order approving, modifying, or disapproving proposed plan.
201.1105  Administration of plan.
201.1106  Right to challenge.

    Authority: 15 U.S.C. 77s, 77sss, 78w, 78x, 80a-37, and 80b-11; 5 
U.S.C. 504(c)(1).
    Sections 201.700 and 201.701 are also issued under sec. 916, Pub. L. 
111-203, 124 Stat. 1376.

    Source: 47 FR 610, Jan. 6, 1982, unless otherwise noted.

Subpart A [Reserved]



   Subpart B_Regulations Pertaining to the Equal Access to Justice Act



Sec. 201.31  Purpose of these rules.

    The Equal Access to Justice Act, 5 U.S.C. 504 (called the Act in 
this subpart B), provides for the award of attorney fees and other 
expenses to eligible individuals and entities who are parties to certain 
administrative proceedings (called adversary adjudications) before the 
Commission. An eligible party may receive an award when it prevails over 
the Commission, unless the Commission's position was substantially 
justified or special circumstances make an award unjust. The rules in 
this subpart describe the parties eligible for awards and the 
proceedings that are covered. They also explain how to apply for awards, 
and the procedures and standards that the Commission will use in ruling 
on those applications.

[54 FR 53051, Dec. 27, 1989]



Sec. 201.32  When the Act applies.

    The Act applies to adversary adjudications described in Sec. 201.33 
pending or commenced before the Commission on or after August 5, 1985. 
It also applies to any adversary adjudication commenced on or after 
October 1, 1984, and finally disposed of before August 5, 1985, provided 
that an application for fees and expenses, as described in these rules, 
has been filed with the Commission within 30 days after August 5, 1985. 
Proceedings which have been substantially concluded are not deemed 
pending under these rules although officially pending for purposes such 
as concluding remedial actions found in Commission orders or private 
undertakings.

[54 FR 53051, Dec. 27, 1989]



Sec. 201.33  Proceedings covered.

    (a) The Act applies to adversary adjudications conducted by the 
Commission. These are on the record adjudications under 5 U.S.C. 554 in 
which the position of an Office or Division of the Commission as a 
party, not including amicus participation, is presented by an attorney 
or other representative who enters an appearance and participates in the 
proceeding. See appendix, 17 CFR 201.60.
    (b) The fact that the Commission has not identified a type of 
proceeding as an adversary adjudication shall not preclude the filing of 
an application by a party who believes the proceeding is covered by the 
Act; whether the proceeding is covered will then be an issue for 
resolution in proceedings on the application.
    (c) If a proceeding includes both matters covered by the Act and 
matters specifically excluded from coverage, any award made will include 
only fees and expenses related to covered issues.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]



Sec. 201.34  Eligibility of applicants.

    (a) To be eligible for an award of attorney fees and other expenses 
under the Act, the applicant must be a party to the adversary 
adjudication for which it seeks it seeks an award. The term party is 
defined in 5 U.S.C. 551(3). The applicant must show that it meets all 
conditions of eligibility set out in this subpart.
    (b) The types of eligible applicants are as follows:
    (1) An individual with a net worth of not more than $2 million;

[[Page 130]]

    (2) The sole owner of an unincorporated business who has a net worth 
of not more than $7 million, including both personal and business 
interests, and not more than 500 employees;
    (3) A charitable or other tax-exempt organization described in 
section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)) 
with not more than 500 employees;
    (4) A cooperative association as defined in section 15(a) of the 
Agricultural Marketing Act (12 U.S.C. 1141j(a)) with more than 500 
employees; and
    (5) Any other partnership, corporation, association, unit of local 
government, or public or private organization with a new worth of not 
more than $7 million and not more than 500 employees.
    (c) For the purpose of eligibility, the net worth and number of 
employees of an applicant shall be determined as of the date the 
proceeding was initiated.
    (d) An applicant who owns an unincorporated business will be 
considered as an individual rather than a sole owner of an 
unincorporated business if the issues on which the applicant prevails 
are related primarily to personal interests rather than to business 
interests.
    (e) The employees of an applicant include all persons who regularly 
perform services for remuneration for the applicant, under the 
applicant's direction and control. Part-time employees shall be included 
on a proportional basis.
    (f) The net worth and number of employees of the applicant and all 
of its affiliates shall be aggregated to determine eligibility. Any 
individual, corporation or other entity that directly or indirectly 
controls or owns a majority of the voting shares or other interest of 
the applicant, or any corporation or entity of which the applicant 
directly or indirectly owns or controls a majority of the voting shares 
or other interest, will be considered an affiliate for purposes of this 
subpart, unless the administrative law judge determines that such 
treatment would be unjust and contrary to the purposes of the Act in 
light of the actual relationship between the affiliated entities. In 
addition, the administrative law judge may determine that financial 
relationships of the applicant other than those described in this 
paragraph constitute special circumstances that would make an award 
unjust.
    (g) An applicant that participates in a proceeding primarily on 
behalf of one or more other persons or entities that would be ineligible 
is not itself eligible for an award.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]



Sec. 201.35  Standards for awards.

    (a) A prevailing applicant may receive an award for fees and 
expenses incurred in connection with a proceeding or in a significant 
and discrete substantive portion of the proceeding, unless the position 
of the Office or Division over which the applicant has prevailed was 
substantially justified. The position of the Office or Division 
includes, in addition to the position taken by the Office or Division in 
the adversary adjudication, the action or failure to act by the Office 
or Division upon which the adversary adjudication is based. The burden 
of proof that an award should not be made to an eligible prevailing 
applicant is on counsel for an Office or Division of the Commission, 
which must show that its position was reasonable in law and fact.
    (b) An award will be reduced or denied if the applicant has unduly 
or unreasonably protracted the proceeding or if special circumstances 
make the award sought unjust.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]



Sec. 201.36  Allowable fees and expenses.

    (a) Subject to the limitation of paragraph (b), awards will be based 
on rates customarily charged, in the locale of the hearing, by persons 
engaged in the business of acting as attorneys, agents and expert 
witnesses, even if the services were made available without charge or at 
a reduced rate to the applicant.
    (b) No award of the fee of an attorney or agent under these rules 
may exceed $75.00 per hour. No award to compensate an expert witness may 
exceed the reasonable rate at which the Commission pays witnesses with 
similar expertise. However, an award may also

[[Page 131]]

include the reasonable expenses of the attorney, agent or witness as a 
separate item, if the attorney, agent or witness ordinarily charges 
clients separately for such expenses.
    (c) In determining the reasonableness of the fee sought for an 
attorney, agent or expert witness, the administrative law judge shall 
consider the following:
    (1) If the attorney, agent or witness is in private practice, his or 
her customary fee for similar services, or, if an employee of the 
applicant the fully allocated cost of the services;
    (2) The prevailing rate for similar services in the community in 
which the attorney, agent or witness ordinarily performs services;
    (3) The time actually spent in the representation of the applicant;
    (4) The time reasonably spent in light of the difficulty or 
complexity of the issues in the proceeding; and
    (5) Such other factors as may bear on the value of the services 
provided.
    (d) The reasonable cost of any study, analysis, engineering report, 
test, project or similar matter prepared on behalf of a party may be 
awarded, to the extent that the charge for the service does not exceed 
the prevailing rate for similar services, and the study or other matter 
was necessary for preparation of the applicant's case.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]



Sec. 201.37  Delegations of authority.

    (a) The Commission may by order delegate authority to take final 
action on matters pertaining to the Equal Access to Justice Act in 
particular cases.
    (b) Unless the Commission shall order otherwise, applications for 
awards of fees and expenses made pursuant to this subject shall be 
assigned by the Chief Administrative Law Judge to an administrative law 
judge for determination.

[54 FR 53051, Dec. 27, 1989]



Sec. 201.41  Contents of application.

    (a) An application for an award of fees and expenses under the Act 
shall identify the applicant, the proceeding for which an award is 
sought and contain the information required in this subpart. The 
application shall show that the applicant has prevailed and specify the 
position(s) of the opposing Office or Division in the proceeding that 
the applicant alleges was not substantially justified. Unless the 
applicant is an individual, the application shall also state the number 
of employees of the applicant and describe briefly the type and purpose 
of its organization or business.
    (b) The application shall also include a statement that the 
applicant's net worth does not exceed $2 million (if an individual) or 
$7 million (for all other applicants, including their affiliates). 
However, an applicant may omit this statement if:
    (1) It attaches a copy of a ruling by the Internal Revenue Service 
that it qualifies as an organization described in section 501(c)(3) of 
the Internal Revenue Code (26 U.S.C. 501(c)(3)) or, in the case of a 
tax-exempt organization not required to obtain a ruling from the 
Internal Revenue Service on its exempt status, a statement that 
describes the basis for the applicant's belief that it qualifies under 
such section; or
    (2) It states that it is a cooperative association as defined in 
section 15(a) of the Agricultural Marketing Act (12 U.S.C. 1141j(a)).
    (c) The application shall state the amount of fees and expenses for 
which an award is sought.
    (d) The application may also include any other matters that the 
applicant wishes the Commission to consider in determining whether and 
in what amount an award should be made.
    (e) The application shall be signed by the applicant or an 
authorized officer or attorney of the applicant. It shall also contain 
or be accompanied by a written verification under oath or under penalty 
of perjury that the information provided in the application is true and 
correct.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53051, Dec. 27, 1989]



Sec. 201.42  Net worth exhibit.

    (a) Each applicant, except a qualified tax-exempt organization or 
cooperative association, must provide with its application a detailed 
exhibit showing the net worth of the applicant and any affiliates (as 
defined in Sec. 201.34(f) of this

[[Page 132]]

part) when the proceeding was initiated. The exhibit may be in any form 
convenient to the applicant that provides full disclosure of the 
applicant's and its affiliates' assets and liabilities and is sufficient 
to determine whether the applicant qualifies under the standards in this 
subpart. The administrative law judge or the Commission may require an 
applicant to file additional information to determine its eligibility 
for an award.
    (b) Ordinarily, the net worth exhibit will be included in the public 
record of the proceeding. However, an applicant that objects to public 
disclosure of information in any portion of the exhibit and believes 
there are legal grounds for withholding it from disclosure may submit 
that exhibit in accordance with 17 CFR 201.190.

[47 FR 610, Jan. 6, 1982, as amended at 60 FR 32795, June 23, 1995]



Sec. 201.43  Documentation of fees and expenses.

    The application shall be accompanied by full documentation of the 
fees and expenses, including the cost of any study, analysis, 
engineering report, test, project or similar matter, for which an award 
is sought. A separate itemized statement shall be submitted for each 
professional firm or individual whose services are covered by the 
application, showing the hours spent in connection with the proceeding 
by each individual, a description of the specific services performed, 
the rate at which each fee has been computed, any expenses for which 
reimbursement is sought, the total amount claimed, and the total amount 
paid or payable by the applicant or by any other person or entity for 
the services provided. The applicant may be required to provide 
vouchers, receipts, or other substantiation for any fees or expenses 
claimed.



Sec. 201.44  When an application may be filed.

    (a) An application may be filed whenever the applicant has prevailed 
in the proceeding or in a significant and discrete substantive portion 
of the proceeding, but in no case later than 30 days after the 
Commission's final disposition of the proceeding.
    (b) For purposes of this rule, final disposition means the date on 
which a decision or order disposing of the merits of the proceeding or 
any other complete resolution of the proceeding, such as a settlement or 
voluntary dismissal, becomes final and unappealable, both within the 
Commission and to the courts.
    (c) If review or reconsideration is sought or taken of a decision as 
to which an applicant believes it has prevailed, proceedings for the 
award of fees shall be stayed pending final disposition of the 
underlying controversy.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53052, Dec. 27, 1989]



Sec. 201.51  Filing and service of documents.

    Any application for an award or other document related to an 
application shall be filed and served in the same manner as other papers 
in proceedings under the Commission's Rules of Practice. In addition, a 
copy of each application for fees and expenses shall be served on the 
General Counsel of the Commission.



Sec. 201.52  Answer to application.

    (a) Within 30 days after service of an application, counsel 
representing the Office or Division of the Commission may file an answer 
to the application. Unless the Office or Division of the Commission 
counsel requests an extension of time for filing or files a statement of 
intent to negotiate under paragraph (b) of this section, failure to file 
an answer within the 30-day period may be treated as a consent to the 
award requested.
    (b) If counsel for the Office or Division of the Commission and the 
applicant believe that the issues in the fee application can be settled, 
they may jointly file a statement of their intent to negotiate a 
settlement. The filing of this statement shall extend the time for 
filing an answer for an additional 30 days, and further extensions may 
be granted upon request by agency counsel and the applicant.
    (c) The answer shall explain any objections to the award requested 
and identify the facts relied on in support of that position. If the 
answer is based on any alleged facts not already in the

[[Page 133]]

record of the proceeding, it shall include supporting affidavits or a 
request for further proceedings under Sec. 201.55.



Sec. 201.53  Reply.

    Within 15 days after service of an answer, the applicant may file a 
reply. If the reply is based on any alleged facts not already in the 
record of the proceeding, the applicant shall include with the reply 
either supporting affidavits or a request for further proceedings under 
Sec. 201.55.



Sec. 201.54  Settlement.

    The applicant and counsel for the Office or Division of the 
Commission may agree on a proposed settlement of the award before final 
action on the application, either in connection with a settlement of the 
underlying proceeding or after the underlying proceeding has been 
concluded, in accordance with the Commission's standard settlement 
procedure. See 17 CFR 201.240. If a prevailing party and counsel for the 
Office or Division of the Commission agree on a proposed settlement of 
an award before an application has been filed, the application shall be 
filed with the proposed settlement. If a proposed settlement provides 
that each side shall bear its own expenses, and the settlement is 
accepted, no application may be filed.

[54 FR 53052, Dec. 27, 1989, as amended at 60 FR 32795, June 23, 1995]



Sec. 201.55  Further proceedings.

    (a) Ordinarily, the determination of an award will be made on the 
basis of the written record. However, on request of either the applicant 
or counsel for the Office or Division of the Commission, or on his or 
her own initiative, the administrative law judge may order further 
proceedings, such as an informal conference, oral argument, additional 
written submissions or, as to issues other than substantial 
justification (such as the applicant's eligibility or substantiation of 
fees and expenses) an evidentiary hearing. The administrative law judge 
may order all proceedings that are otherwise available under 
Sec. 201.221 and Sec. 201.222(a). Such further proceedings shall be held 
only when necessary for full and fair resolution of the issues arising 
from the application, and shall be conducted as promptly as possible. 
Whether or not the Commission's position was substantially justified 
shall be determined on the basis of the administrative record, as a 
whole, which is made in the adversary adjudication for which fees and 
other expenses are sought.
    (b) A request for further proceedings under this section shall 
specifically identify the information sought or the disputed issues and 
shall explain why the additional proceedings are necessary to resolve 
the issues.

[47 FR 610, Jan. 6, 1982, as amended at 54 FR 53052, Dec. 27, 1989; 70 
FR 72569, Dec. 5, 2005]



Sec. 201.56  Decision.

    The administrative law judge shall issue an initial decision on the 
application promptly after completion of proceedings on the application. 
The decision shall include written findings and conclusions on the 
applicant's eligibility and status as a prevailing party, and an 
explanation of the reasons for any difference between the amount 
requested and the amount awarded. The decision shall also include, if at 
issue, findings on whether the Commission's position was substantially 
justified, whether the applicant unduly protracted the proceedings, or 
whether special circumstances make an award unjust.



Sec. 201.57  Commission review.

    In accordance with the procedures set forth in 17 CFR 201.410 and 
201.411, either the applicant or counsel for the Office or Division of 
the Commission may seek review of the initial decision on the fee 
application, or the Commission may decide to review the decision on its 
own initiative. If neither the applicant nor counsel for the Division or 
Office of the Commission seeks review and the Commission does not take 
review on its own initiative, the initial decision on the application 
shall become a final decision of the Commission 30 days after it is 
issued. Whether to review a decision is a matter within the discretion 
of the Commission. If review is taken, the Commission will issue a final 
decision on the application or remand the application to the

[[Page 134]]

administrative law judge for further proceedings.

[47 FR 610, Jan. 6, 1982, as amended at 60 FR 32795, June 23, 1995]



Sec. 201.58  Judicial review.

    Judicial review of final Commission decisions on awards may be 
sought as provided in 5 U.S.C. 504(c)(2).



Sec. 201.59  Payment of award.

    An applicant seeking payment of an award shall submit to the Chief 
Financial Officer of the Commission a copy of the Commission's final 
decision granting the award, accompanied by a sworn statement that the 
applicant will not seek review of the decision in the United States 
courts. The Commission will pay the amount awarded to the applicant as 
authorized by law, unless judicial review of the award has been sought 
by the applicant.

[54 FR 53052, Dec. 27, 1989, as amended at 76 FR 60372, Sept. 29, 2011]



Sec. 201.60  [Reserved]

Subpart C [Reserved]



                       Subpart D_Rules of Practice

    Authority: 15 U.S.C. 77f, 77g, 77h, 77h-1, 77j, 77s, 77u, 77sss, 
77ttt, 78c(b), 78d-1, 78d-2, 78l, 78m, 78n, 78o(d), 78o-3, 78s, 78u-2, 
78u-3, 78v, 78w, 80a-8, 80a-9, 80a-37, 80a-38, 80a-39, 80a-40, 80a-41, 
80a-44, 80b-3, 80b-9, 80b-11, 80b-12, 7202, 7215, and 7217.

    Source: 60 FR 32796, June 23, 1995, unless otherwise noted.

                              General Rules



Sec. 201.100  Scope of the rules of practice.

    (a) Unless provided otherwise, these Rules of Practice govern 
proceedings before the Commission under the statutes that it 
administers.
    (b) These rules do not apply to:
    (1) Investigations, except where made specifically applicable by the 
Rules Relating to Investigations, part 203 of this chapter; or
    (2) Actions taken by the duty officer pursuant to delegated 
authority under 17 CFR 200.43.
    (3) Initiation of proceedings for SRO proposed rule changes under 17 
CFR 201.700-701, except where made specifically applicable therein.
    (c) The Commission, upon its determination that to do so would serve 
the interests of justice and not result in prejudice to the parties to 
the proceeding, may by order direct, in a particular proceeding, that an 
alternative procedure shall apply or that compliance with an otherwise 
applicable rule is unnecessary.

[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995, as amended at 
69 FR 13175, Mar. 19, 2004; 76 FR 4070, Jan. 24, 2011]



Sec. 201.101  Definitions.

    (a) For purposes of these Rules of Practice, unless explicitly 
stated to the contrary:
    (1) Commission means the United States Securities and Exchange 
Commission, or a panel of Commissioners constituting a quorum of the 
Commission, or a single Commissioner acting as duty officer pursuant to 
17 CFR 200.43;
    (2) Counsel means any attorney representing a party or any other 
person representing a party pursuant to Sec. 201.102(b);
    (3) Disciplinary proceeding means an action pursuant to 
Sec. 201.102(e);
    (4) Enforcement proceeding means an action, initiated by an order 
instituting proceedings, held for the purpose of determining whether or 
not a person is about to violate, has violated, has caused a violation 
of, or has aided or abetted a violation of any statute or rule 
administered by the Commission, or whether to impose a sanction as 
defined in Section 551(10) of the Administrative Procedure Act, 5 U.S.C. 
551(10);
    (5) Hearing officer means an administrative law judge, a panel of 
Commissioners constituting less than a quorum of the Commission, an 
individual Commissioner, or any other person duly authorized to preside 
at a hearing;
    (6) Interested division means a division or an office assigned 
primary responsibility by the Commission to participate in a particular 
proceeding;
    (7) Order instituting proceedings means an order issued by the 
Commission commencing a proceeding or an order issued by the Commission 
to hold a hearing;

[[Page 135]]

    (8) Party means the interested division, any person named as a 
respondent in an order instituting proceedings, any applicant named in 
the caption of any order, persons entitled to notice in a stop order 
proceeding as set forth in Sec. 201.200(a)(2) or any person seeking 
Commission review of a decision;
    (9) Proceeding means any agency process initiated:
    (i) By an order instituting proceedings; or
    (ii) By the filing, pursuant to Sec. 201.410, of a petition for 
review of an initial decision by a hearing officer; or
    (iii) By the filing, pursuant to Sec. 201.420, of an application for 
review of a self-regulatory organization determination; or
    (iv) By the filing, pursuant to Sec. 201.430, of a notice of 
intention to file a petition for review of a determination made pursuant 
to delegated authority; or
    (v) By the filing, pursuant to Sec. 201.440, of an application for 
review of a determination by the Public Company Accounting Oversight 
Board; or
    (vi) By the filing, pursuant to Sec. 242.601 of this chapter, of an 
application for review of an action or failure to act in connection with 
the implementation or operation of any effective transaction reporting 
plan; or
    (vii) By the filing, pursuant to Sec. 242.608 of this chapter, of an 
application for review of an action taken or failure to act in 
connection with the implementation or operation of any effective 
national market system plan; or
    (viii) By the filing, pursuant to Section 11A(b)(5) of the 
Securities Exchange Act of 1934, of an application for review of a 
determination of a registered securities information processor;
    (10) Secretary means the Secretary of the Commission;
    (11) Temporary sanction means a temporary cease-and-desist order or 
a temporary suspension of the registration of a broker, dealer, 
municipal securities dealer, government securities broker, government 
securities dealer, or transfer agent pending final determination whether 
the registration shall be revoked; and
    (12) Board means the Public Company Accounting Oversight Board.
    (b) [Reserved]

[60 FR 32796, June 23, 1995, as amended at 69 FR 13175, Mar. 19, 2004; 
70 FR 37617, June 29, 2005]



Sec. 201.102  Appearance and practice before the Commission.

    A person shall not be represented before the Commission or a hearing 
officer except as stated in paragraphs (a) and (b) of this section or as 
otherwise permitted by the Commission or a hearing officer.
    (a) Representing oneself. In any proceeding, an individual may 
appear on his or her own behalf.
    (b) Representing others. In any proceeding, a person may be 
represented by an attorney at law admitted to practice before the 
Supreme Court of the United States or the highest court of any State (as 
defined in Section 3(a)(16) of the Exchange Act, 15 U.S.C. 78c(a)(16)); 
a member of a partnership may represent the partnership; a bona fide 
officer of a corporation, trust or association may represent the 
corporation, trust or association; and an officer or employee of a state 
commission or of a department or political subdivision of a state may 
represent the state commission or the department or political 
subdivision of the state.
    (c) Former Commission employees. Former employees of the Commission 
must comply with the restrictions on practice contained in the 
Commission's Conduct Regulation, Subpart M, 17 CFR 200.735.
    (d) Designation of address for service; notice of appearance; power 
of attorney; withdrawal--(1) Representing oneself. When an individual 
first makes any filing or otherwise appears on his or her own behalf 
before the Commission or a hearing officer in a proceeding as defined in 
Sec. 201.101(a), he or she shall file with the Commission, or otherwise 
state on the record, and keep current, an address at which any notice or 
other written communication required to be served upon him or her or 
furnished to him or her may be sent and a telephone number where he or 
she may be reached during business hours.

[[Page 136]]

    (2) Representing others. When a person first makes any filing or 
otherwise appears in a representative capacity before the Commission or 
a hearing officer in a proceeding as defined in Sec. 201.101(a), that 
person shall file with the Commission, and keep current, a written 
notice stating the name of the proceeding; the representative's name, 
business address and telephone number; and the name and address of the 
person or persons represented.
    (3) Power of attorney. Any individual appearing or practicing before 
the Commission in a representative capacity may be required to file a 
power of attorney with the Commission showing his or her authority to 
act in such capacity.
    (4) Withdrawal. Any person seeking to withdraw his or her appearance 
in a representative capacity shall file a notice of withdrawal with the 
Commission or the hearing officer. The notice shall state the name, 
address, and telephone number of the withdrawing representative; the 
name, address, and telephone number of the person for whom the 
appearance was made; and the effective date of the withdrawal. If the 
person seeking to withdraw knows the name, address, and telephone number 
of the new representative, or knows that the person for whom the 
appearance was made intends to represent him- or herself, that 
information shall be included in the notice. The notice must be served 
on the parties in accordance with Sec. 201.150. The notice shall be 
filed at least five days before the proposed effective date of the 
withdrawal.
    (e) Suspension and disbarment--(1) Generally. The Commission may 
censure a person or deny, temporarily or permanently, the privilege of 
appearing or practicing before it in any way to any person who is found 
by the Commission after notice and opportunity for hearing in the 
matter:
    (i) Not to possess the requisite qualifications to represent others; 
or
    (ii) To be lacking in character or integrity or to have engaged in 
unethical or improper professional conduct; or
    (iii) To have willfully violated, or willfully aided and abetted the 
violation of any provision of the Federal securities laws or the rules 
and regulations thereunder.
    (iv) With respect to persons licensed to practice as accountants, 
``improper professional conduct'' under Sec. 201.102(e)(1)(ii) means:
    (A) Intentional or knowing conduct, including reckless conduct, that 
results in a violation of applicable professional standards; or
    (B) Either of the following two types of negligent conduct:
    (1) A single instance of highly unreasonable conduct that results in 
a violation of applicable professional standards in circumstances in 
which an accountant knows, or should know, that heightened scrutiny is 
warranted.
    (2) Repeated instances of unreasonable conduct, each resulting in a 
violation of applicable professional standards, that indicate a lack of 
competence to practice before the Commission.
    (2) Certain professionals and convicted persons. Any attorney who 
has been suspended or disbarred by a court of the United States or of 
any State; or any person whose license to practice as an accountant, 
engineer, or other professional or expert has been revoked or suspended 
in any State; or any person who has been convicted of a felony or a 
misdemeanor involving moral turpitude shall be forthwith suspended from 
appearing or practicing before the Commission. A disbarment, suspension, 
revocation or conviction within the meaning of this section shall be 
deemed to have occurred when the disbarring, suspending, revoking or 
convicting agency or tribunal enters its judgment or order, including a 
judgment or order on a plea of nolo contendere, regardless of whether an 
appeal of such judgment or order is pending or could be taken.
    (3) Temporary suspensions. An order of temporary suspension shall 
become effective upon service on the respondent. No order of temporary 
suspension shall be entered by the Commission pursuant to paragraph 
(e)(3)(i) of this section more than 90 days after the date on which the 
final judgment or order entered in a judicial or administrative 
proceeding described in paragraph (e)(3)(i)(A) or (e)(3)(i)(B) of this 
section has become effective, whether upon

[[Page 137]]

completion of review or appeal procedures or because further review or 
appeal procedures are no longer available.
    (i) The Commission, with due regard to the public interest and 
without preliminary hearing, may, by order, temporarily suspend from 
appearing or practicing before it any attorney, accountant, engineer, or 
other professional or expert who has been by name:
    (A) Permanently enjoined by any court of competent jurisdiction, by 
reason of his or her misconduct in an action brought by the Commission, 
from violating or aiding and abetting the violation of any provision of 
the Federal securities laws or of the rules and regulations thereunder; 
or
    (B) Found by any court of competent jurisdiction in an action 
brought by the Commission to which he or she is a party or found by the 
Commission in any administrative proceeding to which he or she is a 
party to have violated (unless the violation was found not to have been 
willful) or aided and abetted the violation of any provision of the 
Federal securities laws or of the rules and regulations thereunder.
    (ii) Any person temporarily suspended from appearing and practicing 
before the Commission in accordance with paragraph (e)(3)(i) of this 
section may, within 30 days after service upon him or her of the order 
of temporary suspension, petition the Commission to lift the temporary 
suspension. If no petition has been received by the Commission within 30 
days after service of the order, the suspension shall become permanent.
    (iii) Within 30 days after the filing of a petition in accordance 
with paragraph (e)(3)(ii) of this section, the Commission shall either 
lift the temporary suspension, or set the matter down for hearing at a 
time and place designated by the Commission, or both, and, after 
opportunity for hearing, may censure the petitioner or disqualify the 
petitioner from appearing or practicing before the Commission for a 
period of time or permanently. In every case in which the temporary 
suspension has not been lifted, every hearing held and other action 
taken pursuant to this paragraph (e)(3) shall be expedited in accordance 
with Sec. 201.500. If the hearing is held before a hearing officer, the 
time limits set forth in Sec. 201.540 will govern review of the hearing 
officer's initial decision.
    (iv) In any hearing held on a petition filed in accordance with 
paragraph (e)(3)(ii) of this section, the staff of the Commission shall 
show either that the petitioner has been enjoined as described in 
paragraph (e)(3)(i)(A) of this section or that the petitioner has been 
found to have committed or aided and abetted violations as described in 
paragraph (e)(3)(i)(B) of this section and that showing, without more, 
may be the basis for censure or disqualification. Once that showing has 
been made, the burden shall be upon the petitioner to show cause why he 
or she should not be censured or temporarily or permanently disqualified 
from appearing and practicing before the Commission. In any such 
hearing, the petitioner may not contest any finding made against him or 
her or fact admitted by him or her in the judicial or administrative 
proceeding upon which the proceeding under this paragraph (e)(3) is 
predicated. A person who has consented to the entry of a permanent 
injunction as described in paragraph (e)(3)(i)(A) of this section 
without admitting the facts set forth in the complaint shall be presumed 
for all purposes under this paragraph (e)(3) to have been enjoined by 
reason of the misconduct alleged in the complaint.
    (4) Filing of prior orders. Any person appearing or practicing 
before the Commission who has been the subject of an order, judgment, 
decree, or finding as set forth in paragraph (e)(3) of this section 
shall promptly file with the Secretary a copy thereof (together with any 
related opinion or statement of the agency or tribunal involved). 
Failure to file any such paper, order, judgment, decree or finding shall 
not impair the operation of any other provision of this section.
    (5) Reinstatement. (i) An application for reinstatement of a person 
permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
of this section may be made at any time, and the applicant may, in the 
Commission's discretion, be afforded a hearing; however, the suspension 
or disqualification shall continue unless and until the applicant

[[Page 138]]

has been reinstated by the Commission for good cause shown.
    (ii) Any person suspended under paragraph (e)(2) of this section 
shall be reinstated by the Commission, upon appropriate application, if 
all the grounds for application of the provisions of that paragraph are 
subsequently removed by a reversal of the conviction or termination of 
the suspension, disbarment, or revocation. An application for 
reinstatement on any other grounds by any person suspended under 
paragraph (e)(2) of this section may be filed at any time and the 
applicant shall be accorded an opportunity for a hearing in the matter; 
however, such suspension shall continue unless and until the applicant 
has been reinstated by order of the Commission for good cause shown.
    (6) Other proceedings not precluded. A proceeding brought under 
paragraph (e)(1), (e)(2) or (e)(3) of this section shall not preclude 
another proceeding brought under these same paragraphs.
    (7) Public hearings. All hearings held under this paragraph (e) 
shall be public unless otherwise ordered by the Commission on its own 
motion or after considering the motion of a party.
    (f) Practice defined. For the purposes of these Rules of Practice, 
practicing before the Commission shall include, but shall not be limited 
to:
    (1) Transacting any business with the Commission; and
    (2) The preparation of any statement, opinion or other paper by any 
attorney, accountant, engineer or other professional or expert, filed 
with the Commission in any registration statement, notification, 
application, report or other document with the consent of such attorney, 
accountant, engineer or other professional or expert.

[60 FR 32796, June 23, 1995, as amended at 63 FR 57122, Oct. 26, 1998; 
69 FR 13176, Mar. 19, 2004; 70 FR 72569, Dec. 5, 2005]



Sec. 201.103  Construction of rules.

    (a) The Rules of Practice shall be construed and administered to 
secure the just, speedy, and inexpensive determination of every 
proceeding.
    (b) In any particular proceeding, to the extent that there is a 
conflict between these rules and a procedural requirement contained in 
any statute, or any rule or form adopted thereunder, the latter shall 
control.
    (c) For purposes of these rules:
    (1) Any term in the singular includes the plural, and any term in 
the plural includes the singular, if such use would be appropriate;
    (2) Any use of a masculine, feminine, or neuter gender encompasses 
such other genders as would be appropriate; and
    (3) Unless the context requires otherwise, counsel for a party may 
take any action required or permitted to be taken by such party.



Sec. 201.104  Business hours.

    The Headquarters office of the Commission, at 100 F Street, NE., 
Washington, DC 20549, is open each day, except Saturdays, Sundays, and 
Federal legal holidays, from 9 a.m. to 5:30 p.m., Eastern Standard Time 
or Eastern Daylight Saving Time, whichever is currently in effect in 
Washington, D.C. Federal legal holidays consist of New Year's Day; 
Birthday of Martin Luther King, Jr.; Presidents Day; Memorial Day; 
Independence Day; Labor Day; Columbus Day; Veterans Day; Thanksgiving 
Day; Christmas Day; and any other day appointed as a holiday in 
Washington, D.C. by the President or the Congress of the United States.

[60 FR 32796, June 23, 1995, as amended at 70 FR 72569, Dec. 5, 2005]



Sec. 201.110  Presiding officer.

    All proceedings shall be presided over by the Commission or, if the 
Commission so orders, by a hearing officer. When the Commission 
designates that the hearing officer shall be an administrative law 
judge, the Chief Administrative Law Judge shall select, pursuant to 17 
CFR 200.30-10, the administrative law judge to preside.



Sec. 201.111  Hearing officer: Authority.

    The hearing officer shall have the authority to do all things 
necessary and appropriate to discharge his or her duties. No provision 
of these Rules of Practice shall be construed to limit the powers of the 
hearing officer provided by the Administrative Procedure Act, 5 U.S.C. 
556, 557. The powers of the hearing officer include, but are not limited 
to, the following:

[[Page 139]]

    (a) Administering oaths and affirmations;
    (b) Issuing subpoenas authorized by law and revoking, quashing, or 
modifying any such subpoena;
    (c) Receiving relevant evidence and ruling upon the admission of 
evidence and offers of proof;
    (d) Regulating the course of a proceeding and the conduct of the 
parties and their counsel;
    (e) Holding prehearing and other conferences as set forth in 
Sec. 201.221 and requiring the attendance at any such conference of at 
least one representative of each party who has authority to negotiate 
concerning the resolution of issues in controversy;
    (f) Recusing himself or herself upon motion made by a party or upon 
his or her own motion;
    (g) Ordering, in his or her discretion, in a proceeding involving 
more than one respondent, that the interested division indicate, on the 
record, at least one day prior to the presentation of any evidence, each 
respondent against whom that evidence will be offered;
    (h) Subject to any limitations set forth elsewhere in these Rules of 
Practice, considering and ruling upon all procedural and other motions, 
including a motion to correct a manifest error of fact in the initial 
decision. A motion to correct is properly filed under this Rule only if 
the basis for the motion is a patent misstatement of fact in the initial 
decision. Any motion to correct must be filed within ten days of the 
initial decision. A brief in opposition may be filed within five days of 
a motion to correct. The hearing officer shall have 20 days from the 
date of filing of any brief in opposition filed to rule on a motion to 
correct;
    (i) Preparing an initial decision as provided in Sec. 201.360;
    (j) Upon notice to all parties, reopening any hearing prior to the 
filing of an initial decision therein, or, if no initial decision is to 
be filed, prior to the time fixed for the filing of final briefs with 
the Commission; and
    (k) Informing the parties as to the availability of one or more 
alternative means of dispute resolution, and encouraging the use of such 
methods.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



Sec. 201.112  Hearing officer: Disqualification and withdrawal.

    (a) Notice of disqualification. At any time a hearing officer 
believes himself or herself to be disqualified from considering a 
matter, the hearing officer shall issue a notice stating that he or she 
is withdrawing from the matter and setting forth the reasons therefor.
    (b) Motion for withdrawal. Any party who has a reasonable, good 
faith basis to believe that a hearing officer has a personal bias, or is 
otherwise disqualified from hearing a case, may make a motion to the 
hearing officer that the hearing officer withdraw. The motion shall be 
accompanied by an affidavit setting forth in detail the facts alleged to 
constitute grounds for disqualification. If the hearing officer finds 
himself or herself not disqualified, he or she shall so rule and shall 
continue to preside over the proceeding.



Sec. 201.120  Ex parte communications.

    (a) Except to the extent required for the disposition of ex parte 
matters as authorized by law, the person presiding over an evidentiary 
hearing may not:
    (1) Consult a person or party on a fact in issue, unless on notice 
and opportunity for all parties to participate; or
    (2) Be responsible to or subject to the supervision or direction of 
an employee or agent engaged in the performance of investigative or 
prosecuting functions for the Commission.
    (b) The Commission's code of behavior regarding ex parte 
communications between persons outside the Commission and decisional 
employees, 17 CFR 200.110 through 200.114, governs other prohibited 
communications during a proceeding conducted under the Rules of 
Practice.



Sec. 201.121  Separation of functions.

    Any Commission officer, employee or agent engaged in the performance 
of investigative or prosecutorial functions for the Commission in a 
proceeding as defined in Sec. 201.101(a) may

[[Page 140]]

not, in that proceeding or one that is factually related, participate or 
advise in the decision, or in Commission review of the decision pursuant 
to Section 557 of the Administrative Procedure Act, 5 U.S.C. 557, except 
as a witness or counsel in the proceeding.



Sec. 201.140  Commission orders and decisions: Signature and availability.

    (a) Signature required. All orders and decisions of the Commission 
shall be signed by the Secretary or any other person duly authorized by 
the Commission.
    (b) Availability for inspection. Each order and decision shall be 
available for inspection by the public from the date of entry, unless 
the order or decision is nonpublic. A nonpublic order or decision shall 
be available for inspection by any person entitled to inspect it from 
the date of entry.
    (c) Date of entry of orders. The date of entry of a Commission order 
shall be the date the order is signed. Such date shall be reflected in 
the caption of the order, or if there is no caption, in the order 
itself.



Sec. 201.141  Orders and decisions: Service of orders instituting
proceedings and other orders and decisions.

    (a) Service of an order instituting proceedings--(1) By whom made. 
The Secretary, or another duly authorized officer of the Commission, 
shall serve a copy of an order instituting proceedings on each person 
named in the order as a party. The Secretary may direct an interested 
division to assist in making service.
    (2) How made--(i) To individuals. Notice of a proceeding shall be 
made to an individual by delivering a copy of the order instituting 
proceedings to the individual or to an agent authorized by appointment 
or by law to receive such notice. Delivery means--handing a copy of the 
order to the individual; or leaving a copy at the individual's office 
with a clerk or other person in charge thereof; or leaving a copy at the 
individual's dwelling house or usual place of abode with some person of 
suitable age and discretion then residing therein; or sending a copy of 
the order addressed to the individual by U.S. Postal Service certified, 
registered or Express Mail and obtaining a confirmation of receipt; or 
giving confirmed telegraphic notice.
    (ii) To corporations or entities. Notice of a proceeding shall be 
made to a person other than a natural person by delivering a copy of the 
order instituting proceedings to an officer, managing or general agent, 
or any other agent authorized by appointment or law to receive such 
notice, by any method specified in paragraph (a)(2)(i) of this section, 
or, in the case of an issuer of a class of securities registered with 
the Commission, by sending a copy of the order addressed to the most 
recent address shown on the entity's most recent filing with the 
Commission by U.S. Postal Service certified, registered, or Express Mail 
and obtaining a confirmation of attempted delivery.
    (iii) Upon persons registered with the Commission. In addition to 
any other method of service specified in paragraph (a)(2) of this 
section, notice may be made to a person currently registered with the 
Commission as a broker, dealer, municipal securities dealer, government 
securities broker, government securities dealer, investment adviser, 
investment company or transfer agent by sending a copy of the order 
addressed to the most recent business address shown on the person's 
registration form by U.S. Postal Service certified, registered or 
Express Mail and obtaining a confirmation of attempted delivery.
    (iv) Upon persons in a foreign country. Notice of a proceeding to a 
person in a foreign country may be made by any of the following methods:
    (A) Any method specified in paragraph (a)(2) of this section that is 
not prohibited by the law of the foreign country; or
    (B) By any internationally agreed means of service that is 
reasonably calculated to give notice, such as those authorized by the 
Hague Convention on the Service Abroad of Judicial and Extrajudicial 
Documents; or
    (C) Any method that is reasonably calculated to give notice:
    (1) As prescribed by the foreign country's law for service in that 
country in an action in its courts of general jurisdiction; or

[[Page 141]]

    (2) As the foreign authority directs in response to a letter 
rogatory or letter of request; or
    (3) Unless prohibited by the foreign country's law, by delivering a 
copy of the order instituting proceedings to the individual personally, 
or using any form of mail that the Secretary or the interested division 
addresses and sends to the individual and that requires a signed 
receipt; or
    (D) By any other means not prohibited by international agreement, as 
the Commission or hearing officer orders.
    (v) In stop order proceedings. Notwithstanding any other provision 
of paragraph (a)(2) of this section, in proceedings pursuant to Sections 
8 or 10 of the Securities Act of 1933, 15 U.S.C. 77h or 77j, or Sections 
305 or 307 of the Trust Indenture Act of 1939, 15 U.S.C. 77eee or 77ggg, 
notice of the institution of proceedings shall be made by personal 
service or confirmed telegraphic notice, or a waiver obtained pursuant 
to paragraph (a)(4) of this section.
    (vi) To persons registered with self-regulatory organizations. 
Notice of a proceeding shall be made to a person registered with a self-
regulatory organization by any method specified in paragraph (a)(2)(i) 
of this section, or by sending a copy of the order addressed to the most 
recent address for the person shown in the Central Registration 
Depository by U.S. Postal Service certified, registered, or Express Mail 
and obtaining a confirmation of attempted delivery.
    (3) Record of service. The Secretary shall maintain a record of 
service on parties (in hard copy or computerized format), identifying 
the party given notice, the method of service, the date of service, the 
address to which service was made, and the person who made service. If a 
division serves a copy of an order instituting proceedings, the division 
shall file with the Secretary either an acknowledgement of service by 
the person served or proof of service consisting of a statement by the 
person who made service certifying the date and manner of service; the 
names of the persons served; and their mail or electronic addresses, 
facsimile numbers, or the addresses of the places of delivery, as 
appropriate for the manner of service. If service is made in person, the 
certificate of service shall state, if available, the name of the 
individual to whom the order was given. If service is made by U.S. 
Postal Service certified or Express Mail, the Secretary shall maintain 
the confirmation of receipt or of attempted delivery, and tracking 
number. If service is made to an agent authorized by appointment to 
receive service, the certificate of service shall be accompanied by 
evidence of the appointment.
    (4) Waiver of service. In lieu of service as set forth in paragraph 
(a)(2) of this section, the party may be provided a copy of the order 
instituting proceedings by first class mail or other reliable means if a 
waiver of service is obtained from the party and placed in the record.
    (b) Service of orders or decisions other than an order instituting 
proceedings. Written orders or decisions issued by the Commission or by 
a hearing officer shall be served promptly on each party pursuant to any 
method of service authorized under paragraph (a) of this section or 
Sec. 201.150(c)(1)-(3). Such orders or decisions may also be served by 
facsimile transmission if the party to be served has agreed to accept 
such service in a writing, signed by the party, and has provided the 
Commission with information concerning the facsimile machine telephone 
number and hours of facsimile machine operation. Service of orders or 
decisions by the Commission, including those entered pursuant to 
delegated authority, shall be made by the Secretary or, as authorized by 
the Secretary, by a member of an interested division. Service of orders 
or decisions issued by a hearing officer shall be made by the Secretary 
or the hearing officer.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005; 81 FR 50233, July 29, 2016]



Sec. 201.150  Service of papers by parties.

    (a) When required. In every proceeding as defined in 
Sec. 201.101(a), each paper, including each notice of appearance, 
written motion, brief, or other written communication, shall be served 
upon each party in the proceeding in accordance with the provisions of 
this section; provided, however, that absent an order to the contrary, 
no service

[[Page 142]]

shall be required for motions which may be heard ex parte.
    (b) Upon a person represented by counsel. Whenever service is 
required to be made upon a person represented by counsel who has filed a 
notice of appearance pursuant to Sec. 201.102, service shall be made 
pursuant to paragraph (c) of this section upon counsel, unless service 
upon the person represented is ordered by the Commission or the hearing 
officer.
    (c) How made. Service shall be made by delivering a copy of the 
filing. Delivery means:
    (1) Personal service--handing a copy to the person required to be 
served; or leaving a copy at the person's office with a clerk or other 
person in charge thereof, or, if there is no one in charge, leaving it 
in a conspicuous place therein; or, if the office is closed or the 
person to be served has no office, leaving it at the person's dwelling 
house or usual place of abode with some person of suitable age and 
discretion then residing therein;
    (2) Mailing the papers through the U.S. Postal Service by first 
class, registered, or certified mail or Express Mail delivery addressed 
to the person;
    (3) Sending the papers through a commercial courier service or 
express delivery service; or
    (4) Transmitting the papers by facsimile transmission where the 
following conditions are met:
    (i) The persons so serving each other have provided the Commission 
and the parties with notice of the facsimile machine telephone number to 
be used and the hours of facsimile machine operation;
    (ii) The transmission is made at such a time that it is received 
during the Commission's business hours as defined in Sec. 201.104; and
    (iii) The sender of the transmission previously has not been served 
in accordance with Sec. 201.150 with a written notice from the recipient 
of the transmission declining service by facsimile transmission.
    (d) When service is complete. Personal service, service by U.S. 
Postal Service Express Mail or service by a commercial courier or 
express delivery service is complete upon delivery. Service by mail is 
complete upon mailing. Service by facsimile is complete upon 
confirmation of transmission by delivery of a manually signed receipt.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004]



Sec. 201.151  Filing of papers with the Commission: Procedure.

    (a) When to file. All papers required to be served by a party upon 
any person shall be filed contemporaneously with the Commission. Papers 
required to be filed with the Commission must be received within the 
time limit, if any, for such filing. Filing with the Commission may be 
made by facsimile transmission if the party also contemporaneously 
transmits to the Commission a non-facsimile original with a manual 
signature. However, any person filing with the Commission by facsimile 
transmission will be responsible for assuring that the Commission 
receives a complete and legible filing within the time limit set for 
such filing.
    (b) Where to file. Filing of papers with the Commission shall be 
made by filing them with the Secretary. When a proceeding is assigned to 
a hearing officer, a person making a filing with the Secretary shall 
promptly provide to the hearing officer a copy of any such filing, 
provided, however, that the hearing officer may direct or permit filings 
to be made with him or her, in which event the hearing officer shall 
note thereon the filing date and promptly provide the Secretary with 
either the original or a copy of any such filings.
    (c) To whom to direct the filing. Unless otherwise provided, where 
the Commission has assigned a case to a hearing officer, all motions, 
objections, applications or other filings made during a proceeding prior 
to the filing of an initial decision therein, or, if no initial decision 
is to be filed, prior to the time fixed for the filing of briefs with 
the Commission, shall be directed to and decided by the hearing officer.
    (d) Certificate of service. Papers filed with the Commission or a 
hearing officer shall be accompanied by a certificate stating the name 
of the person or persons served, the date of service, the method of 
service and the mailing address or facsimile telephone number to which 
service was made, if not made in person. If the method of service to any

[[Page 143]]

party is different from the method of service to any other party or the 
method for filing with the Commission, the certificate shall state why a 
different means of service was used.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004]



Sec. 201.152  Filing of papers: Form.

    (a) Specifications. Papers filed in connection with any proceeding 
as defined in Sec. 201.101(a) shall:
    (1) Be on one grade of unglazed white paper measuring 8\1/2\  11 
inches, except that, to the extent that the reduction of larger 
documents would render them illegible, such documents may be filed on 
larger paper;
    (2) Be typewritten or printed in 12-point or larger typeface or 
otherwise reproduced by a process that produces permanent and plainly 
legible copies;
    (3) Include at the head of the paper, or on a title page, the name 
of the Commission, the title of the proceeding, the names of the 
parties, the subject of the particular paper or pleading, and the file 
number assigned to the proceeding;
    (4) Be paginated with left hand margins at least 1 inch wide, and 
other margins of at least 1 inch;
    (5) Be double-spaced, with single-spaced footnotes and single-spaced 
indented quotations; and
    (6) Be stapled, clipped or otherwise fastened in the upper left 
corner.
    (b) Signature required. All papers must be dated and signed as 
provided in Sec. 201.153.
    (c) Suitability for recordkeeping. Documents which, in the opinion 
of the Commission, are not suitable for computer scanning or 
microfilming may be rejected.
    (d) Number of copies. An original and three copies of all papers 
shall be filed, unless filing is made by facsimile in accordance with 
Sec. 201.151. If filing is made by facsimile, the filer shall also 
transmit to the Office of the Secretary one non-facsimile original with 
a manual signature, contemporaneously with the facsimile transmission. 
The non-facsimile original must be accompanied by a statement of the 
date on which, and the facsimile number to which, the party made 
transmission of the facsimile filing.
    (e) Form of briefs. All briefs containing more than 10 pages shall 
include a table of contents, an alphabetized table of cases, a table of 
statutes, and a table of other authorities cited, with references to the 
pages of the brief wherein they are cited.
    (f) Scandalous or impertinent matter. Any scandalous or impertinent 
matter contained in any brief or pleading or in connection with any oral 
presentation in a proceeding may be stricken on order of the Commission 
or the hearing officer.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13176, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005]



Sec. 201.153  Filing of papers: Signature requirement and effect.

    (a) General requirements. Following the issuance of an order 
instituting proceedings, every filing of a party represented by counsel 
shall be signed by at least one counsel of record in his or her name and 
shall state that counsel's business address and telephone number. A 
party who acts as his or her own counsel shall sign his or her 
individual name and state his or her address and telephone number on 
every filing.
    (b) Effect of signature. (1) The signature of a counsel or party 
shall constitute a certification that:
    (i) the person signing the filing has read the filing;
    (ii) to the best of his or her knowledge, information, and belief, 
formed after reasonable inquiry, the filing is well grounded in fact and 
is warranted by existing law or a good faith argument for the extension, 
modification, or reversal of existing law; and
    (iii) the filing is not made for any improper purpose, such as to 
harass or to cause unnecessary delay or needless increase in the cost of 
adjudication.
    (2) If a filing is not signed, the hearing officer or the Commission 
shall strike the filing, unless it is signed promptly after the omission 
is called to the attention of the person making the filing.



Sec. 201.154  Motions.

    The requirements in this section apply to motions and related 
filings except where another rule expressly governs.

[[Page 144]]

    (a) Generally. Unless made during a hearing or conference, a motion 
shall be in writing, shall state with particularity the grounds 
therefor, shall set forth the relief or order sought, and shall be 
accompanied by a written brief of the points and authorities relied 
upon. All written motions shall be served in accordance with 
Sec. 201.150, be filed in accordance with Sec. 201.151, meet the 
requirements of Sec. 201.152, and be signed in accordance with 
Sec. 201.153. The Commission or the hearing officer may order that an 
oral motion be submitted in writing. Unless otherwise ordered by the 
Commission or the hearing officer, if a motion is properly made to the 
Commission concerning a proceeding to which a hearing officer is 
assigned, the proceeding before the hearing officer shall continue 
pending the determination of the motion by the Commission. No oral 
argument shall be heard on any motion unless the Commission or the 
hearing officer otherwise directs.
    (b) Opposing and reply briefs. Briefs in opposition to a motion 
shall be filed within five days after service of the motion. Reply 
briefs shall be filed within three days after service of the opposition.
    (c) Length limitation. No motion (together with the brief in support 
of the motion), brief in opposition to the motion, or reply brief shall 
exceed 7,000 words, exclusive of any table of contents or table of 
authorities. The word limit shall not apply to any addendum that 
consists solely of copies of applicable cases, pertinent legislative 
provisions or rules, or relevant exhibits. Requests for leave to file 
motions and briefs in excess of 7,000 words are disfavored. A motion or 
brief, together with any accompanying brief, that does not exceed 15 
pages in length, exclusive of pages containing the table of contents, 
table of authorities, and any addendum that consists solely of copies of 
applicable cases, pertinent legislative provisions, or rules and 
exhibits, but inclusive of pleadings incorporated by reference, is 
presumptively considered to contain no more than 7,000 words. Any motion 
or brief that exceeds these page limits must include a certificate by 
the attorney, or an unrepresented party, stating that the document 
complies with the length limitation set forth in this paragraph and 
stating the number of words in the document. The person preparing the 
certificate may rely on the word count of a word-processing program to 
prepare the document.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004; 
70 FR 72569, Dec. 5, 2005; 81 FR 50234, July 29, 2016]



Sec. 201.155  Default; motion to set aside default.

    (a) A party to a proceeding may be deemed to be in default and the 
Commission or the hearing officer may determine the proceeding against 
that party upon consideration of the record, including the order 
instituting proceedings, the allegations of which may be deemed to be 
true, if that party fails:
    (1) To appear, in person or through a representative, at a hearing 
or conference of which that party has been notified;
    (2) To answer, to respond to a dispositive motion within the time 
provided, or otherwise to defend the proceeding; or
    (3) To cure a deficient filing within the time specified by the 
commission or the hearing officer pursuant to Sec. 201.180(b).
    (b) A motion to set aside a default shall be made within a 
reasonable time, state the reasons for the failure to appear or defend, 
and specify the nature of the proposed defense in the proceeding. In 
order to prevent injustice and on such conditions as may be appropriate, 
the hearing officer, at any time prior to the filing of the initial 
decision, or the Commission, at any time, may for good cause shown set 
aside a default.



Sec. 201.160  Time computation.

    (a) Computation. In computing any period of time prescribed in or 
allowed by these Rules of Practice or by order of the Commission, the 
day of the act, event, or default from which the designated period of 
time begins to run shall not be included. The last day of the period so 
computed shall be included unless it is a Saturday, Sunday, or Federal 
legal holiday (as defined in Sec. 201.104), in which event the period

[[Page 145]]

runs until the end of the next day that is not a Saturday, Sunday, or 
Federal legal holiday. Intermediate Saturdays, Sundays, and Federal 
legal holidays shall be excluded from the computation when the period of 
time prescribed or allowed is seven days or less, not including any 
additional time allowed for service by mail in paragraph (b) of this 
section. If on the day a filing is to be made, weather or other 
conditions have caused the Secretary's office or other designated filing 
location to close, the filing deadline shall be extended to the end of 
the next day that is neither a Saturday, a Sunday, nor a Federal legal 
holiday.
    (b) Additional time for service by mail. If service is made by mail, 
three days shall be added to the prescribed period for response unless 
an order of the Commission or the hearing officer specifies a date 
certain for filing. In the event that an order of the Commission or the 
hearing officer specifies a date certain for filing, no time shall be 
added for service by mail.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec. 201.161  Extensions of time, postponements and adjournments.

    (a) Availability. Except as otherwise provided by law, the 
Commission, at any time, or the hearing officer, at any time prior to 
the filing of his or her initial decision or, if no initial decision is 
to be filed, at any time prior to the closing of the record, may, for 
good cause shown, extend or shorten any time limits prescribed by these 
Rules of Practice for the filing of any papers and may, consistent with 
paragraphs (b) and (c) of this section, postpone or adjourn any hearing.
    (b) Considerations in determining whether to extend time limits or 
grant postponements, adjournments and extensions. (1) In considering all 
motions or requests pursuant to paragraph (a) or (b) of this section, 
the Commission or the hearing officer should adhere to a policy of 
strongly disfavoring such requests, except in circumstances where the 
requesting party makes a strong showing that the denial of the request 
or motion would substantially prejudice their case. In determining 
whether to grant any requests, the Commission or hearing officer shall 
consider, in addition to any other relevant factors:
    (i) The length of the proceeding to date;
    (ii) The number of postponements, adjournments or extensions already 
granted;
    (iii) The stage of the proceedings at the time of the request;
    (iv) The impact of the request on the hearing officer's ability to 
complete the proceeding in the time specified by the Commission; and
    (v) Any other such matters as justice may require.
    (2) To the extent that the Commission has chosen a timeline under 
which the hearing would occur beyond the statutory 60-day deadline, this 
policy of strongly disfavoring requests for postponement will not apply 
to a request by a respondent to postpone commencement of a cease and 
desist proceeding hearing beyond the statutory 60-day period.
    (c)(1) Time limit. Postponements, adjournments or extensions of time 
for filing papers shall not exceed 21 days unless the Commission or the 
hearing officer states on the record or sets forth in a written order 
the reasons why a longer period of time is necessary.
    (2) Stay pending Commission consideration of offers of settlement. 
(i) If the Commission staff and one or more respondents in the 
proceeding file a joint motion notifying the hearing officer that they 
have agreed in principle to a settlement on all major terms, then the 
hearing officer shall stay the proceeding as to the settling 
respondent(s), or in the discretion of the hearing officer as to all 
respondents, pending completion of Commission consideration of the 
settlement offer. Any such stay will be contingent upon:
    (A) The settling respondent(s) submitting to the Commission staff, 
within fifteen business days of the stay, a signed offer of settlement 
in conformance with Sec. 201.240; and
    (B) Within twenty business days of receipt of the signed offer, the 
staff submitting the settlement offer and accompanying recommendation to 
the Commission for consideration.
    (ii) If the parties fail to meet either of these deadlines or if the 
Commission

[[Page 146]]

rejects the offer of settlement, the hearing officer must be promptly 
notified and, upon notification of the hearing officer, the stay shall 
lapse and the proceeding will continue. In the circumstance where:
    (A) A hearing officer has granted a stay because the parties have 
``agreed in principle to a settlement;''
    (B) The agreement in principle does not materialize into a signed 
settlement offer within 15 business days of the stay; and
    (C) The stay lapses, the hearing officer will not be required to 
grant another stay related to the settlement process until both parties 
have notified the hearing officer in writing that a signed settlement 
offer has been prepared, received by the Commission's staff, and will be 
submitted to the Commission.
    (iii) The granting of any stay pursuant to this paragraph (c) shall 
stay the timeline pursuant to Sec. 201.360(a).

[60 FR 32796, June 23, 1995, as amended at 68 FR 35788, June 17, 2003; 
81 FR 50234, July 29, 2016]



Sec. 201.180  Sanctions.

    (a) Contemptuous conduct--(1) Subject to exclusion or suspension. 
Contemptuous conduct by any person before the Commission or a hearing 
officer during any proceeding, including at or in connection with any 
conference, deposition or hearing, shall be grounds for the Commission 
or the hearing officer to:
    (i) Exclude that person from such deposition, hearing or conference, 
or any portion thereof; and/or
    (ii) Summarily suspend that person from representing others in the 
proceeding in which such conduct occurred for the duration, or any 
portion, of the proceeding.
    (2) Review procedure. A person excluded from a deposition, hearing 
or conference, or a counsel summarily suspended from practice for the 
duration or any portion of a proceeding, may seek review of the 
exclusion or suspension by filing with the Commission, within three days 
of the exclusion or suspension order, a motion to vacate the order. The 
Commission shall consider such motion on an expedited basis as provided 
in Sec. 201.500.
    (3) Adjournment. Upon motion by a party represented by counsel 
subject to an order of exclusion or suspension, an adjournment shall be 
granted to allow the retention of new counsel. In determining the length 
of an adjournment, the Commission or hearing officer shall consider, in 
addition to the factors set forth in Sec. 201.161, the availability of 
co-counsel for the party or of other members of a suspended counsel's 
firm.
    (b) Deficient filings; leave to cure deficiencies. The Commission or 
the hearing officer may reject, in whole or in part, any filing that 
fails to comply with any requirements of these Rules of Practice or of 
any order issued in the proceeding in which the filing was made. Any 
such filings shall not be part of the record. The Commission or the 
hearing officer may direct a party to cure any deficiencies and to 
resubmit the filing within a fixed time period.
    (c) Failure to make required filing or to cure deficient filing. The 
Commission or the hearing officer may enter a default pursuant to 
Sec. 201.155, dismiss one or more claims, decide the particular claim(s) 
at issue against that person, or prohibit the introduction of evidence 
or exclude testimony concerning that claim if a person fails:
    (1) To make a filing required under these Rules of Practice; or
    (2) To cure a deficient filing within the time specified by the 
Commission or the hearing officer pursuant to paragraph (b) of this 
section.

[60 FR 32796, June 23, 1995, as amended at 81 FR 50234, July 29, 2016]



Sec. 201.190  Confidential treatment of information in certain filings.

    (a) Application. An application for confidential treatment pursuant 
to the provisions of Clause 30 of Schedule A of the Securities Act of 
1933, 15 U.S.C. 77aa(30), and Rule 406 thereunder, 17 CFR 230.406; 
Section 24(b)(2) of the Securities Exchange Act of 1934, 15 U.S.C. 
78x(b)(2), and Rule 24b-2 thereunder, 17 CFR 240.24b-2; Section 45(a) of 
the Investment Company Act of 1940, 15 U.S.C. 80a-44(a), and Rule 45a-1 
thereunder, 17 CFR 270.45a-1; or Section 210(a) of the Investment 
Advisers Act of 1940, 15 U.S.C. 80b-10(a), shall be filed with the 
Secretary. The application

[[Page 147]]

shall be accompanied by a sealed copy of the materials as to which 
confidential treatment is sought.
    (b) Procedure for supplying additional information. The applicant 
may be required to furnish in writing additional information with 
respect to the grounds for objection to public disclosure. Failure to 
supply the information so requested within 14 days from the date of 
receipt by the applicant of a notice of the information required shall 
be deemed a waiver of the objection to public disclosure of that portion 
of the information to which the additional information relates, unless 
the Commission or the hearing officer shall otherwise order for good 
cause shown at or before the expiration of such 14-day period.
    (c) Confidentiality of materials pending final decision. Pending the 
determination of the application for confidential treatment, 
transcripts, non-final orders including an initial decision, if any, and 
other materials in connection with the application shall be placed under 
seal; shall be for the confidential use only of the hearing officer, the 
Commission, the applicant, and any other parties and counsel; and shall 
be made available to the public only in accordance with orders of the 
Commission.
    (d) Public availability of orders. Any final order of the Commission 
denying or sustaining an application for confidential treatment shall be 
made public. Any prior findings or opinions relating to an application 
for confidential treatment under this section shall be made public at 
such time as the material as to which confidentiality was requested is 
made public.

[60 FR 32796, June 23, 1995, as amended at 76 FR 71875, Nov. 21, 2011]



Sec. 201.191  Adjudications not required to be determined on the record
after notice and opportunity for hearing.

    (a) Scope of the rule. This rule applies to every case of 
adjudication, as defined in 5 U.S.C. 551, pursuant to any statute which 
the Commission administers, where adjudication is not required to be 
determined on the record after notice and opportunity for hearing and 
which the Commission has not chosen to determine on the record after 
notice and opportunity for hearing.
    (b) Procedure. In every case of adjudication under paragraph (a) of 
this section, the Commission shall give prompt notice of any adverse 
action or final disposition to any person who has requested the 
Commission to make (or not to make) any such adjudication, and furnish 
to any such person a written statement of reasons therefor. Additional 
procedures may be specified in rules relating to specific types of such 
adjudications. Where any such rule provides for the publication of a 
Commission order, notice of the action or disposition shall be deemed to 
be given by such publication.
    (c) Contents of the record. If the Commission provides notice and 
opportunity for the submission of written comments by parties to the 
adjudication or, as the case may be, by other interested persons, 
written comments received on or before the closing date for comments, 
unless accorded confidential treatment pursuant to statute or rule of 
the Commission, become a part of the record of the adjudication. The 
Commission, in its discretion, may accept and include in the record 
written comments filed with the Commission after the closing date.



Sec. 201.192  Rulemaking: Issuance, amendment and repeal of rules of
general application.

    (a) By petition. Any person desiring the issuance, amendment or 
repeal of a rule of general application may file a petition therefor 
with the Secretary. Such petition shall include a statement setting 
forth the text or the substance of any proposed rule or amendment 
desired or specifying the rule the repeal of which is desired, and 
stating the nature of his or her interest and his or her reasons for 
seeking the issuance, amendment or repeal of the rule. The Secretary 
shall acknowledge, in writing, receipt of the petition and refer it to 
the appropriate division or office for consideration and recommendation. 
Such recommendations shall be transmitted with the petition to the 
Commission for such action as the Commission deems appropriate. The 
Secretary shall notify the petitioner of the action taken by the 
Commission.

[[Page 148]]

    (b) Notice of proposed issuance, amendment or repeal of rules. 
Except where the Commission finds that notice and public procedure are 
impracticable, unnecessary, or contrary to the public interest, whenever 
the Commission proposes to issue, amend, or repeal any rule or 
regulation of general application other than an interpretive rule; 
general statement of policy; or rule of agency organization, procedure, 
or practice; or any matter relating to agency management or personnel or 
to public property, loans, grants, benefits, or contracts, there shall 
first be published in the Federal Register a notice of the proposed 
action. Such notice shall include:
    (1) A statement of the time, place, and nature of the rulemaking 
proceeding, with particular reference to the manner in which interested 
persons shall be afforded the opportunity to participate in such 
proceeding;
    (2) Reference to the authority under which the rule is proposed; and
    (3) The terms or substance of the proposed rule or a description of 
the subjects and issues involved.



Sec. 201.193  Applications by barred individuals for consent to associate.

                            Preliminary note

    This rule governs applications to the Commission by certain persons, 
barred by Commission order from association with brokers, dealers, 
municipal securities dealers, government securities brokers, government 
securities dealers, investment advisers, investment companies or 
transfer agents, for consent to become so associated. Applications made 
pursuant to this section must show that the proposed association would 
be consistent with the public interest. In addition to the information 
specifically required by the rule, applications should be supplemented, 
where appropriate, by written statements of individuals (other than the 
applicant) who are competent to attest to the applicant's character, 
employment performance, and other relevant information. Intentional 
misstatements or omissions of fact may constitute criminal violations of 
18 U.S.C. 1001 et seq. and other provisions of law.
    The nature of the supervision that an applicant will receive or 
exercise as an associated person with a registered entity is an 
important matter bearing upon the public interest. In meeting the burden 
of showing that the proposed association is consistent with the public 
interest, the application and supporting documentation must demonstrate 
that the proposed supervision, procedures, or terms and conditions of 
employment are reasonably designed to prevent a recurrence of the 
conduct that led to imposition of the bar. As an associated person, the 
applicant will be limited to association in a specified capacity with a 
particular registered entity and may also be subject to specific terms 
and conditions.
    Normally, the applicant's burden of demonstrating that the proposed 
association is consistent with the public interest will be difficult to 
meet where the applicant is to be supervised by, or is to supervise, 
another barred individual. In addition, where an applicant wishes to 
become the sole proprietor of a registered entity and thus is seeking 
Commission consent notwithstanding an absence of supervision, the 
applicant's burden will be difficult to meet.
    In addition to the factors set forth in paragraph (d) of this 
section, the Commission will consider the nature of the findings that 
resulted in the bar when making its determination as to whether the 
proposed association is consistent with the public interest. In this 
regard, attention is directed to Rule 5(e) of the Commission's Rules on 
Informal and Other Procedures, 17 CFR 202.5(e). Among other things, Rule 
5(e) sets forth the Commission's policy ``not to permit a * * * 
respondent [in an administrative proceeding] to consent to * * * [an] 
order that imposes a sanction while denying the allegations in the * * * 
order for proceedings.'' Consistent with the rationale underlying that 
policy, and in order to avoid the appearance that an application made 
pursuant to this section was granted on the basis of such denial, the 
Commission will not consider any application that attempts to reargue or 
collaterally attack the findings that resulted in the Commission's bar 
order.

    (a) Scope of rule. Applications for Commission consent to associate, 
or to change the terms and conditions of association, with a registered 
broker, dealer, municipal securities dealer, government securities 
broker, government securities dealer, investment adviser, investment 
company or transfer agent may be made pursuant to this section where a 
Commission order bars the individual from association with a registered 
entity and:
    (1) Such barred individual seeks to become associated with an entity 
that is not a member of a self-regulatory organization; or
    (2) The order contains a proviso that application may be made to the 
Commission after a specified period of time.
    (b) Form of application. Each application shall be supported by an 
affidavit,

[[Page 149]]

manually signed by the applicant, that addresses the factors set forth 
in paragraph (d) of this section. One original and three copies of the 
application shall be filed pursuant to Secs. 201.151, 201.152 and 
201.153. Each application shall include as exhibits:
    (1) A copy of the Commission order imposing the bar;
    (2) An undertaking by the applicant to notify immediately the 
Commission in writing if any information submitted in support of the 
application becomes materially false or misleading while the application 
is pending;
    (3) The following forms, as appropriate:
    (i) A copy of a completed Form U-4, where the applicant's proposed 
association is with a broker-dealer or municipal securities dealer;
    (ii) A copy of a completed Form MSD-4, where the applicant's 
proposed association is with a bank municipal securities dealer;
    (iii) The information required by Form ADV, 17 CFR 279.1, with 
respect to the applicant, where the applicant's proposed association is 
with an investment adviser;
    (iv) The information required by Form TA-1, 17 CFR 249b.100, with 
respect to the applicant, where the applicant's proposed association is 
with a transfer agent; and
    (4) A written statement by the proposed employer that describes:
    (i) The terms and conditions of employment and supervision to be 
exercised over such applicant and, where applicable, by such applicant;
    (ii) The qualifications, experience, and disciplinary records of the 
proposed supervisor(s) of the applicant;
    (iii) The compliance and disciplinary history, during the two years 
preceding the filing of the application, of the office in which the 
applicant will be employed; and
    (iv) The names of any other associated persons in the same office 
who have previously been barred by the Commission, and whether they are 
to be supervised by the applicant.
    (c) Required showing. The applicant shall make a showing 
satisfactory to the Commission that the proposed association would be 
consistent with the public interest.
    (d) Factors to be addressed. The affidavit required by paragraph (b) 
of this section shall address each of the following:
    (1) The time period since the imposition of the bar;
    (2) Any restitution or similar action taken by the applicant to 
recompense any person injured by the misconduct that resulted in the 
bar;
    (3) The applicant's compliance with the order imposing the bar;
    (4) The applicant's employment during the period subsequent to 
imposition of the bar;
    (5) The capacity or position in which the applicant proposes to be 
associated;
    (6) The manner and extent of supervision to be exercised over such 
applicant and, where applicable, by such applicant;
    (7) Any relevant courses, seminars, examinations or other actions 
completed by the applicant subsequent to imposition of the bar to 
prepare for his or her return to the securities business; and
    (8) Any other information material to the application.
    (e) Notification to applicant and written statement. In the event an 
adverse recommendation is proposed by the staff with respect to an 
application made pursuant to this section, the applicant shall be so 
advised and provided with a written statement of the reasons for such 
recommendation. The applicant shall then have 30 days to submit a 
written statement in response.
    (f) Concurrent applications. The Commission will not consider any 
application submitted pursuant to this section if any other application 
for consent to associate concerning the same applicant is pending before 
any self-regulatory organization.

             Initiation of Proceedings and Prehearing Rules



Sec. 201.200  Initiation of proceedings.

    (a) Order instituting proceedings: Notice and opportunity for 
hearing--(1) Generally. Whenever an order instituting proceedings is 
issued by the Commission, appropriate notice thereof shall be given to 
each party to the proceeding by the Secretary or another

[[Page 150]]

duly designated officer of the Commission. Each party shall be given 
notice of any hearing within a time reasonable in light of the 
circumstances, in advance of the hearing; provided, however, no prior 
notice need be given to a respondent if the Commission has authorized 
the Division of Enforcement to seek a temporary sanction ex parte.
    (2) Stop order proceedings: Additional persons entitled to notice. 
Any notice of a proceeding relating to the issuance of a stop order 
suspending the effectiveness of a registration statement pursuant to 
Section 8(d) of the Securities Act of 1933, 15 U.S.C. 77h(d), shall be 
sent to or served on the issuer; or, in the case of a foreign government 
or political subdivision thereof, sent to or served on the underwriter; 
or, in the case of a foreign or territorial person, sent to or served on 
its duly authorized representative in the United States named in the 
registration statement, properly directed in the case of telegraphic 
notice to the address given in such statement. In addition, if such 
proceeding is commenced within 90 days after the registration statement 
has become effective, notice of the proceeding shall be given to the 
agent for service named on the facing sheet of the registration 
statement and to each other person designated on the facing sheet of the 
registration statement as a person to whom copies of communications to 
such agent are to be sent.
    (b) Content of order. The order instituting proceedings shall:
    (1) State the nature of any hearing;
    (2) State the legal authority and jurisdiction under which the 
hearing is to be held;
    (3) Contain a short and plain statement of the matters of fact and 
law to be considered and determined, unless the order directs an answer 
pursuant to Sec. 201.220 in which case the order shall set forth the 
factual and legal basis alleged therefor in such detail as will permit a 
specific response thereto; and
    (4) State the nature of any relief or action sought or taken.
    (c) Time and place of hearing. The time and place for any hearing 
shall be fixed with due regard for the public interest and the 
convenience and necessity of the parties, other participants, or their 
representatives.
    (d) Amendment to order instituting proceedings--(1) By the 
Commission. Upon motion by a party, the Commission may, at any time, 
amend an order instituting proceedings to include new matters of fact or 
law.
    (2) By the hearing officer. Upon motion by a party, the hearing 
officer may, at any time prior to the filing of an initial decision or, 
if no initial decision is to be filed, prior to the time fixed for the 
filing of final briefs with the Commission, amend an order instituting 
proceedings to include new matters of fact or law that are within the 
scope of the original order instituting proceedings.
    (e) Publication of notice of public hearings. Unless otherwise 
ordered by the Commission, notice of any public hearing shall be given 
general circulation by release to the public, by publication in the SEC 
News Digest and, where directed, by publication in the Federal Register.



Sec. 201.201  Consolidation and severance of proceedings.

    (a) Consolidation. By order of the Commission or a hearing officer, 
proceedings involving a common question of law or fact may be 
consolidated for hearing of any or all the matters at issue in such 
proceedings. The Commission or the hearing officer may make such orders 
concerning the conduct of such proceedings as it deems appropriate to 
avoid unnecessary cost or delay. Consolidation shall not prejudice any 
rights under these Rules of Practice and shall not affect the right of 
any party to raise issues that could have been raised if consolidation 
had not occurred. For purposes of this section, no distinction is made 
between joinder and consolidation of proceedings.
    (b) Severance. By order of the Commission, any proceeding may be 
severed with respect to one or more parties. Any motion to sever must be 
made solely to the Commission and must include a representation that a 
settlement offer is pending before the Commission or otherwise show good 
cause.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]

[[Page 151]]



Sec. 201.202  Specification of procedures by parties in certain
proceedings.

    (a) Motion to specify procedures. In any proceeding other than an 
enforcement or disciplinary proceeding, a proceeding to review a 
determination by a self-regulatory organization pursuant to 
Secs. 201.420 and 201.421, or a proceeding to review a determination of 
the Board pursuant to Secs. 201.440 and 201.441, a party may, at any 
time up to 20 days prior to the start of a hearing, make a motion to 
specify the procedures necessary or appropriate for the proceeding with 
particular reference to:
    (1) Whether there should be an initial decision by a hearing 
officer;
    (2) Whether any interested division of the Commission may assist in 
the preparation of the Commission's decision; and
    (3) Whether there should be a 30-day waiting period between the 
issuance of the Commission's order and the date it is to become 
effective.
    (b) Objections; effect of failure to object. Any other party may 
object to the procedures so specified, and such party may specify such 
additional procedures as it considers necessary or appropriate. In the 
absence of such objection or such specification of additional 
procedures, such other party may be deemed to have waived objection to 
the specified procedures.
    (c) Approval required. Any proposal pursuant to paragraph (a) of 
this section, even if not objected to by any party, shall be subject to 
the written approval of the hearing officer.
    (d) Procedure upon agreement to waive an initial decision. If an 
initial decision is waived pursuant to paragraph (a) of this section, 
the hearing officer shall notify the Secretary and, unless the 
Commission directs otherwise within 14 days, no initial decision shall 
be issued.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec. 201.210  Parties, limited participants and amici curiae.

    (a) Parties in an enforcement or disciplinary proceeding, a 
proceeding to review a self-regulatory organization determination, or a 
proceeding to review a Board determination--(1) Generally. No person 
shall be granted leave to become a party or a non-party participant on a 
limited basis in an enforcement or disciplinary proceeding, a proceeding 
to review a determination by a self-regulatory organization pursuant to 
Secs. 201.420 and 201.421, or a proceeding to review a determination by 
the Board pursuant to Secs. 201.440 and 201.441, except as authorized by 
paragraph (c) of this section.
    (2) Disgorgement proceedings. In an enforcement proceeding, a person 
may state his or her views with respect to a proposed plan of 
disgorgement or file a proof of claim pursuant to Sec. 201.1103.
    (b) Intervention as a party--(1) Generally. In any proceeding, other 
than an enforcement proceeding, a disciplinary proceeding, a proceeding 
to review a self-regulatory determination, or a proceeding to review a 
Board determination, any person may seek leave to intervene as a party 
by filing a motion setting forth the person's interest in the 
proceeding. No person, however, shall be admitted as a party to a 
proceeding by intervention unless it is determined that leave to 
participate pursuant to paragraph (c) of this section would be 
inadequate for the protection of the person's interests. In a proceeding 
under the Investment Company Act of 1940, any representative of 
interested security holders, or any other person whose participation in 
the proceeding may be in the public interest or for the protection of 
investors, may be admitted as a party upon the filing of a written 
motion setting forth the person's interest in the proceeding.
    (2) Intervention as of right. In proceedings under the Investment 
Company Act of 1940, any interested State or State agency shall be 
admitted as a party to any proceeding upon the filing of a written 
motion requesting leave to be admitted.
    (c) Leave to participate on a limited basis. In any proceeding, 
other than an enforcement proceeding, a disciplinary proceeding, a 
proceeding to review a self-regulatory determination, or a proceeding to 
review a Board determination, any person may seek leave to participate 
on a limited basis as a non-party participant as to any matter affecting 
the person's interests:
    (1) Procedure. Motions for leave to participate shall be in writing, 
shall

[[Page 152]]

set forth the nature and extent of the movant's interest in the 
proceeding, and, except where good cause for late filing is shown, shall 
be filed not later than 20 days prior to the date fixed for the 
commencement of the hearing. Leave to participate pursuant to this 
paragraph (c) may include such rights of a party as the hearing officer 
may deem appropriate. Persons granted leave to participate shall be 
served in accordance with Sec. 201.150; provided, however, that a party 
to the proceeding may move that the extent of notice of filings or other 
papers to be provided to persons granted leave to participate be 
limited, or may move that the persons granted leave to participate bear 
the cost of being provided copies of any or all filings or other papers. 
Persons granted leave to participate shall be bound, except as may be 
otherwise determined by the hearing officer, by any stipulation between 
the parties to the proceeding with respect to procedure, including 
submission of evidence, substitution of exhibits, corrections of the 
record, the time within which briefs or exceptions may be filed or 
proposed findings and conclusions may be submitted, the filing of 
initial decisions, the procedure to be followed in the preparation of 
decisions and the effective date of the Commission's order in the case. 
Where the filing of briefs or exceptions or the submission of proposed 
findings and conclusions are waived by the parties to the proceedings, a 
person granted leave to participate pursuant to this paragraph (c) shall 
not be permitted to file a brief or exceptions or submit proposed 
findings and conclusions except by leave of the Commission or of the 
hearing officer.
    (2) Certain persons entitled to leave to participate. The hearing 
officer is directed to grant leave to participate under this paragraph 
(c) to any person to whom it is proposed to issue any security in 
exchange for one or more bona fide outstanding securities, claims or 
property interests, or partly in such exchange and partly for cash, 
where the Commission is authorized to approve the terms and conditions 
of such issuance and exchange after a hearing upon the fairness of such 
terms and conditions.
    (3) Leave to participate in certain Commission proceedings by a 
representative of the United States Department of Justice, a United 
States Attorney's Office, or a criminal prosecutorial authority of any 
State or any other political subdivision of a State. The Commission or 
the hearing officer may grant leave to participate on a limited basis to 
an authorized representative of the United States Department of Justice, 
an authorized representative of a United States Attorney, or an 
authorized representative of any criminal prosecutorial authority of any 
State or any other political subdivision of a State for the purpose of 
requesting a stay during the pendency of a criminal investigation or 
prosecution arising out of the same or similar facts that are at issue 
in the pending Commission enforcement or disciplinary proceeding. Upon a 
showing that such a stay is in the public interest or for the protection 
of investors, the motion for stay shall be favored. A stay granted under 
this paragraph (c)(3) may be granted for such a period and upon such 
conditions as the Commission or the hearing officer deems appropriate.
    (d) Amicus participation--(1) Availability. An amicus brief may be 
filed only if:
    (i) A motion for leave to file the brief has been granted;
    (ii) The brief is accompanied by written consent of all parties;
    (iii) The brief is filed at the request of the Commission or the 
hearing officer; or
    (iv) The brief is presented by the United States or an officer or 
agency thereof, or by a State, Territory or Commonwealth.
    (2) Procedure. An amicus brief may be filed conditionally with the 
motion for leave. The motion for leave shall identify the interest of 
the movant and shall state the reasons why a brief of an amicus curiae 
is desirable. Except as all parties otherwise consent, any amicus curiae 
shall file its brief within the time allowed the party whose position 
the amicus will support, unless the Commission or hearing officer, for 
cause shown, grants leave for a later filing. In the event that a later 
filing is allowed, the order granting leave to file shall specify when 
an opposing

[[Page 153]]

party may reply to the brief. A motion of an amicus curiae to 
participate in oral argument will be granted only for extraordinary 
reasons.
    (e) Permission to state views. Any person may make a motion seeking 
leave to file a memorandum or make an oral statement of his or her 
views. Any such communication may be included in the record; provided, 
however, that unless offered and admitted as evidence of the truth of 
the statements therein made, any assertions of fact submitted pursuant 
to the provisions of this paragraph (e) will be considered only to the 
extent that the statements therein made are otherwise supported by the 
record.
    (f) Modification of participation provisions. The Commission or the 
hearing officer may, by order, modify the provisions of this section 
which would otherwise be applicable, and may impose such terms and 
conditions on the participation of any person in any proceeding as it 
may deem necessary or appropriate in the public interest.

[60 FR 32796, June 23, 1995, as amended at 63 FR 63405, Nov. 13, 1998; 
69 FR 13177, Mar. 19, 2004; 70 FR 72570, Dec. 5, 2005; 76 FR 71875, Nov. 
21, 2011]



Sec. 201.220  Answer to allegations.

    (a) When required. In its order instituting proceedings, the 
Commission may require any respondent to file an answer to each of the 
allegations contained therein. Even if not so ordered, any respondent in 
any proceeding may elect to file an answer. Any other person granted 
leave by the Commission or the hearing officer to participate on a 
limited basis in such proceedings pursuant to Sec. 201.210(c) may be 
required to file an answer.
    (b) When to file. Except where a different period is provided by 
rule or by order, a respondent required to file an answer as provided in 
paragraph (a) of this section shall do so within 20 days after service 
upon the respondent of the order instituting proceedings. Persons 
granted leave to participate on a limited basis in the proceeding 
pursuant to Sec. 201.210(c) may file an answer within a reasonable time, 
as determined by the Commission or the hearing officer. If the order 
instituting proceedings is amended, the Commission or the hearing 
officer may require that an amended answer be filed and, if such an 
answer is required, shall specify a date for the filing thereof.
    (c) Contents; effect of failure to deny. Unless otherwise directed 
by the hearing officer or the Commission, an answer shall specifically 
admit, deny, or state that the party does not have, and is unable to 
obtain, sufficient information to admit or deny each allegation in the 
order instituting proceedings. When a party intends in good faith to 
deny only a part of an allegation, the party shall specify so much of it 
as is true and shall deny only the remainder. A statement of a lack of 
information shall have the effect of a denial. Any allegation not denied 
shall be deemed admitted. A respondent must affirmatively state in the 
answer any avoidance or affirmative defense, including but not limited 
to res judicata and statute of limitations. In this regard, a respondent 
must state in the answer whether the respondent relied on the advice of 
counsel, accountants, auditors, or other professionals in connection 
with any claim, violation alleged or remedy sought. Failure to do so may 
be deemed a waiver.
    (d) Motion for more definite statement. A respondent may file with 
an answer a motion for a more definite statement of specified matters of 
fact or law to be considered or determined. Such motion shall state the 
respects in which, and the reasons why, each such matter of fact or law 
should be required to be made more definite. If the motion is granted, 
the order granting such motion shall set the periods for filing such a 
statement and any answer thereto.
    (e) Amendments. A respondent may amend its answer at any time by 
written consent of each adverse party or with leave of the Commission or 
the hearing officer. Leave shall be freely granted when justice so 
requires.
    (f) Failure to file answer: Default. If a respondent fails to file 
an answer required by this section within the time provided, such 
respondent may be deemed in default pursuant to Sec. 201.155(a). A party 
may make a motion to set aside a default pursuant to Sec. 201.155(b).

[81 FR 50234, July 29, 2016]

[[Page 154]]



Sec. 201.221  Prehearing conference.

    (a) Purposes of conference. The purposes of a prehearing conference 
include, but are not limited to:
    (1) Expediting the disposition of the proceeding;
    (2) Establishing early and continuing control of the proceeding by 
the hearing officer; and
    (3) Improving the quality of the hearing through more thorough 
preparation.
    (b) Procedure. On his or her own motion or at the request of a 
party, the hearing officer may, in his or her discretion, direct counsel 
or any party to meet for an initial, final or other prehearing 
conference. Such conferences may be held with or without the hearing 
officer present as the hearing officer deems appropriate. Where such a 
conference is held outside the presence of the hearing officer, the 
hearing officer shall be advised promptly by the parties of any 
agreements reached. Such conferences also may be held with one or more 
persons participating by telephone or other remote means.
    (c) Subjects to be discussed. At a prehearing conference 
consideration may be given and action taken with respect to any and all 
of the following:
    (1) Simplification and clarification of the issues;
    (2) Exchange of witness and exhibit lists and copies of exhibits;
    (3) Timing of expert witness disclosures and reports, if any;
    (4) Stipulations, admissions of fact, and stipulations concerning 
the contents, authenticity, or admissibility into evidence of documents;
    (5) Matters of which official notice may be taken;
    (6) The schedule for exchanging prehearing motions or briefs, if 
any;
    (7) The method of service for papers other than Commission orders;
    (8) The filing of any motion pursuant to Sec. 201.250;
    (9) Settlement of any or all issues;
    (10) Determination of hearing dates;
    (11) Amendments to the order instituting proceedings or answers 
thereto;
    (12) Production, and timing for completion of the production, of 
documents as set forth in Sec. 201.230, and prehearing production of 
documents in response to subpoenas duces tecum as set forth in 
Sec. 201.232;
    (13) Specification of procedures as set forth in Sec. 201.202;
    (14) Depositions to be conducted, if any, and date by which 
depositions shall be completed; and
    (15) Such other matters as may aid in the orderly and expeditious 
disposition of the proceeding.
    (d) Required prehearing conference. Except where the emergency 
nature of a proceeding would make a prehearing conference clearly 
inappropriate, at least one prehearing conference should be held.
    (e) Prehearing orders. At or following the conclusion of any 
conference held pursuant to this section, the hearing officer shall 
enter a ruling or order which recites the agreements reached and any 
procedural determinations made by the hearing officer.
    (f) Failure to appear: default. Any person who is named in an order 
instituting proceedings as a person against whom findings may be made or 
sanctions imposed and who fails to appear, in person or through a 
representative, at a prehearing conference of which he or she has been 
duly notified may be deemed in default pursuant to Sec. 201.155(a). A 
party may make a motion to set aside a default pursuant to 
Sec. 201.155(b).

[60 FR 32796, June 23, 1995, as amended at 63 FR 63405, Nov. 13, 1998; 
81 FR 50234, July 29, 2016]



Sec. 201.222  Prehearing submissions and disclosures.

    (a) Submissions generally. The hearing officer, on his or her own 
motion, or at the request of a party or other participant, may order any 
party, including the interested division, to furnish such information as 
deemed appropriate, including any or all of the following:
    (1) An outline or narrative summary of its case or defense;
    (2) The legal theories upon which it will rely;
    (3) Copies and a list of documents that it intends to introduce at 
the hearing; and
    (4) A list of witnesses who will testify on its behalf, including 
the witnesses' names, occupations, addresses and a

[[Page 155]]

brief summary of their expected testimony.
    (b) Expert witnesses--(1) Information to be supplied; reports. Each 
party who intends to call an expert witness shall submit, in addition to 
the information required by paragraph (a)(4) of this section, a 
statement of the expert's qualifications, a listing of other proceedings 
in which the expert has given expert testimony during the previous four 
years, and a list of publications authored or co-authored by the expert 
in the previous ten years. Additionally, if the witness is one retained 
or specially employed to provide expert testimony in the case or one 
whose duties as the party's employee regularly involve giving expert 
testimony, then the party must include in the disclosure a written 
report--prepared and signed by the witness. The report must contain:
    (i) A complete statement of all opinions the witness will express 
and the basis and reasons for them;
    (ii) The facts or data considered by the witness in forming them;
    (iii) Any exhibits that will be used to summarize or support them; 
and
    (iv) A statement of the compensation to be paid for the study and 
testimony in the case.
    (2) Drafts and communications protected. (i) Drafts of any report or 
other disclosure required under this section need not be furnished 
regardless of the form in which the draft is recorded.
    (ii) Communications between a party's attorney and the party's 
expert witness who is required to provide a report under this section 
need not be furnished regardless of the form of the communications, 
except if the communications relate to compensation for the expert's 
study or testimony, identify facts or data that the party's attorney 
provided and that the expert considered in forming the opinions to be 
expressed, or identify assumptions that the party's attorney provided 
and that the expert relied on in forming the opinions to be expressed.

[60 FR 32796, June 23, 1995, as amended at 81 FR 50235, July 29, 2016]



Sec. 201.230  Enforcement and disciplinary proceedings: Availability
of documents for inspection and copying.

    For purposes of this section, the term documents shall include 
writings, drawings, graphs, charts, photographs, recordings and other 
data compilations, including data stored by computer, from which 
information can be obtained.
    (a) Documents to be available for inspection and copying. (1) Unless 
otherwise provided by this section, or by order of the Commission or the 
hearing officer, the Division of Enforcement shall make available for 
inspection and copying by any party documents obtained by the Division 
prior to the institution of proceedings, in connection with the 
investigation leading to the Division's recommendation to institute 
proceedings. Such documents shall include:
    (i) Each subpoena issued;
    (ii) Every other written request to persons not employed by the 
Commission to provide documents or to be interviewed;
    (iii) The documents turned over in response to any such subpoenas or 
other written requests;
    (iv) All transcripts and transcript exhibits;
    (v) Any other documents obtained from persons not employed by the 
Commission; and
    (vi) Any final examination or inspection reports prepared by the 
Office of Compliance Inspections and Examinations, the Division of 
Trading and Markets, or the Division of Investment Management, if the 
Division of Enforcement intends either to introduce any such report into 
evidence or to use any such report to refresh the recollection of any 
witness.
    (2) Nothing in this paragraph (a) shall limit the right of the 
Division to make available any other document, or shall limit the right 
of a respondent to seek access to or production pursuant to subpoena of 
any other document, or shall limit the authority of the hearing officer 
to order the production of any document pursuant to subpoena.
    (b) Documents that may be withheld or redacted. (1) The Division of 
Enforcement may withhold a document if:

[[Page 156]]

    (i) The document is privileged;
    (ii) The document is an internal memorandum, note or writing 
prepared by a Commission employee, other than an examination or 
inspection report as specified in paragraph (a)(1)(vi) of this section, 
or is otherwise attorney work product and will not be offered in 
evidence;
    (iii) The document would disclose the identity of a confidential 
source;
    (iv) The document reflects only settlement negotiations between the 
Division of Enforcement and a person or entity who is not a respondent 
in the proceeding; or
    (v) The hearing officer grants leave to withhold a document or 
category of documents as not relevant to the subject matter of the 
proceeding or otherwise, for good cause shown.
    (2) Unless the hearing officer orders otherwise upon motion, the 
Division of Enforcement may redact information from a document if:
    (i) The information is among the categories set forth in paragraphs 
(b)(1)(i) through (v) of this section; or
    (ii) The information consists of the following with regard to a 
person other than the respondent to whom the information is being 
produced:
    (A) An individual's social-security number;
    (B) An individual's birth date;
    (C) The name of an individual known to be a minor; or
    (D) A financial account number, taxpayer-identification number, 
credit card or debit card number, passport number, driver's license 
number, or state-issued identification number other than the last four 
digits of the number.
    (3) Nothing in this paragraph (b) authorizes the Division of 
Enforcement in connection with an enforcement or disciplinary proceeding 
to withhold, contrary to the doctrine of Brady v. Maryland, 373 U.S. 83, 
87 (1963), documents that contain material exculpatory evidence.
    (c) Withheld document list. The hearing officer may require the 
Division of Enforcement to submit for review a list of documents or 
categories of documents withheld pursuant to paragraphs (b)(1)(i) 
through (v) of this section or to submit any document withheld, and may 
determine whether any such document should be made available for 
inspection and copying. When similar documents are withheld pursuant to 
paragraphs (b)(1)(i) through (v) of this section, those documents may be 
identified by category instead of by individual document. The hearing 
officer retains discretion to determine when an identification by 
category is insufficient.
    (d) Timing of inspection and copying. Unless otherwise ordered by 
the Commission or the hearing officer, the Division of Enforcement shall 
commence making documents available to a respondent for inspection and 
copying pursuant to this section no later than 7 days after service of 
the order instituting proceedings. In a proceeding in which a temporary 
cease-and-desist order is sought pursuant to Sec. 201.510 or a temporary 
suspension of registration is sought pursuant to Sec. 201.520, documents 
shall be made available no later than the day after service of the 
decision as to whether to issue a temporary cease-and-desist order or 
temporary suspension order.
    (e) Place of inspection and copying. Documents subject to inspection 
and copying pursuant to this section shall be made available to the 
respondent for inspection and copying at the Commission office where 
they are ordinarily maintained, or at such other place as the parties, 
in writing, may agree. A respondent shall not be given custody of the 
documents or leave to remove the documents from the Commission's offices 
pursuant to the requirements of this section other than by written 
agreement of the Division of Enforcement. Such agreement shall specify 
the documents subject to the agreement, the date they shall be returned 
and such other terms or conditions as are appropriate to provide for the 
safekeeping of the documents.
    (f) Copying costs and procedures. The respondent may obtain a 
photocopy of any documents made available for inspection. The respondent 
shall be responsible for the cost of photocopying. Unless otherwise 
ordered, charges for copies made by the Division of Enforcement at the 
request of the respondent will be at the rate charged pursuant to the 
fee schedule at 17 CFR 200.80e for

[[Page 157]]

copies. The respondent shall be given access to the documents at the 
Commission's offices or such other place as the parties may agree during 
normal business hours for copying of documents at the respondent's 
expense.
    (g) Issuance of investigatory subpoenas after institution of 
proceedings. The Division of Enforcement shall promptly inform the 
hearing officer and each party if investigatory subpoenas are issued 
under the same investigation file number or pursuant to the same order 
directing private investigation (``formal order'') under which the 
investigation leading to the institution of proceedings was conducted. 
The hearing officer shall order such steps as necessary and appropriate 
to assure that the issuance of investigatory subpoenas after the 
institution of proceedings is not for the purpose of obtaining evidence 
relevant to the proceedings and that any relevant documents that may be 
obtained through the use of investigatory subpoenas in a continuing 
investigation are made available to each respondent for inspection and 
copying on a timely basis.
    (h) Failure to make documents available--harmless error. In the 
event that a document required to be made available to a respondent 
pursuant to this section is not made available by the Division of 
Enforcement, no rehearing or redecision of a proceeding already heard or 
decided shall be required, unless the respondent shall establish that 
the failure to make the document available was not harmless error.

[60 FR 32796, June 23, 1995; 60 FR 46499, Sept. 7, 1995, as amended at 
68 FR 35789, June 17, 2003; 69 FR 13177, Mar. 19, 2004; 81 FR 50235, 
July 29, 2016]



Sec. 201.231  Enforcement and disciplinary proceedings: Production of
witness statements.

    (a) Availability. Any respondent in an enforcement or disciplinary 
proceeding may move that the Division of Enforcement produce for 
inspection and copying any statement of any person called or to be 
called as a witness by the Division of Enforcement that pertains, or is 
expected to pertain, to his or her direct testimony and that would be 
required to be produced pursuant to the Jencks Act, 18 U.S.C. 3500. For 
purposes of this section, statement shall have the meaning set forth in 
18 U.S.C. 3500(e). Such production shall be made at a time and place 
fixed by the hearing officer and shall be made available to any party, 
provided, however, that the production shall be made under conditions 
intended to preserve the items to be inspected or copied.
    (b) Failure to produce--harmless error. In the event that a 
statement required to be made available for inspection and copying by a 
respondent is not turned over by the Division of Enforcement, no 
rehearing or redecision of a proceeding already heard or decided shall 
be required unless the respondent establishes that the failure to turn 
over the statement was not harmless error.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004]



Sec. 201.232  Subpoenas.

    (a) Availability; procedure. In connection with any hearing ordered 
by the Commission or any deposition permitted under Sec. 201.233, a 
party may request the issuance of subpoenas requiring the attendance and 
testimony of witnesses at such depositions or at the designated time and 
place of hearing, and subpoenas requiring the production of documentary 
or other tangible evidence returnable at any designated time or place. 
Unless made on the record at a hearing, requests for issuance of a 
subpoena shall be made in writing and served on each party pursuant to 
Sec. 201.150. A person whose request for a subpoena has been denied or 
modified may not request that any other person issue the subpoena.
    (1) Unavailability of hearing officer. In the event that the hearing 
officer assigned to a proceeding is unavailable, the party seeking 
issuance of the subpoena may seek its issuance from the first available 
of the following persons: The Chief Administrative Law Judge, the law 
judge most senior in service as a law judge, the duty officer, any other 
member of the Commission, or any other person designated by the 
Commission to issue subpoenas. Requests for issuance of a subpoena made 
to the Commission, or any member thereof, must be submitted to the 
Secretary, not to an individual Commissioner.

[[Page 158]]

    (2) Signing may be delegated. A hearing officer may authorize 
issuance of a subpoena, and may delegate the manual signing of the 
subpoena to any other person authorized to issue subpoenas.
    (b) Standards for issuance. Where it appears to the person asked to 
issue the subpoena that the subpoena sought may be unreasonable, 
oppressive, excessive in scope, or unduly burdensome, he or she may, in 
his or her discretion, as a condition precedent to the issuance of the 
subpoena, require the person seeking the subpoena to show the general 
relevance and reasonable scope of the testimony or other evidence 
sought. If after consideration of all the circumstances, the person 
requested to issue the subpoena determines that the subpoena or any of 
its terms is unreasonable, oppressive, excessive in scope, or unduly 
burdensome, he or she may refuse to issue the subpoena, or issue it only 
upon such conditions as fairness requires. In making the foregoing 
determination, the person issuing the subpoena may inquire of the other 
participants whether they will stipulate to the facts sought to be 
proved.
    (c) Service. Service shall be made pursuant to the provisions of 
Sec. 201.150(b) through (d). The provisions of this paragraph (c) shall 
apply to the issuance of subpoenas for purposes of investigations, as 
required by 17 CFR 203.8, as well as depositions and hearings.
    (d) Tender of fees required. When a subpoena ordering the attendance 
of a person at a hearing or deposition is issued at the instance of 
anyone other than an officer or agency of the United States, service is 
valid only if the subpoena is accompanied by a tender to the subpoenaed 
person of the fees for one day's attendance and mileage specified by 
paragraph (f) of this section.
    (e) Application to quash or modify--(1) Procedure. Any person to 
whom a subpoena or notice of deposition is directed, or who is an owner, 
creator or the subject of the documents that are to be produced pursuant 
to a subpoena, or any party may, prior to the time specified therein for 
compliance, but in no event more than 15 days after the date of service 
of such subpoena or notice, request that the subpoena or notice be 
quashed or modified. Such request shall be made by application filed 
with the Secretary and served on all parties pursuant to Sec. 201.150. 
The party on whose behalf the subpoena or notice was issued may, within 
five days of service of the application, file an opposition to the 
application. If a hearing officer has been assigned to the proceeding, 
the application to quash shall be directed to that hearing officer for 
consideration, even if the subpoena or notice was issued by another 
person.
    (2) Standards governing application to quash or modify. If 
compliance with the subpoena or notice of deposition would be 
unreasonable, oppressive, unduly burdensome or would unduly delay the 
hearing, the hearing officer or the Commission shall quash or modify the 
subpoena or notice, or may order a response to the subpoena, or 
appearance at a deposition, only upon specified conditions. These 
conditions may include but are not limited to a requirement that the 
party on whose behalf the subpoena was issued shall make reasonable 
compensation to the person to whom the subpoena was addressed for the 
cost of copying or transporting evidence to the place for return of the 
subpoena.
    (3) Additional standards governing application to quash deposition 
notices or subpoenas filed pursuant to Sec. 201.233(a). The hearing 
officer or the Commission shall quash or modify a deposition notice or 
subpoena filed or issued pursuant to Sec. 201.233(a) unless the 
requesting party demonstrates that the deposition notice or subpoena 
satisfies the requirements of Sec. 201.233(a), and:
    (i) The proposed deponent was a witness of or participant in any 
event, transaction, occurrence, act, or omission that forms the basis 
for any claim asserted by the Division of Enforcement, any defense, or 
anything else required to be included in an answer pursuant to 
Sec. 201.220(c) by any respondent in the proceeding (this excludes a 
proposed deponent whose only knowledge of these matters arises from the 
Division of Enforcement's investigation or the proceeding);
    (ii) The proposed deponent is a designated as an ``expert witness'' 
under Sec. 201.222(b); provided, however, that the deposition of an 
expert who is required

[[Page 159]]

to submit a written report under Sec. 201.222(b) may only occur after 
such report is served; or
    (iii) The proposed deponent has custody of documents or electronic 
data relevant to the claims or defenses of any party (this excludes 
Division of Enforcement or other Commission officers or personnel who 
have custody of documents or data that was produced by the Division to 
the respondent).
    (f) Witness fees and mileage. Witnesses summoned before the 
Commission shall be paid the same fees and mileage that are paid to 
witnesses in the courts of the United States, and witnesses whose 
depositions are taken and the persons taking the same shall severally be 
entitled to the same fees as are paid for like services in the courts of 
the United States. Witness fees and mileage shall be paid by the party 
at whose instance the witnesses appear. Except for such witness fees and 
mileage, each party is responsible for paying any fees and expenses of 
the expert witnesses whom that party designates under Sec. 201.222(b), 
for appearance at any deposition or hearing.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13177, Mar. 19, 2004; 
81 FR 50235, July 29, 2016]



Sec. 201.233  Depositions upon oral examination.

    (a) Depositions upon written notice. In any proceeding under the 
120-day timeframe designated pursuant to Sec. 201.360(a)(2), depositions 
upon written notice may be taken as set forth in this paragraph. No 
other depositions shall be permitted except as provided in paragraph (b) 
of this section.
    (1) If the proceeding involves a single respondent, the respondent 
may file written notices to depose no more than three persons, and the 
Division of Enforcement may file written notices to depose no more than 
three persons.
    (2) If the proceeding involves multiple respondents, the respondents 
collectively may file joint written notices to depose no more than five 
persons, and the Division of Enforcement may file written notices to 
depose no more than five persons. The depositions taken under this 
paragraph (a)(2) shall not exceed a total of five depositions for the 
Division of Enforcement, and five depositions for all respondents 
collectively.
    (3) Additional depositions upon motion. Any side may file a motion 
with the hearing officer seeking leave to notice up to two additional 
depositions beyond those permitted pursuant to paragraphs (a)(1) and (2) 
of this section.
    (i) Procedure. (A) A motion for additional depositions must be filed 
no later than 90 days prior to the hearing date. Any party opposing the 
motion may submit an opposition within five days after service of the 
motion. No reply shall be permitted. The motion and any oppositions each 
shall not exceed seven pages in length. These limitations exclusively 
govern motions under this section; notwithstanding Sec. 201.154(a), any 
points and authorities shall be included in the motion or opposition, 
with no separate statement of points and authorities permitted, and none 
of the requirements in Sec. 201.154(b) or (c) shall apply.
    (B) Upon consideration of the motion and any opposing papers, the 
hearing officer will issue an order either granting or denying the 
motion. The hearing officer shall consider the motion on an expedited 
basis.
    (C) The proceeding shall not automatically be stayed pending the 
determination of the motion.
    (ii) Grounds and standards for motion. A motion under this paragraph 
(a)(3) shall not be granted unless the additional depositions satisfy 
Sec. 201.232(e) and the moving side demonstrates a compelling need for 
the additional depositions by:
    (A) Identifying each of the witnesses whom the moving side plans to 
depose pursuant to paragraph (a)(1) or (2) of this section as well as 
the additional witnesses whom the side seeks to depose;
    (B) Describing the role of each witness and proposed additional 
witness;
    (C) Describing the matters concerning which each witness and 
proposed additional witness is expected to be questioned, and why the 
deposition of each witness and proposed additional witness is necessary 
for the moving side's arguments, claims, or defenses; and

[[Page 160]]

    (D) Showing that the additional deposition(s) requested will not be 
unreasonably cumulative or duplicative.
    (iii) If the moving side proposes to take and submit the additional 
deposition(s) on written questions, as provided in Sec. 201.234, the 
motion shall so state. The motion for additional depositions shall 
constitute a motion under Sec. 201.234(a), and the moving party is 
required to submit its questions with its motion under this rule. The 
procedures for such a deposition shall be governed by Sec. 201.234.
    (4) A deponent's attendance may be ordered by subpoena issued 
pursuant to the procedures in Sec. 201.232; and
    (5) The Commission or hearing officer may rule on a motion that a 
deposition noticed under paragraph (a)(1) or (2) of this section shall 
not be taken upon a determination under Sec. 201.232(e). The fact that a 
witness testified during an investigation does not preclude the 
deposition of that witness.
    (b) Depositions when witness is unavailable. In addition to 
depositions permitted under paragraph (a) of this section, the 
Commission or the hearing officer may grant a party's request to file a 
written notice of deposition if the requesting party shows that the 
prospective witness will likely give testimony material to the 
proceeding; that it is likely the prospective witness, who is then 
within the United States, will be unable to attend or testify at the 
hearing because of age, sickness, infirmity, imprisonment, other 
disability, or absence from the United States, unless it appears that 
the absence of the witness was procured by the party requesting the 
deposition; and that the taking of a deposition will serve the interests 
of justice.
    (c) Service and contents of notice. Notice of any deposition 
pursuant to this section shall be made in writing and served on each 
party pursuant to Sec. 201.150. A notice of deposition shall designate 
by name a deposition officer. The deposition officer may be any person 
authorized to administer oaths by the laws of the United States or of 
the place where the deposition is to be held. A notice of deposition 
also shall state:
    (1) The name and address of the witness whose deposition is to be 
taken;
    (2) The time and place of the deposition; provided that a subpoena 
for a deposition may command a person to attend a deposition only as 
follows:
    (i) Within 100 miles of where the person resides, is employed, or 
regularly transacts business in person;
    (ii) Within the state where the person resides, is employed, or 
regularly transacts business in person, if the person is a party or a 
party's officer;
    (iii) At such other location that the parties and proposed deponent 
stipulate; or
    (iv) At such other location that the hearing officer or the 
Commission determines is appropriate; and
    (3) The manner of recording and preserving the deposition.
    (d) Producing documents. In connection with any deposition pursuant 
to this section, a party may request the issuance of a subpoena duces 
tecum under Sec. 201.232. The party conducting the deposition shall 
serve upon the deponent any subpoena duces tecum so issued. The 
materials designated for production, as set out in the subpoena, must be 
listed in the notice of deposition.
    (e) Method of recording--(1) Method stated in the notice. The party 
who notices the deposition must state in the notice the method for 
recording the testimony. Unless the hearing officer or Commission orders 
otherwise, testimony may be recorded by audio, audiovisual, or 
stenographic means. The noticing party bears the recording costs. Any 
party may arrange to transcribe a deposition, at that party's expense. 
Each party shall bear its own costs for obtaining copies of any 
transcripts or audio or audiovisual recordings.
    (2) Additional method. With prior notice to the deponent and other 
parties, any party may designate another method for recording the 
testimony in addition to that specified in the original notice. That 
party bears the expense of the additional record or transcript unless 
the hearing officer or the Commission orders otherwise.
    (f) By remote means. The parties may stipulate--or the hearing 
officer or Commission may on motion order--that a deposition be taken by 
telephone or other remote means. For the purpose of this section, the 
deposition

[[Page 161]]

takes place where the deponent answers the questions.
    (g) Deposition officer's duties--(1) Before the deposition. The 
deposition officer designated pursuant to paragraph (c) of this section 
must begin the deposition with an on-the-record statement that includes:
    (i) The deposition officer's name and business address;
    (ii) The date, time, and place of the deposition;
    (iii) The deponent's name;
    (iv) The deposition officer's administration of the oath or 
affirmation to the deponent; and
    (v) The identity of all persons present.
    (2) Conducting the deposition; avoiding distortion. If the 
deposition is recorded non-stenographically, the deposition officer must 
repeat the items in paragraphs (g)(1)(i) through (iii) of this section 
at the beginning of each unit of the recording medium. The deponent's 
and attorneys' appearance or demeanor must not be distorted through 
recording techniques.
    (3) After the deposition. At the end of a deposition, the deposition 
officer must state on the record that the deposition is complete and 
must set out any stipulations made by the attorneys about custody of the 
transcript or recording and of the exhibits, or about any other 
pertinent matters.
    (h) Order and record of the examination--(1) Order of examination. 
The examination and cross-examination of a deponent shall proceed as 
they would at the hearing. After putting the deponent under oath or 
affirmation, the deposition officer must record the testimony by the 
method designated under paragraph (e) of this section. The testimony 
must be recorded by the deposition officer personally or by a person 
acting in the presence and under the direction of the deposition 
officer. The witness being deposed may have counsel present during the 
deposition.
    (2) Form of objections stated during the deposition. An objection at 
the time of the examination--whether to evidence, to a party's conduct, 
to the deposition officer's qualifications, to the manner of taking the 
deposition, or to any other aspect of the deposition--must be noted on 
the record, but the examination shall still proceed and the testimony 
shall be taken subject to any objection. An objection must be stated 
concisely in a nonargumentative and nonsuggestive manner. A person may 
instruct a deponent not to answer only when necessary to preserve a 
privilege, to enforce a limitation ordered by the hearing officer or the 
Commission, or to present a motion to the hearing officer or the 
Commission for a limitation on the questioning in the deposition.
    (i) Waiver of objections--(1) To the notice. An objection to an 
error or irregularity in a deposition notice is waived unless promptly 
served in writing on the party giving the notice.
    (2) To the deposition officer's qualification. An objection based on 
disqualification of the deposition officer before whom a deposition is 
to be taken is waived if not made:
    (i) Before the deposition begins; or
    (ii) Promptly after the basis for disqualification becomes known or, 
with reasonable diligence, could have been known.
    (3) To the taking of the deposition--(i) Objection to competence, 
relevance, or materiality. An objection to a deponent's competence--or 
to the competence, relevance, or materiality of testimony--is not waived 
by a failure to make the objection before or during the deposition, 
unless the ground for it might have been corrected at that time.
    (ii) Objection to an error or irregularity. An objection to an error 
or irregularity at an oral examination is waived if:
    (A) It relates to the manner of taking the deposition, the form of a 
question or answer, the oath or affirmation, a party's conduct, or other 
matters that might have been corrected at that time; and
    (B) It is not timely made during the deposition.
    (4) To completing and returning the deposition. An objection to how 
the deposition officer transcribed the testimony--or prepared, signed, 
certified, sealed, endorsed, sent, or otherwise dealt with the 
deposition--is waived unless a motion to suppress is made promptly after 
the error or irregularity becomes known or, with reasonable diligence, 
could have been known.

[[Page 162]]

    (j) Duration; cross-examination; motion to terminate or limit--(1) 
Duration. Unless otherwise stipulated or ordered by the hearing officer 
or the Commission, a deposition is limited to one day of seven hours, 
including cross-examination as provided in this subsection. In a 
deposition conducted by or for a respondent, the Division of Enforcement 
shall be allowed a reasonable amount of time for cross-examination of 
the deponent. In a deposition conducted by the Division, the respondents 
collectively shall be allowed a reasonable amount of time for cross-
examination of the deponent. The hearing officer or the Commission may 
allow additional time if needed to fairly examine the deponent or if the 
deponent, another person, or any other circumstance impedes or delays 
the examination.
    (2) Motion to terminate or limit--(i) Grounds. At any time during a 
deposition, the deponent or a party may move to terminate or limit it on 
the ground that it is being conducted in bad faith or in a manner that 
unreasonably annoys, embarrasses, or oppresses the deponent or party. If 
the objecting deponent or party so demands, the deposition must be 
suspended for the time necessary to present the motion to the hearing 
officer or the Commission.
    (ii) Order. Upon a motion under paragraph (j)(2)(i) of this section, 
the hearing officer or the Commission may order that the deposition be 
terminated or may limit its scope. If terminated, the deposition may be 
resumed only by order of the hearing officer or the Commission.
    (k) Review by the witness; changes--(1) Review; statement of 
changes. On request by the deponent or a party before the deposition is 
completed, and unless otherwise ordered by the hearing officer or the 
Commission, the deponent must be allowed 14 days after being notified by 
the deposition officer that the transcript or recording is available, 
unless a longer time is agreed to by the parties or permitted by the 
hearing officer, in which:
    (i) To review the transcript or recording; and
    (ii) If there are changes in form or substance, to sign a statement 
listing the changes and the reasons for making them.
    (2) Changes indicated in the deposition officer's certificate. The 
deposition officer must note in the certificate prescribed by paragraph 
(l)(1) of this section whether a review was requested and, if so, must 
attach any changes the deponent makes during the 14-day period.
    (l) Certification and delivery; exhibits; copies of the transcript 
or recording--(1) Certification and delivery. The deposition officer 
must certify in writing that the witness was duly sworn and that the 
deposition accurately records the witness's testimony. The certificate 
must accompany the record of the deposition. Unless the hearing officer 
orders otherwise, the deposition officer must seal the deposition in an 
envelope or package bearing the title of the action and marked 
``Deposition of [witness's name]'' and must promptly send it to the 
attorney or party who arranged for the transcript or recording. The 
attorney or party must store it under conditions that will protect it 
against loss, destruction, tampering, or deterioration.
    (2) Documents and tangible things--(i) Originals and copies. 
Documents and tangible things produced for inspection during a 
deposition must, on a party's request, be marked for identification and 
attached to the deposition. Any party may inspect and copy them. But if 
the person who produced them wants to keep the originals, the person 
may:
    (A) Offer copies to be marked, attached to the deposition, and then 
used as originals--after giving all parties a fair opportunity to verify 
the copies by comparing them with the originals; or
    (B) Give all parties a fair opportunity to inspect and copy the 
originals after they are marked--in which event the originals may be 
used as if attached to the deposition.
    (ii) Order regarding the originals. Any party may move for an order 
that the originals be attached to the deposition pending final 
disposition of the case.
    (3) Copies of the transcript or recording. Unless otherwise 
stipulated or ordered by the hearing officer or Commission, the 
deposition officer must retain the stenographic notes of a deposition 
taken stenographically or a copy of the

[[Page 163]]

recording of a deposition taken by another method. When paid reasonable 
charges, the deposition officer must furnish a copy of the transcript or 
recording to any party or the deponent, as directed by the party or 
person paying such charges.
    (m) Presentation of objections or disputes. Any party seeking relief 
with respect to disputes over the conduct of a deposition may file a 
motion with the hearing officer to obtain relief as permitted by this 
part.

[81 FR 50236, July 29, 2016]



Sec. 201.234  Depositions upon written questions.

    (a) Availability. Any deposition permitted under Sec. 201.233 may be 
taken and submitted on written questions upon motion of any party, for 
good cause shown, or as stipulated by the parties.
    (b) Procedure. Written questions shall be filed with the motion. 
Within 10 days after service of the motion and written questions, any 
party may file objections to such written questions and any party may 
file cross-questions. When a deposition is taken pursuant to this 
section no persons other than the witness, counsel to the witness, the 
deposition officer, and, if the deposition officer does not act as 
reporter, a reporter, shall be present at the examination of the 
witness. No party shall be present or represented unless otherwise 
permitted by order. The deposition officer shall propound the questions 
and cross-questions to the witness in the order submitted.
    (c) Additional requirements. The order for deposition, filing of the 
deposition, form of the deposition and use of the deposition in the 
record shall be governed by paragraphs (c) through (l) of Sec. 201.233, 
except that no cross-examination shall be made.

[60 FR 32796, June 23, 1995, as amended at 81 FR 50238, July 29, 2016]



Sec. 201.235  Introducing prior sworn statements or declarations.

    (a) At a hearing, any person wishing to introduce a prior, sworn 
deposition taken pursuant to Sec. 201.233 or Sec. 201.234, investigative 
testimony, or other sworn statement or a declaration pursuant to 28 
U.S.C. 1746, of a witness, not a party, otherwise admissible in the 
proceeding, may make a motion setting forth the reasons therefor. If 
only part of a statement or declaration is offered in evidence, the 
hearing officer may require that all relevant portions of the statement 
or declaration be introduced. If all of a statement or declaration is 
offered in evidence, the hearing officer may require that portions not 
relevant to the proceeding be excluded. A motion to introduce a prior 
sworn statement or declaration may be granted if:
    (1) The witness is dead;
    (2) The witness is out of the United States, unless it appears that 
the absence of the witness was procured by the party offering the prior 
sworn statement or declaration;
    (3) The witness is unable to attend or testify because of age, 
sickness, infirmity, imprisonment or other disability;
    (4) The party offering the prior sworn statement or declaration has 
been unable to procure the attendance of the witness by subpoena; or
    (5) In the discretion of the Commission or the hearing officer, it 
would be desirable, in the interests of justice, to allow the prior 
sworn statement or declaration to be used. In making this determination, 
due regard shall be given to the presumption that witnesses will testify 
orally in an open hearing. If the parties have stipulated to accept a 
prior sworn statement or declaration in lieu of live testimony, 
consideration shall also be given to the convenience of the parties in 
avoiding unnecessary expense.
    (b) Sworn statement or declaration of party or agent. An adverse 
party may use for any purpose a deposition taken pursuant to 
Sec. 201.233 or Sec. 201.234, investigative testimony, or other sworn 
statement or a declaration pursuant to 28 U.S.C. 1746, of a party or 
anyone who, when giving the sworn statement or declaration, was the 
party's officer, director, or managing agent.

[60 FR 32796, June 23, 1995, as amended at 81 FR 50238, July 29, 2016]



Sec. 201.240  Settlement.

    (a) Availability. Any person who is notified that a proceeding may 
or will be instituted against him or her, or any

[[Page 164]]

party to a proceeding already instituted, may, at any time, propose in 
writing an offer of settlement.
    (b) Procedure. An offer of settlement shall state that it is made 
pursuant to this section; shall recite or incorporate as a part of the 
offer the provisions of paragraphs (c) (4) and (5) of this section; 
shall be signed by the person making the offer, not by counsel; and 
shall be submitted to the interested division.
    (c) Consideration of offers of settlement. (1) Offers of settlement 
shall be considered by the interested division when time, the nature of 
the proceedings, and the public interest permit.
    (2) Where a hearing officer is assigned to a proceeding, the 
interested division and the party submitting the offer may request that 
the hearing officer express his or her views regarding the 
appropriateness of the offer of settlement. A request for the hearing 
officer to express his or her views on an offer of settlement or 
otherwise to participate in a settlement conference constitutes a waiver 
by the persons making the request of any right to claim bias or 
prejudgment by the hearing officer based on the views expressed.
    (3) The interested division shall present the offer of settlement to 
the Commission with its recommendation, except that, if the division's 
recommendation is unfavorable, the offer shall not be presented to the 
Commission unless the person making the offer so requests.
    (4) By submitting an offer of settlement, the person making the 
offer waives, subject to acceptance of the offer:
    (i) All hearings pursuant to the statutory provisions under which 
the proceeding is to be or has been instituted;
    (ii) The filing of proposed findings of fact and conclusions of law;
    (iii) Proceedings before, and an initial decision by, a hearing 
officer;
    (iv) All post-hearing procedures; and
    (v) Judicial review by any court.
    (5) By submitting an offer of settlement the person further waives:
    (i) Such provisions of the Rules of Practice or other requirements 
of law as may be construed to prevent any member of the Commission's 
staff from participating in the preparation of, or advising the 
Commission as to, any order, opinion, finding of fact, or conclusion of 
law to be entered pursuant to the offer; and
    (ii) Any right to claim bias or prejudgment by the Commission based 
on the consideration of or discussions concerning settlement of all or 
any part of the proceeding.
    (6) If the Commission rejects the offer of settlement, the person 
making the offer shall be notified of the Commission's action and the 
offer of settlement shall be deemed withdrawn. The rejected offer shall 
not constitute a part of the record in any proceeding against the person 
making the offer, provided, however, that rejection of an offer of 
settlement does not affect the continued validity of waivers pursuant to 
paragraph (c)(5) of this section with respect to any discussions 
concerning the rejected offer of settlement.
    (7) Final acceptance of any offer of settlement will occur only upon 
the issuance of findings and an order by the Commission.



Sec. 201.250  Dispositive motions.

    (a) Motion for a ruling on the pleadings. No later than 14 days 
after a respondent's answer has been filed, any party may move for a 
ruling on the pleadings on one or more claims or defenses, asserting 
that, even accepting all of the non-movant's factual allegations as true 
and drawing all reasonable inferences in the non-movant's favor, the 
movant is entitled to a ruling as a matter of law. The hearing officer 
shall promptly grant or deny the motion.
    (b) Motion for summary disposition in 30- and 75-day proceedings. In 
any proceeding under the 30- or 75-day timeframe designated pursuant to 
Sec. 201.360(a)(2), after a respondent's answer has been filed and 
documents have been made available to that respondent for inspection and 
copying pursuant to Sec. 201.230, any party may make a motion for 
summary disposition on one or more claims or defenses, asserting that 
the undisputed pleaded facts, declarations, affidavits, documentary 
evidence or facts officially noted pursuant to Sec. 201.323 show that 
there is no genuine issue with regard to any material fact

[[Page 165]]

and that the movant is entitled to summary disposition as a matter of 
law. The hearing officer shall promptly grant or deny the motion for 
summary disposition or shall defer decision on the motion. If it appears 
that a party, for good cause shown, cannot present prior to the hearing 
facts essential to justify opposition to the motion, the hearing officer 
shall deny or defer the motion.
    (c) Motion for summary disposition in 120-day proceedings. In any 
proceeding under the 120-day timeframe designated pursuant to 
Sec. 201.360(a)(2), after a respondent's answer has been filed and 
documents have been made available to that respondent for inspection and 
copying pursuant to Sec. 201.230, a party may make a motion for summary 
disposition on one or more claims or defenses, asserting that the 
undisputed pleaded facts, declarations, affidavits, deposition 
transcripts, documentary evidence or facts officially noted pursuant to 
Sec. 201.323 show that there is no genuine issue with regard to any 
material fact and that the movant is entitled to summary disposition as 
a matter of law. A motion for summary disposition shall be made only 
with leave of the hearing officer. Leave shall be granted only for good 
cause shown and if consideration of the motion will not delay the 
scheduled start of the hearing. The hearing officer shall promptly grant 
or deny the motion for summary disposition or shall defer decision on 
the motion. If it appears that a party, for good cause shown, cannot 
present prior to the hearing facts essential to justify opposition to 
the motion, the hearing officer shall deny or defer the motion.
    (d) Motion for a ruling as a matter of law following completion of 
case in chief. Following the interested division's presentation of its 
case in chief, any party may make a motion, asserting that the movant is 
entitled to a ruling as a matter of law on one or more claims or 
defenses.
    (e) Length limitation for dispositive motions. Dispositive motions, 
together with any supporting memorandum of points and authorities 
(exclusive of any declarations, affidavits, deposition transcripts or 
other attachments), shall not exceed 9,800 words. Requests for leave to 
file motions and accompanying documents in excess of 9,800 words are 
disfavored. A double-spaced motion that does not, together with any 
accompanying memorandum of points and authorities, exceed 35 pages in 
length, inclusive of pleadings incorporated by reference (but excluding 
any declarations, affidavits, deposition transcripts or attachments) in 
the dispositive motion, is presumptively considered to contain no more 
than 9,800 words. Any motion that exceeds this page limit must include a 
certificate by the attorney, or an unrepresented party, stating that the 
brief complies with the word limit set forth in this paragraph and 
stating the number of words in the motion. The person preparing the 
certificate may rely on the word count of a word-processing program to 
prepare the document.
    (f) Opposition and reply length limitations and response time. A 
non-moving party may file an opposition to a dispositive motion and the 
moving party may thereafter file a reply.
    (1) Length limitations. Any opposition must comply with the length 
limitations applicable to the movant's motion as set forth in paragraph 
(e) of this section. Any reply must comply with the length limitations 
set forth in Sec. 201.154(c).
    (2) Response time. (i) For motions under paragraphs (a), (b), and 
(d) of this section, the response times set forth in Sec. 201.154(b) 
apply to any opposition and reply briefs.
    (ii) For motions under paragraph (c) of this section, any opposition 
must be filed within 21 days after service of such a motion, and any 
reply must be filed within seven days after service of any opposition.

[81 FR 50239, July 29, 2016]

                        Rules Regarding Hearings



Sec. 201.300  Hearings.

    Hearings for the purpose of taking evidence shall be held only upon 
order of the Commission. All hearings shall be conducted in a fair, 
impartial, expeditious and orderly manner.



Sec. 201.301  Hearings to be public.

    All hearings, except hearings on applications for confidential 
treatment

[[Page 166]]

filed pursuant to Sec. 201.190, hearings held to consider a motion for a 
protective order pursuant to Sec. 201.322, and hearings on ex parte 
application for a temporary cease-and-desist order, shall be public 
unless otherwise ordered by the Commission on its own motion or the 
motion of a party. No hearing shall be nonpublic where all respondents 
request that the hearing be made public.



Sec. 201.302  Record of hearings.

    (a) Recordation. Unless ordered otherwise by the hearing officer or 
the Commission, all hearings shall be recorded and a written transcript 
thereof shall be prepared.
    (b) Availability of a transcript. Transcripts of public hearings 
shall be available for purchase at prescribed rates. Transcripts of 
nonpublic proceedings, and transcripts subject to a protective order 
pursuant to Sec. 201.322, shall be available for purchase only by 
parties; provided, however, that any person compelled to submit data or 
evidence in a hearing may purchase a copy of his or her own testimony.
    (c) Transcript correction. Prior to the filing of post-hearing 
briefs or proposed findings and conclusions, or within such earlier time 
as directed by the Commission or the hearing officer, a party or witness 
may make a motion to correct the transcript. Proposed corrections of the 
transcript may be submitted to the hearing officer by stipulation 
pursuant to Sec. 201.324, or by motion. Upon notice to all parties to 
the proceeding, the hearing officer may, by order, specify corrections 
to the transcript.



Sec. 201.310  Failure to appear at hearings: Default.

    Any person named in an order instituting proceedings as a person 
against whom findings may be made or sanctions imposed who fails to 
appear at a hearing of which he or she has been duly notified may be 
deemed to be in default pursuant to Sec. 201.155(a). A party may make a 
motion to set aside a default pursuant to Sec. 201.155(b).



Sec. 201.320  Evidence: Admissibility.

    (a) Except as otherwise provided in this section, the Commission or 
the hearing officer may receive relevant evidence and shall exclude all 
evidence that is irrelevant, immaterial, unduly repetitious, or 
unreliable.
    (b) Subject to Sec. 201.235, evidence that constitutes hearsay may 
be admitted if it is relevant, material, and bears satisfactory indicia 
of reliability so that its use is fair.

[81 FR 50239, July 29, 2016]



Sec. 201.321  Evidence: Objections and offers of proof.

    (a) Objections. Objections to the admission or exclusion of evidence 
must be made on the record and shall be in short form, stating the 
grounds relied upon. Exceptions to any ruling thereon by the hearing 
officer need not be noted at the time of the ruling. Such exceptions 
will be deemed waived on appeal to the Commission, however, unless 
raised:
    (1) Pursuant to interlocutory review in accordance with 
Sec. 201.400;
    (2) In a proposed finding or conclusion filed pursuant to 
Sec. 201.340; or
    (3) In a petition for Commission review of an initial decision filed 
in accordance with Sec. 201.410.
    (b) Offers of proof. Whenever evidence is excluded from the record, 
the party offering such evidence may make an offer of proof, which shall 
be included in the record. Excluded material shall be retained pursuant 
to Sec. 201.350(b).



Sec. 201.322  Evidence: Confidential information, protective orders.

    (a) Procedure. In any proceeding as defined in Sec. 201.101(a), a 
party, any person who is the owner, subject or creator of a document 
subject to subpoena or which may be introduced as evidence, or any 
witness who testifies at a hearing may file a motion requesting a 
protective order to limit from disclosure to other parties or to the 
public documents or testimony that contain confidential information. The 
motion should include a general summary or extract of the documents 
without revealing confidential details. If the movant seeks a protective 
order against disclosure to other parties as well as the public, copies 
of the documents shall not be served on other parties. Unless the 
documents are unavailable, the movant shall file for in camera

[[Page 167]]

inspection a sealed copy of the documents as to which the order is 
sought.
    (b) Basis for issuance. Documents and testimony introduced in a 
public hearing are presumed to be public. A motion for a protective 
order shall be granted only upon a finding that the harm resulting from 
disclosure would outweigh the benefits of disclosure.
    (c) Requests for additional information supporting confidentiality. 
A movant under paragraph (a) of this section may be required to furnish 
in writing additional information with respect to the grounds for 
confidentiality. Failure to supply the information so requested within 
five days from the date of receipt by the movant of a notice of the 
information required shall be deemed a waiver of the objection to public 
disclosure of that portion of the documents to which the additional 
information relates, unless the Commission or the hearing officer shall 
otherwise order for good cause shown at or before the expiration of such 
five-day period.
    (d) Confidentiality of documents pending decision. Pending a 
determination of a motion under this section, the documents as to which 
confidential treatment is sought and any other documents that would 
reveal the confidential information in those documents shall be 
maintained under seal and shall be disclosed only in accordance with 
orders of the Commission or the hearing officer. Any order issued in 
connection with a motion under this section shall be public unless the 
order would disclose information as to which a protective order has been 
granted, in which case that portion of the order that would reveal the 
protected information shall be nonpublic.



Sec. 201.323  Evidence: Official notice.

    Official notice may be taken of any material fact which might be 
judicially noticed by a district court of the United States, any matter 
in the public official records of the Commission, or any matter which is 
peculiarly within the knowledge of the Commission as an expert body. If 
official notice is requested or taken of a material fact not appearing 
in the evidence in the record, the parties, upon timely request, shall 
be afforded an opportunity to establish the contrary.



Sec. 201.324  Evidence: Stipulations.

    The parties may, by stipulation, at any stage of the proceeding 
agree upon any pertinent facts in the proceeding. A stipulation may be 
received in evidence and, when received, shall be binding on the parties 
to the stipulation.



Sec. 201.325  Evidence: Presentation under oath or affirmation.

    A witness at a hearing for the purpose of taking evidence shall 
testify under oath or affirmation.



Sec. 201.326  Evidence: Presentation, rebuttal and cross-examination.

    In any proceeding in which a hearing is required to be conducted on 
the record after opportunity for hearing in accord with 5 U.S.C. 556(a), 
a party is entitled to present its case or defense by oral or 
documentary evidence, to submit rebuttal evidence, and to conduct such 
cross-examination as, in the discretion of the Commission or the hearing 
officer, may be required for a full and true disclosure of the facts. 
The scope and form of evidence, rebuttal evidence, if any, and cross-
examination, if any, in any other proceeding shall be determined by the 
Commission or the hearing officer in each proceeding.



Sec. 201.340  Proposed findings, conclusions and supporting briefs.

    (a) Opportunity to file. Before an initial decision is issued, each 
party shall have an opportunity, reasonable in light of all the 
circumstances, to file in writing proposed findings and conclusions 
together with, or as a part of, its brief.
    (b) Procedure. Proposed findings of fact must be supported by 
citations to specific portions of the record. If successive filings are 
directed, the proposed findings and conclusions of the party assigned to 
file first shall be set forth in serially numbered paragraphs, and any 
counter statement of proposed findings and conclusions must, in addition 
to any other matter, indicate those paragraphs of the proposals already 
filed as to which there is no dispute. A reply brief may be filed by the 
party assigned to file first, or, where simultaneous filings are 
directed, reply

[[Page 168]]

briefs may be filed by each party, within the period prescribed therefor 
by the hearing officer. No further briefs may be filed except with leave 
of the hearing officer.
    (c) Time for filing. In any proceeding in which an initial decision 
is to be issued:
    (1) At the end of each hearing, the hearing officer shall, by order, 
after consultation with the parties, prescribe the period within which 
proposed findings and conclusions and supporting briefs are to be filed. 
The party or parties directed to file first shall make its or their 
initial filing within 30 days of the end of the hearing unless the 
hearing officer, for good cause shown, permits a different period and 
sets forth in the order the reasons why the different period is 
necessary.
    (2) The total period within which all such proposed findings and 
conclusions and supporting briefs and any counter statements of proposed 
findings and conclusions and reply briefs are to be filed shall be no 
longer than 90 days after the close of the hearing unless the hearing 
officer, for good cause shown, permits a different period and sets forth 
in an order the reasons why the different period is necessary.



Sec. 201.350  Record in proceedings before hearing officer; retention
of documents; copies.

    (a) Contents of the record. The record shall consist of:
    (1) The order instituting proceedings, each notice of hearing and 
any amendments;
    (2) Each application, motion, submission or other paper, and any 
amendments, motions, objections, and exceptions to or regarding them;
    (3) Each stipulation, transcript of testimony and document or other 
item admitted into evidence;
    (4) Each written communication accepted by the hearing officer 
pursuant to Sec. 201.210;
    (5) With respect to a request to disqualify a hearing officer or to 
allow the hearing officer's withdrawal under Sec. 201.112, each 
affidavit or transcript of testimony taken and the decision made in 
connection with the request;
    (6) All motions, briefs and other papers filed on interlocutory 
appeal;
    (7) All proposed findings and conclusions;
    (8) Each written order issued by the hearing officer or Commission; 
and
    (9) Any other document or item accepted into the record by the 
hearing officer.
    (b) Retention of documents not admitted. Any document offered into 
evidence but excluded shall not be considered a part of the record. The 
Secretary shall retain any such document until the later of the date 
upon which a Commission order ending the proceeding becomes final, or 
the conclusion of any judicial review of the Commission's order.
    (c) Substitution of copies. A true copy of a document may be 
substituted for any document in the record or any document retained 
pursuant to paragraph (b) of this section.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec. 201.351  Transmittal of documents to Secretary; record index; 
certification.

    (a) Transmittal from hearing officer to Secretary of partial record 
index. The hearing officer may, at any time, transmit to the Secretary 
motions, exhibits or any other original documents filed with or accepted 
into evidence by the hearing officer, together with a list of such 
documents.
    (b) Preparation, certification of record index. Promptly after the 
close of the hearing, the hearing officer shall transmit to the 
Secretary an index of the originals of any motions, exhibits or any 
other documents filed with or accepted into evidence by the hearing 
officer that have not been previously transmitted to the Secretary, and 
the Secretary shall prepare a record index. Prior to issuance of an 
initial decision, or if no initial decision is to be prepared, within 30 
days of the close of the hearing, the Secretary shall transmit the 
record index to the hearing officer and serve a copy of the record index 
on each party. Any person may file proposed corrections to the record 
index with the hearing officer within 15 days of service of the record 
index. The hearing officer shall, by order, direct whether any 
corrections to the record index shall be made. The Secretary

[[Page 169]]

shall make such corrections, if any, and issue a revised record index. 
If an initial decision is to be issued, the initial decision shall 
include a certification that the record consists of the items set forth 
in the record index or revised record index issued by the Secretary.
    (c) Final transmittal of record items to the Secretary. After the 
close of the hearing, the hearing officer shall transmit to the 
Secretary originals of any motions, exhibits or any other documents 
filed with, or accepted into evidence by, the hearing officer, or any 
other portions of the record that have not already been transmitted to 
the Secretary. Prior to service of the initial decision by the 
Secretary, or if no initial decision is to be issued, within 60 days of 
the close of the hearing, the Secretary shall inform the hearing officer 
if any portions of the record are not in the Secretary's custody.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec. 201.360  Initial decision of hearing officer and timing of hearing.

    (a)(1) When required. Unless the Commission directs otherwise, the 
hearing officer shall prepare an initial decision in any proceeding in 
which the Commission directs a hearing officer to preside at a hearing, 
provided, however, that an initial decision may be waived by the parties 
with the consent of the hearing officer pursuant to Sec. 201.202.
    (2) Time period for filing initial decision and for hearing--(i) 
Initial decision. In the order instituting proceedings, the Commission 
will specify a time period in which the hearing officer's initial 
decision must be filed with the Secretary. In the Commission's 
discretion, after consideration of the nature, complexity, and urgency 
of the subject matter, and with due regard for the public interest and 
the protection of investors, this time period will be either 30, 75, or 
120 days. The time period will run from the occurrence of the following 
events:
    (A) The completion of post-hearing briefing in a proceeding where 
the hearing has been completed; or
    (B) The completion of briefing on a Sec. 201.250 motion in the event 
the hearing officer has determined that no hearing is necessary; or
    (C) The determination by the hearing officer that, pursuant to 
Sec. 201.155, a party is deemed to be in default and no hearing is 
necessary.
    (ii) Hearing. Under the 120-day timeline, the hearing officer shall 
issue an order scheduling the hearing to begin approximately four months 
(but no more than ten months) from the date of service of the order 
instituting the proceeding. Under the 75-day timeline, the hearing 
officer shall issue an order scheduling the hearing to begin 
approximately 2\1/2\ months (but no more than six months) from the date 
of service of the order instituting the proceeding. Under the 30-day 
timeline, the hearing officer shall issue an order scheduling the 
hearing to begin approximately one month (but no more than four months) 
from the date of service of the order instituting the proceeding. These 
deadlines confer no substantive rights on respondents. If a stay is 
granted pursuant to Sec. 201.161(c)(2)(i) or Sec. 201.210(c)(3), the 
time period specified in the order instituting proceedings in which the 
hearing officer's initial decision must be filed with the Secretary, as 
well as any other time limits established in orders issued by the 
hearing officer in the proceeding, shall be automatically tolled during 
the period while the stay is in effect.
    (3) Certification of extension; motion for extension. (i) In the 
event that the hearing officer presiding over the proceeding determines 
that it will not be possible to file the initial decision within the 
specified period of time, the hearing officer may certify to the 
Commission in writing the need to extend the initial decision deadline 
by up to 30 days for case management purposes. The certification must be 
issued no later than 30 days prior to the expiration of the time 
specified for the issuance of an initial decision and be served on the 
Commission and all parties in the proceeding. If the Commission has not 
issued an order to the contrary within 14 days after receiving the 
certification, the extension set forth in the hearing officer's 
certification shall take effect.

[[Page 170]]

    (ii) Either in addition to a certification of extension, or instead 
of a certification of extension, the Chief Administrative Law Judge may 
submit a motion to the Commission requesting an extension of the time 
period for filing the initial decision. First, the hearing officer 
presiding over the proceeding must consult with the Chief Administrative 
Law Judge. Following such consultation, the Chief Administrative Law 
Judge may determine, in his or her discretion, to submit a motion to the 
Commission requesting an extension of the time period for filing the 
initial decision. This motion may request an extension of any length but 
must be filed no later than 15 days prior to the expiration of the time 
specified in the certification of extension, or if there is no 
certification of extension, 30 days prior to the expiration of the time 
specified in the order instituting proceedings. The motion will be 
served upon all parties in the proceeding, who may file with the 
Commission statements in support of or in opposition to the motion. If 
the Commission determines that additional time is necessary or 
appropriate in the public interest, the Commission shall issue an order 
extending the time period for filing the initial decision.
    (iii) The provisions of this paragraph (a)(3) confer no rights on 
respondents.
    (b) Content. An initial decision shall include findings and 
conclusions, and the reasons or basis therefor, as to all the material 
issues of fact, law or discretion presented on the record and the 
appropriate order, sanction, relief, or denial thereof. The initial 
decision shall also state the time period, not to exceed 21 days after 
service of the decision, except for good cause shown, within which a 
petition for review of the initial decision may be filed. The reasons 
for any extension of time shall be stated in the initial decision. The 
initial decision shall also include a statement that, as provided in 
paragraph (d) of this section:
    (1) The Commission will enter an order of finality as to each party 
unless a party or an aggrieved person entitled to review timely files a 
petition for review of the initial decision or a motion to correct a 
manifest error of fact in the initial decision with the hearing officer, 
or the Commission determines on its own initiative to review the initial 
decision; and
    (2) If a party or an aggrieved person entitled to review timely 
files a petition for review or a motion to correct a manifest error of 
fact in the initial decision with the hearing officer, or if the 
Commission takes action to review as to a party or an aggrieved person 
entitled to review, the initial decision shall not become final as to 
that party or person.
    (c) Filing, service and publication. The Secretary shall promptly 
serve the initial decision upon the parties and shall promptly publish 
notice of the filing thereof on the SEC Web site. Thereafter, the 
Secretary shall publish the initial decision in the SEC Docket; 
provided, however, that in nonpublic proceedings no notice shall be 
published unless the Commission otherwise directs.
    (d) Finality. (1) If a party or an aggrieved person entitled to 
review timely files a petition for review or a motion to correct a 
manifest error of fact in the initial decision, or if the Commission on 
its own initiative orders review of a decision with respect to a party 
or a person aggrieved who would be entitled to review, the initial 
decision shall not become final as to that party or person.
    (2) If a party or aggrieved person entitled to review fails to file 
timely a petition for review or a motion to correct a manifest error of 
fact in the initial decision, and if the Commission does not order 
review of a decision on its own initiative, the Commission will issue an 
order that the decision has become final as to that party. The decision 
becomes final upon issuance of the order. The order of finality shall 
state the date on which sanctions, if any, take effect. Notice of the 
order shall be published in the SEC Docket and on the SEC Web site.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35789, June 17, 2003; 
69 FR 13178, Mar. 19, 2004; 81 FR 50239, July 29, 2016]

[[Page 171]]

             Appeal to the Commission and Commission Review



Sec. 201.400  Interlocutory review.

    (a) Availability. The Commission may, at any time, on its own 
motion, direct that any matter be submitted to it for review. Petitions 
by parties for interlocutory review are disfavored, and the Commission 
ordinarily will grant a petition to review a hearing officer ruling 
prior to its consideration of an initial decision only in extraordinary 
circumstances. The Commission may decline to consider a ruling certified 
by a hearing officer pursuant to paragraph (c) of this section or the 
petition of a party who has been denied certification if it determines 
that interlocutory review is not warranted or appropriate under the 
circumstances. This section is the exclusive remedy for review of a 
hearing officer's ruling prior to Commission consideration of the entire 
proceeding and is the sole mechanism for appeal of actions delegated 
pursuant to Secs. 200.30-9 and 200.30-10 of this chapter.
    (b) Expedited consideration. Interlocutory review of a hearing 
officer's ruling shall be expedited in every way, consistent with the 
Commission's other responsibilities.
    (c) Certification process. A ruling submitted to the Commission for 
interlocutory review must be certified in writing by the hearing officer 
and shall specify the material relevant to the ruling involved. The 
hearing officer shall not certify a ruling unless:
    (1) His or her ruling would compel testimony of Commission members, 
officers or employees or the production of documentary evidence in their 
custody; or
    (2) Upon application by a party, within five days of the hearing 
officer's ruling, the hearing officer is of the opinion that:
    (i) The ruling involves a controlling question of law as to which 
there is substantial ground for difference of opinion; and
    (ii) An immediate review of the order may materially advance the 
completion of the proceeding.
    (d) Proceedings not stayed. The filing of an application for review 
or the grant of review shall not stay proceedings before the hearing 
officer unless he or she, or the Commission, shall so order. The 
Commission will not consider the motion for a stay unless the motion 
shall have first been made to the hearing officer.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec. 201.401  Consideration of stays.

    (a) Procedure. A request for a stay shall be made by written motion, 
filed pursuant to Sec. 201.154, and served on all parties pursuant to 
Sec. 201.150. The motion shall state the reasons for the relief 
requested and the facts relied upon, and, if the facts are subject to 
dispute, the motion shall be supported by affidavits or other sworn 
statements or copies thereof. Portions of the record relevant to the 
relief sought, if available to the movant, shall be filed with the 
motion. The Commission may issue a stay based on such motion or on its 
own motion.
    (b) Scope of relief. The Commission may grant a stay in whole or in 
part, and may condition relief under this section upon such terms, or 
upon the implementation of such procedures, as it deems appropriate.
    (c) Stay of a Commission order. A motion for a stay of a Commission 
order may be made by any person aggrieved thereby who would be entitled 
to review in a federal court of appeals. A motion seeking to stay the 
effectiveness of a Commission order pending judicial review may be made 
to the Commission at any time during which the Commission retains 
jurisdiction over the proceeding.
    (d) Stay of an action by a self-regulatory organization--(1) 
Availability. A motion for a stay of an action by a self-regulatory 
organization for which the Commission is the appropriate regulatory 
agency, for which action review may be sought pursuant to Sec. 201.420, 
may be made by any person aggrieved thereby at the time an application 
for review is filed in accordance with Sec. 201.420 or thereafter.
    (2) Summary entry. A stay may be entered summarily, without notice 
and opportunity for hearing.
    (3) Expedited consideration. Where the action complained of has 
already taken effect and the motion for stay is filed within 10 days of 
the effectiveness of

[[Page 172]]

the action, or where the action complained of, will, by its terms, take 
effect within five days of the filing of the motion for stay, the 
consideration of and decision on the motion for a stay shall be 
expedited in every way, consistent with the Commission's other 
responsibilities. Where consideration will be expedited, persons 
opposing the motion for a stay may file a statement in opposition within 
two days of service of the motion unless the Commission, by written 
order, shall specify a different period.
    (e) Lifting of stay of action by the Public Company Accounting 
Oversight Board--(1) Availability. Any person aggrieved by a stay of 
action by the Board entered in accordance with 15 U.S.C. 7215(e) for 
which review has been sought pursuant to Sec. 201.440 or which the 
Commission has taken up on its motion pursuant to Sec. 201.441 may make 
a motion to lift the stay. The Commission may, at any time, on its own 
motion determine whether to lift the automatic stay.
    (2) Summary action. The Commission may lift a stay summarily, 
without notice and opportunity for hearing.
    (3) Expedited consideration. The Commission may expedite 
consideration of a motion to lift a stay of Board action, consistent 
with the Commission's other responsibilities. Where consideration is 
expedited, persons opposing the lifting of the stay may file a statement 
in opposition within two days of service of the motion requesting 
lifting of the stay unless the Commission, by written order, shall 
specify a different period.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13178, Mar. 19, 2004]



Sec. 201.410  Appeal of initial decisions by hearing officers.

    (a) Petition for review; when available. In any proceeding in which 
an initial decision is made by a hearing officer, any party, and any 
other person who would have been entitled to judicial review of the 
decision entered therein if the Commission itself had made the decision, 
may file a petition for review of the decision with the Commission.
    (b) Procedure. The petition for review of an initial decision shall 
be filed with the Commission within such time after service of the 
initial decision as prescribed by the hearing officer pursuant to 
Sec. 201.360(b) unless a party has filed a motion to correct an initial 
decision with the hearing officer. If such correction has been sought, a 
party shall have 21 days from the date of the hearing officer's order 
resolving the motion to correct to file a petition for review. The 
petition shall set forth a statement of the issues presented for review 
under Sec. 201.411(b). In the event a petition for review is filed, any 
other party to the proceeding may file a cross-petition for review 
within the original time allowed for seeking review or within ten days 
from the date that the petition for review was filed, whichever is 
later.
    (c) Length limitation. Except with leave of the Commission, the 
petition for review shall not exceed three pages in length. 
Incorporation of pleadings or filings by reference into the petition is 
not permitted. Motions to file petitions in excess of those limitations 
are disfavored.
    (d) Financial disclosure statement requirement. Any person who files 
a petition for review of an initial decision that asserts that person's 
inability to pay either disgorgement, interest or a penalty shall file 
with the opening brief a sworn financial disclosure statement containing 
the information specified in Sec. 201.630(b).
    (e) Prerequisite to judicial review. Pursuant to Section 704 of the 
Administrative Procedure Act, 5 U.S.C. 704, a petition to the Commission 
for review of an initial decision is a prerequisite to the seeking of 
judicial review of a final order entered pursuant to such decision.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004; 
81 FR 50240, July 29, 2016]



Sec. 201.411  Commission consideration of initial decisions by 
hearing officers.

    (a) Scope of review. The Commission may affirm, reverse, modify, set 
aside or remand for further proceedings, in whole or in part, an initial 
decision by a hearing officer and may make any findings or conclusions 
that in its judgment are proper and on the basis of the record.

[[Page 173]]

    (b) Standards for granting review pursuant to a petition for 
review--(1) Mandatory review. After a petition for review has been 
filed, the Commission shall review any initial decision that:
    (i) Denies any request for action pursuant to Section 8(a) or 
Section 8(c) of the Securities Act of 1933, 15 U.S.C. 77h(a), (c), or 
the first sentence of Section 12(d) of the Exchange Act, 15 U.S.C. 
78l(d);
    (ii) Suspends trading in a security pursuant to Section 12(k) of the 
Exchange Act, 15 U.S.C. 78l(k); or
    (iii) Is in a case of adjudication (as defined in 5 U.S.C. 551) not 
required to be determined on the record after notice and opportunity for 
hearing (except to the extent there is involved a matter described in 5 
U.S.C. 554(a) (1) through (6)).
    (2) Discretionary review. The Commission may decline to review any 
other decision. In determining whether to grant review, the Commission 
shall consider whether the petition for review makes a reasonable 
showing that:
    (i) A prejudicial error was committed in the conduct of the 
proceeding; or
    (ii) The decision embodies:
    (A) A finding or conclusion of material fact that is clearly 
erroneous; or
    (B) A conclusion of law that is erroneous; or
    (C) An exercise of discretion or decision of law or policy that is 
important and that the Commission should review.
    (c) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any initial 
decision, or any portion of any initial decision, within 21 days after 
the end of the period established for filing a petition for review 
pursuant to Sec. 201.410(b). A party who does not intend to file a 
petition for review, and who desires the Commission's determination 
whether to order review on its own initiative to be made in a shorter 
time, may make a motion for an expedited decision, accompanied by a 
written statement that the party waives its right to file a petition for 
review. The vote of one member of the Commission, conveyed to the 
Secretary, shall be sufficient to bring a matter before the Commission 
for review.
    (d) Limitations on matters reviewed. Review by the Commission of an 
initial decision shall be limited to the issues specified in an opening 
brief that complies with Sec. 201.450(b), or the issues, if any, 
specified in the briefing schedule order issued pursuant to 
Sec. 201.450(a). Any exception to an initial decision not supported in 
an opening brief that complies with Sec. 201.450(b) may, at the 
discretion of the Commission, be deemed to have been waived by the 
petitioner. On notice to all parties, however, the Commission may, at 
any time prior to issuance of its decision, raise and determine any 
other matters that it deems material, with opportunity for oral or 
written argument thereon by the parties.
    (e) Summary affirmance. (1) At any time within 21 days after the 
filing of a petition for review pursuant to Sec. 201.410(b), any party 
may file a motion in accordance with Sec. 201.154 asking that the 
Commission summarily affirm an initial decision. Any party may file an 
opposition and reply to such motion in accordance with Sec. 201.154. 
Pending determination of the motion for summary affirmance, the 
Commission, in its discretion, may delay issuance of a briefing schedule 
order pursuant to Sec. 201.450.
    (2) Upon consideration of the motion and any opposition or upon its 
own initiative, the Commission may summarily affirm an initial decision. 
The Commission may grant summary affirmance if it finds that no issue 
raised in the initial decision warrants consideration by the Commission 
of further oral or written argument. The Commission will decline to 
grant summary affirmance upon a reasonable showing that a prejudicial 
error was committed in the conduct of the proceeding or that the 
decision embodies an exercise of discretion or decision of law or policy 
that is important and that the Commission should review.
    (f) Failure to obtain a majority. In the event a majority of 
participating Commissioners do not agree to a disposition on the merits, 
the initial decision shall be of no effect, and an order will

[[Page 174]]

be issued in accordance with this result.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005; 81 FR 50240, July 29, 2016]



Sec. 201.420  Appeal of determinations by self-regulatory organizations.

    (a) Application for review; when available. An application for 
review by the Commission may be filed by any person who is aggrieved by 
a determination of a self-regulatory organization with respect to any:
    (1) Final disciplinary sanction;
    (2) Denial or conditioning of membership or participation;
    (3) Prohibition or limitation in respect to access to services 
offered by that self-regulatory organization or a member thereof; or
    (4) Bar from association as to which a notice is required to be 
filed with the Commission pursuant to Section 19(d)(1) of the Exchange 
Act, 15 U.S.C. 78s(d)(1).
    (b) Procedure. As required by section 19(d)(1) of the Securities 
Exchange Act of 1934, 15 U.S.C. 78s(d)(1), an applicant must file an 
application for review with the Commission within 30 days after the 
notice of the determination is filed with the Commission and received by 
the aggrieved person applying for review. The Commission will not extend 
this 30-day period, absent a showing of extraordinary circumstances. 
This section is the exclusive remedy for seeking an extension of the 30-
day period.
    (c) Application. The application shall be filed with the Commission 
pursuant to Sec. 201.151. The applicant shall serve the application on 
the self-regulatory organization. The application shall identify the 
determination complained of and set forth in summary form a brief 
statement of the alleged errors in the determination and supporting 
reasons therefor. The application shall state an address where the 
applicant can be served. The application should not exceed two pages in 
length. If the applicant will be represented by a representative, the 
application shall be accompanied by the notice of appearance required by 
Sec. 201.102(d). Any exception to a determination not supported in an 
opening brief that complies with Sec. 201.450(b) may, at the discretion 
of the Commission, be deemed to have been waived by the applicant.
    (d) Determination not stayed. Filing an application for review with 
the Commission pursuant to paragraph (b) of this section shall not 
operate as a stay of the complained of determination made by the self-
regulatory organization unless the Commission otherwise orders either 
pursuant to a motion filed in accordance with Sec. 201.401 or on its own 
motion.
    (e) Certification of the record; service of the index. Fourteen days 
after receipt of an application for review or a Commission order for 
review, the self-regulatory organization shall certify and file with the 
Commission one copy of the record upon which the action complained of 
was taken, and shall file with the Commission three copies of an index 
to such record, and shall serve upon each party one copy of the index.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13179, Mar. 19, 2004; 
81 FR 50240, July 29, 2016]



Sec. 201.421  Commission consideration of determinations by 
self-regulatory organizations.

    (a) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any 
determination by a self-regulatory organization that could be subject to 
an application for review pursuant to Sec. 201.420(a) within 40 days 
after notice thereof was filed with the Commission pursuant to Section 
19(d)(1) of the Exchange Act, 15 U.S.C. 78s(d)(1).
    (b) Supplemental briefing. The Commission may at any time prior to 
issuance of its decision raise or consider any matter that it deems 
material, whether or not raised by the parties. Notice to the parties 
and an opportunity for supplemental briefing with respect to issues not 
briefed by the parties shall be given where the Commission believes that 
such briefing would significantly aid the decisional process.



Sec. 201.430  Appeal of actions made pursuant to delegated authority.

    (a) Scope of rule. Any person aggrieved by an action made by 
authority

[[Page 175]]

delegated in Secs. 200.30-1 through 200.30-8 or Secs. 200.30-11 through 
200.30-18 of this chapter may seek review of the action pursuant to 
paragraph (b) of this section.
    (b) Procedure--(1) Notice of intention to petition for review. A 
party to an action made pursuant to delegated authority, or a person 
aggrieved by such action, may seek Commission review of the action by 
filing a written notice of intention to petition for review within five 
days after actual notice of the action to that party or aggrieved 
person, or 15 days after publication of the notice of action in the 
Federal Register, or five days after service of notice of the action on 
that party or aggrieved person pursuant to Sec. 201.141(b), whichever is 
the earliest.
    (2) Petition for review. Within five days after the filing of a 
notice of intention to petition for review pursuant to paragraph (b)(1) 
of this section, the person seeking review shall file a petition for 
review containing a clear and concise statement of the issues to be 
reviewed and the reasons why review is appropriate. The petition shall 
include exceptions to any findings of fact or conclusions of law made, 
together with supporting reasons for such exceptions based on 
appropriate citations to such record as may exist. These reasons may be 
stated in summary form.
    (c) Prerequisite to judicial review. Pursuant to Section 704 of the 
Administrative Procedure Act, 5 U.S.C. 704, a petition to the Commission 
for review of an action made by authority delegated in Secs. 200.30-1 
through 200.30-18 of this chapter is a prerequisite to the seeking of 
judicial review of a final order entered pursuant to such an action. 
Pursuant to 15 U.S.C. 7214(h)(2), any decision by the Commission 
pursuant to 200.30-11 shall not be reviewable under 15 U.S.C. 78y and 
shall not be deemed 'final agency action' for purposes of 5 U.S.C. 704.

[60 FR 32796, June 23, 1995; 60 FR 46500, Sept. 7, 1995, as amended at 
69 FR 13179, Mar. 19, 2004; 70 FR 72570, Dec. 5, 2005; 75 FR 47449, Aug. 
6, 2010]



Sec. 201.431  Commission consideration of actions made pursuant to 
delegated authority.

    (a) Scope of review. The Commission may affirm, reverse, modify, set 
aside or remand for further proceedings, in whole or in part, any action 
made pursuant to authority delegated in Secs. 200.30-1 through 200.30-18 
of this chapter.
    (b) Standards for granting review pursuant to a petition for 
review--(1) Mandatory review. After a petition for review has been 
filed, the Commission shall review any action that it would be required 
to review pursuant to Sec. 201.411(b)(1) if the action was made as the 
initial decision of a hearing officer.
    (2) Discretionary review. The Commission may decline to review any 
other action. In determining whether to grant review, the Commission 
shall consider the factors set forth in Sec. 201.411(b)(2).
    (c) Commission review other than pursuant to a petition for review. 
The Commission may, on its own initiative, order review of any action 
made pursuant to delegated authority at any time, provided, however, 
that where there are one or more parties to the matter, such review 
shall not be ordered more than ten days after the action. The vote of 
one member of the Commission, conveyed to the Secretary, shall be 
sufficient to bring a matter before the Commission for review.
    (d) Required items in an order for review. In an order granting a 
petition for review or directing review on the Commission's own 
initiative, the Commission shall set forth the time within which any 
party or other person may file a statement in support of or in 
opposition to the action made by delegated authority and shall state 
whether a stay shall be granted, if none is in effect, or shall be 
continued, if in effect pursuant to paragraph (e) of this section.
    (e) Automatic stay of delegated action. An action made pursuant to 
delegated authority shall have immediate effect and be deemed the action 
of the Commission. Upon filing with the Commission of a notice of 
intention to petition for review, or upon notice to the Secretary of the 
vote of a Commissioner that a matter be reviewed, an action

[[Page 176]]

made pursuant to delegated authority shall be stayed until the 
Commission orders otherwise, provided, however, there shall be no 
automatic stay of an action:
    (1) To grant a stay of action by the Commission or a self-regulatory 
organization as authorized by 17 CFR 200.30-14(g) (5)-(6); or
    (2) To commence a subpoena enforcement proceeding as authorized by 
17 CFR 200.30-4(a)(10).
    (f) Effectiveness of stay or of Commission decision to modify or 
reverse a delegated action. As against any person who shall have acted 
in reliance upon any action at a delegated level, any stay or any 
modification or reversal by the Commission of such action shall be 
effective only from the time such person receives actual notice of such 
stay, modification or reversal.

[60 FR 32796, June 23, 1995; 60 FR 46500, Sept. 7, 1995]



Sec. 201.440  Appeal of determinations by the Public Company
Accounting Oversight Board.

    (a) Application for review; when available. Any person who is 
aggrieved by a determination of the Board with respect to any final 
disciplinary sanction, including disapproval of a completed application 
for registration of a public accounting firm, may file an application 
for review.
    (b) Procedure. An aggrieved person may file an application for 
review with the Commission pursuant to Sec. 201.151 within 30 days after 
the notice filed by the Board of its determination with the Commission 
pursuant to 17 CFR 240.19d-4 is received by the aggrieved person 
applying for review. The applicant shall serve the application on the 
Board at the same time. The application shall identify the determination 
complained of, set forth in summary form a brief statement of alleged 
errors in the determination and supporting reasons therefor, and state 
an address where the applicant can be served. The application should not 
exceed two pages in length. The notice of appearance required by 
Sec. 201.102(d) shall accompany the application. Any exception to a 
determination not supported in an opening brief that complies with 
Sec. 201.450(b) may, at the discretion of the Commission, be deemed to 
have been waived by the applicant.
    (c) Stay of determination. Filing an application for review with the 
Commission pursuant to paragraph (b) of this section operates as a stay 
of the Board's determination unless the Commission otherwise orders 
either pursuant to a motion filed in accordance with Sec. 201.401(e) or 
upon its own motion.
    (d) Certification of the record; service of the index. Within 
fourteen days after receipt of an application for review, the Board 
shall certify and file with the Commission one copy of the record upon 
which it took the complained-of action. The Board shall file with the 
Commission three copies of an index of such record, and shall serve one 
copy of the index on each party.

[69 FR 13179, Mar. 19, 2004, as amended at 81 FR 50241, July 29, 2016]



Sec. 201.441  Commission consideration of Board determinations.

    (a) Commission review other than pursuant to an application for 
review. The Commission may, on its own initiative, order review of any 
final disciplinary sanction, including disapproval of a completed 
application for registration of a public accounting firm, imposed by the 
Board that could be subject to an application for review pursuant to 
Sec. 201.440(a) within 40 days after the Board filed notice thereof 
pursuant to Sec. 240.19d-4 of this chapter.
    (b) Supplemental briefing. The Commission may at any time prior to 
the issuance of its decision raise or consider any matter that it deems 
material, whether or not raised by the parties. The Commission will give 
notice to the parties and an opportunity for supplemental briefing with 
respect to issues not briefed by the parties where the Commission 
believes that such briefing could significantly aid the decisional 
process.

[69 FR 13179, Mar. 19, 2004]



Sec. 201.450  Briefs filed with the Commission.

    (a) Briefing schedule order. Other than review ordered pursuant to 
Sec. 201.431, if review of a determination is mandated by statute, rule, 
or judicial order or the Commission determines to grant

[[Page 177]]

review as a matter of discretion, the Commission shall issue a briefing 
schedule order directing the party or parties to file opening briefs and 
specifying particular issues, if any, as to which briefing should be 
limited or directed. Unless otherwise provided, opening briefs shall be 
filed within 30 days of the date of the briefing schedule order. 
Opposition briefs shall be filed within 30 days after the date opening 
briefs are due. Reply briefs shall be filed within 14 days after the 
date opposition briefs are due. No briefs in addition to those specified 
in the briefing schedule order may be filed except with leave of the 
Commission. The briefing schedule order shall be issued:
    (1) At the time the Commission orders review on its own initiative 
pursuant to Secs. 201.411 or 201.421, or orders interlocutory review on 
its own motion pursuant to Sec. 201.400(a); or
    (2) Within 21 days, or such longer time as provided by the 
Commission, after:
    (i) The last day permitted for filing a petition for review pursuant 
to Sec. 201.410(b) or a brief in opposition to a petition for review 
pursuant to Sec. 201.410(d);
    (ii) Receipt by the Commission of an index to the record of a 
determination of a self-regulatory organization filed pursuant to 
Sec. 201.420(d);
    (iii) Receipt by the Commission of an index to the record of a 
determination by the Board filed pursuant to Sec. 201.440(d);
    (iv) Receipt by the Commission of the mandate of a court of appeals 
with respect to a judicial remand; or
    (v) Certification of a ruling for interlocutory review pursuant to 
Sec. 201.400(c).
    (b) Contents of briefs. Briefs shall be confined to the particular 
matters at issue. Each exception to the findings or conclusions being 
reviewed shall be stated succinctly. Exceptions shall be supported by 
citation to the relevant portions of the record, including references to 
the specific pages relied upon, and by concise argument including 
citation of such statutes, decisions and other authorities as may be 
relevant. If the exception relates to the admission or exclusion of 
evidence, the substance of the evidence admitted or excluded shall be 
set forth in the brief, or by citation to the record. Reply briefs shall 
be confined to matters in opposition briefs of other parties; except as 
otherwise determined by the Commission in its discretion, any argument 
raised for the first time in a reply brief shall be deemed to have been 
waived.
    (c) Length limitation. Except with leave of the Commission, opening 
and opposition briefs shall not exceed 14,000 words and reply briefs 
shall not exceed 7,000 words, exclusive of pages containing the table of 
contents, table of authorities, and any addendum that consists solely of 
copies of applicable cases, pertinent legislative provisions or rules, 
and exhibits. Incorporation of pleadings or filings by reference into 
briefs submitted to the Commission is not permitted. Motions to file 
briefs in excess of these limitations are disfavored.
    (d) Certificate of compliance. An opening or opposition brief that 
does not exceed 30 pages in length, exclusive of pages containing the 
table of contents, table of authorities, and any addendum that consists 
solely of copies of applicable cases, pertinent legislative provisions, 
or rules and exhibits, is presumptively considered to contain no more 
than 14,000 words. A reply brief that does not exceed 15 pages in 
length, exclusive of pages containing the table of contents, table of 
authorities, and any addendum that consists solely of copies of 
applicable cases, pertinent legislative provisions, or rules and 
exhibits is presumptively considered to contain no more than 7,000 
words. Any brief that exceeds these page limits must include a 
certificate by the party's representative, or an unrepresented party, 
stating that the brief complies with the requirements set forth in 
paragraph (c) of this section and stating the number of words in the 
brief. The person preparing the certificate may rely on the word count 
of the word-processing system used to prepare the brief.

[60 FR 32796, June 23, 1995, as amended at 68 FR 35789, June 17, 2003; 
69 FR 13180, Mar. 19, 2004; 81 FR 50241, July 29, 2016]



Sec. 201.451  Oral argument before the Commission.

    (a) Availability. The Commission, on its own motion or the motion of 
a

[[Page 178]]

party or any other aggrieved person entitled to Commission review, may 
order oral argument with respect to any matter. Motions for oral 
argument with respect to whether to affirm all or part of an initial 
decision by a hearing officer shall be granted unless exceptional 
circumstances make oral argument impractical or inadvisable. The 
Commission will consider appeals, motions and other matters properly 
before it on the basis of the papers filed by the parties without oral 
argument unless the Commission determines that the presentation of facts 
and legal arguments in the briefs and record and the decisional process 
would be significantly aided by oral argument.
    (b) Procedure. Requests for oral argument shall be made by separate 
motion accompanying the initial brief on the merits. The Commission 
shall issue an order as to whether oral argument is to be heard, and if 
so, the time and place therefor. If oral argument is granted, the time 
fixed for oral argument shall be changed only by written order of the 
Commission, for good cause shown. The order shall state at whose request 
the change is made and the reasons for any such changes. No visual aids 
may be used at oral argument unless copies have been provided to the 
Commission and all parties at least five business days before the 
argument is to be held.
    (c) Time allowed. Unless the Commission orders otherwise, not more 
than one half-hour per side will be allowed for oral argument. The 
Commission may, in its discretion, determine that several persons have a 
common interest, and that the interests represented will be considered a 
single side for purposes of allotting time for oral argument. Time will 
be divided equally among persons on a single side, provided, however, 
that by mutual agreement they may reallocate their time among 
themselves. A request for additional time must be made by motion filed 
reasonably in advance of the date fixed for argument.
    (d) Participation of Commissioners. A member of the Commission who 
was not present at the oral argument may participate in the decision of 
the proceeding, provided that the member has reviewed the transcript of 
such argument prior to such participation. The decision shall state 
whether the required review was made.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004]



Sec. 201.452  Additional evidence.

    Upon its own motion or the motion of a party, the Commission may 
allow the submission of additional evidence. A party may file a motion 
for leave to adduce additional evidence at any time prior to issuance of 
a decision by the Commission. Such motion shall show with particularity 
that such additional evidence is material and that there were reasonable 
grounds for failure to adduce such evidence previously. The Commission 
may accept or hear additional evidence, may remand the proceeding to a 
self-regulatory organization, or may remand or refer the proceeding to a 
hearing officer for the taking of additional evidence, as appropriate.



Sec. 201.460  Record before the Commission.

    The Commission shall determine each matter on the basis of the 
record.
    (a) Contents of the record. (1) In proceedings for final decision 
before the Commission other than those reviewing a determination by a 
self-regulatory organization, the record shall consist of:
    (i) All items part of the record below in accordance with 
Sec. 201.350;
    (ii) Any petitions for review, cross-petitions or oppositions; and
    (iii) All briefs, motions, submissions and other papers filed on 
appeal or review.
    (2) In a proceeding for final decision before the Commission 
reviewing a determination by a self-regulatory organization, the record 
shall consist of:
    (i) The record certified pursuant to Sec. 201.420(d) by the self-
regulatory organization;
    (ii) Any application for review; and
    (iii) Any submissions, moving papers, and briefs filed on appeal or 
review.
    (3) In a proceeding for final decision before the Commission 
reviewing a determination of the Board, the record shall consist of:
    (i) The record certified pursuant to Sec. 201.440(d) by the Board;
    (ii) Any application for review; and

[[Page 179]]

    (iii) Any submissions, moving papers, and briefs filed on appeal or 
review.
    (b) Transmittal of record to Commission. Within 14 days after the 
last date set for filing briefs or such later date as the Commission 
directs, the Secretary shall transmit the record to the Commission.
    (c) Review of documents not admitted. Any document offered in 
evidence but excluded by the hearing officer or the Commission and any 
document marked for identification but not offered as an exhibit shall 
not be considered a part of the record before the Commission on appeal 
but shall be transmitted to the Commission by the Secretary if so 
requested by the Commission. In the event that the Commission does not 
request the document, the Secretary shall retain the document not 
admitted into the record until the later of:
    (1) The date upon which the Commission's order becomes final, or
    (2) The conclusion of any judicial review of that order.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004]



Sec. 201.470  Reconsideration.

    (a) Scope of rule. A party or any person aggrieved by a 
determination in a proceeding may file a motion for reconsideration of a 
final order issued by the Commission.
    (b) Procedure. A motion for reconsideration shall be filed within 10 
days after service of the order complained of, or within such time as 
the Commission may prescribe upon motion for extension of time filed by 
the person seeking reconsideration, if the motion is made within the 
foregoing 10-day period. The motion for reconsideration shall briefly 
and specifically state the matters of record alleged to have been 
erroneously decided, the grounds relied upon, and the relief sought. A 
motion for reconsideration shall conform to the requirements, including 
the limitation on the numbers of words, provided in Sec. 201.154. No 
response to a motion for reconsideration shall be filed unless requested 
by the Commission. Any response so requested shall comply with 
Sec. 201.154.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Sec. 201.490  Receipt of petitions for judicial review pursuant to
28 U.S.C. 2112(a)(1).

    The Commission officer and office designated pursuant to 28 U.S.C. 
2112(a)(1) to receive copies of petitions for review of Commission 
orders from the persons instituting review in a court of appeals, are 
the Secretary and the Office of the Secretary at the Commission's 
Headquarters. Ten copies of each petition shall be submitted. Each copy 
shall state on its face that it is being submitted to the Commission 
pursuant to 28 U.S.C. 2112 by the person or persons who filed the 
petition in the court of appeals.

           Rules Relating to Temporary Orders and Suspensions



Sec. 201.500  Expedited consideration of proceedings.

    Consistent with the Commission's or the hearing officer's other 
responsibilities, every hearing shall be held and every decision shall 
be rendered at the earliest possible time in connection with:
    (a) An application for a temporary sanction, as defined in 
Sec. 201.101(a), or a proceeding to determine whether a temporary 
sanction should be made permanent;
    (b) A motion or application to review an order suspending 
temporarily the effectiveness of an exemption from registration pursuant 
to Regulations A, B, E or F under the Securities Act, Secs. 230.258, 
230.336, 230.610 or 230.656 of this chapter; or,
    (c) A motion to or petition to review an order suspending 
temporarily the privilege of appearing before the Commission under 
Sec. 201.102(e)(3), or a sanction under Sec. 201.180(a)(1).



Sec. 201.510  Temporary cease-and-desist orders: Application process.

    (a) Procedure. A request for entry of a temporary cease-and-desist 
order shall be made by application filed by the Division of Enforcement. 
The application shall set forth the statutory provision or rule that 
each respondent is alleged to have violated; the temporary relief sought 
against each respondent, including whether the respondent would be 
required to take action to prevent

[[Page 180]]

the dissipation or conversion of assets; and whether the relief is 
sought ex parte.
    (b) Accompanying documents. The application shall be accompanied by 
a declaration of facts signed by a person with knowledge of the facts 
contained therein, a memorandum of points and authorities, a proposed 
order imposing the temporary relief sought, and, unless relief is sought 
ex parte, a proposed notice of hearing and order to show cause whether 
the temporary relief should be imposed. If a proceeding for a permanent 
cease-and-desist order has not already been commenced, a proposed order 
instituting proceedings to determine whether a permanent cease-and-
desist order should be imposed shall also be filed with the application.
    (c) With whom filed. The application shall be filed with the 
Secretary or, if the Secretary is unavailable, with the duty officer. In 
no event shall an application be filed with an administrative law judge.
    (d) Record of proceedings. Hearings, including ex parte 
presentations made by the Division of Enforcement pursuant to 
Sec. 201.513, shall be recorded or transcribed pursuant to Sec. 201.302.



Sec. 201.511  Temporary cease-and-desist orders: Notice; procedures
for hearing.

    (a) Notice: how given. Notice of an application for a temporary 
cease-and-desist order shall be made by serving a notice of hearing and 
order to show cause pursuant to Sec. 201.141(b) or, where timely service 
of a notice of hearing pursuant to Sec. 201.141(b) is not practicable, 
by any other means reasonably calculated to give actual notice that a 
hearing will be held, including telephonic notification of the general 
subject matter, time, and place of the hearing. If an application is 
made ex parte, pursuant to Sec. 201.513, no notice to a respondent need 
be given prior to the Commission's consideration of the application.
    (b) Hearing before the Commission. Except as provided in paragraph 
(d) of this section, hearings on an application for a temporary cease-
and-desist order shall be held before the Commission.
    (c) Presiding officer: designation. The Chairman shall preside or 
designate a Commissioner to preside at the hearing. If the Chairman is 
absent or unavailable at the time of hearing and no other Commissioner 
has been designated to preside, the duty officer on the day the hearing 
begins shall preside or designate another Commissioner to preside.
    (d) Procedure at hearing. (1) The presiding officer shall have all 
those powers of a hearing officer set forth in Sec. 201.111 and shall 
rule on the admissibility of evidence and other procedural matters, 
including, but not limited to whether oral testimony will be heard; the 
time allowed each party for the submission of evidence or argument; and 
whether post-hearing submission of briefs, proposed findings of fact and 
conclusions of law will be permitted and if so, the procedures for 
submission; provided, however, that the person presiding may consult 
with other Commissioners participating in the hearing on these or any 
other question of procedure.
    (2) Each Commissioner present at the hearing shall be afforded a 
reasonable opportunity to ask questions of witnesses, if any, or of 
counsel.
    (3) A party or witness may participate by telephone. Alternative 
means of remote access, including a video link, shall be permitted in 
the Commission's discretion. Factors the Commission may consider in 
determining whether to permit alternative means of remote access 
include, but are not limited to, whether allowing an alternative means 
of access will delay the hearing, whether the alternative means is 
reliable, and whether the party proposing its use has made arrangements 
to pay for its cost.
    (4) After a hearing has begun, the Commission may, on its own 
motion, or the motion of a party, assign a hearing officer to preside at 
the taking of oral testimony or other evidence and to certify the record 
of such testimony or other evidence to the Commission within a fixed 
period of time. No recommended or initial decision shall be made by such 
a hearing officer.

[[Page 181]]



Sec. 201.512  Temporary cease-and-desist orders: Issuance after 
notice and opportunity for hearing.

    (a) Basis for issuance. A temporary cease-and-desist order shall be 
issued only if the Commission determines that the alleged violation or 
threatened violation specified in an order instituting proceedings 
whether to enter a permanent cease-and-desist order pursuant to 
Securities Act Section 8A(a), 15 U.S.C. 77h-1(a), Exchange Act Section 
21C(a), 15 U.S.C. 78u-3(a), Investment Company Act Section 9(f)(1), 15 
U.S.C. 80a-9(f)(1), or Investment Advisers Act Section 203(k)(1), 15 
U.S.C. 80b-3(k)(1), or the continuation thereof, is likely to result in 
significant dissipation or conversion of assets, significant harm to 
investors, or substantial harm to the public interest, including, but 
not limited to, losses to the Securities Investor Protection 
Corporation, prior to the completion of proceedings on the permanent 
cease-and-desist order.
    (b) Content, scope and form of order. Every temporary cease-and-
desist order granted shall:
    (1) Describe the basis for its issuance, including the alleged or 
threatened violations and the harm that is likely to result without the 
issuance of an order;
    (2) Describe in reasonable detail, and not by reference to the order 
instituting proceedings or any other document, the act or acts the 
respondent is to take or refrain from taking; and
    (3) Be indorsed with the date and hour of issuance.
    (c) Effective upon service. A temporary cease-and-desist order is 
effective upon service upon the respondent.
    (d) Service: how made. Service of a temporary cease-and-desist order 
shall be made pursuant to Sec. 201.141(a). The person who serves the 
order shall promptly file a declaration of service identifying the 
person served, the method of service, the date of service, the address 
to which service was made and the person who made service; provided, 
however, failure to file such a declaration shall have no effect on the 
validity of the service.
    (e) Commission review. At any time after the respondent has been 
served with a temporary cease-and-desist order, the respondent may apply 
to the Commission to have the order set aside, limited or suspended. The 
application shall set forth with specificity the facts that support the 
request.



Sec. 201.513  Temporary cease-and-desist orders: Issuance without
prior notice and opportunity for hearing.

    In addition to the requirements for issuance of a temporary cease-
and-desist order set forth in Sec. 201.512, the following requirements 
shall apply if a temporary cease-and-desist order is to be entered 
without prior notice and opportunity for hearing:
    (a) Basis for issuance without prior notice and opportunity for 
hearing. A temporary cease-and-desist order may be issued without notice 
and opportunity for hearing only if the Commission determines, from 
specific facts in the record of the proceeding, that notice and hearing 
prior to entry of an order would be impracticable or contrary to the 
public interest.
    (b) Content of the order. An ex parte temporary cease-and-desist 
order shall state specifically why notice and hearing would have been 
impracticable or contrary to the public interest.
    (c) Hearing before the Commission. If a respondent has been served 
with a temporary cease-and-desist order entered without a prior 
Commission hearing, the respondent may apply to the Commission to have 
the order set aside, limited, or suspended, and if the application is 
made within 10 days after the date on which the order was served, may 
request a hearing on such application. The Commission shall hold a 
hearing and render a decision on the respondent's application at the 
earliest possible time. The hearing shall begin within two days of the 
filing of the application unless the applicant consents to a longer 
period or the Commission, by order, for good cause shown, sets a later 
date. The Commission shall render a decision on the application within 
five calendar days of its filing, provided, however, that the 
Commission, by order, for good cause shown, may extend the time within 
which a decision may be rendered for a single period of five calendar 
days, or such longer time as consented to by the applicant. If the 
Commission does not

[[Page 182]]

render its decision within 10 days of the respondent's application or 
such longer time as consented to by the applicant, the temporary order 
shall be suspended until a decision is rendered.
    (d) Presiding officer, procedure at hearing. Procedures with respect 
to the selection of a presiding officer and the conduct of the hearing 
shall be in accordance with Sec. 201.511.



Sec. 201.514  Temporary cease-and-desist orders: Judicial review;
duration.

    (a) Availability of judicial review. Judicial review of a temporary 
cease-and-desist order shall be available as provided in Section 
8A(d)(2) of the Securities Act, 15 U.S.C. 77h-1(d)(2), Section 21C(d)(2) 
of the Exchange Act, 15 U.S.C. 78u-3(d)(2), Section 9(f)(4)(B) of the 
Investment Company Act, 15 U.S.C. 80a-9(f)(4)(B), or Section 
203(k)(4)(B) of the Investment Advisers Act, 15 U.S.C. 80b-3(k)(4)(B).
    (b) Duration. Unless set aside, limited, or suspended, either by 
order of the Commission, a court of competent jurisdiction, or a hearing 
officer acting pursuant to Sec. 201.531, or by operation of 
Sec. 201.513, a temporary cease-and-desist order shall remain effective 
and enforceable until the earlier of:
    (1) The completion of the proceedings whether a permanent order 
shall be entered; or
    (2) 180 days, or such longer time as consented to by the respondent, 
after issuance of a briefing schedule order pursuant to Sec. 201.540(b), 
if an initial decision whether a permanent order should be entered is 
appealed.



Sec. 201.520  Suspension of registration of brokers, dealers, or 
other Exchange Act-registered entities: Application.

    (a) Procedure. A request for suspension of a registered broker, 
dealer, municipal securities dealer, government securities broker, 
government securities dealer, or transfer agent pending a final 
determination whether the registration shall be revoked shall be made by 
application filed by the Division of Enforcement. The application shall 
set forth the statutory provision or rule that each respondent is 
alleged to have violated and the temporary suspension sought as to each 
respondent.
    (b) Accompanying documents. The application shall be accompanied by 
a declaration of facts signed by a person with knowledge of the facts 
contained therein, a memorandum of points and authorities, a proposed 
order imposing the temporary suspension of registration sought, and a 
proposed notice of hearing and order to show cause whether the temporary 
suspension of registration should be imposed. If a proceeding to 
determine whether to revoke the registration permanently has not already 
been commenced, a proposed order instituting proceedings to determine 
whether a permanent sanction should be imposed shall also be filed with 
the application.
    (c) With whom filed. The application shall be filed with the 
Secretary or, if the Secretary is unavailable, with the duty officer. In 
no event shall an application be filed with an administrative law judge.
    (d) Record of hearings. All hearings shall be recorded or 
transcribed pursuant to Sec. 201.302.



Sec. 201.521  Suspension of registration of brokers, dealers, or
other Exchange Act-registered entities: Notice and opportunity for
hearing on application.

    (a) How given. Notice of an application to suspend a registration 
pursuant to Sec. 201.520 shall be made by serving a notice of hearing 
and order to show cause pursuant to Sec. 201.141(b) or, where timely 
service of a notice of hearing pursuant to Sec. 201.141(b) is not 
practicable, by any other means reasonably calculated to give actual 
notice that a hearing will be held, including telephonic notification of 
the general subject matter, time, and place of the hearing.
    (b) Hearing: before whom held. Except as provided in paragraph (d) 
of this section, hearings on an application to suspend a registration 
pursuant to Sec. 201.520 shall be held before the Commission.
    (c) Presiding officer: designation. The Chairman shall preside or 
designate a Commissioner to preside at the hearing. If the Chairman is 
absent or unavailable at the time of hearing and no other Commissioner 
has been designated to preside, the duty officer on

[[Page 183]]

the day the hearing begins shall preside or designate another 
Commissioner to preside.
    (d) Procedure at hearing. (1) The presiding officer shall have all 
those powers of a hearing officer set forth in Sec. 201.111 and shall 
rule on the admissibility of evidence and other procedural matters, 
including, but not limited to whether oral testimony will be heard; the 
time allowed each party for the submission of evidence or argument; and 
whether post-hearing submission of briefs, proposed findings of fact and 
conclusions of law will be permitted and if so, the procedures for 
submission; provided, however, that the person presiding may consult 
with other Commissioners participating in the hearing on these or any 
other question of procedure.
    (2) Each Commissioner present at the hearing shall be afforded a 
reasonable opportunity to ask questions of witnesses, if any, or 
counsel.
    (3) A party or witness may participate by telephone. Alternative 
means of remote access, including a video link, shall be permitted in 
the Commission's discretion. Factors the Commission may consider in 
determining whether to permit alternative means of remote access 
include, but are not limited to, whether allowing an alternative means 
of access will delay the hearing, whether the alternative means is 
reliable, and whether the party proposing its use has made arrangements 
to pay for its cost.
    (4) After a hearing has begun, the Commission may, on its own motion 
or the motion of a party, assign a hearing officer to preside at the 
taking of oral testimony or other evidence and to certify the record of 
such testimony or other evidence to the Commission within a fixed period 
of time. No recommended or initial decision shall be made.



Sec. 201.522  Suspension of registration of brokers, dealers, or other
Exchange Act-registered entities: Issuance and review of order.

    (a) Basis for issuance. An order suspending a registration, pending 
final determination as to whether the registration shall be revoked 
shall be issued only if the Commission finds that the suspension is 
necessary or appropriate in the public interest or for the protection of 
investors.
    (b) Content, scope and form of order. Each order suspending a 
registration shall:
    (1) Describe the basis for its issuance, including the alleged or 
threatened violations and the harm that is likely to result without the 
issuance of an order;
    (2) Describe in reasonable detail, and not by reference to the order 
instituting proceedings or any other document, the act or acts the 
respondent is to take or refrain from taking; and
    (3) Be indorsed with the date and hour of issuance.
    (c) Effective upon service. An order suspending a registration is 
effective upon service upon the respondent.
    (d) Service: how made. Service of an order suspending a registration 
shall be made pursuant to Sec. 201.141(a). The person who serves the 
order shall promptly file a declaration of service identifying the 
person served, the method of service, the date of service, the address 
to which service was made and the person who made service; provided, 
however, failure to file such a declaration shall have no effect on the 
validity of the service.
    (e) Commission review. At any time after the respondent has been 
served with an order suspending a registration, the respondent may apply 
to the Commission or the hearing officer to have the order set aside, 
limited, or suspended. The application shall set forth with specificity 
the facts that support the request.



Sec. 201.523  [Reserved]



Sec. 201.524  Suspension of registrations: Duration.

    Unless set aside, limited or suspended by order of the Commission, a 
court of competent jurisdiction, or a hearing officer acting pursuant to 
Sec. 201.531, an order suspending a registration shall remain effective 
and enforceable until the earlier of:
    (a) The completion of the proceedings whether the registration shall 
be permanently revoked; or
    (b) 180 days, or such longer time as consented to by the respondent, 
after

[[Page 184]]

issuance of a briefing schedule order pursuant to Sec. 201.540(b), if an 
initial decision whether the registration shall be permanently revoked 
is appealed.



Sec. 201.530  Initial decision on permanent order: Timing for submitting
proposed findings and preparation of decision.

    Unless otherwise ordered by the Commission or hearing officer, if a 
temporary cease-and-desist order or suspension of registration order is 
in effect, the following time limits shall apply to preparation of an 
initial decision as to whether such order should be made permanent:
    (a) Proposed findings and conclusions and briefs in support thereof 
shall be filed 30 days after the close of the hearing;
    (b) The record in the proceedings shall be served by the Secretary 
upon the hearing officer three days after the date for the filing of the 
last brief called for by the hearing officer; and
    (c) The initial decision shall be filed with the Secretary at the 
earliest possible time, but in no event more than 30 days after service 
of the record, unless the hearing officer, by order, shall extend the 
time for good cause shown for a period not to exceed 30 days.



Sec. 201.531  Initial decision on permanent order: Effect on temporary
order.

    (a) Specification of permanent sanction. If, at the time an initial 
decision is issued, a temporary sanction is in effect as to any 
respondent, the initial decision shall specify:
    (1) Which terms or conditions of a temporary cease-and-desist order, 
if any, shall become permanent; and
    (2) Whether a temporary suspension of a respondent's registration, 
if any, shall be made a permanent revocation of registration.
    (b) Modification of temporary order. If any temporary sanction shall 
not become permanent under the terms of the initial decision, the 
hearing officer shall issue a separate order setting aside, limiting or 
suspending the temporary sanction then in effect in accordance with the 
terms of the initial decision. The hearing officer shall decline to 
suspend a term or condition of a temporary cease-and-desist order if it 
is found that the continued effectiveness of such term or condition is 
necessary to effectuate any term of the relief ordered in the initial 
decision, including the payment of disgorgement, interest or penalties. 
An order modifying temporary sanctions shall be effective 14 days after 
service. Within one week of service of the order modifying temporary 
sanctions any party may seek a stay or modification of the order from 
the Commission pursuant to Sec. 201.401.



Sec. 201.540  Appeal and Commission review of initial decision making
a temporary order permanent.

    (a) Petition for review. Any person who seeks Commission review of 
an initial decision as to whether a temporary sanction shall be made 
permanent shall file a petition for review pursuant to Sec. 201.410, 
provided, however, that the petition must be filed within 10 days after 
service of the initial decision.
    (b) Review procedure. If the Commission determines to grant or order 
review, it shall issue a briefing schedule order pursuant to 
Sec. 201.450. Unless otherwise ordered by the Commission, opening briefs 
shall be filed within 21 days of the order granting or ordering review, 
and opposition briefs shall be filed within 14 days after opening briefs 
are filed. Reply briefs shall be filed within seven days after 
opposition briefs are filed. Oral argument, if granted by the 
Commission, shall be held within 90 days of the issuance of the briefing 
schedule order.



Sec. 201.550  Summary suspensions pursuant to Exchange Act 
Section 12(k)(1)(A).

    (a) Petition for termination of suspension. Any person adversely 
affected by a suspension pursuant to Section 12(k)(1)(A) of the Exchange 
Act, 15 U.S.C. 78l(k)(1)(A), who desires to show that such suspension is 
not necessary in the public interest or for the protection of investors 
may file a sworn petition with the Secretary, requesting that the 
suspension be terminated. The petition shall set forth the reasons why 
the petitioner believes that the suspension of trading should not 
continue and state with particularity the facts upon which the 
petitioner relies.

[[Page 185]]

    (b) Commission consideration of a petition. The Commission, in its 
discretion, may schedule a hearing on the matter, request additional 
written submissions, or decide the matter on the facts presented in the 
petition and any other relevant facts known to the Commission. If the 
petitioner fails to cooperate with, obstructs, or refuses to permit the 
making of an examination by the Commission, such conduct shall be 
grounds to deny the petition.

            Rules Regarding Disgorgement and Penalty Payments



Sec. 201.600  Interest on sums disgorged.

    (a) Interest required. Prejudgment interest shall be due on any sum 
required to be paid pursuant to an order of disgorgement. The 
disgorgement order shall specify each violation that forms the basis for 
the disgorgement ordered; the date which, for purposes of calculating 
disgorgement, each such violation was deemed to have occurred; the 
amount to be disgorged for each such violation; and the total sum to be 
disgorged. Prejudgment interest shall be due from the first day of the 
month following each such violation through the last day of the month 
preceding the month in which payment of disgorgement is made. The order 
shall state the amount of prejudgment interest owed as of the date of 
the disgorgement order and that interest shall continue to accrue on all 
funds owed until they are paid.
    (b) Rate of interest. Interest on the sum to be disgorged shall be 
computed at the underpayment rate of interest established under Section 
6621(a)(2) of the Internal Revenue Code, 26 U.S.C. 6621(a)(2), and shall 
be compounded quarterly. The Commission or the hearing officer may, by 
order, specify a lower rate of prejudgment interest as to any funds 
which the respondent has placed in an escrow or otherwise guaranteed for 
payment of disgorgement upon a final determination of the respondent's 
liability. Escrow and other guarantee arrangements must be approved by 
the Commission or the hearing officer prior to entry of the disgorgement 
order.



Sec. 201.601  Prompt payment of disgorgement, interest and penalties.

    (a) Timing of payments. Unless otherwise provided, funds due 
pursuant to an order by the Commission requiring the payment of 
disgorgement, interest, or penalties shall be paid no later than 21 days 
after service of the order, and funds due pursuant to an order by a 
hearing officer shall be paid in accordance with the order of finality 
issued pursuant to Sec. 201.360(d)(2).
    (b) Stays. A stay of any order requiring the payment of 
disgorgement, interest or penalties may be sought at any time pursuant 
to Sec. 201.401.
    (c) Method of making payment. Payment shall be made by United States 
postal money order, wire transfer, certified check, bank cashier's 
check, or bank money order made payable to the Securities and Exchange 
Commission. The payment shall be mailed or delivered to the office 
designated by this Commission. Payment shall be accompanied by a letter 
that identifies the name and number of the case and the name of the 
respondent making payment. A copy of the letter and the instrument of 
payment shall be sent to counsel for the Division of Enforcement.

[60 FR 32796, June 23, 1995, as amended at 69 FR 13180, Mar. 19, 2004; 
70 FR 72570, Dec. 5, 2005]



Secs. 201.610-201.614  [Reserved]



Sec. 201.620  [Reserved]



Sec. 201.630  Inability to pay disgorgement, interest or penalties.

    (a) Generally. In any proceeding in which an order requiring payment 
of disgorgement, interest or penalties may be entered, a respondent may 
present evidence of an inability to pay disgorgement, interest or a 
penalty. The Commission may, in its discretion, or the hearing officer 
may, in his or her discretion, consider evidence concerning ability to 
pay in determining whether disgorgement, interest or a penalty is in the 
public interest.
    (b) Financial disclosure statement. Any respondent who asserts an 
inability to pay disgorgement, interest or penalties may be required to 
file a sworn financial disclosure statement and to keep

[[Page 186]]

the statement current. The financial statement shall show the 
respondent's assets, liabilities, income or other funds received and 
expenses or other payments, from the date of the first violation alleged 
against that respondent in the order instituting proceedings, or such 
later date as specified by the Commission or a hearing officer, to the 
date of the order requiring the disclosure statement to be filed. By 
order, the Commission or the hearing officer may prescribe the use of 
the Disclosure of Assets and Financial Information Form (see Form D-A at 
Sec. 209.1 of this chapter) or any other form, may specify other time 
periods for which disclosure is required, and may require such other 
information as deemed necessary to evaluate a claim of inability to pay.
    (c) Confidentiality. Any respondent submitting financial information 
pursuant to this section or Sec. 201.410(c) may make a motion, pursuant 
to Sec. 201.322, for the issuance of a protective order against 
disclosure of the information submitted to the public or to any parties 
other than the Division of Enforcement. Prior to a ruling on the motion, 
no party receiving information as to which a motion for a protective 
order has been made may transfer or convey the information to any other 
person without the prior permission of the Commission or the hearing 
officer.
    (d) Service required. Notwithstanding any provision of Sec. 201.322, 
a copy of the financial disclosure statement shall be served on the 
Division of Enforcement.
    (e) Failure to file required financial information: sanction. Any 
respondent who, after making a claim of inability to pay either 
disgorgement, interest or a penalty, fails to file a financial 
disclosure statement when such a filing has been ordered or is required 
by rule may, in the discretion of the Commission or the hearing officer, 
be deemed to have waived the claim of inability to pay. No sanction 
pursuant to Secs. 201.155 or 201.180 shall be imposed for a failure to 
file such a statement.



Sec. 201.700  Initiation of proceedings for SRO proposed rule changes.

    (a) Rules of Practice. For purposes of these Rules of Practice 
contained at 17 CFR 201.700 through 201.701, the following Rules of 
Practice apply:
    (1) Rule 103, 17 CFR 201.103 (Construction of Rules);
    (2) Rule 104, 17 CFR 201.104 (Business Hours); and
    (3) Rule 160, 17 CFR 201.160 (Time Computation).
    (b) Institution of proceedings; notice and opportunity to submit 
written views--(1) Generally. If the Commission determines to initiate 
proceedings to determine whether a self-regulatory organization's 
proposed rule change should be disapproved, it shall provide notice 
thereof to the self-regulatory organization that filed the proposed rule 
change, as well as all interested parties and the public, by publication 
in the Federal Register of the grounds for disapproval under 
consideration.
    (i) Prior to notice. If the Commission determines to institute 
proceedings prior to initial publication by the Commission of the notice 
of the self-regulatory organization's proposed rule change in the 
Federal Register, then the Commission shall publish notice of the 
proposed rule change simultaneously with a brief summary of the grounds 
for disapproval under consideration.
    (ii) Subsequent to notice. If the Commission determines to institute 
proceedings subsequent to initial publication by the Commission of the 
notice of the self-regulatory organization's proposed rule change in the 
Federal Register, then the Commission shall publish separately in the 
Federal Register a brief summary of the grounds for disapproval under 
consideration.
    (iii) Service of an order instituting proceedings. In addition to 
publication in the Federal Register of the grounds for disapproval under 
consideration, the Secretary, or another duly authorized officer of the 
Commission, shall serve a copy of the grounds for disapproval under 
consideration to the self-regulatory organization that filed the 
proposed rule change by serving notice to the person listed as the 
contact person on the cover page of the Form 19b-4 filing. Notice shall 
be made by delivering a copy of the order to such contact person either 
by any method specified in 17 CFR 201.141(a) or by electronic means 
including e-mail.

[[Page 187]]

    (2) Notice of the grounds for disapproval under consideration. The 
grounds for disapproval under consideration shall include a brief 
statement of the matters of fact and law on which the Commission 
instituted the proceedings, including the areas in which the Commission 
may have questions or may need to solicit additional information on the 
proposed rule change. The Commission may consider during the course of 
the proceedings additional matters of fact and law beyond what was set 
forth in its notice of the grounds for disapproval under consideration.
    (3) Demonstration of consistency with the Exchange Act. The burden 
to demonstrate that a proposed rule change is consistent with the 
Exchange Act and the rules and regulations issued thereunder that are 
applicable to the self-regulatory organization is on the self-regulatory 
organization that proposed the rule change. As reflected in the General 
Instructions to Form 19b-4, the Form is designed to elicit information 
necessary for the public to provide meaningful comment on the proposed 
rule change and for the Commission to determine whether the proposed 
rule change is consistent with the requirements of the Exchange Act and 
the rules and regulations thereunder applicable to the self-regulatory 
organization. The self-regulatory organization must provide all 
information elicited by the Form, including the exhibits, and must 
present the information in a clear and comprehensible manner. In 
particular, the self-regulatory organization must explain why the 
proposed rule change is consistent with the requirements of the Exchange 
Act and the rules and regulations thereunder applicable to the self-
regulatory organization. A mere assertion that the proposed rule change 
is consistent with those requirements, or that another self-regulatory 
organization has a similar rule in place, is not sufficient. Instead, 
the description of the proposed rule change, its purpose and operation, 
its effect, and a legal analysis of its consistency with applicable 
requirements must all be sufficiently detailed and specific to support 
an affirmative Commission finding. Any failure of the self-regulatory 
organization to provide the information elicited by Form 19b-4 may 
result in the Commission not having a sufficient basis to make an 
affirmative finding that a proposed rule change is consistent with the 
Exchange Act and the rules and regulations issued thereunder that are 
applicable to the self-regulatory organization.
    (c) Conduct of hearings--(1) Initial comment period in writing. 
Unless otherwise specified by the Commission in its notice of grounds 
for disapproval under consideration, all interested persons will be 
given an opportunity to submit written data, views, and arguments 
concerning the proposed rule change under consideration and whether the 
Commission should approve or disapprove the proposed rule change. The 
self-regulatory organization that submitted the proposed rule change may 
file a written statement in support of its proposed rule change 
demonstrating, in specific detail, how such proposed rule change is 
consistent with the requirements of the Exchange Act and the rules and 
regulations thereunder applicable to the self-regulatory organization, 
including a response to each of the grounds for disapproval under 
consideration. Such statement may include specific representations or 
undertakings by the self-regulatory organization. The Commission will 
specify in the summary of the grounds for disapproval under 
consideration the length of the initial comment period.
    (2) Oral. The Commission, in its sole discretion, may determine 
whether any issues relevant to approval or disapproval would be 
facilitated by the opportunity for an oral presentation of views.
    (3) Rebuttal. At the end of the initial comment period, the self-
regulatory organization that filed the proposed rule change will be 
given an opportunity to respond to any comments received. The self-
regulatory organization may voluntarily file, or the Commission may 
request a self-regulatory organization to file, a response to a comment 
received regarding any aspect of the proposed rule change under 
consideration to assist the Commission in determining whether the 
proposed rule change should be disapproved. The Commission will specify 
in the summary of the grounds for disapproval

[[Page 188]]

under consideration the length of the rebuttal period.
    (4) Non-response. Any failure by the self-regulatory organization to 
provide a complete response, within the applicable time period 
specified, to a comment letter received or to the Commission's grounds 
for disapproval under consideration may result in the Commission not 
having a sufficient basis to make an affirmative finding that a proposed 
rule change is consistent with the Exchange Act and the rules and 
regulations issued thereunder that are applicable to the self-regulatory 
organization.
    (d) Record before the Commission--(1) Filing of papers with the 
Commission. Filing of papers with the Commission shall be made by filing 
them with the Secretary, including through electronic means. In its 
notice setting forth the grounds for disapproval under consideration for 
a proposed rule change, the Commission shall inform interested parties 
of the methods by which they may submit written comments and arguments 
for or against Commission approval.
    (2) Public availability of materials received. During the conduct of 
the proceedings, the Commission generally will make available publicly 
all written comments it receives without change. In its notice setting 
forth the grounds for disapproval under consideration for a proposed 
rule change, the Commission shall inform interested parties of the 
methods by which they may view all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552.
    (3) Record before the Commission. The Commission shall determine 
each matter on the basis of the record. The record shall consist of the 
proposed rule change filed on Form 19b-4 by the self-regulatory 
organization, including all attachments and exhibits thereto, and all 
written materials received from any interested parties on the proposed 
rule change, including the self-regulatory organization that filed the 
proposed rule change, through the means identified by the Commission as 
provided in paragraph (1), as well as any written materials that reflect 
communications between the Commission and any interested parties.
    (e) Amended notice not required. The Commission is not required to 
amend its notice of grounds for disapproval under consideration in order 
to consider, during the course of the proceedings, additional matters of 
fact and law beyond what was set forth in the notice of the grounds for 
disapproval under consideration.

[76 FR 4070, Jan. 24, 2011]



Sec. 201.701  Issuance of order.

    At any time following conclusion of the rebuttal period specified in 
17 CFR 201.700(b)(4), the Commission may issue an order approving or 
disapproving the self-regulatory organization's proposed rule change 
together with a written statement of the reasons therefor.

[76 FR 4070, Jan. 24, 2011]

      Informal Procedures and Supplementary Information Concerning 
                        Adjudicatory Proceedings



Sec. 201.900  Informal procedures and supplementary information
concerning adjudicatory proceedings.

    (a) Guidelines for the timely completion of proceedings. (1) Timely 
resolution of adjudicatory proceedings is one factor in assessing the 
effectiveness of the adjudicatory program in protecting investors, 
promoting public confidence in the securities markets and assuring 
respondents a fair hearing. Establishment of guidelines for the timely 
completion of key phases of contested administrative proceedings 
provides a standard for both the Commission and the public to gauge the 
Commission's adjudicatory program on this criterion. The Commission has 
directed that:
    (i) To the extent possible, a decision by the Commission on review 
of an interlocutory matter should be completed within 45 days of the 
date set for filing the final brief on the matter submitted for review.
    (ii) To the extent possible, a decision by the Commission on a 
motion to stay a decision that has already taken effect or that will 
take effect within five days of the filing of the motion, should be 
issued within five days of the date set

[[Page 189]]

for filing of the opposition to the motion for a stay. If the decision 
complained of has not taken effect, the Commission's decision should be 
issued within 45 days of the date set for filing of the opposition to 
the motion for a stay.
    (iii) Ordinarily, a decision by the Commission with respect to an 
appeal from the initial decision of a hearing officer, a review of a 
determination by a self-regulatory organization or the Public Company 
Accounting Oversight Board, or a remand of a prior Commission decision 
by a court of appeals will be issued within eight months from the 
completion of briefing on the petition for review, application for 
review, or remand order. If the Commission determines that the 
complexity of the issues presented in a petition for review, application 
for review, or remand order warrants additional time, the decision of 
the Commission in that matter may be issued within ten months of the 
completion of briefing.
    (iv) If the Commission determines that a decision by the Commission 
cannot be issued within the period specified in paragraph (a)(1)(iii) of 
this section, the Commission may extend that period by orders as it 
deems appropriate in its discretion. The guidelines in this paragraph 
(a) confer no rights or entitlements on parties or other persons.
    (2) The guidelines in this paragraph (a) do not create a requirement 
that each portion of a proceeding or the entire proceeding be completed 
within the periods described. Among other reasons, Commission review may 
require additional time because a matter is unusually complex or because 
the record is exceptionally long. In addition, fairness is enhanced if 
the Commission's deliberative process is not constrained by an 
inflexible schedule. In some proceedings, deliberation may be delayed by 
the need to consider more urgent matters, to permit the preparation of 
dissenting opinions, or for other good cause. The guidelines will be 
used by the Commission as one of several criteria in monitoring and 
evaluating its adjudicatory program. The guidelines will be examined 
periodically, and, if necessary, readjusted in light of changes in the 
pending caseload and the available level of staff resources.
    (b) Reports to the Commission on pending cases. The administrative 
law judges, the Secretary and the General Counsel have each been 
delegated authority to issue certain orders or adjudicate certain 
proceedings. See 17 CFR 200.30-1 through 200.30-18. Proceedings are also 
assigned to the General Counsel for the preparation of a proposed order 
or opinion which will then be recommended to the Commission for 
consideration. In order to improve accountability by and to the 
Commission for management of the docket, the Commission has directed 
that confidential status reports with respect to all filed adjudicatory 
proceedings shall be made periodically to the Commission. These reports 
will be made through the Secretary, with a minimum frequency established 
by the Commission. In connection with these periodic reports, if a 
proceeding pending before the Commission has not been concluded within 
30 days of the guidelines established in paragraph (a) of this section, 
the General Counsel shall specifically apprise the Commission of that 
fact, and shall describe the procedural posture of the case, project an 
estimated date for conclusion of the proceeding, and provide such other 
information as is necessary to enable the Commission to make a 
determination under paragraph (a)(1)(iv) of this section or to determine 
whether additional steps are necessary to reach a fair and timely 
resolution of the matter.
    (c) Publication of information concerning the pending case docket. 
Ongoing disclosure of information about the adjudication program 
caseload increases awareness of the importance of the program, 
facilitates oversight of the program and promotes confidence in the 
efficiency and fairness of the program by investors, securities industry 
participants, self-regulatory organizations and other members of the 
public. The Commission has directed the Secretary to publish in the 
first and seventh months of each fiscal year summary statistical 
information about the status of pending adjudicatory proceedings and 
changes in the Commission's caseload over the prior six

[[Page 190]]

months. The report will include the number of cases pending before the 
administrative law judges and the Commission at the beginning and end of 
the six-month period. The report will also show increases in the 
caseload arising from new cases being instituted, appealed or remanded 
to the Commission and decreases in the caseload arising from the 
disposition of proceedings by issuance of initial decisions, issuance of 
final decisions issued on appeal of initial decisions, other 
dispositions of appeals of initial decisions, final decisions on review 
of self-regulatory organization determinations, other dispositions on 
review of self-regulatory organization determinations, and decisions 
with respect to stays or interlocutory motions. For each category of 
decision, the report shall also show the median age of the cases at the 
time of the decision, the number of cases decided within the guidelines 
for the timely completion of adjudicatory proceedings, and, with respect 
to appeals from initial decisions, reviews of determinations by self-
regulatory organizations or the Public Company Accounting Oversight 
Board, and remands of prior Commission decisions, the median days from 
the completion of briefing to the time of the Commission's decision.

[81 FR 50241, July 29, 2016]



            Subpart E_Adjustment of Civil Monetary Penalties

    Authority: 28 U.S.C. 2461 note.

    Source: 81 FR 43045, July 1, 2016, unless otherwise noted.



Sec. 201.1001  Adjustment of civil monetary penalties.

    (a) For violations from December 10, 1996, through November 2, 2015: 
As required by the Inflation Adjustment Act of 1990, as amended by the 
Debt Collection Improvement Act of 1996, the Commission has adjusted the 
maximum amounts of all civil monetary penalties it administers under the 
Securities Act of 1933, the Securities Exchange Act of 1934, the 
Investment Company Act of 1940, the Investment Advisers Act of 1940, and 
certain penalties under the Sarbanes-Oxley Act of 2002 for inflation in 
the releases and prior regulations listed in the footnotes to Table I. 
The penalty amounts provided in Table I apply to violations of these 
statutes that occurred from December 10, 1996, through November 2, 2015, 
with each column listing the penalty amounts for violations that 
occurred in a particular time frame. To determine the penalty amounts 
for violations that occurred prior to December 10, 1996, please refer to 
the applicable statutory text. To determine penalty amounts for 
violations after November 2, 2015, please refer to paragraph (b) of this 
section.
    (b) For violations after November 2, 2015: The Federal Civil 
Penalties Inflation Adjustment Act, as amended by the Federal Civil 
Penalties Inflation Adjustment Act Improvements Act of 2015 (28 U.S.C. 
2461 note), requires that civil monetary penalties be adjusted on an 
annual basis for inflation. Pursuant to this requirement, the maximum 
amounts of all civil monetary penalties under the Securities Act of 
1933, the Securities Exchange Act of 1934, the Investment Company Act of 
1940, and the Investment Advisers Act of 1940, and certain penalties 
under the Sarbanes-Oxley Act of 2002 will be adjusted annually for 
inflation. Notice of these adjusted penalty amounts will be published by 
the Commission in the Federal Register on or before January 15 of each 
calendar year and will be available, along with the Commission's prior 
inflation adjustments, on the Commission's Web site at https://
www.sec.gov/enforce/civil-penalties-inflation-adjustments.htm. The 
adjusted penalty amounts will apply to all penalties imposed after the 
effective date of the adjustment (for the first day the adjustment is 
effective, the prior year's penalty amounts shall apply), for violations 
that occurred after November 2, 2015. The adjusted penalty amount each 
year will be the larger of:
    (1) The maximum penalty amount for the previous calendar year; or
    (2) An amount adjusted for inflation, calculated by multiplying the 
maximum penalty amount for the previous calendar year by the percentage 
by which the Consumer Price Index for all Urban Consumers (CPI-U) for 
the month of October preceding the current calendar year exceeds the 
CPI-U

[[Page 191]]

for the month of October of the calendar year two years prior to the 
current calendar year, adding that amount to the amount for the previous 
calendar year, and rounding the total to the nearest dollar.

[[Page 192]]



            Table I to 201.1001--Civil Monetary Penalty Inflation Adjustments for Violations From December 10, 1996, Through November 2, 2015
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                       Date of violation and corresponding penalty
                                                               -----------------------------------------------------------------------------------------
          U.S. Code citation            Civil monetary penalty                      Feb. 3, 2001-    Feb. 15, 2005-     Mar. 4, 2009-
                                             description         Dec. 10, 1996-     Feb. 14, 2005     Mar. 3, 2009      Mar. 5, 2013      Mar. 6, 2013-
                                                                Feb. 2, 2001 \i\        \ii\              \iii\             \iv\        Nov. 2, 2015 \v\
--------------------------------------------------------------------------------------------------------------------------------------------------------
15 U.S.C. 77h-1(g) (Securities Act     For natural person.....               N/A               N/A               N/A       \vi\ $7,500            $7,500
 Sec. 8A(g)).                          For any other person...               N/A               N/A               N/A       \vi\ 75,000            80,000
                                       For natural person/                   N/A               N/A               N/A       \vi\ 75,000            80,000
                                        fraud.
                                       For any other person/                 N/A               N/A               N/A      \vi\ 375,000           400,000
                                        fraud.
                                       For natural person/                   N/A               N/A               N/A      \vi\ 150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gains to self.
                                       For any other person/                 N/A               N/A               N/A      \vi\ 725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gain to self.
15 U.S.C. 77t(d) (Securities Act Sec.  For natural person.....            $5,500            $6,500            $6,500             7,500             7,500
 20(d)).                               For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
15 U.S.C. 78u(d)(3) (Exchange Act      For natural person.....             5,500             6,500             6,500             7,500             7,500
 Sec. 21(d)(3)).                       For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gains to self.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gain to self.
15 U.S.C. 78u-1(a)(3) (Exchange Act    Insider Trading--               1,100,000         1,200,000         1,275,000         1,425,000         1,525,000
 Sec. 21A(a)(3)).                       controlling person.

[[Page 193]]

 
15 U.S.C. 78u-2 (Exchange Act Sec.     For natural person.....             5,500             6,500             6,500             7,500             7,500
 21B).                                 For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
15 U.S.C. 78ff(b) (Exchange Act Sec.   Exchange Act/failure to               110               110               110               110               210
 32(b)).                                file information
                                        documents, reports.
15 U.S.C. 78ff(c)(1)(B) (Exchange Act  Foreign Corrupt                    11,000            11,000            11,000            16,000            16,000
 Sec. 32(c)(1)(B)).                     Practices--any issuer.
15 U.S.C. 78ff(c)(2)(B) (Exchange Act  Foreign Corrupt                    11,000            11,000            11,000            16,000            16,000
 Sec. 32(c)(2)(B)).                     Practices--any agent
                                        or stockholder acting
                                        on behalf of issuer.
15 U.S.C. 80a-9(d) (Investment         For natural person.....             5,500             6,500             6,500             7,500             7,500
 Company Act Sec. 9(d)).               For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gains to self.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gain to self.
15 U.S.C. 80a-41(e) (Investment        For natural person.....             5,500             6,500             6,500             7,500             7,500
 Company Act Sec. 42(e)).              For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.

[[Page 194]]

 
15 U.S.C. 80b-3(i) (Investment         For natural person.....             5,500             6,500             6,500             7,500             7,500
 Advisers Act Sec. 203(i)).            For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gains to self.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others or
                                        gain to self.
15 U.S.C. 80b-9(e) (Investment         For natural person.....             5,500             6,500             6,500             7,500             7,500
 Advisers Act Sec. 209(e)).            For any other person...            55,000            60,000            65,000            75,000            80,000
                                       For natural person/                55,000            60,000            65,000            75,000            80,000
                                        fraud.
                                       For any other person/             275,000           300,000           325,000           375,000           400,000
                                        fraud.
                                       For natural person/               110,000           120,000           130,000           150,000           160,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
                                       For any other person/             550,000           600,000           650,000           725,000           775,000
                                        fraud/substantial
                                        losses or risk of
                                        losses to others.
15 U.S.C. 7215(c)(4)(D)(i) (Sarbanes-  For natural person.....               N/A     \vii\ 100,000           110,000           120,000           130,000
 Oxley Act Sec. 105(c)(4)(D)(i)).      For any other person...               N/A   \vii\ 2,000,000         2,100,000         2,375,000         2,525,000
15 U.S.C. 7215(c)(4)(D)(ii) (Sarbanes- For natural person.....               N/A     \vii\ 750,000           800,000           900,000           950,000
 Oxley Act Sec. 105(c)(4)(D)(ii)).     For any other person...               N/A  \vii\ 15,000,000        15,825,000        17,800,000        18,925,000
--------------------------------------------------------------------------------------------------------------------------------------------------------
\i\ Release Nos. 33-7361, 34-37912, IA-1596, IC-22310, dated November 1, 1996 (effective December 9, 1996), previously found at 17 CFR 201.1001 and
  Table I to Subpart E of Part 201.
\ii\ Release Nos. 33-7946, 34-43897, IA-1921, IC-24846, dated January 31, 2001 (effective February 2, 2001), previously found at 17 CFR 201.1002 and
  Table II to Subpart E of Part 201.
\iii\ Release Nos. 33-8530, 34-51136, IA-2348, IC-26748, dated February 9, 2005 (effective February 14, 2005), previously found at 17 CFR 201.1003 and
  Table III to Subpart E of Part 201.

[[Page 195]]

 
\iv\ Release Nos. 33-9009, 34-59449, IA-2845, IC-28635, dated February 25, 2009 (effective March 3, 2009), previously found at 17 CFR 201.1004 and Table
  IV to Subpart E of Part 201.
\v\ Release Nos. 33-9387, 34-68994, IA-3557, IC-30408, dated February 27, 2013 (effective March 5, 2013), previously found at 17 CFR 201.1005 and Table
  V to Subpart E of Part 201.
\vi\ Effective from July 21, 2010 (enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203), through March 5, 2013.
\vii\ Effective from July 30, 2002 (enactment of the Sarbanes-Oxley Act of 2002, Pub. L. 107-204), through February 14, 2005.


[82 FR 5371, Jan. 18, 2017]

[[Page 196]]



               Subpart F_Fair Fund and Disgorgement Plans

    Authority: 15 U.S.C. 77h-1, 77s, 77u, 78c(b), 78d-1, 78d-2, 78u-2, 
78u-3, 78v, 78w, 80a-9, 80a-37, 80a-39, 80a-40, 80b-3, 80b-11, 80b-12, 
and 7246.

    Source: 69 FR 13180, Mar. 19, 2004, unless otherwise noted.



Sec. 201.1100  Creation of Fair Fund.

    In any agency process initiated by an order instituting proceedings 
in which the Commission or the hearing officer issues an order requiring 
the payment of disgorgement by a respondent and also assessing a civil 
money penalty against that respondent, the Commission or the hearing 
officer may order that the amount of disgorgement and of the civil 
penalty, together with any funds received pursuant to 15 U.S.C. 7246(b), 
be used to create a fund for the benefit of investors who were harmed by 
the violation.

[70 FR 72570, Dec. 5, 2005]



Sec. 201.1101  Submission of plan of distribution; contents of plan.

    (a) Submission. The Commission or the hearing officer may, at any 
time, order any party to submit a plan for the administration and 
distribution of funds in a Fair Fund or disgorgement fund. Unless 
ordered otherwise, the Division of Enforcement shall submit a proposed 
plan no later than 60 days after the respondent has turned over the 
funds or other assets pursuant to the Commission's order imposing 
disgorgement and, if applicable, a civil money penalty and any appeals 
of the Commission's order have been waived or completed, or appeal is no 
longer available.
    (b) Contents of plan. Unless otherwise ordered, a plan for the 
administration of a Fair Fund or a disgorgement fund shall include the 
following elements:
    (1) Procedures for the receipt of additional funds, including the 
specification of any account where funds will be held, the instruments 
in which the funds may be invested; and, in the case of a Fair Fund, the 
receipt of any funds pursuant to 15 U.S.C. 7246(b), if applicable;
    (2) Specification of categories of persons potentially eligible to 
receive proceeds from the fund;
    (3) Procedures for providing notice to such persons of the existence 
of the fund and their potential eligibility to receive proceeds of the 
fund;
    (4) Procedures for making and approving claims, procedures for 
handling disputed claims, and a cut-off date for the making of claims;
    (5) A proposed date for the termination of the fund, including 
provision for the disposition of any funds not otherwise distributed;
    (6) Procedures for the administration of the fund, including 
selection, compensation, and, as necessary, indemnification of a fund 
administrator to oversee the fund, process claims, prepare accountings, 
file tax returns, and, subject to the approval of the Commission, make 
distributions from the fund to investors who were harmed by the 
violation; and
    (7) Such other provisions as the Commission or the hearing officer 
may require.



Sec. 201.1102  Provisions for payment.

    (a) Payment to registry of the court or court-appointed receiver. 
Subject to such conditions as the Commission or the hearing officer 
shall deem appropriate, a plan for the administration of a Fair Fund or 
a disgorgement fund may provide for payment of funds into a court 
registry or to a court-appointed receiver in any case pending in federal 
or state court against a respondent or any other person based upon a 
complaint alleging violations arising from the same or substantially 
similar facts as those alleged in the Commission's order instituting 
proceedings.
    (b) Payment to the United States Treasury under certain 
circumstances. When, in the opinion of the Commission or the hearing 
officer, the cost of administering a plan of disgorgement relative to 
the value of the available disgorgement funds and the number of 
potential claimants would not justify distribution of the disgorgement 
funds to injured investors, the plan may provide that the disgorgement 
funds and any civil penalty shall be paid directly to the general fund 
of the United States Treasury.

[[Page 197]]



Sec. 201.1103  Notice of proposed plan and opportunity for comment
by non-parties.

    Notice of a proposed plan of disgorgement or a proposed Fair Fund 
plan shall be published in the SEC Docket, on the SEC website, and in 
such other publications as the Commission or the hearing officer may 
require. The notice shall specify how copies of the proposed plan may be 
obtained and shall state that persons desiring to comment on the 
proposed plan may submit their views, in writing, to the Commission.



Sec. 201.1104  Order approving, modifying, or disapproving proposed plan.

    At any time after 30 days following publication of notice of a 
proposed plan of disgorgement or of a proposed Fair Fund plan, the 
Commission shall, by order, approve, approve with modifications, or 
disapprove the proposed plan. In the discretion of the Commission, a 
proposed plan that is substantially modified prior to adoption may be 
republished for an additional comment period pursuant to Sec. 201.1103. 
The order approving or disapproving the plan should be entered within 30 
days after the end of the final period allowed for comments on the 
proposed plan unless the Commission or the hearing officer, by written 
order, allows a longer period for good cause shown.



Sec. 201.1105  Administration of plan.

    (a) Appointment and removal of administrator. The Commission or the 
hearing officer shall have discretion to appoint any person, including a 
Commission employee, as administrator of a plan of disgorgement or a 
Fair Fund plan and to delegate to that person responsibility for 
administering the plan. An administrator may be removed at any time by 
order of the Commission or hearing officer.
    (b) Assistance by respondent. A respondent may be required or 
permitted to administer or assist in administering a plan of 
disgorgement subject to such terms and conditions as the Commission or 
the hearing officer deems appropriate to ensure the proper distribution 
of the funds.
    (c) Administrator to post bond. If the administrator is not a 
Commission employee, the administrator shall be required to obtain a 
bond in the manner prescribed in 11 U.S.C. 322, in an amount to be 
approved by the Commission. The cost of the bond may be paid for as a 
cost of administration. The Commission may waive posting of a bond for 
good cause shown.
    (d) Administrator's fees. If the administrator is a Commission 
employee, no fee shall be paid to the administrator for his or her 
services. If the administrator is not a Commission employee, the 
administrator may file an application for fees for completed services, 
and upon approval by the Commission or a hearing officer, may be paid a 
reasonable fee for those services. Any objections thereto shall be filed 
within 21 days of service of the application on the parties.
    (e) Source of funds. Unless otherwise ordered, fees and other 
expenses of administering the plan shall be paid first from the interest 
earned on the funds, and if the interest is not sufficient, then from 
the corpus.
    (f) Accountings. During the first 10 days of each calendar quarter, 
or as otherwise directed by the Commission or the hearing officer, the 
administrator shall file an accounting of all monies earned or received 
and all monies spent in connection with the administration of the plan 
of disgorgement. A final accounting shall be submitted for approval of 
the Commission or hearing officer prior to discharge of the 
administrator and cancellation of the administrator's bond, if any.
    (g) Amendment. A plan may be amended upon motion by any party or by 
the plan administrator or upon the Commission's or the hearing officer's 
own motion.



Sec. 201.1106  Right to challenge.

    Other than in connection with the opportunity to submit comments as 
provided in Sec. 201.1103, no person shall be granted leave to intervene 
or to participate or otherwise to appear in any agency proceeding or 
otherwise to challenge an order of disgorgement or creation of a Fair 
Fund; or an order approving, approving with modifications, or 
disapproving a plan of disgorgement or a Fair Fund plan; or any 
determination relating to a plan based solely

[[Page 198]]

upon that person's eligibility or potential eligibility to participate 
in a fund or based upon any private right of action such person may have 
against any person who is also a respondent in the proceeding.



PART 202_INFORMAL AND OTHER PROCEDURES--Table of Contents



Sec.
202.1  General.
202.2  Pre-filing assistance and interpretative advice.
202.3  Processing of filings.
202.3a  Instructions for filing fees.
202.4  Facilitating administrative hearings.
202.5  Enforcement activities.
202.6  Adoption, revision and rescission of rules and regulations of 
          general application.
202.7  Submittals.
202.8  Small entity compliance guides.
202.9  Small entity enforcement penalty reduction policy.
202.10  Policy statement of the Securities and Exchange Commission 
          concerning subpoenas to members of the news media.
202.12  Policy statement concerning cooperation by individuals in its 
          investigations and related enforcement actions.

   Subpart A_Public Company Accounting Oversight Board (Regulation P)

202.140  Interim Commission review of PCAOB inspection reports.
202.170  Initiation of disapproval proceedings for PCAOB proposed rules.
202.190  Public Company Accounting Oversight Board budget approval 
          process.

    Authority: 15 U.S.C. 77s, 77t, 77sss, 77uuu, 78d-1, 78u, 78w, 
78ll(d), 80a-37, 80a-41, 80b-9, 80b-11, 7201 et seq., unless otherwise 
noted.
    Section 202.9 is also issued under sec. 223, 110 Stat. 859 (Mar. 29, 
1996).

    Source: 25 FR 6736, July 15, 1960, unless otherwise noted.



Sec. 202.1  General.

    (a) The statutes administered by the Commission provide generally 
(1) for the filing with it of certain statements, such as registration 
statements, periodic and ownership reports, and proxy solicitation 
material, and for the filing of certain plans of reorganization, 
applications and declarations seeking Commission approvals; (2) for 
Commission determination through formal procedures of matters initiated 
by private parties or by the Commission; (3) for the investigation and 
examination of persons and records where necessary to carry out the 
purposes of the statutes and for enforcement of statutory provisions; 
and (4) for the adoption of rules and regulations where necessary to 
effectuate the purposes of the statutes.
    (b) In addition to the Commission's rules of practice set forth in 
part 201 of this chapter, the Commission has promulgated rules and 
regulations pursuant to the several statutes it administers (parts 230, 
240, 260, 270 and 275 of this chapter). These parts contain substantive 
provisions and include as well numerous provisions detailing the 
procedure for meeting specific standards embodied in the statutes. The 
Commission's rules and regulations under each of the statutes are 
available in pamphlet form upon request to the Superintendent of 
Documents, U.S. Government Printing Office, Washington, DC 20402.
    (c) The statutes and the published rules, regulations and forms 
thereunder prescribe the course and method of formal procedures to be 
followed in Commission proceedings. These are supplemented where 
feasible by certain informal procedures designed to aid the public and 
facilitate the execution of the Commission's functions. There follows a 
brief description of procedures generally followed by the Commission 
which have not been formalized in rules.
    (d) The informal procedures of the Commission are largely concerned 
with the rendering of advice and assistance by the Commission's staff to 
members of the public dealing with the Commission. While opinions 
expressed by members of the staff do not constitute an official 
expression of the Commission's views, they represent the views of 
persons who are continuously working with the provisions of the statute 
involved. And any statement by the director, associate director, 
assistant director, chief accountant, chief counsel, or chief financial 
analyst of a division can be relied upon as representing the views of 
that division. In certain instances an informal statement of the views 
of the Commission may be obtained. The staff, upon request or on its own 
motion, will generally present

[[Page 199]]

questions to the Commission which involve matters of substantial 
importance and where the issues are novel or highly complex, although 
the granting of a request for an informal statement by the Commission is 
entirely within its discretion.

[25 FR 6736, July 15, 1960, as amended at 76 FR 71875, Nov. 21, 2011]



Sec. 202.2  Pre-filing assistance and interpretative advice.

    The staff of the Commission renders interpretative and advisory 
assistance to members of the general public, prospective registrants, 
applicants and declarants. For example, persons having a question 
regarding the availability of an exemption may secure informal 
administrative interpretations of the applicable statute or rule as they 
relate to the particular facts and circumstances presented. Similarly, 
persons contemplating filings with the Commission may receive advice of 
a general nature as to the preparation thereof, including information as 
to the forms to be used and the scope of the items contained in the 
forms. Inquiries may be directed to an appropriate officer of the 
Commission's staff. In addition, informal discussions with members of 
the staff may be arranged whenever feasible, at the Commission's central 
office or, except in connection with certain matters under the 
Investment Company Act of 1940, at one of its regional offices.

[25 FR 6736, July 15, 1960, as amended at 59 FR 5945, Feb. 9, 1994; 73 
FR 32227, June 5, 2008; 76 FR 71875, Nov. 21, 2011]



Sec. 202.3  Processing of filings.

    (a) Registration statements, proxy statements, letters of 
notification, periodic reports, applications for qualification of 
indentures, and similar documents filed with the Commission under the 
Securities Act of 1933 and the Trust Indenture Act of 1939, and certain 
filings under the Securities Exchange Act of 1934 are routed to the 
Division of Corporation Finance, which passes initially on the adequacy 
of disclosure and recommends the initial action to be taken. If the 
filing appears to afford inadequate disclosure, as for example through 
omission of material information or through violation of accepted 
accounting principles and practices, the usual practice is to bring the 
deficiency to the attention of the person who filed the document by 
letter from the Assistant Director assigned supervision over the 
particular filing, and to afford a reasonable opportunity to discuss the 
matter and make the necessary corrections. This informal procedure is 
not generally employed when the deficiencies appear to stem from 
careless disregard of the statutes and rules or a deliberate attempt to 
conceal or mislead or where the Commission deems formal proceedings 
necessary in the public interest. If an electronic filing is not 
prepared in accordance with the requirements of the current EDGAR Filer 
Manual, the filing may be suspended and the filer so notified. 
Reasonable opportunity will be afforded the filer to make the necessary 
corrections or resubmit the filing as needed. Where it appears that the 
filing affords adequate disclosure, acceleration of its effectiveness 
when appropriate normally will be granted. A similar procedure is 
followed with respect to filings under the Investment Company Act of 
1940 and certain filings relating to investment companies under the 
Securities Act of 1933, the Securities Exchange Act of 1934, and the 
Trust Indenture Act of 1939, which are routed to the Division of 
Investment Management. A similar procedure is also followed in the 
Commission's Regional Offices with respect to registration statements on 
Forms SB-1 and SB-2 (17 CFR 239.9 and 239.10) and related filings under 
the Trust Indenture Act of 1939.
    (b)(1) Applications for registration as brokers, dealers, investment 
advisers, municipal securities dealers and transfer agents are submitted 
to the Office of Filings and Information Services where they are 
examined to determine whether all necessary information has been 
supplied and whether all required financial statements and other 
documents have been furnished in proper form. Defective applications may 
be returned with a request for correction or held until corrected before 
being accepted as a filing. The files of the Commission and other 
sources of information are considered to determine whether any person 
connected with the

[[Page 200]]

applicant appears to have engaged in activities which would warrant 
commencement of proceedings on the question of denial of registration. 
The staff confers with applicants and makes suggestions in appropriate 
cases for amendments and supplemental information. Where it appears 
appropriate in the public interest and where a basis therefore exists, 
denial proceedings may be instituted. Within 45 days of the date of the 
filing of a broker-dealer, investment adviser or municipal securities 
dealer application (or within such longer period as to which the 
applicant consents), the Commission shall by order grant registration or 
institute proceedings to determine whether registration should be 
denied. An application for registration as a transfer agent shall become 
effective within 30 days after receipt of the application (or within 
such shorter period as the Commission may determine). The Office of 
Filings and Information Services is also responsible for the processing 
and substantive examination of statements of beneficial ownership of 
securities and changes in such ownership filed under the Securities 
Exchange Act of 1934, and the Investment Company Act of 1940, and for 
the examination of reports filed pursuant to Sec. 230.144 of this 
chapter.
    (2) Applications for registration as national securities exchanges, 
or exemption from registration as exchanges by reason of such exchanges' 
limited volume of transactions filed with the Commission are routed to 
the Division of Market Regulation, which examines these applications to 
determine whether all necessary information has been supplied and 
whether all required financial statements and other documents have been 
furnished in proper form. Defective applications may be returned with a 
request for correction or held until corrected before being accepted as 
a filing. The files of the Commission and other sources of information 
are considered to determine whether any person connected with the 
applicant appears to have engaged in activities which would warrant 
commencement of proceedings on the question of denial of registration. 
The staff confers with applicants and makes suggestions in appropriate 
cases for amendments and supplemental information. Where it appears 
appropriate in the public interest and where a basis therefore exists, 
denial proceedings may be instituted. Within 90 days of the date of 
publication of a notice of the filing of an application for registration 
as a national securities exchange, or exemption from registration by 
reason of such exchanges' limited volume of transactions (or within such 
longer period as to which the applicant consents), the Commission shall 
by order grant registration, or institute proceedings to determine 
whether registration should be denied as provided in Sec. 240.19(a)(1) 
of this chapter.
    (3) Notice forms for registration as national securities exchanges 
pursuant to Section 6(g)(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78f(g)(1)) filed with the Commission are routed to the Division 
of Market Regulation, which examines these notices to determine whether 
all necessary information has been supplied and whether all other 
required documents have been furnished in proper form. Defective notices 
may be returned with a request for correction or held until corrected 
before being accepted as a filing.

[41 FR 44699, Oct. 12, 1976, as amended at 44 FR 21567, Apr. 10, 1979; 
49 FR 12686, Mar. 30, 1984; 57 FR 18216, Apr. 29, 1992; 58 FR 15004, 
Mar. 18, 1993; 59 FR 5945, Feb. 9, 1994; 63 FR 70916, Dec. 22, 1998; 64 
FR 19451, Apr. 21, 1999; 66 FR 43741, Aug. 20, 2001; 76 FR 71875, Nov. 
21, 2011]



Sec. 202.3a  Instructions for filing fees.

    (a) General instructions for remittance of filing fees. Payment of 
filing fees specified by the following sections shall be made according 
to the directions listed in this section: Sec. 230.111 of this chapter, 
Sec. 240.0-9 of this chapter, and Sec. 270.0-8 of this chapter. All such 
fees are to be paid through the U.S. Treasury designated lockbox 
depository and may be paid by wire transfer, certified check, bank 
cashier's check, United States postal money order, or bank money order 
pursuant to the specific instructions set forth in paragraph (b) of this 
section. Personal checks will not be accepted for payment of fees. To 
ensure proper posting, all filers must include their Commission-assigned 
Central Index Key (CIK)

[[Page 201]]

number (also known as the Commission-assigned registrant or payor 
account number) on fee payments. If a third party submits a fee payment, 
the fee payment must specify the account number to which the fee is to 
be applied.
    (b) Instructions for payment of filing fees. Except as provided in 
paragraph (c) of this section, these instructions provide direction for 
remitting fees specified in paragraph (a) of this section. You may 
contact the Fee Account Services Branch in the Office of Financial 
Management at (202) 551-8989 for additional information if you have 
questions.
    (1) Instructions for payment of fees by wire transfer (FEDWIRE). 
U.S. Bank, N.A. in St. Louis, Missouri is the U.S. Treasury designated 
lockbox depository and financial agent for Commission filing fee 
payments. The hours of operation at U.S. Bank are 8:30 a.m. to 6 p.m. 
Eastern time for wire transfers. Any bank or wire transfer service may 
initiate wire transfers of filing fee payments through the FEDWIRE 
system to U.S. Bank. A filing entity does not need to establish an 
account at U.S. Bank in order to remit filing fee payments.
    (i) To ensure proper credit and prompt filing acceptance, in all 
wire transfers of filing fees to the Commission, you must include:
    (A) The Commission's account number at U.S. Bank (152307768324); and
    (B) The payor's CIK number.
    (ii) You may refer to the examples found on the Commission's Web 
site at http://www.sec.gov for the proper format.
    (2) Instructions for payment of fees by check or money order. To 
remit a filing fee payment by check (certified or bank cashier's check) 
or money order (United States postal or bank money order), you must make 
it payable to the Securities and Exchange Commission, omitting the name 
or title of any official of the Commission. On the front of the check or 
money order, you must include the Commission's account number 
(152307768324) and CIK number of the account to which the fee is to be 
applied. U.S. Bank does not accept walk-in deliveries by individuals. 
You must mail checks or money orders to the following U.S. Bank 
addresses:
    (i) Remittances through the U.S. Postal Service must be sent to the 
following address: Securities and Exchange Commission, P.O. Box 979081, 
St. Louis, MO 63197-9000.
    (ii) The following address can be used for remittances through other 
common carriers: U.S. Bank, Government Lockbox 979081, 1005 Convention 
Plaza, SL-MO-C2-GL, St. Louis, MO 63101.

    Note to paragraph (b): Wire transfers are not instantaneous. The 
time required to process a wire transfer through the FEDWIRE system, 
from origination to receipt by U.S. Bank, varies substantially. 
Specified filings, such as registration statements pursuant to section 
6(b) of the Securities Act of 1933 that provide for the registration of 
securities and mandate the receipt of the appropriate fee payment upon 
filing, and transactional filings pursuant to the Securities Exchange 
Act of 1934, such as many proxy statements involving extraordinary 
business transactions, will not be accepted if sufficient funds have not 
been received by the Commission at the time of filing. You should obtain 
from your bank or wire transfer service the reference number of the wire 
transfer. Having this number can greatly facilitate tracing the funds if 
any problems occur. If a wire transfer of filing fees does not contain 
the required information in the proper format, the Commission may not be 
able to identify the payor and the acceptance of filings may be delayed. 
To ensure proper credit, you must provide all required information to 
the sending bank or wire transfer service. Commission data must be 
inserted in the proper fields. The most critical data are the 
Commission's account number at U.S. Bank and the Commission-assigned 
account number identified as the CIK number.

    (c) Special instructions for Secs. 230.462(b) and 230.110(d) of this 
chapter. Notwithstanding paragraphs (a) and (b) of this section, for 
registration statements filed pursuant to Secs. 230.462(b) and 
Sec. 230.110(d) of this chapter, payment of filing fees for the purposes 
of this section may be made by:
    (1) The registrant or its agent instructing its bank or a wire 
transfer service to transmit to the Commission the applicable filing fee 
by a wire transfer of such amount from the issuer's account or its 
agent's account to the U.S. Treasury designated lockbox depository as 
soon as practicable, but no later than the close of

[[Page 202]]

the next business day following the filing of the registration 
statement; and
    (2) The registrant submitting with the registration statement at the 
time of filing a certification that:
    (i) The registrant or its agent has so instructed its bank or a wire 
transfer service;
    (ii) The registrant or its agent will not revoke such instructions; 
and
    (iii) The registrant or its agent has sufficient funds in such 
account to cover the amount of such filing fee.

    Note to paragraph (c): Such instructions may be sent on the date of 
filing the registration statement after the close of business of such 
bank or wire transfer service, provided that the registrant undertakes 
in the certification sent to the Commission with the registration 
statement that it will confirm receipt of such instructions by the bank 
or wire transfer service during regular business hours on the following 
business day.

    (d) Filing fee accounts. A filing fee account is maintained for each 
filer who submits a filing requiring a fee on the Commission's EDGAR 
system or who submits funds to the U.S. Treasury designated depository 
in anticipation of paying a filing fee. Account statements are regularly 
prepared and provided to account holders. Account holders must maintain 
a current account address with the Commission to ensure timely access to 
these statements.

    Note to paragraph (d): The deposit of money into a filing fee 
account does not constitute payment of a filing fee. Payment of the 
filing fee occurs at the time the filing is made, commensurate with the 
drawing down of the balance of the fee account.

    (e) Return of funds from inactive accounts. Funds held in any filing 
fee account in which there has not been a deposit, withdrawal or other 
adjustment for more than three years will be returned to the account 
holder, and account statements will not be sent again until a deposit, 
withdrawal or other adjustment is made with respect to the account. 
Filers must maintain a current account address to assure the timely 
return of funds. It may not be possible to return funds from inactive 
accounts if the Commission is unable to identify a current account 
address of an account holder after making reasonable efforts to do so.

    Note to paragraph (e): A company must update its account and other 
addresses using the EDGAR Web site. This method ensures data integrity 
and the timeliest update. Simply changing an address in the text of the 
cover page of a filing made on the EDGAR system will not be sufficient 
to update the Commission's account address records.

[73 FR 6013, Feb. 1, 2008, as amended at 76 FR 28890, May 19, 2011]



Sec. 202.4  Facilitating administrative hearings.

    (a) Applications, declarations, and other requests involving formal 
Commission action after opportunity for hearing are scrutinized by the 
appropriate division for conformance with applicable statutory standards 
and Commission rules and generally the filing party is advised of 
deficiencies. Prior to passing upon applications and declarations the 
Commission receives the views of all interested persons at public 
hearings whenever appropriate; hence, any applicant or declarant seeking 
Commission approval of proposed transactions by a particular time should 
file his application or declaration in time to allow for the 
presentation and consideration of such views.
    (b) After the staff has had an opportunity to study an application 
or declaration, interested persons may informally discuss the problems 
therein raised to the extent that time and the nature of the case permit 
(e.g., consideration is usually given to whether the proceeding is 
contested and if so to the nature of the contest). In such event, the 
staff will, to the extent feasible, advise as to the nature of the 
issues raised by the filing, the necessity for any amendments to the 
documents filed, the type of evidence it believes should be presented at 
the hearing and, in some instances, the nature, form, and contents of 
documents to be submitted as formal exhibits. The staff will, in 
addition, generally advise as to Commission policy in past cases which 
dealt with the same subject matter as the filing under consideration.
    (c) During the course of the hearings, the staff is generally 
available for informal discussions to reconcile bona fide divergent 
views not only between itself and other persons interested in the 
proceedings, but among all interested persons; and, when circumstances

[[Page 203]]

permit, an attempt is made to narrow, if possible, the issues to be 
considered at the formal hearing.
    (d) In some instances the Commission in the order accompanying its 
findings and opinion reserves jurisdiction over certain matters relating 
to the proceeding, such as payment of fees and expenses, accounting 
entries, terms and conditions relating to securities to be issued, and 
other matters. In such cases, upon receipt of satisfactory information 
and data the Commission considers whether further hearing is required 
before releasing jurisdiction.



Sec. 202.5  Enforcement activities.

    (a) Where, from complaints received from members of the public, 
communications from Federal or State agencies, examination of filings 
made with the Commission, or otherwise, it appears that there may be 
violation of the acts administered by the Commission or the rules or 
regulations thereunder, a preliminary investigation is generally made. 
In such preliminary investigation no process is issued or testimony 
compelled. The Commission may, in its discretion, make such formal 
investigations and authorize the use of process as it deems necessary to 
determine whether any person has violated, is violating, or is about to 
violate any provision of the federal securities laws or the rules of a 
self-regulatory organization of which the person is a member or 
participant. Unless otherwise ordered by the Commission, the 
investigation or examination is non-public and the reports thereon are 
for staff and Commission use only.
    (b) After investigation or otherwise the Commission may in its 
discretion take one or more of the following actions: Institution of 
administrative proceedings looking to the imposition of remedial 
sanctions, initiation of injunctive proceedings in the courts, and, in 
the case of a willful violation, reference of the matter to the 
Department of Justice for criminal prosecution. The Commission may also, 
on some occasions, refer the matter to, or grant requests for access to 
its files made by, domestic and foreign governmental authorities or 
foreign securities authorities, self-regulatory organizations such as 
stock exchanges or the National Association of Securities Dealers, Inc., 
and other persons or entities.
    (c) Persons who become involved in preliminary or formal 
investigations may, on their own initiative, submit a written statement 
to the Commission setting forth their interests and position in regard 
to the subject matter of the investigation. Upon request, the staff, in 
its discretion, may advise such persons of the general nature of the 
investigation, including the indicated violations as they pertain to 
them, and the amount of time that may be available for preparing and 
submitting a statement prior to the presentation of a staff 
recommendation to the Commission for the commencement of an 
administrative or injunction proceeding. Submissions by interested 
persons should be forwarded to the appropriate Division Director or 
Regional Director with a copy to the staff members conducting the 
investigation and should be clearly referenced to the specific 
investigation to which they relate. In the event a recommendation for 
the commencement of an enforcement proceeding is presented by the staff, 
any submissions by interested persons will be forwarded to the 
Commission in conjunction with the staff memorandum.
    (d) In instances where the staff has concluded its investigation of 
a particular matter and has determined that it will not recommend the 
commencement of an enforcement proceeding against a person, the staff, 
in its discretion, may advise the party that its formal investigation 
has been terminated. Such advice if given must in no way be construed as 
indicating that the party has been exonerated or that no action may 
ultimately result from the staff's investigation of the particular 
matter.
    (e) The Commission has adopted the policy that in any civil lawsuit 
brought by it or in any administrative proceeding of an accusatory 
nature pending before it, it is important to avoid creating, or 
permitting to be created, an impression that a decree is being entered 
or a sanction imposed, when the conduct alleged did not, in fact, occur. 
Accordingly, it hereby announces its

[[Page 204]]

policy not to permit a defendant or respondent to consent to a judgment 
or order that imposes a sanction while denying the allegations in the 
complaint or order for proceedings. In this regard, the Commission 
believes that a refusal to admit the allegations is equivalent to a 
denial, unless the defendant or respondent states that he neither admits 
nor denies the allegations.
    (f) In the course of the Commission's investigations, civil 
lawsuits, and administrative proceedings, the staff, with appropriate 
authorization, may discuss with persons involved the disposition of such 
matters by consent, by settlement, or in some other manner. It is the 
policy of the Commission, however, that the disposition of any such 
matter may not, expressly or impliedly, extend to any criminal charges 
that have been, or may be, brought against any such person or any 
recommendation with respect thereto. Accordingly, any person involved in 
an enforcement matter before the Commission who consents, or agrees to 
consent, to any judgment or order does so solely for the purpose of 
resolving the claims against him in that investigative, civil, or 
administrative matter and not for the purpose of resolving any criminal 
charges that have been, or might be, brought against him. This policy 
reflects the fact that neither the Commission nor its staff has the 
authority or responsibility for instituting, conducting, settling, or 
otherwise disposing of criminal proceedings. That authority and 
responsibility are vested in the Attorney General and representatives of 
the Department of Justice.

[25 FR 6736, July 15, 1960, as amended at 37 FR 23829, Nov. 9, 1972; 37 
FR 25224, Nov. 29, 1972; 44 FR 50835, Aug. 30, 1979; 46 FR 47532, Sept. 
29, 1981; 47 FR 26822, June 22, 1982; 54 FR 24332, June 7, 1989; 59 FR 
5945, Feb. 9, 1994; 73 FR 32227, June 5, 2008]



Sec. 202.6  Adoption, revision, and rescission of rules and regulations
of general application.

    (a) The procedure followed by the Commission in connection with the 
adoption, revision, and rescission of rules of general application 
necessarily varies in accordance with the nature of the rule, the extent 
of public interest therein, and the necessity for speed in its adoption. 
Rules relating to Commission organization, procedure and management, for 
example, are generally adopted by the Commission without affording 
public discussion thereof. On the other hand, in the adoption of 
substantive rules materially affecting an industry or a segment of the 
public, such as accounting rules, every feasible effort is made in 
advance of adoption to receive the views of persons to be affected. In 
such cases, proposals for the adoption, revision, or rescission of rules 
are initiated either by the Commission or by members of the public, and 
to the extent practicable, the practices set forth in paragraph (b) of 
this section are observed.
    (b) After preliminary consideration by the Commission a draft of the 
proposed rule is published in the Federal Register and mailed to 
interested persons (e.g., other interested regulatory bodies, principal 
registrants or persons to be affected, stock exchanges, professional 
societies and leading authorities on the subject concerned and other 
persons requesting such draft) for comments. Unless accorded 
confidential treatment pursuant to statute or rule of the Commission, 
written comments filed with the Commission on or before the closing date 
for comments become a part of the public record upon the proposed rule. 
The Commission, in its discretion, may accept and include in the public 
record written comments received by the Commission after the closing 
date.
    (c) Following analysis of comments received, the rule may be adopted 
in the form published or in a revised form in the light of such 
comments. In some cases, a revised draft is prepared and published and, 
where appropriate, an oral hearing may be held before final action upon 
the proposal. Any interested person may appear at the hearing and/or may 
submit written comment for consideration in accordance with the 
Commission's notice of the rulemaking procedure to be followed. The rule 
in the form in which it is adopted by the Commission is publicly 
released

[[Page 205]]

and is published in the Federal Register.

[25 FR 6736, July 15, 1960, as amended at 44 FR 35208, June 19, 1979; 76 
FR 71875, Nov. 21, 2011]



Sec. 202.7  Submittals.

    (a) All required statements, reports, applications, etc. must be 
filed with the principal office of the Commission unless otherwise 
specified in the Commission's rules, schedules and forms. Reports by 
exchange members, brokers and dealers required by Sec. 240.17a-5 of this 
chapter under the Securities Exchange Act of 1934 must be filed with the 
appropriate regional office as provided in Sec. 230.255(a) of this 
chapter under the Securities Act of 1933, and with the principal office 
of the Commission and the appropriate regional office as provided under 
Sec. 240.17a-5(a) et seq. of this chapter under the Securities Exchange 
Act of 1934.
    (b) Electronic filings. All documents required to be filed in 
electronic format with the Commission pursuant to the federal securities 
laws or the rules and regulations thereunder shall be filed at the 
principal office in Washington, DC via EDGAR by delivery to the 
Commission of a magnetic tape or diskette, or by direct transmission.

[41 FR 44699, Oct. 12, 1976, as amended at 58 FR 14659, Mar. 18, 1993; 
59 FR 5945, Feb. 9, 1994; 73 FR 32227, June 5, 2008]



Sec. 202.8  Small entity compliance guides.

    The following small entity compliance guides are available to the 
public from the Commission's Publications Room and regional offices:
    (a) Q & A: Small Business and the SEC. \1\
---------------------------------------------------------------------------

    \1\ These items are also available on the Securities and Exchange 
Commission Web site on the Internet, http://www.sec.gov.
---------------------------------------------------------------------------

    (b) The Work of the SEC. \1\
    (c) Broker-Dealer Registration Package.
    (d) Investment Adviser Registration Package.
    (e) Investment Company Registration Package.
    (f) Examination Information for Broker-Dealers, Transfer Agents, 
Investment Advisers and Investment Companies.

[62 FR 4105, Jan. 28, 1997]



Sec. 202.9  Small entity enforcement penalty reduction policy.

    The Commission's policy with respect to whether to reduce or assess 
civil money penalties against a small entity is:
    (a) The Commission will consider on a case-by-case basis whether to 
reduce or not assess civil money penalties against a small entity. In 
determining whether to reduce or not assess penalties against a specific 
small entity, the following considerations will apply:
    (1) Except as provided in paragraph (a)(3) of this section, penalty 
reduction will not be available for any small entity if:
    (i) The small entity was subject previously to an enforcement 
action;
    (ii) Any of the small entity's violations involved willful or 
criminal conduct; or
    (iii) The small entity did not make a good faith effort to comply 
with the law.
    (2) In considering whether the Commission will reduce or refrain 
from assessing a civil money penalty, the Commission may consider:
    (i) The egregiousness of the violations;
    (ii) The isolated or repeated nature of the violations;
    (iii) The violator's state of mind when committing the violations;
    (iv) The violator's history (if any) of legal or regulatory 
violations;
    (v) The extent to which the violator cooperated during the 
investigation;
    (vi) Whether the violator has engaged in subsequent remedial efforts 
to mitigate the effects of the violation and to prevent future 
violations;
    (vii) The degree to which a penalty will deter the violator or 
others from committing future violations; and
    (viii) Any other relevant fact.
    (3) The Commission also may consider whether to reduce or not assess 
a civil money penalty against a small entity, including a small entity 
otherwise excluded from this policy under paragraphs (a)(1) (i)-(iii) of 
this section, if the small entity can demonstrate to the Commission's 
satisfaction that it is financially unable to pay the penalty, 
immediately or over a reasonable period of time, in whole or in part.

[[Page 206]]

    (4) For purposes of this policy, an entity qualifies as ``small'' if 
it is a small business or small organization as defined by Commission 
rules adopted for the purpose of compliance with the Regulatory 
Flexibility Act. \1\ An entity not included in these definitions will be 
considered ``small'' for purposes of this policy if it meets the total 
asset amount that applies to issuers as set forth in Sec. 230.157a of 
this chapter. \2\
---------------------------------------------------------------------------

    \1\ Pursuant to the Reg. Flex. Act, 5 U.S.C. Sec. 601(3), the 
Commission has adopted appropriate definitions of ``small business'' for 
purposes of the Reg. Flex. Act. See 17 CFR 270.0-10, 275.0-7, 240.0-10, 
230.157, and 260.0-7. The Commission recently proposed amendments to 
certain of these definitions. Definitions of ``Small Business'' or 
``Small Organization'' Under the Investment Company Act of 1940, the 
Investment Advisers Act of 1940, the Securities Exchange Act of 1934, 
and the Securities Act of 1933, Securities Act Rel. No. 7383, 62 FR 4106 
(Jan. 28, 1997). The Commission extended the comment period for the 
proposed amendments to April 30, 1997, 62 FR 13356 (Mar. 20, 1997). 
Based on an analysis of the language and legislative history of the Reg. 
Flex. Act, Congress does not appear to have intended that Act to apply 
to natural persons (as opposed to individual proprietorships) or to 
foreign entities. The Commission understands that staff at the Small 
Business Administration have taken the same position.
    \2\ At present, this threshold is $5 million. Thus, non-regulated 
entities, such as general partnerships, privately held corporations or 
professional service organizations, with assets of $5 million or less 
may qualify for penalty-reduction.
---------------------------------------------------------------------------

    (b) This policy does not create a right or remedy for any person. 
This policy shall not apply to any remedy that may be sought by the 
Commission other than civil money penalties, whether or not such other 
remedy may be characterized as penal or remedial.

[62 FR 16079, Apr. 4, 1997, as amended at 76 FR 71875, Nov. 21, 2011]



Sec. 202.10  Policy statement of the Securities and Exchange Commission
concerning subpoenas to members of the news media.

    Freedom of the press is of vital importance to the mission of the 
Securities and Exchange Commission. Effective journalism complements the 
Commission's efforts to ensure that investors receive the full and fair 
disclosure that the law requires, and that they deserve. Diligent 
reporting is an essential means of bringing securities law violations to 
light and ultimately helps to deter illegal conduct. In this Policy 
Statement the Commission sets forth guidelines for the agency's 
professional staff to ensure that vigorous enforcement of the federal 
securities laws is conducted completely consistently with the principles 
of the First Amendment's guarantee of freedom of the press, and 
specifically to avoid the issuance of subpoenas to members of the media 
that might impair the news gathering and reporting functions. These 
guidelines shall be adhered to by all members of the staff in all cases:
    (a) In determining whether to issue a subpoena to a member of the 
news media, the approach in every case must be to strike the proper 
balance between the public's interest in the free dissemination of ideas 
and information and the public's interest in effective enforcement of 
the federal securities laws.
    (b) When the staff investigating a matter determines that a member 
of the news media may have information relevant to the investigation, 
the staff should:
    (1) Determine whether the information might be obtainable from 
alternative non-media sources.
    (2) Make all reasonable efforts to obtain that information from 
those alternative sources. Whether all reasonable efforts have been made 
will depend on the particular circumstances of the investigation, 
including whether there is an immediate need to preserve assets or 
protect investors from an ongoing fraud.
    (3) Determine whether the information is essential to successful 
completion of the investigation.
    (c) If the information cannot reasonably be obtained from 
alternative sources and the information is essential to the 
investigation, then the staff, after seeking approval from the 
responsible Regional Director, District Administrator, or Associate 
Director, should contact legal counsel for the member of the news media. 
Staff should contact a member of the news media directly only if the 
member is not represented by legal counsel. The

[[Page 207]]

purpose of this contact is to explore whether the member may have 
information essential to the investigation, and to determine the 
interests of the media with respect to the information. If the nature of 
the investigation permits, the staff should make clear what its needs 
are as well as its willingness to respond to particular problems of the 
media. The staff should consult with the Commission's Office of Public 
Affairs, as appropriate.
    (d) The staff should negotiate with news media members or their 
counsel, consistently with this Policy Statement, to obtain the 
essential information through informal channels, avoiding the issuance 
of a subpoena, if the responsible Regional Director, District 
Administrator, or Associate Director determines that such negotiations 
would not substantially impair the integrity of the investigation. 
Depending on the circumstances of the investigation, informal channels 
may include voluntary production, informal interviews, or written 
summaries.
    (e) If negotiations are not successful in achieving a resolution 
that accommodates the Commission's interest in the information and the 
media's interests without issuing a subpoena, the staff investigating 
the matter should then consider whether to seek the issuance of a 
subpoena for the information. The following principles should guide the 
determination of whether a subpoena to a member of the news media should 
be issued:
    (1) There should be reasonable grounds to believe that the 
information sought is essential to successful completion of the 
investigation. The subpoena should not be used to obtain peripheral or 
nonessential information.
    (2) The staff should have exhausted all reasonable alternative means 
of obtaining the information from non-media sources. Whether all 
reasonable efforts have been made to obtain the information from 
alternative sources will depend on the particular circumstances of the 
investigation, including whether there is an immediate need to preserve 
assets or protect investors from an ongoing fraud.
    (f) If there are reasonable grounds to believe the information 
sought is essential to the investigation, all reasonable alternative 
means of obtaining it have been exhausted, and all efforts at 
negotiation have failed, then the staff investigating the matter shall 
seek authorization for the subpoena from the Director of the Division of 
Enforcement. No subpoena shall be issued unless the Director, in 
consultation with the General Counsel, has authorized its issuance.
    (g) In the event the Director of the Division of Enforcement, after 
consultation with the General Counsel, authorizes the issuance of a 
subpoena, notice shall immediately be provided to the Chairman of the 
Commission.
    (h) Counsel (or the member of the news media, if not represented by 
counsel) shall be given reasonable and timely notice of the 
determination of the Director of the Division of Enforcement to 
authorize the subpoena and the Director's intention to issue it.
    (i) Subpoenas should be negotiated with counsel for the member of 
the news media to narrowly tailor the request for only essential 
information. In negotiations with counsel, the staff should attempt to 
accommodate the interests of the Commission in the information with the 
interests of the media.
    (j) Subpoenas should, wherever possible, be directed at material 
information regarding a limited subject matter, should cover a 
reasonably limited period of time, and should avoid requiring production 
of a large volume of unpublished material. They should give reasonable 
and timely notice of their demand for documents.
    (k) In the absence of special circumstances, subpoenas to members of 
the news media should be limited to the verification of published 
information and to surrounding circumstances relating to the accuracy of 
published information.
    (l) Because the intent of this policy statement is to protect 
freedom of the press, news gathering functions, and news media sources, 
this policy statement does not apply to demands for purely commercial or 
financial information unrelated to the news gathering function.
    (m) Failure to follow this policy may constitute grounds for 
appropriate disciplinary action. The principles set

[[Page 208]]

forth in this statement are not intended to create or recognize any 
legally enforceable rights in any person.

[71 FR 20340, Apr. 20, 2006]



Sec. 202.12  Policy statement concerning cooperation by individuals in
its investigations and related enforcement actions.

    Cooperation by individuals and entities in the Commission's 
investigations and related enforcement actions can contribute 
significantly to the success of the agency's mission. Cooperation can 
enhance the Commission's ability to detect violations of the federal 
securities laws, increase the effectiveness and efficiency of the 
Commission's investigations, and provide important evidence for the 
Commission's enforcement actions. There is a wide spectrum of tools 
available to the Commission and its staff for facilitating and rewarding 
cooperation by individuals, ranging from taking no enforcement action to 
pursuing reduced charges and sanctions in connection with enforcement 
actions. As with any cooperation program, there exists some tension 
between the objectives of holding individuals fully accountable for 
their misconduct and providing incentives for individuals to cooperate 
with law enforcement authorities. This policy statement sets forth the 
analytical framework employed by the Commission and its staff for 
resolving this tension in a manner that ensures that potential 
cooperation arrangements maximize the Commission's law enforcement 
interests. Although the evaluation of cooperation requires a case-by-
case analysis of the specific circumstances presented, as described in 
greater detail below, the Commission's general approach is to determine 
whether, how much, and in what manner to credit cooperation by 
individuals by evaluating four considerations: the assistance provided 
by the cooperating individual in the Commission's investigation or 
related enforcement actions (``Investigation''); the importance of the 
underlying matter in which the individual cooperated; the societal 
interest in ensuring that the cooperating individual is held accountable 
for his or her misconduct; and the appropriateness of cooperation credit 
based upon the profile of the cooperating individual. In the end, the 
goal of the Commission's analysis is to protect the investing public by 
determining whether the public interest in facilitating and rewarding an 
individual's cooperation in order to advance the Commission's law 
enforcement interests justifies the credit awarded to the individual for 
his or her cooperation.
    (a) Assistance provided by the individual. The Commission assesses 
the assistance provided by the cooperating individual in the 
Investigation by considering, among other things:
    (1) The value of the individual's cooperation to the Investigation 
including, but not limited to:
    (i) Whether the individual's cooperation resulted in substantial 
assistance to the Investigation;
    (ii) The timeliness of the individual's cooperation, including 
whether the individual was first to report the misconduct to the 
Commission or to offer his or her cooperation in the Investigation, and 
whether the cooperation was provided before he or she had any knowledge 
of a pending investigation or related action;
    (iii) Whether the Investigation was initiated based on information 
or other cooperation provided by the individual;
    (iv) The quality of cooperation provided by the individual, 
including whether the cooperation was truthful, complete, and reliable; 
and
    (v) The time and resources conserved as a result of the individual's 
cooperation in the Investigation.
    (2) The nature of the individual's cooperation in the Investigation 
including, but not limited to:
    (i) Whether the individual's cooperation was voluntary or required 
by the terms of an agreement with another law enforcement or regulatory 
organization;
    (ii) The types of assistance the individual provided to the 
Commission;
    (iii) Whether the individual provided non-privileged information, 
which information was not requested by the staff or otherwise might not 
have been discovered;
    (iv) Whether the individual encouraged or authorized others to 
assist the staff who might not have otherwise participated in the 
Investigation; and

[[Page 209]]

    (v) Any unique circumstances in which the individual provided the 
cooperation.
    (b) Importance of the underlying matter. The Commission assesses the 
importance of the Investigation in which the individual cooperated by 
considering, among other things:
    (1) The character of the Investigation including, but not limited 
to:
    (i) Whether the subject matter of the Investigation is a Commission 
priority;
    (ii) The type of securities violations;
    (iii) The age and duration of the misconduct;
    (iv) The number of violations; and
    (v) The isolated or repetitive nature of the violations.
    (2) The dangers to investors or others presented by the underlying 
violations involved in the Investigation including, but not limited to:
    (i) The amount of harm or potential harm caused by the underlying 
violations;
    (ii) The type of harm resulting from or threatened by the underlying 
violations; and
    (iii) The number of individuals or entities harmed.\1\
---------------------------------------------------------------------------

    \1\ Cooperation in Investigations that involve priority matters or 
serious, ongoing, or widespread violations will be viewed most 
favorably.
---------------------------------------------------------------------------

    (c) Interest in holding the individual accountable. The Commission 
assesses the societal interest in holding the cooperating individual 
fully accountable for his or her misconduct by considering, among other 
things:
    (1) The severity of the individual's misconduct assessed by the 
nature of the violations and in the context of the individual's 
knowledge, education, training, experience, and position of 
responsibility at the time the violations occurred;
    (2) The culpability of the individual, including, but not limited 
to, whether the individual acted with scienter, both generally and in 
relation to others who participated in the misconduct;
    (3) The degree to which the individual tolerated illegal activity 
including, but not limited to, whether he or she took steps to prevent 
the violations from occurring or continuing, such as notifying the 
Commission or other appropriate law enforcement agency of the misconduct 
or, in the case of a violation involving a business organization, by 
notifying members of management not involved in the misconduct, the 
board of directors or the equivalent body not involved in the 
misconduct, or the auditors of such business organization of the 
misconduct;
    (4) The efforts undertaken by the individual to remediate the harm 
caused by the violations including, but not limited to, whether he or 
she paid or agreed to pay disgorgement to injured investors and other 
victims or assisted these victims and the authorities in the recovery of 
the fruits and instrumentalities of the violations; and
    (5) The sanctions imposed on the individual by other federal or 
state authorities and industry organizations for the violations involved 
in the Investigation.
    (d) Profile of the individual. The Commission assesses whether, how 
much, and in what manner it is in the public interest to award credit 
for cooperation, in part, based upon the cooperating individual's 
personal and professional profile by considering, among other things:
    (1) The individual's history of lawfulness, including complying with 
securities laws or regulations;
    (2) The degree to which the individual has demonstrated an 
acceptance of responsibility for his or her past misconduct; and
    (3) The degree to which the individual will have an opportunity to 
commit future violations of the federal securities laws in light of his 
or her occupation--including, but not limited to, whether he or she 
serves as: A licensed individual, such as an attorney or accountant; an 
associated person of a regulated entity, such as a broker or dealer; a 
fiduciary for other individuals or entities regarding financial matters; 
an officer or director of public companies; or a member of senior 
management--together with any existing or proposed safeguards based upon 
the individual's particular circumstances.
    Note to Sec. 202.12: Before the Commission evaluates an individual's 
cooperation, it analyzes the unique facts and circumstances of the case. 
The above principles are not listed in order of importance nor are they 
intended

[[Page 210]]

to be all-inclusive or to require a specific determination in any 
particular case. Furthermore, depending upon the facts and circumstances 
of each case, some of the principles may not be applicable or may 
deserve greater weight than others. Finally, neither this statement, nor 
the principles set forth herein creates or recognizes any legally 
enforceable rights for any person.

[75 FR 3123, Jan. 19, 2010]



   Subpart A_Public Company Accounting Oversight Board (Regulation P)



Sec. 202.140  Interim Commission review of PCAOB inspection reports.

    (a) Definitions.
    (1) Board or PCAOB means the Public Company Accounting Oversight 
Board.
    (2) Registered public accounting firm or Firm shall have the meaning 
set forth in 15 U.S.C. 7201(a)(12).
    (3) Associated person means a person associated with the registered 
public accounting firm as defined in 15 U.S.C. 7201(a)(9).
    (b) Reviewable matters. A registered public accounting firm may 
request interim Commission review of an assessment or determination by 
the PCAOB contained in an inspection report prepared under 15 U.S.C. 
7214 and relating to that firm, if the firm:
    (1) Has provided the PCAOB with a response, pursuant to the rules of 
the PCAOB, to the substance of particular items in a draft inspection 
report and disagrees with the assessments relating to those items 
contained in any final inspection report prepared by the PCAOB following 
such response;
    (2) Disagrees with an assessment contained in any final inspection 
report that was not contained in the draft inspection report provided to 
the firm under 15 U.S.C. 7214(f) or the rules of the PCAOB; or
    (3) Disagrees with the determination of the PCAOB that criticisms or 
defects in the quality control systems of the firm that were identified 
in an inspection report, but not disclosed to the public, have not been 
addressed to the satisfaction of the PCAOB within 12 months after the 
date of that inspection report.
    (c) Procedures for requesting interim Commission review. (1) A 
request for interim Commission review with respect to matters described 
in paragraph (b) of this section must be submitted to the Commission's 
Office of the Secretary within 30 calendar days of the following:
    (i) The date the firm is provided a copy of the final inspection 
report described in paragraph (b)(1) or (b)(2) of this section; or
    (ii) The date the firm receives notice of the PCAOB's determination 
described in paragraph (b)(3) of this section.
    (2) The PCAOB shall not make publicly available the final inspection 
report or criticisms or defects in the quality control systems of the 
firm subject to a determination described in paragraph (b) of this 
section, as applicable, during the 30-day period during which the firm 
may request interim Commission review, unless the firm consents in 
writing to earlier publication of the report.
    (3) A request for interim Commission review (``request'' or 
``submission'') must be marked ``Request for Interim Commission Review 
With Respect to PCAOB Inspection Report.'' The request must focus on the 
specific matters for which relief is requested and succinctly address 
the issues raised by the PCAOB. The request, to the extent possible, 
should include, for example:
    (i) A copy of the particular inspection report that is the subject 
of the request;
    (ii) The specific assessments or determinations that are the subject 
of the request;
    (iii) The alleged errors or deficiencies in the PCAOB's assessments 
or determination and the reasons for the firm's position;
    (iv) If the matter is being reviewed under paragraph (b)(3) of this 
section, any actions taken by the registered public accounting firm to 
address criticisms or defects identified in the inspection report; and
    (v) Any supporting documentation relevant to the review.
    (4) The firm must provide a copy of its review request to the PCAOB 
simultaneously with its submission to the Commission.
    (5) A timely review request by a firm will operate as a stay of 
publication of

[[Page 211]]

those portions of the final inspection report or criticisms or defects 
in the quality control systems of the firm subject to a determination 
described in paragraph (b) of this section, as applicable, that are the 
subject of the firm's review request, unless the Commission otherwise 
determines in its own discretion. Upon expiration of the 30-day period 
during which the firm may request interim Commission review, the PCAOB 
shall make publicly available the remainder of the final inspection 
report or criticisms or defects in the quality control systems of the 
firm that were indentified in an inspection report, as applicable, that 
are not the subject of the firm's review request, unless the Commission 
otherwise determines that such a result would not be necessary or 
appropriate.
    (6) If the firm fails to make a timely review request, pursuant to 
Section 104(g)(2) of the Act, the PCAOB shall make publicly available 
the final inspection report or criticisms or defects in the quality 
control systems of the firm that were indentified in an inspection 
report, as applicable.
    (d) Procedures for granting or denying the review request. Within 30 
calendar days of a timely review request, the Commission will notify the 
firm and the PCAOB as to whether the Commission will exercise its 
discretion to grant the request for an interim review. If the Commission 
does not grant the review request, the stay of publication is terminated 
upon notification to the firm and the PCAOB. If the Commission does 
grant the review request, the stay of publication shall continue unless 
the Commission determines otherwise in its own discretion, or unless the 
firm consents in writing to the PCAOB, with a copy to the Commission, to 
earlier publication.
    (e) Procedures where a review request has been granted. (1) Where 
the Commission has notified the firm and the PCAOB that it is granting 
the request for an interim review, the PCAOB may submit responsive 
information and documents with the Commission within 15 calendar days of 
receipt of such notice. The PCAOB must provide a copy of such 
information and documents simultaneously to the firm.
    (2) During the course of the interim review, the Commission may 
request additional information relating to the PCAOB's assessments or 
determination under review, and provide a period of up to seven calendar 
days to respond to such request, from the PCAOB, the firm, and any 
associated person of the firm. The Commission may grant the firm or the 
PCAOB a period of up to seven calendar days to respond to any 
information obtained pursuant to this paragraph. The firm or the PCAOB, 
as applicable, shall provide simultaneously to the other party all 
information provided as a result of a request for additional information 
or responses thereto. The firm with which any associated person from 
whom information is requested shall provide simultaneously to the PCAOB 
all information provided as a result of a request for additional 
information or responses thereto. If the firm (including any associated 
person) or the PCAOB fails to respond timely to a request from the 
Commission, such failure may serve as the basis for the Commission to 
conclude its review and make a determination adverse to the non-
responsive party.
    (3) The Commission, based on the information submitted by the firm, 
the PCAOB and any associated persons, shall consider whether the PCAOB's 
assessments or determination are arbitrary and capricious, or otherwise 
not consistent with the purposes of the Act.
    (4) At the conclusion of its review, the Commission shall inform the 
firm and the PCAOB in writing that the Commission:
    (i) Does not object to all or part of the assessments or 
determination of the PCAOB and the stay of publication is terminated; or
    (ii) Remands to the PCAOB with instructions that the stay of 
publication is permanent or that the PCAOB take such other actions as 
the Commission deems necessary or appropriate with respect to 
publication, including, but not limited to, revising the final 
inspection report or determinations before publication.
    (5) The review pursuant to this section shall be completed and a 
written notice pursuant to this section shall be

[[Page 212]]

sent no more than 75 calendar days after notification to the firm and 
the PCAOB that the Commission is granting the request for an interim 
review, unless the Commission extends the period for good cause.
    (f) Treatment of review. (1) Time periods in this section shall be 
computed as provided in the Commission's Rules of Practice, 17 CFR 
201.160.
    (2) Unless otherwise determined by the Commission, the decision to 
grant or deny a review request and the conclusions of the Commission's 
review shall be non-public, and the information or documents submitted, 
created, or obtained by the Commission or its staff in the course of the 
review shall be deemed non-public. Nothing in this rule shall be 
construed to impair or limit the ability of any party to request 
confidential treatment under the Freedom of Information Act, 15 U.S.C. 
7215(b)(5), or any other applicable law.
    (3) Pursuant to 15 U.S.C. 7214(h)(2), any decision of the Commission 
as a result of an interim review with respect to a PCAOB inspection 
report, including whether a request for review is granted or denied, 
shall not be reviewable under 15 U.S.C. 78y and shall not be deemed to 
be ``final agency action'' for purposes of 5 U.S.C. 704.
    (4) Any action taken by the Commission relates solely to the 
publication of the relevant inspection report and does not affect the 
ability of the Commission or PCAOB to take appropriate action.
    (g) Designation of address; Representation. (1) When a registered 
public accounting firm first submits a request for interim Commission 
review, or an associated person first submits information related to a 
request, the firm or associated person shall submit to the Commission, 
and keep current, an address at which any notice or other written 
communication furnished to the firm or associated person may be sent, a 
contact name and telephone number where the firm or associated person 
may be reached during business hours and, if represented, the 
representative's name, business address, and telephone number.
    (2) If the firm, PCAOB, or associated person will be represented by 
a representative, the initial submission of that person shall be 
accompanied by the notice of appearance required by Sec. 201.102(d). The 
other provisions of Sec. 201.102 with respect to representation before 
the Commission shall apply.

[75 FR 47449, Aug. 6, 2010]



Sec. 202.170  Initiation of disapproval proceedings for PCAOB proposed
rules.

    Initiation of disapproval proceedings for proposed rules of the 
Public Company Accounting Oversight Board as defined by section 107 of 
the Sarbanes-Oxley Act of 2002 are subject to the provisions of 
Secs. 201.700 and 201.701 of this chapter as fully as if it were a 
registered securities association, except that:
    (a) Demonstration of consistency with the Sarbanes-Oxley Act of 
2002. For purposes of proposed rules of the Public Company Accounting 
Oversight Board, apply this paragraph in lieu of paragraph (b)(3) of 
Sec. 201.700 of this chapter. The burden to demonstrate that a proposed 
rule is consistent with the requirements of title I of the Sarbanes-
Oxley Act of 2002, and the rules and regulations issued thereunder, or 
as necessary or appropriate in the public interest or for the protection 
of investors, is on the Public Company Accounting Oversight Board. In 
its filing the Public Company Accounting Oversight Board must explain in 
a clear and comprehensible manner why the proposed rule change is 
consistent with the requirements of title I of the Sarbanes-Oxley Act of 
2002 and the rules and regulations thereunder, or as necessary or 
appropriate in the public interest or for the protection of investors. A 
mere assertion that the proposed rule change is consistent with those 
requirements is not sufficient. Instead, the description of the proposed 
rule, its purpose and operation, its effect, and a legal analysis of its 
consistency with applicable requirements must all be sufficiently 
detailed and specific to support an affirmative Commission finding. Any 
failure by the Public Company Accounting Oversight Board in its proposed 
rule filing with the Commission may result in the Commission not having 
a sufficient basis to make an affirmative finding that a proposed rule 
change is consistent with the title I of the Sarbanes-Oxley Act of 2002, 
and the rules and

[[Page 213]]

regulations issued thereunder, or as necessary or appropriate in the 
public interest or for the protection of investors.
    (b) For each reference to ``the Exchange Act and the rules and 
regulations thereunder applicable to the self-regulatory organization'' 
apply ``title I of the Sarbanes-Oxley Act of 2002, and the rules and 
regulations issued thereunder applicable to such organization, or as 
necessary or appropriate in the public interest or for the protection of 
investors.''

[76 FR 4072, Jan. 24, 2011]



Sec. 202.190  Public Company Accounting Oversight Board budget approval
process.

    (a) Purpose. These procedures are established in connection with 
consideration and approval of the budget and the accounting support fee 
for the Public Company Accounting Oversight Board (PCAOB). Actions 
attributed to the PCAOB in this section shall be performed as authorized 
by the Sarbanes-Oxley Act of 2002 and the PCAOB's bylaws.
    (b) Definitions. For the purposes of this section, the following 
definitions shall apply:
    (1) Budget category means a grouping of similar expenditures within 
the PCAOB's budget. Budget categories shall include, among others: 
personnel, training, recruiting and relocation expenses, information 
technology, consulting and professional fees, travel, administrative 
expenses, lease costs and related expenses, and capital improvements of 
facilities.
    (2) Budget justification means the justification for each annual 
budget, prepared in concise and specific terms, covering all of the 
PCAOB's programs and activities, and including, among other things as 
may be requested by the Commission:
    (i) A performance budget for the budget year;
    (ii) An analysis of the PCAOB's budget, including a tabular 
presentation that identifies the budgetary resources required for each 
program area (with a breakout of resources by budget category); a 
description of the budgetary resources identified in the budget in the 
context of the PCAOB's programs and activities; and an explanation of 
the analysis used to determine the resources needed to accomplish each 
program and strategic goal that demonstrates that reasonable 
opportunities for making more efficient and effective use of resources 
have been explored;
    (iii) A description of the relationship between the results or 
outcomes the PCAOB expects to achieve (as discussed in the PCAOB's 
strategic plan) and the resources requested in the budget;
    (iv) Assumptions underlying the calculation of the working capital 
reserve as permitted in paragraph (d)(3) of this section and assumptions 
underlying PCAOB estimates, including work years, program outputs, base 
compensation levels and proposed compensation increases, and costs of 
inputs such as materials or contract costs;
    (v) A discussion of any models used to develop PCAOB estimates;
    (vi) Detailed funding levels for education, training, and travel of 
the PCAOB workforce;
    (vii) Information sufficient for the Commission to assess current 
and proposed capital projects and information technology projects; and
    (viii) A statement that the PCAOB has considered relative costs and 
benefits in formulating the programs, projects and activities described 
in the budget.
    (3) Budget year means the PCAOB fiscal year that is the subject of 
the budget prepared and submitted by the PCAOB to the Commission for 
approval.
    (4) Current year means the PCAOB fiscal year that precedes the 
budget year, and is the year in which the PCAOB prepares the budget.
    (5) Performance budget means a budget that presents what the PCAOB 
proposes to accomplish in the budget year and what resources these 
proposals will require, and that serves as the primary basis for the 
justification of the budget submitted to the Commission for approval. 
The performance budget includes:
    (i) A description of what the PCAOB plans to accomplish, organized 
by strategic goal;

[[Page 214]]

    (ii) Background on what the PCAOB has accomplished, organized by 
strategic goal;
    (iii) Analyses of the strategies the PCAOB uses to influence 
strategic outcomes, including whether those strategies could be improved 
and, if so, how they could be improved;
    (iv) Analyses of the programs that contribute to each goal and their 
relative roles and effectiveness;
    (v) Performance targets for the budget year and the current year and 
how the PCAOB expects to achieve those targets, as well as actual 
performance levels achieved in the year immediately preceding the 
current year;
    (vi) The budgetary resources the PCAOB is requesting to achieve 
those targets;
    (vii) Descriptions of the operations, processes, staff skills, 
information and other technologies, human resources, capital assets, and 
other resources to be used in achieving the PCAOB's performance goals; 
and
    (viii) Descriptions of the programs, policies, and management, 
regulatory, and other initiatives and approaches to be used in achieving 
the PCAOB's performance goals.
    (6) Preliminary budget means the draft budget submitted for initial 
consideration by the Commission, which shall be a complete or 
substantially complete budget for the budget year, and which is 
accompanied by a budget justification.
    (7) Program area means the array of the budgeted amounts and other 
budget-related data according to the major purpose served, such as 
registration, inspection, standard-setting, enforcement, and 
administration.
    (8) Receipts means collections that result from issuers' payments of 
accounting support fees; public accounting firms' payment of 
registration fees and fees associated with annual reports; interest 
income; and other sources of revenue.
    (9) Strategic plan means the PCAOB's overarching plan for 
accomplishing its strategic goals, including forecasts for the current 
and four following years; estimates of the effect that reasonably 
foreseeable changes impacting the auditing profession and securities 
markets could have on program levels; and a discussion of the impact 
that program levels and changes in methods of program delivery, 
including advances in technology, could have on program operations and 
administration.
    (10) Supplemental budget means a budget or amendment thereto 
submitted to the Commission for approval subsequent to Commission 
approval of the budget for the budget year, when:
    (i) There is a need for additional funds in a program area;
    (ii) Resources are to be applied in a manner not fairly implied in 
the Commission-approved budget and budget justification, such as when 
programs are created to perform functions that are not, or to perform 
functions in a way that is not, fairly implied from the Commission-
approved budget and budget justification; or
    (iii) Programs described in the Commission-approved budget and 
budget justification are to be eliminated.
    (c) Timetable. The timetable for preparation and submission of the 
annual budget is as follows:

------------------------------------------------------------------------
             Date                                Event
------------------------------------------------------------------------
On or before March 15........  PCAOB provides a narrative of its program
                                issues and outlook for the budget year.
On or before April 30........  Commission provides economic assumptions
                                and general budgetary guidance to the
                                PCAOB.
On or before July 31.........  PCAOB submits preliminary budget and
                                budget justification for Commission
                                review.
August-October...............  Consultation between Commission and
                                PCAOB; Commission staff conducts review
                                of PCAOB preliminary budget, budget
                                justification and related information.
On or before October 31......  Commission passback of budget to the
                                PCAOB with proposed revisions.
On or before November 30.....  PCAOB adopts budget and submits it, along
                                with the budget justification, to the
                                Commission.
On or before December 23.....  Commission votes on the PCAOB budget.
------------------------------------------------------------------------

    (d) Contents of budget. (1) To facilitate Commission review and 
approval, each budget (including each preliminary budget and budget 
submitted for Commission approval) shall:

[[Page 215]]

    (i) Be accompanied by a budget justification.
    (ii) Include information for the budget year, the current year, and 
the year immediately preceding the current year, regarding actual or 
projected spending by program area, receipts, debt, and employment 
levels.
    (iii) Be consistent with, or explain any deviations from, the 
economic assumptions and budgetary guidance provided by the Commission.
    (iv) Include statements of PCAOB programs, initiatives and 
strategies for the budget year.
    (v) Earmark each amount for a specific budget category within a 
program area.
    (vi) Include planned beginning-of-year and end-of-year headcounts 
for each program area.
    (2) Each budget submitted for Commission approval shall be 
consistent with the preliminary budget and any revisions proposed by the 
Commission when the budget was passed from the Commission back to the 
PCAOB or explain any changes from the preliminary budget and/or such 
proposed revisions.
    (3) In addition to amounts needed to fund disbursements during the 
budget year, a budget may reflect receipts in amounts needed to fund 
expected disbursements during a period not to exceed the first five 
months of the fiscal year immediately following the budget year (the 
working capital reserve), provided such amounts shall be disbursed only 
as specified in the following year's budget or in a supplemental budget 
approved by the Commission.
    (4) In approving the budget the Commission may not change the 
amounts earmarked for programs, program areas, or activities, or any 
other aspects of the budget; provided, that if the budget is 
conditionally rather than finally approved, then the Commission may 
transmit to the Board such proposed changes as are consistent with the 
preliminary budget and any revisions previously proposed by the 
Commission when it passed the budget back to the PCAOB. No proposed 
reduction or increase may be greater than that included in the 
preliminary budget and any revisions previously proposed by the 
Commission when it passed the budget back to the PCAOB.
    (5) In the event the budget is conditionally approved by the 
Commission, the PCAOB shall have the opportunity to consider the changes 
proposed by the Commission and to vote again for final approval of the 
budget as amended. If this iterative process has not resolved 
differences between the Commission and the PCAOB by December 23, then 
the terms of the most recent conditional approval shall become final, 
and the budget shall be deemed finally approved.
    (e) Limitation on spending. (1) The PCAOB shall not spend in a 
budget year more than the amount specified in the Commission-approved 
PCAOB budget for that year, regardless of the source of the funds, 
unless such expenses have been approved by the Commission through a 
supplemental budget request.
    (2) Funds may be disbursed by the PCAOB only in accordance with the 
Commission approved budget, provided however, during the budget year the 
PCAOB may transfer amounts totaling not more than $1,000,000 into or out 
of each program area without prior Commission approval. Further, the 
PCAOB shall not:
    (i) Apply its resources in a manner not fairly implied in the 
Commission-approved budget and budget justification, such as to create 
programs to perform functions that are not, or to perform functions in a 
way that is not, fairly implied from the Commission-approved budget and 
budget justification, or
    (ii) Eliminate programs described in the Commission-approved budget 
and budget justification.
    (3) In the event that the Commission has not approved a budget for a 
PCAOB fiscal year before the beginning of that fiscal year, the PCAOB 
may spend funds from the reserve and continue to incur obligations as if 
the PCAOB budget or supplemental budget most recently approved by the 
Commission were continuing in effect for that fiscal year.
    (f) Supplemental budget. (1) The PCAOB may submit to the Commission

[[Page 216]]

a request for approval of a supplemental budget subsequent to Commission 
approval of the budget for the budget year in order to spend any amounts 
in excess of, or contrary to, the limitations described in paragraphs 
(e)(1) and (e)(2) of this section.
    (2) To facilitate Commission review and approval, a supplemental 
budget shall include:
    (i) Detailed information regarding the impact of the supplemental 
budget on each affected program area, including costs by cost category, 
project or activity;
    (ii) A statement regarding how the supplemental budget facilitates 
the strategic and policy goals of the PCAOB;
    (iii) Information indicating why the amount was not included in the 
budget for the current year, including a description of any subsequent 
and unforeseen events or circumstances necessitating the supplemental 
budget request;
    (iv) Information indicating why the request should not or cannot be 
postponed until the next regular annual budget process; and
    (v) The proposed source for the funds, including any offsets to be 
made elsewhere in the PCAOB's programs and activities.
    (g) Maintenance of records; reports. (1) The PCAOB shall maintain, 
and make available to the Commission or Commission staff upon request, a 
strategic plan and records in reasonable detail that support each 
preliminary budget, budget, budget justification, supplemental budget 
and other report or communication in compliance with this section, 
including past and projected receipts, outlays, obligations, and 
employment levels.
    (2) The PCAOB is required to maintain and, within 30 business days 
after the end of each fiscal quarter, to furnish to the Commission a 
report of its spending and staffing levels for the quarter just ended, 
comparing those levels to the levels in the Commission approved budget.
    (h) Publication of budget. (1) Following submission of the PCAOB-
approved budget to the Commission, such budget and budget justification, 
subject to any applicable exemption under the Freedom of Information 
Act, shall be made available to the public. Neither the Commission nor 
the PCAOB shall publish a preliminary budget, budget, budget 
justification, or any underlying materials in connection therewith, 
until such time as the budget is approved by the PCAOB and submitted to 
the Commission for its approval.
    (2) Supplemental budgets shall be made public, following approval by 
the PCAOB and submission to the Commission, in the same manner as 
described in paragraph (h)(1) of this section.
    (3) The Commission-approved budget shall be made available to the 
public at the time of such approval.
    (i) Waivers of rule provisions. The Commission, in its discretion, 
may waive compliance with any provision of this Sec. 202.11.

[71 FR 42001, July 24, 2006. Redesignated at 75 FR 47451, Aug. 6, 2010]



PART 203_RULES RELATING TO INVESTIGATIONS--Table of Contents



                          Subpart A_In General

Sec.
203.1  Application of the rules of this part.
203.2  Information obtained in investigations and examinations.
203.3  Suspension and disbarment.

               Subpart B_Formal Investigative Proceedings

203.4  Applicability of Secs. 203.4 through 203.8.
203.5  Non-public formal investigative proceedings.
203.6  Transcripts.
203.7  Rights of witnesses.
203.8  Service of subpoenas.

    Authority: 15 U.S.C. 77s, 77sss, 78w, 80a-37, and 80b-11, unless 
otherwise noted.

    Source: 29 FR 3620, Mar. 21, 1964, unless otherwise noted.



                          Subpart A_In General



Sec. 203.1  Application of the rules of this part.

    The rules of this part apply only to investigations conducted by the 
Commission. They do not apply to adjudicative or rulemaking proceedings.

[[Page 217]]



Sec. 203.2  Information obtained in investigations and examinations.

    Information or documents obtained by the Commission in the course of 
any investigation or examination, unless made a matter of public record, 
shall be deemed non-public, but the Commission approves the practice 
whereby officials of the Divisions of Enforcement, Corporation Finance, 
Market Regulation and Investment Management and the Office of 
International Affairs at the level of Assistant Director or higher, and 
officials in Regional Offices at the level of Assistant Regional 
Director or higher, may engage in and may authorize members of the 
Commission's staff to engage in discussions with persons identified in 
Sec. 240.24c-1(b) of this chapter concerning information obtained in 
individual investigations or examinations, including formal 
investigations conducted pursuant to Commission order.

[58 FR 52419, Oct. 8, 1993, as amended at 59 FR 5945, Feb. 9, 1994; 73 
FR 32227, June 5, 2008]



Sec. 203.3  Suspension and disbarment.

    The provisions of Sec. 201.102(e) of this chapter (Rule 102(e) of 
the Commission's rules of practice) are hereby made specifically 
applicable to all investigations.

[29 FR 3620, Mar. 21, 1964, as amended at 60 FR 32823, June 23, 1995]



               Subpart B_Formal Investigative Proceedings



Sec. 203.4  Applicability of Secs. 203.4 through 203.8.

    (a) Sections 203.4 through 203.8 shall be applicable to a witness 
who is sworn in a proceeding pursuant to a Commission order for 
investigation or examination, such proceeding being hereinafter referred 
to as a formal investigative proceeding.
    (b) Formal investigative proceedings may be held before the 
Commission, before one or more of its members, or before any officer 
designated by it for the purpose of taking testimony of witnesses and 
received other evidence. The term officer conducting the investigation 
shall mean any of the foregoing.



Sec. 203.5  Non-public formal investigative proceedings.

    Unless otherwise ordered by the Commission, all formal investigative 
proceedings shall be non-public.



Sec. 203.6  Transcripts.

    Transcripts, if any, of formal investigative proceedings shall be 
recorded solely by the official reporter, or by any other person or 
means designated by the officer conducting the investigation. A person 
who has submitted documentary evidence or testimony in a formal 
investigative proceeding shall be entitled, upon written request, to 
procure a copy of his documentary evidence or a transcript of his 
testimony on payment of the appropriate fees: Provided, however, That in 
a nonpublic formal investigative proceeding the Commission may for good 
cause deny such request. In any event, any witness, upon proper 
identification, shall have the right to inspect the official transcript 
of the witness' own testimony.

(15 U.S.C. 78d-1)

[37 FR 25166, Nov. 28, 1972]



Sec. 203.7  Rights of witnesses.

    (a) Any person who is compelled or requested to furnish documentary 
evidence or testimony at a formal investigative proceeding shall, upon 
request, be shown the Commission's order of investigation. Copies of 
formal orders of investigation shall not be furnished, for their 
retention, to such persons requesting the same except with the express 
approval of officials in the Regional Offices at the level of Assistant 
Regional Director or higher, or officials in the Division or Divisions 
conducting or supervising the investigation at the level of Assistant 
Director or higher. Such approval shall not be given unless the person 
granting such approval, in his or her discretion, is satisfied that 
there exist reasons consistent both with the protection of privacy of 
persons involved in the investigation and with the unimpeded conduct of 
the investigation.
    (b) Any person compelled to appear, or who appears by request or 
permission of the Commission, in person at a formal investigative 
proceeding may be

[[Page 218]]

accompanied, represented and advised by counsel, as defined in 
Sec. 201.101(a) of this chapter (Rule 101(a) of the Commission's rules 
of practice): Provided, however, That all witnesses shall be 
sequestered, and unless permitted in the discretion of the officer 
conducting the investigation no witness or the counsel accompanying any 
such witness shall be permitted to be present during the examination of 
any other witness called in such proceeding.
    (c) The right to be accompanied, represented and advised by counsel 
shall mean the right of a person testifying to have an attorney present 
with him during any formal investigative proceeding and to have this 
attorney (1) advise such person before, during and after the conclusion 
of such examination, (2) question such person briefly at the conclusion 
of the examination to clarify any of the answers such person has given, 
and (3) make summary notes during such examination solely for the use of 
such person.
    (d) Unless otherwise ordered by the Commission, in any public formal 
investigative proceeding, if the record shall contain implications of 
wrongdoing by any person, such person shall have the right to appear on 
the record; and in addition to the rights afforded other witnesses 
hereby, he shall have a reasonable opportunity of cross-examination and 
production of rebuttal testimony or documentary evidence. Reasonable 
shall mean permitting persons as full an opportunity to assert their 
position as may be granted consistent with administrative efficiency and 
with avoidance of undue delay. The determination of reasonableness in 
each instance shall be made in the discretion of the officer conducting 
the investigation.
    (e) The officer conducting the investigation may report to the 
Commission any instances where any witness or counsel has been guilty of 
dilatory, obstructionist or contumacious conduct during the course of an 
investigation or any other instance of violation of these rules. The 
Commission will thereupon take such further action as the circumstances 
may warrant, including suspension or disbarment of counsel from further 
appearance or practice before it, in accordance with Sec. 201.102(e) of 
this chapter (Rule 102(e) of the Commission's rules of practice), or 
exclusion from further participation in the particular investigation.

[29 FR 3620, Mar. 21, 1964, as amended at 52 FR 12148, Apr. 15, 1987; 59 
FR 5945, Feb. 9, 1994; 60 FR 32823, June 23, 1995; 73 FR 32227, June 5, 
2008]



Sec. 203.8  Service of subpoenas.

    Service of subpoenas issued in formal investigative proceedings 
shall be effected in the manner prescribed by Rule 232(c) of the 
Commission's Rules of Practice, Sec. 201.232(c) of this chapter.

[29 FR 3620, Mar. 21, 1964, as amended at 60 FR 32823, June 23, 1995]



PART 204_RULES RELATING TO DEBT COLLECTION--Table of Contents



                     Subpart A_Administrative Offset

Sec.
204.1  Applicability and scope.
204.2  Definitions.
204.3  General.
204.4  Demand for payment--notice.
204.5  Debtor's failure to respond.
204.6  Agency review.
204.7  Hearing.
204.8  Written agreement for repayment.
204.9  Administrative offset procedures.
204.10  [Reserved]
204.11  Jeopardy procedure.
204.12-204.29  [Reserved]

                         Subpart B_Salary Offset

204.30  Purpose and scope.
204.31  Excluded debts or claims.
204.32  Definitions.
204.33  Pre-offset notice.
204.34  Employee response.
204.35  Petition for pre-offset hearing.
204.36  Granting of a pre-offset hearing.
204.37  Extensions of time.
204.38  Pre-offset hearing.
204.39  Written decision.
204.40  Deductions.
204.41  Non-waiver of rights.
204.42  Refunds.
204.43  Coordinating offset with another federal agency.
204.44  Interest, penalties, and administrative costs.

                       Subpart C_Tax Refund Offset

204.50  Purpose.
204.51  [Reserved]
204.52  Notification of intent to collect.
204.53  [Reserved]

[[Page 219]]

204.54  Commission action as a result of consideration of evidence 
          submitted in response to the notice of intent.
204.55  Change in notification to Financial Management Service.
204.56  Administrative charges.
204.57-204.59  [Reserved]

                Subpart D_Administrative Wage Garnishment

204.60  Purpose.
204.61  Scope.
204.62  Definitions.
204.63  Notice.
204.64  Hearing.
204.65  Wage Garnishment Order.

  Subpart E_Miscellaneous: Credit Bureau Reporting, Collection Services

204.75  Collection services.
204.76  Use of credit bureau or consumer reporting agencies.
204.77  Referrals to collection agencies.



                     Subpart A_Administrative Offset

    Authority: 31 U.S.C. 3716, 31 CFR 901.3.

    Source: 58 FR 64370, Dec. 7, 1993, unless otherwise noted.



Sec. 204.1  Applicability and scope.

    (a) The procedures authorized for administrative offset are 
contained in Section 10 of the Debt Collection Act (codified at 31 
U.S.C. 3716). The Act requires that notice procedures be observed by the 
agency. The debtor is also afforded an opportunity to inspect and copy 
government records pertaining to the claim, enter into an agreement for 
repayment, and to a review of the claim (if requested). Like salary 
offset, agencies may cooperate with one another in order to effectuate 
recovery of the claim.
    (b) The provisions of this subpart apply to the collection of debts 
owed to the United States arising from transactions with the Securities 
and Exchange Commission (Commission). These regulations are consistent 
with the Debt Collection Act and the Federal Claims Collection Standards 
on administrative offset issued jointly by the Department of Justice and 
the Department of the Treasury (31 CFR 901.3).

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec. 204.2  Definitions.

    (a) Administrative offset as defined in 31 U.S.C. 3701(a)(1) means 
withholding funds payable by the United States (including funds payable 
by the United States on behalf of a State government) to, or held by the 
United States for, a person to satisfy a claim.
    (b) Person includes a natural person or persons, profit or nonprofit 
corporation, partnership, association, trust, estate, consortium, or 
other entity which is capable of owing a debt to the United States 
Government except that agencies of the United States, or of any State or 
local government shall be excluded.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec. 204.3  General.

    (a) The Chairperson (or designee) may initiate administrative offset 
with regard to debts owed by a person to another agency of the United 
States Government, upon receipt of a request from the head of another 
agency or his or her designee, and a certification that the debt exists 
and that the person has been afforded the necessary due process rights.
    (b) The Chairperson (or designee) may notify the Department of the 
Treasury of delinquent debts for purposes of administrative offset, and 
may request another agency which holds funds payable to a Commission 
debtor to offset that debt against the funds held; the Commission will 
provide certification that:
    (1) The debt is past due and legally enforceable; and
    (2) The person has been afforded the necessary due process rights.
    (c) No collection by administrative offset shall be made on any debt 
that has been outstanding for more than 10 years unless facts material 
to the Government's right to collect the debt were not known, and 
reasonably could not have been known, by the official or officials 
responsible for discovering the debt. This limitation does not apply to 
debts reduced to judgment.
    (d) Administrative offset under this subpart may not be initiated 
against:

[[Page 220]]

    (1) A debt in which administrative offset of the type of debt 
involved is explicitly provided for or prohibited by another statute;
    (2) Debts owed by other agencies of the United States or by any 
State or local Government; or
    (3) Debts arising under the Internal Revenue Code of 1954; the 
Social Security Act; or the tariff laws of the United States.
    (e) The procedures for administrative offset in this subpart do not 
apply to the offset of Federal salaries under 5 U.S.C. 5514 or Federal 
tax refunds under 31 U.S.C. 3720A and 31 CFR 285.2.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec. 204.4  Demand for payment--notice.

    (a) Before offset is made, a written notice will be sent to the 
debtor. This notice will include:
    (1) The type and amount of the debt;
    (2) The date when payment is due (not less than thirty days from the 
date of mailing or hand delivery of the notice);
    (3) The agency's intention to collect the debt by administrative 
offset, including asking the assistance of other Federal agencies to 
help in the offset whenever possible, if the debtor has not made payment 
by the payment due date or has not made an arrangement for payment by 
the payment due date;
    (4) The right of the debtor to inspect and copy the Commission's 
records related to the claim;
    (5) The right of the debtor to request a review of the determination 
of indebtedness and, in the circumstances described in Sec. 204.7, to 
request an oral hearing from the Commission's designee; and
    (6) The right of the debtor to enter into a written agreement with 
the agency to repay the debt in some other way.
    (b) Claims for payment of travel advances and employee training 
expenses require notification prior to administrative offset as 
described in this section. Because no oral hearing is required, notice 
of the right to a hearing need not be included in the notification.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec. 204.5  Debtor's failure to respond.

    If the debtor fails to respond to the notice described in 
Sec. 204.4(a) by the proposed effective date specified in the notice, 
the Commission may take further action under this section or under the 
Federal Claims Collection Standards (31 CFR 901.3). The commission may 
collect by administrative offset if the debtor:
    (a) Has not made payment by the payment due date;
    (b) Has not requested a review of the claim within the agency as set 
out in Sec. 204.6; or
    (c) Has not made an arrangement for payment by the payment due date.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54130, Oct. 26, 2001]



Sec. 204.6  Agency review.

    (a) To the extent that a debt owed has not been established by 
judicial or administrative order, a debtor may request a hearing 
concerning the existence or amount of the debt or the terms of 
repayment. With respect to debts established by a judicial or 
administrative order, a debtor may request a hearing concerning the 
payment or other discharge of the debt. A request to review a disputed 
debt must be submitted to the Commission official who provided 
notification within 30 calendar days of the receipt of the written 
notice described in Sec. 204.4(c).
    (b) The Commission will provide a copy of the record to the debtor 
and advise him/her to furnish available evidence to support his or her 
position. Upon receipt of the evidence, the written record of 
indebtedness will be reviewed and the debtor will be informed of the 
results of that review.
    (c) Pending the resolution of a dispute by the debtor, transactions 
in any of the debtor's accounts maintained by the Commission may be 
temporarily suspended. Depending on the type of transaction, the 
suspension could preclude its payment, removal, or transfer, as well as 
prevent the payment of interest or discount due thereon. Should the 
dispute be resolved in the debtor's favor, the suspension will be 
immediately lifted.

[[Page 221]]

    (d) During the review period, interest, penalties, and 
administrative costs will continue to accrue.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.7  Hearing.

    (a) A debtor will be provided a reasonable opportunity for an oral 
hearing by the Commission's designee when:
    (1) (i) By statute, consideration must be given to a request to 
waive the indebtedness;
    (ii) The debtor requests waiver of the indebtedness; and
    (iii) The waiver determination rests on an issue of credibility or 
veracity; or
    (2) The debtor requests reconsideration and the Commission's 
designee determines that the question of indebtedness cannot be resolved 
by reviewing the documentary evidence.
    (b) In cases where an oral hearing is provided to the debtor, the 
Commission's designee will conduct the hearing, and provide the debtor 
with a written decision 30 days after the hearing.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.8  Written agreement for repayment.

    If the debtor requests a repayment agreement in place of offset, the 
Commission has discretion to determine whether to accept a repayment 
agreement in place of offset. If the debt is delinquent and the debtor 
has not disputed its existence or amount, the Commission will not accept 
a repayment agreement in place of offset unless the debtor is able to 
establish that offset would cause undue financial hardship or be unjust. 
No repayment arrangement will be considered unless the debtor submits a 
financial statement, executed under penalty of perjury, reflecting the 
debtor's assets, liabilities, income, and expenses. The financial 
statement must be submitted within ten business days of the Commission's 
request for the statement. At the Commission's option, a confess-
judgment note or bond of indemnity with surety may be required for 
installment agreements. Notwithstanding the provisions of this section, 
any reduction or compromise of a claim will be governed by the Debt 
Collection Act, 31 U.S.C. 3711-3720E, and the Federal Claims Collection 
Standards, 31 CFR 900.1-904.4.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.9  Administrative offset procedures.

    (a) If the debtor does not exercise the right to request a review 
within the time specified in Sec. 204.4, or if as a result of the 
review, it is determined that the debt is due and no written agreement 
is executed, then administrative offset shall be ordered in accordance 
with this subpart without further notice.
    (b) Travel advance. The Commission will deduct outstanding advances 
provided to Commission travelers from other amounts owed the traveler by 
the agency whenever possible and practicable. Monies owed by an employee 
for outstanding travel advances that cannot be deducted from other 
travel amounts due that employee will be collected through salary offset 
as described in subpart B of this part.
    (c) Requests for offset to the Department of the Treasury or other 
Federal agencies. The Chairperson (or his or her designee) may notify 
the Department of the Treasury of delinquent debts for purposes of 
administrative offset, and may request that a debt owed to the 
Commission be administratively offset against funds due and payable to a 
debtor by another Federal agency. In requesting administrative offset, 
the Commission, as creditor, will certify in writing to the Federal 
agency holding funds of the debtor that:
    (1) The debtor owes the past due and legally enforceable debt; and
    (2) The debtor has been afforded the necessary due process rights.
    (d) Requests for offset from other Federal agencies. Any Federal 
agency may request that funds due and payable to its debtor by the 
Commission be administratively offset in order to collect a debt owed to 
such Federal agency by the debtor. The Commission shall initiate the 
requested offset only upon:
    (1) Receipt of written certification from the crecitor agency that:
    (i) The debtor owes the past due and legally enforceable debt; and

[[Page 222]]

    (ii) The debtor has been afforded the necessary due process rights.
    (2) A determination by the Commission that collection by offset 
against funds payable by the Commission would be in the best interest of 
the United States as determined by the facts and circumstances of the 
particular case, and that such offset would not otherwise be contrary to 
law.

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.10  [Reserved]



Sec. 204.11  Jeopardy procedure.

    The Commission may effect an administrative offset against a payment 
to be made to the debtor prior to the completion of the procedures 
required by Sec. 204.4(a) if failure to take the offset would 
substantially jeopardize the Commission's ability to collect the debt, 
and the time available before the payment is to be made does not 
reasonably permit the completion of those procedures. Such prior offset 
shall be promptly followed by the completion of those procedures. 
Amounts recovered by offset but later found not to be owed to the 
Commission shall be promptly refunded. This section applies only to 
administrative offset pursuant to 31 CFR 901.3(c), and does not apply 
when debts are referred to the Department of the Treasury for mandatory 
centralized administrative offset under 31 CFR 901.3(b)(1).

[58 FR 64370, Dec. 7, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Secs. 204.12-204.29  [Reserved]



                         Subpart B_Salary Offset

    Authority: 5 U.S.C. 5514, 5 CFR 550.1104.

    Source: 58 FR 38520, July 19, 1993, unless otherwise noted.



Sec. 204.30  Purpose and scope.

    (a) This regulation provides procedures for the collection by 
administrative offset against a federal employee's current pay account 
without his/her consent under 5 U.S.C. 5514 to satisfy certain debts 
owed to the Commission. This regulation does not apply when the employee 
consents to recovery from his/her current pay account.
    (b) This regulation does not preclude an employee from requesting a 
waiver or questioning the amount or validity of a debt by submitting a 
claim to the General Accounting Office in accordance with procedures 
prescribed by the General Accounting Office.
    (c) This Salary Offset plan is for internal use and Government-wide 
claims collections. 5 CFR 550.1104(a). This regulation implements 5 
U.S.C. 5514; 5 CFR part 550, subpart K.



Sec. 204.31  Excluded debts or claims.

    This regulation does not apply to:
    (a) Debts or claims arising under the Internal Revenue Code of 1954 
as amended (26 U.S.C. 1), or the tariff laws of the United States.
    (b) Any case where collection of a debt by salary offset is 
explicitly provided for or prohibited by another statute, such as travel 
advances in 5 U.S.C. 5705 and employee training expenses in 5 U.S.C. 
4108.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.32  Definitions.

    The following definitions apply to this regulation:
    Chairman means the Chairman of the Securities and Exchange 
Commission.
    Commission means the Securities and Exchange Commission.
    Creditor agency means the agency to which the debt is owed.
    Debt means an amount owed to the United States from sources which 
include but are not necessarily limited to, erroneous payments made to 
employees such as overpayment of benefits, salary or other allowances; 
loans when insured or guaranteed by the United States; and other amounts 
due the United States from fees, leases, rents, royalties, services, 
sales of real or personal property, overpayment, penalties, damages, 
interest, fines and forfeitures (except those arising under the Uniform 
Code of Military Justice) and all other similar sources.
    Disposable pay means the amount that remains from an employee's 
federal pay after required deductions for federal, state and local 
income taxes;

[[Page 223]]

Social Security taxes, including Medicare taxes; federal retirement 
programs; premiums for life and health insurance benefits; and such 
other deductions that are required by law to be withheld. (See 5 CFR 
581.105(b) through (f) for items required by law to be withheld, and 
therefore excluded from disposable pay for the purposes of this 
regulation.)
    Employee means a current employee of the Securities and Exchange 
Commission, or other agency, including an active duty member or 
reservist in the U.S. Armed Forces or a former employee (or former 
active duty member or Reservist in the Armed Forces) with a current pay 
account.
    FCCS means the Federal Claims Collection Standards jointly published 
by the Justice Department and the Department of the Treasury at 31 CFR 
parts 900-904.
    Hearing official means an individual responsible for conducting any 
hearing with respect to the existence or amount of a debt claimed, and 
who renders a decision on the basis of such hearing. A hearing official 
may not be under the Chairman's supervision or control, except that 
nothing in this regulation shall be construed to prohibit the 
appointment of an administrative law judge.
    Pay means basic pay, special pay, incentive pay, retired pay, 
retainer pay, or in the case of an individual not entitled to basic pay, 
other authorized pay.
    Program official means, for the purpose of implementing this offset 
regulation, the Chief Financial Officer or designee.
    Salary offset means an administrative offset to collect a debt under 
5 U.S.C. 5514 by deduction(s), at one or more officially established pay 
intervals, from the current pay account of an employee, without his or 
her consent.
    Waiver means the cancellation, remission, forgiveness, or non-
recovery of a debt allegedly owed by an employee to an agency as 
permitted or required by 5 U.S.C. 5584, 10 U.S.C. 2774, 32 U.S.C. 716, 5 
U.S.C. 8346(b), or any other law.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001; 
76 FR 60372, Sept. 29, 2011]



Sec. 204.33  Pre-offset notice.

    A program official must provide an employee with written notice at 
least 30 calendar days prior to offseting his/her salary. A program 
official need not notify an employee of: any adjustment to pay arising 
out of an employee's election of coverage or a change in coverage under 
a Federal benefits program requiring periodic deductions from pay, it 
the amount to be recovered was accumulated over four pay periods or 
less; a routine intra-agency adjustment of pay that is made to correct 
an overpayment of pay attributable to clerical or administrative errors 
or delays in processing pay documents, if the overpayment occurred 
within the four pay periods preceding the adjustment and, at the time of 
such adjustment, or as soon thereafter as practical, the individual is 
provided written notice of the nature and the amount of the adjustment 
and point of contact for contesting such adjustment; or any adjustment 
to collect a debt amounting to $50 or less, if, at the time of such 
adjustment, or as soon thereafter as practical, the individual is 
provided written notice of the nature and the amount of the adjustment 
and a point of contact for contesting such adjustment. When required, 
the written notice must include the following:
    (a) The nature, origin and amount of the indebtedness determined by 
the Commission to be due;
    (b) The intention of the Commission to collect the debt through 
deductions from the employee's current disposable pay account;
    (c) The frequency and amount of the intended deductions (stated as a 
fixed dollar amount or as a percentage of pay, not to exceed 15 percent 
of disposable pay) and the intention to continue the deductions until 
the debt is paid in full or otherwise resolved;
    (d) An explanation of the Commission's policy concerning interest, 
penalties, and administrative costs, including a statement that such 
assessments must be made unless excused in accordance with the FCCS;
    (e) The employee's right to inspect and copy Commission records 
relating to the debt (if copies of such records are not attached), or if 
the employee or

[[Page 224]]

his or her representative cannot personally inspect the records, the 
right to request and receive a copy of such records. The Commission will 
respond to a request for inspection and/or copying as soon as 
practicable;
    (f) The opportunity, under terms agreeable to the Commission, to 
enter into a written agreement to establish a schedule for repayment in 
lieu of offset. The agreement must be in writing, signed by both the 
employee and the Commission, and documented in the Commission's files 
(31 CFR 901.3(b));
    (g) The employee's right to a hearing conducted by an official 
arranged by the Commission if a petition is filed as prescribed by 
Sec. 204.35, Petition for pre-offset hearing. Such hearing official will 
be either an administrative law judge or at the chief administrative law 
judge's discretion, another hearing official who is also not under the 
control of the head of the agency;
    (h) The method and time period for petitioning for a hearing, 
including a statement that the timely filing of a petition for hearing 
will stay the commencement of collection proceedings;
    (i) If a hearing is requested, the hearing official will issue a 
final decision, based on information presented to the hearing official, 
at the earliest practicable date, but no later than 60 days after the 
petition for the hearing is filed unless the employee requests and the 
hearing official, for good cause or in the interests of justice, deems 
it necessary to extend that time period (5 CFR 550.1104(d)(10));
    (j) That any knowingly false or frivolous statements, 
representations, or evidence may subject the employee to:
    (1) Disciplinary procedures appropriate under 5 U.S.C. chapter 75, 5 
CFR part 752, or any other applicable statutes or regulations;
    (2) Penalties under the False Claims Act, 31 U.S.C. 3729-3731, or 
any other applicable statutory authority; and/or
    (3) Criminal penalties under 18 U.S.C. 286, 287, 1001, and 1002, or 
any other applicable statutory authority.
    (k) Any other rights and remedies available to the employee under 
statutes or regulations governing the program for which the collection 
is being made;
    (l) The employee's right to a prompt refund if amounts paid or 
deducted by salary offset are later waived or found not owed to the 
United States, unless otherwise provided by law or contract; and
    (m) The specific address to which all correspondence shall be 
directed regarding the debt.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.34  Employee response.

    (a) Introduction. An employee must respond to a pre-offset notice, 
if at all, within 15 calendar days following receipt, in one or more of 
the ways discussed in Sec. 204.34, Employee response, and Sec. 204.35, 
Petition for pre-offset hearing. Where applicable, the employee bears 
the burdens of proof and persuasion.
    (b) Responses must be submitted in writing to the program official 
who signed the pre-offset notice. A timely response will stay the 
commencement of collection by salary offset, at least until the issuance 
of a written decision. (See Sec. 204.37, Extensions of time). Failure to 
submit a timely response will be treated as an admission of 
indebtedness, and will result in salary offset in accordance with the 
terms specified in the pre-offset notice.
    (c) A response filed after expiration of the 15 day period may be 
accepted if the employee can show that the delay was due to 
circumstances beyond his or her control or failure to receive notice of 
the time limit (unless otherwise aware of it).
    (d) Voluntary repayment agreement. An employee may request to enter 
into a voluntary written agreement for repayment of the debt in lieu of 
offset. It is within the discretion of the program official whether to 
enter into such an agreement, and if so, upon what terms. Voluntary 
deductions may exceed 15 percent of the employee's disposable pay. If an 
agreement is reached, the agreement must be in writing, and must be 
signed by both the employee and the program official. A signed copy must 
be sent to the Office of Financial Management. The program official 
shall notify the employee in writing of its decision not to accept the 
proposed voluntary repayment schedule before

[[Page 225]]

making any deductions from the employee's salary.
    (e) Waiver. Any request for waiver of the debt must be accompanied 
by evidence that the waiver is authorized by law.
    (f) Reconsideration. An employee may request reconsideration of the 
existence or amount of the debt or the offset schedule as reflected in 
the pre-offset notice. The request must be accompanied by a detailed 
narrative and supporting documentation as to why the offset decision is 
erroneous and/or why the offset schedule imposes an undue hardship.

[58 FR 38520, July 19, 1993, as amended at 76 FR 60372, Sept. 29, 2011]



Sec. 204.35  Petition for pre-offset hearing.

    (a) The employee may petition for a pre-offset hearing. The petition 
must state with specificity why the employee believes the agency's 
determination is in error. To the extent that a debt has not been 
established by judicial or administrative order, a debtor may request a 
pre-offset hearing concerning the existence or amount of the debt or the 
terms of repayment. With respect to debts established by a judicial or 
administrative order, a debtor may request a pre-offset hearing 
concerning the payment or other discharge of the debt.
    (b) The petition must fully identify and explain, with reasonable 
specificity, all the facts, evidence and witnesses, if any, that the 
employee believes support his or her position. The petition must be 
signed by the employee.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.36  Granting of a pre-offset hearing.

    (a) If the employee timely requests a pre-offset hearing or the 
timeliness is waived, the program official must:
    (1) arrange for a hearing official. If the hearing official is an 
administrative law judge, he or she shall be designated by the Chief 
Administrative Law Judge as set forth in 17 CFR 200.310(a)(2); and
    (2) provide the hearing official with a copy of all records on which 
the determination of the debt and any involuntary repayment schedule are 
based.
    (b) The hearing official shall notify the employee by personal 
service, by first class, registered or certified mail, or by a reliable 
commercial courier or overnight delivery service whether the employee is 
entitled to an oral or ``paper'' (i.e., a review on the written record) 
hearing. (See 31 CFR 901.3(e).) Within 20 calendar days of receipt of 
this notice the employee shall provide the hearing official with a full 
description of all relevant facts, documentary evidence, and witnesses 
which the employee believes support his or her position. The hearing 
official may extend the time for the employee to respond to the notice 
for good cause shown.
    (c) If an oral hearing is scheduled, the hearing official shall 
notify the program official and the employee in writing of the date, 
time and location of the hearing. The place for the hearing shall be 
fixed by the hearing official with due regard for the public interest 
and the convenience and necessity of the parties, the participants, or 
their representatives.
    (d) If the employee is entitled to an oral hearing, but requests to 
have the hearing based only on the written submissions, the employee 
must notify the hearing official and the program official at least 3 
calendar days before the date of the oral hearing. The hearing official 
may waive the 3-day requirement for good cause.
    (e) Failure of the employee to appear at the oral hearing may result 
in dismissal of the petition and affirmation of the program official's 
decision.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54131, Oct. 26, 2001]



Sec. 204.37  Extensions of time.

    The hearing official may for good cause or in the interests of 
justice postpone the commencement of the hearing, adjourn a convened 
hearing for a reasonable period of time or extend or shorten any other 
time limits prescribed under this section. This extension is not 
intended to abridge the 30 day initial notice or extend the 60 day 
decision requirement other than as provided for in 5 CFR 
550.1104(d)(10).

[[Page 226]]



Sec. 204.38  Pre-offset hearing.

    (a) The hearing official shall determine the form and content of 
hearings granted under this section, pursuant to 31 CFR 901.3(e). All 
oral hearings shall be on the record. Except as otherwise ordered by the 
hearing official, hearings shall be recorded or transcribed verbatim by 
shorthand, mechanical means, electronic sound recording, or any other 
method, subject to the discretion and approval of the hearing official, 
and a transcript thereof shall be made.
    (b) Oral hearings are informal in nature. The Commission, 
represented by an attorney from the Office of General Counsel, and 
accompanied by a program official and the employee, and/or the 
employee's representative, orally shall explain their respective 
positions using relevant documentation. The employee may testify on his 
or her own behalf, subject to cross examination. Other witnesses may be 
called to testify where the hearing official determines the testimony to 
be relevant and not redundant. The Federal Rules of Evidence serve as a 
guideline, but are not controlling. The employee bears the burdens of 
proof and persuasion.
    (c) The hearing official shall:
    (1) Conduct a fair and impartial hearing;
    (2) Preside over the course of the hearing, maintain decorum and 
avoid delay in the disposition of the hearing; and
    (3) Issue a decision in accordance with Sec. 204.39, Written 
decision, on the basis of the oral hearing and the written record.
    (d) Oral hearings are normally open to the public. However, the 
hearing official may close all or any portion of the hearing at either 
the request of either party or upon the hearing official's initiative 
when doing so is in the best interest[s] of the employee or the public.
    (e) Oral hearings may be conducted by conference call at the request 
of the employee or at the discretion of the hearing official.
    (f) Pre-offset ``paper'' hearing. If a hearing is to be held only 
upon written submissions, the hearing official shall issue a decision 
based solely upon the written record.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec. 204.39  Written decision.

    (a) If pre-offset hearing is held. Within 60 days of the filing of 
the employee's petition for a pre-offset hearing, the hearing official 
will issue a written decision setting forth the basis of his/her 
findings in accordance with 5 CFR 550.1104(g)(3).
    (b) If the employee challenges the pre-offset notice under 
Sec. 204.34, Employee response and/or Sec. 204.35, Petition for pre-
offset hearing, without requesting a hearing or a hearing is denied, the 
program official must notify the employee of his/her final determination 
in writing before offset can begin. The agency's execution of a 
voluntary repayment agreement satisfies this requirement.



Sec. 204.40  Deductions.

    (a) When deductions may begin:
    (1) If a pre-offset hearing is held, deductions shall be made in 
accordance with the hearing official's decision.
    (2) If parties execute a voluntary repayment agreement, deductions 
shall be made in accordance with the terms of that agreement.
    (3) If the employee requests a waiver or reconsideration or the 
program official refuses to accept a proposed alternate repayment 
schedule, deductions shall be made in accordance with the program 
official's written decision.
    (4) If the employee consents to the terms and conditions set forth 
in the Commission's Pre-offset Notice or fails to respond in timely 
fashion to the Pre-offset Notice, or waives his/her right to a hearing 
without otherwise challenging the terms of the Pre-offset Notice, 
deductions shall be made in accordance with the terms and conditions set 
forth therein.
    (b) Retired or separated employees. If the employee retires, 
resigns, or is terminated before the debt is fully repaid, the remaining 
indebtedness will be offset pursuant to 31 U.S.C. 3716 and the FCCS.
    (1) To the extent possible, the remaining indebtedness will be 
liquidated from any final payment due

[[Page 227]]

the former employee as of the date of separation (e.g., final salary 
payment, lump-sum leave, etc.). See Sec. 204.40d(3), Offset deductions 
from final salary and/or lump-sum leave payment.
    (2) Thereafter, the remaining indebtedness will be recovered from 
later payments of any kind due the former employee from the United 
States. See the FCCS.
    (c) Method of collection and source of deduction. The method of 
collecting debts under these regulations shall be by salary offset. 
Deductions will be made from the employee's current disposable pay 
account except as provided for in Sec. 204.34b, Employee response.
    (d) Amount and duration of deductions. Debts must be collected in 
one lump sum where possible. If the employee demonstrates financial 
hardship to the Commission's satisfaction or the amount of the debt 
exceeds 15 percent of the indebted employee's current disposable pay, 
collection must be made in installments over a period not greater than 
the anticipated period of active employment, except as provided in 
Section 34b, Employee Response.
    (1) Installment deductions will be made over the shortest period 
possible. The size and frequency of installment deductions will bear a 
reasonable relation to the size of the debt and the employee's ability 
to pay.
    (2) The amount deducted for any period will not exceed 15 percent of 
the disposable pay from which the deduction is made, unless the employee 
has agreed in writing to the deduction of a greater amount. Installment 
payment of less than $100 per pay period will he accepted only in the 
most unusual circumstances.
    (3) Offset deductions from final salary and/or lump-sum leave 
payment. Such an offset deduction may exceed 15 percent of an employee's 
final salary and/or lump-sum leave payment pursuant to 31 U.S.C. 3716, 
64 CG 907.
    (e) Interest, penalties and administrative costs on debts under this 
part will be assessed and/or waived according to the provisions of 31 
CFR 901.9.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec. 204.41  Non-waiver of rights.

    An employee's involuntary payment of all or any portion of a debt 
being collected under 5 U.S.C. 5514 shall not be construed as a waiver 
of any rights that the employee may have under 5 U.S.C. 5514 or any 
other provision of contract or law, unless there are statutory or 
contractual provisions to the contrary.



Sec. 204.42  Refunds.

    (a) The Commission will refund promptly to the appropriate 
individual amounts offset under this regulation when:
    (1) A debt is waived or otherwise found not owing the United States 
(unless expressly prohibited by statute or regulation); or
    (2) The Commission is directed by an administrative or judicial 
order to refund amounts deducted from the employee's current pay.
    (b) Refunds do not bear interest unless required or permitted by law 
or contract.



Sec. 204.43  Coordinating offset with another federal agency.

    (a) Responsibility of the Commission as the Creditor Agency. When 
possible, salary offset through the centralized administrative offset 
procedures in 5 CFR 550.1108 shall be attempted before applying the 
procedures in this section. If centralized administrative offset is not 
possible, the Commission shall request recovery from the current paying 
agency. Upon completion of the procedures established in these 
regulations and pursuant to 5 U.S.C. 5514, 5 CFR 550.1109 the Commission 
must:
    (1) Certify, in writing, that the employee owes the debt, the amount 
and basis of the debt, the date on which payment(s) is due, the date the 
Government's right to collect the debt first accrued and that the 
Commission's regulations implementing 5 U.S.C. 5514 have been approved 
by OPM.
    (2) If the collection must be made in installments, the Commission 
also must advise the paying agency of the amount or percentage of 
disposable pay to be collected in each installment, and if the 
Commission wishes, the number and the commencing date of the 
installments (if a date other than the

[[Page 228]]

next officially established pay period is required).
    (3) Advise the paying agency of the actions taken pursuant to 5 
U.S.C. 5514(b) and give the date(s) the action(s) was taken (unless the 
employee has consented to the salary offset in writing or signed a 
statement acknowledging receipt of the required procedures and the 
written consent or statement is forwarded to the paying agency).
    (4) Except as otherwise provided in this paragraph (a)(4), the 
Commission must submit a debt claim containing the information specified 
in paragraphs (a)(1) through (3) of this section and an installment 
agreement (or other instruction on the payment schedule), if applicable, 
to the employee's paying agency.
    (5) If the employee is in the process of separating, the Commission 
must submit its debt claim to the employee's paying agency for 
collection as provided in 5 CFR 550.1104(l). Pursuant to 5 CFR 1101, the 
paying agency must certify the total amount of its collection and notify 
the creditor agency and employee. If the paying agency is aware that the 
employee is entitled to payments from the Civil Service Retirement and 
Disability Fund, or other similar payments, it must provide written 
notification to the agency responsible for making such payments that the 
debtor owes a debt (including the amount) and that the paying agency has 
fully complied with the provisions of this section. The Commission must 
submit a properly certified claim to the agency responsible for making 
such payments before the collection can be made.
    (6) If the employee is already separated and all payments due from 
his or her former paying agency have been paid, the Commission may 
request, unless otherwise prohibited, that money due and payable to the 
employee from the Civil Service Retirement and Disability Fund (5 CFR 
831.1801) or other similar funds, be administratively offset to collect 
the debt (See 31 U.S.C. 3716 and the FCCS).
    (7) When an employee transfers to another paying agency, the 
Commission shall not repeat the due process procedures described in 5 
U.S.C. 5514 and subpart B of this part to resume the collection. The 
Commission must review the debt upon receiving the former paying 
agency's notice of the employee's transfer to make sure the collection 
is resumed by the new paying agency. The Commission must submit a 
properly certified claim to the new paying agency before collection can 
be resumed.
    (b) Responsibility of the Commission as the paying agency--(1) 
Complete claim. When the Commission receives a properly certified claim 
from a creditor agency, deductions should be scheduled to begin at the 
next officially established pay interval. The Commission must notify the 
employee in writing that the Commission has received a certified debt 
claim from the creditor agency (including the amount) and the date 
salary offset will begin and the amount of such deductions.
    (2) Incomplete claim. When the Commission receives an incomplete 
certification of debt from a creditor agency, the Commission must return 
the debt claim with notice that procedures under 5 U.S.C. 5514 and 
subpart B of this part must be provided and a properly certified debt 
claim received before action will be taken to collect from the 
employee's current pay account.
    (3) Review. The Commission is not authorized to review the merits of 
the creditor agency's determination with respect to the amount or 
validity of the debt certified by the creditor agency.
    (4) Employees who transfer from one paying agency to another. If, 
after the creditor agency has submitted the debt claim to the Commission 
and before the Commission collects the debt in full, the employee 
transfers to another agency, the Commission must certify the total 
amount collected on the debt. One copy of the certification must be 
furnished to the employee and one copy to the creditor agency along with 
notice of the employee's transfer.
    (c) Responsibility of the Program Official. (1) The Program Official 
shall coordinate debt collections and shall, as appropriate:
    (i) Arrange for a hearing upon proper petition by a federal 
employee; and

[[Page 229]]

    (ii) Prescribe, upon consultation with the General Counsel, such 
practices and procedures as may be necessary to carry out the intent of 
this regulation.
    (2) The Program Official shall be responsible for:
    (i) Ensuring that each certification of debt sent to a paying agency 
is consistent with the pre-offset notice (Sec. 204.33, Pre-offset 
notice).
    (ii) Obtaining hearing officials from other agencies pursuant to 
Sec. 204.36, Granting of a pre-offset hearing.
    (iii) Ensuring that hearings are properly scheduled.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec. 204.44  Interest, penalties, and administrative costs.

    Charges may be assessed for interest, penalties, and administrative 
costs in accordance with the Federal Claims Collection Standards, 31 CFR 
901.9.

[58 FR 38520, July 19, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



                       Subpart C_Tax Refund Offset

    Authority: 31 U.S.C. 3720A, 31 CFR 285.2(c).

    Source: 58 FR 64372, Dec. 7, 1993, unless otherwise noted.



Sec. 204.50  Purpose.

    This subpart establishes procedures for the Commission's referral of 
past-due legally enforceable debts to the Department of the Treasury's 
Financial Management Service (FMS) for offset against the income tax 
refunds of the debtor.

[66 FR 54132, Oct. 26, 2001]



Sec. 204.51  [Reserved]



Sec. 204.52  Notification of intent to collect.

    (a) Notification before tax refund offset. Reduction of an income 
tax refund will be made only after the Commission makes a determination 
that an amount is owed and past-due and gives or makes a reasonable 
attempt to give the debtor 60 days written notice of the intent to 
collect by tax refund offset.
    (b) Contents of notice. The Commission's notice of intent to collect 
by tax refund offset (Notice of Intent) will state:
    (1) The amount of the debt;
    (2) That unless the debt is repaid within 60 days from the date of 
the Commission's Notice of Intent, the Commission intends to collect the 
debt by requesting a reduction of any amounts payable to the debtor as a 
Federal income tax refund by an amount equal to the amount of the debt 
and all accumulated interest and other charges;
    (3) A mailing address for forwarding any written correspondence and 
a contact name and a telephone number for any questions; and
    (4) That the debtor may present evidence to the Commission that all 
or part of the debt is not past due or legally enforceable by:
    (i) Sending a written request for a review of the evidence to the 
address provided in the notice;
    (ii) Stating in the request the amount disputed and the reasons why 
the debtor believes that the debt is not past due or is not legally 
enforceable; and
    (iii) Including in the request any documents that the debtor wishes 
to be considered or stating that the additional information will be 
submitted within the remainder of the 60-day period.
    (c) To the extent that a debt owed has not been established by 
judicial or administrative order, a debtor may dispute the existence or 
amount of the debt or the terms of repayment. With respect to debts 
established by a judicial or administrative order, Commission review 
will be limited to issues concerning the payment or other discharge of 
the debt.

[58 FR 64372, Dec. 7, 1993, as amended at 66 FR 54132, Oct. 26, 2001; 66 
FR 56383, Nov. 7, 2001]



Sec. 204.53  [Reserved]



Sec. 204.54  Commission action as a result of consideration of evidence
submitted in response to the notice of intent.

    (a) Consideration of evidence. If, as a result of the Notice of 
Intent, the Commission receives notice that the debtor

[[Page 230]]

will submit additional evidence or receives additional evidence from the 
debtor within the prescribed time period, tax refund offset will be 
stayed until the Commission can:
    (1) Consider the evidence presented by the debtor; and
    (2) Determine whether or not all or a portion of the debt is still 
past due and legally enforceable; and
    (3) Notify the debtor of its determination.
    (b) Commission action on the debt. (1) The Commission will notify 
the debtor of its intent to refer the debt to the IRS for offset against 
the debtor's Federal income tax refund if it sustains its decision that 
the debt is past-due and legally enforceable. The Commission will also 
notify the debtor whether the amount of the debt remains the same or is 
modified; and
    (2) The Commission will not refer the debt to the IRS for offset 
against the debtor's Federal income tax refund if it reverses its 
decision that the debt is past due and legally enforceable.

[58 FR 64372, Dec. 7, 1993, as amended at 66 FR 54132, Oct. 26, 2001]



Sec. 204.55  Change in notification to Financial Management Service.

    After the Commission sends FMS notification of an individual's 
liability for a debt, the Commission will promptly notify FMS of any 
change in the notification, if the Commission:
    (a) Determines that an error has been made with respect to the 
information contained in the notification;
    (b) Receives a payment or credits a payment to the account of the 
debtor named in the notification that reduces the amount of the debt 
referred to FMS for offset; or
    (c) If the debt amount is otherwise incorrect, except that the 
amount of a debt referred to FMS will not be increased unless the 
Commission has complied with the due process requirements of this 
subpart and the Federal Claims Collection Standards as to the amount of 
the increase.

[66 FR 54132, Oct. 26, 2001]



Sec. 204.56  Administrative charges.

    To the extent permitted by law, all administrative charges incurred 
in connection with the referral of the debts for tax refund offset will 
be assessed on the debt and thus increase the amount of the offset.

[66 FR 54132, Oct. 26, 2001]



Secs. 204.57-204.59  [Reserved]



                Subpart D_Administrative Wage Garnishment

    Authority: 31 U.S.C. 3720D, 31 CFR 285.11(f).

    Source: 66 FR 54132, Oct. 26, 2001, unless otherwise noted.



Sec. 204.60  Purpose.

    This subpart provides procedures for the Commission to collect money 
from a debtor's disposable pay by means of administrative wage 
garnishment to satisfy a delinquent nontax debt owed to the United 
States.



Sec. 204.61  Scope.

    (a) The receipt of payments pursuant to this subpart does not 
preclude the Commission from pursuing other debt collection remedies, 
including the offset of Federal payments to satisfy a delinquent nontax 
debt owed to the United States. The Commission may pursue such debt 
collection remedies separately or in conjunction with administrative 
wage garnishment.
    (b) This subpart does not apply to the collection of delinquent 
nontax debt owed to the United States from the wages of Federal 
employees from their Federal employment. Federal pay is subject to the 
Federal salary offset procedures set forth in 5 U.S.C. 5514 and other 
applicable laws.



Sec. 204.62  Definitions.

    The following definitions apply to this subpart:
    Debt or delinquent nontax debt means any money, funds or property 
that has been determined to be owed to the Commission by an individual 
that has not been paid by the date specified in the demand or order for 
payment, or applicable agreement. For purposes of this subpart, the 
terms ``debt'' and ``claim'' are synonymous.
    Disposable pay means that part of the debtor's compensation 
(including, but

[[Page 231]]

not limited to, salary, bonuses, commissions, and vacation pay) from an 
employer remaining after the deduction of health insurance premiums and 
any amounts required by law to be withheld. For purposes of this 
subpart, ``amounts required by law to be withheld'' include amounts for 
deductions such as social security taxes and withholding taxes, but do 
not include any amount withheld pursuant to a court order.
    Employer means a person or entity that employs the services of 
others and that pays their wages or salaries. The term employer 
includes, but is not limited to, State and local Governments, but does 
not include an agency of the Federal Government.
    Garnishment means the process of withholding amounts from an 
employee's disposable pay and the paying of those amounts to a creditor 
in satisfaction of a withholding order.
    Withholding order means any order for withholding or garnishment of 
pay issued by an agency, or judicial or administrative body. For 
purposes of this subpart, the terms ``wage garnishment order'' and 
``garnishment order'' have the same meaning as ``withholding order.''



Sec. 204.63  Notice.

    (a) At least 30 days before the initiation of garnishment 
proceedings, the Commission will mail, by first class mail to the 
debtor's last known address, a written notice informing the debtor of:
    (1) The nature and amount of the debt;
    (2) The Commission's intention to initiate proceedings to collect 
the debt through deductions from pay until the debt and all accumulated 
interest, penalties and administrative costs are paid in full; and
    (3) An explanation of the debtor's rights, including those set forth 
in paragraph (b) of this section, and the time frame within which the 
debtor may exercise these rights.
    (b) The debtor will be afforded the opportunity:
    (1) To inspect and copy records related to the debt;
    (2) To enter into a written repayment agreement with the Commission, 
under terms agreeable to the Commission; and
    (3) To the extent that a debt owed has not been established by 
judicial or administrative order, to request a hearing concerning the 
existence or amount of the debt or the terms of the debt's repayment 
schedule. With respect to debts established by a judicial or 
administrative order, a debtor may request a hearing concerning the 
payment or other discharge of the debt. The debtor is not entitled to a 
hearing concerning the terms of the proposed repayment schedule if these 
terms have been established by written agreement under paragraph (b)(2) 
of this section.
    (c) The notice required by this section may be included with the 
Commission's demand letter required by subpart A of this part.
    (d) The Commission will keep a copy of the certificate of service 
indicating the date of mailing of the notice.



Sec. 204.64  Hearing.

    (a) Request for hearing. The Commission will order a hearing, which 
at the Commission's option may be oral or written, if the debtor submits 
a written request for a hearing concerning, for debts not previously 
established by judicial or administrative order, the existence or amount 
of the debt or the terms of the repayment schedule (for repayment 
schedules established other than by written agreement under 
Sec. 204.63(b)(2)), or for debts established by judicial or 
administrative order, the payment or other discharge of the debt.
    (b) Type of hearing or review. (1) For purposes of this subpart, 
whenever the Commission is required to afford a debtor a hearing, the 
Commission will provide the debtor with a reasonable opportunity for an 
oral hearing when the Commission determined that the issues in dispute 
cannot be resolved by review of the documentary evidence, for example, 
when the validity of the claim turns on the issue of credibility or 
veracity.
    (2) If the Commission determines that an oral hearing is 
appropriate, the time and location of the hearing shall be established 
by the Commission. An oral hearing may, at the debtor's option, be 
conducted either in-person or

[[Page 232]]

by telephone conference. All travel expenses incurred by the debtor in 
connection with an in-person hearing will be borne by the debtor. All 
telephonic charges incurred during the hearing will be the 
responsibility of the agency.
    (3) In those cases when an oral hearing is not required by this 
section, the Commission will nevertheless accord the debtor a ``paper 
hearing,'' that is, the Commission will decide the issues in dispute 
based upon a review of the written record.
    (c) Effect of timely request. Subject to paragraph (l) of this 
section, if the debtor's written request is received by the Commission 
on or before the 15th business day following the mailing of the notice 
of the Commission's intent to seek garnishment, the Commission will not 
issue a withholding order until the debtor has been provided the 
requested hearing, and a decision in accordance with paragraphs (i) and 
(j) of this section has been rendered.
    (d) Failure to timely request a hearing. If the debtor's written 
request is received by the agency after the 15th business day following 
the mailing of the notice of the Commission's intent to seek 
garnishment, the Commission shall provide a hearing to the debtor. 
However, the Commission will not delay issuance of a withholding order 
unless the Commission determines that the delay in filing the request 
was caused by factors over which the debtor had no control, or the 
Commission receives information that the Commission believes justifies a 
delay or cancellation of the withholding order.
    (e) Hearing official. All hearings shall be presided over by the 
Commission, or if the Commission so orders, by a hearing official. When 
the Commission designates that the hearing official shall be an 
administrative law judge, the Chief Administrative Law Judge shall 
select, pursuant to 17 CFR 200.30-10, the administrative law judge to 
preside.
    (f) Procedure. After the debtor requests a hearing, the hearing 
official shall notify the debtor of:
    (1) The date and time of a telephonic hearing;
    (2) The date, time, and location of an in-person oral hearing; or
    (3) The deadline for the submission of evidence for a written 
hearing.
    (g) Burden of proof. (1) The Commission will have the burden of 
going forward to prove the existence or amount of the debt.
    (2) Thereafter, if the debtor disputes the existence or amount of 
the debt, the debtor must prove by a preponderance of the evidence that 
no debt exists or that the amount of the debt is incorrect. In addition, 
the debtor may present evidence that the terms of the repayment schedule 
are unlawful, would cause a financial hardship to the debtor, or that 
collection of the debt may not be pursued due to operation of law.
    (h) Record. The hearing official will maintain a record of any 
hearing provided under this section. A hearing is not required to be a 
formal evidentiary-type hearing, however, witnesses who testify in oral 
hearings will do so under oath or affirmation.
    (i) Date of decision. The hearing official shall issue a written 
opinion stating his or her decision, as soon as practicable, but not 
later than sixty (60) days after the date on which the request for such 
hearing was received by the Commission. If the Commission is unable to 
provide the debtor with a hearing and a decision is not rendered within 
sixty (60) days after the receipt of the request for such hearing:
    (1) A withholding order will not be issued until the hearing is held 
and a decision rendered; or
    (2) If a withholding order had previously been issued to the 
debtor's employer, the withholding order will be suspended beginning on 
the 61st day after the receipt of the hearing request and continuing 
until a hearing is held and a decision is rendered.
    (j) Content of decision. The written decision shall include:
    (1) A summary of the facts presented;
    (2) The findings, analysis and conclusions; and
    (3) The terms of any repayment schedules, if applicable.
    (k) Finality of agency action. Unless the Commission on its own 
initiative orders review of a decision by a hearing official pursuant to 
17 CFR 201.431(c), a decision by a hearing official shall become the 
final decision of the Commission for the purpose of judicial review

[[Page 233]]

under the Administrative Procedure Act.
    (l) Failure to appear. In the absence of good cause shown, a debtor 
who fails to appear at a scheduled hearing will be deemed as not having 
timely filed a request for a hearing.



Sec. 204.65  Wage garnishment order.

    (a) Unless the Commission receives information that the Commission 
believes justifies a delay or cancellation of the withholding order, the 
Commission will send, by first class mail, a withholding order to the 
debtor's employer within 30 days after the debtor fails to make a timely 
request for a hearing (i.e., within 15 business days after the mailing 
of the notice of the Commission's intent to seek garnishment) or, if a 
timely request for a hearing is made by the debtor, within 30 days after 
a decision to issue a withholding order becomes final.
    (b) The withholding order sent to the employer will be in the form 
prescribed by the Secretary of the Treasury, on the Commission's 
letterhead, and signed by the Chairperson or his or her delegatee. The 
order will contain the information necessary for the employer to comply 
with the withholding order. This information includes the debtor's name, 
address, and social security number, as well as instructions for 
withholding and information as to where payments should be sent.
    (c) The Commission will keep a copy of the certificate of service 
indicating the date of mailing of the order.
    (d) Certification by employer. Along with the withholding order, the 
Commission will send to the employer a certification in a form 
prescribed by the Secretary of the Treasury. The employer shall complete 
and return the certification to the Commission within the time frame 
prescribed in the instructions to the form. The certification will 
address matters such as information about the debtor's employment status 
and disposable pay available for withholding.
    (e) Amounts withheld. (1) After receipt of the garnishment order 
issued under this section, the employer shall deduct from all disposable 
pay paid to the applicable debtor during each pay period the amount of 
garnishment described in paragraph (e)(2) of this section.
    (2) Subject to the provisions of paragraphs (e)(3) and (e)(4) of 
this section, the amount of garnishment shall be the lesser of:
    (i) The amount indicated on the garnishment order up to 15% of the 
debtor's disposable pay; or
    (ii) The amount set forth in 15 U.S.C. 1673(a)(2) (Restriction on 
Garnishment). The amount set forth at U.S.C. 1673(a)(2) is the amount by 
which the debtor's disposable pay exceeds an amount equivalent to thirty 
times the minimum wage See 29 CFR 870.10.
    (3) When a debtor's pay is subject to withholding orders with 
priority, the following shall apply:
    (i) Unless otherwise provided by Federal law, withholding orders 
issued under this section shall be paid in the amounts set forth under 
paragraph (e)(2) of this section and shall have priority over other 
withholding orders which are served later in time. However, withholding 
orders for family support shall have priority over withholding orders 
issued under this section.
    (ii) If amounts are being withheld from a debtor's pay pursuant to a 
withholding order served on an employer before a withholding order 
issued pursuant to this section, or if a withholding order for family 
support is served on an employer at any time, the amounts withheld 
pursuant to the withholding order issued under this section shall be the 
lesser of:
    (A) The amount calculated under paragraph (e)(2) of this section; or
    (B) An amount equal to 25% of the debtor's disposable pay less the 
amount(s) withheld under the withholding order(s) with priority.
    (iii) If a debtor owes more than one debt to the Commission, the 
Commission may issue multiple withholding orders. The total amount 
garnished from the debtor's pay for such orders will not exceed the 
amount set forth in paragraph (e)(2) of this section.
    (4) An amount greater than that set forth in paragraphs (e)(2) and 
(e)(3) of this section may be withheld upon the written consent of the 
debtor.

[[Page 234]]

    (5) The employer shall promptly pay to the Commission all amounts 
withheld in accordance with the withholding order issued pursuant to 
this section.
    (6) An employer shall not be required to vary its normal pay and 
disbursement cycles in order to comply with the withholding order.
    (7) Any assignment or allotment by the employee of the employee's 
earnings shall be void to the extent it interferes with or prohibits 
execution of the withholding order under this section, except for any 
assignment or allotment made pursuant to a family support judgment or 
order.
    (8) The employer shall withhold the appropriate amount from the 
debtor's wages for each pay period until the employer receives 
notification from the Commission to discontinue wage withholding. The 
garnishment order shall indicate a reasonable period of time within 
which the employer is required to commence wage withholding.
    (f) Exclusions from garnishment. The Commission will not garnish the 
wages of a debtor it knows has been involuntarily separated from 
employment until the debtor has been reemployed continuously for at 
least 12 months. The debtor has the burden of informing the Commission 
of the circumstances surrounding an involuntary separation from 
employment.
    (g) Financial hardship. (1) A debtor whose wages are subject to a 
wage withholding order under this section, may, at any time, request a 
review by the Commission of the amount garnished, based on materially 
changed circumstances such as disability, divorce, or catastrophic 
illness which result in financial hardship.
    (2) A debtor requesting a review under this section shall submit the 
basis for claiming that the current amount of garnishment results in a 
financial hardship to the debtor, along with supporting documentation.
    (3) If a financial hardship is found, the Commission will downwardly 
adjust, by an amount and for a period of time agreeable to the 
Commission, the amount garnished to reflect the debtor's financial 
condition. The Commission will notify the employer of any adjustments to 
the amounts to be withheld.
    (h) Ending garnishment. (2) Once the Commission has fully recovered 
the amounts owed by the debtor, including interest, penalties, and 
administrative costs consistent with the Federal Claims Collection 
Standards (31 CFR 901.9), the Commission will send the debtor's employer 
notification to discontinue wage withholding.
    (2) At least annually, the Commission will review its debtors' 
accounts to ensure that garnishment has been terminated for accounts 
that have been paid in full.
    (i) Actions prohibited by the employer. The Debt Collection Act 
prohibits an employer from discharging, refusing to employ, or taking 
disciplinary action against the debtor due to the issuance of a 
withholding order under this section (31 U.S.C. 3720D(e)).
    (j) Refunds. (1) If a hearing official determines that a debt is not 
legally due and owing to the United States, the Commission shall 
promptly refund any amount collected by means of administrative wage 
garnishment.
    (2) Unless required by Federal law or contract, refunds under this 
section shall not bear interest.
    (k) Right of action. The Commission may sue any employer for any 
amount that the employer fails to withhold from wages owed and payable 
to an employee in accordance with this section. However, a suit will not 
be filed before the termination of the collection action involving a 
particular debtor, unless earlier filing is necessary to avoid 
expiration of any applicable statute of limitations. For purposes of 
this section, ``termination of the collection action'' occurs when the 
agency has terminated collection action in accordance with the Federal 
Claims Collection Standards (31 CFR 903.1-903.5) or other applicable 
standards. In any event, termination of the collection action will have 
been deemed to occur if the Commission has not received any payments to 
satisfy the debt from the particular debtor whose wages were subject to 
garnishment, in whole or in part, for a period of one (1) year.

[[Page 235]]



  Subpart E_Miscellaneous: Credit Bureau Reporting, Collection Services

    Authority: 31 U.S.C. 3701, 3711, 3718.

    Source: 58 FR 64373, Dec. 7, 1993, unless otherwise noted.



Sec. 204.75  Collection services.

    Section 13 of the Debt Collection Act (31 U.S.C. 3718) authorizes 
agencies to enter into contracts for collection services to recover 
debts owed the United States. The Act requires that certain provisions 
be contained in such contracts, including:
    (a) The agency retains the authority to resolve a dispute, including 
the authority to terminate a collection action or refer the matter to 
the Attorney General for civil remedies; and
    (b) The contractor is subject to the Privacy Act of 1974, as it 
applies to private contractors, as well as subject to State and Federal 
laws governing debt collection practices.



Sec. 204.76  Use of credit bureau or consumer reporting agencies.

    (a) The Commission may report delinquent debts to consumer reporting 
agencies (See 31 U.S.C. 3701(a)(3), 3711). Sixty days prior to release 
of information to a consumer reporting agency, the debtor shall be 
notified, in writing, of the intent to disclose the existence of the 
debt to a consumer reporting agency. Such notice of intent may be a 
separate correspondence or included in correspondence demanding direct 
payment. The notice shall be in conformance with 31 U.S.C. 3711(e) and 
the Federal Claims Collection Standards. The Commission shall provide, 
in this notice, the debtor with:
    (1) An opportunity to inspect and copy agency records pertaining to 
the debt;
    (2) An opportunity for an administrative review of the legal 
enforceability or past due status of the debt;
    (3) An opportunity to enter into a repayment agreement on terms 
satisfactory to the Commission to prevent the Commission from reporting 
the debt as overdue to consumer reporting agencies, and provide 
deadlines and method for requesting this relief;
    (4) An explanation of the rate of interest that will accrue on the 
debt, that all costs incurred to collect the debt will be charged to the 
debtor, the authority for assessing these costs, and the manner in which 
the Commission will calculate the amount of these cost;
    (5) An explanation that the Commission will report the debt to the 
consumer reporting agencies to the detriment of the debtor's credit 
rating; and
    (6) A description of the collection actions that the agency may take 
in the future if those presently proposed actions do not result in 
repayment of the loan obligation, including the filing of a lawsuit 
against the borrower by the agency and assignment of the debt for 
collection by offset against Federal income tax refunds or the filing of 
a lawsuit against the debtor by the Federal Government.
    (b) The information that may be disclosed to the consumer reporting 
agency is limited to:
    (1) The debtor's name, address, social security number or taxpayer 
identification number, and any other information necessary to establish 
the identity of the individual;
    (2) The amount, status, and history of the claim; and
    (3) The Commission program or activity under which the claim arose.

[58 FR 64373, Dec. 7, 1993, as amended at 66 FR 54135, Oct. 26, 2001]



Sec. 204.77  Referrals to collection agencies.

    (a) The Commission has authority to contract for collection services 
to recover delinquent debts in accordance with 31 U.S.C. 3718(a) and the 
Federal Claims Collection Standards (31 CFR 901.5).
    (b) The Commission will use private collection agencies where it 
determines that their use is in the best interest of the Government. 
Where the Commission determines that there is a need to contract for 
collection services, the contract will provide that:
    (1) The authority to resolve disputes, compromise claims, suspend or 
terminate collection action, or refer the matter to the Department of 
Justice

[[Page 236]]

for litigation or to take any other action under this part will be 
retained by the Commission;
    (2) Contractors are subject to the Privacy Act of 1974, as amended, 
to the extent specified in 5 U.S.C. 552a(m) and to applicable Federal 
and State laws and regulations pertaining to debt collection practices, 
such as the Fair Debt Collection Practices Act, 15 U.S.C. 1692;
    (3) The contractor is required to strictly account for all amounts 
collected;
    (4) The contractor must agree that uncollectible accounts shall be 
returned with appropriate documentation to enable Commission to 
determine whether to pursue collection through litigation or to 
terminate collection; and
    (5) The contractor must agree to provide any data in its files 
requested by the Commission upon returning the account to the Commission 
for subsequent referral to the Department of Justice for litigation.

[58 FR 64373, Dec. 7, 1993, as amended at 66 FR 54135, Oct. 26, 2001]



PART 205_STANDARDS OF PROFESSIONAL CONDUCT FOR ATTORNEYS APPEARING
AND PRACTICING BEFORE THE COMMISSION IN THE REPRESENTATION OF AN ISSUER
--Table of Contents



Sec.
205.1  Purpose and scope.
205.2  Definitions.
205.3  Issuer as client.
205.4  Responsibilities of supervisory attorneys.
205.5  Responsibilities of a subordinate attorney.
205.6  Sanctions and discipline.
205.7  No private right of action.

    Authority: 15 U.S.C. 77s, 78d-3, 78w, 80a-37, 80a-38, 80b-11, 7202, 
7245, and 7262.

    Source: 68 FR 6320, Feb. 6, 2003, unless otherwise noted.



Sec. 205.1  Purpose and scope.

    This part sets forth minimum standards of professional conduct for 
attorneys appearing and practicing before the Commission in the 
representation of an issuer. These standards supplement applicable 
standards of any jurisdiction where an attorney is admitted or practices 
and are not intended to limit the ability of any jurisdiction to impose 
additional obligations on an attorney not inconsistent with the 
application of this part. Where the standards of a state or other United 
States jurisdiction where an attorney is admitted or practices conflict 
with this part, this part shall govern.



Sec. 205.2  Definitions.

    For purposes of this part, the following definitions apply:
    (a) Appearing and practicing before the Commission:
    (1) Means:
    (i) Transacting any business with the Commission, including 
communications in any form;
    (ii) Representing an issuer in a Commission administrative 
proceeding or in connection with any Commission investigation, inquiry, 
information request, or subpoena;
    (iii) Providing advice in respect of the United States securities 
laws or the Commission's rules or regulations thereunder regarding any 
document that the attorney has notice will be filed with or submitted 
to, or incorporated into any document that will be filed with or 
submitted to, the Commission, including the provision of such advice in 
the context of preparing, or participating in the preparation of, any 
such document; or
    (iv) Advising an issuer as to whether information or a statement, 
opinion, or other writing is required under the United States securities 
laws or the Commission's rules or regulations thereunder to be filed 
with or submitted to, or incorporated into any document that will be 
filed with or submitted to, the Commission; but
    (2) Does not include an attorney who:
    (i) Conducts the activities in paragraphs (a)(1)(i) through 
(a)(1)(iv) of this section other than in the context of providing legal 
services to an issuer with whom the attorney has an attorney-client 
relationship; or
    (ii) Is a non-appearing foreign attorney.
    (b) Appropriate response means a response to an attorney regarding 
reported evidence of a material violation as a result of which the 
attorney reasonably believes:

[[Page 237]]

    (1) That no material violation, as defined in paragraph (i) of this 
section, has occurred, is ongoing, or is about to occur;
    (2) That the issuer has, as necessary, adopted appropriate remedial 
measures, including appropriate steps or sanctions to stop any material 
violations that are ongoing, to prevent any material violation that has 
yet to occur, and to remedy or otherwise appropriately address any 
material violation that has already occurred and to minimize the 
likelihood of its recurrence; or
    (3) That the issuer, with the consent of the issuer's board of 
directors, a committee thereof to whom a report could be made pursuant 
to Sec. 205.3(b)(3), or a qualified legal compliance committee, has 
retained or directed an attorney to review the reported evidence of a 
material violation and either:
    (i) Has substantially implemented any remedial recommendations made 
by such attorney after a reasonable investigation and evaluation of the 
reported evidence; or
    (ii) Has been advised that such attorney may, consistent with his or 
her professional obligations, assert a colorable defense on behalf of 
the issuer (or the issuer's officer, director, employee, or agent, as 
the case may be) in any investigation or judicial or administrative 
proceeding relating to the reported evidence of a material violation.
    (c) Attorney means any person who is admitted, licensed, or 
otherwise qualified to practice law in any jurisdiction, domestic or 
foreign, or who holds himself or herself out as admitted, licensed, or 
otherwise qualified to practice law.
    (d) Breach of fiduciary duty refers to any breach of fiduciary or 
similar duty to the issuer recognized under an applicable Federal or 
State statute or at common law, including but not limited to 
misfeasance, nonfeasance, abdication of duty, abuse of trust, and 
approval of unlawful transactions.
    (e) Evidence of a material violation means credible evidence, based 
upon which it would be unreasonable, under the circumstances, for a 
prudent and competent attorney not to conclude that it is reasonably 
likely that a material violation has occurred, is ongoing, or is about 
to occur.
    (f) Foreign government issuer means a foreign issuer as defined in 
17 CFR 230.405 eligible to register securities on Schedule B of the 
Securities Act of 1933 (15 U.S.C. 77a et seq., Schedule B).
    (g) In the representation of an issuer means providing legal 
services as an attorney for an issuer, regardless of whether the 
attorney is employed or retained by the issuer.
    (h) Issuer means an issuer (as defined in section 3 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c)), the securities of 
which are registered under section 12 of that Act (15 U.S.C. 78l), or 
that is required to file reports under section 15(d) of that Act (15 
U.S.C. 78o(d)), or that files or has filed a registration statement that 
has not yet become effective under the Securities Act of 1933 (15 U.S.C. 
77a et seq.), and that it has not withdrawn, but does not include a 
foreign government issuer. For purposes of paragraphs (a) and (g) of 
this section, the term ``issuer'' includes any person controlled by an 
issuer, where an attorney provides legal services to such person on 
behalf of, or at the behest, or for the benefit of the issuer, 
regardless of whether the attorney is employed or retained by the 
issuer.
    (i) Material violation means a material violation of an applicable 
United States federal or state securities law, a material breach of 
fiduciary duty arising under United States federal or state law, or a 
similar material violation of any United States federal or state law.
    (j) Non-appearing foreign attorney means an attorney:
    (1) Who is admitted to practice law in a jurisdiction outside the 
United States;
    (2) Who does not hold himself or herself out as practicing, and does 
not give legal advice regarding, United States federal or state 
securities or other laws (except as provided in paragraph (j)(3)(ii) of 
this section); and
    (3) Who:
    (i) Conducts activities that would constitute appearing and 
practicing before the Commission only incidentally to, and in the 
ordinary course of, the

[[Page 238]]

practice of law in a jurisdiction outside the United States; or
    (ii) Is appearing and practicing before the Commission only in 
consultation with counsel, other than a non-appearing foreign attorney, 
admitted or licensed to practice in a state or other United States 
jurisdiction.
    (k) Qualified legal compliance committee means a committee of an 
issuer (which also may be an audit or other committee of the issuer) 
that:
    (1) Consists of at least one member of the issuer's audit committee 
(or, if the issuer has no audit committee, one member from an equivalent 
committee of independent directors) and two or more members of the 
issuer's board of directors who are not employed, directly or 
indirectly, by the issuer and who are not, in the case of a registered 
investment company, ``interested persons'' as defined in section 
2(a)(19) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(19));
    (2) Has adopted written procedures for the confidential receipt, 
retention, and consideration of any report of evidence of a material 
violation under Sec. 205.3;
    (3) Has been duly established by the issuer's board of directors, 
with the authority and responsibility:
    (i) To inform the issuer's chief legal officer and chief executive 
officer (or the equivalents thereof) of any report of evidence of a 
material violation (except in the circumstances described in 
Sec. 205.3(b)(4));
    (ii) To determine whether an investigation is necessary regarding 
any report of evidence of a material violation by the issuer, its 
officers, directors, employees or agents and, if it determines an 
investigation is necessary or appropriate, to:
    (A) Notify the audit committee or the full board of directors;
    (B) Initiate an investigation, which may be conducted either by the 
chief legal officer (or the equivalent thereof) or by outside attorneys; 
and
    (C) Retain such additional expert personnel as the committee deems 
necessary; and
    (iii) At the conclusion of any such investigation, to:
    (A) Recommend, by majority vote, that the issuer implement an 
appropriate response to evidence of a material violation; and
    (B) Inform the chief legal officer and the chief executive officer 
(or the equivalents thereof) and the board of directors of the results 
of any such investigation under this section and the appropriate 
remedial measures to be adopted; and
    (4) Has the authority and responsibility, acting by majority vote, 
to take all other appropriate action, including the authority to notify 
the Commission in the event that the issuer fails in any material 
respect to implement an appropriate response that the qualified legal 
compliance committee has recommended the issuer to take.
    (l) Reasonable or reasonably denotes, with respect to the actions of 
an attorney, conduct that would not be unreasonable for a prudent and 
competent attorney.
    (m) Reasonably believes means that an attorney believes the matter 
in question and that the circumstances are such that the belief is not 
unreasonable.
    (n) Report means to make known to directly, either in person, by 
telephone, by e-mail, electronically, or in writing.



Sec. 205.3  Issuer as client.

    (a) Representing an issuer. An attorney appearing and practicing 
before the Commission in the representation of an issuer owes his or her 
professional and ethical duties to the issuer as an organization. That 
the attorney may work with and advise the issuer's officers, directors, 
or employees in the course of representing the issuer does not make such 
individuals the attorney's clients.
    (b) Duty to report evidence of a material violation. (1) If an 
attorney, appearing and practicing before the Commission in the 
representation of an issuer, becomes aware of evidence of a material 
violation by the issuer or by any officer, director, employee, or agent 
of the issuer, the attorney shall report such evidence to the issuer's 
chief legal officer (or the equivalent thereof) or to both the issuer's 
chief legal officer and its chief executive officer (or the equivalents 
thereof) forthwith. By communicating such information to

[[Page 239]]

the issuer's officers or directors, an attorney does not reveal client 
confidences or secrets or privileged or otherwise protected information 
related to the attorney's representation of an issuer.
    (2) The chief legal officer (or the equivalent thereof) shall cause 
such inquiry into the evidence of a material violation as he or she 
reasonably believes is appropriate to determine whether the material 
violation described in the report has occurred, is ongoing, or is about 
to occur. If the chief legal officer (or the equivalent thereof) 
determines no material violation has occurred, is ongoing, or is about 
to occur, he or she shall notify the reporting attorney and advise the 
reporting attorney of the basis for such determination. Unless the chief 
legal officer (or the equivalent thereof) reasonably believes that no 
material violation has occurred, is ongoing, or is about to occur, he or 
she shall take all reasonable steps to cause the issuer to adopt an 
appropriate response, and shall advise the reporting attorney thereof. 
In lieu of causing an inquiry under this paragraph (b), a chief legal 
officer (or the equivalent thereof) may refer a report of evidence of a 
material violation to a qualified legal compliance committee under 
paragraph (c)(2) of this section if the issuer has duly established a 
qualified legal compliance committee prior to the report of evidence of 
a material violation.
    (3) Unless an attorney who has made a report under paragraph (b)(1) 
of this section reasonably believes that the chief legal officer or the 
chief executive officer of the issuer (or the equivalent thereof) has 
provided an appropriate response within a reasonable time, the attorney 
shall report the evidence of a material violation to:
    (i) The audit committee of the issuer's board of directors;
    (ii) Another committee of the issuer's board of directors consisting 
solely of directors who are not employed, directly or indirectly, by the 
issuer and are not, in the case of a registered investment company, 
``interested persons'' as defined in section 2(a)(19) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2(a)(19)) (if the issuer's board of 
directors has no audit committee); or
    (iii) The issuer's board of directors (if the issuer's board of 
directors has no committee consisting solely of directors who are not 
employed, directly or indirectly, by the issuer and are not, in the case 
of a registered investment company, ``interested persons'' as defined in 
section 2(a)(19) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(19))).
    (4) If an attorney reasonably believes that it would be futile to 
report evidence of a material violation to the issuer's chief legal 
officer and chief executive officer (or the equivalents thereof) under 
paragraph (b)(1) of this section, the attorney may report such evidence 
as provided under paragraph (b)(3) of this section.
    (5) An attorney retained or directed by an issuer to investigate 
evidence of a material violation reported under paragraph (b)(1), 
(b)(3), or (b)(4) of this section shall be deemed to be appearing and 
practicing before the Commission. Directing or retaining an attorney to 
investigate reported evidence of a material violation does not relieve 
an officer or director of the issuer to whom such evidence has been 
reported under paragraph (b)(1), (b)(3), or (b)(4) of this section from 
a duty to respond to the reporting attorney.
    (6) An attorney shall not have any obligation to report evidence of 
a material violation under this paragraph (b) if:
    (i) The attorney was retained or directed by the issuer's chief 
legal officer (or the equivalent thereof) to investigate such evidence 
of a material violation and:
    (A) The attorney reports the results of such investigation to the 
chief legal officer (or the equivalent thereof); and
    (B) Except where the attorney and the chief legal officer (or the 
equivalent thereof) each reasonably believes that no material violation 
has occurred, is ongoing, or is about to occur, the chief legal officer 
(or the equivalent thereof) reports the results of the investigation to 
the issuer's board of directors, a committee thereof to whom a report 
could be made pursuant to paragraph (b)(3) of this section, or a

[[Page 240]]

qualified legal compliance committee; or
    (ii) The attorney was retained or directed by the chief legal 
officer (or the equivalent thereof) to assert, consistent with his or 
her professional obligations, a colorable defense on behalf of the 
issuer (or the issuer's officer, director, employee, or agent, as the 
case may be) in any investigation or judicial or administrative 
proceeding relating to such evidence of a material violation, and the 
chief legal officer (or the equivalent thereof) provides reasonable and 
timely reports on the progress and outcome of such proceeding to the 
issuer's board of directors, a committee thereof to whom a report could 
be made pursuant to paragraph (b)(3) of this section, or a qualified 
legal compliance committee.
    (7) An attorney shall not have any obligation to report evidence of 
a material violation under this paragraph (b) if such attorney was 
retained or directed by a qualified legal compliance committee:
    (i) To investigate such evidence of a material violation; or
    (ii) To assert, consistent with his or her professional obligations, 
a colorable defense on behalf of the issuer (or the issuer's officer, 
director, employee, or agent, as the case may be) in any investigation 
or judicial or administrative proceeding relating to such evidence of a 
material violation.
    (8) An attorney who receives what he or she reasonably believes is 
an appropriate and timely response to a report he or she has made 
pursuant to paragraph (b)(1), (b)(3), or (b)(4) of this section need do 
nothing more under this section with respect to his or her report.
    (9) An attorney who does not reasonably believe that the issuer has 
made an appropriate response within a reasonable time to the report or 
reports made pursuant to paragraph (b)(1), (b)(3), or (b)(4) of this 
section shall explain his or her reasons therefor to the chief legal 
officer (or the equivalent thereof), the chief executive officer (or the 
equivalent thereof), and directors to whom the attorney reported the 
evidence of a material violation pursuant to paragraph (b)(1), (b)(3), 
or (b)(4) of this section.
    (10) An attorney formerly employed or retained by an issuer who has 
reported evidence of a material violation under this part and reasonably 
believes that he or she has been discharged for so doing may notify the 
issuer's board of directors or any committee thereof that he or she 
believes that he or she has been discharged for reporting evidence of a 
material violation under this section.
    (c) Alternative reporting procedures for attorneys retained or 
employed by an issuer that has established a qualified legal compliance 
committee. (1) If an attorney, appearing and practicing before the 
Commission in the representation of an issuer, becomes aware of evidence 
of a material violation by the issuer or by any officer, director, 
employee, or agent of the issuer, the attorney may, as an alternative to 
the reporting requirements of paragraph (b) of this section, report such 
evidence to a qualified legal compliance committee, if the issuer has 
previously formed such a committee. An attorney who reports evidence of 
a material violation to such a qualified legal compliance committee has 
satisfied his or her obligation to report such evidence and is not 
required to assess the issuer's response to the reported evidence of a 
material violation.
    (2) A chief legal officer (or the equivalent thereof) may refer a 
report of evidence of a material violation to a previously established 
qualified legal compliance committee in lieu of causing an inquiry to be 
conducted under paragraph (b)(2) of this section. The chief legal 
officer (or the equivalent thereof) shall inform the reporting attorney 
that the report has been referred to a qualified legal compliance 
committee. Thereafter, pursuant to the requirements under Sec. 205.2(k), 
the qualified legal compliance committee shall be responsible for 
responding to the evidence of a material violation reported to it under 
this paragraph (c).
    (d) Issuer confidences. (1) Any report under this section (or the 
contemporaneous record thereof) or any response thereto (or the 
contemporaneous record thereof) may be used by an attorney in connection 
with any investigation, proceeding, or litigation in

[[Page 241]]

which the attorney's compliance with this part is in issue.
    (2) An attorney appearing and practicing before the Commission in 
the representation of an issuer may reveal to the Commission, without 
the issuer's consent, confidential information related to the 
representation to the extent the attorney reasonably believes necessary:
    (i) To prevent the issuer from committing a material violation that 
is likely to cause substantial injury to the financial interest or 
property of the issuer or investors;
    (ii) To prevent the issuer, in a Commission investigation or 
administrative proceeding from committing perjury, proscribed in 18 
U.S.C. 1621; suborning perjury, proscribed in 18 U.S.C. 1622; or 
committing any act proscribed in 18 U.S.C. 1001 that is likely to 
perpetrate a fraud upon the Commission; or
    (iii) To rectify the consequences of a material violation by the 
issuer that caused, or may cause, substantial injury to the financial 
interest or property of the issuer or investors in the furtherance of 
which the attorney's services were used.



Sec. 205.4  Responsibilities of supervisory attorneys.

    (a) An attorney supervising or directing another attorney who is 
appearing and practicing before the Commission in the representation of 
an issuer is a supervisory attorney. An issuer's chief legal officer (or 
the equivalent thereof) is a supervisory attorney under this section.
    (b) A supervisory attorney shall make reasonable efforts to ensure 
that a subordinate attorney, as defined in Sec. 205.5(a), that he or she 
supervises or directs conforms to this part. To the extent a subordinate 
attorney appears and practices before the Commission in the 
representation of an issuer, that subordinate attorney's supervisory 
attorneys also appear and practice before the Commission.
    (c) A supervisory attorney is responsible for complying with the 
reporting requirements in Sec. 205.3 when a subordinate attorney has 
reported to the supervisory attorney evidence of a material violation.
    (d) A supervisory attorney who has received a report of evidence of 
a material violation from a subordinate attorney under Sec. 205.3 may 
report such evidence to the issuer's qualified legal compliance 
committee if the issuer has duly formed such a committee.



Sec. 205.5  Responsibilities of a subordinate attorney.

    (a) An attorney who appears and practices before the Commission in 
the representation of an issuer on a matter under the supervision or 
direction of another attorney (other than under the direct supervision 
or direction of the issuer's chief legal officer (or the equivalent 
thereof)) is a subordinate attorney.
    (b) A subordinate attorney shall comply with this part 
notwithstanding that the subordinate attorney acted at the direction of 
or under the supervision of another person.
    (c) A subordinate attorney complies with Sec. 205.3 if the 
subordinate attorney reports to his or her supervising attorney under 
Sec. 205.3(b) evidence of a material violation of which the subordinate 
attorney has become aware in appearing and practicing before the 
Commission.
    (d) A subordinate attorney may take the steps permitted or required 
by Sec. 205.3(b) or (c) if the subordinate attorney reasonably believes 
that a supervisory attorney to whom he or she has reported evidence of a 
material violation under Sec. 205.3(b) has failed to comply with 
Sec. 205.3.



Sec. 205.6  Sanctions and discipline.

    (a) A violation of this part by any attorney appearing and 
practicing before the Commission in the representation of an issuer 
shall subject such attorney to the civil penalties and remedies for a 
violation of the federal securities laws available to the Commission in 
an action brought by the Commission thereunder.
    (b) An attorney appearing and practicing before the Commission who 
violates any provision of this part is subject to the disciplinary 
authority of the Commission, regardless of whether the attorney may also 
be subject to

[[Page 242]]

discipline for the same conduct in a jurisdiction where the attorney is 
admitted or practices. An administrative disciplinary proceeding 
initiated by the Commission for violation of this part may result in an 
attorney being censured, or being temporarily or permanently denied the 
privilege of appearing or practicing before the Commission.
    (c) An attorney who complies in good faith with the provisions of 
this part shall not be subject to discipline or otherwise liable under 
inconsistent standards imposed by any state or other United States 
jurisdiction where the attorney is admitted or practices.
    (d) An attorney practicing outside the United States shall not be 
required to comply with the requirements of this part to the extent that 
such compliance is prohibited by applicable foreign law.



Sec. 205.7  No private right of action.

    (a) Nothing in this part is intended to, or does, create a private 
right of action against any attorney, law firm, or issuer based upon 
compliance or noncompliance with its provisions.
    (b) Authority to enforce compliance with this part is vested 
exclusively in the Commission.



PART 209_FORMS PRESCRIBED UNDER THE COMMISSION'S RULES OF PRACTICE
--Table of Contents



Sec.
209.0-1  Availability of forms.
209.1  Form D-A: Disclosure of assets and financial information.

    Authority: 15 U.S.C. 77h-1, 77u, 78u-2, 78u-3, 78v, 78w, 80a-9, 80a-
37, 80a-38, 80a-39, 80a-40, 80a-41, 80a-44, 80b-3, 80b-9, 80b-11, and 
80b-12, unless otherwise noted.

    Source: 60 FR 32823, June 23, 1995, unless otherwise noted.



Sec. 209.0-1  Availability of forms.

    (a) This part identifies and describes the forms for use under the 
Securities and Exchange Commission's Rules of Practice, part 201 of this 
chapter.
    (b) Any person may obtain a copy of any form prescribed for use in 
this part by written request to the Securities and Exchange Commission, 
100 F Street, NE., Washington, D.C. 20549. Any person may inspect the 
forms at this address and at the Commission's regional offices. (See 
Sec. 200.11 of this chapter for the addresses of the SEC regional 
offices.)

[60 FR 32823, June 23, 1995, as amended at 73 FR 32227, June 5, 2008]



Sec. 209.1  Form D-A: Disclosure of assets and financial information.

    (a) Rules 410 and 630 of the Rules of Practice (17 CFR 201.410 and 
201.630) provide that under certain circumstances a respondent who 
asserts or intends to assert an inability to pay disgorgement, interest 
or penalties may be required to disclose certain financial information. 
Unless otherwise ordered, this form may be used by individuals required 
to supply such information.
    (b) The respondent filing Form D-A is required promptly to notify 
the Commission of any material change in the answer to any question on 
this form.
    (c) Form D-A may not be withheld from the interested division. A 
respondent making financial information disclosures on this form after 
the institution of proceedings may make a motion, pursuant to Rule 322 
of the Commission's Rules of Practice (17 CFR 201.322), for the issuance 
of a protective order to limit disclosure to the public or parties other 
than the interested division of the information submitted on Form D-A. A 
request for a protective order allows the requester an opportunity to 
justify the need for confidentiality. The making of a motion for a 
protective order, however, does not guarantee that disclosure will be 
limited.
    (d) No party receiving information for which a motion for a 
protective order has been made may transfer or convey the information to 
any other person prior to a ruling on the motion without the prior 
permission of the Commission or a hearing officer.
    (e) A person making financial information disclosures on Form D-A 
prior to the institution of proceedings, in connection with an offer of 
settlement or otherwise, may request confidential treatment of the 
information pursuant to the Freedom of Information Act. See the 
Commission's Freedom of Information Act (``FOIA'') regulations, 17 CFR

[[Page 243]]

200.83. A request for confidential treatment allows the requester an 
opportunity to substantiate the need for confidentiality. No 
determination as to the validity of any request for confidential 
treatment will be made until a request for disclosure of the information 
under FOIA is received.



PART 210_FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS,
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, INVESTMENT COMPANY
ACT OF 1940, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--Table of Contents



             Application of Regulation S-X (17 CFR Part 210)

Sec.
210.1-01  Application of Regulation S-X (17 CFR part 210).
210.1-02  Definitions of terms used in Regulation S-X (17 CFR part 210).

                Qualifications and Reports of Accountants

210.2-01  Qualifications of accountants.
210.2-02  Accountants' reports and attestation reports.
210.2-03  Examination of financial statements by foreign government 
          auditors.
210.2-04  Examination of financial statements of persons other than the 
          registrant.
210.2-05  Examination of financial statements by more than one 
          accountant.
210.2-06  Retention of audit and review records.
210.2-07  Communication with audit committees.

             General Instructions as to Financial Statements

210.3-01  Consolidated balance sheets.
210.3-02  Consolidated statements of income and changes in financial 
          position.
210.3-03  Instructions to income statement requirements.
210.3-04  Changes in stockholders' equity and noncontrolling interests.
210.3-05  Financial statements of businesses acquired or to be acquired.
210.3-06  Financial statements covering a period of nine to twelve 
          months.
210.3-07--210.3-08  [Reserved]
210.3-09  Separate financial statements of subsidiaries not consolidated 
          and 50 percent or less owned persons.
210.3-10  Financial statements of guarantors and issuers of guaranteed 
          securities registered or being registered.
210.3-11  Financial statements of an inactive registrant.
210.3-12  Age of financial statements at effective date of registration 
          statement or at mailing date of proxy statement.
210.3-13  Filing of other financial statements in certain cases.
210.3-14  Special instructions for real estate operations to be 
          acquired.
210.3-15  Special provisions as to real estate investment trusts.
210.3-16  Financial statements of affiliates whose securities 
          collateralize an issue registered or being registered.
210.3-17  Financial statements of natural persons.
210.3-18  Special provisions as to registered management investment 
          companies and companies required to be registered as 
          management investment companies.
210.3-19  [Reserved]
210.3-20  Currency for financial statements of foreign private issuers.

             Consolidated and Combined Financial Statements

210.3A-01  Application of Secs. 210.3A-01 to 210.3A-05.
210.3A-02  Consolidated financial statements of the registrant and its 
          subsidiaries.
210.3A-03  Statement as to principles of consolidation or combination 
          followed.
210.3A-04  Intercompany items and transactions.

                      Rules of General Application

210.4-01  Form, order, and terminology.
210.4-02  Items not material.
210.4-03  Inapplicable captions and omission of unrequired or 
          inapplicable financial statements.
210.4-04  Omission of substantially identical notes.
210.4-05--210.4-06  [Reserved]
210.4-07  Discount on shares.
210.4-08  General notes to financial statements.
210.4-09  [Reserved]
210.4-10  Financial accounting and reporting for oil and gas producing 
          activities pursuant to the Federal securities laws and the 
          Energy Policy and Conservation Act of 1975.

                   Commercial and Industrial Companies

210.5-01  Application of Secs. 210.5-01 to 210.5-04.
210.5-02  Balance sheets.
210.5-03  Income statements.
210.5-04  What schedules are to be filed.

   Registered Investment Companies and Business Development Companies

210.6-01  Application of Secs. 210.6-01 to 210.6-10.

[[Page 244]]

210.6-02  Definition of certain terms.
210.6-03  Special rules of general application to registered investment 
          companies and business development companies.
210.6-04  Balance sheets.
210.6-05  Statements of net assets.
210.6-06  Special provisions applicable to the balance sheets of issuers 
          of face-amount certificates.
210.6-07  Statements of operations.
210.6-08  Special provisions applicable to the statements of operations 
          of issuers of face-amount certificates.
210.6-09  Statements of changes in net assets.
210.6-10  What schedules are to be filed.

           Employee Stock Purchase, Savings and Similar Plans

210.6A-01  Application of Secs. 210.6A-01 to 210.6A-05.
210.6A-02  Special rules applicable to employee stock purchase, savings 
          and similar plans.
210.6A-03  Statements of financial condition.
210.6A-04  Statements of income and changes in plan equity.
210.6A-05  What schedules are to be filed.

                           Insurance Companies

210.7-01  Application of Secs. 210.7-01 to 210.7-05.
210.7-02  General requirement.
210.7-03  Balance sheets.
210.7-04  Income statements.
210.7-05  What schedules are to be filed.

      Article 8 Financial Statements of Smaller Reporting Companies

210.8-01  Preliminary Notes to Article 8.
210.8-02  Annual financial statements.
210.8-03  Interim financial statements.
210.8-04  Financial statements of businesses acquired or to be acquired.
210.8-05  Pro forma financial information.
210.8-06  Real estate operations acquired or to be acquired.
210.8-07  Limited partnerships.
210.8-08  Age of financial statements.

                         Bank Holding Companies

210.9-01  Application of Secs. 210.9-01 to 210.9-07.
210.9-02  General requirement.
210.9-03  Balance sheets.
210.9-04  Income statements.
210.9-05  Foreign activities.
210.9-06  Condensed financial information of registrant.
210.9-07  [Reserved]

                      Interim Financial Statements

210.10-01  Interim financial statements.

                     Pro Forma Financial Information

210.11-01  Presentation requirements.
210.11-02  Preparation requirements.
210.11-03  Presentation of financial forecast.

                      Form and Content of Schedules

                                 general

210.12-01  Application of Secs. 210.12-01 to 210.12-29.
210.12-02--210.12-03  [Reserved]
210.12-04  Condensed financial information of registrant.
210.12-05--210.12-08  [Reserved]
210.12-09  Valuation and qualifying accounts.
210.12-10--210.12-11  [Reserved]

                   for management investment companies

210.12-12  Investments in securities of unaffiliated issuers.
210.12-12A  Investments--securities sold short.
210.12-12B  Summary schedule of investments in securities of 
          unaffiliated issuers.
210.12-12C  [Reserved]
210.12-13  Open option contracts written.
210.12-13A  Open futures contracts.
210.12-13B  Open forward foreign currency contracts.
210.12-13C  Open swap contracts.
210.12-13D  Investments other than those presented in Secs. 210.12-12, 
          12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C.
210.12-14  Investments in and advances to affiliates.
210.12-15  Summary of investments--other than investments in related 
          parties.
210.12-16  Supplementary insurance information.
210.12-17  Reinsurance.
210.12-18  Supplemental information (for property-casualty insurance 
          underwriters).

            for face amount certificate investment companies

210.12-21  Investments in securities of unaffiliated issuers.
210.12-22  Investments in and advances to affiliates and income thereon.
210.12-23  Mortgage loans on real estate and interest earned on 
          mortgages.
210.12-24  Real estate owned and rental income.
210.12-25  Supplementary profit and loss information.
210.12-26  Certificate reserves.
210.12-27  Qualified assets on deposit.

                    for certain real estate companies

210.12-28  Real estate and accumulated depreciation.
210.12-29  Mortgage loans on real estate.

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n, 
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 80a-
31, 80a-37(a), 80b-3, 80b-11, 7202

[[Page 245]]

and 7262, and sec. 102(c), Pub. L. 112-106, 126 Stat. 310 (2012), unless 
otherwise noted.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.

             Application of Regulation S-X (17 CFR Part 210)



Sec. 210.1-01  Application of Regulation S-X (17 CFR part 210).

    (a) This part (together with the Financial Reporting Releases (part 
211 of this chapter)) sets forth the form and content of and 
requirements for financial statements required to be filed as a part of:
    (1) Registration statements under the Securities Act of 1933 (part 
239 of this chapter), except as otherwise specifically provided in the 
forms which are to be used for registration under this Act;
    (2) Registration statements under section 12 (subpart C of part 249 
of this chapter), annual or other reports under sections 13 and 15(d) 
(subparts D and E of part 249 of this chapter), and proxy and 
information statements under section 14 of the Securities Exchange Act 
of 1934 except as otherwise specifically provided in the forms which are 
to be used for registration and reporting under these sections of this 
Act; and
    (3) Registration statements and shareholder reports under the 
Investment Company Act of 1940 (part 274 of this chapter), except as 
otherwise specifically provided in the forms which are to be used for 
registration under this Act.
    (b) The term financial statements as used in this part shall be 
deemed to include all notes to the statements and all related schedules.
    (c) In addition to filings pursuant to the Federal securities laws, 
Sec. 210.4-10 applies to the preparation of accounts by persons engaged, 
in whole or in part, in the production of crude oil or natural gas in 
the United States pursuant to section 503 of the Energy Policy and 
Conservation Act of 1975 (42 U.S.C. 6383) (EPCA) and section 1(c) of the 
Energy Supply and Environmental Coordination Act of 1974 (15 U.S.C. 
796), as amended by section 505 of EPCA.

[37 FR 14593, July 21, 1972, as amended at 43 FR 40712, Sept. 12, 1978; 
45 FR 63680, 63687, Sept. 25, 1980; 46 FR 36124, July 14, 1981; 50 FR 
25214, June 18, 1985; 76 FR 71875, Nov. 21, 2011]



Sec. 210.1-02  Definitions of terms used in Regulation S-X
(17 CFR part 210).

    Unless the context otherwise requires, terms defined in the general 
rules and regulations or in the instructions to the applicable form, 
when used in Regulation S-X (this part 210), shall have the respective 
meanings given in such instructions or rules. In addition, the following 
terms shall have the meanings indicated in this section unless the 
context otherwise requires.
    (a)(1) Accountant's report. The term accountant's report, when used 
in regard to financial statements, means a document in which an 
independent public or certified public accountant indicates the scope of 
the audit (or examination) which he has made and sets forth his opinion 
regarding the financial statements taken as a whole, or an assertion to 
the effect that an overall opinion cannot be expressed. When an overall 
opinion cannot be expressed, the reasons therefor shall be stated.
    (2) Attestation report on internal control over financial reporting. 
The term attestation report on internal control over financial reporting 
means a report in which a registered public accounting firm expresses an 
opinion, either unqualified or adverse, as to whether the registrant 
maintained, in all material respects, effective internal control over 
financial reporting (as defined in Sec. 240.13a-15(f) or Sec. 240.15d-
15(f) of this chapter), except in the rare circumstance of a scope 
limitation that cannot be overcome by the registrant or the registered 
public accounting firm which would result in the accounting firm 
disclaiming an opinion.
    (3) Attestation report on assessment of compliance with servicing 
criteria for asset-backed securities. The term attestation report on 
assessment of compliance

[[Page 246]]

with servicing criteria for asset-backed securities means a report in 
which a registered public accounting firm, as required by Sec. 240.13a-
18(c) or Sec. 240.15d-18(c) of this chapter, expresses an opinion, or 
states that an opinion cannot be expressed, concerning an asserting 
party's assessment of compliance with servicing criteria, as required by 
Sec. 240.13a-18(b) or Sec. 240.15d-18(b) of this chapter, in accordance 
with standards on attestation engagements. When an overall opinion 
cannot be expressed, the registered public accounting firm must state 
why it is unable to express such an opinion.
    (4) Definitions of terms related to internal control over financial 
reporting.
    Material weakness means a deficiency, or a combination of 
deficiencies, in internal control over financial reporting (as defined 
in Sec. 240.13a-15(f) or Sec. 240.15d-15(f) of this chapter) such that 
there is a reasonable possibility that a material misstatement of the 
registrant's annual or interim financial statements will not be 
prevented or detected on a timely basis.
    Significant deficiency means a deficiency, or a combination of 
deficiencies, in internal control over financial reporting that is less 
severe than a material weakness, yet important enough to merit attention 
by those responsible for oversight of the registrant's financial 
reporting.
    (b) Affiliate. An affiliate of, or a person affiliated with, a 
specific person is a person that directly, or indirectly through one or 
more intermediaries, controls, or is controlled by, or is under common 
control with, the person specified.
    (c) Amount. The term amount, when used in regard to securities, 
means the principal amount if relating to evidences of indebtedness, the 
number of shares if relating to shares, and the number of units if 
relating to any other kind of security.
    (d) Audit (or examination). The term audit (or examination), when 
used in regard to financial statements, means an examination of the 
financial statements by an independent accountant in accordance with 
generally accepted auditing standards, as may be modified or 
supplemented by the Commission, for the purpose of expressing an opinion 
thereon.
    (e) Bank holding company. The term bank holding company means a 
person which is engaged, either directly or indirectly, primarily in the 
business of owning securities of one or more banks for the purpose, and 
with the effect, of exercising control.
    (f) Certified. The term certified, when used in regard to financial 
statements, means examined and reported upon with an opinion expressed 
by an independent public or certified public accountant.
    (g) Control. The term control (including the terms controlling, 
controlled by and under common control with) means the possession, 
direct or indirect, of the power to direct or cause the direction of the 
management and policies of a person, whether through the ownership of 
voting shares, by contract, or otherwise.
    (h) Development stage company. A company shall be considered to be 
in the development stage if it is devoting substantially all of its 
efforts to establishing a new business and either of the following 
conditions exists: (1) Planned principal operations have not commenced. 
(2) Planned principal operations have commenced, but there has been no 
significant revenue therefrom.
    (i) Equity security. The term equity security means any stock or 
similar security; or any security convertible, with or without 
consideration, into such a security, or carrying any warrant or right to 
subscribe to or purchase such a security; or any such warrant or right.
    (j) Fifty-percent-owned person. The term 50-percent-owned person, in 
relation to a specified person, means a person approximately 50 percent 
of whose outstanding voting shares is owned by the specified person 
either directly, or indirectly through one or more intermediaries.
    (k) Fiscal year. The term fiscal year means the annual accounting 
period or, if no closing date has been adopted, the calendar year ending 
on December 31.
    (l) Foreign business. A business that is majority owned by persons 
who are not citizens or residents of the United States and is not 
organized under the laws of the United States or any state thereof, and 
either:

[[Page 247]]

    (1) More than 50 percent of its assets are located outside the 
United States; or
    (2) The majority of its executive officers and directors are not 
United States citizens or residents.
    (m) Insurance holding company. The term insurance holding company 
means a person which is engaged, either directly or indirectly, 
primarily in the business of owning securities of one or more insurance 
companies for the purpose, and with the effect, of exercising control.
    (n) Majority-owned subsidiary. The term majority-owned subsidiary 
means a subsidiary more than 50 percent of whose outstanding voting 
shares is owned by its parent and/or the parent's other majority-owned 
subsidiaries.
    (o) Material. The term material, when used to qualify a requirement 
for the furnishing of information as to any subject, limits the 
information required to those matters about which an average prudent 
investor ought reasonably to be informed.
    (p) Parent. A parent of a specified person is an affiliate 
controlling such person directly, or indirectly through one or more 
intermediaries.
    (q) Person. The term person means an individual, a corporation, a 
partnership, an association, a joint-stock company, a business trust, or 
an unincorporated organization.
    (r) Principal holder of equity securities. The term principal holder 
of equity securities, used in respect of a registrant or other person 
named in a particular statement or report, means a holder of record or a 
known beneficial owner of more than 10 percent of any class of equity 
securities of the registrant or other person, respectively, as of the 
date of the related balance sheet filed.
    (s) Promoter. The term promoter includes:
    (1) Any person who, acting alone or in conjunction with one or more 
other persons, directly or indirectly takes initiative in founding and 
organizing the business or enterprise of an issuer;
    (2) Any person who, in connection with the founding and organizing 
of the business or enterprise of an issuer, directly or indirectly 
receives in consideration of services or property, or both services and 
property, 10 percent or more of any class of securities of the issuer or 
10 percent or more of the proceeds from the sale of any class of 
securities. However, a person who receives such securities or proceeds 
either solely as underwriting commissions or solely in consideration of 
property shall not be deemed a promoter within the meaning of this 
paragraph if such person does not otherwise take part in founding and 
organizing the enterprise.
    (t) Registrant. The term registrant means the issuer of the 
securities for which an application, a registration statement, or a 
report is filed.
    (u) Related parties. The term related parties is used as that term 
is defined in the FASB ASC Master Glossary.
    (v) Share. The term share means a share of stock in a corporation or 
unit of interest in an unincorporated person.
    (w) Significant subsidiary. The term significant subsidiary means a 
subsidiary, including its subsidiaries, which meets any of the following 
conditions:
    (1) The registrant's and its other subsidiaries' investments in and 
advances to the subsidiary exceed 10 percent of the total assets of the 
registrant and its subsidiaries consolidated as of the end of the most 
recently completed fiscal year (for a proposed combination between 
entities under common control, this condition is also met when the 
number of common shares exchanged or to be exchanged by the registrant 
exceeds 10 percent of its total common shares outstanding at the date 
the combination is initiated); or
    (2) The registrant's and its other subsidiaries' proportionate share 
of the total assets (after intercompany eliminations) of the subsidiary 
exceeds 10 percent of the total assets of the registrants and its 
subsidiaries consolidated as of the end of the most recently completed 
fiscal year; or
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes, extraordinary 
items and cumulative effect of a change in accounting principle of the 
subsidiary exclusive of amounts attributable to any noncontrolling 
interests exceeds 10 percent of such income of the registrant and its

[[Page 248]]

subsidiaries consolidated for the most recently completed fiscal year.

    Note to paragraph (w): A registrant that files its financial 
statements in accordance with or provides a reconciliation to U.S. 
Generally Accepted Accounting Principles shall make the prescribed tests 
using amounts determined under U.S. Generally Accepted Accounting 
Principles. A foreign private issuer that files its financial statements 
in accordance with IFRS as issued by the IASB shall make the prescribed 
tests using amounts determined under IFRS as issued by the IASB.

    Computational note: For purposes of making the prescribed income 
test the following guidance should be applied:
    1. When a loss exclusive of amounts attributable to any 
noncontrolling interests has been incurred by either the parent and its 
subsidiaries consolidated or the tested subsidiary, but not both, the 
equity in the income or loss of the tested subsidiary exclusive of 
amounts attributable to any noncontrolling interests should be excluded 
from such income of the registrant and its subsidiaries consolidated for 
purposes of the computation.
    2. If income of the registrant and its subsidiaries consolidated 
exclusive of amounts attributable to any noncontrolling interests for 
the most recent fiscal year is at least 10 percent lower than the 
average of the income for the last five fiscal years, such average 
income should be submitted for purposes of the computation. Any loss 
years should be omitted for purposes of computing average income.
    3. Where the test involves combined entities, as in the case of 
determining whether summarized financial data should be presented, 
entities reporting losses shall not be aggregated with entities 
reporting income.

    (x) Subsidiary. A subsidiary of a specified person is an affiliate 
controlled by such person directly, or indirectly through one or more 
intermediaries.
    (y) Totally held subsidiary. The term totally held subsidiary means 
a subsidiary (1) substantially all of whose outstanding equity 
securities are owned by its parent and/or the parent's other totally 
held subsidiaries, and (2) which is not indebted to any person other 
than its parent and/or the parent's other totally held subsidiaries, in 
an amount which is material in relation to the particular subsidiary, 
excepting indebtedness incurred in the ordinary course of business which 
is not overdue and which matures within 1 year from the date of its 
creation, whether evidenced by securities or not. Indebtedness of a 
subsidiary which is secured by its parent by guarantee, pledge, 
assignment, or otherwise is to be excluded for purposes of paragraph 
(x)(2) of this section.
    (z) Voting shares. The term voting shares means the sum of all 
rights, other than as affected by events of default, to vote for 
election of directors and/or the sum of all interests in an 
unincorporated person.
    (aa) Wholly owned subsidiary. The term wholly owned subsidiary means 
a subsidiary substantially all of whose outstanding voting shares are 
owned by its parent and/or the parent's other wholly owned subsidiaries.
    (bb) Summarized financial information. (1) Except as provided in 
paragraph (aa)(2), summarized financial information referred to in this 
regulation shall mean the presentation of summarized information as to 
the assets, liabilities and results of operations of the entity for 
which the information is required. Summarized financial information 
shall include the following disclosures:
    (i) Current assets, noncurrent assets, current liabilities, 
noncurrent liabilities, and, when applicable, redeemable preferred 
stocks (see Sec. 210.5-02.27) and noncontrolling interests (for 
specialized industries in which classified balance sheets are normally 
not presented, information shall be provided as to the nature and amount 
of the majority components of assets and liabilities);
    (ii) Net sales or gross revenues, gross profit (or, alternatively, 
costs and expenses applicable to net sales or gross revenues), income or 
loss from continuing operations before extraordinary items and 
cumulative effect of a change in accounting principle, net income or 
loss, and net income or loss attributable to the entity (for specialized 
industries, other information may be substituted for sales and related 
costs and expenses if necessary for a more meaningful presentation); and
    (2) Summarized financial information for unconsolidated subsidiaries 
and 50 percent or less owned persons referred to in and required by 
Sec. 210.10-01(b) for

[[Page 249]]

interim periods shall include the information required by paragraph 
(aa)(1)(ii) of this section.

[37 FR 14593, July 21, 1972]

    Editorial Note: For Federal Register citations affecting Sec. 210.1-
02, see the List of CFR Sections Affected, which appears in the Finding 
Aids section of the printed volume and at www.fdsys.gov.

                Qualifications and Reports of Accountants

    Source: Sections 210.2-01 through 210.2-05 appear at 37 FR 14594, 
July 21, 1972, unless otherwise noted.



Sec. 210.2-01  Qualifications of accountants.

                    Preliminary Note to Sec. 210.2-01

    1. Section 210.2-01 is designed to ensure that auditors are 
qualified and independent of their audit clients both in fact and in 
appearance. Accordingly, the rule sets forth restrictions on financial, 
employment, and business relationships between an accountant and an 
audit client and restrictions on an accountant providing certain non-
audit services to an audit client.
    2. Section 210.2-01(b) sets forth the general standard of auditor 
independence. Paragraphs (c)(1) to (c)(5) reflect the application of the 
general standard to particular circumstances. The rule does not purport 
to, and the Commission could not, consider all circumstances that raise 
independence concerns, and these are subject to the general standard in 
Sec. 210.2-01(b). In considering this standard, the Commission looks in 
the first instance to whether a relationship or the provision of a 
service: creates a mutual or conflicting interest between the accountant 
and the audit client; places the accountant in the position of auditing 
his or her own work; results in the accountant acting as management or 
an employee of the audit client; or places the accountant in a position 
of being an advocate for the audit client.
    3. These factors are general guidance only and their application may 
depend on particular facts and circumstances. For that reason, 
Sec. 210.2-01 provides that, in determining whether an accountant is 
independent, the Commission will consider all relevant facts and 
circumstances. For the same reason, registrants and accountants are 
encouraged to consult with the Commission's Office of the Chief 
Accountant before entering into relationships, including relationships 
involving the provision of services, that are not explicitly described 
in the rule.

    (a) The Commission will not recognize any person as a certified 
public accountant who is not duly registered and in good standing as 
such under the laws of the place of his residence or principal office. 
The Commission will not recognize any person as a public accountant who 
is not in good standing and entitled to practice as such under the laws 
of the place of his residence or principal office.
    (b) The Commission will not recognize an accountant as independent, 
with respect to an audit client, if the accountant is not, or a 
reasonable investor with knowledge of all relevant facts and 
circumstances would conclude that the accountant is not, capable of 
exercising objective and impartial judgment on all issues encompassed 
within the accountant's engagement. In determining whether an accountant 
is independent, the Commission will consider all relevant circumstances, 
including all relationships between the accountant and the audit client, 
and not just those relating to reports filed with the Commission.
    (c) This paragraph sets forth a non-exclusive specification of 
circumstances inconsistent with paragraph (b) of this section.
    (1) Financial relationships. An accountant is not independent if, at 
any point during the audit and professional engagement period, the 
accountant has a direct financial interest or a material indirect 
financial interest in the accountant's audit client, such as:
    (i) Investments in audit clients. An accountant is not independent 
when:
    (A) The accounting firm, any covered person in the firm, or any of 
his or her immediate family members, has any direct investment in an 
audit client, such as stocks, bonds, notes, options, or other 
securities. The term direct investment includes an investment in an 
audit client through an intermediary if:
    (1) The accounting firm, covered person, or immediate family member, 
alone or together with other persons, supervises or participates in the 
intermediary's investment decisions or has control over the 
intermediary; or
    (2) The intermediary is not a diversified management investment 
company, as defined by section 5(b)(1) of the Investment Company Act of 
1940, 15

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U.S.C. 80a-5(b)(1), and has an investment in the audit client that 
amounts to 20% or more of the value of the intermediary's total 
investments.
    (B) Any partner, principal, shareholder, or professional employee of 
the accounting firm, any of his or her immediate family members, any 
close family member of a covered person in the firm, or any group of the 
above persons has filed a Schedule 13D or 13G (17 CFR 240.13d-101 or 
240.13d-102) with the Commission indicating beneficial ownership of more 
than five percent of an audit client's equity securities or controls an 
audit client, or a close family member of a partner, principal, or 
shareholder of the accounting firm controls an audit client.
    (C) The accounting firm, any covered person in the firm, or any of 
his or her immediate family members, serves as voting trustee of a 
trust, or executor of an estate, containing the securities of an audit 
client, unless the accounting firm, covered person in the firm, or 
immediate family member has no authority to make investment decisions 
for the trust or estate.
    (D) The accounting firm, any covered person in the firm, any of his 
or her immediate family members, or any group of the above persons has 
any material indirect investment in an audit client. For purposes of 
this paragraph, the term material indirect investment does not include 
ownership by any covered person in the firm, any of his or her immediate 
family members, or any group of the above persons of 5% or less of the 
outstanding shares of a diversified management investment company, as 
defined by section 5(b)(1) of the Investment Company Act of 1940, 15 
U.S.C. 80a-5(b)(1), that invests in an audit client.
    (E) The accounting firm, any covered person in the firm, or any of 
his or her immediate family members:
    (1) Has any direct or material indirect investment in an entity 
where:
    (i) An audit client has an investment in that entity that is 
material to the audit client and has the ability to exercise significant 
influence over that entity; or
    (ii) The entity has an investment in an audit client that is 
material to that entity and has the ability to exercise significant 
influence over that audit client;
    (2) Has any material investment in an entity over which an audit 
client has the ability to exercise significant influence; or
    (3) Has the ability to exercise significant influence over an entity 
that has the ability to exercise significant influence over an audit 
client.
    (ii) Other financial interests in audit client. An accountant is not 
independent when the accounting firm, any covered person in the firm, or 
any of his or her immediate family members has:
    (A) Loans/debtor-creditor relationship. Any loan (including any 
margin loan) to or from an audit client, or an audit client's officers, 
directors, or record or beneficial owners of more than ten percent of 
the audit client's equity securities, except for the following loans 
obtained from a financial institution under its normal lending 
procedures, terms, and requirements:
    (1) Automobile loans and leases collateralized by the automobile;
    (2) Loans fully collateralized by the cash surrender value of an 
insurance policy;
    (3) Loans fully collateralized by cash deposits at the same 
financial institution; and
    (4) A mortgage loan collateralized by the borrower's primary 
residence provided the loan was not obtained while the covered person in 
the firm was a covered person.
    (B) Savings and checking accounts. Any savings, checking, or similar 
account at a bank, savings and loan, or similar institution that is an 
audit client, if the account has a balance that exceeds the amount 
insured by the Federal Deposit Insurance Corporation or any similar 
insurer, except that an accounting firm account may have an uninsured 
balance provided that the likelihood of the bank, savings and loan, or 
similar institution experiencing financial difficulties is remote.
    (C) Broker-dealer accounts. Brokerage or similar accounts maintained 
with a broker-dealer that is an audit client, if:
    (1) Any such account includes any asset other than cash or 
securities

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(within the meaning of ``security'' provided in the Securities Investor 
Protection Act of 1970 (``SIPA'') (15 U.S.C. 78aaa et seq.));
    (2) The value of assets in the accounts exceeds the amount that is 
subject to a Securities Investor Protection Corporation advance, for 
those accounts, under Section 9 of SIPA (15 U.S.C. 78fff-3); or
    (3) With respect to non-U.S. accounts not subject to SIPA 
protection, the value of assets in the accounts exceeds the amount 
insured or protected by a program similar to SIPA.
    (D) Futures commission merchant accounts. Any futures, commodity, or 
similar account maintained with a futures commission merchant that is an 
audit client.
    (E) Credit cards. Any aggregate outstanding credit card balance owed 
to a lender that is an audit client that is not reduced to $10,000 or 
less on a current basis taking into consideration the payment due date 
and any available grace period.
    (F) Insurance products. Any individual policy issued by an insurer 
that is an audit client unless:
    (1) The policy was obtained at a time when the covered person in the 
firm was not a covered person in the firm; and
    (2) The likelihood of the insurer becoming insolvent is remote.
    (G) Investment companies. Any financial interest in an entity that 
is part of an investment company complex that includes an audit client.
    (iii) Exceptions. Notwithstanding paragraphs (c)(1)(i) and 
(c)(1)(ii) of this section, an accountant will not be deemed not 
independent if:
    (A) Inheritance and gift. Any person acquires an unsolicited 
financial interest, such as through an unsolicited gift or inheritance, 
that would cause an accountant to be not independent under paragraph 
(c)(1)(i) or (c)(1)(ii) of this section, and the financial interest is 
disposed of as soon as practicable, but no later than 30 days after the 
person has knowledge of and the right to dispose of the financial 
interest.
    (B) New audit engagement. Any person has a financial interest that 
would cause an accountant to be not independent under paragraph 
(c)(1)(i) or (c)(1)(ii) of this section, and:
    (1) The accountant did not audit the client's financial statements 
for the immediately preceding fiscal year; and
    (2) The accountant is independent under paragraph (c)(1)(i) and 
(c)(1)(ii) of this section before the earlier of:
    (i) Signing an initial engagement letter or other agreement to 
provide audit, review, or attest services to the audit client; or
    (ii) Commencing any audit, review, or attest procedures (including 
planning the audit of the client's financial statements).
    (C) Employee compensation and benefit plans. An immediate family 
member of a person who is a covered person in the firm only by virtue of 
paragraphs (f)(11)(iii) or (f)(11)(iv) of this section has a financial 
interest that would cause an accountant to be not independent under 
paragraph (c)(1)(i) or (c)(1)(ii) of this section, and the acquisition 
of the financial interest was an unavoidable consequence of 
participation in his or her employer's employee compensation or benefits 
program, provided that the financial interest, other than unexercised 
employee stock options, is disposed of as soon as practicable, but no 
later than 30 days after the person has the right to dispose of the 
financial interest.
    (iv) Audit clients' financial relationships. An accountant is not 
independent when:
    (A) Investments by the audit client in the accounting firm. An audit 
client has, or has agreed to acquire, any direct investment in the 
accounting firm, such as stocks, bonds, notes, options, or other 
securities, or the audit client's officers or directors are record or 
beneficial owners of more than 5% of the equity securities of the 
accounting firm.
    (B) Underwriting. An accounting firm engages an audit client to act 
as an underwriter, broker-dealer, market-maker, promoter, or analyst 
with respect to securities issued by the accounting firm.
    (2) Employment relationships. An accountant is not independent if, 
at any point during the audit and professional engagement period, the 
accountant has

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an employment relationship with an audit client, such as:
    (i) Employment at audit client of accountant. A current partner, 
principal, shareholder, or professional employee of the accounting firm 
is employed by the audit client or serves as a member of the board of 
directors or similar management or governing body of the audit client.
    (ii) Employment at audit client of certain relatives of accountant. 
A close family member of a covered person in the firm is in an 
accounting role or financial reporting oversight role at an audit 
client, or was in such a role during any period covered by an audit for 
which the covered person in the firm is a covered person.
    (iii) Employment at audit client of former employee of accounting 
firm. (A) A former partner, principal, shareholder, or professional 
employee of an accounting firm is in an accounting role or financial 
reporting oversight role at an audit client, unless the individual:
    (1) Does not influence the accounting firm's operations or financial 
policies;
    (2) Has no capital balances in the accounting firm; and
    (3) Has no financial arrangement with the accounting firm other than 
one providing for regular payment of a fixed dollar amount (which is not 
dependent on the revenues, profits, or earnings of the accounting firm):
    (i) Pursuant to a fully funded retirement plan, rabbi trust, or, in 
jurisdictions in which a rabbi trust does not exist, a similar vehicle; 
or
    (ii) In the case of a former professional employee who was not a 
partner, principal, or shareholder of the accounting firm and who has 
been disassociated from the accounting firm for more than five years, 
that is immaterial to the former professional employee; and
    (B) A former partner, principal, shareholder, or professional 
employee of an accounting firm is in a financial reporting oversight 
role at an issuer (as defined in section 10A(f) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78j-1(f)), except an issuer that is an 
investment company registered under section 8 of the Investment Company 
Act of 1940 (15 U.S.C. 80a-8), unless the individual:
    (1) Employed by the issuer was not a member of the audit engagement 
team of the issuer during the one year period preceding the date that 
audit procedures commenced for the fiscal period that included the date 
of initial employment of the audit engagement team member by the issuer;
    (2) For purposes of paragraph (c)(2)(iii)(B)(1) of this section, the 
following individuals are not considered to be members of the audit 
engagement team:
    (i) Persons, other than the lead partner and the concurring partner, 
who provided ten or fewer hours of audit, review, or attest services 
during the period covered by paragraph (c)(2)(iii)(B)(1) of this 
section;
    (ii) Individuals employed by the issuer as a result of a business 
combination between an issuer that is an audit client and the employing 
entity, provided employment was not in contemplation of the business 
combination and the audit committee of the successor issuer is aware of 
the prior employment relationship; and
    (iii) Individuals that are employed by the issuer due to an 
emergency or other unusual situation provided that the audit committee 
determines that the relationship is in the interest of investors;
    (3) For purposes of paragraph (c)(2)(iii)(B)(1) of this section, 
audit procedures are deemed to have commenced for a fiscal period the 
day following the filing of the issuer's periodic annual report with the 
Commission covering the previous fiscal period; or
    (C) A former partner, principal, shareholder, or professional 
employee of an accounting firm is in a financial reporting oversight 
role with respect to an investment company registered under section 8 of 
the Investment Company Act of 1940 (15 U.S.C. 80a-8), if:
    (1) The former partner, principal, shareholder, or professional 
employee of an accounting firm is employed in a financial reporting 
oversight role related to the operations and financial reporting of the 
registered investment company at an entity in the investment company 
complex, as defined in (f)(14) of this section, that includes the 
registered investment company; and

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    (2) The former partner, principal, shareholder, or professional 
employee of an accounting firm employed by the registered investment 
company or any entity in the investment company complex was a member of 
the audit engagement team of the registered investment company or any 
other registered investment company in the investment company complex 
during the one year period preceding the date that audit procedures 
commenced that included the date of initial employment of the audit 
engagement team member by the registered investment company or any 
entity in the investment company complex.
    (3) For purposes of paragraph (c)(2)(iii)(C)(2) of this section, the 
following individuals are not considered to be members of the audit 
engagement team:
    (i) Persons, other than the lead partner and concurring partner, who 
provided ten or fewer hours of audit, review or attest services during 
the period covered by paragraph (c)(2)(iii)(C)(2) of this section;
    (ii) Individuals employed by the registered investment company or 
any entity in the investment company complex as a result of a business 
combination between a registered investment company or any entity in the 
investment company complex that is an audit client and the employing 
entity, provided employment was not in contemplation of the business 
combination and the audit committee of the registered investment company 
is aware of the prior employment relationship; and
    (iii) Individuals that are employed by the registered investment 
company or any entity in the investment company complex due to an 
emergency or other unusual situation provided that the audit committee 
determines that the relationship is in the interest of investors.
    (4) For purposes of paragraph (c)(2)(iii)(C)(2) of this section, 
audit procedures are deemed to have commenced the day following the 
filing of the registered investment company's periodic annual report 
with the Commission.
    (iv) Employment at accounting firm of former employee of audit 
client. A former officer, director, or employee of an audit client 
becomes a partner, principal, shareholder, or professional employee of 
the accounting firm, unless the individual does not participate in, and 
is not in a position to influence, the audit of the financial statements 
of the audit client covering any period during which he or she was 
employed by or associated with that audit client.
    (3) Business relationships. An accountant is not independent if, at 
any point during the audit and professional engagement period, the 
accounting firm or any covered person in the firm has any direct or 
material indirect business relationship with an audit client, or with 
persons associated with the audit client in a decision-making capacity, 
such as an audit client's officers, directors, or substantial 
stockholders. The relationships described in this paragraph do not 
include a relationship in which the accounting firm or covered person in 
the firm provides professional services to an audit client or is a 
consumer in the ordinary course of business.
    (4) Non-audit services. An accountant is not independent if, at any 
point during the audit and professional engagement period, the 
accountant provides the following non-audit services to an audit client:
    (i) Bookkeeping or other services related to the accounting records 
or financial statements of the audit client. Any service, unless it is 
reasonable to conclude that the results of these services will not be 
subject to audit procedures during an audit of the audit client's 
financial statements, including:
    (A) Maintaining or preparing the audit client's accounting records;
    (B) Preparing the audit client's financial statements that are filed 
with the Commission or that form the basis of financial statements filed 
with the Commission; or
    (C) Preparing or originating source data underlying the audit 
client's financial statements.
    (ii) Financial information systems design and implementation. Any 
service, unless it is reasonable to conclude that the results of these 
services will not be subject to audit procedures during an audit of the 
audit client's financial statements, including:

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    (A) Directly or indirectly operating, or supervising the operation 
of, the audit client's information system or managing the audit client's 
local area network; or
    (B) Designing or implementing a hardware or software system that 
aggregates source data underlying the financial statements or generates 
information that is significant to the audit client's financial 
statements or other financial information systems taken as a whole.
    (iii) Appraisal or valuation services, fairness opinions, or 
contribution-in-kind reports. Any appraisal service, valuation service, 
or any service involving a fairness opinion or contribution-in-kind 
report for an audit client, unless it is reasonable to conclude that the 
results of these services will not be subject to audit procedures during 
an audit of the audit client's financial statements.
    (iv) Actuarial services. Any actuarially-oriented advisory service 
involving the determination of amounts recorded in the financial 
statements and related accounts for the audit client other than 
assisting a client in understanding the methods, models, assumptions, 
and inputs used in computing an amount, unless it is reasonable to 
conclude that the results of these services will not be subject to audit 
procedures during an audit of the audit client's financial statements.
    (v) Internal audit outsourcing services. Any internal audit service 
that has been outsourced by the audit client that relates to the audit 
client's internal accounting controls, financial systems, or financial 
statements, for an audit client unless it is reasonable to conclude that 
the results of these services will not be subject to audit procedures 
during an audit of the audit client's financial statements.
    (vi) Management functions. Acting, temporarily or permanently, as a 
director, officer, or employee of an audit client, or performing any 
decision-making, supervisory, or ongoing monitoring function for the 
audit client.
    (vii) Human resources. (A) Searching for or seeking out prospective 
candidates for managerial, executive, or director positions;
    (B) Engaging in psychological testing, or other formal testing or 
evaluation programs;
    (C) Undertaking reference checks of prospective candidates for an 
executive or director position;
    (D) Acting as a negotiator on the audit client's behalf, such as 
determining position, status or title, compensation, fringe benefits, or 
other conditions of employment; or
    (E) Recommending, or advising the audit client to hire, a specific 
candidate for a specific job (except that an accounting firm may, upon 
request by the audit client, interview candidates and advise the audit 
client on the candidate's competence for financial accounting, 
administrative, or control positions).
    (viii) Broker-dealer, investment adviser, or investment banking 
services. Acting as a broker-dealer (registered or unregistered), 
promoter, or underwriter, on behalf of an audit client, making 
investment decisions on behalf of the audit client or otherwise having 
discretionary authority over an audit client's investments, executing a 
transaction to buy or sell an audit client's investment, or having 
custody of assets of the audit client, such as taking temporary 
possession of securities purchased by the audit client.
    (ix) Legal services. Providing any service to an audit client that, 
under circumstances in which the service is provided, could be provided 
only by someone licensed, admitted, or otherwise qualified to practice 
law in the jurisdiction in which the service is provided.
    (x) Expert services unrelated to the audit. Providing an expert 
opinion or other expert service for an audit client, or an audit 
client's legal representative, for the purpose of advocating an audit 
client's interests in litigation or in a regulatory or administrative 
proceeding or investigation. In any litigation or regulatory or 
administrative proceeding or investigation, an accountant's independence 
shall not be deemed to be impaired if the accountant provides factual 
accounts, including in testimony, of work performed or explains the 
positions taken or conclusions reached during the performance

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of any service provided by the accountant for the audit client.
    (5) Contingent fees. An accountant is not independent if, at any 
point during the audit and professional engagement period, the 
accountant provides any service or product to an audit client for a 
contingent fee or a commission, or receives a contingent fee or 
commission from an audit client.
    (6) Partner rotation. (i) Except as provided in paragraph (c)(6)(ii) 
of this section, an accountant is not independent of an audit client 
when:
    (A) Any audit partner as defined in paragraph (f)(7)(ii) of this 
section performs:
    (1) The services of a lead partner, as defined in paragraph 
(f)(7)(ii)(A) of this section, or concurring partner, as defined in 
paragraph (f)(7)(ii)(B) of this section, for more than five consecutive 
years; or
    (2) One or more of the services defined in paragraphs (f)(7)(ii)(C) 
and (D) of this section for more than seven consecutive years;
    (B) Any audit partner:
    (1) Within the five consecutive year period following the 
performance of services for the maximum period permitted under paragraph 
(c)(6)(i)(A)(1) of this section, performs for that audit client the 
services of a lead partner, as defined in paragraph (f)(7)(ii)(A) of 
this section, or concurring partner, as defined in paragraph 
(f)(7)(ii)(B) of this section, or a combination of those services, or
    (2) Within the two consecutive year period following the performance 
of services for the maximum period permitted under paragraph 
(c)(6)(i)(A)(2) of this section, performs one or more of the services 
defined in paragraph (f)(7)(ii) of this section.
    (ii) Any accounting firm with less than five audit clients that are 
issuers (as defined in section 10A(f) of the Securities Exchange Act of 
1934 (15 U.S.C. 78j-1(f))) and less than ten partners shall be exempt 
from paragraph (c)(6)(i) of this section provided the Public Company 
Accounting Oversight Board conducts a review at least once every three 
years of each of the audit client engagements that would result in a 
lack of auditor independence under this paragraph.
    (iii) For purposes of paragraph (c)(6)(i) of this section, an audit 
client that is an investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8), does not include an 
affiliate of the audit client that is an entity in the same investment 
company complex, as defined in paragraph (f)(14) of this section, except 
for another registered investment company in the same investment company 
complex. For purposes of calculating consecutive years of service under 
paragraph (c)(6)(i) of this section with respect to investment companies 
in an investment company complex, audits of registered investment 
companies with different fiscal year-ends that are performed in a 
continuous 12-month period count as a single consecutive year.
    (7) Audit committee administration of the engagement. An accountant 
is not independent of an issuer (as defined in section 10A(f) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78j-1(f))), other than an 
issuer that is an Asset-Backed Issuer as defined in Sec. 229.1101 of 
this chapter, or an investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8), other than a unit 
investment trust as defined by section 4(2) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-4(2)), unless:
    (i) In accordance with Section 10A(i) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78j-1(i)) either:
    (A) Before the accountant is engaged by the issuer or its 
subsidiaries, or the registered investment company or its subsidiaries, 
to render audit or non-audit services, the engagement is approved by the 
issuer's or registered investment company's audit committee; or
    (B) The engagement to render the service is entered into pursuant to 
pre-approval policies and procedures established by the audit committee 
of the issuer or registered investment company, provided the policies 
and procedures are detailed as to the particular service and the audit 
committee is informed of each service and such policies and procedures 
do not include delegation of the audit committees responsibilities under 
the Securities Exchange Act of 1934 to management; or

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    (C) With respect to the provision of services other than audit, 
review or attest services the pre-approval requirement is waived if:
    (1) The aggregate amount of all such services provided constitutes 
no more than five percent of the total amount of revenues paid by the 
audit client to its accountant during the fiscal year in which the 
services are provided;
    (2) Such services were not recognized by the issuer or registered 
investment company at the time of the engagement to be non-audit 
services; and
    (3) Such services are promptly brought to the attention of the audit 
committee of the issuer or registered investment company and approved 
prior to the completion of the audit by the audit committee or by one or 
more members of the audit committee who are members of the board of 
directors to whom authority to grant such approvals has been delegated 
by the audit committee.
    (ii) A registered investment company's audit committee also must 
pre-approve its accountant's engagements for non-audit services with the 
registered investment company's investment adviser (not including a sub-
adviser whose role is primarily portfolio management and is sub-
contracted or overseen by another investment adviser) and any entity 
controlling, controlled by, or under common control with the investment 
adviser that provides ongoing services to the registered investment 
company in accordance with paragraph (c)(7)(i) of this section, if the 
engagement relates directly to the operations and financial reporting of 
the registered investment company, except that with respect to the 
waiver of the pre-approval requirement under paragraph (c)(7)(i)(C) of 
this section, the aggregate amount of all services provided constitutes 
no more than five percent of the total amount of revenues paid to the 
registered investment company's accountant by the registered investment 
company, its investment adviser and any entity controlling, controlled 
by, or under common control with the investment adviser that provides 
ongoing services to the registered investment company during the fiscal 
year in which the services are provided that would have to be pre-
approved by the registered investment company's audit committee pursuant 
to this section.
    (8) Compensation. An accountant is not independent of an audit 
client if, at any point during the audit and professional engagement 
period, any audit partner earns or receives compensation based on the 
audit partner procuring engagements with that audit client to provide 
any products or services other than audit, review or attest services. 
Any accounting firm with fewer than ten partners and fewer than five 
audit clients that are issuers (as defined in section 10A(f) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78j-1(f))) shall be exempt 
from the requirement stated in the previous sentence.
    (d) Quality controls. An accounting firm's independence will not be 
impaired solely because a covered person in the firm is not independent 
of an audit client provided:
    (1) The covered person did not know of the circumstances giving rise 
to the lack of independence;
    (2) The covered person's lack of independence was corrected as 
promptly as possible under the relevant circumstances after the covered 
person or accounting firm became aware of it; and
    (3) The accounting firm has a quality control system in place that 
provides reasonable assurance, taking into account the size and nature 
of the accounting firm's practice, that the accounting firm and its 
employees do not lack independence, and that covers at least all 
employees and associated entities of the accounting firm participating 
in the engagement, including employees and associated entities located 
outside of the United States.
    (4) For an accounting firm that annually provides audit, review, or 
attest services to more than 500 companies with a class of securities 
registered with the Commission under section 12 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l), a quality control system will not 
provide such reasonable assurance unless it has at least the following 
features:
    (i) Written independence policies and procedures;
    (ii) With respect to partners and managerial employees, an automated

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system to identify their investments in securities that might impair the 
accountant's independence;
    (iii) With respect to all professionals, a system that provides 
timely information about entities from which the accountant is required 
to maintain independence;
    (iv) An annual or on-going firm-wide training program about auditor 
independence;
    (v) An annual internal inspection and testing program to monitor 
adherence to independence requirements;
    (vi) Notification to all accounting firm members, officers, 
directors, and employees of the name and title of the member of senior 
management responsible for compliance with auditor independence 
requirements;
    (vii) Written policies and procedures requiring all partners and 
covered persons to report promptly to the accounting firm when they are 
engaged in employment negotiations with an audit client, and requiring 
the firm to remove immediately any such professional from that audit 
client's engagement and to review promptly all work the professional 
performed related to that audit client's engagement; and
    (viii) A disciplinary mechanism to ensure compliance with this 
section.
    (e)(1) Transition and grandfathering. Provided the following 
relationships did not impair the accountant's independence under pre-
existing requirements of the Commission, the Independence Standards, 
Board, or the accounting profession in the United States, the existence 
of the relationship on May 6, 2003 will not be deemed to impair an 
accountant's independence:
    (i) Employment relationships that commenced at the issuer prior to 
May 6, 2003 as described in paragraph (c)(2)(iii)(B) of this section.
    (ii) Compensation earned or received, as described in paragraph 
(c)(8) of this section during the fiscal year of the accounting firm 
that includes the effective date of this section.
    (iii) Until May 6, 2004, the provision of services described in 
paragraph (c)(4) of this section provided those services are pursuant to 
contracts in existence on May 6, 2003.
    (iv) The provision of services by the accountant under contracts in 
existence on May 6, 2003 that have not been pre-approved by the audit 
committee as described in paragraph (c)(7) of this section.
    (v) Until the first day of the issuer's fiscal year beginning after 
May 6, 2003 by a ``lead'' partner and other audit partner (other than 
the ``concurring'' partner) providing services in excess of those 
permitted under paragraph (c)(6) of this section. An accountant's 
independence will not be deemed to be impaired until the first day of 
the issuer's fiscal year beginning after May 6, 2004 by a ``concurring'' 
partner providing services in excess of those permitted under paragraph 
(c)(6) of this section. For the purposes of calculating periods of 
service under paragraph (c)(6) of this section:
    (A) For the ``lead'' and ``concurring'' partner, the period of 
service includes time served as the ``lead'' or ``concurring'' partner 
prior to May 6, 2003; and
    (B) For audit partners other than the ``lead'' partner or 
``concurring'' partner, and for audit partners in foreign firms, the 
period of service does not include time served on the audit engagement 
team prior to the first day of issuer's fiscal year beginning on or 
after May 6, 2003.
    (2) Settling financial arrangements with former professionals. To 
the extent not required by pre-existing requirements of the Commission, 
the Independence Standards Board, or the accounting profession in the 
United States, the requirement in paragraph (c)(2)(iii) of this section 
to settle financial arrangements with former professionals applies to 
situations that arise after the effective date of this section.
    (f) Definitions of terms. For purposes of this section:
    (1) Accountant, as used in paragraphs (b) through (e) of this 
section, means a registered public accounting firm, certified public 
accountant or public accountant performing services in connection with 
an engagement for which independence is required. References to the 
accountant include any accounting firm with which the certified public 
accountant or public accountant is affiliated.

[[Page 258]]

    (2) Accounting firm means an organization (whether it is a sole 
proprietorship, incorporated association, partnership, corporation, 
limited liability company, limited liability partnership, or other legal 
entity) that is engaged in the practice of public accounting and 
furnishes reports or other documents filed with the Commission or 
otherwise prepared under the securities laws, and all of the 
organization's departments, divisions, parents, subsidiaries, and 
associated entities, including those located outside of the United 
States. Accounting firm also includes the organization's pension, 
retirement, investment, or similar plans.
    (3)(i) Accounting role means a role in which a person is in a 
position to or does exercise more than minimal influence over the 
contents of the accounting records or anyone who prepares them.
    (ii) Financial reporting oversight role means a role in which a 
person is in a position to or does exercise influence over the contents 
of the financial statements or anyone who prepares them, such as when 
the person is a member of the board of directors or similar management 
or governing body, chief executive officer, president, chief financial 
officer, chief operating officer, general counsel, chief accounting 
officer, controller, director of internal audit, director of financial 
reporting, treasurer, or any equivalent position.
    (4) Affiliate of the audit client means:
    (i) An entity that has control over the audit client, or over which 
the audit client has control, or which is under common control with the 
audit client, including the audit client's parents and subsidiaries;
    (ii) An entity over which the audit client has significant 
influence, unless the entity is not material to the audit client;
    (iii) An entity that has significant influence over the audit 
client, unless the audit client is not material to the entity; and
    (iv) Each entity in the investment company complex when the audit 
client is an entity that is part of an investment company complex.
    (5) Audit and professional engagement period includes both:
    (i) The period covered by any financial statements being audited or 
reviewed (the ``audit period''); and
    (ii) The period of the engagement to audit or review the audit 
client's financial statements or to prepare a report filed with the 
Commission (the ``professional engagement period''):
    (A) The professional engagement period begins when the accountant 
either signs an initial engagement letter (or other agreement to review 
or audit a client's financial statements) or begins audit, review, or 
attest procedures, whichever is earlier; and
    (B) The professional engagement period ends when the audit client or 
the accountant notifies the Commission that the client is no longer that 
accountant's audit client.
    (iii) For audits of the financial statements of foreign private 
issuers, the ``audit and professional engagement period'' does not 
include periods ended prior to the first day of the last fiscal year 
before the foreign private issuer first filed, or was required to file, 
a registration statement or report with the Commission, provided there 
has been full compliance with home country independence standards in all 
prior periods covered by any registration statement or report filed with 
the Commission.
    (6) Audit client means the entity whose financial statements or 
other information is being audited, reviewed, or attested and any 
affiliates of the audit client, other than, for purposes of paragraph 
(c)(1)(i) of this section, entities that are affiliates of the audit 
client only by virtue of paragraph (f)(4)(ii) or (f)(4)(iii) of this 
section.
    (7)(i) Audit engagement team means all partners, principals, 
shareholders and professional employees participating in an audit, 
review, or attestation engagement of an audit client, including audit 
partners and all persons who consult with others on the audit engagement 
team during the audit, review, or attestation engagement regarding 
technical or industry-specific issues, transactions, or events.
    (ii) Audit partner means a partner or persons in an equivalent 
position, other than a partner who consults with others on the audit 
engagement team during the audit, review, or attestation

[[Page 259]]

engagement regarding technical or industry-specific issues, 
transactions, or events, who is a member of the audit engagement team 
who has responsibility for decision-making on significant auditing, 
accounting, and reporting matters that affect the financial statements, 
or who maintains regular contact with management and the audit committee 
and includes the following:
    (A) The lead or coordinating audit partner having primary 
responsibility for the audit or review (the ``lead partner'');
    (B) The partner performing a second level of review to provide 
additional assurance that the financial statements subject to the audit 
or review are in conformity with generally accepted accounting 
principles and the audit or review and any associated report are in 
accordance with generally accepted auditing standards and rules 
promulgated by the Commission or the Public Company Accounting Oversight 
Board (the ``concurring or reviewing partner'');
    (C) Other audit engagement team partners who provide more than ten 
hours of audit, review, or attest services in connection with the annual 
or interim consolidated financial statements of the issuer or an 
investment company registered under section 8 of the Investment Company 
Act of 1940 (15 U.S.C. 80a-8); and
    (D) Other audit engagement team partners who serve as the ``lead 
partner'' in connection with any audit or review related to the annual 
or interim financial statements of a subsidiary of the issuer whose 
assets or revenues constitute 20% or more of the assets or revenues of 
the issuer's respective consolidated assets or revenues.
    (8) Chain of command means all persons who:
    (i) Supervise or have direct management responsibility for the 
audit, including at all successively senior levels through the 
accounting firm's chief executive;
    (ii) Evaluate the performance or recommend the compensation of the 
audit engagement partner; or
    (iii) Provide quality control or other oversight of the audit.
    (9) Close family members means a person's spouse, spousal 
equivalent, parent, dependent, nondependent child, and sibling.
    (10) Contingent fee means, except as stated in the next sentence, 
any fee established for the sale of a product or the performance of any 
service pursuant to an arrangement in which no fee will be charged 
unless a specified finding or result is attained, or in which the amount 
of the fee is otherwise dependent upon the finding or result of such 
product or service. Solely for the purposes of this section, a fee is 
not a ``contingent fee'' if it is fixed by courts or other public 
authorities, or, in tax matters, if determined based on the results of 
judicial proceedings or the findings of governmental agencies. Fees may 
vary depending, for example, on the complexity of services rendered.
    (11) Covered persons in the firm means the following partners, 
principals, shareholders, and employees of an accounting firm:
    (i) The ``audit engagement team'';
    (ii) The ``chain of command'';
    (iii) Any other partner, principal, shareholder, or managerial 
employee of the accounting firm who has provided ten or more hours of 
non-audit services to the audit client for the period beginning on the 
date such services are provided and ending on the date the accounting 
firm signs the report on the financial statements for the fiscal year 
during which those services are provided, or who expects to provide ten 
or more hours of non-audit services to the audit client on a recurring 
basis; and
    (iv) Any other partner, principal, or shareholder from an ``office'' 
of the accounting firm in which the lead audit engagement partner 
primarily practices in connection with the audit.
    (12) Group means two or more persons who act together for the 
purposes of acquiring, holding, voting, or disposing of securities of a 
registrant.
    (13) Immediate family members means a person's spouse, spousal 
equivalent, and dependents.
    (14) Investment company complex. (i) ``Investment company complex'' 
includes:
    (A) An investment company and its investment adviser or sponsor;

[[Page 260]]

    (B) Any entity controlled by or controlling an investment adviser or 
sponsor in paragraph (f)(14)(i)(A) of this section, or any entity under 
common control with an investment adviser or sponsor in paragraph 
(f)(14)(i)(A) of this section if the entity:
    (1) Is an investment adviser or sponsor; or
    (2) Is engaged in the business of providing administrative, 
custodian, underwriting, or transfer agent services to any investment 
company, investment adviser, or sponsor; and
    (C) Any investment company or entity that would be an investment 
company but for the exclusions provided by section 3(c) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-3(c)) that has an 
investment adviser or sponsor included in this definition by either 
paragraph (f)(14)(i)(A) or (f)(14)(i)(B) of this section.
    (ii) An investment adviser, for purposes of this definition, does 
not include a sub-adviser whose role is primarily portfolio management 
and is subcontracted with or overseen by another investment adviser.
    (iii) Sponsor, for purposes of this definition, is an entity that 
establishes a unit investment trust.
    (15) Office means a distinct sub-group within an accounting firm, 
whether distinguished along geographic or practice lines.
    (16) Rabbi trust means an irrevocable trust whose assets are not 
accessible to the accounting firm until all benefit obligations have 
been met, but are subject to the claims of creditors in bankruptcy or 
insolvency.
    (17) Audit committee means a committee (or equivalent body) as 
defined in section 3(a)(58) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)(58)).

[37 FR 14594, July 21, 1972, as amended at 48 FR 9521, Mar. 7, 1983; 65 
FR 76082, Dec. 5, 2000; 68 FR 6044, Feb. 5, 2003; 70 FR 1593, Jan. 7, 
2005]



Sec. 210.2-02  Accountants' reports and attestation reports.

    (a) Technical requirements for accountants' reports. The 
accountant's report:
    (1) Shall be dated;
    (2) Shall be signed manually;
    (3) Shall indicate the city and State where issued; and
    (4) Shall identify without detailed enumeration the financial 
statements covered by the report.
    (b) Representations as to the audit included in accountants' 
reports. The accountant's report:
    (1) Shall state whether the audit was made in accordance with 
generally accepted auditing standards; and
    (2) Shall designate any auditing procedures deemed necessary by the 
accountant under the circumstances of the particular case, which have 
been omitted, and the reasons for their omission. Nothing in this rule 
shall be construed to imply authority for the omission of any procedure 
which independent accountants would ordinarily employ in the course of 
an audit made for the purpose of expressing the opinions required by 
paragraph (c) of this section.
    (c) Opinions to be expressed in accountants' reports. The 
accountant's report shall state clearly:
    (1) The opinion of the accountant in respect of the financial 
statements covered by the report and the accounting principles and 
practices reflected therein; and
    (2) the opinion of the accountant as to the consistency of the 
application of the accounting principles, or as to any changes in such 
principles which have a material effect on the financial statements.
    (d) Exceptions identified in accountants' reports. Any matters to 
which the accountant takes exception shall be clearly identified, the 
exception thereto specifically and clearly stated, and, to the extent 
practicable, the effect of each such exception on the related financial 
statements given. (See section 101 of the Codification of Financial 
Reporting Policies.)
    (e) Paragraph (e) of this section applies only to registrants that 
are providing financial statements in a filing for a period with respect 
to which Arthur Andersen LLP or a foreign affiliate of Arthur Andersen 
LLP (``Andersen'') issued an accountants' report. Notwithstanding any 
other Commission rule or regulation, a registrant that cannot obtain an 
accountants' report that meets the technical requirements of paragraph 
(a) of this section after reasonable efforts may include in

[[Page 261]]

the document a copy of the latest signed and dated accountants' report 
issued by Andersen for such period in satisfaction of that requirement, 
if prominent disclosure that the report is a copy of the previously 
issued Andersen accountants' report and that the report has not been 
reissued by Andersen is set forth on such copy.
    (f) Attestation report on internal control over financial reporting. 
(1) Every registered public accounting firm that issues or prepares an 
accountant's report for a registrant, other than a registrant that is 
neither an accelerated filer nor a large accelerated filer (as defined 
in Sec. 240.12b-2 of this chapter), or is an emerging growth company, as 
defined in Rule 405 of the Securities Act (Sec. 230.405 of this chapter) 
or Rule 12b-2 of the Exchange Act (Sec. 240.12b-2 of this chapter), or 
an investment company registered under Section 8 of the Investment 
Company Act of 1940 (15 U.S.C. 80a-8), that is included in an annual 
report required by section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78a et seq.) containing an assessment by management 
of the effectiveness of the registrant's internal control over financial 
reporting must include an attestation report on internal control over 
financial reporting.
    (2) If an attestation report on internal control over financial 
reporting is included in an annual report required by section 13(a) or 
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), it 
shall clearly state the opinion of the accountant, either unqualified or 
adverse, as to whether the registrant maintained, in all material 
respects, effective internal control over financial reporting, except in 
the rare circumstance of a scope limitation that cannot be overcome by 
the registrant or the registered public accounting firm which would 
result in the accounting firm disclaiming an opinion. The attestation 
report on internal control over financial reporting shall be dated, 
signed manually, identify the period covered by the report and indicate 
that the accountant has audited the effectiveness of internal control 
over financial reporting. The attestation report on internal control 
over financial reporting may be separate from the accountant's report.
    (g) Attestation report on assessment of compliance with servicing 
criteria for asset-backed securities. The attestation report on 
assessment of compliance with servicing criteria for asset-backed 
securities, as required by Sec. 240.13a-18(c) or Sec. 240.15d-18(c) of 
this chapter, shall be dated, signed manually, identify the period 
covered by the report and clearly state the opinion of the registered 
public accounting firm as to whether the asserting party's assessment of 
compliance with the servicing criteria is fairly stated in all material 
respects, or must include an opinion to the effect that an overall 
opinion cannot be expressed. If an overall opinion cannot be expressed, 
explain why.

[37 FR 14594, July 21, 1972, as amended at 41 FR 35479, Aug. 23, 1976; 
45 FR 63668, Sept. 25, 1980; 50 FR 25215, June 18, 1985; 67 FR 13533, 
Mar. 22, 2002; 68 FR 36660, June 18, 2003; 70 FR 1593, Jan. 7, 2005; 72 
FR 35321, June 27, 2007; 75 FR 57387, Sept. 21, 2010; 82 FR 17551, Apr. 
12, 2017]



Sec. 210.2-03  Examination of financial statements by foreign government
auditors.

    Notwithstanding any requirements as to examination by independent 
accountants, the financial statements of any foreign governmental agency 
may be examined by the regular and customary auditing staff of the 
respective government if public financial statements of such 
governmental agency are customarily examined by such auditing staff.



Sec. 210.2-04  Examination of financial statements of persons other
than the registrant.

    If a registrant is required to file financial statements of any 
other person, such statements need not be examined if examination of 
such statements would not be required if such person were itself a 
registrant.



Sec. 210.2-05  Examination of financial statements by more than
one accountant.

    If, with respect to the examination of the financial statements, 
part of the examination is made by an independent accountant other than 
the principal accountant and the principal accountant elects to place 
reliance on the work of

[[Page 262]]

the other accountant and makes reference to that effect in his report, 
the separate report of the other accountant shall be filed. However, 
notwithstanding the provisions of this section, reports of other 
accountants which may otherwise be required in filings need not be 
presented in annual reports to security holders furnished pursuant to 
the proxy and information statement rules under the Securities Exchange 
Act of 1934 [Secs. 240.14a-3 and 240.14c-3].

[46 FR 40872, Aug. 13, 1981]



Sec. 210.2-06  Retention of audit and review records.

    (a) For a period of seven years after an accountant concludes an 
audit or review of an issuer's financial statements to which section 
10A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78j-1(a)) 
applies, or of the financial statements of any investment company 
registered under section 8 of the Investment Company Act of 1940 (15 
U.S.C. 80a-8), the accountant shall retain records relevant to the audit 
or review, including workpapers and other documents that form the basis 
of the audit or review, and memoranda, correspondence, communications, 
other documents, and records (including electronic records), which:
    (1) Are created, sent or received in connection with the audit or 
review, and
    (2) Contain conclusions, opinions, analyses, or financial data 
related to the audit or review.
    (b) For the purposes of paragraph (a) of this section, workpapers 
means documentation of auditing or review procedures applied, evidence 
obtained, and conclusions reached by the accountant in the audit or 
review engagement, as required by standards established or adopted by 
the Commission or by the Public Company Accounting Oversight Board.
    (c) Memoranda, correspondence, communications, other documents, and 
records (including electronic records) described in paragraph (a) of 
this section shall be retained whether they support the auditor's final 
conclusions regarding the audit or review, or contain information or 
data, relating to a significant matter, that is inconsistent with the 
auditor's final conclusions regarding that matter or the audit or 
review. Significance of a matter shall be determined based on an 
objective analysis of the facts and circumstances. Such documents and 
records include, but are not limited to, those documenting a 
consultation on or resolution of differences in professional judgment.
    (d) For the purposes of paragraph (a) of this section, the term 
issuer means an issuer as defined in section 10A(f) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78j-1(f)).

[68 FR 4872, Jan. 30, 2003]



Sec. 210.2-07  Communication with audit committees.

    (a) Each registered public accounting firm that performs for an 
audit client that is an issuer (as defined in section 10A(f) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78j-1(f))), other than an 
issuer that is an Asset-Backed Issuer as defined in Sec. 229.1101 of 
this chapter, or an investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8), other than a unit 
investment trust as defined by section 4(2) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-4(2)), any audit required under the 
securities laws shall report, prior to the filing of such audit report 
with the Commission (or in the case of a registered investment company, 
annually, and if the annual communication is not within 90 days prior to 
the filing, provide an update, in the 90 day period prior to the filing, 
of any changes to the previously reported information), to the audit 
committee of the issuer or registered investment company:
    (1) All critical accounting policies and practices to be used;
    (2) All alternative treatments within Generally Accepted Accounting 
Principles for policies and practices related to material items that 
have been discussed with management of the issuer or registered 
investment company, including:
    (i) Ramifications of the use of such alternative disclosures and 
treatments; and
    (ii) The treatment preferred by the registered public accounting 
firm;

[[Page 263]]

    (3) Other material written communications between the registered 
public accounting firm and the management of the issuer or registered 
investment company, such as any management letter or schedule of 
unadjusted differences;
    (4) If the audit client is an investment company, all non-audit 
services provided to any entity in an investment company complex, as 
defined in Sec. 210.2-01 (f)(14), that were not pre-approved by the 
registered investment company's audit committee pursuant to Sec. 210.2-
01 (c)(7).
    (b) [Reserved]

[68 FR 6048, Feb. 5, 2003, as amended at 70 FR 1593, Jan. 7, 2005]

             General Instructions as to Financial Statements

    Source: Sections 210.3-01 through 210.3-16 appear at 45 FR 63687, 
Sept. 25, 1980, unless otherwise noted.
    Note: These instructions specify the balance sheets and statements 
of income and cash flows to be included in disclosure documents prepared 
in accordance with Regulation S-X. Other portions of Regulation S-X 
govern the examination, form and content of such financial statements, 
including the basis of consolidation and the schedules to be filed. The 
financial statements described below shall be audited unless otherwise 
indicated.
    For filings under the Securities Act of 1933, attention is directed 
to Sec. 230.411(b) regarding incorporation by reference to financial 
statements and to section 10(a)(3) of the Act regarding information 
required in the prospectus.
    For filings under the Securities Exchange Act of 1934, attention is 
directed to Sec. 240.12b-23 regarding incorporation by reference and 
Sec. 240.12b-36 regarding use of financial statements filed under other 
acts.

[45 FR 63687, Sept. 25, 1980, as amended at 57 FR 45292, Oct. 1, 1992]



Sec. 210.3-01  Consolidated balance sheets.

    (a) There shall be filed, for the registrant and its subsidiaries 
consolidated, audited balance sheets as of the end of each of the two 
most recent fiscal years. If the registrant has been in existence for 
less than one fiscal year, there shall be filed an audited balance sheet 
as of a date within 135 days of the date of filing the registration 
statement.
    (b) If the filing, other than a filing on Form 10-K or Form 10, is 
made within 45 days after the end of the registrant's fiscal year and 
audited financial statements for the most recent fiscal year are not 
available, the balance sheets may be as of the end of the two preceding 
fiscal years and the filing shall include an additional balance sheet as 
of an interim date at least as current as the end of the registrant's 
third fiscal quarter of the most recently completed fiscal year.
    (c) The instruction in paragraph (b) of this section is also 
applicable to filings, other than on Form 10-K or Form 10, made after 45 
days but within the number of days of the end of the registrant's fiscal 
year specified in paragraph (i) of this section: Provided, that the 
following conditions are met:
    (1) The registrant files annual, quarterly and other reports 
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 
and all reports due have been filed;
    (2) For the most recent fiscal year for which audited financial 
statements are not yet available the registrant reasonably and in good 
faith expects to report income attributable to the registrant, after 
taxes but before extraordinary items and cumulative effect of a change 
in accounting principle; and
    (3) For at least one of the two fiscal years immediately preceding 
the most recent fiscal year the registrant reported income attributable 
to the registrant, after taxes but before extraordinary items and 
cumulative effect of a change in accounting principle.
    (d) For filings made after 45 days but within the number of days of 
the end of the registrant's fiscal year specified in paragraph (i) of 
this section where the conditions set forth in paragraph (c) of this 
section are not met, the filing must include the audited balance sheets 
required by paragraph (a) of this section.
    (e) For filings made after the number of days specified in paragraph 
(i)(2) of this section, the filing shall also include a balance sheet as 
of an interim date within the following number of days of the date of 
filing:
    (1) 130 days for large accelerated filers and accelerated filers (as 
defined in Sec. 240.12b-2 of this chapter); and

[[Page 264]]

    (2) 135 days for all other registrants.
    (f) Any interim balance sheet provided in accordance with the 
requirements of this section may be unaudited and need not be presented 
in greater detail than is required by Sec. 210.10-01. Notwithstanding 
the requirements of this section, the most recent interim balance sheet 
included in a filing shall be at least as current as the most recent 
balance sheet filed with the Commission on Form 10-Q.
    (g) For filings by registered management investment companies, the 
requirements of Sec. 210.3-18 shall apply in lieu of the requirements of 
this section.
    (h) Any foreign private issuer, other than a registered management 
investment company or an employee plan, may file the financial 
statements required by Item 8.A of Form 20-F (Sec. 249.220 of this 
chapter) in lieu of the financial statements specified in this rule.
    (i)(1) For purposes of paragraphs (c) and (d) of this section, the 
number of days shall be:
    (i) 60 days (75 days for fiscal years ending before December 15, 
2006) for large accelerated filers (as defined in Sec. 240.12b-2 of this 
chapter);
    (ii) 75 days for accelerated filers (as defined in Sec. 240.12b-2 of 
this chapter); and
    (iii) 90 days for all other registrants.
    (2) For purposes of paragraph (e) of this section, the number of 
days shall be:
    (i) 129 days subsequent to the end of the registrant's most recent 
fiscal year for large accelerated filers and accelerated filers (as 
defined in Sec. 240.12b-2 of this chapter); and
    (ii) 134 days subsequent to the end of the registrant's most recent 
fiscal year for all other registrants.

[45 FR 63687, Sept. 25, 1980, as amended at 46 FR 12491, Feb. 17, 1981; 
46 FR 36124, July 14, 1981; 50 FR 49531, Dec. 3, 1985; 56 FR 30053, July 
1, 1991; 64 FR 53908, Oct. 5, 1999; 67 FR 58503, Sept. 16, 2002; 68 FR 
17880, Apr. 14, 2003; 69 FR 68235, Nov. 23, 2004; 70 FR 76640, Dec. 27, 
2005; 73 FR 952, Jan. 4, 2008; 74 FR 18614, Apr. 23, 2009]



Sec. 210.3-02  Consolidated statements of income and changes in 
financial positions.

    (a) There shall be filed, for the registrant and its subsidiaries 
consolidated and for its predecessors, audited statements of income and 
cash flows for each of the three fiscal years preceding the date of the 
most recent audited balance sheet being filed or such shorter period as 
the registrant (including predecessors) has been in existence. A 
registrant that is an emerging growth company, as defined in Rule 405 of 
the Securities Act (Sec. 230.405 of this chapter) or Rule 12b-2 of the 
Exchange Act (Sec. 240.12b-2 of this chapter), may, in a Securities Act 
registration statement for the initial public offering of the emerging 
growth company's equity securities, provide audited statements of income 
and cash flows for each of the two fiscal years preceding the date of 
the most recent audited balance sheet (or such shorter period as the 
registrant has been in existence).
    (b) In addition, for any interim period between the latest audited 
balance sheet and the date of the most recent interim balance sheet 
being filed, and for the corresponding period of the preceding fiscal 
year, statements of income and cash flows shall be provided. Such 
interim financial statements may be unaudited and need not be presented 
in greater detail than is required by Sec. 210.10-01.
    (c) For filings by registered management investment companies, the 
requirements of Sec. 210.3-18 shall apply in lieu of the requirements of 
this section.
    (d) Any foreign private issuer, other than a registered management 
investment company or an employee plan, may file the financial 
statements required by Item 8.A of Form 20-F (Sec. 249.220 of this 
chapter) in lieu of the financial statements specified in this rule.

[45 FR 63687, Sept. 25, 1980, as amended at 46 FR 12491, Feb. 17, 1981; 
46 FR 36125, July 14, 1981; 50 FR 49531, Dec. 3, 1985; 56 FR 30053, July 
1, 1991; 57 FR 45292, Oct. 1, 1992; 64 FR 53908, Oct. 5, 1999; 82 FR 
17551, Apr. 12, 2017]



Sec. 210.3-03  Instructions to income statement requirements.

    (a) The statements required shall be prepared in compliance with the 
applicable requirements of this regulation.
    (b) If the registrant is engaged primarily (1) in the generation, 
transmission or distribution of electricity, the manufacture, mixing, 
transmission

[[Page 265]]

or distribution of gas, the supplying or distribution of water, or the 
furnishing of telephone or telegraph service; or (2) in holding 
securities of companies engaged in such businesses, it may at its option 
include statements of income and cash flows (which may be unaudited) for 
the twelve-month period ending on the date of the most recent balance 
sheet being filed, in lieu of the statements of income and cash flows 
for the interim periods specified.
    (c) If a period or periods reported on include operations of a 
business prior to the date of acquisition, or for other reasons differ 
from reports previously issued for any period, the statements shall be 
reconciled as to sales or revenues and net income in the statement or in 
a note thereto with the amounts previously reported: Provided, however, 
That such reconciliations need not be made (1) if they have been made in 
filings with the Commission in prior years or (2) the financial 
statements which are being retroactively adjusted have not previously 
been filed with the Commission or otherwise made public.
    (d) Any unaudited interim financial statements furnished shall 
reflect all adjustments which are, in the opinion of management, 
necessary to a fair statement of the results for the interim periods 
presented. A statement to that effect shall be included. Such 
adjustments shall include, for example, appropriate estimated provisions 
for bonus and profit sharing arrangements normally determined or settled 
at year-end. If all such adjustments are of a normal recurring nature, a 
statement to that effect shall be made; otherwise, there shall be 
furnished information describing in appropriate detail the nature and 
amount of any adjustments other than normal recurring adjustments 
entering into the determination of the results shown.
    (e) Disclosures regarding segments required by generally accepted 
accounting principles shall be provided for each year for which an 
audited statement of income is provided. To the extent that the segment 
information presented pursuant to this instruction complies with the 
provisions of Item 101 of Regulation S-K, the disclosures may be 
combined by cross referencing to or from the financial statements.

[45 FR 63687, Sept. 25, 1980. Redesignated at 47 FR 29836, July 9, 1982, 
and amended at 50 FR 25215, June 18, 1985; 50 FR 49532, Dec. 3, 1985; 57 
FR 45292, Oct. 1, 1992; 64 FR 1734, Jan. 12, 1999]



Sec. 210.3-04  Changes in stockholders' equity and noncontrolling 
interests.

    An analysis of the changes in each caption of stockholders' equity 
and noncontrolling interests presented in the balance sheets shall be 
given in a note or separate statement. This analysis shall be presented 
in the form of a reconciliation of the beginning balance to the ending 
balance for each period for which an income statement is required to be 
filed with all significant reconciling items described by appropriate 
captions with contributions from and distribution to owners shown 
separately. Also, state-separately the adjustments to the balance at the 
beginning of the earliest period presented for items which were 
retroactively applied to periods prior to that period. With respect to 
any dividends, state the amount per share and in the aggregate for each 
class of shares. Provide a separate schedule in the notes to the 
financial statements that shows the effects of any changes in the 
registrant's ownership interest in a subsidiary on the equity 
attributable to the registrant.

[74 FR 18614, Apr. 23, 2009]



Sec. 210.3-05  Financial statements of businesses acquired or to be
acquired.

    (a) Financial statements required. (1) Financial statements prepared 
and audited in accordance with this regulation should be furnished for 
the periods specified in paragraph (b) below if any of the following 
conditions exist:
    (i) A business combination has occurred or is probable (for purposes 
of this section, this encompasses the acquisition of an interest in a 
business accounted for by the equity method); or
    (ii) Consummation of a combination between entities under common 
control is probable.
    (2) For purposes of determining whether the provisions of this rule

[[Page 266]]

apply, the determination of whether a business has been acquired should 
be made in accordance with the guidance set forth in Sec. 210.11-01(d).
    (3) Acquisitions of a group of related businesses that are probable 
or that have occurred subsequent to the latest fiscal year-end for which 
audited financial statements of the registrant have been filed shall be 
treated under this section as if they are a single business combination. 
The required financial statements of related businesses may be presented 
on a combined basis for any periods they are under common control or 
management. For purposes of this section, businesses shall be deemed to 
be related if:
    (i) They are under common control or management;
    (ii) The acquisition of one business is conditional on the 
acquisition of each other business; or
    (iii) Each acquisition is conditioned on a single common event.
    (4) This rule shall not apply to a business which is totally held by 
the registrant prior to consummation of the transaction.
    (b) Periods to be presented. (1) If securities are being registered 
to be offered to the security holders of the business to be acquired, 
the financial statements specified in Secs. 210.3-01 and 210.3-02 shall 
be furnished for the business to be acquired, except as provided 
otherwise for filings on Form N-14, S-4 or F-4 (Sec. 239.23, Sec. 239.25 
or Sec. 239.34 of this chapter). The financial statements covering 
fiscal years shall be audited except as provided in Item 14 of Schedule 
14A (Sec. 240.14a-101 of this chapter) with respect to certain proxy 
statements or in registration statements filed on Forms N-14, S-4 or F-4 
(Sec. 239.23, Sec. 239.25 or Sec. 239.34 of this chapter).
    (2) In all cases not specified in paragraph (b)(1) of this section, 
financial statements of the business acquired or to be acquired shall be 
filed for the periods specified in this paragraph (b)(2) or such shorter 
period as the business has been in existence. The periods for which such 
financial statements are to be filed shall be determined using the 
conditions specified in the definition of significant subsidiary in 
Sec. 210.1-02(w) as follows:
    (i) If none of the conditions exceeds 20 percent, financial 
statements are not required. However, if the aggregate impact of the 
individually insignificant businesses acquired since the date of the 
most recent audited balance sheet filed for the registrant exceeds 50%, 
financial statements covering at least the substantial majority of the 
businesses acquired shall be furnished. Such financial statements shall 
be for at least the most recent fiscal year and any interim periods 
specified in Secs. 210.3-01 and 210.3-02.
    (ii) If any of the conditions exceeds 20 percent, but none exceed 40 
percent, financial statements shall be furnished for at least the most 
recent fiscal year and any interim periods specified in Secs. 210.3-01 
and 210.3-02.
    (iii) If any of the conditions exceeds 40 percent, but none exceed 
50 percent, financial statements shall be furnished for at least the two 
most recent fiscal years and any interim periods specified in 
Secs. 210.3-01 and 210.3-02.
    (iv) If any of the conditions exceed 50 percent, the full financial 
statements specified in Secs. 210.3-01 and 210.3-02 shall be furnished. 
However, financial statements for the earliest of the three fiscal years 
required may be omitted if net revenues reported by the acquired 
business in its most recent fiscal year are less than $50 million.
    (3) The determination shall be made by comparing the most recent 
annual financial statements of each such business, or group of related 
businesses on a combined basis, to the registrant's most recent annual 
consolidated financial statements filed at or prior to the date of 
acquisition. However, if the registrant made a significant acquisition 
subsequent to the latest fiscal year-end and filed a report on Form 8-K 
(Sec. 249.308 of this chapter) which included audited financial 
statements of such acquired business for the periods required by this 
section and the pro forma financial information required by Sec. 210.11, 
such determination may be made by using pro forma amounts for the latest 
fiscal year in the report on Form 8-K (Sec. 249.308 of this chapter) 
rather than by using the historical amounts of the registrant. The tests 
may not be made by ``annualizing'' data.

[[Page 267]]

    (4) Financial statements required for the periods specified in 
paragraph (b)(2) of this section may be omitted to the extent specified 
as follows:
    (i) Registration statements not subject to the provisions of 
Sec. 230.419 of this chapter (Regulation C) and proxy statements need 
not include separate financial statements of the acquired or to be 
acquired business if it does not exceed any of the conditions of 
significance in the definition of significant subsidiary in Sec. 210.1-
02 at the 50 percent level, and either:
    (A) The consummation of the acquisition has not yet occurred; or
    (B) The date of the final prospectus or prospectus supplement 
relating to an offering as filed with the Commission pursuant to 
Sec. 230.424(b) of this chapter, or mailing date in the case of a proxy 
statement, is no more than 74 days after consummation of the business 
combination, and the financial statements have not previously been filed 
by the registrant.
    (ii) An issuer, other than a foreign private issuer required to file 
reports on Form 6-K, that omits from its initial registration statement 
financial statements of a recently consummated business combination 
pursuant to paragraph (b)(4)(i) of this section shall furnish those 
financial statements and any pro forma information specified by Article 
11 of this chapter under cover of Form 8-K (Sec. 249.308 of this 
chapter) no later than 75 days after consummation of the acquisition.
    (iii) Separate financial statements of the acquired business need 
not be presented once the operating results of the acquired business 
have been reflected in the audited consolidated financial statements of 
the registrant for a complete fiscal year unless such financial 
statements have not been previously filed or unless the acquired 
business is of such significance to the registrant that omission of such 
financial statements would materially impair an investor's ability to 
understand the historical financial results of the registrant. For 
example, if, at the date of acquisition, the acquired business met at 
least one of the conditions in the definition of significant subsidiary 
in Sec. 210.1-02 at the 80 percent level, the income statements of the 
acquired business should normally continue to be furnished for such 
periods prior to the purchase as may be necessary when added to the time 
for which audited income statements after the purchase are filed to 
cover the equivalent of the period specified in Sec. 210.3-02.
    (iv) A separate audited balance sheet of the acquired business is 
not required when the registrant's most recent audited balance sheet 
required by Sec. 210.3-01 is for a date after the date the acquisition 
was consummated.
    (c) Financial statements of foreign business. If the business 
acquired or to be acquired is a foreign business, financial statements 
of the business meeting the requirements of Item 17 of Form 20-F 
(Sec. 249.220f of this chapter) will satisfy this section.

[47 FR 29836, July 9, 1982, as amended at 50 FR 49532, Dec. 3, 1985; 51 
FR 42056, Nov. 20, 1986; 59 FR 65636, Dec. 20, 1994; 61 FR 54514, Oct. 
18, 1996; 73 FR 952, Jan. 4, 2008; 74 FR 18614, Apr. 23, 2009]



Sec. 210.3-06  Financial statements covering a period of nine to 
twelve months.

    Except with respect to registered investment companies, the filing 
of financial statements covering a period of 9 to 12 months shall be 
deemed to satisfy a requirement for filing financial statements for a 
period of 1 year where:
    (a) The issuer has changed its fiscal year;
    (b) The issuer has made a significant business acquisition for which 
financial statements are required under Sec. 210.3-05 of this chapter 
and the financial statements covering the interim period pertain to the 
business being acquired; or
    (c) The Commission so permits pursuant to Sec. 210.3-13 of this 
chapter.
    Where there is a requirement for filing financial statements for a 
time period exceeding one year but not exceeding three consecutive years 
(with not more than 12 months included in any period reported upon), the 
filing of financial statements covering a period of nine to 12 months 
shall satisfy a filing requirement of financial statements for one year 
of that time period only if the conditions described in either paragraph 
(a), (b), or (c) of this section exist and financial statements are 
filed

[[Page 268]]

that cover the full fiscal year or years for all other years in the time 
period.

[54 FR 10315, Mar. 13, 1989]



Secs. 210.3-07--210.3-08  [Reserved]



Sec. 210.3-09  Separate financial statements of subsidiaries not
consolidated and 50 percent or less owned persons.

    (a) If any of the conditions set forth in Sec. 210.1-02(w), 
substituting 20 percent for 10 percent in the tests used therein to 
determine a significant subsidiary, are met for a majority-owned 
subsidiary not consolidated by the registrant or by a subsidiary of the 
registrant, separate financial statements of such subsidiary shall be 
filed. Similarly, if either the first or third condition set forth in 
Sec. 210.1-02(w), substituting 20 percent for 10 percent, is met by a 50 
percent or less owned person accounted for by the equity method either 
by the registrant or a subsidiary of the registrant, separate financial 
statements of such 50 percent or less owned person shall be filed.
    (b) Insofar as practicable, the separate financial statements 
required by this section shall be as of the same dates and for the same 
periods as the audited consolidated financial statements required by 
Secs. 210.3-01 and 3-02. However, these separate financial statements 
are required to be audited only for those fiscal years in which either 
the first or third condition set forth in Sec. 210.1-02(w), substituting 
20 percent for 10 percent, is met. For purposes of a filing on Form 10-K 
(Sec. 249.310 of this chapter):
    (1) If the registrant is an accelerated filer (as defined in 
Sec. 240.12b-2 of this chapter) but the 50 percent or less owned person 
is not an accelerated filer, the required financial statements may be 
filed as an amendment to the report within 90 days, or within six months 
if the 50 percent or less owned person is a foreign business, after the 
end of the registrant's fiscal year.
    (2) If the fiscal year of any 50 percent or less owned person ends 
within the registrant's number of filing days before the date of the 
filing, or if the fiscal year ends after the date of the filing, the 
required financial statements may be filed as an amendment to the report 
within the subsidiary's number of filing days, or within six months if 
the 50 percent or less owned person is a foreign business, after the end 
of such subsidiary's or person's fiscal year.
    (3) The term registrant's number of filing days means:
    (i) 60 days (75 days for fiscal years ending before December 15, 
2006) if the registrant is a large accelerated filer;
    (ii) 75 days if the registrant is an accelerated filer; and
    (iii) 90 days for all other registrants.
    (4) The term subsidiary's number of filing days means:
    (i) 60 days (75 days for fiscal years ending before December 15, 
2006) if the 50 percent or less owned person is a large accelerated 
filer;
    (ii) 75 days if the 50 percent or less owned person is an 
accelerated filer; and
    (iii) 90 days for all other 50 percent or less owned persons.
    (c) Notwithstanding the requirements for separate financial 
statements in paragraph (a) of this section, where financial statements 
of two or more majority-owned subsidiaries not consolidated are 
required, combined or consolidated statements of such subsidiaries may 
be filed subject to principles of inclusion and exclusion which clearly 
exhibit the financial position, cash flows and results of operations of 
the combined or consolidated group. Similarly, where financial 
statements of two or more 50 percent or less owned persons are required, 
combined or consolidated statements of such persons may be filed subject 
to the same principles of inclusion or exclusion referred to above.
    (d) If the 50 percent or less owned person is a foreign business, 
financial statements of the business meeting the requirements of Item 17 
of Form 20-F (Sec. 249.220f of this chapter) will satisfy this section.

[46 FR 56179, Nov. 16, 1981, as amended at 47 FR 29837, July 9, 1982; 57 
FR 45292, Oct. 1, 1992; 59 FR 65636, Dec. 20, 1994; 67 FR 58504, Sept. 
16, 2002; 69 FR 68235, Nov. 23, 2004; 70 FR 76640, Dec. 27, 2005]

[[Page 269]]



Sec. 210.3-10  Financial statements of guarantors and issuers of 
guaranteed securities registered or being registered.

    (a)(1) General rule. Every issuer of a registered security that is 
guaranteed and every guarantor of a registered security must file the 
financial statements required for a registrant by Regulation S-X.
    (2) Operation of this rule. Paragraphs (b), (c), (d), (e) and (f) of 
this section are exceptions to the general rule of paragraph (a)(1) of 
this section. Only one of these paragraphs can apply to a single issuer 
or guarantor. Paragraph (g) of this section is a special rule for 
recently acquired issuers or guarantors that overrides each of these 
exceptions for a specific issuer or guarantor. Paragraph (h) of this 
section defines the following terms used in this section: 100% owned, 
full and unconditional, annual report, quarterly report, no independent 
assets or operations, minor, finance subsidiary and operating 
subsidiary. Paragraph (i) of this section states the requirements for 
preparing the condensed consolidating financial information required by 
paragraphs (c), (d), (e) and (f) of this section.

    Note to paragraph (a)(2): Where paragraphs (b), (c), (d), (e) and 
(f) of this section specify the filing of financial statements of the 
parent company, the financial statements of an entity that is not an 
issuer or guarantor of the registered security cannot be substituted for 
those of the parent company.

    (3) Foreign private issuers. Where any provision of this section 
requires compliance with Secs. 210.3-01 and 3-02, a foreign private 
issuer may comply by providing financial statements for the periods 
specified by Item 8.A of Form 20-F (Sec. 249.220f of this chapter).
    (b) Finance subsidiary issuer of securities guaranteed by its parent 
company. When a finance subsidiary issues securities and its parent 
company guarantees those securities, the registration statement, parent 
company annual report, or parent company quarterly report need not 
include financial statements of the issuer if:
    (1) The issuer is 100% owned by the parent company guarantor;
    (2) The guarantee is full and unconditional;
    (3) No other subsidiary of the parent company guarantees the 
securities; and
    (4) The parent company's financial statements are filed for the 
periods specified by Secs. 210.3-01 and 210.3-02 and include a footnote 
stating that the issuer is a 100%-owned finance subsidiary of the parent 
company and the parent company has fully and unconditionally guaranteed 
the securities. The footnote also must include the narrative disclosures 
specified in paragraphs (i)(9) and (i)(10) of this section.

    Note to paragraph (b): Paragraph (b) is available if a subsidiary 
issuer satisfies the requirements of this paragraph but for the fact 
that, instead of the parent company guaranteeing the security, the 
subsidiary issuer co-issued the security, jointly and severally, with 
the parent company. In this situation, the narrative information 
required by paragraph (b)(4) must be modified accordingly.

    (c) Operating subsidiary issuer of securities guaranteed by its 
parent company. When an operating subsidiary issues securities and its 
parent company guarantees those securities, the registration statement, 
parent company annual report, or parent company quarterly report need 
not include financial statements of the issuer if:
    (1) The issuer is 100% owned by the parent company guarantor;
    (2) The guarantee is full and unconditional;
    (3) No other subsidiary of the parent company guarantees the 
securities; and
    (4) The parent company's financial statements are filed for the 
periods specified by Secs. 210.3-01 and 210.3-02 and include, in a 
footnote, condensed consolidating financial information for the same 
periods with a separate column for:
    (i) The parent company;
    (ii) The subsidiary issuer;
    (iii) Any other subsidiaries of the parent company on a combined 
basis;
    (iv) Consolidating adjustments; and
    (v) The total consolidated amounts.

    Notes to paragraph (c): 1. Instead of the condensed consolidating 
financial information required by paragraph (c)(4), the parent company's 
financial statements may include a footnote stating, if true, that the 
parent company has no independent assets or operations, the guarantee is 
full and unconditional, and any subsidiaries of the parent company other 
than the subsidiary issuer

[[Page 270]]

are minor. The footnote also must include the narrative disclosures 
specified in paragraphs (i)(9) and (i)(10) of this section.
    2. If the alternative disclosure permitted by Note 1 to this 
paragraph is not applicable because the parent company has independent 
assets or operations, the condensed consolidating financial information 
described in paragraph (c)(4) may omit the column for ``any other 
subsidiaries of the parent company on a combined basis'' if those other 
subsidiaries are minor.
    3. Paragraph (c) is available if a subsidiary issuer satisfies the 
requirements of this paragraph but for the fact that, instead of the 
parent company guaranteeing the security, the subsidiary issuer co-
issued the security, jointly and severally, with the parent company. In 
this situation, the narrative information required by paragraph (i)(8) 
of this section must be modified accordingly.

    (d) Subsidiary issuer of securities guaranteed by its parent company 
and one or more other subsidiaries of that parent company. When a 
subsidiary issues securities and both its parent company and one or more 
other subsidiaries of that parent company guarantee those securities, 
the registration statement, parent company annual report, or parent 
company quarterly report need not include financial statements of the 
issuer or any subsidiary guarantor if:
    (1) The issuer and all subsidiary guarantors are 100% owned by the 
parent company guarantor;
    (2) The guarantees are full and unconditional;
    (3) The guarantees are joint and several; and
    (4) The parent company's financial statements are filed for the 
periods specified by Secs. 210.3-01 and 210.3-02 and include, in a 
footnote, condensed consolidating financial information for the same 
periods with a separate column for:
    (i) The parent company;
    (ii) The subsidiary issuer;
    (iii) The guarantor subsidiaries of the parent company on a combined 
basis;
    (iv) Any other subsidiaries of the parent company on a combined 
basis;
    (v) Consolidating adjustments; and
    (vi) The total consolidated amounts.

    Notes to paragraph (d): 1. Paragraph (d) applies in the same manner 
whether the issuer is a finance subsidiary or an operating subsidiary.
    2. The condensed consolidating financial information described in 
paragraph (d)(4) may omit the column for ``any other subsidiaries of the 
parent company on a combined basis'' if those other subsidiaries are 
minor.
    3. Paragraph (d) is available if a subsidiary issuer satisfies the 
requirements of this paragraph but for the fact that, instead of the 
parent company guaranteeing the security, the subsidiary issuer co-
issued the security, jointly and severally, with the parent company. In 
this situation, the narrative information required by paragraph (i)(8) 
of this section must be modified accordingly.
    4. If all of the requirements in paragraph (d) are satisfied except 
that the guarantee of a subsidiary is not joint and several with, as 
applicable, the parent company's guarantee or the guarantees of the 
parent company and the other subsidiaries, then each subsidiary 
guarantor whose guarantee is not joint and several need not include 
separate financial statements, but the condensed consolidating financial 
information should include a separate column for each guarantor whose 
guarantee is not joint and several.
    5. Instead of the condensed consolidating financial information 
required by paragraph (d)(4), the parent company's financial statements 
may include a footnote stating, if true, that the parent company has no 
independent assets or operations, the subsidiary issuer is a 100% owned 
finance subsidiary of the parent company, the parent company has 
guaranteed the securities, all of the parent company's subsidiaries 
other than the subsidiary issuer have guaranteed the securities, all of 
the guarantees are full and unconditional, and all of the guarantees are 
joint and several. The footnote also must include the narrative 
disclosures specified in paragraphs (i)(9) and (i)(10) of this section.

    (e) Single subsidiary guarantor of securities issued by the parent 
company of that subsidiary. When a parent company issues securities and 
one of its subsidiaries guarantees those securities, the registration 
statement, parent company annual report, or parent company quarterly 
report need not include financial statements of the subsidiary guarantor 
if:
    (1) The subsidiary guarantor is 100% owned by the parent company 
issuer;
    (2) The guarantee is full and unconditional;
    (3) No other subsidiary of that parent guarantees the securities; 
and
    (4) The parent company's financial statements are filed for the 
periods specified by Secs. 210.3-01 and 210.3-02 and include, in a 
footnote, condensed consolidating financial information for the same 
periods with a separate column for:

[[Page 271]]

    (i) The parent company;
    (ii) The subsidiary guarantor;
    (iii) Any other subsidiaries of the parent company on a combined 
basis;
    (iv) Consolidating adjustments; and
    (v) The total consolidated amounts.

    Notes to paragraph (e): 1. Paragraph (e) applies in the same manner 
whether the guarantor is a finance subsidiary or an operating 
subsidiary.
    2. Instead of the condensed consolidating financial information 
required by paragraph (e)(4), the parent company's financial statements 
may include a footnote stating, if true, that the parent company has no 
independent assets or operations, the guarantee is full and 
unconditional, and any subsidiaries of the parent company other than the 
subsidiary guarantor are minor. The footnote also must include the 
narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this 
section.
    3. If the alternative disclosure permitted by Note 2 to this 
paragraph is not applicable because the parent company has independent 
assets or operations, the condensed consolidating financial information 
described in paragraph (e)(4) may omit the column for ``any other 
subsidiaries of the parent company on a combined basis'' if those other 
subsidiaries are minor.
    4. If, instead of guaranteeing the subject security, a subsidiary 
co-issues the security jointly and severally with its parent company, 
this paragraph (e) does not apply. Instead, the appropriate financial 
information requirement would depend on whether the subsidiary is a 
finance subsidiary or an operating subsidiary. If the subsidiary is a 
finance subsidiary, paragraph (b) applies. If the subsidiary is an 
operating company, paragraph (c) applies.

    (f) Multiple subsidiary guarantors of securities issued by the 
parent company of those subsidiaries. When a parent company issues 
securities and more than one of its subsidiaries guarantee those 
securities, the registration statement, parent company annual report, or 
parent company quarterly report need not include financial statements of 
the subsidiary guarantors if:
    (1) Each of the subsidiary guarantors is 100% owned by the parent 
company issuer;
    (2) The guarantees are full and unconditional;
    (3) The guarantees are joint and several; and
    (4) The parent company's financial statements are filed for the 
periods specified by Secs. 210.3-01 and 210.3-02 and include, in a 
footnote, condensed consolidating financial information for the same 
periods with a separate column for:
    (i) The parent company;
    (ii) The subsidiary guarantors on a combined basis;
    (iii) Any other subsidiaries of the parent company on a combined 
basis;
    (iv) Consolidating adjustments; and
    (v) The total consolidated amounts.

    Notes to paragraph (f): 1. Instead of the condensed consolidating 
financial information required by paragraph (f)(4), the parent company's 
financial statements may include a footnote stating, if true, that the 
parent company has no independent assets or operations, the guarantees 
are full and unconditional and joint and several, and any subsidiaries 
of the parent company other than the subsidiary guarantors are minor. 
The footnote also must include the narrative disclosures specified in 
paragraphs (i)(9) and (i)(10) of this section.
    2. If the alternative disclosure permitted by Note 1 to this 
paragraph is not applicable because the parent company has independent 
assets or operations, the condensed consolidating financial information 
described in paragraph (f)(4) may omit the column for ``any other 
subsidiaries of the parent company on a combined basis'' if those other 
subsidiaries are minor.
    3. If any of the subsidiary guarantees is not joint and several with 
the guarantees of the other subsidiaries, then each subsidiary guarantor 
whose guarantee is not joint and several need not include separate 
financial statements, but the condensed consolidating financial 
information must include a separate column for each subsidiary guarantor 
whose guarantee is not joint and several.

    (g) Recently acquired subsidiary issuers or subsidiary guarantors. 
(1) The Securities Act registration statement of the parent company must 
include the financial statements specified in paragraph (g)(2) of this 
section for any subsidiary that otherwise meets the conditions in 
paragraph (c), (d), (e) or (f) of this section for omission of separate 
financial statements if:
    (i) The subsidiary has not been included in the audited consolidated 
results of the parent company for at least nine months of the most 
recent fiscal year; and
    (ii) The net book value or purchase price, whichever is greater, of 
the subsidiary is 20% or more of the principal amount of the securities 
being registered.

[[Page 272]]

    (2) Financial statements required.
    (i) Audited financial statements for a subsidiary described in 
paragraph (g)(1) of this section must be filed for the subsidiary's most 
recent fiscal year preceding the acquisition. In addition, unaudited 
financial statements must be filed for any interim periods specified in 
Secs. 210.3-01 and 210.3-02.
    (ii) The financial statements must conform to the requirements of 
Regulation S-X (Secs. 210.1-01 through 12-29), except that supporting 
schedules need not be filed. If the subsidiary is a foreign business, 
financial statements of the subsidiary meeting the requirements of Item 
17 of Form 20-F (Sec. 249.220f) will satisfy this item.
    (3) Instructions to paragraph (g).
    (i) The significance test of paragraph (g)(1)(ii) of this section 
should be computed using net book value of the subsidiary as of the most 
recent fiscal year end preceding the acquisition.
    (ii) Information required by this paragraph (g) is not required to 
be included in an annual report or quarterly report.
    (iii) Acquisitions of a group of subsidiary issuers or subsidiary 
guarantors that are related prior to their acquisition shall be 
aggregated for purposes of applying the 20% test in paragraph (g)(1)(ii) 
of this section. Subsidiaries shall be deemed to be related prior to 
their acquisition if:
    (A) They are under common control or management;
    (B) The acquisition of one subsidiary is conditioned on the 
acquisition of each subsidiary; or
    (C) The acquisition of each subsidiary is conditioned on a single 
common event.
    (h) Definitions. For the purposes of this section:
    (1) A subsidiary is ``100% owned'' if all of its outstanding voting 
shares are owned, either directly or indirectly, by its parent company. 
A subsidiary not in corporate form is 100% owned if the sum of all 
interests are owned, either directly or indirectly, by its parent 
company other than:
    (i) Securities that are guaranteed by its parent and, if applicable, 
other 100%-owned subsidiaries of its parent; and
    (ii) Securities that guarantee securities issued by its parent and, 
if applicable, other 100%-owned subsidiaries of its parent.
    (2) A guarantee is ``full and unconditional,'' if, when an issuer of 
a guaranteed security has failed to make a scheduled payment, the 
guarantor is obligated to make the scheduled payment immediately and, if 
it doesn't, any holder of the guaranteed security may immediately bring 
suit directly against the guarantor for payment of all amounts due and 
payable.
    (3) Annual report refers to an annual report on Form 10-K or Form 
20-F (Sec. 249.310 or Sec. 249.220f of this chapter).
    (4) Quarterly report refers to a quarterly report on Form 10-Q 
(Sec. 249.308a of this chapter).
    (5) A parent company has no independent assets or operations if each 
of its total assets, revenues, income from continuing operations before 
income taxes, and cash flows from operating activities (excluding 
amounts related to its investment in its consolidated subsidiaries) is 
less than 3% of the corresponding consolidated amount.
    (6) A subsidiary is minor if each of its total assets, stockholders' 
equity, revenues, income from continuing operations before income taxes, 
and cash flows from operating activities is less than 3% of the parent 
company's corresponding consolidated amount.

    Note to paragraph (h)(6): When considering a group of subsidiaries, 
the definition applies to each subsidiary in that group individually and 
to all subsidiaries in that group in the aggregate.

    (7) A subsidiary is a finance subsidiary if it has no assets, 
operations, revenues or cash flows other than those related to the 
issuance, administration and repayment of the security being registered 
and any other securities guaranteed by its parent company.
    (8) A subsidiary is an operating subsidiary if it is not a finance 
subsidiary.
    (i) Instructions for preparation of condensed consolidating 
financial information required by paragraphs (c), (d), (e) and (f) of 
this section.
    (1) Follow the general guidance in Sec. 210.10-01 for the form and 
content for condensed financial statements and present the financial 
information in sufficient detail to allow investors to

[[Page 273]]

determine the assets, results of operations and cash flows of each of 
the consolidating groups;
    (2) The financial information should be audited for the same periods 
that the parent company financial statements are required to be audited;
    (3) The parent company column should present investments in all 
subsidiaries based upon their proportionate share of the subsidiary's 
net assets;
    (4) The parent company's basis shall be ``pushed down'' to the 
applicable subsidiary columns to the extent that push down would be 
required or permitted in separate financial statements of the 
subsidiary;
    (5) All subsidiary issuer or subsidiary guarantor columns should 
present the following investments in subsidiaries under the equity 
method:
    (i) Non-guarantor subsidiaries;
    (ii) Subsidiary issuers or subsidiary guarantors that are not 100% 
owned or whose guarantee is not full and unconditional;
    (iii) Subsidiary guarantors whose guarantee is not joint and several 
with the guarantees of the other subsidiaries; and
    (iv) Subsidiary guarantors with differences in domestic or foreign 
laws that affect the enforceability of the guarantees;
    (6) Provide a separate column for each subsidiary issuer or 
subsidiary guarantor that is not 100% owned, whose guarantee is not full 
and unconditional, or whose guarantee is not joint and several with the 
guarantees of other subsidiaries. Inclusion of a separate column does 
not relieve that issuer or guarantor from the requirement to file 
separate financial statements under paragraph (a) of this section. 
However, paragraphs (b) through (f) of this section will provide this 
relief if the particular paragraph is satisfied except that the 
guarantee is not joint and several;
    (7) Provide separate columns for each guarantor by legal 
jurisdiction if differences in domestic or foreign laws affect the 
enforceability of the guarantees;
    (8) Include the following disclosure, if true:
    (i) Each subsidiary issuer or subsidiary guarantor is 100% owned by 
the parent company;
    (ii) All guarantees are full and unconditional; and
    (iii) Where there is more than one guarantor, all guarantees are 
joint and several;
    (9) Disclose any significant restrictions on the ability of the 
parent company or any guarantor to obtain funds from its subsidiaries by 
dividend or loan;
    (10) Provide the disclosures prescribed by Sec. 210.4-08(e)(3) with 
respect to the subsidiary issuers and subsidiary guarantors;
    (11) The disclosure:
    (i) May not omit any financial and narrative information about each 
guarantor if the information would be material for investors to evaluate 
the sufficiency of the guarantee;
    (ii) Shall include sufficient information so as to make the 
financial information presented not misleading; and
    (iii) Need not repeat information that would substantially duplicate 
disclosure elsewhere in the parent company's consolidated financial 
statements; and
    (12) Where the parent company's consolidated financial statements 
are prepared on a comprehensive basis other than U.S. Generally Accepted 
Accounting Principles or International Financial Reporting Standards as 
issued by the International Accounting Standards Board, reconcile the 
information in each column to U.S. Generally Accepted Accounting 
Principles to the extent necessary to allow investors to evaluate the 
sufficiency of the guarantees. The reconciliation may be limited to the 
information specified by Item 17 of Form 20-F (Sec. 249.220f of this 
chapter). The reconciling information need not duplicate information 
included elsewhere in the reconciliation of the consolidated financial 
statements.

[65 FR 51707, Aug. 24, 2000, as amended at 73 FR 952, Jan. 4, 2008; 73 
FR 1009, Jan. 4, 2008; 74 FR 18615, Apr. 23, 2009]



Sec. 210.3-11  Financial statements of an inactive registrant.

    If a registrant is an inactive entity as defined below, the 
financial statements required by this regulation for

[[Page 274]]

purposes of reports pursuant to the Securities Exchange Act of 1934 may 
be unaudited. An inactive entity is one meeting all of the following 
conditions:
    (a) Gross receipts from all sources for the fiscal year are not in 
excess of $100,000;
    (b) The registrant has not purchased or sold any of its own stock, 
granted options therefor, or levied assessments upon outstanding stock,
    (c) Expenditures for all purposes for the fiscal year are not in 
excess of $100,000;
    (d) No material change in the business has occurred during the 
fiscal year, including any bankruptcy, reorganization, readjustment or 
succession or any material acquisition or disposition of plants, mines, 
mining equipment, mine rights or leases; and
    (e) No exchange upon which the shares are listed, or governmental 
authority having jurisdiction, requires the furnishing to it or the 
publication of audited financial statements.



Sec. 210.3-12  Age of financial statements at effective date of
registration statement or at mailing date of proxy statement.

    (a) If the financial statements in a filing are as of a date the 
number of days specified in paragraph (g) of this section or more before 
the date the filing is expected to become effective, or proposed mailing 
date in the case of a proxy statement, the financial statements shall be 
updated, except as specified in the following paragraphs, with a balance 
sheet as of an interim date within the number of days specified in 
paragraph (g) of this section and with statements of income and cash 
flows for the interim period between the end of the most recent fiscal 
year and the date of the interim balance sheet provided and for the 
corresponding period of the preceding fiscal year. Such interim 
financial statements may be unaudited and need not be presented in 
greater detail than is required by Sec. 210.10-01. Notwithstanding the 
above requirements, the most recent interim financial statements shall 
be at least as current as the most recent financial statements filed 
with the Commission on Form 10-Q.
    (b) Where the anticipated effective date of a filing, or in the case 
of a proxy statement the proposed mailing date, falls within the number 
of days subsequent to the end of the fiscal year specified in paragraph 
(g) of this section, the filing need not include financial statements 
more current than as of the end of the third fiscal quarter of the most 
recently completed fiscal year unless the audited financial statements 
for such fiscal year are available or unless the anticipated effective 
date or proposed mailing date falls after 45 days subsequent to the end 
of the fiscal year and the registrant does not meet the conditions 
prescribed under paragraph (c) of Sec. 210.3-01. If the anticipated 
effective date or proposed mailing date falls after 45 days subsequent 
to the end of the fiscal year and the registrant does not meet the 
conditions prescribed under paragraph (c) of Sec. 210.3-01, the filing 
must include audited financial statements for the most recently 
completed fiscal year.
    (c) Where a filing is made near the end of a fiscal year and audited 
financial statements for that fiscal year are not included in the 
filing, the filing shall be updated with such audited financial 
statements if they become available prior to the anticipated effective 
date, or proposed mailing date in the case of a proxy statement.
    (d) The age of the registrant's most recent audited financial 
statements included in a registration statement filed under the 
Securities Act of 1933 or filed on Form 10 (17 CFR 249.210) under the 
Securities Exchange Act of 1934 shall not be more than one year and 45 
days old at the date the registration statement becomes effective if the 
registration statement relates to the security of an issuer that was not 
subject, immediately before the time of filing the registration 
statement, to the reporting requirements of section 13 or 15(d) of the 
Securities Exchange Act of 1934.
    (e) For filings by registered management investment companies, the 
requirements of Sec. 210.3-18 shall apply in lieu of the requirements of 
this section.
    (f) Any foreign private issuer may file financial statements whose 
age is specified in Item 8.A of Form 20-F (Sec. 249.220f of this 
chapter). Financial statements of a foreign business which

[[Page 275]]

are furnished pursuant to Sec. 210.3-05 or Sec. 210.3-09 because it is 
an acquired business or a 50 percent or less owned person may be of the 
age specified in Item 8.A of Form 20-F.
    (g)(1) For purposes of paragraph (a) of this section, the number of 
days shall be:
    (i) 130 days for large accelerated filers and accelerated filers (as 
defined in Sec. 240.12b-2 of this chapter); and
    (ii) 135 days for all other registrants.
    (2) For purposes of paragraph (b) of this section, the number of 
days shall be:
    (i) 60 days (75 days for fiscal years ending before December 15, 
2006) for large accelerated filers (as defined in Sec. 240.12b-2 of this 
chapter);
    (ii) 75 days for accelerated filers (as defined in Sec. 240.12b-2 of 
this chapter); and
    (iii) 90 days for all other registrants.

[45 FR 62687, Sept. 25, 1980]

    Editorial Note: For Federal Register citations affecting Sec. 210.3-
12, see the List of CFR Sections Affected, which appears in the Finding 
Aids section of the printed volume and at www.fdsys.gov.



Sec. 210.3-13  Filing of other financial statements in certain cases.

    The Commission may, upon the informal written request of the 
registrant, and where consistent with the protection of investors, 
permit the omission of one or more of the financial statements herein 
required or the filing in substitution therefor of appropriate 
statements of comparable character. The Commission may also by informal 
written notice require the filing of other financial statements in 
addition to, or in substitution for, the statements herein required in 
any case where such statements are necessary or appropriate for an 
adequate presentation of the financial condition of any person whose 
financial statements are required, or whose statements are otherwise 
necessary for the protection of investors.



Sec. 210.3-14  Special instructions for real estate operations to 
be acquired.

    (a) If, during the period for which income statements are required, 
the registrant has acquired one or more properties which in the 
aggregate are significant, or since the date of the latest balance sheet 
required has acquired or proposes to acquire one or more properties 
which in the aggregate are significant, the following shall be furnished 
with respect to such properties:
    (1) Audited income statements (not including earnings per unit) for 
the three most recent fiscal years, which shall exclude items not 
comparable to the proposed future operations of the property such as 
mortgage interest, leasehold rental, depreciation, corporate expenses 
and Federal and state income taxes: Provided, however, That such audited 
statements need be presented for only the most recent fiscal year if
    (i) The property is not acquired from a related party;
    (ii) Material factors considered by the registrant in assessing the 
property are described with specificity in the filing with regard to the 
property, including sources of revenue (including, but not limited to, 
competition in the rental market, comparative rents, occupancy rates) 
and expense (including, but not limited to, utility rates, ad valorem 
tax rates, maintenance expenses, capital improvements anticipated); and
    (iii) The registrant indicates in the appropriate filing that, after 
reasonable inquiry, the registrant is not aware of any material factors 
relating to that specific property other than those discussed in 
response to paragraph (a)(1)(ii) of this section that would cause the 
reported financial information not to be necessarily indicative of 
future operating results.

    Note: The discussion of material factors considered should be 
combined with that required by Item 15 of Form S-11.

    (2) If the property is to be operated by the registrant, there shall 
be furnished a statement showing the estimated taxable operating results 
of the registrant based on the most recent twelve month period including 
such adjustments as can be factually supported. If the property is to be 
acquired subject to a net lease the estimated taxable operating results 
shall be based on the rent to be paid for the first year of the lease. 
In either case, the estimated amount of cash to be made available by 
operations shall be shown.

[[Page 276]]

There shall be stated in an introductory paragraph the principal 
assumptions which have been made in preparing the statements of 
estimated taxable operating results and cash to be made available by 
operations.
    (3) If appropriate under the circumstances, there shall be given in 
tablular form for a limited number of years the estimated cash 
distribution per unit showing the portion thereof reportable as taxable 
income and the portion representing a return of capital together with an 
explanation of annual variations, if any. If taxable net income per unit 
will become greater than the cash available for distribution per unit, 
that fact and approximate year of occurrence shall be stated, if 
significant.
    (b) Information required by this section is not required to be 
included in a filing on Form 10-K.

[45 FR 63687, Sept. 25, 1980, as amended at 47 FR 25122, June 10, 1982; 
73 FR 953, Jan. 4, 2008]



Sec. 210.3-15  Special provisions as to real estate investment trusts.

    (a)(1) The income statement prepared pursuant to Sec. 210.5-03 shall 
include the following additional captions between those required by 
Sec. 210.5-03.15 and 16: (i) Income or loss before gain or loss on sale 
of properties, extraordinary items and cumulative effects of accounting 
changes, and (ii) gain or loss on sale of properties, less applicable 
income tax.
    (2) The balance sheet required by Sec. 210.5-02 shall set forth in 
lieu of the captions required by Sec. 210.5-02.31(a)(3): (i) The balance 
of undistributed income from other than gain or loss on sale of 
properties and (ii) accumulated undistributed net realized gain or loss 
on sale of properties. The information specified in Sec. 210.3-04 shall 
be modified similarly.
    (b) The trust's status as a real estate investment trust under 
applicable provisions of the Internal Revenue Code as amended shall be 
stated in a note referred to in the appropriate statements. Such note 
shall also indicate briefly the principal present assumptions on which 
the trust has relied in making or not making provisons for Federal 
income taxes.
    (c) The tax status of distributions per unit shall be stated (e.g., 
ordinary income, capital gain, return of capital).

[45 FR 63687, Sept. 25, 1980, as amended at 50 FR 49532, Dec. 3, 1985]



Sec. 210.3-16  Financial statements of affiliates whose securities
collateralize an issue registered or being registered.

    (a) For each of the registrant's affiliates whose securities 
constitute a substantial portion of the collateral for any class of 
securities registered or being registered, there shall be filed the 
financial statements that would be required if the affiliate were a 
registrant and required to file financial statements. However, financial 
statements need not be filed pursuant to this section for any person 
whose statements are otherwise separately included in the filing on an 
individual basis or on a basis consolidated with its subsidiaries.
    (b) For the purposes of this section, securities of a person shall 
be deemed to constitute a substantial portion of collateral if the 
aggregate principal amount, par value, or book value of the securities 
as carried by the registrant, or the market value of such securities, 
whichever is the greatest, equals 20 percent or more of the principal 
amount of the secured class of securities.

[65 FR 51710, Aug. 24, 2000]



Sec. 210.3-17  Financial statements of natural persons.

    (a) In lieu of the financial statements otherwise required, a 
natural person may file an unaudited balance sheet as of a date within 
90 days of date of filing and unaudited statements of income for each of 
the three most recent fiscal years.
    (b) Financial statements conforming with the instructions as to 
financial statements of subsidiaries not consolidated and 50 percent or 
less owned persons under Sec. 210.3-09(a) shall be separately presented 
for: (1) Each business owned as a sole proprietor, (2) each partnership, 
business trust, unincorporated association, or similar business 
organization of which the person holds a controlling interest and (3) 
each corporation of which the person, directly

[[Page 277]]

or indirectly, owns securities representing more than 50 percent of the 
voting power.
    (c) Separate financial statements may be omitted, however, for each 
corporation, business trust, unincorporated association, or similar 
business organization if the person's total investment in such entity 
does not exceed 5 percent of his total assets and the person's total 
income from such entity does not exceed 5 percent of his gross income; 
Provided, that the person's aggregate investment in and income from all 
such omitted entities shall not exceed 15 percent of his total assets 
and gross income, respectively.

[46 FR 12491, Feb. 17, 1981, as amended at 50 FR 25215, June 18, 1985]



Sec. 210.3-18  Special provisions as to registered management investment
companies and companies required to be registered as management investment
companies.

    (a) For filings by registered management investment companies, the 
following financial statements shall be filed:
    (1) An audited balance sheet or statement of assets and liabilities 
as of the end of the most recent fiscal year;
    (2) An audited statement of operations for the most recent fiscal 
year conforming to the requirements of Sec. 210.6-07.
    (3) An audited statement of cash flows for the most recent fiscal 
year if necessary to comply with generally accepted accounting 
principles. (Further references in this rule to the requirement for such 
statement are likewise applicable only to the extent that they are 
consistent with the requirements of generally accepted accounting 
principles.)
    (4) Audited statements of changes in net assets conforming to the 
requirements of Sec. 210.6-09 for the two most recent fiscal years.
    (b) If the filing is made within 60 days after the end of the 
registrant's fiscal year and audited financial statements for the most 
recent fiscal year are not available, the balance sheet or statement of 
assets and liabilities may be as of the end of the preceding fiscal year 
and the filing shall include an additional balance sheet or statement of 
assets and liabilities as of an interim date within 245 days of the date 
of filing. In addition, the statements of operations and cash flows (if 
required by generally accepted accounting principles) shall be provided 
for the preceding fiscal year and the statement of changes in net assets 
shall be provided for the two preceding fiscal years and each of the 
statements shall be provided for the interim period between the end of 
the preceding fiscal year and the date of the most recent balance sheet 
or statement of assets and liabilities being filed. Financial statements 
for the corresponding period of the preceding fiscal year need not be 
provided.
    (c) If the most current balance sheet or statement of assets and 
liabilities in a filing is as of a date 245 days or more prior to the 
date the filing is expected to become effective, the financial 
statements shall be updated with a balance sheet or statement of assets 
and liabilities as of an interim date within 245 days. In addition, the 
statements of operations, cash flows, and changes in net assets shall be 
provided for the interim period between the end of the most recent 
fiscal year for which a balance sheet or statement of assets and 
liabilities is presented and the date of the most recent interim balance 
sheet or statement of assets and liabilities filed.
    (d) Interim financial statements provided in accordance with these 
requirements may be unaudited but shall be presented in the same detail 
as required by Secs. 210.6-01 to 210.6-10. When unaudited financial 
statements are presented in a registration statement, they shall include 
the statement required by Sec. 210.3-03(d).

[46 FR 36125, July 14, 1981; 46 FR 46795, Sept. 22, 1981, as amended at 
47 FR 29837, July 9, 1982; 47 FR 56838, Dec. 21, 1982; 57 FR 45292, Oct. 
1, 1992; 76 FR 71875, Nov. 21, 2011]



Sec. 210.3-19  [Reserved]



Sec. 210.3-20  Currency for financial statements of foreign private
issuers.

    (a) A foreign private issuer, as defined in Sec. 230.405 of this 
chapter, shall state amounts in its primary financial statements in the 
currency which it deems appropriate.

[[Page 278]]

    (b) The currency in which amounts in the financial statements are 
stated shall be disclosed prominently on the face of the financial 
statements. If dividends on publicly-held equity securities will be 
declared in a currency other than the reporting currency, a note to the 
financial statements shall identify that currency. If there are material 
exchange restrictions or controls relating to the issuer's reporting 
currency, the currency of the issuer's domicile, or the currency in 
which the issuer will pay dividends, prominent disclosure of this fact 
shall be made in the financial statements. If the reporting currency is 
not the U.S. dollar, dollar-equivalent financial statements or 
convenience translations shall not be presented, except a translation 
may be presented of the most recent fiscal year and any subsequent 
interim period presented using the exchange rate as of the most recent 
balance sheet included in the filing, except that a rate as of the most 
recent practicable date shall be used if materially different.
    (c) If the financial statements of a foreign private issuer are 
stated in a currency of a country that has experienced cumulative 
inflationary effects exceeding a total of 100 percent over the most 
recent three year period, and have not been recast or otherwise 
supplemented to include information on a historical cost/constant 
currency or current cost basis prescribed or permitted by appropriate 
authoritative standards, the issuer shall present supplementary 
information to quantify the effects of changing prices upon its 
financial position and results of operations.
    (d) Notwithstanding the currency selected for reporting purposes, 
the issuer shall measure separately its own transactions, and those of 
each of its material operations (e.g., branches, divisions, 
subsidiaries, joint ventures, and similar entities) that is included in 
the issuer's consolidated financial statements and not located in a 
hyperinflationary environment, using the particular currency of the 
primary economic environment in which the issuer or the operation 
conducts its business. Assets and liabilities so determined shall be 
translated into the reporting currency at the exchange rate at the 
balance sheet date; all revenues, expenses, gains, and losses shall be 
translated at the exchange rate existing at the time of the transaction 
or, if appropriate, a weighted average of the exchange rates during the 
period; and all translation effects of exchange rate changes shall be 
included as a separate component (``cumulative translation adjustment'') 
of shareholder's equity. For purposes of this paragraph, the currency of 
an operation's primary economic environment is normally the currency in 
which cash is primarily generated and expended; a hyperinflationary 
environment is one that has cumulative inflation of approximately 100% 
or more over the most recent three year period. Departures from the 
methodology presented in this paragraph shall be quantified pursuant to 
Item 17(c)(2) of Form 20-F (Sec. 249.220f of this chapter).
    (e) The issuer shall state its primary financial statements in the 
same currency for all periods for which financial information is 
presented. If the financial statements are stated in a currency that is 
different from that used in financial statements previously filed with 
the Commission, the issuer shall recast its financial statements as if 
the newly adopted currency had been used since at least the earliest 
period presented in the filing. The decision to change and the reason 
for the change in the reporting currency shall be disclosed in a note to 
the financial statements in the period in which the change occurs.

[59 FR 65631, Dec. 20, 1994, as amended at 64 FR 53908, Oct. 5, 1999]

             Consolidated and Combined Financial Statements



Sec. 210.3A-01  Application of Sec. 210.3A-01 to Sec. 210.3A-05.

    Sections 210.3A-01 to 210.3A-05 shall govern the presentation of 
consolidated and combined financial statements.

[44 FR 19386, Apr. 3, 1979. Redesignated at 45 FR 63687, Sept. 25, 1980, 
and amended at 50 FR 25215, June 18, 1985]

[[Page 279]]



Sec. 210.3A-02  Consolidated financial statements of the registrant
and its subsidiaries.

    In deciding upon consolidation policy, the registrant must consider 
what financial presentation is most meaningful in the circumstances and 
should follow in the consolidated financial statements principles of 
inclusion or exclusion which will clearly exhibit the financial position 
and results of operations of the registrant. There is a presumption that 
consolidated statements are more meaningful than separate statements and 
that they are usually necessary for a fair presentation when one entity 
directly or indirectly has a controlling financial interest in another 
entity. Other particular facts and circumstances may require combined 
financial statements, an equity method of accounting, or valuation 
allowances in order to achieve a fair presentation. In any case, the 
disclosures required by Sec. 210.3A-03 should clearly explain the 
accounting policies followed by the registrant in this area, including 
the circumstances involved in any departure from the normal practice of 
consolidating majority owned subsidiaries and not consolidating entities 
that are less than majority owned. Among the factors that the registrant 
should consider in determining the most meaningful presentation are the 
following:
    (a) Majority ownership: Generally, registrants shall consolidate 
entities that are majority owned and shall not consolidate entities that 
are not majority owned. The determination of majority ownership requires 
a careful analysis of the facts and circumstances of a particular 
relationship among entities. In rare situations, consolidation of a 
majority owned subsidiary may not result in a fair presentation, because 
the registrant, in substance, does not have a controlling financial 
interest (for example, when the subsidiary is in legal reorganization or 
in bankruptcy). In other situations, consolidation of an entity, 
notwithstanding the lack of technical majority ownership, is necessary 
to present fairly the financial position and results of operations of 
the registrant, because of the existence of a parent-subsidiary 
relationship by means other than record ownership of voting stock.
    (b) Different fiscal periods: Generally, registrants shall not 
consolidate any entity whose financial statements are as of a date or 
for periods substantially different from those of the registrant. 
Rather, the earnings or losses of such entities should be reflected in 
the registrant's financial statements on the equity method of 
accounting. However:
    (1) A difference in fiscal periods does not of itself justify the 
exclusion of an entity from consolidation. It ordinarily is feasible for 
such entity to prepare, for consolidation purposes, statements for a 
period which corresponds with or closely approaches the fiscal year of 
the registrant. Where the difference is not more than 93 days, it is 
usually acceptable to use, for consolidation purposes, such entity's 
statements for its fiscal period. Such difference, when it exists, 
should be disclosed as follows: the closing date of the entity should be 
expressly indicated, and the necessity for the use of different closing 
dates should be briefly explained. Furthermore, recognition should be 
given by disclosure or otherwise to the effect of intervening events 
which materially affect the financial position or results of operations.
    (2) Notwithstanding the 93-day provision specified in paragraph 
(b)(1) of this section, in connection with the retroactive combination 
of financial statements of entities following a combination between 
entities under common control, the financial statements of the 
constituents may be combined even if their respective fiscal periods do 
not end within 93 days, except that the financial statements for the 
latest fiscal year shall be recast to dates which do not differ by more 
than 93 days, if practicable. Disclosure shall be made of the periods 
combined and of the sales or revenues, net income before extraordinary 
items and net income of any interim periods excluded from or included 
more than once in results of operations as a result of such recasting.
    (c) Bank Holding Company Act: Registrants shall not consolidate any 
subsidiary or group of subsidiaries of a registrant subject to the Bank 
Holding Company Act of 1956 as amended as to which (1) a decision 
requiring divestiture has been made, or (2) there is substantial 
likelihood that divestiture

[[Page 280]]

will be necessary in order to comply with provisions of the Bank Holding 
Company Act.
    (d) Foreign subsidiaries: Due consideration shall be given to the 
propriety of consolidating with domestic corporations foreign 
subsidiaries which are operated under political, economic or currency 
restrictions. If consolidated, disclosure should be made as to the 
effect, insofar as this can reasonably be determined, of foreign 
exchange restrictions upon the consolidated financial position and 
operating results of the registrant and its subsidiaries.

[51 FR 17330, May 12, 1986, as amended at 74 FR 18615, Apr. 23, 2009]



Sec. 210.3A-03  Statement as to principles of consolidation or 
combination followed.

    (a) A brief description of the principles followed in consolidating 
or combining the separate financial statements, including the principles 
followed in determining the inclusion or exclusion of (1) subsidiaries 
in consolidated or combined financial statements and (2) companies in 
consolidated or combined financial statements, shall be stated in the 
notes to the respective financial statements.
    (b) As to each consolidated financial statement and as to each 
combined financial statement, if there has been a change in the persons 
included or excluded in the corresponding statement for the preceding 
fiscal period filed with the Commission which has a material effect on 
the financial statements, the persons included and the persons excluded 
shall be disclosed. If there have been any changes in the respective 
fiscal periods of the persons included made during the periods of the 
report which have a material effect on the financial statements, 
indicate clearly such changes and the manner of treatment.

[37 FR 14597, July 21, 1972. Redesignated at 45 FR 63687, Sept. 25, 
1980, and 46 FR 56179, Nov. 16, 1981]



Sec. 210.3A-04  Intercompany items and transactions.

    In general, there shall be eliminated intercompany items and 
transactions between persons included in the (a) consolidated financial 
statements being filed and, as appropriate, (b) unrealized intercompany 
profits and losses on transactions between persons for which financial 
statements are being filed and persons the investment in which is 
presented in such statements by the equity method. If such eliminations 
are not made, a statement of the reasons and the methods of treatment 
shall be made.

[37 FR 14597, July 21, 1972. Redesignated at 46 FR 56179, Nov. 16, 1981]

                      Rules of General Application

    Source: Sections 210.4-01 through 210.4-10 appear at 45 FR 63669, 
Sept. 25, 1980, unless otherwise noted.



Sec. 210.4-01  Form, order, and terminology.

    (a) Financial statements should be filed in such form and order, and 
should use such generally accepted terminology, as will best indicate 
their significance and character in the light of the provisions 
applicable thereto. The information required with respect to any 
statement shall be furnished as a minimum requirement to which shall be 
added such further material information as is necessary to make the 
required statements, in the light of the circumstances under which they 
are made, not misleading.
    (1) Financial statements filed with the Commission which are not 
prepared in accordance with generally accepted accounting principles 
will be presumed to be misleading or inaccurate, despite footnote or 
other disclosures, unless the Commission has otherwise provided. This 
article and other articles of Regulation S-X provide clarification of 
certain disclosures which must be included in any event, in financial 
statements filed with the Commission.
    (2) In all filings of foreign private issuers (see Sec. 230.405 of 
this chapter), except as stated otherwise in the applicable form, the 
financial statements may be prepared according to a comprehensive set of 
accounting principles, other than those generally accepted in the United 
States or International Financial Reporting Standards as issued by the 
International Accounting Standards Board, if a reconciliation to U.S.

[[Page 281]]

Generally Accepted Accounting Principles and the provisions of 
Regulation S-X of the type specified in Item 18 of Form 20-F 
(Sec. 249.220f of this chapter) is also filed as part of the financial 
statements. Alternatively, the financial statements may be prepared 
according to U.S. Generally Accepted Accounting Principles or 
International Financial Reporting Standards as issued by the 
International Accounting Standards Board.
    (3)(i) Notwithstanding the effective dates set forth in FASB ASC 
Topic 718, Compensation--Stock Compensation'', financial statements 
shall be prepared in accordance with FASB ASC Topic 718 beginning with:
    (A) The first interim or annual reporting period of the registrant's 
first fiscal year beginning on or after June 15, 2005, provided the 
registrant does not file as a smaller reporting company; and
    (B) The first interim or annual reporting period of the registrant's 
first fiscal year beginning on or after December 15, 2005, provided the 
registrant files as a smaller reporting company.
    (ii) For periods prior to the effective dates set forth in this 
paragraph, FASB ASC Topic 718 and prior authoritative guidance, shall be 
considered to be generally accepted accounting principles.
    (b) All money amounts required to be shown in financial statements 
may be expressed in whole dollars or multiples thereof, as appropriate: 
Provided, That, when stated in other than whole dollars, an indication 
to that effect is inserted immediately beneath the caption of the 
statement or schedule, at the top of the money columns, or at an 
appropriate point in narrative material.
    (c) Negative amounts (red figures) shall be shown in a manner which 
clearly distinguishes the negative attribute. When determining methods 
of display, consideration should be given to the limitations of 
reproduction and microfilming processes.

[45 FR 63669, Sept. 25, 1980, as amended at 47 FR 54767, Dec. 6, 1982; 
70 FR 20719, Apr. 21, 2005; 73 FR 953, Jan. 4, 2008; 73 FR 1009, Jan. 4, 
2008; 76 FR 50119, Aug. 12, 2011]



Sec. 210.4-02  Items not material.

    If the amount which would otherwise be required to be shown with 
respect to any item is not material, it need not be separately set 
forth. The combination of insignificant amounts is permitted.



Sec. 210.4-03  Inapplicable captions and omission of unrequired or
inapplicable financial statements.

    (a) No caption should be shown in any financial statement as to 
which the items and conditions are not present.
    (b) Financial statements not required or inapplicable because the 
required matter is not present need not be filed.
    (c) The reasons for the omission of any required financial 
statements shall be indicated.



Sec. 210.4-04  Omission of substantially identical notes.

    If a note covering substantially the same subject matter is required 
with respect to two or more financial statements relating to the same or 
affiliated persons, for which separate sets of notes are presented, the 
required information may be shown in a note to only one of such 
statements: Provided, That a clear and specific reference thereto is 
made in each of the other statements with respect to which the note is 
required.



Secs. 210.4-05--210.4-06  [Reserved]



Sec. 210.4-07  Discount on shares.

    Discount on shares, or any unamortized balance thereof, shall be 
shown separately as a deduction from the applicable account(s) as 
circumstances require.



Sec. 210.4-08  General notes to financial statements.

    If applicable to the person for which the financial statements are 
filed, the following shall be set forth on the face of the appropriate 
statement or in appropriately captioned notes. The information shall be 
provided for each statement required to be filed, except that the 
information required by paragraphs (b), (c), (d), (e) and (f) shall be 
provided as of the most recent audited balance sheet being filed and for 
paragraph (j) as specified therein. When

[[Page 282]]

specific statements are presented separately, the pertinent notes shall 
accompany such statements unless cross-referencing is appropriate.
    (a) Principles of consolidation or combination. With regard to 
consolidated or combined financial statements, refer to Secs. 210.3A-01 
to 3A-08 for requirements for supplemental information in notes to the 
financial statements.
    (b) Assets subject to lien. Assets mortgaged, pledged, or otherwise 
subject to lien, and the approximate amounts thereof, shall be 
designated and the obligations collateralized briefly identified.
    (c) Defaults. The facts and amounts concerning any default in 
principal, interest, sinking fund, or redemption provisions with respect 
to any issue of securities or credit agreements, or any breach of 
covenant of a related indenture or agreement, which default or breach 
existed at the date of the most recent balance sheet being filed and 
which has not been subsequently cured, shall be stated in the notes to 
the financial statements. If a default or breach exists but acceleration 
of the obligation has been waived for a stated period of time beyond the 
date of the most recent balance sheet being filed, state the amount of 
the obligation and the period of the waiver.
    (d) Preferred shares. (1) Aggregate preferences on involuntary 
liquidation, if other than par or stated value, shall be shown 
parenthetically in the equity section of the balance sheet.
    (2) Disclosure shall be made of any restriction upon retained 
earnings that arises from the fact that upon involuntary liquidation the 
aggregate preferences of the preferred shares exceeds the par or stated 
value of such shares.
    (e) Restrictions which limit the payment of dividends by the 
registrant. (1) Describe the most significant restrictions, other than 
as reported under paragraph (d) of this section, on the payment of 
dividends by the registrant, indicating their sources, their pertinent 
provisions, and the amount of retained earnings or net income restricted 
or free of restrictions.
    (2) Disclose the amount of consolidated retained earnings which 
represents undistributed earnings of 50 percent or less owned persons 
accounted for by the equity method.
    (3) The disclosures in paragraphs (e)(3) (i) and (ii) in this 
section shall be provided when the restricted net assets of consolidated 
and unconsolidated subsidiaries and the parent's equity in the 
undistributed earnings of 50 percent or less owned persons accounted for 
by the equity method together exceed 25 percent of consolidated net 
assets as of the end of the most recently completed fiscal year. For 
purposes of this test, restricted net assets of subsidiaries shall mean 
that amount of the registrant's proportionate share of net assets (after 
intercompany eliminations) reflected in the balance sheets of its 
consolidated and unconsolidated subsidiaries as of the end of the most 
recent fiscal year which may not be transferred to the parent company in 
the form of loans, advances or cash dividends by the subsidiaries 
without the consent of a third party (i.e., lender, regulatory agency, 
foreign government, etc.). Not all limitations on transferability of 
assets are considered to be restrictions for purposes of this test, 
which considers only specific third party restrictions on the ability of 
subsidiaries to transfer funds outside of the entity. For example, the 
presence of subsidiary debt which is secured by certain of the 
subsidiary's assets does not constitute a restriction under this rule. 
However, if there are any loan provisions prohibiting dividend payments, 
loans or advances to the parent by a subsidiary, these are considered 
restrictions for purposes of computing restricted net assets. When a 
loan agreement requires that a subsidiary maintain certain working 
capital, net tangible asset, or net asset levels, or where formal 
compensating arrangements exist, there is considered to be a restriction 
under the rule because the lender's intent is normally to preclude the 
transfer by dividend or otherwise of funds to the parent company. 
Similarly, a provision which requires that a subsidiary reinvest all of 
its earnings is a restriction, since this precludes loans, advances or 
dividends in the amount of such undistributed earnings by the entity. 
Where restrictions on the amount of funds which may be loaned or 
advanced differ from

[[Page 283]]

the amount restricted as to transfer in the form of cash dividends, the 
amount least restrictive to the subsidiary shall be used. Redeemable 
preferred stocks (Sec. 210.5-02.27) and noncontrolling interests shall 
be deducted in computing net assets for purposes of this test.
    (i) Describe the nature of any restrictions on the ability of 
consolidated subsidiaries and unconsolidated subsidiaries to transfer 
funds to the registrant in the form of cash dividends, loans or advances 
(i.e., borrowing arrangements, regulatory restraints, foreign 
government, etc.).
    (ii) Disclose separately the amounts of such restricted net assets 
for unconsolidated subsidiaries and consolidated subsidiaries as of the 
end of the most recently completed fiscal year.
    (f) Significant changes in bonds, mortgages and similar debt. Any 
significant changes in the authorized or issued amounts of bonds, 
mortgages and similar debt since the date of the latest balance sheet 
being filed for a particular person or group shall be stated.
    (g) Summarized financial information of subsidiaries not 
consolidated and 50 percent or less owned persons. (1) The summarized 
information as to assets, liabilities and results of operations as 
detailed in Sec. 210.1-02(bb) shall be presented in notes to the 
financial statements on an individual or group basis for:
    (i) Subsidiaries not consolidated; or
    (ii) For 50 percent or less owned persons accounted for by the 
equity method by the registrant or by a subsidiary of the registrant, if 
the criteria in Sec. 210.1-02(w) for a significant subsidiary are met:
    (A) Individually by any subsidiary not consolidated or any 50% or 
less owned person; or
    (B) On an aggregated basis by any combination of such subsidiaries 
and persons.
    (2) Summarized financial information shall be presented insofar as 
is practicable as of the same dates and for the same periods as the 
audited consolidated financial statements provided and shall include the 
disclosures prescribed by Sec. 210.1-02(bb). Summarized information of 
subsidiaries not consolidated shall not be combined for disclosure 
purposes with the summarized information of 50 percent or less owned 
persons.
    (h) Income tax expense. (1) Disclosure shall be made in the income 
statement or a note thereto, of (i) the components of income (loss) 
before income tax expense (benefit) as either domestic or foreign; (ii) 
the components of income tax expense, including (A) taxes currently 
payable and (B) the net tax effects, as applicable, of timing 
differences (indicate separately the amount of the estimated tax effect 
of each of the various types of timing differences, such as 
depreciation, warranty costs, etc., where the amount of each such tax 
effect exceeds five percent of the amount computed by multiplying the 
income before tax by the applicable statutory Federal income tax rate; 
other differences may be combined.)

    Note: Amounts applicable to United States Federal income taxes, to 
foreign income taxes and the other income taxes shall be stated 
separately for each major component. Amounts applicable to foreign 
income (loss) and amounts applicable to foreign or other income taxes 
which are less than five percent of the total of income before taxes or 
the component of tax expense, respectively, need not be separately 
disclosed. For purposes of this rule, foreign income (loss) is defined 
as income (loss) generated from a registrant's foreign operations, i.e., 
operations that are located outside of the registrant's home country.

    (2) Provide a reconciliation between the amount of reported total 
income tax expense (benefit) and the amount computed by multiplying the 
income (loss) before tax by the applicable statutory Federal income tax 
rate, showing the estimated dollar amount of each of the underlying 
causes for the difference. If no individual reconciling item amounts to 
more than five percent of the amount computed by multiplying the income 
before tax by the applicable statutory Federal income tax rate, and the 
total difference to be reconciled is less than five percent of such 
computed amount, no reconciliation need be provided unless it would be 
significant in appraising the trend of earnings. Reconciling items that 
are individually less than five percent of

[[Page 284]]

the computed amount may be aggregated in the reconciliation. The 
reconciliation may be presented in percentages rather than in dollar 
amounts. Where the reporting person is a foreign entity, the income tax 
rate in that person's country of domicile should normally be used in 
making the above computation, but different rates should not be used for 
subsidiaries or other segments of a reporting entity. When the rate used 
by a reporting person is other than the United States Federal corporate 
income tax rate, the rate used and the basis for using such rate shall 
be disclosed.
    (3) Paragraphs (h) (1) and (2) of this section shall be applied in 
the following manner to financial statements which reflect the adoption 
of FASB ASC Topic 740, Income Taxes.
    (i) The disclosures required by paragraph (h)(1)(ii) of this section 
and by the parenthetical instruction at the end of paragraph (h)(1) of 
this section and by the introductory sentence of paragraph (h)(2) of 
this section shall not apply.
    (ii) The instructional note between paragraphs (h) (1) and (2) of 
this section and the balance of the requirements of paragraphs (h) (1) 
and (2) of this section shall continue to apply.
    (i) Warrants or rights outstanding. Information with respect to 
warrants or rights outstanding at the date of the related balance sheet 
shall be set forth as follows:
    (1) Title of issue of securities called for by warrants or rights.
    (2) Aggregate amount of securities called for by warrants or rights 
outstanding.
    (3) Date from which warrants or rights are exercisable.
    (4) Price at which warrant or right is exercisable.
    (j) [Reserved]
    (k) Related party transactions which affect the financial 
statements. (1) Related party transactions should be identified and the 
amounts stated on the face of the balance sheet, income statement, or 
statement of cash flows.
    (2) In cases where separate financial statements are presented for 
the registrant, certain investees, or subsidiaries, separate disclosure 
shall be made in such statements of the amounts in the related 
consolidated financial statements which are (i) eliminated and (ii) not 
eliminated. Also, any intercompany profits or losses resulting from 
transactions with related parties and not eliminated and the effects 
thereof shall be disclosed.
    (l) [Reserved]
    (m) Repurchase and reverse repurchase agreements--(1) Repurchase 
agreements (assets sold under agreements to repurchase). (i) If, as of 
the most recent balance sheet date, the carrying amount (or market 
value, if higher than the carrying amount or if there is no carrying 
amount) of the securities or other assets sold under agreements to 
repurchase (repurchase agreements) exceeds 10% of total assets, disclose 
separately in the balance sheet the aggregate amount of liabilities 
incurred pursuant to repurchase agreements including accrued interest 
payable thereon.
    (ii)(A) If, as of the most recent balance sheet date, the carrying 
amount (or market value, if higher than the carrying amount) of 
securities or other assets sold under repurchase agreements, other than 
securities or assets specified in paragraph (m)(1)(ii)(B) of this 
section, exceeds 10% of total assets, disclose in an appropriately 
captioned footnote containing a tabular presentation, segregated as to 
type of such securities or assets sold under agreements to repurchase 
(e.g., U.S. Treasury obligations, U.S. Government agency obligations and 
loans), the following information as of the balance sheet date for each 
such agreement or group of agreements (other than agreements involving 
securities or assets specified in paragraph (m)(1)(ii)(B) of this 
section) maturing (1) overnight; (2) term up to 30 days; (3) term of 30 
to 90 days; (4) term over 90 days and (5) demand:
    (i) The carrying amount and market value of the assets sold under 
agreement to repurchase, including accrued interest plus any cash or 
other assets on deposit under the repurchase agreements; and
    (ii) The repurchase liability associated with such transaction or 
group of transactions and the interest rate(s) thereon.
    (B) For purposes of paragraph (m)(1)(ii)(A) of this section only, do 
not

[[Page 285]]

include securities or other assets for which unrealized changes in 
market value are reported in current income or which have been obtained 
under reverse repurchase agreements.
    (iii) If, as of the most recent balance sheet date, the amount at 
risk under repurchase agreements with any individual counterparty or 
group of related counterparties exceeds 10% of stockholders' equity (or 
in the case of investment companies, net asset value), disclose the name 
of each such counterparty or group of related counterparties, the amount 
at risk with each, and the weighted average maturity of the repurchase 
agreements with each. The amount at risk under repurchase agreements is 
defined as the excess of carrying amount (or market value, if higher 
than the carrying amount or if there is no carrying amount) of the 
securities or other assets sold under agreement to repurchase, including 
accrued interest plus any cash or other assets on deposit to secure the 
repurchase obligation, over the amount of the repurchase liability 
(adjusted for accrued interest). (Cash deposits in connection with 
repurchase agreements shall not be reported as unrestricted cash 
pursuant to rule 5-02.1.)
    (2) Reverse repurchase agreements (assets purchased under agreements 
to resell). (i) If, as of the most recent balance sheet date, the 
aggregate carrying amount of reverse repurchase agreements (securities 
or other assets purchased under agreements to resell) exceeds 10% of 
total assets: (A) Disclose separately such amount in the balance sheet; 
and (B) disclose in an appropriately captioned footnote: (1) The 
registrant's policy with regard to taking possession of securities or 
other assets purchased under agreements to resell; and (2) whether or 
not there are any provisions to ensure that the market value of the 
underlying assets remains sufficient to protect the registrant in the 
event of default by the counterparty and if so, the nature of those 
provisions.
    (ii) If, as of the most recent balance sheet date, the amount at 
risk under reverse repurchase agreements with any individual 
counterparty or group of related counterparties exceeds 10% of 
stockholders' equity (or in the case of investment companies, net asset 
value), disclose the name of each such counterparty or group of related 
counterparties, the amount at risk with each, and the weighted average 
maturity of the reverse repurchase agreements with each. The amount at 
risk under reverse repurchase agreements is defined as the excess of the 
carrying amount of the reverse repurchase agreements over the market 
value of assets delivered pursuant to the agreements by the counterparty 
to the registrant (or to a third party agent that has affirmatively 
agreed to act on behalf of the registrant) and not returned to the 
counterparty, exept in exchange for their approximate market value in a 
separate transaction.
    (n) Accounting policies for certain derivative instruments. 
Disclosures regarding accounting policies shall include descriptions of 
the accounting policies used for derivative financial instruments and 
derivative commodity instruments and the methods of applying those 
policies that materially affect the determination of financial position, 
cash flows, or results of operation. This description shall include, to 
the extent material, each of the following items:
    (1) A discussion of each method used to account for derivative 
financial instruments and derivative commodity instruments;
    (2) The types of derivative financial instruments and derivative 
commodity instruments accounted for under each method; (3) The criteria 
required to be met for each accounting method used, including a 
discussion of the criteria required to be met for hedge or deferral 
accounting and accrual or settlement accounting (e.g., whether and how 
risk reduction, correlation, designation, and effectiveness tests are 
applied);
    (4) The accounting method used if the criteria specified in 
paragraph (n)(3) of this section are not met;
    (5) The method used to account for terminations of derivatives 
designated as hedges or derivatives used to affect directly or 
indirectly the terms, fair values, or cash flows of a designated item;
    (6) The method used to account for derivatives when the designated 
item matures, is sold, is extinguished, or is

[[Page 286]]

terminated. In addition, the method used to account for derivatives 
designated to an anticipated transaction, when the anticipated 
transaction is no longer likely to occur; and
    (7) Where and when derivative financial instruments and derivative 
commodity instruments, and their related gains and losses, are reported 
in the statements of financial position, cash flows, and results of 
operations.

Instructions to paragraph (n): 1. For purposes of this paragraph (n), 
derivative financial instruments and derivative commodity instruments 
(collectively referred to as ``derivatives'') are defined as follows:
    (i) Derivative financial instruments have the same meaning as 
defined by generally accepted accounting principles (see, e.g., FASB ASC 
Master Glossary, and include futures, forwards, swaps, options, and 
other financial instruments with similar characteristics.
    (ii) Derivative commodity instruments include, to the extent such 
instruments are not derivative financial instruments, commodity futures, 
commodity forwards, commodity swaps, commodity options, and other 
commodity instruments with similar characteristics that are permitted by 
contract or business custom to be settled in cash or with another 
financial instrument. For purposes of this paragraph, settlement in cash 
includes settlement in cash of the net change in value of the derivative 
commodity instrument (e.g., net cash settlement based on changes in the 
price of the underlying commodity).
    2. For purposes of paragraphs (n)(2), (n)(3), (n)(4), and (n)(7), 
the required disclosures should address separately derivatives entered 
into for trading purposes and derivatives entered into for purposes 
other than trading. For purposes of this paragraph, trading purposes 
means dealing and other trading activities measured at fair value with 
gains and losses recognized in earnings.
    3. For purposes of paragraph (n)(6), anticipated transactions means 
transactions (other than transactions involving existing assets or 
liabilities or transactions necessitated by existing firm commitments) 
an enterprise expects, but is not obligated, to carry out in the normal 
course of business.
    4. Registrants should provide disclosures required under paragraph 
(n) in filings with the Commission that include financial statements of 
fiscal periods ending after June 15, 1997.

[45 FR 63669, Sept. 25, 1980, as amended at 46 FR 56179, Nov. 16, 1981; 
50 FR 25215, June 18, 1985; 50 FR 49532, Dec. 3, 1985; 51 FR 3770, Jan. 
30, 1986; 57 FR 45293, Oct. 1, 1992; 59 FR 65636, Dec. 20, 1994; 62 FR 
6063, Feb. 10, 1997; 74 FR 18615, Apr. 23, 2009; 76 FR 50119, Aug. 12, 
2011]



Sec. 210.4-9  [Reserved]



Sec. 210.4-10  Financial accounting and reporting for oil and gas 
producing activities pursuant to the Federal securities laws and the
Energy Policy and Conservation Act of 1975.

    This section prescribes financial accounting and reporting standards 
for registrants with the Commission engaged in oil and gas producing 
activities in filings under the Federal securities laws and for the 
preparation of accounts by persons engaged, in whole or in part, in the 
production of crude oil or natural gas in the United States, pursuant to 
section 503 of the Energy Policy and Conservation Act of 1975 (42 U.S.C. 
6383) (EPCA) and section 11(c) of the Energy Supply and Environmental 
Coordination Act of 1974 (15 U.S.C. 796) (ESECA), as amended by section 
505 of EPCA. The application of this section to those oil and gas 
producing operations of companies regulated for ratemaking purposes on 
an individual-company-cost-of-service basis may, however, give 
appropriate recognition to differences arising because of the effect of 
the ratemaking process.

Exemption. Any person exempted by the Department of Energy from any 
record-keeping or reporting requirements pursuant to section 11(c) of 
ESECA, as amended, is similarly exempted from the related provisions of 
this section in the preparation of accounts pursuant to EPCA. This 
exemption does not affect the applicability of this section to filings 
pursuant to the Federal securities laws.

                               Definitions

    (a) Definitions. The following definitions apply to the terms listed 
below as they are used in this section:
    (1) Acquisition of properties. Costs incurred to purchase, lease or 
otherwise acquire a property, including costs of lease bonuses and 
options to purchase or lease properties, the portion of costs applicable 
to minerals when land including mineral rights is purchased in fee, 
brokers' fees, recording fees, legal costs, and other costs incurred in 
acquiring properties.
    (2) Analogous reservoir. Analogous reservoirs, as used in resources 
assessments, have similar rock and fluid

[[Page 287]]

properties, reservoir conditions (depth, temperature, and pressure) and 
drive mechanisms, but are typically at a more advanced stage of 
development than the reservoir of interest and thus may provide concepts 
to assist in the interpretation of more limited data and estimation of 
recovery. When used to support proved reserves, an ``analogous 
reservoir'' refers to a reservoir that shares the following 
characteristics with the reservoir of interest:
    (i) Same geological formation (but not necessarily in pressure 
communication with the reservoir of interest);
    (ii) Same environment of deposition;
    (iii) Similar geological structure; and
    (iv) Same drive mechanism.

Instruction to paragraph (a)(2): Reservoir properties must, in the 
aggregate, be no more favorable in the analog than in the reservoir of 
interest.

    (3) Bitumen. Bitumen, sometimes referred to as natural bitumen, is 
petroleum in a solid or semi-solid state in natural deposits with a 
viscosity greater than 10,000 centipoise measured at original 
temperature in the deposit and atmospheric pressure, on a gas free 
basis. In its natural state it usually contains sulfur, metals, and 
other non-hydrocarbons.
    (4) Condensate. Condensate is a mixture of hydrocarbons that exists 
in the gaseous phase at original reservoir temperature and pressure, but 
that, when produced, is in the liquid phase at surface pressure and 
temperature.
    (5) Deterministic estimate. The method of estimating reserves or 
resources is called deterministic when a single value for each parameter 
(from the geoscience, engineering, or economic data) in the reserves 
calculation is used in the reserves estimation procedure.
    (6) Developed oil and gas reserves. Developed oil and gas reserves 
are reserves of any category that can be expected to be recovered:
    (i) Through existing wells with existing equipment and operating 
methods or in which the cost of the required equipment is relatively 
minor compared to the cost of a new well; and
    (ii) Through installed extraction equipment and infrastructure 
operational at the time of the reserves estimate if the extraction is by 
means not involving a well.
    (7) Development costs. Costs incurred to obtain access to proved 
reserves and to provide facilities for extracting, treating, gathering 
and storing the oil and gas. More specifically, development costs, 
including depreciation and applicable operating costs of support 
equipment and facilities and other costs of development activities, are 
costs incurred to:
    (i) Gain access to and prepare well locations for drilling, 
including surveying well locations for the purpose of determining 
specific development drilling sites, clearing ground, draining, road 
building, and relocating public roads, gas lines, and power lines, to 
the extent necessary in developing the proved reserves.
    (ii) Drill and equip development wells, development-type 
stratigraphic test wells, and service wells, including the costs of 
platforms and of well equipment such as casing, tubing, pumping 
equipment, and the wellhead assembly.
    (iii) Acquire, construct, and install production facilities such as 
lease flow lines, separators, treaters, heaters, manifolds, measuring 
devices, and production storage tanks, natural gas cycling and 
processing plants, and central utility and waste disposal systems.
    (iv) Provide improved recovery systems.
    (8) Development project. A development project is the means by which 
petroleum resources are brought to the status of economically 
producible. As examples, the development of a single reservoir or field, 
an incremental development in a producing field, or the integrated 
development of a group of several fields and associated facilities with 
a common ownership may constitute a development project.
    (9) Development well. A well drilled within the proved area of an 
oil or gas reservoir to the depth of a stratigraphic horizon known to be 
productive.
    (10) Economically producible. The term economically producible, as 
it relates to a resource, means a resource which generates revenue that 
exceeds, or is reasonably expected to exceed, the costs of the 
operation. The value of the

[[Page 288]]

products that generate revenue shall be determined at the terminal point 
of oil and gas producing activities as defined in paragraph (a)(16) of 
this section.
    (11) Estimated ultimate recovery (EUR). Estimated ultimate recovery 
is the sum of reserves remaining as of a given date and cumulative 
production as of that date.
    (12) Exploration costs. Costs incurred in identifying areas that may 
warrant examination and in examining specific areas that are considered 
to have prospects of containing oil and gas reserves, including costs of 
drilling exploratory wells and exploratory-type stratigraphic test 
wells. Exploration costs may be incurred both before acquiring the 
related property (sometimes referred to in part as prospecting costs) 
and after acquiring the property. Principal types of exploration costs, 
which include depreciation and applicable operating costs of support 
equipment and facilities and other costs of exploration activities, are:
    (i) Costs of topographical, geographical and geophysical studies, 
rights of access to properties to conduct those studies, and salaries 
and other expenses of geologists, geophysical crews, and others 
conducting those studies. Collectively, these are sometimes referred to 
as geological and geophysical or G&G costs.
    (ii) Costs of carrying and retaining undeveloped properties, such as 
delay rentals, ad valorem taxes on properties, legal costs for title 
defense, and the maintenance of land and lease records.
    (iii) Dry hole contributions and bottom hole contributions.
    (iv) Costs of drilling and equipping exploratory wells.
    (v) Costs of drilling exploratory-type stratigraphic test wells.
    (13) Exploratory well. An exploratory well is a well drilled to find 
a new field or to find a new reservoir in a field previously found to be 
productive of oil or gas in another reservoir. Generally, an exploratory 
well is any well that is not a development well, an extension well, a 
service well, or a stratigraphic test well as those items are defined in 
this section.
    (14) Extension well. An extension well is a well drilled to extend 
the limits of a known reservoir.
    (15) Field. An area consisting of a single reservoir or multiple 
reservoirs all grouped on or related to the same individual geological 
structural feature and/or stratigraphic condition. There may be two or 
more reservoirs in a field that are separated vertically by intervening 
impervious, strata, or laterally by local geologic barriers, or by both. 
Reservoirs that are associated by being in overlapping or adjacent 
fields may be treated as a single or common operational field. The 
geological terms structural feature and stratigraphic condition are 
intended to identify localized geological features as opposed to the 
broader terms of basins, trends, provinces, plays, areas-of-interest, 
etc.
    (16) Oil and gas producing activities. (i) Oil and gas producing 
activities include:
    (A) The search for crude oil, including condensate and natural gas 
liquids, or natural gas (``oil and gas'') in their natural states and 
original locations;
    (B) The acquisition of property rights or properties for the purpose 
of further exploration or for the purpose of removing the oil or gas 
from such properties;
    (C) The construction, drilling, and production activities necessary 
to retrieve oil and gas from their natural reservoirs, including the 
acquisition, construction, installation, and maintenance of field 
gathering and storage systems, such as:
    (1) Lifting the oil and gas to the surface; and
    (2) Gathering, treating, and field processing (as in the case of 
processing gas to extract liquid hydrocarbons); and
    (D) Extraction of saleable hydrocarbons, in the solid, liquid, or 
gaseous state, from oil sands, shale, coalbeds, or other nonrenewable 
natural resources which are intended to be upgraded into synthetic oil 
or gas, and activities undertaken with a view to such extraction.

Instruction 1 to paragraph (a)(16)(i): The oil and gas production 
function shall be regarded as ending at a ``terminal point'', which is 
the outlet valve on the lease or field

[[Page 289]]

storage tank. If unusual physical or operational circumstances exist, it 
may be appropriate to regard the terminal point for the production 
function as:
    a. The first point at which oil, gas, or gas liquids, natural or 
synthetic, are delivered to a main pipeline, a common carrier, a 
refinery, or a marine terminal; and
    b. In the case of natural resources that are intended to be upgraded 
into synthetic oil or gas, if those natural resources are delivered to a 
purchaser prior to upgrading, the first point at which the natural 
resources are delivered to a main pipeline, a common carrier, a 
refinery, a marine terminal, or a facility which upgrades such natural 
resources into synthetic oil or gas.
    Instruction 2 to paragraph (a)(16)(i): For purposes of this 
paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons 
that are saleable in the state in which the hydrocarbons are delivered.

    (ii) Oil and gas producing activities do not include:
    (A) Transporting, refining, or marketing oil and gas;
    (B) Processing of produced oil, gas or natural resources that can be 
upgraded into synthetic oil or gas by a registrant that does not have 
the legal right to produce or a revenue interest in such production;
    (C) Activities relating to the production of natural resources other 
than oil, gas, or natural resources from which synthetic oil and gas can 
be extracted; or
    (D) Production of geothermal steam.
    (17) Possible reserves. Possible reserves are those additional 
reserves that are less certain to be recovered than probable reserves.
    (i) When deterministic methods are used, the total quantities 
ultimately recovered from a project have a low probability of exceeding 
proved plus probable plus possible reserves. When probabilistic methods 
are used, there should be at least a 10% probability that the total 
quantities ultimately recovered will equal or exceed the proved plus 
probable plus possible reserves estimates.
    (ii) Possible reserves may be assigned to areas of a reservoir 
adjacent to probable reserves where data control and interpretations of 
available data are progressively less certain. Frequently, this will be 
in areas where geoscience and engineering data are unable to define 
clearly the area and vertical limits of commercial production from the 
reservoir by a defined project.
    (iii) Possible reserves also include incremental quantities 
associated with a greater percentage recovery of the hydrocarbons in 
place than the recovery quantities assumed for probable reserves.
    (iv) The proved plus probable and proved plus probable plus possible 
reserves estimates must be based on reasonable alternative technical and 
commercial interpretations within the reservoir or subject project that 
are clearly documented, including comparisons to results in successful 
similar projects.
    (v) Possible reserves may be assigned where geoscience and 
engineering data identify directly adjacent portions of a reservoir 
within the same accumulation that may be separated from proved areas by 
faults with displacement less than formation thickness or other 
geological discontinuities and that have not been penetrated by a 
wellbore, and the registrant believes that such adjacent portions are in 
communication with the known (proved) reservoir. Possible reserves may 
be assigned to areas that are structurally higher or lower than the 
proved area if these areas are in communication with the proved 
reservoir.
    (vi) Pursuant to paragraph (a)(22)(iii) of this section, where 
direct observation has defined a highest known oil (HKO) elevation and 
the potential exists for an associated gas cap, proved oil reserves 
should be assigned in the structurally higher portions of the reservoir 
above the HKO only if the higher contact can be established with 
reasonable certainty through reliable technology. Portions of the 
reservoir that do not meet this reasonable certainty criterion may be 
assigned as probable and possible oil or gas based on reservoir fluid 
properties and pressure gradient interpretations.
    (18) Probable reserves. Probable reserves are those additional 
reserves that are less certain to be recovered than proved reserves but 
which, together with proved reserves, are as likely as not to be 
recovered.
    (i) When deterministic methods are used, it is as likely as not that 
actual

[[Page 290]]

remaining quantities recovered will exceed the sum of estimated proved 
plus probable reserves. When probabilistic methods are used, there 
should be at least a 50% probability that the actual quantities 
recovered will equal or exceed the proved plus probable reserves 
estimates.
    (ii) Probable reserves may be assigned to areas of a reservoir 
adjacent to proved reserves where data control or interpretations of 
available data are less certain, even if the interpreted reservoir 
continuity of structure or productivity does not meet the reasonable 
certainty criterion. Probable reserves may be assigned to areas that are 
structurally higher than the proved area if these areas are in 
communication with the proved reservoir.
    (iii) Probable reserves estimates also include potential incremental 
quantities associated with a greater percentage recovery of the 
hydrocarbons in place than assumed for proved reserves.
    (iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) 
of this section.
    (19) Probabilistic estimate. The method of estimation of reserves or 
resources is called probabilistic when the full range of values that 
could reasonably occur for each unknown parameter (from the geoscience 
and engineering data) is used to generate a full range of possible 
outcomes and their associated probabilities of occurrence.
    (20) Production costs. (i) Costs incurred to operate and maintain 
wells and related equipment and facilities, including depreciation and 
applicable operating costs of support equipment and facilities and other 
costs of operating and maintaining those wells and related equipment and 
facilities. They become part of the cost of oil and gas produced. 
Examples of production costs (sometimes called lifting costs) are:
    (A) Costs of labor to operate the wells and related equipment and 
facilities.
    (B) Repairs and maintenance.
    (C) Materials, supplies, and fuel consumed and supplies utilized in 
operating the wells and related equipment and facilities.
    (D) Property taxes and insurance applicable to proved properties and 
wells and related equipment and facilities.
    (E) Severance taxes.
    (ii) Some support equipment or facilities may serve two or more oil 
and gas producing activities and may also serve transportation, 
refining, and marketing activities. To the extent that the support 
equipment and facilities are used in oil and gas producing activities, 
their depreciation and applicable operating costs become exploration, 
development or production costs, as appropriate. Depreciation, 
depletion, and amortization of capitalized acquisition, exploration, and 
development costs are not production costs but also become part of the 
cost of oil and gas produced along with production (lifting) costs 
identified above.
    (21) Proved area. The part of a property to which proved reserves 
have been specifically attributed.
    (22) Proved oil and gas reserves. Proved oil and gas reserves are 
those quantities of oil and gas, which, by analysis of geoscience and 
engineering data, can be estimated with reasonable certainty to be 
economically producible--from a given date forward, from known 
reservoirs, and under existing economic conditions, operating methods, 
and government regulations--prior to the time at which contracts 
providing the right to operate expire, unless evidence indicates that 
renewal is reasonably certain, regardless of whether deterministic or 
probabilistic methods are used for the estimation. The project to 
extract the hydrocarbons must have commenced or the operator must be 
reasonably certain that it will commence the project within a reasonable 
time.
    (i) The area of the reservoir considered as proved includes:
    (A) The area identified by drilling and limited by fluid contacts, 
if any, and
    (B) Adjacent undrilled portions of the reservoir that can, with 
reasonable certainty, be judged to be continuous with it and to contain 
economically producible oil or gas on the basis of available geoscience 
and engineering data.
    (ii) In the absence of data on fluid contacts, proved quantities in 
a reservoir are limited by the lowest known hydrocarbons (LKH) as seen 
in a well

[[Page 291]]

penetration unless geoscience, engineering, or performance data and 
reliable technology establishes a lower contact with reasonable 
certainty.
    (iii) Where direct observation from well penetrations has defined a 
highest known oil (HKO) elevation and the potential exists for an 
associated gas cap, proved oil reserves may be assigned in the 
structurally higher portions of the reservoir only if geoscience, 
engineering, or performance data and reliable technology establish the 
higher contact with reasonable certainty.
    (iv) Reserves which can be produced economically through application 
of improved recovery techniques (including, but not limited to, fluid 
injection) are included in the proved classification when:
    (A) Successful testing by a pilot project in an area of the 
reservoir with properties no more favorable than in the reservoir as a 
whole, the operation of an installed program in the reservoir or an 
analogous reservoir, or other evidence using reliable technology 
establishes the reasonable certainty of the engineering analysis on 
which the project or program was based; and
    (B) The project has been approved for development by all necessary 
parties and entities, including governmental entities.
    (v) Existing economic conditions include prices and costs at which 
economic producibility from a reservoir is to be determined. The price 
shall be the average price during the 12-month period prior to the 
ending date of the period covered by the report, determined as an 
unweighted arithmetic average of the first-day-of-the-month price for 
each month within such period, unless prices are defined by contractual 
arrangements, excluding escalations based upon future conditions.
    (23) Proved properties. Properties with proved reserves.
    (24) Reasonable certainty. If deterministic methods are used, 
reasonable certainty means a high degree of confidence that the 
quantities will be recovered. If probabilistic methods are used, there 
should be at least a 90% probability that the quantities actually 
recovered will equal or exceed the estimate. A high degree of confidence 
exists if the quantity is much more likely to be achieved than not, and, 
as changes due to increased availability of geoscience (geological, 
geophysical, and geochemical), engineering, and economic data are made 
to estimated ultimate recovery (EUR) with time, reasonably certain EUR 
is much more likely to increase or remain constant than to decrease.
    (25) Reliable technology. Reliable technology is a grouping of one 
or more technologies (including computational methods) that has been 
field tested and has been demonstrated to provide reasonably certain 
results with consistency and repeatability in the formation being 
evaluated or in an analogous formation.
    (26) Reserves. Reserves are estimated remaining quantities of oil 
and gas and related substances anticipated to be economically 
producible, as of a given date, by application of development projects 
to known accumulations. In addition, there must exist, or there must be 
a reasonable expectation that there will exist, the legal right to 
produce or a revenue interest in the production, installed means of 
delivering oil and gas or related substances to market, and all permits 
and financing required to implement the project.

    Note to paragraph (a)(26): Reserves should not be assigned to 
adjacent reservoirs isolated by major, potentially sealing, faults until 
those reservoirs are penetrated and evaluated as economically 
producible. Reserves should not be assigned to areas that are clearly 
separated from a known accumulation by a non-productive reservoir (i.e., 
absence of reservoir, structurally low reservoir, or negative test 
results). Such areas may contain prospective resources (i.e., 
potentially recoverable resources from undiscovered accumulations).

    (27) Reservoir. A porous and permeable underground formation 
containing a natural accumulation of producible oil and/or gas that is 
confined by impermeable rock or water barriers and is individual and 
separate from other reservoirs.
    (28) Resources. Resources are quantities of oil and gas estimated to 
exist in naturally occurring accumulations. A portion of the resources 
may be estimated to be recoverable, and another

[[Page 292]]

portion may be considered to be unrecoverable. Resources include both 
discovered and undiscovered accumulations.
    (29) Service well. A well drilled or completed for the purpose of 
supporting production in an existing field. Specific purposes of service 
wells include gas injection, water injection, steam injection, air 
injection, salt-water disposal, water supply for injection, observation, 
or injection for in-situ combustion.
    (30) Stratigraphic test well. A stratigraphic test well is a 
drilling effort, geologically directed, to obtain information pertaining 
to a specific geologic condition. Such wells customarily are drilled 
without the intent of being completed for hydrocarbon production. The 
classification also includes tests identified as core tests and all 
types of expendable holes related to hydrocarbon exploration. 
Stratigraphic tests are classified as ``exploratory type'' if not 
drilled in a known area or ``development type'' if drilled in a known 
area.
    (31) Undeveloped oil and gas reserves. Undeveloped oil and gas 
reserves are reserves of any category that are expected to be recovered 
from new wells on undrilled acreage, or from existing wells where a 
relatively major expenditure is required for recompletion.
    (i) Reserves on undrilled acreage shall be limited to those directly 
offsetting development spacing areas that are reasonably certain of 
production when drilled, unless evidence using reliable technology 
exists that establishes reasonable certainty of economic producibility 
at greater distances.
    (ii) Undrilled locations can be classified as having undeveloped 
reserves only if a development plan has been adopted indicating that 
they are scheduled to be drilled within five years, unless the specific 
circumstances, justify a longer time.
    (iii) Under no circumstances shall estimates for undeveloped 
reserves be attributable to any acreage for which an application of 
fluid injection or other improved recovery technique is contemplated, 
unless such techniques have been proved effective by actual projects in 
the same reservoir or an analogous reservoir, as defined in paragraph 
(a)(2) of this section, or by other evidence using reliable technology 
establishing reasonable certainty.
    (32) Unproved properties. Properties with no proved reserves.

                        Successful Efforts Method

    (b) A reporting entity that follows the successful efforts method 
shall comply with the accounting and financial reporting disclosure 
requirements of FASB ASC Topic 932, Extractive Activities--Oil and Gas.

                            Full Cost Method

    (c) Application of the full cost method of accounting. A reporting 
entity that follows the full cost method shall apply that method to all 
of its operations and to the operations of its subsidiaries, as follows:
    (1) Determination of cost centers. Cost centers shall be established 
on a country-by-country basis.
    (2) Costs to be capitalized. All costs associated with property 
acquisition, exploration, and development activities (as defined in 
paragraph (a) of this section) shall be capitalized within the 
appropriate cost center. Any internal costs that are capitalized shall 
be limited to those costs that can be directly identified with 
acquisition, exploration, and development activities undertaken by the 
reporting entity for its own account, and shall not include any costs 
related to production, general corporate overhead, or similar 
activities.
    (3) Amortization of capitalized costs. Capitalized costs within a 
cost center shall be amortized on the unit-of-production basis using 
proved oil and gas reserves, as follows:
    (i) Costs to be amortized shall include (A) all capitalized costs, 
less accumulated amortization, other than the cost of properties 
described in paragraph (ii) below; (B) the estimated future expenditures 
(based on current costs) to be incurred in developing proved reserves; 
and (C) estimated dismantlement and abandonment costs, net of estimated 
salvage values.
    (ii) The cost of investments in unproved properties and major 
development projects may be excluded from capitalized costs to be 
amortized, subject to the following:

[[Page 293]]

    (A) All costs directly associated with the acquisition and 
evaluation of unproved properties may be excluded from the amortization 
computation until it is determined whether or not proved reserves can be 
assigned to the properties, subject to the following conditions:
    (1) Until such a determination is made, the properties shall be 
assessed at least annually to ascertain whether impairment has occurred. 
Unevaluated properties whose costs are individually significant shall be 
assessed individually. Where it is not practicable to individually 
assess the amount of impairment of properties for which costs are not 
individually significant, such properties may be grouped for purposes of 
assessing impairment. Impairment may be estimated by applying factors 
based on historical experience and other data such as primary lease 
terms of the properties, average holding periods of unproved properties, 
and geographic and geologic data to groupings of individually 
insignificant properties and projects. The amount of impairment assessed 
under either of these methods shall be added to the costs to be 
amortized.
    (2) The costs of drilling exploratory dry holes shall be included in 
the amortization base immediately upon determination that the well is 
dry.
    (3) If geological and geophysical costs cannot be directly 
associated with specific unevaluated properties, they shall be included 
in the amortization base as incurred. Upon complete evaluation of a 
property, the total remaining excluded cost (net of any impairment) 
shall be included in the full cost amortization base.
    (B) Certain costs may be excluded from amortization when incurred in 
connection with major development projects expected to entail 
significant costs to ascertain the quantities of proved reserves 
attributable to the properties under development (e.g., the installation 
of an offshore drilling platform from which development wells are to be 
drilled, the installation of improved recovery programs, and similar 
major projects undertaken in the expectation of significant additions to 
proved reserves). The amounts which may be excluded are applicable 
portions of (1) the costs that relate to the major development project 
and have not previously been included in the amortization base, and (2) 
the estimated future expenditures associated with the development 
project. The excluded portion of any common costs associated with the 
development project should be based, as is most appropriate in the 
circumstances, on a comparison of either (i) existing proved reserves to 
total proved reserves expected to be established upon completion of the 
project, or (ii) the number of wells to which proved reserves have been 
assigned and total number of wells expected to be drilled. Such costs 
may be excluded from costs to be amortized until the earlier 
determination of whether additional reserves are proved or impairment 
occurs.
    (C) Excluded costs and the proved reserves related to such costs 
shall be transferred into the amortization base on an ongoing (well-by-
well or property-by-property) basis as the project is evaluated and 
proved reserves established or impairment determined. Once proved 
reserves are established, there is no further justification for 
continued exclusion from the full cost amortization base even if other 
factors prevent immediate production or marketing.
    (iii) Amortization shall be computed on the basis of physical units, 
with oil and gas converted to a common unit of measure on the basis of 
their approximate relative energy content, unless economic circumstances 
(related to the effects of regulated prices) indicate that use of units 
of revenue is a more appropriate basis of computing amortization. In the 
latter case, amortization shall be computed on the basis of current 
gross revenues (excluding royalty payments and net profits 
disbursements) from production in relation to future gross revenues, 
based on current prices (including consideration of changes in existing 
prices provided only by contractual arrangements), from estimated 
production of proved oil and gas reserves. The effect of a significant 
price increase during the year on estimated future gross revenues shall 
be reflected in the amortization provision only for the period after the 
price increase occurs.

[[Page 294]]

    (iv) In some cases it may be more appropriate to depreciate natural 
gas cycling and processing plants by a method other than the unit-of-
production method.
    (v) Amortization computations shall be made on a consolidated basis, 
including investees accounted for on a proportionate consolidation 
basis. Investees accounted for on the equity method shall be treated 
separately.
    (4) Limitation on capitalized costs. (i) For each cost center, 
capitalized costs, less accumulated amortization and related deferred 
income taxes, shall not exceed an amount (the cost center ceiling) equal 
to the sum of:
    (A) The present value of estimated future net revenues computed by 
applying current prices of oil and gas reserves (with consideration of 
price changes only to the extent provided by contractual arrangements) 
to estimated future production of proved oil and gas reserves as of the 
date of the latest balance sheet presented, less estimated future 
expenditures (based on current costs) to be incurred in developing and 
producing the proved reserves computed using a discount factor of ten 
percent and assuming continuation of existing economic conditions; plus
    (B) the cost of properties not being amortized pursuant to paragraph 
(i)(3)(ii) of this section; plus
    (C) the lower of cost or estimated fair value of unproven properties 
included in the costs being amortized; less
    (D) income tax effects related to differences between the book and 
tax basis of the properties referred to in paragraphs (i)(4)(i) (B) and 
(C) of this section.
    (ii) If unamortized costs capitalized within a cost center, less 
related deferred income taxes, exceed the cost center ceiling, the 
excess shall be charged to expense and separately disclosed during the 
period in which the excess occurs. Amounts thus required to be written 
off shall not be reinstated for any subsequent increase in the cost 
center ceiling.
    (5) Production costs. All costs relating to production activities, 
including workover costs incurred solely to maintain or increase levels 
of production from an existing completion interval, shall be charged to 
expense as incurred.
    (6) Other transactions. The provisions of paragraph (h) of this 
section, ``Mineral property conveyances and related transactions if the 
successful efforts method of accounting is followed,'' shall apply also 
to those reporting entities following the full cost method except as 
follows:
    (i) Sales and abandonments of oil and gas properties. Sales of oil 
and gas properties, whether or not being amortized currently, shall be 
accounted for as adjustments of capitalized costs, with no gain or loss 
recognized, unless such adjustments would significantly alter the 
relationship between capitalized costs and proved reserves of oil and 
gas attributable to a cost center. For instance, a significant 
alteration would not ordinarily be expected to occur for sales involving 
less than 25 percent of the reserve quantities of a given cost center. 
If gain or loss is recognized on such a sale, total capitalization costs 
within the cost center shall be allocated between the reserves sold and 
reserves retained on the same basis used to compute amortization, unless 
there are substantial economic differences between the properties sold 
and those retained, in which case capitalized costs shall be allocated 
on the basis of the relative fair values of the properties. Abandonments 
of oil and gas properties shall be accounted for as adjustments of 
capitalized costs; that is, the cost of abandoned properties shall be 
charged to the full cost center and amortized (subject to the limitation 
on capitalized costs in paragraph (b) of this section).
    (ii) Purchases of reserves. Purchases of oil and gas reserves in 
place ordinarily shall be accounted for as additional capitalized costs 
within the applicable cost center; however, significant purchases of 
production payments or properties with lives substantially shorter than 
the composite productive life of the cost center shall be accounted for 
separately.
    (iii) Partnerships, joint ventures and drilling arrangements. (A) 
Except as provided in paragraph (i)(6)(i) of this section, all 
consideration received from

[[Page 295]]

sales or transfers of properties in connection with partnerships, joint 
venture operations, or various other forms of drilling arrangements 
involving oil and gas exploration and development activities (e.g., 
carried interest, turnkey wells, management fees, etc.) shall be 
credited to the full cost account, except to the extent of amounts that 
represent reimbursement of organization, offering, general and 
administrative expenses, etc., that are identifiable with the 
transaction, if such amounts are currently incurred and charged to 
expense.
    (B) Where a registrant organizes and manages a limited partnership 
involved only in the purchase of proved developed properties and 
subsequent distribution of income from such properties, management fee 
income may be recognized provided the properties involved do not require 
aggregate development expenditures in connection with production of 
existing proved reserves in excess of 10% of the partnership's recorded 
cost of such properties. Any income not recognized as a result of this 
limitation would be credited to the full cost account and recognized 
through a lower amortization provision as reserves are produced.
    (iv) Other services. No income shall be recognized in connection 
with contractual services performed (e.g. drilling, well service, or 
equipment supply services, etc.) in connection with properties in which 
the registrant or an affiliate (as defined in Sec. 210.1-02(b)) holds an 
ownership or other economic interest, except as follows:
    (A) Where the registrant acquires an interest in the properties in 
connection with the service contract, income may be recognized to the 
extent the cash consideration received exceeds the related contract 
costs plus the registrant's share of costs incurred and estimated to be 
incurred in connection with the properties. Ownership interests acquired 
within one year of the date of such a contract are considered to be 
acquired in connection with the service for purposes of applying this 
rule. The amount of any guarantees or similar arrangements undertaken as 
part of this contract should be considered as part of the costs related 
to the properties for purposes of applying this rule.
    (B) Where the registrant acquired an interest in the properties at 
least one year before the date of the service contract through 
transactions unrelated to the service contract, and that interest is 
unaffected by the service contract, income from such contract may be 
recognized subject to the general provisions for elimination of inter-
company profit under generally accepted accounting principles.
    (C) Notwithstanding the provisions of paragraphs (i)(6)(iv) (A) and 
(B) of this section, no income may be recognized for contractual 
services performed on behalf of investors in oil and gas producing 
activities managed by the registrant or an affiliate. Furthermore, no 
income may be recognized for contractual services to the extent that the 
consideration received for such services represents an interest in the 
underlying property.
    (D) Any income not recognized as a result of these rules would be 
credited to the full cost account and recognized through a lower 
amortization provision as reserves are produced.
    (7) Disclosures. Reporting entities that follow the full cost method 
of accounting shall disclose all of the information required by 
paragraph (k) of this section, with each cost center considered as a 
separate geographic area, except that reasonable groupings may be made 
of cost centers that are not significant in the aggregate. In addition:
    (i) For each cost center for each year that an income statement is 
required, disclose the total amount of amortization expense (per 
equivalent physical unit of production if amortization is computed on 
the basis of physical units or per dollar of gross revenue from 
production if amortization is computed on the basis of gross revenue).
    (ii) State separately on the face of the balance sheet the aggregate 
of the capitalized costs of unproved properties and major development 
projects that are excluded, in accordance with paragraph (i)(3) of this 
section, from the capitalized costs being amortized. Provide a 
description in the notes to the financial statements of the current 
status of the significant properties or

[[Page 296]]

projects involved, including the anticipated timing of the inclusion of 
the costs in the amortization computation. Present a table that shows, 
by category of cost, (A) the total costs excluded as of the most recent 
fiscal year; and (B) the amounts of such excluded costs, incurred (1) in 
each of the three most recent fiscal years and (2) in the aggregate for 
any earlier fiscal years in which the costs were incurred. Categories of 
cost to be disclosed include acquisition costs, exploration costs, 
development costs in the case of significant development projects and 
capitalized interest.
    (8) For purposes of this paragraph (c), the term ``current price'' 
shall mean the average price during the 12-month period prior to the 
ending date of the period covered by the report, determined as an 
unweighted arithmetic average of the first-day-of-the-month price for 
each month within such period, unless prices are defined by contractual 
arrangements, excluding escalations based upon future conditions.

                              Income Taxes

    (d) Income taxes. Comprehensive interperiod income tax allocation by 
a method which complies with generally accepted accounting principles 
shall be followed for intangible drilling and development costs and 
other costs incurred that enter into the determination of taxable income 
and pretax accounting income in different periods.

[43 FR 60405, Dec. 27, 1978, as amended at 43 FR 60417, Dec. 27, 1978; 
44 FR 57036, 57038, Oct. 9, 1979; 45 FR 27749, Apr. 24, 1980. 
Redesignated and amended at 45 FR 63669, Sept. 25, 1980; 47 FR 57913, 
Dec. 29, 1982; 48 FR 44200, Sept. 28, 1983; 49 FR 18473, May 1, 1984; 57 
FR 45293, Oct. 1, 1992; 61 FR 30401, June 14, 1996; 74 FR 2190, Jan. 14, 
2009; 76 FR 50119, Aug. 12, 2011]

                   Commercial and Industrial Companies



Sec. 210.5-01  Application of Secs. 210.5-01 to 210.5-04.

    Sections 210.5-01 to 210.5-04 shall be applicable to financial 
statements filed for all persons except--
    (a) Registered investment companies (see Secs. 210.6-01 to 210.6-
10).
    (b) Employee stock purchase, savings and similar plans (see 
Secs. 210.6A-01 to 210.6A-05).
    (c) Insurance companies (see Secs. 210.7-01 to 210.7-05).
    (d) Bank holding companies and banks (see Secs. 210.9-01 to 210.9-
07).
    (e) Brokers and dealers when filing Form X-17A-5 [249.617] (see 
Secs. 240.17a-5 and 240.17a-10 under the Securities Exchange Act of 
1934).

[50 FR 49533, Dec. 3, 1985]



Sec. 210.5-02  Balance sheets.

    The purpose of this rule is to indicate the various line items and 
certain additional disclosures which, if applicable, and except as 
otherwise permitted by the Commission, should appear on the face of the 
balance sheets or related notes filed for the persons to whom this 
article pertains (see Sec. 210.4-01(a)).

                         Assets and Other Debits

                    Current Assets, when appropriate

                           [See Sec. 210.4-05]

    1. Cash and cash items. Separate disclosure shall be made of the 
cash and cash items which are restricted as to withdrawal or usage. The 
provisions of any restrictions shall be described in a note to the 
financial statements. Restrictions may include legally restricted 
deposits held as compensating balances against short-term borrowing 
arrangements, contracts entered into with others, or company statements 
of intention with regard to particular deposits; however, time deposits 
and short-term certificates of deposit are not generally included in 
legally restricted deposits. In cases where compensating balance 
arrangements exist but are not agreements which legally restrict the use 
of cash amounts shown on the balance sheet, describe in the notes to the 
financial statements these arrangements and the amount involved, if 
determinable, for the most recent audited balance sheet required and for 
any subsequent unaudited balance sheet required in the notes to the 
financial statements. Compensating balances that are maintained under an 
agreement to assure future credit availability shall be disclosed in the 
notes to the financial statements along with the amount and terms of 
such agreement.
    2. Marketable securities. The accounting and disclosure requirements 
for current marketable equity securities are specified by generally 
accepted accounting principles. With respect to all other current 
marketable securities, state, parenthetically or otherwise, the basis of 
determining the aggregate

[[Page 297]]

amount shown in the balance sheet, along with the alternatives of the 
aggregate cost or the aggregate market value at the balance sheet date.
    3. Accounts and notes receivable. (a) State separately amounts 
receivable from (1) customers (trade); (2) related parties (see 
Sec. 210.4-08(k)); (3) underwriters, promoters, and employees (other 
than related parties) which arose in other than the ordinary course of 
business; and (4) others.
    (b) If the aggregate amount of notes receivable exceeds 10 percent 
of the aggregate amount of receivables, the above information shall be 
set forth separately, in the balance sheet or in a note thereto, for 
accounts receivable and notes receivable.
    (c) If receivables include amounts due under long-term contracts 
(see Sec. 210.5-02.6(d)), state separately in the balance sheet or in a 
note to the financial statements the following amounts:
    (1) Balances billed but not paid by customers under retainage 
provisions in contracts.
    (2) Amounts representing the recognized sales value of performance 
and such amounts that had not been billed and were not billable to 
customers at the date of the balance sheet. Include a general 
description of the prerequisites for billing.
    (3) Billed or unbilled amounts representing claims or other similar 
items subject to uncertainty concerning their determination or ultimate 
realization. Include a description of the nature and status of the 
principal items comprising such amount.
    (4) With respect to (1) through (3) above, also state the amounts 
included in each item which are expected to be collected after one year. 
Also state, by year, if practicable, when the amounts of retainage (see 
(1) above) are expected to be collected.
    4. Allowances for doubtful accounts and notes receivable. The amount 
is to be set forth separately in the balance sheet or in a note thereto.
    5. Unearned income.
    6. Inventories. (a) State separately in the balance sheet or in a 
note thereto, if practicable, the amounts of major classes of inventory 
such as: (1) Finished goods; (2) inventoried costs relating to long-term 
contracts or programs (see (d) below and Sec. 210.4-05); (3) work in 
process (see Sec. 210.4-05); (4) raw materials; and (5) supplies. If the 
method of calculating a LIFO inventory does not allow for the practical 
determination of amounts assigned to major classes of inventory, the 
amounts of those classes may be stated under cost flow assumptions other 
that LIFO with the excess of such total amount over the aggregate LIFO 
amount shown as a deduction to arrive at the amount of the LIFO 
inventory.
    (b) The basis of determining the amounts shall be stated.
    If cost is used to determine any portion of the inventory amounts, 
the description of this method shall include the nature of the cost 
elements included in inventory. Elements of cost include, among other 
items, retained costs representing the excess of manufacturing or 
production costs over the amounts charged to cost of sales or delivered 
or in-process units, initial tooling or other deferred startup costs, or 
general and administrative costs.
    The method by which amounts are removed from inventory (e.g., 
average cost, first-in, first-out, last-in, first-out, estimated average 
cost per unit) shall be described. If the estimated average cost per 
unit is used as a basis to determine amounts removed from inventory 
under a total program or similar basis of accounting, the principal 
assumptions (including, where meaningful, the aggregate number of units 
expected to be delivered under the program, the number of units 
delivered to date and the number of units on order) shall be disclosed.
    If any general and administrative costs are charged to inventory, 
state in a note to the financial statements the aggregate amount of the 
general and administrative costs incurred in each period and the actual 
or estimated amount remaining in inventory at the date of each balance 
sheet.
    (c) If the LIFO inventory method is used, the excess of replacement 
or current cost over stated LIFO value shall, if material, be stated 
parenthetically or in a note to the financial statements.
    (d) For purposes of Secs. 210.5-02.3 and 210.5-02.6, long-term 
contracts or programs include (1) all contracts or programs for which 
gross profits are recognized on a percentage-of-completion method of 
accounting or any variant thereof (e.g., delivered unit, cost to cost, 
physical completion), and (2) any contracts or programs accounted for on 
a completed contract basis of accounting where, in either case, the 
contracts or programs have associated with them material amounts of 
inventories or unbilled receivables and where such contracts or programs 
have been or are expected to be performed over a period of more than 
twelve months. Contracts or programs of shorter duration may also be 
included, if deemed appropriate.
    For all long-term contracts or programs, the following information, 
if applicable, shall be stated in a note to the financial statements:
    (i) The aggregate amount of manufacturing or production costs and 
any related deferred costs (e.g., initial tooling costs) which exceeds 
the aggregate estimated cost of all in-process and delivered units on 
the basis of the estimated average cost of all units expected to be 
produced under long-term contracts and programs not yet complete, as 
well as that portion of such amount which would not be absorbed in cost 
of sales based

[[Page 298]]

on existing firm orders at the latest balance sheet date. In addition, 
if practicable, disclose the amount of deferred costs by type of cost 
(e.g., initial tooling, deferred production, etc.).
    (ii) The aggregate amount representing claims or other similar items 
subject to uncertainty concerning their determination or ultimate 
realization, and include a description of the nature and status of the 
principal items comprising such aggregate amount.
    (iii) The amount of progress payments netted against inventory at 
the date of the balance sheet.
    7. Prepaid expenses.
    8. Other current assets. State separately, in the balance sheet or 
in a note thereto, any amounts in excess of five percent of total 
current assets.
    9. Total current assets, when appropriate.
    10. Securities of related parties. (See Sec. 210.4-08(k).)
    11. Indebtedness of related parties--not current. (See Sec. 210.4-
08(k).)
    12. Other investments. The accounting and disclosure requirements 
for non-current marketable equity securities are specified by generally 
accepted accounting principles. With respect to other security 
investments and any other investment, state, parenthetically or 
otherwise, the basis of determining the aggregate amounts shown in the 
balance sheet, along with the alternate of the aggregate cost or 
aggregate market value at the balance sheet date.
    13. Property, plant and equipment.
    (a) State the basis of determining the amounts.
    (b) Tangible and intangible utility plant of a public utility 
company shall be segregated so as to show separately the original cost, 
plant acquisition adjustments, and plant adjustments, as required by the 
system of accounts prescribed by the applicable regulatory authorities. 
This rule shall not be applicable in respect to companies which are not 
required to make such a classification.
    14. Accumulated depreciation, depletion, and amortization of 
property, plant and equipment. The amount is to be set forth separately 
in the balance sheet or in a note thereto.
    15. Intangible assets. State separately each class of such assets 
which is in excess of five percent of the total assets, along with the 
basis of determining the respective amounts. Any significant addition or 
deletion shall be explained in a note.
    16. Accumulated depreciation and amortization of intangible assets. 
The amount is to be set forth separately in the balance sheet or in a 
note thereto.
    17. Other assets. State separately, in the balance sheet or in a 
note thereto, any other item not properly classed in one of the 
preceding asset captions which is in excess of five percent to total 
assets. Any significant addition or deletion should be explained in a 
note. With respect to any significant deferred charge, state the policy 
for deferral and amortization.
    18. Total assets.

                  Liabilities and Stockholders' Equity

        Current Liabilities, When Appropriate (See Sec. 210.4-05)

    19. Accounts and notes payable. (a) State separately amounts payable 
to (1) banks for borrowings; (2) factors or other financial institutions 
for borrowings; (3) holders of commercial paper; (4) trade creditors; 
(5) related parties (see Sec. 210.4-08(k)); (6) underwriters, promoters, 
and employees (other than related parties); and (7) others. Amounts 
applicable to (1), (2) and (3) may be stated separately in the balance 
sheet or in a note thereto.
    (b) The amount and terms (including commitment fees and the 
conditions under which lines may be withdrawn) of unused lines of credit 
for short-term financing shall be disclosed, if significant, in the 
notes to the financial statements. The weighted average interest rate on 
short term borrowings outstanding as of the date of each balance sheet 
presented shall be furnished in a note. The amount of these lines of 
credit which support a commercial paper borrowing arrangement or similar 
arrangements shall be separately identified.
    20. Other current liabilities. State separately, in the balance 
sheet or in a note thereto, any item in excess of 5 percent of total 
current liabilities. Such items may include, but are not limited to, 
accrued payrolls, accrued interest, taxes, indicating the current 
portion of deferred income taxes, and the current portion of long-term 
debt. Remaining items may be shown in one amount.
    21. Total current liabilities, when appropriate.

                             Long-Term Debt

    22. Bonds, mortgages and other long-term debt, including capitalized 
leases. (a) State separately, in the balance sheet or in a note thereto, 
each issue or type of obligation and such information as will indicate 
(see Sec. 210.4-06):
    (1) The general character of each type of debt including the rate of 
interest; (2) the date of maturity, or, if maturing serially, a brief 
indication of the serial maturities, such as ``maturing serially from 
1980 to 1990''; (3) if the payment of principal or interest is 
contingent, an appropriate indication of such contingency; (4) a brief 
indication of priority; and (5) if convertible, the basis. For amounts 
owed to related parties, see Sec. 210.4-08(k).
    (b) The amount and terms (including commitment fees and the 
conditions under which commitments may be withdrawn) of unused 
commitments for long-term financing arrangements that would be disclosed 
under

[[Page 299]]

this rule if used shall be disclosed in the notes to the financial 
statements if significant.
    23. Indebtedness to related parties--noncurrent. Include under this 
caption indebtedness to related parties as required under Sec. 210.4-
08(k).
    24. Other liabilities. State separately, in the balance sheet or in 
a note thereto, any item not properly classified in one of the preceding 
liability captions which is in excess of 5 percent of total liabilities.
    25. Commitments and contingent liabilities.
    26. Deferred credits. State separately in the balance sheet amounts 
for (a) deferred income taxes, (b) deferred tax credits, and (c) 
material items of deferred income.

                       Redeemable Preferred Stocks

    27. Preferred stocks subject to mandatory redemption requirements or 
whose redemption is outside the control of the issuer. (a) Include under 
this caption amounts applicable to any class of stock which has any of 
the following characteristics: (1) it is redeemable at a fixed or 
determinable price on a fixed or determinable date or dates, whether by 
operation of a sinking fund or otherwise; (2) it is redeemable at the 
option of the holder; or (3) it has conditions for redemption which are 
not solely within the control of the issuer, such as stocks which must 
be redeemed out of future earnings. Amounts attributable to preferred 
stock which is not redeemable or is redeemable solely at the option of 
the issuer shall be included under Sec. 210.5-02.28 unless it meets one 
or more of the above criteria.
    (b) State on the face of the balance sheet the title of each issue, 
the carrying amount, and redemption amount. (If there is more than one 
issue, these amounts may be aggregated on the face of the balance sheet 
and details concerning each issue may be presented in the note required 
by paragraph (c) below.) Show also the dollar amount of any shares 
subscribed but unissued, and show the deduction of subscriptions 
receivable therefrom. If the carrying value is different from the 
redemption amount, describe the accounting treatment for such difference 
in the note required by paragraph (c) below. Also state in this note or 
on the face of the balance sheet, for each issue, the number of shares 
authorized and the number of shares issued or outstanding, as 
appropriate (See Sec. 210.4-07).
    (c) State in a separate note captioned ``Redeemable Preferred 
Stocks'' (1) a general description of each issue, including its 
redemption features (e.g. sinking fund, at option of holders, out of 
future earnings) and the rights, if any, of holders in the event of 
default, including the effect, if any, on junior securities in the event 
a required dividend, sinking fund, or other redemption payment(s) is not 
made; (2) the combined aggregate amount of redemption requirements for 
all issues each year for the five years following the date of the latest 
balance sheet; and (3) the changes in each issue for each period for 
which an income statement is required to be filed. (See also Sec. 210.4-
08(d).)
    (d) Securities reported under this caption are not to be included 
under a general heading ``stockholders' equity'' or combined in a total 
with items described in captions 29, 30 or 31 which follow.

                     Non-Redeemable Preferred Stocks

    28. Preferred stocks which are not redeemable or are redeemable 
solely at the option of the issuer. State on the face of the balance 
sheet, or if more than one issue is outstanding state in a note, the 
title of each issue and the dollar amount thereof. Show also the dollar 
amount of any shares subscribed but unissued, and show the deduction of 
subscriptions receivable therefrom. State on the face of the balance 
sheet or in a note, for each issue, the number of shares authorized and 
the number of shares issued or outstanding, as appropriate (see 
Sec. 210.4-07). Show in a note or separate statement the changes in each 
class of preferred shares reported under this caption for each period 
for which an income statement is required to be filed. (See also 
Sec. 210.4-08(d).)

                              Common Stocks

    29. Common stocks. For each class of common shares state, on the 
face of the balance sheet, the number of shares issued or outstanding, 
as appropriate (see Sec. 210.4-07), and the dollar amount thereof. If 
convertible, this fact should be indicated on the face of the balance 
sheet. For each class of common shares state, on the face of the balance 
sheet or in a note, the title of the issue, the number of shares 
authorized, and, if convertible, the basis of conversion (see also 
Sec. 210.4-08(d)). Show also the dollar amount of any common shares 
subscribed but unissued, and show the deduction of subscriptions 
receivable therefrom. Show in a note or statement the changes in each 
class of common shares for each period for which an income statement is 
required to be filed.

                       Other Stockholders' Equity

    30. Other stockholders' equity. (a) Separate captions shall be shown 
for (1) additional paid-in capital, (2) other additional capital and (3) 
retained earnings (i) appropriated and (ii) unappropriated. (See 
Sec. 210.4-08(e).) Additional paid-in capital and other additional 
capital may be combined with the stock caption to which it applies, if 
appropriate.
    (b) For a period of at least 10 years subsequent to the effective 
date of a quasi-reorganization, any description of retained earnings 
shall indicate the point in time from which the new retained earnings 
dates and

[[Page 300]]

for a period of at least three years shall indicate, on the face of the 
balance sheet, the total amount of the deficit eliminated.

                        Noncontrolling Interests

    31. Noncontrolling interests in consolidated subsidiaries. State 
separately in a note the amounts represented by preferred stock and the 
applicable dividend requirements if the preferred stock is material in 
relation to the consolidated equity.
    32. Total liabilities and equity.

[45 FR 63671, Sept. 25, 1980, as amended at 46 FR 43412, Aug. 28, 1981; 
47 FR 29837, July 9, 1982; 50 FR 25215, June 18, 1985; 50 FR 49533, Dec. 
3, 1985; 59 FR 65636, Dec. 20, 1994; 74 FR 18615, Apr. 23, 2009]



Sec. 210.5-03  Income statements.

    (a) The purpose of this rule is to indicate the various line items 
which, if applicable, and except as otherwise permitted by the 
Commission, should appear on the face of the income statements filed for 
the persons to whom this article pertains (see Sec. 210.4-01(a)).
    (b) If income is derived from more than one of the subcaptions 
described under Sec. 210.5-03.1, each class which is not more than 10 
percent of the sum of the items may be combined with another class. If 
these items are combined, related costs and expenses as described under 
Sec. 210.5-03.2 shall be combined in the same manner.

    1. Net sales and gross revenues. State separately:
    (a) Net sales of tangible products (gross sales less discounts, 
returns and allowances), (b) operating revenues of public utilities or 
others; (c) income from rentals; (d) revenues from services; and (e) 
other revenues. Amounts earned from transactions with related parties 
shall be disclosed as required under Sec. 210.4-08(k). A public utility 
company using a uniform system of accounts or a form for annual report 
prescribed by federal or state authorities, or a similar system or 
report, shall follow the general segregation of operating revenues and 
operating expenses reported under Sec. 210.5-03.2 prescribed by such 
system or report. If the total of sales and revenues reported under this 
caption includes excise taxes in an amount equal to 1 percent or more of 
such total, the amount of such excise taxes shall be shown on the face 
of the statement parenthetically or othewise.
    2. Costs and expenses applicable to sales and revenues.
    State separately the amount of (a) cost of tangible goods sold, (b) 
operating expenses of public utilities or others, (c) expenses 
applicable to rental income, (d) cost of services, and (e) expenses 
applicable to other revenues. Merchandising organizations, both 
wholesale and retail, may include occupancy and buying costs under 
caption 2(a). Amounts of costs and expenses incurred from transactions 
with related parties shall be disclosed as required under Sec. 210.4-
08(k).
    3. Other operating costs and expenses. State separately any material 
amounts not included under caption 2 above.
    4. Selling, general and administrative expenses.
    5. Provision for doubtful accounts and notes.
    6. Other general expenses. Include items not normally included in 
caption 4 above. State separately any material item.
    7. Non-operating income.
    State separately in the income statement or in a note thereto 
amounts earned from (a) dividends, (b) interest on securities, (c) 
profits on securities (net of losses), and (d) miscellaneous other 
income. Amounts earned from transactions in securities of related 
parties shall be disclosed as required under Sec. 210.4-08(k). Material 
amounts included under miscellaneous other income shall be separately 
stated in the income statement or in a note thereto, indicating clearly 
the nature of the transactions out of which the items arose.
    8. Interest and amortization of debt discount and expense.
    9. Non-operating expenses.
    State separately in the income statement or in a note thereto 
amounts of (a) losses on securities (net of profits) and (b) 
miscellaneous income deductions. Material amounts included under 
miscellaneous income deductions shall be separately stated in the income 
statement or in a note thereto, indicating clearly the nature of the 
transactions out of which the items arose.
    10. Income or loss before income tax expense and appropriate items 
below.
    11. Income tax expense. Include under this caption only taxes based 
on income (see Sec. 210.4-08(h)).
    12. Equity in earnings of unconsolidated subsidiaries and 50 percent 
or less owned persons. State, parenthetically or in a note, the amount 
of dividends received from such persons. If justified by the 
circumstances, this item may be presented in a different position and a 
different manner (see Sec. 210.4-01(a)).
    13. Income or loss from continuing operations.
    14. Discontinued operations.
    15. Income or loss before extraordinary items and cumulative effects 
of changes in accounting principles.
    16. Extraordinary items, less applicable tax.
    17. Cumulative effects of changes in accounting principles.
    18. Net income or loss.
    19. Net income attributable to the noncontrolling interest.

[[Page 301]]

    20. Net income attributable to the controlling interest.
    21. Earnings per share data.

[45 FR 63671, Sept. 25, 1980, as amended at 45 FR 76977, Nov. 21, 1980; 
50 FR 25215, June 18, 1985; 74 FR 18615, Apr. 23, 2009]



Sec. 210.5-04  What schedules are to be filed.

    (a) Except as expressly provided otherwise in the applicable form:
    (1) The schedules specified below in this Section as Schedules II 
and III shall be filed as of the date of the most recent audited 
balanced sheet for each person or group.
    (2) Schedule II shall be filed for each period for which an audited 
income statement is required to be filed for each person or group.
    (3) Schedules I and IV shall be filed as of the date and for periods 
specified in the schedule.
    (b) When information is required in schedules for both the 
registrant and the registrant and its subsidiaries consolidated it may 
be presented in the form of a single schedule: Provided, That items 
pertaining to the registrant are separately shown and that such single 
schedule affords a properly summarized presentation of the facts. If the 
information required by any schedule (including the notes thereto) may 
be shown in the related financial statement or in a note thereto without 
making such statement unclear or confusing, that procedure may be 
followed and the schedule omitted.
    (c) The schedules shall be examined by the independent accountant if 
the related financial statements are so examined.

    Schedule I--Condensed financial information of registrant. The 
schedule prescribed by Sec. 210.12-04 shall be filed when the restricted 
net assets (Sec. 210.4-08(e)(3)) of consolidated subsidiaries exceed 25 
percent of consolidated net assets as of the end of the most recently 
completed fiscal year. For purposes of the above test, restricted net 
assets of consolidated subsidiaries shall mean that amount of the 
registrant's proportionate share of net assets of consolidated 
subsidiaries (after intercompany eliminations) which as of the end of 
the most recent fiscal year may not be transferred to the parent company 
by subsidiaries in the form of loans, advances or cash dividends without 
the consent of a third party (i.e., lender, regulatory agency, foreign 
government, etc.). Where restrictions on the amount of funds which may 
be loaned or advanced differ from the amount restricted as to transfer 
in the form of cash dividends, the amount least restrictive to the 
subsidiary shall be used. Redeemable preferred stocks (Sec. 210.5-02.27) 
and noncontrolling interests shall be deducted in computing net assets 
for purposes of this test.
    Schedule II--Valuation and qualifying accounts. The schedule 
prescribed by Sec. 210.12-09 shall be filed in support of valuation and 
qualifying accounts included in each balance sheet but not included in 
Schedule VI. (See Sec. 210.4-02.)
    Schedule III--Real estate and accumulated depreciation. The schedule 
prescribed by Sec. 210.12-28 shall be filed for real estate (and the 
related accumulated depreciation) held by persons a substantial portion 
of whose business is that of acquiring and holding for investment real 
estate or interests in real estate, or interests in other persons a 
substantial portion of whose business is that of acquiring and holding 
real estate or interests in real estate for investment. Real estate used 
in the business shall be excluded from the schedule.
    Schedule IV--Mortgage loans on real estate. The schedule prescribed 
by Sec. 210.12-29 shall be filed by persons specified under Schedule XI 
for investments in mortgage loans on real estate.
    Schedule V--Supplemental Information Concerning Property-casualty 
Insurance Operations. The schedule prescribed by Sec. 210.12-18 shall be 
filed when a registrant, its subsidiaries or 50%-or-less-owned equity 
basis investees, have liabilities for property-casualty (``P/C'') 
insurance claims. The required information shall be presented as of the 
same dates and for the same periods for which the information is 
reflected in the audited consolidated financial statements required by 
Secs. 210.3-01 and 3-02. The schedule may be omitted if reserves for 
unpaid P/C claims and claims adjustment expenses of the registrant and 
its consolidated subsidiaries, its unconsolidated subsidiaries and its 
50%-or-less-owned equity basis investees did not, in the aggregate, 
exceed one-half of common stockholders' equity of the registrant and its 
consolidated subsidiaries as of the beginning of the fiscal year. For 
purposes of this test only the proportionate share of the registrant and 
its other subsidiaries in the reserves for unpaid claims and claim 
adjustment expenses of 50%-or-less-owned equity basis investees taken in 
the aggregate after intercompany eliminations shall be taken into 
account.

[45 FR 63671, Sept. 25, 1980, as amended at 46 FR 48137, Oct. 1, 1981; 
46 FR 56180, Nov. 16, 1981; 49 FR 47598, Dec. 6, 1984; 50 FR 25215, June 
18, 1985; 59 FR 65636, Dec. 20, 1994; 74 FR 18615, Apr. 23, 2009]

[[Page 302]]

   Registered Investment Companies and Business Development Companies

    Source: Sections 210.6-01 through 210.6-10 appear at 47 FR 56838, 
Dec. 21, 1982, unless otherwise noted.



Sec. 210.6-01  Application of Secs. 210.6-01 to 210.6-10.

    Sections 210.6-01 to 210.6-10 shall be applicable to financial 
statements filed for registered investment companies and business 
development companies.

[81 FR 82010, Nov. 18, 2016]



Sec. 210.6-02  Definition of certain terms.

    The following terms shall have the meaning indicated in this rule 
unless the context otherwise requires. (Also see Sec. 210.1-02 of this 
part.)
    (a) Affiliate. The term affiliate means an affiliated person as 
defined in section 2(a)(3) of the Investment Company Act of 1940 unless 
otherwise indicated. The term control has the meaning in section 2(a)(9) 
of that Act.
    (b) Value. As used in Secs. 210.6-01 to 210.6-10, the term value 
shall have the meaning given in section 2(a)(41)(B) of the Investment 
Company Act of 1940.
    (c) Balance sheets; statements of net assets. As used in 
Secs. 210.6-01 to 210.6-10, the term balance sheets shall include 
statements of assets and liabilities as well as statements of net assets 
unless the context clearly indicates the contrary.
    (d) Qualified assets. (1) For companies issuing face-amount 
certificates subsequent to December 31, 1940 under the provisions of 
section 28 of the Investment Company Act of 1940, the term qualified 
assets means qualified investments as that term is defined in section 
28(b) of the Act. A statement to that effect shall be made in the 
balance sheet.
    (2) For other companies, the term qualified assets means cash and 
investments which such companies do maintain or are required, by 
applicable governing legal instruments, to maintain in respect of 
outstanding face-amount certificates.
    (3) Loans to certificate holders may be included as qualified assets 
in an amount not in excess of certificate reserves carried on the books 
of account in respect of each individual certificate upon which the 
loans were made.

    Effective Date Note: At 81 FR 82137, Nov. 18, 2016, Sec. 210.6-02 
was amended by adding paragraph (e), effective Nov. 19, 2018. For the 
convenience of the user, the added text is set forth as follows:



Sec. 210.6-02  Definition of certain terms.

                                * * * * *

    (e) Swing pricing. The term swing pricing shall have the meaning 
given in Sec. 270.22c-1(a)(3)(v)(C) of this chapter.



Sec. 210.6-03  Special rules of general application to registered 
investment companies and business development companies.

    The financial statements filed for persons to which Secs. 210.6-01 
to 210.6-10 are applicable shall be prepared in accordance with the 
following special rules in addition to the general rules in Secs. 210.1-
01 to 210.4-10 (Articles 1, 2, 3, and 4). Where the requirements of a 
special rule differ from those prescribed in a general rule, the 
requirements of the special rule shall be met.
    (a) Content of financial statements. The financial statements shall 
be prepared in accordance with the requirements of this part (Regulation 
S-X) notwithstanding any provision of the articles of incorporation, 
trust indenture or other governing legal instruments specifying certain 
accounting procedures inconsistent with those required in Secs. 210.6-01 
to 210.6-10.
    (b) Audited financial statements. Where, under Article 3 of this 
part, financial statements are required to be audited, the independent 
accountant shall have been selected and ratified in accordance with 
section 32 of the Investment Company Act of 1940 (15 U.S.C. 80a-31).
    (c) Consolidated and combined statements. (1) Consolidated and 
combined statements filed for registered investment companies and 
business development companies shall be prepared in accordance with 
Secs. 210.3A-01 to 210.3A-04 (Article 3A) except that:
    (i) Statements of the registrant may be consolidated only with the 
statements of subsidiaries which are investment companies;
    (ii) A consolidated statement of the registrant and any of its 
investment

[[Page 303]]

company subsidiaries shall not be filed unless accompanied by a 
consolidating statement which sets forth the individual statements of 
each significant subsidiary included in the consolidated statement: 
Provided, however, That a consolidating statement need not be filed if 
all included subsidiaries are totally held; and
    (iii) Consolidated or combined statements filed for subsidiaries not 
consolidated with the registrant shall not include any investment 
companies unless accompanied by consolidating or combining statements 
which set forth the individual statements of each included investment 
company which is a significant subsidiary.
    (2) If consolidating or combining statements are filed, the amounts 
included under each caption in which financial data pertaining to 
affiliates is required to be furnished shall be subdivided to show 
separately the amounts:
    (i) Eliminated in consolidation; and
    (ii) Not eliminated in consolidation.
    (d) Valuation of investments. The balance sheets of registered 
investment companies, other than issuers of face-amount certificates, 
and business development companies, shall reflect all investments at 
value, with the aggregate cost of each category of investment reported 
under Secs. 210.6-04.1, 6-04.2, 6-04.3 and 6-04.9 or the aggregate cost 
of each category of investment reported under Sec. 210.6-05.1 shown 
parenthetically. State in a note the methods used in determining value 
of investments. As required by section 28(b) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-28(b)), qualified assets of face-amount 
certificate companies shall be valued in accordance with certain 
provisions of the Code of the District of Columbia. For guidance as to 
valuation of securities, see Secs. 404.03 to 404.05 of the Codification 
of Financial Reporting Policies.
    (e) Qualified assets. State in a note the nature of any investments 
and other assets maintained or required to be maintained, by applicable 
legal instruments, in respect of outstanding face-amount certificates. 
If the nature of the qualifying assets and amount thereof are not 
subject to the provisions of section 28 of the Investment Company Act of 
1940 (15 U.S.C. 80a-28), a statement to that effect shall be made.
    (f) Restricted securities. State in a note unless disclosed 
elsewhere the following information as to investment securities which 
cannot be offered for public sale without first being registered under 
the Securities Act of 1933 (15 U.S.C. 77a et seq.) (restricted 
securities):
    (1) The policy of the person with regard to acquisition of 
restricted securities.
    (2) The policy of the person with regard to valuation of restricted 
securities. Specific comments shall be given as to the valuation of an 
investment in one or more issues of securities of a company or group of 
affiliated companies if any part of such investment is restricted and 
the aggregate value of the investment in all issues of such company or 
affiliated group exceeds five percent of the value of total assets. (As 
used in this paragraph, the term affiliated shall have the meaning given 
in Sec. 210.6-02(a).)
    (3) A description of the person's rights with regard to demanding 
registration of any restricted securities held at the date of the latest 
balance sheet.
    (g) Income recognition. Dividends shall be included in income on the 
ex-dividend date; interest shall be accrued on a daily basis. Dividends 
declared on short positions existing on the record date shall be 
recorded on the ex-dividend date and included as an expense of the 
period.
    (h) Federal income taxes. (1) The company's status as a regulated 
investment company as defined in subtitle A, chapter 1, subchapter M of 
the Internal Revenue Code, as amended, shall be stated in a note 
referred to in the appropriate statements. Such note shall also indicate 
briefly the principal assumptions on which the company relied in making 
or not making provisions for income taxes. However, a company which 
retains realized capital gains and designates such gains as a 
distribution to shareholders in accordance with section 852(b)(3)(D) of 
the Internal Revenue Code shall, on the last day of its taxable year 
(and not earlier), make provision for taxes on such

[[Page 304]]

undistributed capital gains realized during such year.
    (2) State the following amounts based on cost for Federal income tax 
purposes:
    (i) Aggregate gross unrealized appreciation for all investments in 
which there is an excess of value over tax cost;
    (ii) The aggregate gross unrealized depreciation for all investments 
in which there is an excess of tax cost over value;
    (iii) The net unrealized appreciation or depreciation; and
    (iv) The aggregate cost of investments for Federal income tax 
purposes.
    (i) Issuance and repurchase by a registered investment company or 
business development company of its own securities. Disclose for each 
class of the company's securities:
    (1) The number of shares, units, or principal amount of bonds sold 
during the period of report, the amount received therefor, and, in the 
case of shares sold by closed-end management investment companies, the 
difference, if any, between the amount received and the net asset value 
or preference in involuntary liquidation (whichever is appropriate) of 
securities of the same class prior to such sale; and
    (2) The number of shares, units, or principal amount of bonds 
repurchased during the period of report and the cost thereof. Closed-end 
management investment companies shall furnish the following additional 
information as to securities repurchased during the period of report:
    (i) As to bonds and preferred shares, the aggregate difference 
between cost and the face amount or preference in involuntary 
liquidation and, if applicable net assets taken at value as of the date 
of repurchase were less than such face amount or preference, the 
aggregate difference between cost and such net asset value;
    (ii) As to common shares, the weighted average discount per share, 
expressed as a percentage, between cost of repurchase and the net asset 
value applicable to such shares at the date of repurchases.
    Note to paragraphs (h)(2)(i) and (ii): The information required by 
paragraphs (h)(2)(i) and (ii) of this section may be based on reasonable 
estimates if it is impracticable to determine the exact amounts 
involved.
    (j) Series companies. (1) The information required by this part 
shall, in the case of a person which in essence is comprised of more 
than one separate investment company, be given as if each class or 
series of such investment company were a separate investment company; 
this shall not prevent the inclusion, at the option of such person, of 
information applicable to other classes or series of such person on a 
comparative basis, except as to footnotes which need not be comparative.
    (2) If the particular class or series for which information is 
provided may be affected by other classes or series of such investment 
company, such as by the offset of realized gains in one series with 
realized losses in another, or through contingent liabilities, such 
situation shall be disclosed.
    (k) Certificate reserves. (1) For companies issuing face-amount 
certificates subsequent to December 31, 1940 under the provisions of 
section 28 of the Investment Company Act of 1940 (15 U.S.C. 80a-28), 
balance sheets shall reflect reserves for outstanding certificates 
computed in accordance with the provisions of section 28(a) of the Act.
    (2) For other companies, balance sheets shall reflect reserves for 
outstanding certificates determined as follows:
    (i) For certificates of the installment type, such amount which, 
together with the lesser of future payments by certificate holders as 
and when accumulated at a rate not to exceed 3\1/2\ per centum per annum 
(or such other rate as may be appropriate under the circumstances of a 
particular case) compounded annually, shall provide the minimum maturity 
or face amount of the certificate when due.
    (ii) For certificates of the fully-paid type, such amount which, as 
and when accumulated at a rate not to exceed 3\1/2\ per centum per annum 
(or such other rate as may be appropriate under the circumstances of a 
particular case) compounded annually, shall provide the amount or 
amounts payable when due.

[[Page 305]]

    (iii) Such amount or accrual therefor, as shall have been credited 
to the account of any certificate holder in the form of any credit, or 
any dividend, or any interest in addition to the minimum maturity or 
face amount specified in the certificate, plus any accumulations on any 
amount so credited or accrued at rates required under the terms of the 
certificate.
    (iv) An amount equal to all advance payments made by certificate 
holders, plus any accumulations thereon at rates required under the 
terms of the certificate.
    (v) Amounts for other appropriate contingency reserves, for death 
and disability benefits or for reinstatement rights on any certificate 
providing for such benefits or rights.
    (l) Inapplicable captions. Attention is directed to the provisions 
of Secs. 210.4-02 and 210.4-03 which permit the omission of separate 
captions in financial statements as to which the items and conditions 
are not present, or the amounts involved not significant. However, 
amounts involving directors, officers, and affiliates shall nevertheless 
be separately set forth except as otherwise specifically permitted under 
a particular caption.

[81 FR 82010, Nov. 18, 2016]

    Effective Date Note: At 81 FR 82137, Nov. 18, 2016, Sec. 210.6-03 
was amended by adding paragraph (m), effective Nov. 19, 2018. For the 
convenience of the user, the added text is set forth as follows:



Sec. 210.6-03  Special rules of general application to registered 
          investment companies and business development companies.

                                * * * * *

    (m) Swing pricing. For a registered investment company that has 
adopted swing pricing policies and procedures, state in a note to the 
company's financial statements:
    (1) The general methods used in determining whether the company's 
net asset value per share will swing;
    (2) Whether the company's net asset value per share has swung during 
the year; and
    (3) A general description of the effects of swing pricing.



Sec. 210.6-04  Balance sheets.

    This section is applicable to balance sheets filed by registered 
investment companies and business development companies except for 
persons who substitute a statement of net assets in accordance with the 
requirements specified in Sec. 210.6-05, and issuers of face-amount 
certificates which are subject to the special provisions of Sec. 210.6-
06. Balance sheets filed under this rule shall comply with the following 
provisions:

                                 Assets

    1. Investments in securities of unaffiliated issuers.
    2. Investments in and advances to affiliates. State separately 
investments in and advances to: (a) Controlled companies and (b) other 
affiliates.
    3. Other investments. State separately amounts of assets related to 
(a) variation margin receivable on futures contracts, (b) forward 
foreign currency contracts; (c) swap contracts; and (d) investments--
other than those presented in Secs. 210.12-12, 12-12A, 12-12B, 12-13, 
12-13A, 12-13B, and 12-13C.
    4. Cash. Include under this caption cash on hand and demand 
deposits. Provide in a note to the financial statements the information 
required under Sec. 210.5-02.1 regarding restrictions and compensating 
balances.
    5. Receivables. (a) State separately amounts receivable from (1) 
sales of investments; (2) subscriptions to capital shares; (3) dividends 
and interest; (4) directors and officers; and (5) others.
    (b) If the aggregate amount of notes receivable exceeds 10 percent 
of the aggregate amount of receivables, the above information shall be 
set forth separately, in the balance sheet or in a note thereto, for 
accounts receivable and notes receivable.
    6. Deposits for securities sold short and other investments. State 
separately amounts held by others in connection with: (a) Short sales; 
(b) open option contracts (c) futures contracts, (d) forward foreign 
currency contracts; (e) swap contracts; and (f) investments--other than 
those presented in Secs. 210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-
13B, and 12-13C.
    7. Other assets. State separately (a) prepaid and deferred expenses; 
(b) pension and other special funds; (c) organization expenses; and (d) 
any other significant item not properly classified in another asset 
caption.

[[Page 306]]

    8. Total assets.

                               Liabilities

    9. Other investments. State separately amounts of liabilities 
related to: (a) Securities sold short; (b) open option contracts 
written; (c) variation margin payable on futures contracts, (d) forward 
foreign currency contracts; (e) swap contracts; and (f) investments--
other than those presented in Secs. 210.12-12, 12-12A, 12-12B, 12-13, 
12-13A, 12-13B, and 12-13C.
    10. Accounts payable and accrued liabilities. State separately 
amounts payable for: (a) Other purchases of securities; (b) capital 
shares redeemed; (c) dividends or other distributions on capital shares; 
and (d) others. State separately the amount of any other liabilities 
which are material.
    11. Deposits for securities loaned. State the value of securities 
loaned and indicate the nature of the collateral received as security 
for the loan, including the amount of any cash received.
    12. Other liabilities. State separately (a) amounts payable for 
investment advisory, management and service fees; and (b) the total 
amount payable to: (1) Officers and directors; (2) controlled companies; 
and (3) other affiliates, excluding any amounts owing to noncontrolled 
affiliates which arose in the ordinary course of business and which are 
subject to usual trade terms.
    13. Notes payable, bonds and similar debt. (a) State separately 
amounts payable to: (1) Banks or other financial institutions for 
borrowings; (2) controlled companies; (3) other affiliates; and (4) 
others, showing for each category amounts payable within one year and 
amounts payable after one year.
    (b) Provide in a note the information required under Sec. 210.5-
02.19(b) regarding unused lines of credit for short-term financing and 
Sec. 210.5-02.22(b) regarding unused commitments for long-term financing 
arrangements.
    14. Total liabilities.
    15. Commitments and contingent liabilities.

                               Net Assets

    16. Units of capital. (a) Disclose the title of each class of 
capital shares or other capital units, the number authorized, the number 
outstanding, and the dollar amount thereof.
    (b) Unit investment trusts, including those which are issuers of 
periodic payment plan certificates, also shall state in a note to the 
financial statements: (1) The total cost to the investors of each class 
of units or shares; (2) the adjustment for market depreciation or 
appreciation; (3) other deductions from the total cost to the investors 
for fees, loads and other charges, including an explanation of such 
deductions; and (4) the net amount applicable to the investors.
    17. Accumulated undistributed income (loss). Disclose:
    (a) The accumulated undistributed investment income-net,
    (b) accumulated undistributed net realized gains (losses) on 
investment transactions, and (c) net unrealized appreciation 
(depreciation) in value of investments at the balance sheet date.
    18. Other elements of capital. Disclose any other elements of 
capital or residual interests appropriate to the capital structure of 
the reporting entity.
    19. Net assets applicable to outstanding units of capital. State the 
net asset value per share.

[81 FR 82011, Nov. 18, 2016]



Sec. 210.6-05  Statements of net assets.

    In lieu of the balance sheet otherwise required by Sec. 210.6-04, 
persons may substitute a statement of net assets if at least 95 percent 
of the amount of the person's total assets are represented by 
investments in securities of unaffiliated issuers. If presented in such 
instances, a statement of net assets shall consist of the following:

                        Statements of Net Assets

    1. A schedule of investments in securities of unaffiliated issuers 
as prescribed in Sec. 210.12-12.
    2. The excess (or deficiency) of other assets over (under) total 
liabilities stated in one amount, except that any amounts due from or to 
officers, directors, controlled persons, or other affiliates, excluding 
any amounts owing to noncontrolled affiliates which arose in the 
ordinary course of business and which are subject to usual trade terms, 
shall be stated separately.

[[Page 307]]

    3. Disclosure shall be provided in the notes to the financial 
statements for any item required under Sec. 210.6-04.3 and Secs. 210.6-
04.9 to 210.6-04.13.
    4. The balance of the amounts captioned as net assets. The number of 
outstanding shares and net asset value per share shall be shown 
parenthetically.
    5. The information required by (i) Sec. 210.6-04.16, (ii) 
Sec. 210.6-04.17 and (iii) Sec. 210.6-04.18 shall be furnished in a note 
to the financial statements.

[81 FR 82012, Nov. 18, 2016]



Sec. 210.6-06  Special provisions applicable to the balance sheets of
issuers of face-amount certificates.

    Balance sheets filed by issuers of face-amount certificates shall 
comply with the following provisions:

                                 Assets

    1. Investments. State separately each major category: such as, real 
estate owned, first mortgage loans on real estate, other mortgage loans 
on real estate, investments in securities of unaffiliated issuers, and 
investments in and advances to affiliates.
    2. Cash. Include under this caption cash on hand and demand 
deposits. Provide in a note to the financial statements the information 
required under Sec. 210.5-02.1 regarding restrictions and compensating 
balances.
    3. Receivables. (a) State separately amounts receivable from (1) 
sales of investments; (2) dividends and interest; (3) directors and 
officers; and (4) others.
    (b) If the aggregate amount of notes receivable exceeds 10 percent 
of the aggregate amount of receivables, the above information shall be 
set forth separately, in the balance sheet or in a note thereto, for 
accounts receivable and notes receivable.
    4. Total qualified assets. State in a note to the financial 
statements the amount of qualified assets on deposit classified as to 
general categories of assets and as to general types of depositories, 
such as banks and states, together with a statement as to the purpose of 
the deposits.
    5. Other assets. State separately: (a) Investments in securities of 
unaffiliated issuers not included in qualifying assets in item 1 above; 
(b) investments in and advances to affiliates not included in qualifying 
assets in item 1 above; and (c) any other significant item not properly 
classified in another asset caption.
    6. Total assets.

                               Liabilities

    7. Certificate reserves. Issuers of face-amount certificates shall 
state separately reserves for: (a) Certificates of the installment type; 
(b) certificates of the fully-paid type; (c) advance payments; (d) 
additional amounts accrued for or credited to the account of certificate 
holders in the form of any credit, dividend, or interest in addition to 
the minimum amount specified in the certificate; and (e) other 
certificate reserves. State in an appropriate manner the basis used in 
determining the reserves, including the rates of interest of 
accumulation.
    8. Notes payable, bonds and similar debt. (a) State separately 
amounts payable to: (1) Banks or other financial institutions for 
borrowings; (2) controlled companies; (3) other affiliates; and (4) 
others, showing for each category amounts payable within one year and 
amounts payable after one year.
    (b) Provide in a note the information required under Sec. 210.5-
02.19(b) regarding unused lines of credit for short-term financing and 
Sec. 210.5-02.22(b) regarding unused commitments for long-term financing 
arrangements.
    9. Accounts payable and accrued liabilities. State separately (a) 
amounts payable for investment advisory, management and service fees; 
and (b) the total amount payable to: (1) Officers and directors; (2) 
controlled companies; and (3) other affiliates, excluding any amounts 
owing to noncontrolled affiliates which arose in the ordinary course of 
business and which are subject to usual trade terms. State separately 
the amount of any other liabilities which are material.
    10. Total liabilities.
    11. Commitments and contingent liabilities.

                          Stockholders' Equity

    12. Capital shares. Disclose the title of each class of capital 
shares or other capital units, the number authorized, the number 
outstanding and the dollar amount thereof. Show also the dollar amount 
of any capital shares subscribed but unissued, and show the deduction 
for subscriptions receivable therefrom.
    13. Other elements of capital. (a) Disclose any other elements of 
capital or residual interests appropriate to the capital structure of 
the reporting entity.
    (b) A summary of each account under this caption setting forth the 
information prescribed in Sec. 210.3-04 shall be given in a note or 
separate statement for each period in which a statement of operations is 
presented.
    14. Total liabilities and stockholders' equity.



Sec. 210.6-07  Statements of operations.

    Statements of operations filed by registered investment companies, 
other than issuers of face-amount certificates, subject to the special 
provisions of Sec. 210.6-08, and business development companies, shall 
comply with the following provisions:

[[Page 308]]

                        Statements of Operations

    1. Investment income. State separately income from: (a) Dividends; 
(b) interest on securities; and (c) other income. Any other category of 
income which exceeds five percent of the total shown under this caption 
(e.g. income from non-cash dividends, income from payment-in-kind 
interest) shall be stated separately. If income from investments in or 
indebtedness of affiliates is included hereunder, such income shall be 
segregated under an appropriate caption subdivided to show separately 
income from: (1) Controlled companies; and (2) other affiliates. If 
income from non-cash dividends or payment in kind interest are included 
in income, the bases of recognition and measurement used in respect to 
such amounts shall be disclosed.
    2. Expenses. (a) State separately the total amount of investment 
advisory, management and service fees, and expenses in connection with 
research, selection, supervision, and custody of investments. Amounts of 
expenses incurred from transactions with affiliated persons shall be 
disclosed together with the identity of and related amount applicable to 
each such person accounting for five percent or more of the total 
expenses shown under this caption together with a description of the 
nature of the affiliation. Expenses incurred within the person's own 
organization in connection with research, selection and supervision of 
investments shall be stated separately. Reductions or reimbursements of 
management or service fees shall be shown as a negative amount or as a 
reduction of total expenses shown under this caption.
    (b) State separately any other expense item the amount of which 
exceeds five percent of the total expenses shown under this caption.
    (c) A note to the financial statements shall include information 
concerning management and service fees, the rate of fee, and the base 
and method of computation. State separately the amount and a description 
of any fee reductions or reimbursements representing: (1) Expense 
limitation agreements or commitments; and (2) offsets received from 
broker-dealers showing separately for each amount received or due from 
(i) unaffiliated persons; and (ii) affiliated persons. If no management 
or service fees were incurred for a period, state the reason therefor.
    (d) If any expenses were paid otherwise than in cash, state the 
details in a note.
    (e) State in a note to the financial statements the amount of 
brokerage commissions (including dealer markups) paid to affiliated 
broker-dealers in connection with purchase and sale of investment 
securities. Open-end management companies shall state in a note the net 
amounts of sales charges deducted from the proceeds of sale of capital 
shares which were retained by any affiliated principal underwriter or 
other affiliated broker-dealer.
    (f) State separately all amounts paid in accordance with a plan 
adopted under 17 CFR 270.12b-1 of this chapter. Reimbursement to the 
fund of expenses incurred under such plan (12b-1 expense reimbursement) 
shall be shown as a negative amount and deducted from current 12b-1 
expenses. If 12b-1 expense reimbursements exceed current 12b-1 costs, 
such excess shall be shown as a negative amount used in the calculation 
of total expenses under this caption.
    (g)(1) Brokerage/Service Arrangements. If a broker-dealer or an 
affiliate of the broker-dealer has, in connection with directing the 
person's brokerage transactions to the broker-dealer, provided, agreed 
to provide, paid for, or agreed to pay for, in whole or in part, 
services provided to the person (other than brokerage and research 
services as those terms are used in section 28(e) of the Securities 
Exchange Act of 1934 [15 U.S.C. 78bb(e)]), include in the expense items 
set forth under this caption the amount that would have been incurred by 
the person for the services had it paid for the services directly in an 
arms-length transaction.
    (2) Expense Offset Arrangements. If the person has entered into an 
agreement with any other person pursuant to which such other person 
reduces, or pays a third party which reduces, by a specified or 
reasonably ascertainable amount, its fees for services provided to the 
person in exchange for use of the person's assets, include in the 
expense items set forth under this caption the

[[Page 309]]

amount of fees that would have been incurred by the person if the person 
had not entered into the agreement.
    (3) Financial Statement Presentation. Show the total amount by which 
expenses are increased pursuant to paragraphs (1) and (2) of this 
paragraph (2)(g) as a corresponding reduction in total expenses under 
this caption. In a note to the financial statements, state separately 
the total amounts by which expenses are increased pursuant to paragraphs 
(1) and (2) of this paragraph (2)(g), and list each category of expense 
that is increased by an amount equal to at least 5 percent of total 
expenses. If applicable, the note should state that the person could 
have employed the assets used by another person to produce income if it 
had not entered into an arrangement described in paragraph (2)(g)(2) of 
this section.
    3. Interest and amortization of debt discount and expense. Provide 
in the body of the statements or in the footnotes, the average dollar 
amount of borrowings and the average interest rate.
    4. Investment income before income tax expense.
    5. Income tax expense. Include under this caption only taxes based 
on income.
    6. Investment income-net.
    7. Realized and unrealized gain (loss) on investments-net. (a) State 
separately the net realized gain or loss from: (1) Transactions in 
investment securities of unaffiliated issuers, (2) transactions in 
investment securities of affiliated issuers, (3) expiration or closing 
of option contracts written, (4) closed short positions in securities, 
(5) expiration or closing of futures contracts, (6) settlement of 
forward foreign currency contracts, (7) expiration or closing of swap 
contracts, and (8) transactions in other investments held during the 
period.
    (b) Distributions of realized gains by other investment companies 
shall be shown separately under this caption.
    (c) State separately the amount of the net increase or decrease 
during the period in the unrealized appreciation or depreciation in the 
value of: (1) Investment securities of unaffiliated issuers, (2) 
investment securities of affiliated issuers, (3) option contracts 
written, (4) short positions in securities, (5) futures contracts, (6) 
forward foreign currency contracts, (7) swap contracts, and (8) other 
investments held at the end of the period.
    (d) State separately any: (1) Federal income taxes and (2) other 
income taxes applicable to realized and unrealized gain (loss) on 
investments, distinguishing taxes payable currently from deferred income 
taxes.
    8. Net gain (loss) on investments.
    9. Net increase (decrease) in net assets resulting from operations.

[81 FR 82012, Nov. 18, 2016]



Sec. 210.6-08  Special provisions applicable to the statements of 
operations of issuers of face-amount certificates.

    Statements of operations filed by issuers of face-amount 
certificates shall comply with the following provisions:

                        Statements of Operations

    1. Investment income. State separately income from: (a) Interest on 
mortgages; (b) interest on securities; (c) dividends; (d) rental income; 
and (e) other investment income. If income from investments in or 
indebtedness of affiliates is included hereunder, such income shall be 
segregated under an appropriate caption subdivided to show separately 
income from: (1) Controlled companies; and (2) other affiliates. If non-
cash dividends are included in income, the bases of recognition and 
measurement used in respect to such amounts shall be disclosed. Any 
other category of income which exceeds five percent of the total shown 
under this caption shall be stated separately.
    2. Investment expenses. (a) State separately the total amount of 
investment advisory, management and service fees, and expenses in 
connection with research, selection, supervision, and custody of 
investments. Amounts of expenses incurred from transactions with 
affiliated persons shall be disclosed together with the identity of and 
related amount applicable to each such person accounting for five 
percent or more of the total expenses shown under this caption together 
with a description of the nature of the affiliation. Expenses incurred 
within the person's own organization in connection with research, 
selection and supervision of investments shall be stated separately. 
Reductions or reimbursements of management or service fees shall be 
shown as a negative amount or as a reduction of total expenses shown 
under this caption.
    (b) State separately any other expense item the amount of which 
exceeds five percent of the total expenses shown under this caption.

[[Page 310]]

    (c) A note to the financial statements shall include information 
concerning management and service fees, the rate of fee, and the base 
and method of computation. State separately the amount and a description 
of any fee reductions or reimbursements representing: (1) Expense 
limitation agreements or commitments; and (2) offsets received from 
broker-dealers showing separately for each amount received or due from: 
(i) Unaffiliated persons; and (ii) affiliated persons. If no management 
or service fees were incurred for a period, state the reason therefor.
    (d) If any expenses were paid otherwise than in cash, state the 
details in a note.
    (e) State in a note to the financial statements the amount of 
brokerage commissions (including dealer markups) paid to affiliated 
broker-dealers in connection with purchase and sale of investment 
securities.
    3. Interest and amortization of debt discount and expense.
    4. Provision for certificate reserves. State separately any 
provision for additional credits, or dividends, or interests, in 
addition to the minimum maturity or face amount specified in the 
certificates. State also in an appropriate manner reserve recoveries 
from surrenders or other causes.
    5. Investment income before income tax expense.
    6. Income tax expense. Include under this caption only taxes based 
on income.
    7. Investment income-net.
    8. Realized gain (loss) on investments-net.
    (a) State separately the net realized gain or loss on transactions 
in: (1) Investment securities of unaffiliated issuers, (2) investment 
securities of affiliated issuers, and (3) other investments.
    (b) Distributions of capital gains by other investment companies 
shall be shown separately under this caption.
    (c) State separately any: (1) Federal income taxes and (2) other 
income taxes applicable to realized gain (loss) on investments, 
distinguishing taxes payable currently from deferred income taxes.
    9. Net income or loss.



Sec. 210.6-09  Statements of changes in net assets.

    Statements of changes in net assets filed for persons to whom this 
article is applicable shall comply with the following provisions:

                   Statements of Changes in Net Assets

    1. Operations. State separately: (a) Investment income-net as shown 
by Sec. 210.6-07.6; (b) realized gain (loss) on investments-net of any 
Federal or other income taxes applicable to such amounts; (c) increase 
(decrease) in unrealized appreciation or depreciation-net of any Federal 
or other income taxes applicable to such amounts; and (d) net increase 
(decrease) in net assets resulting from operations as shown by 
Sec. 210.6-07.9.
    2. Net equalization charges and credits. State the net amount of 
accrued undivided earnings separately identified in the price of capital 
shares issued and repurchased.
    3. Distributions to shareholders. State separately distributions to 
shareholders from: (a) Investment income-net; (b) realized gain from 
investment transactions-net; and (c) other sources.
    4. Capital share transactions. (a) State the increase or decrease in 
net assets derived from the net change in the number of outstanding 
shares or units.
    (b) Disclose in the body of the statements or in the notes, for each 
class of the person's shares, the number and value of shares issued in 
reinvestment of dividends as well as the number of dollar amounts 
received for shares sold and paid for shares redeemed.
    5. Total increase (decrease).
    6. Net assets at the beginning of the period.
    7. Net assets at the end of the period. Disclose parenthetically the 
balance of undistributed net investment income included in net assets at 
the end of the period.



Sec. 210.6-10  What schedules are to be filed.

    (a) When information is required in schedules for both the person 
and its subsidiaries consolidated, it may be presented in the form of a 
single schedule, provided that items pertaining to the registrant are 
separately shown and that such single schedule affords a properly 
summarized presentation of the facts.
    (b) The schedules shall be examined by an independent accountant if 
the related financial statements are so examined.
    (c) Management investment companies. (1) Except as otherwise 
provided in the applicable form, the schedules specified in this 
paragraph shall be filed for management investment companies as of the 
dates of the most recent audited balance sheet and any subsequent 
unaudited statement being filed for each person or group.
    Schedule I--Investments in securities of unaffiliated issuers. The 
schedule prescribed by Sec. 210.12-12 shall be filed in support of 
caption 1 of each balance sheet.
    Schedule II--Investments in and advances to affiliates. The schedule 
prescribed by Sec. 210.12-14 shall be filed in support of caption 2 of 
each balance sheet.

[[Page 311]]

    Schedule III--Investments--securities sold short. The schedule 
prescribed by Sec. 210.12-12A shall be filed in support of caption 9(a) 
of each balance sheet.
    Schedule IV--Open option contracts written. The schedule prescribed 
by Sec. 210.12-13 shall be filed in support of caption 9(b) of each 
balance sheet.
    Schedule V--Open futures contracts. The schedule prescribed by 
Sec. 210.12-13A shall be filed in support of captions 3(a) and 9(c) of 
each balance sheet.
    Schedule VI--Open forward foreign currency contracts. The schedule 
prescribed by Sec. 210.12-13B shall be filed in support of captions 3(b) 
and 9(d) of each balance sheet.
    Schedule VII--Open swap contracts. The schedule prescribed by 
Sec. 210.12-13C shall be filed in support of captions 3(c) and 9(e) of 
each balance sheet.
    Schedule VIII--Investments--other than those presented in 
Secs. 210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B and 12-13C. The 
schedule prescribed by Sec. 210.12-13D shall be filed in support of 
captions 3(d) and 9(f) of each balance sheet.
    (2) When permitted by the applicable form, the schedule specified in 
this paragraph may be filed for management investment companies as of 
the dates of the most recent audited balance sheet and any subsequent 
unaudited statement being filed for each person or group.
    Schedule IX--Summary schedule of investments in securities of 
unaffiliated issuers. The schedule prescribed by Sec. 210.12-12B may be 
filed in support of caption 1 of each balance sheet.
    (d) Unit investment trusts. Except as otherwise provided in the 
applicable form:
    (1) Schedules I and II, specified below in this section, shall be 
filed for unit investment trusts as of the dates of the most recent 
audited balance sheet and any subsequent unaudited statement being filed 
for each person or group.
    (2) Schedule III, specified below in this section, shall be filed 
for unit investment trusts for each period for which a statement of 
operations is required to be filed for each person or group.
    Schedule I--Investment in securities. The schedule prescribed by 
Sec. 210.12-12 shall be filed in support of caption 1 of each balance 
sheet (Sec. 210.6-04).
    Schedule II--Allocation of trust assets to series of trust shares. 
If the trust assets are specifically allocated to different series of 
trust shares, and if such allocation is not shown in the balance sheet 
in columnar form or by the filing of separate statements for each series 
of trust shares, a schedule shall be filed showing the amount of trust 
assets, indicated by each balance sheet filed, which is applicable to 
each series of trust shares.
    Schedule III--Allocation of trust income and distributable funds to 
series of trust shares. If the trust income and distributable funds are 
specifically allocated to different series of trust shares and if such 
allocation is not shown in the statement of operations in columnar form 
or by the filing of separate statements for each series of trust shares, 
a schedule shall be submitted showing the amount of income and 
distributable funds, indicated by each statement of operations filed, 
which is applicable to each series of trust shares.
    (e) Face-amount certificate investment companies. Except as 
otherwise provided in the applicable form:
    (1) Schedules I, V and X, specified below, shall be filed for face-
amount certificate investment companies as of the dates of the most 
recent audited balance sheet and any subsequent unaudited statement 
being filed for each person or group.
    (2) All other schedules specified below in this section shall be 
filed for face-amount certificate investment companies for each period 
for which a statement of operations is filed, except as indicated for 
Schedules III and IV.
    Schedule I--Investment in securities of unaffiliated issuers. The 
schedule prescribed by Sec. 210.12-21 shall be filed in support of 
caption 1 and, if applicable, caption 5(a) of each balance sheet. 
Separate schedules shall be furnished in support of each caption, if 
applicable.
    Schedule II--Investments in and advances to affiliates and income 
thereon. The schedule prescribed by Sec. 210.12-22 shall be filed in 
support of captions 1 and 5(b) of each balance sheet and caption 1 of 
each statement of operations. Separate schedules shall be furnished in 
support of each caption, if applicable.

[[Page 312]]

    Schedule III--Mortgage loans on real estate and interest earned on 
mortgages. The schedule prescribed by Sec. 210.12-23 shall be filed in 
support of captions 1 and 5(c) of each balance sheet and caption 1 of 
each statement of operations, except that only the information required 
by Column G and note 8 of the schedule need be furnished in support of 
statements of operations for years for which related balance sheets are 
not required.
    Schedule IV--Real estate owned and rental income. The schedule 
prescribed by Sec. 210.12-24 shall be filed in support of captions 1 and 
5(a) of each balance sheet and caption 1 of each statement of operations 
for rental income included therein, except that only the information 
required by Columns H, I and J, and item ``Rent from properties sold 
during the period'' and note 4 of the schedule need be furnished in 
support of statements of operations for years for which related balance 
sheets are not required.
    Schedule V--Qualified assets on deposit. The schedule prescribed by 
Sec. 210.12-27 shall be filed in support of the information required by 
caption 4 of Sec. 210.6-06 as to total amount of qualified assets on 
deposit.
    Schedule VI--Certificate reserves. The schedule prescribed by 
Sec. 210.12-26 shall be filed in support of caption 7 of each balance 
sheet.
    Schedule VII--Valuation and qualifying accounts. The schedule 
prescribed by Sec. 210.12-09 shall be filed in support of all other 
reserves included in the balance sheet.

[81 FR 82013, Nov. 18, 2016]

           Employee Stock Purchase, Savings and Similar Plans



Sec. 210.6A-01  Application of Secs. 210.6A-01 to 210.6A-05.

    (a) Sections 210.6A-01 to 210.6A-05 shall be applicable to financial 
statements filed for employee stock purchase, savings and similar plans.
    (b) [Reserved]

[47 FR 56843, Dec. 21, 1982]



Sec. 210.6A-02  Special rules applicable to employee stock purchase,
savings and similar plans.

    The financial statements filed for persons to which this article is 
applicable shall be prepared in accordance with the following special 
rules in addition to the general rules in Secs. 210.1-01 to 210.4-10. 
Where the requirements of a special rule differ from those prescribed in 
a general rule, the requirements of the special rule shall be met.
    (a) Investment programs. If the participating employees have an 
option as to the manner in which their deposits and contributions may be 
invested, a description of each investment program shall be given in a 
footnote or otherwise. The number of employees under each investment 
program shall be stated.
    (b) Net asset value per unit. Where appropriate, the number of units 
and the net asset value per unit shall be given by footnote or 
otherwise.
    (c) Federal income taxes. (1) If the plan is not subject to Federal 
income taxes, a note shall so state indicating briefly the principal 
assumptions on which the plan relied in not making provision for such 
taxes.
    (2) State the Federal income tax status of the employee with respect 
to the plan.
    (d) Valuation of assets. The statement of financial condition shall 
reflect all investments at value, showing cost parenthetically. For 
purposes of this rule, the term value shall mean (1) market value for 
those securities having readily available market quotations and (2) fair 
value as determined in good faith by the trustee(s) for the plan (or by 
the person or persons who exercise similar responsibilities) with 
respect to other securities and assets.

[47 FR 56843, Dec. 21, 1982]



Sec. 210.6A-03  Statements of financial condition.

    Statements of financial condition filed under this rule shall comply 
with the following provisions:

                               Plan Assets

    1. Investments in securities of participating employers. State 
separately each class of securities of the participating employer or 
employers.

[[Page 313]]

    2. Investments in securities of unaffiliated issuers.
    (a) United States Government bonds and other obligations. Include 
only direct obligations of the United States Government.
    (b) Other securities. State separately (1) marketable securities and 
(2) other securities.
    3. Investments. Other than securities. State separately each major 
class.
    4. Dividends and interest receivable.
    5. Cash.
    6. Other assets. State separately (a) total of amounts due from 
participating employers or any of their directors, officers and 
principal holders of equity securities; (b) total of amounts due from 
trustees or managers of the plan; and (c) any other significant amounts.

                       Liabilities and Plan Equity

    7. Liabilities. State separately (a) total of amounts payable to 
participating employers; (b) total of amounts payable to participating 
employees; and (c) any other significant amounts.
    8. Reserves and other credits. State separately each significant 
item and describe each such item by using an appropriate caption or by a 
footnote referred to in the caption.
    9. Plan equity at close of period.

[27 FR 7870, Aug. 9, 1962. Redesignated at 47 FR 56843, Dec. 21, 1982]



Sec. 210.6A-04  Statements of income and changes in plan equity.

    Statements of income and changes in plan equity filed under this 
rule shall comply with the following provisions:

    1. Net investment income.
    (a) Income. State separately income from (1) cash dividends; (2) 
interest, and (3) other sources. Income from investments in or 
indebtedness of participating employers shall be segregated under the 
appropriate subcaption.
    (b) Expenses. State separately any significant amounts.
    (c) Net investment income.
    2. Realized gain or loss on investments. (a) State separately the 
net of gains or losses arising from transactions in (1) investments in 
securities of the participating employer or employers; (2) other 
investments in securities; and (3) other investments.
    (b) State in a footnote or otherwise for each category of investment 
in paragraph (a) above the aggregate cost, the aggregate proceeds and 
the net gain or loss. State the principle followed in determining the 
cost of securities sold, e.g., average cost or first-in, first-out.
    3. Unrealized appreciation or depreciation of investments. (a) State 
the amount of increase or decrease in unrealized appreciation or 
depreciation of investments during the period.
    (b) State in a footnote or otherwise the amount of unrealized 
appreciation or depreciation of investments at the beginning of the 
period of report, at the end of the period of report, and the increase 
or decrease during the period.
    4. Contributions and deposits. (a) State separately (1) total of 
amounts deposited by participating employees, and (2) total of amounts 
contributed by the participating employer or employers.
    (b) If employees of more than one employer participate in the plan, 
state in tabular form in a footnote or otherwise the amount contributed 
by each employer and the deposits of the employees of each such 
employer.
    5. Withdrawals, lapses and forfeitures. State separately (a) 
balances of employees' accounts withdrawn, lapsed or forfeited during 
the period; (b) amounts disbursed in settlement of such accounts; and 
(c) disposition of balances remaining after settlement specified in (b).
    6. Plan equity at beginning of period.
    7. Plan equity at end of period.

[27 FR 7870, Aug. 9, 1962. Redesignated at 47 FR 56843, Dec. 21, 1982]



Sec. 210.6A-05  What schedules are to be filed.

    (a) Schedule I, specified below, shall be filed as of the most 
recent audited statement of financial condition and any subsequent 
unaudited statement of financial condition being filed. Schedule II 
shall be filed as of the date of each statement of financial condition 
being filed. Schedule III shall be filed for each period for which a 
statement of income and changes in plan equity is filed. All schedules 
shall be audited if the related statements are audited.

    Schedule I--Investments. A schedule substantially in form prescribed 
by Sec. 210.12-12 shall be filed in support of captions 1, 2 and 3 of 
each statement of financial condition unless substantially all of the 
information is given in the statement of financial condition by footnote 
or otherwise.
    Schedule II--Allocation of plan assets and liabilities to investment 
program. If the plan provides for separate investment programs with 
separate funds, and if the allocation of assets and liabilities to the 
several funds is not shown in the statement of financial condition in 
columnar form or by the submission of separate statements for each fund, 
a schedule shall be submitted showing the allocation of each caption of 
each statement of financial condition filed to the applicable fund.

[[Page 314]]

    Schedule III--Allocation of plan income and changes in plan equity 
to investment programs. If the plan provides for separate investment 
programs with separate funds, and if the allocation of income and 
changes in plan equity to the several funds is not shown in the 
statement of income and changes in plan equity in columnar form or by 
the submission of separate statements for each fund, a schedule shall be 
submitted showing the allocation of each caption of each statement of 
income and changes in plan equity filed to the applicable fund.
    (b) [Reserved]

[45 FR 63676, Sept. 25, 1980. Redesignated at 47 FR 56843, Dec. 21, 
1982, and amended at 50 FR 25215, June 18, 1985]

                           Insurance Companies

    Source: Sections 210.7-01 through 210.7-05 appears at 46 FR 54335, 
Nov. 2, 1981, unless otherwise noted.



Sec. 210.7-01  Application of Secs. 210.7-01 to 210.7-05.

    This article shall be applicable to financial statements filed for 
insurance companies.



Sec. 210.7-02  General requirement.

    (a) The requirements of the general rules in Secs. 210.1-01 to 
210.4-10 (Articles 1, 2, 3, 3A and 4) shall be applicable except where 
they differ from requirements of Secs. 210.7-01 to 210.7-05.
    (b) Financial statements filed for mutual life insurance companies 
and wholly owned stock insurance company subsidiaries of mutual life 
insurance companies may be prepared in accordance with statutory 
accounting requirements. Financial statements prepared in accordance 
with statutory accounting requirements may be condensed as appropriate, 
but the amounts to be reported for net gain from operations (or net 
income or loss) and total capital and surplus (or surplus as regards 
policyholders) shall be the same as those reported on the corresponding 
Annual Statement.



Sec. 210.7-03  Balance sheets.

    (a) The purpose of this rule is to indicate the various items which, 
if applicable, and except as otherwise permitted by the Commission, 
should appear on the face of the balance sheets and in the notes thereto 
filed for persons to whom this article pertains. (See Sec. 210.4-01(a).)

                                 Assets

    1. Investments--other than investments in related parties.
    (a) Fixed maturities.
    (b) Equity securities.
    (c) Mortgage loans on real estate.
    (d) Investment real estate.
    (e) Policy loans.
    (f) Other long-term investments.
    (g) Short-term investments.
    (h) Total investments.

    Notes: (1) State parenthetically or otherwise in the balance sheet 
(a) the basis of determining the amounts shown in the balance sheet and 
(b) as to fixed maturities and equity securities either aggregate cost 
or aggregate value at the balance sheet date, whichever is the alternate 
amount of the carrying value in the balance sheet. Consideration shall 
be given to the discussion of ``Valuation of Securities'' in Sec. 404.03 
of the Codification of Financial Reporting Policies.
    (2) Include under fixed maturities: bonds, notes, marketable 
certificates of deposit with maturities beyond one year, and redeemable 
preferred stocks. Include under equity securities: common stocks and 
nonredeemable preferred stocks.
    (3) State separately in the balance sheet or in a note thereto the 
amount of accumulated depreciation and amortization deducted from 
investment real estate. Subcaption (d) shall not include real estate 
acquired in settling title claims, mortgage guaranty claims, and similar 
insurance claims. Real estate acquired in settling claims shall be 
included in caption 10, ``Other Assets,'' or shown separately, if 
material.
    (4) Include under subcaption (g) investments maturing within one 
year, such as commercial paper maturing within one year, marketable 
certificates of deposit maturing within one year, savings accounts, time 
deposits and other cash accounts and cash equivalents earning interest. 
State in a note any amounts subject to withdrawal or usage restrictions. 
(See Sec. 210.5-02.1.)
    (5) State separately in a note the amount of any class of 
investments included in subcaption (f) if such amount exceeds ten 
percent of stockholders' equity.
    (6) State in a note the name of any person in which the total amount 
invested in the person and its affiliates, included in the above 
subcaptions, exceeds ten percent of total stockholders' equity. For this 
disclosure, include in the amount invested in a person and its 
affiliates the aggregate of indebtedness and stocks issued by such 
person and its affiliates that is included in the several subcaptions 
above, and the amount of any real estate included in subcaption (d) that 
was purchased or acquired from such

[[Page 315]]

person and its affiliates. Indicate the amount included in each 
subcaption. An investment in bonds and notes of the United States 
Government or of a United States Government agency or authority which 
exceeds ten percent of total stockholders' equity need not be reported.
    (7) State in a note the amount of investments included under each 
subcaption (a), (c), (d) and (f) which have been non-income producing 
for the twelve months preceding the balance sheet date.
    2. Cash. Cash on hand or on deposit that is restricted as to 
withdrawal or usage shall be disclosed separately on the balance sheet. 
The provisions of any restrictions shall be described in a note to the 
financial statements. Restrictions may include legally restricted 
deposits held as compensating balances against short-term borrowing 
arrangements, contracts entered into with others, or company statements 
of intention with regard to particular deposits. In cases where 
compensating balance arrangements exist but are not agreements which 
legally restrict the use of cash amounts shown on the balance sheet, 
describe in the notes to the financial statements these arrangements and 
the amount involved, if determinable, for the most recent audited 
balance sheet required. Compensating balances that are maintained under 
an agreement to assure future credit availability shall be disclosed in 
the notes to the financial statements along with the amount and terms of 
the agreement.
    3. Securities and indebtedness of related parties. State separately 
(a) investments in related parties and (b) indebtedness from such 
related parties. (See Sec. 210.4-08(k).)
    4. Accrued investment income.
    5. Accounts and notes receivable. Include under this caption (a) 
amounts receivable from agents and insureds, (b) uncollected premiums 
and (c) other receivables. State separately in the balance sheet or in a 
note thereto any category of other receivable which is in excess of five 
percent of total assets. State separately in the balance sheet or in a 
note thereto the amount of allowance for doubtful accounts that was 
deducted.
    6. Reinsurance recoverable on paid losses.
    7. Deferred policy acquisition costs.
    8. Property and equipment. (a) State the basis of determining the 
amounts.
    (b) State separately in the balance sheet or in a note thereto the 
amount of accumulated depreciation and amortization of property and 
equipment.
    9. Title plant.
    10. Other assets. State separately in the balance sheet or in a note 
thereto any other asset the amount of which exceeds five percent of 
total assets.
    11. Assets held in separate accounts. Include under this caption the 
aggregate amount of assets used to fund liabilities related to variable 
annuities, pension funds and similar activities. The aggregate liability 
shall be included under caption 18. Describe in a note to the financial 
statements the general nature of the activities being reported on in the 
separate accounts.
    12. Total assets.

                  Liabilities and Stockholders' Equity

    13. Policy liabilities and accruals. (a) State separately in the 
balance sheet the amounts of (1) future policy benefits and losses, 
claims and loss expenses, (2) unearned preminums and (3) other policy 
claims and benefits payable.
    (b) State in a note to the financial statements the basis of 
assumptions (interest rates, mortality, withdrawals) for future policy 
benefits and claims and settlements which are stated at present value.
    (c) Information shall be given in a note concerning the general 
nature of reinsurance transactions, including a description of the 
significant types of reinsurance agreements executed. The information 
provided shall include (1) the nature of the contingent liability in 
connection with insurance ceded and (2) the nature and effect of 
material nonrecurring reinsurance transactions.
    14. Other policyholders' funds. (a) Include amounts of supplementary 
contracts without life contingencies, policyholders' dividend 
accumulations, undistributed earnings on participating business, 
dividends to policyholders and retrospective return premiums (not 
included elsewhere) and any similar items. State separately in the 
balance sheet or in a note thereto any item the amount of which is in 
excess of five percent of total liabilities.
    (b) State in a note to the financial statements the relative 
significance of participating insurance expressed as percentages of (1) 
insurance in force and (2) premium income; and the method by which 
earnings and dividends allocable to such insurance is determined.
    15. Other liabilities. (a) Include under this caption such items as 
accrued payrolls, accrued interest and taxes. State separately in the 
balance sheet or in a note thereto any item included in other 
liabilities the amount of which exceeds five percent of total 
liabilities.
    (b) State separately in the balance sheet or in a note thereto the 
amount of (1) income taxes payable and (2) deferred income taxes. 
Disclose separately the amount of deferred income taxes applicable to 
unrealized appreciation of equity securities.
    16. Notes payable, bonds, mortgages and similar obligations, 
including capitalized leases. (a) State separately in the balance sheet 
the amounts of (1) short-term debt and (2) long-term debt including 
capitalized leases.
    (b) The disclosure required by Sec. 210.5-02.19(b) shall be given if 
the aggregate of short-term borrowings from banks, factors

[[Page 316]]

and other financial institutions and commercial paper issued exceeds 
five percent of total liabilities.
    (c) The disclosure requirements of Sec. 210.5-02.22 shall be 
followed for long-term debt.
    17. Indebtedness to related parties. (See Sec. 210.4-0.8(k).)
    18. Liabilities related to separate accounts. [See caption 11.]
    19. Commitments and contingent liabilities.

                       Redeemable Preferred Stocks

    20. Preferred stocks subject to mandatory redemption requirements or 
whose redemption is outside the control of the issuer. The 
classification and disclosure requirements of Sec. 210.5-02.27 shall be 
followed.

                     Nonredeemable Preferred Stocks

    21. Preferred stocks which are not redeemable or are redeemable 
solely at the option of the issuer. The classification and disclosure 
requirements of Sec. 210.5-02.28 shall be followed.

                              Common Stocks

    22. Common stocks. The classification and disclosure requirements of 
Sec. 210.5-02.29 shall be followed.

                       Other Stockholders' Equity

    23. Other stockholders' equity. (a) Separate captions shall be shown 
for (1) additional paid-in capital, (2) other additional capital, (3) 
unrealized appreciation or depreciation of equity securities less 
applicable deferred income taxes, (4) retained earnings (i) appropriated 
and (ii) unappropriated. (See Sec. 210.4-08(e).) Additional paid-in 
capital and other additional capital may be combined with the stock 
caption to which they apply, if appropriate.
    (b) The classification and disclosure requirements of Sec. 210.5-
02.30(b) shall be followed for dating and effect of a quasi-
reorganization.
    (c) State in a note the following information separately for (1) 
life insurance legal entities, and (2) property and liability insurance 
legal entities: the amount of statutory stockholders' equity as of the 
date of each balance sheet presented and the amount of statutory net 
income or loss for each period for which an income statement is 
presented.

                        Noncontrolling Interests

    24. Noncontrolling interests in consolidated subsidiaries. The 
disclosure requirements of Sec. 210.5-02.31 shall be followed.
    25. Total liabilities and equity.

[46 FR 54335, Nov. 2, 1981, as amended at 50 FR 25215, June 18, 1985; 74 
FR 18615, Apr. 23, 2009]



Sec. 210.7-04  Income statements.

    The purpose of this rule is to indicate the various items which, if 
applicable, should appear on the face of the income statements and in 
the notes thereto filed for persons to whom this article pertains. (See 
Sec. 210.4-01(a).)

                                Revenues

    1. Premiums. Include premiums from reinsurance assumed and deduct 
premiums on reinsurance ceded. Where applicable, the amounts included in 
this caption should represent premiums earned.
    2. Net investment income. State in a note to the financial 
statements, in tabular form, the amounts of (a) investment income from 
each category of investments listed in the subcaptions of Sec. 210.7-
03.1 that exceeds five percent of total investment income, (b) total 
investment income, (c) applicable expenses, and (d) net investment 
income.
    3. Realized investment gains and losses. Disclose the following 
amounts:
    (a) Net realized investment gains and losses, which shall be shown 
separately regardless of size.
    (b) Indicate in a footnote the registrant's policy with respect to 
whether investment income and realized gains and losses allocable to 
policyholders and separate accounts are included in the investment 
income and realized gain and loss amounts reported in the income 
statement. If the income statement includes investment income and 
realized gains and losses allocable to policyholders and separate 
accounts, indicate the amounts of such allocable investment income and 
realized gains and losses and the manner in which the insurance 
enterprise's obligation with respect to allocation of such investment 
income and realized gains and losses is otherwise accounted for in the 
financial statements.
    (c) The method followed in determining the cost of investments sold 
(e.g., ``average cost,'' ``first-in, first-out,'' or ``identified 
certificate'') shall be disclosed.
    (d) For each period for which an income statement is filed, include 
in a note an analysis of realized and unrealized investment gains and 
losses on fixed maturities and equity securities. For each period, state 
separately for fixed maturities [see Sec. 210.7-03.1(a)] and for equity 
securities [see Sec. 210.7-03.1(b)] the following amounts:
    (1) Realized investment gains and losses, and
    (2) The change during the period in the difference between value and 
cost.

The change in the difference between value and cost shall be given for 
both categories of investments even though they may be shown on the 
related balance sheet on a basis other than value.

[[Page 317]]

    4. Other income. Include all revenues not included in captions 1 and 
2 above. State separately in the statement any amounts in excess of five 
percent of total revenue, and disclose the nature of the transactions 
from which the items arose.

                      Benefits, Losses and Expenses

    5. Benefits, claims, losses and settlement expenses.
    6. Policyholders' share of earnings on participating policies, 
dividends and similar items. (See Sec. 210.7-03.14(b).)
    7. Underwriting, acquisition and insurance expenses. State 
separately in the income statement or in a note thereto (a) the amount 
included in this caption representing deferred policy acquisition costs 
amortized to income during the period, and (b) the amount of other 
operating expenses. State separately in the income statement any 
material amount included in all other operating expenses.
    8. Income or loss before income tax expense and appropriate items 
below.
    9. Income tax expense. Include under this caption only taxes based 
on income. (See Sec. 210.4-08(g).)
    10. Equity in earnings of unconsolidated subsidiaries and 50% or 
less owned persons. State, parenthetically or in a note, the amount of 
dividends received from such persons. If justified by the circumstances, 
this item may be presented in a different position and a different 
manner. (See Sec. 210.4-01(a).)
    11. Income or loss from continuing operations.
    12. Discontinued operations.
    13. Income or loss before extraordinary items and cumulative effects 
of changes in accounting principles.
    14. Extraordinary items, less applicable tax.
    15. Cumulative effects of changes in accounting principles.
    16. Net income or loss.
    17. Net income attributable to the noncontrolling interest.
    18. Net income attributable to the controlling interest.
    19. Earnings per share data.

[46 FR 54335, Nov. 2, 1981, as amended at 57 FR 45293, Oct. 1, 1992; 74 
FR 18615, Apr. 23, 2009]



Sec. 210.7-05  What schedules are to be filed.

    (a) Except as expressly provided otherwise in the applicable form:
    (1) The schedule specified below in this section as Schedules I 
shall be as of the date of the most recent audited balance sheet for 
each person or group.
    (2) The schedules specified below in this section as Schedule IV and 
V shall be filed for each period for which an audited income statement 
is required to be filed for each person or group.
    (3) Schedules II, III and V shall be filed as of the date and for 
periods specified in the schedule.
    (b) When information is required in schedules for both the 
registrant and the registrant and its subsidiaries consolidated it may 
be presented in the form of a single schedule: Provided, That items 
pertaining to the registrant are shown separately and that such single 
schedule affords a properly summarized presentation of the facts. If the 
information required by any schedule (including the notes thereto) may 
be shown in the related financial statement or in a note thereto without 
making such statement unclear or confusing, that procedure may be 
followed and the schedule omitted.
    (c) The schedules shall be examined by the independent accountant.

    Schedule I--Summary of investments--other than investments in 
related parties. The schedule prescribed by Sec. 210.12-15 shall be 
filed in support of caption 1 of the most recent audited balance sheet.
    Schedule II--Condensed financial information of registrant. The 
schedule prescribed by Sec. 210.12-04 shall be filed when the restricted 
net assets (Sec. 210.4.08(e)(3)) of consolidated subsidiaries exceed 25 
percent of consolidated net assets as of the end of the most recently 
completed fiscal year. For purposes of the above test, restricted net 
assets of consolidated subsidiaries shall mean that amount of the 
registrant's proportionate share of net assets of consolidated 
subsidiaries (after intercompany eliminations) which as of the end of 
the most recent fiscal year may not be transferred to the parent company 
by subsidiaries in the form of loans, advances or cash dividends without 
the consent of a third party (i.e., lender, regulatory agency, foreign 
government, etc.). Where restrictions on the amount of funds which may 
be loaned or advanced differ from the amount restricted as to transfer 
in the form of cash dividends, the amount least restrictive to the 
subsidiary shall be used. Redeemable preferred stocks (Sec. 210.7-03.20) 
and noncontrolling interests shall be deducted in computing net assets 
for purposes of this test.
    Schedule III--Supplementary insurance information. The schedule 
prescribed by Sec. 210.12-16 shall be filed giving segment detail in 
support of various balance sheet and income statement captions. The 
required balance sheet information shall be presented as of the date of 
each audited balance sheet filed, and the income statement information 
shall

[[Page 318]]

be presented for each period for which an audited income statement is 
required to be filed, for each person or group.
    Schedule IV--Reinsurance. The schedule prescribed by Sec. 210.12-17 
shall be filed for reinsurance ceded and assumed.
    Schedule V--Valuation and qualifying accounts. The schedule 
prescribed by Sec. 210.12-09 shall be filed in support of valuation and 
qualifying accounts included in the balance sheet (see Sec. 210.4-02).
    Schedule VI--Supplemental Information Concerning Property-Casualty 
Insurance Operations. The information required by Sec. 210.12-18 shall 
be presented as of the same dates and for the same periods for which the 
information is reflected in the audited consolidated financial 
statements required by Secs. 210.3-01 and 3-02. The schedule may be 
omitted if reserves for unpaid property-casualty claims and claim 
adjustment expenses of the registrant and its consolidated subsidiaries, 
its unconsolidated subsidiaries and its 50%-or-less-owned equity basis 
investees did not in the aggregate, exceed one-half of common 
stockholders' equity of the registrant and its consolidated subsidiaries 
as of the beginning of the fiscal year. For purposes of this test, only 
the proportionate share of the registrant and its other subsidiaries in 
the reserves for unpaid claims and claim adjustment expenses of 50%-or-
less-owned equity investees taken in the aggregate after intercompany 
eliminations shall be taken into account. Article 12--Form and Content 
of Schedules (17 CFR 210)

[46 FR 54335, Nov. 2, 1981, as amended at 47 FR 29837, July 9, 1982; 49 
FR 47598, Dec. 6, 1984; 59 FR 65637, Dec. 20, 1994; 74 FR 18615, Apr. 
23, 2009]

      Article 8 Financial Statements of Smaller Reporting Companies

    Source: 73 FR 953, Jan. 4, 2008, unless otherwise noted.



Sec. 210.8-01  Preliminary Notes to Article 8.

    Sections 210.8-01 to 210.8-08 shall be applicable to financial 
statements filed for smaller reporting companies. These sections are not 
applicable to financial statements prepared for the purposes of Item 17 
or Item 18 of Form 20-F.
    Note 1 to Sec. 210.8: Financial statements of a smaller reporting 
company, as defined by Sec. 229.10(f)(1) of this chapter, its 
predecessors or any businesses to which the smaller reporting company is 
a successor shall be prepared in accordance with generally accepted 
accounting principles in the United States.
    Note 2 to Sec. 210.8: Smaller reporting companies electing to 
prepare their financial statements with the form and content required in 
this article need not apply the other form and content requirements in 
Regulation S-X with the exception of the following:
    a. The report and qualifications of the independent accountant shall 
comply with the requirements of Article 2 of this part;
    b. The description of accounting policies shall comply with Article 
4-08(n) of this part; and
    c. Smaller reporting companies engaged in oil and gas producing 
activities shall follow the financial accounting and reporting standards 
specified in Article 4-10 of this part with respect to such activities.
    To the extent that Article 11-01 of this part (Pro Forma 
Presentation Requirements) offers enhanced guidelines for the 
preparation, presentation and disclosure of pro forma financial 
information, smaller reporting companies may wish to consider these 
items.
    Note 3 to Sec. 210.8: Financial statements for a subsidiary of a 
smaller reporting company that issues securities guaranteed by the 
smaller reporting company or guarantees securities issued by the smaller 
reporting company must be presented as required by Sec. 210.3-10, except 
that the periods presented are those required by Sec. 210.8-02.
    Note 4 to Sec. 210.8: Financial statements for a smaller reporting 
company's affiliates whose securities constitute a substantial portion 
of the collateral for any class of securities registered or being 
registered must be presented as required by Sec. 210.3-16, except that 
the periods presented are those required by Sec. 210.8-02.
    Note 5 to Sec. 210.8: The Commission, where consistent with the 
protection of investors, may permit the omission of one or more of the 
financial statements or the substitution of appropriate statements of 
comparable character. The Commission by informal written notice may 
require the filing of other financial statements where necessary or 
appropriate.
    Note 6 to Sec. 210.8: Section 210.4-01(a)(3) shall apply to the 
preparation of financial statements of smaller reporting companies.



Sec. 210.8-02  Annual financial statements.

    Smaller reporting companies shall file an audited balance sheet as 
of the end of each of the most recent two fiscal years, or as of a date 
within 135 days if the issuer has existed for a period of less than one 
fiscal year, and audited statements of income, cash flows and changes in 
stockholders' equity for each of the two fiscal years preceding the date 
of the most recent audited balance sheet (or such shorter period as the 
registrant has been in business).

[[Page 319]]



Sec. 210.8-03  Interim financial statements.

    Interim financial statements may be unaudited; however, before 
filing, interim financial statements included in quarterly reports on 
Form 10-Q (Sec. 249.308(a) of this chapter) must be reviewed by an 
independent public accountant using professional standards and 
procedures for conducting such reviews, as established by generally 
accepted auditing standards, as may be modified or supplemented by the 
Commission. If, in any filing, the issuer states that interim financial 
statements have been reviewed by an independent public accountant, a 
report of the accountant on the review must be filed with the interim 
financial statements. Interim financial statements shall include a 
balance sheet as of the end of the issuer's most recent fiscal quarter, 
a balance sheet as of the end of the preceding fiscal year, and income 
statements and statements of cash flows for the interim period up to the 
date of such balance sheet and the comparable period of the preceding 
fiscal year.
    (a) Condensed format. Interim financial statements may be condensed 
as follows:
    (1) Balance sheets should include separate captions for each balance 
sheet component presented in the annual financial statements that 
represents 10% or more of total assets. Cash and retained earnings 
should be presented regardless of relative significance to total assets. 
Registrants that present a classified balance sheet in their annual 
financial statements should present totals for current assets and 
current liabilities.
    (2) Income statements should include net sales or gross revenue, 
each cost and expense category presented in the annual financial 
statements that exceeds 20% of sales or gross revenues, provision for 
income taxes, discontinued operations, extraordinary items and 
cumulative effects of changes in accounting principles or practices. 
(Financial institutions should substitute net interest income for sales 
for purposes of determining items to be disclosed.) Dividends per share 
should be presented.
    (3) Cash flow statements should include cash flows from operating, 
investing and financing activities as well as cash at the beginning and 
end of each period and the increase or decrease in such balance.
    (4) Additional line items may be presented to facilitate the 
usefulness of the interim financial statements, including their 
comparability with annual financial statements.
    (b) Disclosure required and additional instructions as to content--
(1) Footnotes. Footnote and other disclosures should be provided as 
needed for fair presentation and to ensure that the financial statements 
are not misleading.
    (2) Material subsequent events and contingencies. Disclosure must be 
provided of material subsequent events and material contingencies 
notwithstanding disclosure in the annual financial statements.
    (3) Significant equity investees. Sales, gross profit, net income 
(loss) from continuing operations, net income, and net income 
attributable to the investee must be disclosed for equity investees that 
constitute 20 percent or more of a registrant's consolidated assets, 
equity or income from continuing operations attributable to the 
registrant.
    (4) Significant dispositions and business combinations. If a 
significant disposition or business combination has occurred during the 
most recent interim period and the transaction required the filing of a 
Form 8-K (Sec. 249.308 of this chapter), pro forma data must be 
presented that reflects revenue, income from continuing operations, net 
income, net income attributable to the registrant and income per share 
for the current interim period and the corresponding interim period of 
the preceding fiscal year as though the transaction occurred at the 
beginning of the periods.
    (5) Material accounting changes. Disclosure must be provided of the 
date and reasons for any material accounting change. The registrant's 
independent accountant must provide a letter in the first Form 10-Q 
(Sec. 249.308a of this chapter) filed after the change indicating 
whether or not the change is to a preferable method. Disclosure must be 
provided of any retroactive

[[Page 320]]

change to prior period financial statements, including the effect of any 
such change on income and income per share.
    (6) Development stage companies. A registrant in the development 
stage must provide cumulative financial information from inception.

Instruction 1 to Sec. 210.8-03: Where Article 8 is applicable to a Form 
10-Q and the interim period is more than one quarter, income statements 
must also be provided for the most recent interim quarter and the 
comparable quarter of the preceding fiscal year.
    Instruction 2 to Sec. 210.8-03: Interim financial statements must 
include all adjustments that, in the opinion of management, are 
necessary in order to make the financial statements not misleading. An 
affirmative statement that the financial statements have been so 
adjusted must be included with the interim financial statements.

[73 FR 953, Jan. 4, 2008, as amended at 74 FR 18615, Apr. 23, 2009]



Sec. 210.8-04  Financial statements of businesses acquired or to
be acquired.

    (a) If a business combination has occurred or is probable, financial 
statements of the business acquired or to be acquired shall be furnished 
for the periods specified in paragraph (c) of this section:
    (1) This encompasses the purchase of an interest in a business 
accounted for by the equity method.
    (2) Acquisitions of a group of related businesses that are probable 
or that have occurred subsequent to the latest fiscal year end for which 
audited financial statements of the issuer have been filed shall be 
treated as if they are a single business combination for purposes of 
this section. The required financial statements of related businesses 
may be presented on a combined basis for any periods they are under 
common control or management. A group of businesses is deemed to be 
related if:
    (i) They are under common control or management;
    (ii) The acquisition of one business is conditioned on the 
acquisition of each other business; or
    (iii) Each acquisition is conditioned on a single common event.
    (3) Annual financial statements required by this rule shall be 
audited. The form and content of the financial statements shall be in 
accordance with Secs. 210.8-02 and 8-03.
    (b) The periods for which financial statements are to be presented 
are determined by comparison of the most recent annual financial 
statements of the business acquired or to be acquired and the smaller 
reporting company's most recent annual financial statements filed at or 
before the date of acquisition to evaluate each of the following 
conditions:
    (1) Compare the smaller reporting company's investments in and 
advances to the acquiree to the total consolidated assets of the smaller 
reporting company as of the end of the most recently completed fiscal 
year.
    (2) Compare the smaller reporting company's proportionate share of 
the total assets (after intercompany eliminations) of the acquiree to 
the total consolidated assets of the smaller reporting company as of the 
end of the most recently completed fiscal year.
    (3) Compare the smaller reporting company's equity in the income 
from continuing operations before income taxes, extraordinary items and 
cumulative effect of a change in accounting principles of the acquiree 
exclusive of amounts attributable to any noncontrolling interests to 
such consolidated income of the smaller reporting company for the most 
recently completed fiscal year.

    Computational note to Sec. 210.8-04(b): For purposes of making the 
prescribed income test the following guidance should be applied: If 
income of the smaller reporting company and its subsidiaries 
consolidated exclusive of amounts attributable to any noncontrolling 
interests for the most recent fiscal year is at least 10 percent lower 
than the average of the income for the last five fiscal years, such 
average income should be substituted for purposes of the computation. 
Any loss years should be omitted for purposes of computing average 
income.

    (c)(1) If none of the conditions specified in paragraph (b) of this 
section exceeds 20%, financial statements are not required. If any of 
the conditions exceed 20%, but none exceeds 40%, financial statements 
shall be furnished for the most recent fiscal year and any interim 
periods specified in Sec. 210.8-03. If any of the conditions exceed 40%, 
financial statements shall be furnished

[[Page 321]]

for the two most recent fiscal years and any interim periods specified 
in Sec. 210.8-03.
    (2) The separate audited balance sheet of the acquired business is 
not required when the smaller reporting company's most recent audited 
balance sheet filed is for a date after the acquisition was consummated.
    (3) If the aggregate impact of individually insignificant businesses 
acquired since the date of the most recent audited balance sheet filed 
for the registrant exceeds 50%, financial statements covering at least 
the substantial majority of the businesses acquired shall be furnished. 
Such financial statements shall be for the most recent fiscal year and 
any interim periods specified in Sec. 210.8-03.
    (4) Registration statements not subject to the provisions of 
Sec. 230.419 of this chapter (Regulation C) and proxy statements need 
not include separate financial statements of the acquired or to be 
acquired business if it does not meet or exceed any of the conditions 
specified in paragraph (b) of this section at the 50 percent level, and 
either:
    (i) The consummation of the acquisition has not yet occurred; or
    (ii) The effective date of the registration statement, or mailing 
date in the case of a proxy statement, is no more than 74 days after 
consummation of the business combination, and the financial statements 
have not been filed previously by the registrant.
    (5) An issuer that omits from its initial registration statement 
financial statements of a recently consummated business combination 
pursuant to paragraph (c)(4) of this section shall furnish those 
financial statements and any pro forma information specified by 
Sec. 210.8-05 under cover of Form 8-K (Sec. 249.308 of this chapter) no 
later than 75 days after consummation of the acquisition.
    (d) If the smaller reporting company made a significant business 
acquisition after the latest fiscal year end and filed a report on Form 
8-K, which included audited financial statements of such acquired 
business for the periods required by paragraph (c) of this section and 
the pro forma financial information required by Sec. 210.8-05, the 
determination of significance may be made by using pro forma amounts for 
the latest fiscal year in the report on Form 8-K rather than by using 
the historical amounts of the registrant. The tests may not be made by 
``annualizing'' data.
    (e) If the business acquired or to be acquired is a foreign 
business, financial statements of the business meeting the requirements 
of Item 17 of Form 20-F (Sec. 249.220f of this chapter) will satisfy 
this section.

[73 FR 953, Jan. 4, 2008, as amended at 74 FR 18616, Apr. 23, 2009]



Sec. 210.8-05  Pro forma financial information.

    (a) Pro forma information showing the effects of the acquisition 
shall be furnished if financial statements of a business acquired or to 
be acquired are presented.
    (b) Pro forma statements should be condensed, in columnar form 
showing pro forma adjustments and results, and should include the 
following:
    (1) If the transaction was consummated during the most recent fiscal 
year or subsequent interim period, pro forma statements of income 
reflecting the combined operations of the entities for the latest fiscal 
year and interim period, if any; or
    (2) If consummation of the transaction has occurred or is probable 
after the date of the most recent balance sheet required by Sec. 210.8-
02 or Sec. 210.8-03, a pro forma balance sheet giving effect to the 
combination as of the date of the most recent balance sheet. For a 
purchase, pro forma statements of income reflecting the combined 
operations of the entities for the latest fiscal year and interim 
period, if any, are required.



Sec. 210.8-06  Real estate operations acquired or to be acquired.

    If, during the period for which income statements are required, the 
smaller reporting company has acquired one or more properties that in 
the aggregate are significant, or since the date of the latest balance 
sheet required by Sec. 210.8-02 or Sec. 210.8-03, has acquired or 
proposes to acquire one or more properties that in the aggregate are 
significant, the following shall be furnished with respect to such 
properties:

[[Page 322]]

    (a) Audited income statements (not including earnings per unit) for 
the two most recent years, which shall exclude items not comparable to 
the proposed future operations of the property such as mortgage 
interest, leasehold rental, depreciation, corporate expenses and federal 
and state income taxes; Provided, however, that such audited statements 
need be presented for only the most recent fiscal year if:
    (1) The property is not acquired from a related party;
    (2) Material factors considered by the smaller reporting company in 
assessing the property are described with specificity in the 
registration statement with regard to the property, including source of 
revenue (including, but not limited to, competition in the rental 
market, comparative rents, occupancy rates) and expenses (including but 
not limited to, utilities, ad valorem tax rates, maintenance expenses, 
and capital improvements anticipated); and
    (3) The smaller reporting company indicates that, after reasonable 
inquiry, it is not aware of any material factors relating to the 
specific property other than those discussed in response to paragraph 
(a)(2) of this section that would cause the reported financial 
information not to be necessarily indicative of future operating 
results.
    (b) If the property will be operated by the smaller reporting 
company, a statement shall be furnished showing the estimated taxable 
operating results of the smaller reporting company based on the most 
recent twelve-month period, including such adjustments as can be 
factually supported. If the property will be acquired subject to a net 
lease, the estimated taxable operating results shall be based on the 
rent to be paid for the first year of the lease. In either case, the 
estimated amount of cash to be made available by operations shall be 
shown. Disclosure must be provided of the principal assumptions that 
have been made in preparing the statements of estimated taxable 
operating results and cash to be made available by operations.
    (c) If appropriate under the circumstances, a table should be 
provided that shows, for a limited number of years, the estimated cash 
distribution per unit, indicating the portion reportable as taxable 
income and the portion representing a return of capital with an 
explanation of annual variations, if any. If taxable net income per unit 
will be greater than the cash available for distribution per unit, that 
fact and the approximate year of occurrence shall be stated, if 
significant.



Sec. 210.8-07  Limited partnerships.

    (a) Smaller reporting companies that are limited partnerships must 
provide the balance sheets of the general partners as described in 
paragraphs (b) through (d) of this section.
    (b) Where a general partner is a corporation, the audited balance 
sheet of the corporation as of the end of its most recently completed 
fiscal year must be filed. Receivables, other than trade receivables, 
from affiliates of the general partner should be deducted from 
shareholders' equity of the general partner. Where an affiliate has 
committed itself to increase or maintain the general partner's capital, 
the audited balance sheet of such affiliate must also be presented.
    (c) Where a general partner is a partnership, there shall be filed 
an audited balance sheet of such partnership as of the end of its most 
recently completed fiscal year.
    (d) Where the general partner is a natural person, there shall be 
filed, as supplemental information, a balance sheet of such natural 
person as of a recent date. Such balance sheet need not be audited. The 
assets and liabilities should be carried at estimated fair market value, 
with provisions for estimated income taxes on unrealized gains. The net 
worth of such general partner(s), based on such balance sheet(s), singly 
or in the aggregate, shall be disclosed in the registration statement.



Sec. 210.8-08  Age of financial statements.

    At the date of filing, financial statements included in filings 
other than filings on Form 10-K must be not less current than the 
financial statements that would be required in Forms 10-K and 10-Q if 
such reports were required to be filed. If required financial statements 
are as of a date 135 days or more

[[Page 323]]

before the date a registration statement becomes effective or proxy 
material is expected to be mailed, the financial statements shall be 
updated to include financial statements for an interim period ending 
within 135 days of the effective or expected mailing date. Interim 
financial statements must be prepared and presented in accordance with 
paragraph (b) of this section.
    (a) When the anticipated effective or mailing date falls within 45 
days after the end of the fiscal year, the filing may include financial 
statements only as current as of the end of the third fiscal quarter; 
Provided, however, that if the audited financial statements for the 
recently completed fiscal year are available or become available before 
effectiveness or mailing, they must be included in the filing; and
    (b) If the effective date or anticipated mailing date falls after 45 
days but within 90 days of the end of the smaller reporting company's 
fiscal year, the smaller reporting company is not required to provide 
the audited financial statements for such year end provided that the 
following conditions are met:
    (1) If the smaller reporting company is a reporting company, all 
reports due must have been filed;
    (2) For the most recent fiscal year for which audited financial 
statements are not yet available, the smaller reporting company 
reasonably and in good faith expects to report income from continuing 
operations attributable to the registrant before taxes; and
    (3) For at least one of the two fiscal years immediately preceding 
the most recent fiscal year the smaller reporting company reported 
income from continuing operations attributable to the registrant before 
taxes.

[73 FR 953, Jan. 4, 2008, as amended at 74 FR 18616, Apr. 23, 2009]

                         Bank Holding Companies

    Source: Sections 210.9-01 through 210.9-07 appear at 48 FR 11107, 
Mar. 16, 1983, unless otherwise noted.



Sec. 210.9-01  Application of Secs. 210.9-01 to 210.9-07

    This article is applicable to consolidated financial statements 
filed for bank holding companies and to any financial statements of 
banks that are included in filings with the Commission.



Sec. 210.9-02  General requirement.

    The requirements of the general rules in Secs. 210.1 to 210.4 
(Articles 1, 2, 3, 3A and 4) should be complied with where applicable.



Sec. 210.9-03  Balance sheets.

    The purpose of this rule is to indicate the various items which, if 
applicable, should appear on the face of the balance sheets or in the 
notes thereto.

                                 Assets

    1. Cash and due from banks. The amounts in this caption should 
include all noninterest bearing deposits with other banks.
    (a) Any withdrawal and usage restrictions (including requirements of 
the Federal Reserve to maintain certain average reserve balances) or 
compensating balance requirements should be disclosed (see Sec. 210.5-
02-1).
    2. Interest-bearing deposits in other banks.
    3. Federal funds sold and securities purchased under resale 
agreements of similar arrangements. These amounts should be presented 
gross and not netted against Federal funds purchased and securities sold 
under agreement to repurchase as reported in Caption 13.
    4. Trading account assets. Include securities or any other 
investments held for trading purposes only.
    5. Other short-term investments.
    6. Investment securities Include securities held for investment 
only. Disclose the aggregate book value of investment securities; show 
on the balance sheet the aggregate market value at the balance sheet 
date. The aggregate amounts should include securities pledged, loaned or 
sold under repurchase agreements and similar arrangements; borrowed 
securities and securities purchased under resale agreements or similar 
arrangements should be excluded.
    (a) Disclose in a note the carrying value and market value of 
securities of (1) the U.S. Treasury and other U.S. Government agencies 
and corporations; (2) states of the U.S. and political subdivisions; and 
(3) other securities.
    7. Loans. Disclose separately (1) total loans, (2) the related 
allowance for losses and (3) unearned income.
    (a) Disclose on the balance sheet or in a note the amount of total 
loans in each of the following categories:
    (1) Commercial, financial and agricultural
    (2) Real estate--construction
    (3) Real estate--mortgage
    (4) Installment loans to individuals

[[Page 324]]

    (5) Lease financing
    (6) Foreign
    (7) Other (State separately any other loan category regardless of 
relative size if necessary to reflect any unusual risk concentration).
    (b) A series of categories other than those specified in (a) above 
may be used to present details of loans if considered a more appropriate 
presentation.
    (c) The amount of foreign loans must be presented if the disclosures 
provided by Sec. 210.9-05 are required.
    (d) For each period for which an income statement is required, 
furnish in a note a statement of changes in the allowance for loan 
losses showing the balances at beginning and end of the period provision 
charged to income, recoveries of amounts charged off and losses charged 
to the allowance.
    (e)(1)(i) As of each balance sheet date, disclose in a note the 
aggregate dollar amount of loans (exclusive of loans to any such persons 
which in the aggregate do not exceed $60,000 during the latest year) 
made by the registrant or any of its subsidiaries to directors, 
executive officers, or principal holders of equity securities 
(Sec. 210.1-02) of the registrant or any of its significant subsidiaries 
(Sec. 210.1-02), or to any associate of such persons. For the latest 
fiscal year, an analysis of activity with respect to such aggregate 
loans to related parties should be provided. The analysis should include 
the aggregate amount at the beginning of the period, new loans, 
repayments, and other changes. (Other changes, if significant, should be 
explained.)
    (ii) This disclosure need not be furnished when the aggregate amount 
of such loans at the balance sheet date (or with respect to the latest 
fiscal year, the maximum amount outstanding during the period) does not 
exceed 5 percent of stockholders equity at the balance sheet date.
    (2) If a significant portion of the aggregate amount of loans 
outstanding at the end of the fiscal year disclosed pursuant to 
(e)(1)(i) above relates to loans which are disclosed as nonaccrual, past 
due, restructured or potential problems (see Item III.C. 1. or 2. of 
Industry Guide 3, Statistical Disclosure by Bank Holding Companies), so 
state and disclose the aggregate amounts of such loans along with such 
other information necessary to an understanding of the effects of the 
transactions on the financial statements.
    (3) Notwithstanding the aggregate disclosure called for by (e)(1) 
above, if any loans were not made in the ordinary course of business 
during any period for which an income statement is required to be filed, 
provide an appropriate description of each such loan (see Sec. 210.4-
08(L)(3)).
    (4) Definition of terms. For purposes of this rule, the following 
definitions shall apply:
    Associate means (i) a corporation, venture or organization of which 
such person is a general partner or is, directly or indirectly, the 
beneficial owner of 10 percent or more of any class of equity 
securities; (ii) any trust or other estate in which such person has a 
substantial beneficial interest or for which such person serves as 
trustee or in a similar capacity and (iii) any member of the immediate 
family of any of the foregoing persons.
    Executive officers means the president, any vice president in charge 
of a principal business unit, division or function (such as loans, 
investments, operations, administration or finance), and any other 
officer or person who performs similar policymaking functions.
    Immediate Family means such person's spouse; parents; children; 
siblings; mothers and fathers-in-law; sons and daughters-in-law; and 
brothers and sisters-in-law.
    Ordinary course of business means those loans which were made on 
substantially the same terms, including interest rate and collateral, as 
those prevailing at the same time for comparable transactions with 
unrelated persons and did not involve more than the normal risk of 
collectibility or present other unfavorable features.
    8. Premises and equipment.
    9. Due from customers on acceptances. Include amounts receivable 
from customers on unmatured drafts and bills of exchange that have been 
accepted by a bank subsidiary or by other banks for the account of a 
subsidiary and that are outstanding--that is, not held by a subsidiary 
bank, on the reporting date. (If held by a bank subsidiary, they should 
be reported as ``loans'' under Sec. 210.9-03.7.)
    10. Other assets. Disclose separately on the balance sheet or in a 
note thereto any of the following assets or any other asset the amount 
of which exceeds thirty percent of stockholders equity. The remaining 
assets may be shown as one amount.
    (1) Excess of cost over tangible and identifiable intangible assets 
acquired (net of amortization).
    (2) Other intangible assets (net of amortization).
    (3) Investments in and indebtness of affiliates and other persons.
    (4) Other real estates.
    (a) Disclose in a note the basis at which other real estate is 
carried. An reduction to fair market value from the carrying value of 
the related loan at the time of acquisition shall be accounted for as a 
loan loss. Any allowance for losses on other real estate which has been 
established subsequent to acquisition should be deducted from other real 
estate. For each period for which an income statement is required, 
disclosures should be made in a note as to the changes in the 
allowances, including balance at beginning and end of period, provision 
charged to income, and losses charged to the allowance.
    11. Total assets.

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                  Liabilities and Stockholders' Equity

                               Liabilities

    12. Deposits. Disclose separately the amounts of noninterest bearing 
deposits and interest bearing deposits.
    (a) The amount of noninterest bearing deposits and interest bearing 
deposits in foreign banking offices must be presented if the disclosure 
provided by Sec. 210.0-05 are required.
    13. Short-term borrowing. Disclosure separately on the balance sheet 
or in a note, amounts payable for (1) Federal funds purchased and 
securities sold under agreements to repurchase; (2) commercial paper, 
and (3) other short-term borrowings.
    (a) Disclose any unused lines of credit for short-term financing: 
(Sec. 210.5-02.19(b)).
    14. Bank acceptances outstanding. Disclose the aggregate of 
unmatured drafts and bills of exchange accepted by a bank subsidiary, or 
by some other bank as its agent, less the amount of such acceptances 
acquired by the bank subsidiary through discount or purchase.
    15. Other liabilities. Disclose separately on the balance sheet or 
in a note any of the following liabilities or any other items which are 
individually in excess of thirty percent of stockholders' equity (except 
that amounts in excess of 5 percent of stockholders' equity should be 
disclosed with respect to item (4)). The remaining items may be shown as 
one amount.
    (1) Income taxes payable.
    (2) Deferred income taxes.
    (3) Indebtedness to affiliates and other persons the investments in 
which are accounted for by the equity method.
    (4) Indebtedness to directors, executive officers, and principal 
holders of equity securities of the registrant or any of its significant 
subsidiaries (the guidance in Sec. 210.9-03.7(e) shall be used to 
identify related parties for purposes of this disclosure).
    (5) Accounts payable and accrued expenses.
    16. Long-term debt. Disclose in a note the information required by 
Sec. 210.5-02.22.
    17. Commitments and contingent liabilities.

                       Redeemable Preferred Stocks

    18. Preferred stocks subject to mandatory redemption requirements or 
whose redemption is outside the control of the issuer. See Sec. 210.5-
02.27.

                     Non-redeemable Preferred Stocks

    19. Preferred stocks which are not redeemable or are redeemable 
solely at the option of the issuer. See Sec. 210.5-02.28.

                              Common Stocks

    20. Common stocks. See Sec. 210.5-02.29.

                       Other Stockholders' Equity

    21. Other stockholders' equity. See Sec. 210.5-02.30.

                        Noncontrolling Interests

    22. Noncontrolling interests in consolidated subsidiaries. The 
disclosure requirements of Sec. 210.5-02.31 shall be followed.
    23. Total liabilities and equity.

[48 FR 11107, Mar. 16, 1983, as amended at 48 FR 37612, Aug. 19, 1983; 
50 FR 25215, June 18, 1985; 74 FR 18616, Apr. 23, 2009]



Sec. 210.9-04  Income statements.

    The purpose of this rule is to indicate the various items which, if 
applicable, should appear on the face of the income statement or in the 
notes thereto.

    1. Interest and fees on loans. Include commitment and origination 
fees, late charges and current amortization of premium and accretion of 
discount on loans which are related to or are an adjustment of the loan 
interest rate.
    2. Interest and dividends on investment securities. Disclosure 
separately (1) taxable interest income, (2) nontaxable interest income, 
and (3) dividends.
    3. Trading account interest.
    4. Other interest income.
    5. Total interest income (total of lines 1 through 4).
    6. Interest on deposits.
    7. Interest on short-term borrowings.
    8. Interest on long-term debt.
    9. Total interest expense (total of lines 6 through 8).
    10. Net interest income (line 5 minus line 9).
    11. Provision for loan losses.
    12. Net interest income after provision for loan losses.
    13. Other income. Disclose separately any of the following amounts, 
or any other item of other income, which exceed one percent of the 
aggregate of total interest income and other income. The remaining 
amounts may be shown as one amount, except for investment securities 
gains or losses which shall be shown separately regardless of size.
    (a) Commissions and fees and fiduciary activities.
    (b) Commissions, broker's fees and markups on securities 
underwriting and other securities activities.
    (c) Insurance commissions, fees and premiums.
    (d) Fees for other customer services.
    (e) Profit or loss on transactions in securities in dealer trading 
account.
    (f) Equity in earnings of unconsolidated subsidiaries and 50 percent 
or less owned persons.

[[Page 326]]

    (g) Gains or losses on disposition of equity in securities of 
subsidiaries or 50 percent or less owned persons.
    (h) Investment securities gains or losses. The method followed in 
determining the cost of investments sold (e.g., ``average cost,'' 
``first-in, first-out,'' or ``identified certificate) and related income 
taxes shall be disclosed.
    14. Other expenses. Disclose separately any of the following 
amounts, or any other item of other expense, which exceed one percent of 
the aggregate of total interest income and other income. The remaining 
amounts may be shown as one amount.
    (a) Salaries and employee benefits.
    (b) Net occupancy expense of premises.
    (c) Goodwill amortization.
    (d) Net cost of operation of other real estate (including provisions 
for real estate losses, rental income and gains and losses on sales of 
real estate).
    15. Income or loss before income tax expense.
    16. Income tax expense. The information required by Sec. 210.4-08(h) 
should be disclosed.
    17. Income or loss before extraordinary items and cumulative effects 
of changes in accounting principles.
    18. Extraordinary items, less applicable tax.
    19. Cumulative effects of changes in accounting principles.
    20. Net income or loss.
    21. Net income attributable to the noncontrolling interest.
    22. Net income attributable to the controlling interest.
    23. Earnings per share data.

[48 FR 11107, Mar. 16, 1983, as amended at 50 FR 25215, June 18, 1985; 
74 FR 18616, Apr. 23, 2009]



Sec. 210.9-05  Foreign activities.

    (a) General requirement. Separate disclosure concerning foreign 
activities shall be made for each period in which either (1) assets, or 
(2) revenue, or (3) income (loss) before income tax expense, or (4) net 
income (loss), each as associated with foreign activities, exceeded ten 
percent of the corresponding amount in the related financial statements.
    (b) Disclosures. (1) Disclose total identifiable assets (net of 
valuation allowances) associated with foreign activities.
    (2) For each period for which an income statement is filed, state 
the amount of revenue, income (loss) before taxes, and net income (loss) 
associated with foreign activities. Disclose significant estimates and 
assumptions (including those related to the cost of capital) used in 
allocating revenue and expenses to foreign activities; describe the 
nature and effects of any changes in such estimates and assumptions 
which have a significant impact on interperiod comparability.
    (3) The information in paragraph (b) (1) and (2) of this section 
shall be presented separately for each significant geographic area and 
in the aggregate for all other geographic areas not deemed significant.
    (c) Definitions. (1) Foreign activities include loans and other 
revenues producing assets and transactions in which the debtor or 
customer, whether an affiliated or unaffiliated person, is domiciled 
outside the United States.
    (2) The term revenue includes the total of the amount reported at 
Secs. 210.9-04.5 and 210.9-04.13.
    (3) A significant geographic area is one in which assets or revenue 
or income before income tax or net income exceed 10 percent of the 
comparable amount as reported in the financial statements.



Sec. 210.9-06  Condensed financial information of registrant.

    The information prescribed by Sec. 210.12-04 shall be presented in a 
note to the financial statements when the restricted net assets 
(Sec. 210.4-08(e)(3)) of consolidated subsidiaries exceed 25 percent of 
consolidated net assets as of the end of the most recently completed 
fiscal year. The investment in and indebtedness of and to bank 
subsidiaries shall be stated separately in the condensed balance sheet 
from amounts for other subsidiaries; the amount of cash dividends paid 
to the registrant for each of the last three years by bank subsidiaries 
shall be stated separately in the condensed income statement from 
amounts for other subsidiaries. For purposes of the above test, 
restricted net assets of consolidated subsidiaries shall mean that 
amount of the registrant's proportionate share of net assets of 
consolidated subsidiaries (after intercompany eliminations) which as of 
the end of the most recent fiscal year may not be transferred to the 
parent company by subsidiaries in the form of loans, advances or cash 
dividends without the consent of a third party (i.e., lender, regulatory 
agency, foreign government, etc.).

[[Page 327]]

Where restrictions on the amount of funds which may be loaned or 
advanced differ from the amount restricted as to transfer in the form of 
cash dividends, the amount least restrictive to the subsidiary shall be 
used. Redeemable preferred stocks (Sec. 210.5-02.27) and noncontrolling 
interests shall be deducted in computing net assets for purposes of this 
test.

[48 FR 11107, Mar. 16, 1983, as amended at 74 FR 18616, Apr. 23, 2009]



Sec. 210.9-07  [Reserved]

                      Interim Financial Statements



Sec. 210.10-01  Interim financial statements.

    (a) Condensed statements. Interim financial statements shall follow 
the general form and content of presentation prescribed by the other 
sections of this Regulation with the following exceptions:
    (1) Interim financial statements required by this rule need only be 
provided as to the registrant and its subsidiaries consolidated and may 
be unaudited. Separate statements of other entities which may otherwise 
be required by this regulation may be omitted.
    (2) Interim balance sheets shall include only major captions (i.e., 
numbered captions) prescribed by the applicable sections of this 
Regulation with the exception of inventories. Data as to raw materials, 
work in process and finished goods inventories shall be included either 
on the face of the balance sheet or in the notes to the financial 
statements, if applicable. Where any major balance sheet caption is less 
than 10% of total assets, and the amount in the caption has not 
increased or decreased by more than 25% since the end of the preceding 
fiscal year, the caption may be combined with others.
    (3) Interim statements of income shall also include major captions 
prescribed by the applicable sections of this Regulation. When any major 
income statement caption is less than 15% of average net income for the 
most recent three fiscal years and the amount in the caption has not 
increased or decreased by more than 20% as compared to the corresponding 
interim period of the preceding fiscal year, the caption may be combined 
with others. In calculating average net income, loss years should be 
excluded. If losses were incurred in each of the most recent three 
years, the average loss shall be used for purposes of this test. 
Notwithstanding these tests, Sec. 210.4-02 applies and de minimis 
amounts therefore need not be shown separately, except that registrants 
reporting under Sec. 210.9 shall show investment securities gains or 
losses separately regardless of size.
    (4) The statement of cash flows may be abbreviated starting with a 
single figure of net cash flows from operating activities and showing 
cash changes from investing and financing activities individually only 
when they exceed 10% of the average of net cash flows from operating 
activities for the most recent three years. Notwithstanding this test, 
Sec. 210.4-02 applies and de minimis amounts therefore need not be shown 
separately.
    (5) The interim financial information shall include disclosures 
either on the face of the financial statements or in accompanying 
footnotes sufficient so as to make the interim information presented not 
misleading. Registrants may presume that users of the interim financial 
information have read or have access to the audited financial statements 
for the preceding fiscal year and that the adequacy of additional 
disclosure needed for a fair presentation, except in regard to material 
contingencies, may be determined in that context. Accordingly, footnote 
disclosure which would substantially duplicate the disclosure contained 
in the most recent annual report to security holders or latest audited 
financial statements, such as a statement of significant accounting 
policies and practices, details of accounts which have not changed 
significantly in amount or composition since the end of the most 
recently completed fiscal year, and detailed disclosures prescribed by 
Rule 4-08 of this Regulation, may be omitted. However, disclosure shall 
be provided where events subsequent to the end of the most recent fiscal 
year have occurred which have a material impact on the registrant. 
Disclosures should

[[Page 328]]

encompass for example, significant changes since the end of the most 
recently completed fiscal year in such items as: accounting principles 
and practices; estimates inherent in the preparation of financial 
statements; status of long-term contracts; capitalization including 
significant new borrowings or modification of existing financing 
arrangements; and the reporting entity resulting from business 
combinations or dispositions. Notwithstanding the above, where material 
contingencies exist, disclosure of such matters shall be provided even 
though a significant change since year end may not have occurred.
    (6) Detailed schedules otherwise required by this Regulation may be 
omitted for purposes of preparing interim financial statements.
    (7) In addition to the financial statements required by paragraphs 
(a) (2), (3) and (4) of this section, registrants in the development 
stage shall provide the cumulative financial statements (condensed to 
the same degree as allowed in this paragraph) and disclosures required 
by FASB ASC Topic 915, Development Stage Entities, to the date of the 
latest balance sheet presented.
    (b) Other instructions as to content. The following additional 
instructions shall be applicable for purposes of preparing interim 
financial statements:
    (1) Summarized income statement information shall be given 
separately as to each subsidiary not consolidated or 50 percent or less 
owned persons or as to each group of such subsidiaries or fifty percent 
or less owned persons for which separate individual or group statements 
would otherwise be required for annual periods. Such summarized 
information, however, need not be furnished for any such unconsolidated 
subsidiary or person which would not be required pursuant to Rule 13a-13 
or 15d-13 to file quarterly financial information with the Commission if 
it were a registrant.
    (2) If appropriate, the income statement shall show earnings per 
share and dividends declared per share applicable to common stock. The 
basis of the earnings per share computation shall be stated together 
with the number of shares used in the computation. In addition, see Item 
601(b)(11) of Regulation S-K, (17 CFR 229.601(b)(11)).
    (3) If, during the most recent interim period presented, the 
registrant or any of its consolidated subsidiaries entered into a 
combination between entities under common control, the interim financial 
statements for both the current year and the preceding year shall 
reflect the combined results of the combined businesses. Supplemental 
disclosure of the separate results of the combined entities for periods 
prior to the combination shall be given, with appropriate explanations.
    (4) Where a material business combination has occurred during the 
current fiscal year, pro forma disclosure shall be made of the results 
of operations for the current year up to the date of the most recent 
interim balance sheet provided (and for the corresponding period in the 
preceding year) as though the companies had combined at the beginning of 
the period being reported on. This pro forma information shall, at a 
minimum, show revenue, income before extraordinary items and the 
cumulative effect of accounting changes, including such income on a per 
share basis, net income, net income attributable to the registrant, and 
net income per share.
    (5) Where the registrant has reported a discontinued operation (as 
required by FASB ASC Subtopic 205-20, Presentation of Financial 
Statements--Discontinued Operations) during any of the periods covered 
by the interim financial statements, the effect thereof on revenues and 
net income--total and per share--for all periods shall be disclosed.
    (6) In addition to meeting the reporting requirements specified by 
existing standards for accounting changes, the registrant shall state 
the date of any material accounting change and the reasons for making 
it. In addition, for filings on Form 10-Q, a letter from the 
registrant's independent accountant shall be filed as an exhibit (in 
accordance with the provisions of Item 601 of Regulation S-K, 17 CFR 
229.601) in the first Form 10-Q after the date of an accounting change 
indicating whether or not the change is to an alternative principle 
which, in the accountant's

[[Page 329]]

judgment, is preferable under the circumstances; except that no letter 
from the accountant need be filed when the change is made in response to 
a standard adopted by the Financial Accounting Standards Board that 
requires such change.
    (7) Any material retroactive prior period adjustment made during any 
period convered by the interim financial statements shall be disclosed, 
together with the effect thereof upon net income--total and per share--
of any prior period included and upon the balance of retained earnings. 
If results of operations for any period presented have been adjusted 
retroactively by such an item subsequent to the initial reporting of 
such period, similar disclosure of the effect of the change shall be 
made.
    (8) Any unaudited interim financial statements furnished shall 
reflect all adjustments which are, in the opinion of management, 
necessary to a fair statement of the results for the interim periods 
presented. A statement to that effect shall be included. Such 
adjustments shall include, for example, appropriate estimated provisions 
for bonus and profit sharing arrangements normally determined or settled 
at year-end. If all such adjustments are of a normal recurring nature, a 
statement to that effect shall be made; otherwise, there shall be 
furnished information describing in appropriate detail the nature and 
amount of any adjustments other than normal recurring adjustments 
entering into the determination of the results shown.
    (c) Periods to be covered. The periods for which interim financial 
statements are to be provided in registration statements are prescribed 
elsewhere in this Regulation (see Secs. 210.3-01 and 3-02). For filings 
on Form 10-Q, financial statements shall be provided as set forth in 
this paragraph (c):
    (1) An interim balance sheet as of the end of the most recent fiscal 
quarter and a balance sheet as of the end of the preceding fiscal year 
shall be provided. The balance sheet as of the end of the preceding 
fiscal year may be condensed to the same degree as the interim balance 
sheet provided. An interim balance sheet as of the end of the 
corresponding fiscal quarter of the preceding fiscal year need not be 
provided unless necessary for an understanding of the impact of seasonal 
fluctuations on the registrant's financial condition.
    (2) Interim statements of income shall be provided for the most 
recent fiscal quarter, for the period between the end of the preceding 
fiscal year and the end of the most recent fiscal quarter, and for the 
corresponding periods of the preceding fiscal year. Such statements may 
also be presented for the cumulative twelve month period ended during 
the most recent fiscal quarter and for the corresponding preceding 
period.
    (3) Interim statements of cash flows shall be provided for the 
period between the end of the preceding fiscal year and the end of the 
most recent fiscal quarter, and for the corresponding period of the 
preceding fiscal year. Such statements may also be presented for the 
cumulative twelve month period ended during the most recent fiscal 
quarter and for the corresponding preceding period.
    (4) Registrants engaged in seasonal production and sale of a single-
crop agricultural commodity may provide interim statements of income and 
cash flows for the twelve month period ended during the most recent 
fiscal quarter and for the corresponding preceding period in lieu of the 
year-to-date statements specified in (2) and (3) above.
    (d) Interim review by independent public accountant. Prior to 
filing, interim financial statements included in quarterly reports on 
Form 10-Q (17 CFR 249.308(a)) must be reviewed by an independent public 
accountant using professional standards and procedures for conducting 
such reviews, as established by generally accepted auditing standards, 
as may be modified or supplemented by the Commission. If, in any filing, 
the company states that interim financial statements have been reviewed 
by an independent public accountant, a report of the accountant on the 
review must be filed with the interim financial statements.
    (e) Filing of other interim financial information in certain cases. 
The Commission may, upon the informal written request of the registrant, 
and where

[[Page 330]]

consistent with the protection of investors, permit the omission of any 
of the interim financial information herein required or the filing in 
substitution thereof of appropriate information of comparable character. 
The Commission may also by informal written notice require the filing of 
other information in addition to, or in substitution for, the interim 
information herein required in any case where such information is 
necessary or appropriate for an adequate presentation of the financial 
condition of any person for which interim financial information is 
required, or whose financial information is otherwise necessary for the 
protection of investors.

[46 FR 12489, Feb. 17, 1981, as amended at 50 FR 25215, June 18, 1985; 
50 FR 49533, Dec. 3, 1985; 57 FR 45293, Oct. 1, 1992; 64 FR 73401, Dec. 
30, 1999; 73 FR 956, Jan. 4, 2008; 74 FR 18616, Apr. 23, 2009; 76 FR 
50120, Aug. 12, 2011]

                     Pro Forma Financial Information

    Source: Sections 210.11-01 through 210.11-03 appear at 47 FR 29837, 
July 9, 1982, unless otherwise noted.



Sec. 210.11-01  Presentation requirements.

    (a) Pro forma financial information shall be furnished when any of 
the following conditions exist:
    (1) During the most recent fiscal year or subsequent interim period 
for which a balance sheet is required by Sec. 210.3-01, a significant 
business combination has occurred (for purposes of these rules, this 
encompasses the acquisition of an interest in a business accounted for 
by the equity method);
    (2) After the date of the most recent balance sheet filed pursuant 
to Sec. 210.3-01, consummation of a significant business combination or 
a combination of entities under common control has occurred or is 
probable;
    (3) Securities being registered by the registrant are to be offered 
to the security holders of a significant business to be acquired or the 
proceeds from the offered securities will be applied directly or 
indirectly to the purchase of a specific significant business;
    (4) The disposition of a significant portion of a business either by 
sale, abandonment or distribution to shareholders by means of a spin-
off, split-up or split-off has occurred or is probable and such 
disposition is not fully reflected in the financial statements of the 
registrant included in the filing;
    (5) During the most recent fiscal year or subsequent interim period 
for which a balance sheet is required by Sec. 210.3-01, the registrant 
has acquired one or more real estate operations or properties which in 
the aggregate are significant, or since the date of the most recent 
balance sheet filed pursuant to that section the registrant has acquired 
or proposes to acquire one or more operations or properties which in the 
aggregate are significant.
    (6) Pro forma financial information required by Sec. 229.914 is 
required to be provided in connection with a roll-up transaction as 
defined in Sec. 229.901(c).
    (7) The registrant previously was a part of another entity and such 
presentation is necessary to reflect operations and financial position 
of the registrant as an autonomous entity; or
    (8) Consummation of other events or transactions has occurred or is 
probable for which disclosure of pro forma financial information would 
be material to investors.
    (b) A business combination or disposition of a business shall be 
considered significant if:
    (1) A comparison of the most recent annual financial statements of 
the business acquired or to be acquired and the registrant's most recent 
annual consolidated financial statements filed at or prior to the date 
of acquisition indicates that the business would be a significant 
subsidiary pursuant to the conditions specified in Sec. 210.1-02(w), 
substituting 20 percent for 10 percent each place it appears therein; or
    (2) The business to be disposed of meets the conditions of a 
significant subsidiary in Sec. 210.1-02(w).
    (c) The pro forma effects of a business combination need not be 
presented pursuant to this section if separate financial statements of 
the acquired business are not included in the filing.
    (d) For purposes of this rule, the term business should be evaluated 
in light of the facts and circumstances involved and whether there is 
sufficient continuity of the acquired entity's operations prior to and 
after the transactions so that disclosure of prior financial information 
is material to an

[[Page 331]]

understanding of future operations. A presumption exists that a separate 
entity, a subsidiary, or a division is a business. However, a lesser 
component of an entity may also constitute a business. Among the facts 
and circumstances which should be considered in evaluating whether an 
acquisition of a lesser component of an entity constitutes a business 
are the following:
    (1) Whether the nature of the revenue-producing activity of the 
component will remain generally the same as before the transaction; or
    (2) Whether any of the following attributes remain with the 
component after the transaction:
    (i) Physical facilities,
    (ii) Employee base,
    (iii) Market distribution system,
    (iv) Sales force,
    (v) Customer base,
    (vi) Operating rights,
    (vii) Production techniques, or
    (viii) Trade names.
    (e) This rule does not apply to transactions between a parent 
company and its totally held subsidiary.

[47 FR 29837, July 9, 1982, as amended at 50 FR 49533, Dec. 3, 1985; 56 
FR 57247, Nov. 8, 1991; 61 FR 54514, Oct. 18, 1996; 74 FR 18616, Apr. 
23, 2009]



Sec. 210.11-02  Preparation requirements.

    (a) Objective. Pro forma financial information should provide 
investors with information about the continuing impact of a particular 
transaction by showing how it might have affected historical financial 
statements if the transaction had been consummated at an earlier time. 
Such statements should assist investors in analyzing the future 
prospects of the registrant because they illustrate the possible scope 
of the change in the registrant's historical financial position and 
results of operations caused by the transaction.
    (b) Form and content. (1) Pro forma financial information shall 
consist of a pro forma condensed balance sheet, pro forma condensed 
statements of income, and accompanying explanatory notes. In certain 
circumstances (i.e., where a limited number of pro forma adjustments are 
required and those adjustments are easily understood), a narrative 
description of the pro forma effects of the transaction may be furnished 
in lieu of the statements described herein.
    (2) The pro forma financial information shall be accompanied by an 
introductory paragraph which briefly sets forth a description of (i) the 
transaction, (ii) the entities involved, and (iii) the periods for which 
the pro forma information is presented. In addition, an explanation of 
what the pro forma presentation shows shall be set forth.
    (3) The pro forma condensed financial information need only include 
major captions (i.e., the numbered captions) prescribed by the 
applicable sections of this Regulation. Where any major balance sheet 
caption is less than 10 percent of total assets, the caption may be 
combined with others. When any major income statement caption is less 
than 15 percent of average net income attributable to the registrant for 
the most recent three fiscal years, the caption may be combined with 
others. In calculating average net income attributable to the 
registrant, loss years should be excluded unless losses were incurred in 
each of the most recent three years, in which case the average loss 
shall be used for purposes of this test. Notwithstanding these tests, de 
minimis amounts need not be shown separately.
    (4) Pro forma statements shall ordinarily be in columnar form 
showing condensed historical statements, pro forma adjustments, and the 
pro forma results.
    (5) The pro forma condensed income statement shall disclose income 
(loss) from continuing operations before nonrecurring charges or credits 
directly attributable to the transaction. Material nonrecurring charges 
or credits and related tax effects which result directly from the 
transaction and which will be included in the income of the registrant 
within the 12 months succeeding the transaction shall be disclosed 
separately. It should be clearly indicated that such charges or credits 
were not considered in the pro forma condensed income statement. If the 
transaction for which pro forma financial information is presented 
relates to the disposition of a business, the pro forma results should 
give effect to the

[[Page 332]]

disposition and be presented under an appropriate caption.
    (6) Pro forma adjustments related to the pro forma condensed income 
statement shall be computed assuming the transaction was consummated at 
the beginning of the fiscal year presented and shall include adjustments 
which give effect to events that are (i) directly attributable to the 
transaction, (ii) expected to have a continuing impact on the 
registrant, and (iii) factually supportable. Pro forma adjustments 
related to the pro forma condensed balance sheet shall be computed 
assuming the transaction was consummated at the end of the most recent 
period for which a balance sheet is required by Sec. 210.3-01 and shall 
include adjustments which give effect to events that are directly 
attributable to the transaction and factually supportable regardless of 
whether they have a continuing impact or are nonrecurring. All 
adjustments should be referenced to notes which clearly explain the 
assumptions involved.
    (7) Historical primary and fully diluted per share data based on 
continuing operations (or net income if the registrant does not report 
either discontinued operations, extraordinary items, or the cumulative 
effects of accounting changes) for the registrant, and primary and fully 
diluted pro forma per share data based on continuing operations before 
nonrecurring charges or credits directly attributable to the transaction 
shall be presented on the face of the pro forma condensed income 
statement together with the number of shares used to compute such per 
share data. For transactions involving the issuance of securities, the 
number of shares used in the calculation of the pro forma per share data 
should be based on the weighted average number of shares outstanding 
during the period adjusted to give effect to shares subsequently issued 
or assumed to be issued had the particular transaction or event taken 
place at the beginning of the period presented. If a convertible 
security is being issued in the transaction, consideration should be 
given to the possible dilution of the pro forma per share data.
    (8) If the transaction is structured in such a manner that 
significantly different results may occur, additional pro forma 
presentations shall be made which give effect to the range of possible 
results.

Instructions: 1. The historical statement of income used in the pro 
forma financial information shall not report operations of a segment 
that has been discontinued, extraordinary items, or the cumulative 
effects of accounting changes. If the historical statement of income 
includes such items, only the portion of the income statement through 
``income from continuing operations'' (or the appropriate modification 
thereof) should be used in preparing pro forma results.
    2. For a business combination, pro forma adjustments for the income 
statement shall include amortization, depreciation and other adjustments 
based on the allocated purchase price of net assets acquired. In some 
transactions, such as in financial institution acquisitions, the 
purchase adjustments may include significant discounts of the historical 
cost of the acquired assets to their fair value at the acquisition date. 
When such adjustments will result in a significant effect on earnings 
(losses) in periods immediately subsequent to the acquisition which will 
be progressively eliminated over a relatively short period, the effect 
of the purchase adjustments on reported results of operations for each 
of the next five years should be disclosed in a note.
    3. For a disposition transaction, the pro forma financial 
information shall begin with the historical financial statements of the 
existing entity and show the deletion of the business to be divested 
along with the pro forma adjustments necessary to arrive at the 
remainder of the existing entity. For example, pro forma adjustments 
would include adjustments of interest expense arising from revised debt 
structures and expenses which will be or have been incurred on behalf of 
the business to be divested such as advertising costs, executive 
salaries and other costs.
    4. For entities which were previously a component of another entity, 
pro forma adjustments should include adjustments similar in nature to 
those referred to in Instruction 3 above. Adjustments may also be 
necessary when charges for corporate overhead, interest, or income taxes 
have been allocated to the entity on a basis other than one deemed 
reasonable by management.
    5. Adjustments to reflect the acquisition of real estate operations 
or properties for the pro forma income statement shall include a 
depreciation charge based on the new accounting basis for the assets, 
interest financing on any additional or refinanced debt, and other 
appropriate adjustments that can be factually supported. See also 
Instruction 4 above.

[[Page 333]]

    6. When consummation of more than one transaction has occurred or is 
probable during a fiscal year, the pro forma financial information may 
be presented on a combined basis; however, in some circumstances (e.g., 
depending upon the combination of probable and consummated transactions, 
and the nature of the filing) it may be more useful to present the pro 
forma financial information on a disaggregated basis even though some or 
all of the transactions would not meet the tests of significance 
individually. For combined presentations, a note should explain the 
various transactions and disclose the maximum variances in the pro forma 
financial information which would occur for any of the possible 
combinations. If the pro forma financial information is presented in a 
proxy or information statement for purposes of obtaining shareholder 
approval of one of the transactions, the effects of that transaction 
must be clearly set forth.
    7. Tax effects, if any, of pro forma adjustments normally should be 
calculated at the statutory rate in effect during the periods for which 
pro forma condensed income statements are presented and should be 
reflected as a separate pro forma adjustment.

    (c) Periods to be presented. (1) A pro forma condensed balance sheet 
as of the end of the most recent period for which a consolidated balance 
sheet of the registrant is required by Sec. 210.3-01 shall be filed 
unless the transaction is already reflected in such balance sheet.
    (2)(i) Pro forma condensed statements of income shall be filed for 
only the most recent fiscal year and for the period from the most recent 
fiscal year end to the most recent interim date for which a balance 
sheet is required. A pro forma condensed statement of income may be 
filed for the corresponding interim period of the preceding fiscal year. 
A pro forma condensed statement of income shall not be filed when the 
historical income statement reflects the transaction for the entire 
period.
    (ii) For a business combination accounted for as a pooling of 
interests, the pro forma income statements (which are in effect a 
restatement of the historical income statements as if the combination 
had been consummated) shall be filed for all periods for which 
historical income statements of the registrant are required.
    (3) Pro forma condensed statements of income shall be presented 
using the registrant's fiscal year end. If the most recent fiscal year 
end of any other entity involved in the transaction differs from the 
registrant's most recent fiscal year end by more than 93 days, the other 
entity's income statement shall be brought up to within 93 days of the 
registrant's most recent fiscal year end, if practicable. This updating 
could be accomplished by adding subsequent interim period results to the 
most recent fiscal year-end information and deducting the comparable 
preceding year interim period results. Disclosure shall be made of the 
periods combined and of the sales or revenues and income for any periods 
which were excluded from or included more than once in the condensed pro 
forma income statements (e.g., an interim period that is included both 
as part of the fiscal year and the subsequent interim period). For 
investment companies subject to Secs. 210.6-01 to 210.6-10, the periods 
covered by the pro forma statements must be the same.
    (4) Whenever unusual events enter into the determination of the 
results shown for the most recently completed fiscal year, the effect of 
such unusual events should be disclosed and consideration should be 
given to presenting a pro forma condensed income statement for the most 
recent twelve-month period in addition to those required in paragraph 
(c)(2)(i) above if the most recent twelve-month period is more 
representative of normal operations.

[47 FR 29837, July 9, 1982, as amended at 50 FR 49533, Dec. 3, 1985; 74 
FR 18616, Apr. 23, 2009]



Sec. 210.11-03  Presentation of financial forecast.

    (a) A financial forecast may be filed in lieu of the pro forma 
condensed statements of income required by Sec. 210.11-02(b)(1).
    (1) The financial forecast shall cover a period of at least 12 
months from the latest of (i) the most recent balance sheet included in 
the filing or (ii) the consummation date or estimated consummation date 
of the transaction.
    (2) The forecasted statement of income shall be presented in the 
same degree of detail as the pro forma condensed statement of income 
required by Sec. 210.11-02(b)(3).

[[Page 334]]

    (3) Assumptions particularly relevant to the transaction and effects 
thereof should be clearly set forth.
    (4) Historical condensed financial information of the registrant and 
the business acquired or to be acquired, if any, shall be presented for 
at least a recent 12 month period in parallel columns with the financial 
forecast.
    (b) Such financial forecast shall be presented in accordance with 
the guidelines established by the American Institute of Certified Public 
Accountants.
    (c) Forecasted earnings per share data shall be substituted for pro 
forma per share data.
    (d) This rule does not permit the filing of a financial forecast in 
lieu of pro forma information required by generally accepted accounting 
principles.

                      Form and Content of Schedules

                                 general



Sec. 210.12-01  Application of Secs. 210.12-01 to 210.12-29.

    These sections prescribe the form and content of the schedules 
required by Secs. 210.5-04, 210.6-10, 210.6A-05, and 210.7-05.

[59 FR 65637, Dec. 20, 1994]



Secs. 210.12-02--210.12-03  [Reserved]



Sec. 210.12-04  Condensed financial information of registrant.

    (a) Provide condensed financial information as to financial 
position, cash flows and results of operations of the registrant as of 
the same dates and for the same periods for which audited consolidated 
financial statements are required. The financial information required 
need not be presented in greater detail than is required for condensed 
statements by Sec. 210.10-01(a) (2), (3) and (4). Detailed footnote 
disclosure which would normally be included with complete financial 
statements may be omitted with the exception of disclosures regarding 
material contingencies, long-term obligations and guarantees. 
Descriptions of significant provisions of the registrant's long-term 
obligations, mandatory dividend or redemption requirements of redeemable 
stocks, and guarantees of the registrant shall be provided along with a 
five-year schedule of maturities of debt. If the material contingencies, 
long-term obligations, redeemable stock requirements and guarantees of 
the registrant have been separately disclosed in the consolidated 
statements, they need not be repeated in this schedule.
    (b) Disclose separately the amounts of cash dividends paid to the 
registrant for each of the last three fiscal years by consolidated 
subsidiaries, unconsolidated subsidiaries and 50 percent or less owned 
persons accounted for by the equity method, respectively.

[46 FR 56180, Nov. 16, 1981, as amended at 57 FR 45293, Oct. 1, 1992]



Sec. 210.12-05--210.12-08  [Reserved]



Sec. 210.12-09  Valuation and qualifying accounts.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Column C--Additions
                                                          Column B--    --------------------------------------                             Column E--
              Column A--Description \1\                   Balance at      (1)--Charged to    (2)--Charged to    Column D--Deductions--   Balance at end
                                                         beginning of        costs and      other accounts--           describe             of period
                                                            period           expenses           describe
--------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ List, by major classes, all valuation and qualifying accounts and reserves not included in specific schedules. Identify each class of valuation and
  qualifying accounts and reserves by descriptive title. Group (a) those valuation and qualifying accounts which are deducted in the balance sheet from
  the assets to which they apply and (b) those reserves which support the balance sheet caption, Reserves. Valuation and qualifying accounts and
  reserves as to which the additions, deductions, and balances were not individually significant may be grouped in one total and in such case the
  information called for under columns C and D need not be given.


[37 FR 14602, July 21, 1972. Redesignated and amended at 45 FR 63679, 
Sept. 25, 1980]

[[Page 335]]



Secs. 210.12-10--210.12-11  [Reserved]

                   For Management Investment Companies



Sec. 210.12-12  Investments in securities of unaffiliated issuers.

               [For management investment companies only]
------------------------------------------------------------------------
           Col. A                    Col. B                Col. C
------------------------------------------------------------------------
Name of issuer and title of   Balance held at       Value of each item
 issue 1 2 3 4.                close of period.      at close of
                               Number of shares--    period.5 6 8 9 10
                               principal amount of
                               bonds and notes \7\.
------------------------------------------------------------------------
\1\ Each issue shall be listed separately: Provided, however, that an
  amount not exceeding five percent of the total of Column C may be
  listed in one amount as ``Miscellaneous securities,'' provided the
  securities so listed are not restricted, have been held for not more
  than one year prior to the date of the related balance sheet, and have
  not previously been reported by name to the shareholders of the person
  for which the schedule is filed or to any exchange, or set forth in
  any registration statement, application, or annual report or otherwise
  made available to the public. If any securities are listed as
  ``Miscellaneous securities,'' briefly explain in a footnote what the
  term represents.
\2\ Categorize the schedule by (i) the type of investment (such as
  common stocks, preferred stocks, convertible securities, fixed income
  securities, government securities, options purchased, warrants, loan
  participations and assignments, commercial paper, bankers'
  acceptances, certificates of deposit, short-term securities,
  repurchase agreements, other investment companies, and so forth); and
  (ii) the related industry, country, or geographic region of the
  investment. Short-term debt instruments (i.e., debt instruments whose
  maturities or expiration dates at the time of acquisition are one year
  or less) of the same issuer may be aggregated, in which case the range
  of interest rates and maturity dates shall be indicated. For issuers
  of periodic payment plan certificates and unit investment trusts, list
  separately: (i) Trust shares in trusts created or serviced by the
  depositor or sponsor of this trust; (ii) trust shares in other trusts;
  and (iii) securities of other investment companies. Restricted
  securities shall not be combined with unrestricted securities of the
  same issuer. Repurchase agreements shall be stated separately showing
  for each the name of the party or parties to the agreement, the date
  of the agreement, the total amount to be received upon repurchase, the
  repurchase date and description of securities subject to the
  repurchase agreements.
\3\ For options purchased, all information required by Sec.  210.12-13
  for options contracts written should be shown. Options on underlying
  investments where the underlying investment would otherwise be
  presented in accordance with Secs.  210.12-12, 12-13A, 12-13B, 12-13C,
  or 12-13D should include the description of the underlying investment
  as would be required by Secs.  210.12-12, 12-13A, 12-13B, 12-13C, or
  12-13D as part of the description of the option.
\4\ Indicate the interest rate or preferential dividend rate and
  maturity date, as applicable, for preferred stocks, convertible
  securities, fixed income securities, government securities, loan
  participations and assignments, commercial paper, bankers'
  acceptances, certificates of deposit, short-term securities,
  repurchase agreements, or other instruments with a stated rate of
  income. For variable rate securities, indicate a description of the
  reference rate and spread and: (1) The end of period interest rate or
  (2) disclose the end of period reference rate for each reference rate
  described in the Schedule in a note to the Schedule. For securities
  with payment in kind income, disclose the rate paid in kind.
\5\ The subtotals for each category of investments, subdivided both by
  type of investment and industry, country or geographic region, shall
  be shown together with their percentage value compared to net assets.
  (Secs.  210.6-04.19 or 210.6-05.4.)
\6\ Column C shall be totaled. The total of Column C shall agree with
  the correlative amounts shown on the related balance sheet.
\7\ Indicate by an appropriate symbol each issue of securities which is
  non-income producing. Evidences of indebtedness and preferred shares
  may be deemed to be income producing if, on the respective last
  interest payment date or date for the declaration of dividends prior
  to the date of the related balance sheet, there was only a partial
  payment of interest or a declaration of only a partial amount of the
  dividends payable; in such case, however, each such issue shall be
  indicated by an appropriate symbol referring to a note to the effect
  that, on the last interest or dividend date, only partial interest was
  paid or partial dividends declared. If, on such respective last
  interest or dividend date, no interest was paid or no cash or in kind
  dividends declared, the issue shall not be deemed to be income
  producing. Common shares shall not be deemed to be income producing
  unless, during the last year preceding the date of the related balance
  sheet, there was at least one dividend paid upon such common shares.
\8\ Indicate by an appropriate symbol each issue of restricted
  securities. State the following in a footnote: (a) As to each such
  issue: (1) Acquisition date, (2) carrying value per unit of investment
  at date of related balance sheet, e.g., a percentage of current market
  value of unrestricted securities of the same issuer, etc., and (3) the
  cost of such securities; (b) as to each issue acquired during the year
  preceding the date of the related balance sheet, the carrying value
  per unit of investment of unrestricted securities of the same issuer
  at: (1) The day the purchase price was agreed to; and (2) the day on
  which an enforceable right to acquire such securities was obtained;
  and (c) the aggregate value of all restricted securities and the
  percentage which the aggregate value bears to net assets.
\9\ Indicate by an appropriate symbol each issue of securities whose
  value was determined using significant unobservable inputs.
\10\ Indicate by an appropriate symbol each issue of securities held in
  connection with open put or call option contracts, loans for short
  sales, or where any portion of the issue is on loan.


[81 FR 82014, Nov. 18, 2016]



Sec. 210.12-12A  Investments--securities sold short.

               [For management investment companies only]
------------------------------------------------------------------------
             Col. A                     Col. B              Col. C
------------------------------------------------------------------------
Name of issuer and title of       Balance of short    Value of each open
 issue 1 2 3.                      position at close   short position 4
                                   of period (number   5 6
                                   of shares).
------------------------------------------------------------------------
\1\ Each issue shall be listed separately.
\2\ Categorize the schedule as required by instruction 2 of Sec.  210.12-
  12.

[[Page 336]]

 
\3\ Indicate the interest rate or preferential dividend rate and
  maturity date, as applicable, for preferred stocks, convertible
  securities, fixed income securities, government securities, loan
  participations and assignments, commercial paper, bankers'
  acceptances, certificates of deposit, short-term securities,
  repurchase agreements, or other instruments with a stated rate of
  income. For variable rate securities, indicate a description of the
  reference rate and spread and: (1) The end of period interest rate or
  (2) disclose the end of period reference rate for each reference rate
  described in the Schedule in a note to the Schedule. For securities
  with payment in kind income, disclose the rate paid in kind.
\4\ The subtotals for each category of investments, subdivided both by
  type of investment and industry, country, or geographic region, shall
  be shown together with their percentage value compared to net assets.
\5\ Column C shall be totaled. The total of Column C shall agree with
  the correlative amounts shown on the related balance sheet.
\6\ Indicate by an appropriate symbol each issue of securities whose
  value was determined using significant unobservable inputs.


[81 FR 82015, Nov. 18, 2016]



Sec. 210.12-12B   Summary schedule of investments in securities of unaffiliated issuers.

----------------------------------------------------------------------------------------------------------------
               Column A                        Column B                 Column C                 Column D
----------------------------------------------------------------------------------------------------------------
Name of issuer and title of issue 1 3  Balance held at close    Value of each item at    Percentage value
 4 5 6 7 8.                             of period. Number of     close of period 2 9 11   compared to net
                                        shares--principal        12 13.                   assets.
                                        amount of bonds and
                                        notes \10\.
----------------------------------------------------------------------------------------------------------------
\1\ Categorize the schedule by (a) the type of investment (such as common stocks, preferred stocks, convertible
  securities, fixed income securities, government securities, options purchased, warrants, loan participations
  and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities,
  repurchase agreements, other investment companies, and so forth); and (b) the related industry, country or
  geographic region of the investment.
\2\ The subtotals for each category of investments, subdivided both by type of investment and industry, country,
  or geographic region, shall be shown together with their percentage value compared to net assets.
\3\ Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred
  stocks, convertible securities, fixed income securities, government securities, loan participations and
  assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities,
  repurchase agreements, or other instruments with a stated rate of income. For variable rate securities,
  indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2)
  disclose the end of period reference rate for each reference rate described in the Schedule in a note to the
  Schedule. For securities with payment in kind income, disclose the rate paid in kind.
\4\ Except as provided in note 6, list separately the 50 largest issues and any other issue the value of which
  exceeded one percent of net asset value of the registrant as of the close of the period. For purposes of the
  list (including, in the case of short-term debt instruments, the first sentence of note 4), aggregate and
  treat as a single issue, respectively, (a) short-term debt instruments (i.e., debt instruments whose
  maturities or expiration dates at the time of acquisition are one year or less) of the same issuer (indicating
  the range of interest rates and maturity dates); and (b) fully collateralized repurchase agreements (indicate
  in a footnote the range of dates of the repurchase agreements, the total purchase price of the securities, the
  total amount to be received upon repurchase, the range of repurchase dates, and description of securities
  subject to the repurchase agreements). Restricted and unrestricted securities of the same issue should be
  aggregated for purposes of determining whether the issue is among the 50 largest issues, but should not be
  combined in the schedule. For purposes of determining whether the value of an issue exceeds one percent of net
  asset value, aggregate and treat as a single issue all securities of any one issuer, except that all fully
  collateralized repurchase agreements shall be aggregated and treated as a single issue. The U.S. Treasury and
  each agency, instrumentality, or corporation, including each government-sponsored entity, that issues U.S.
  government securities is a separate issuer.
\5\ For options purchased, all information required by Sec.  210.12-13 for options contracts written should be
  shown. Options on underlying investments where the underlying investment would otherwise be presented in
  accordance with Secs.  210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D should include the description of the
  underlying investment as would be required by Secs.  210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D as part of
  the description of the option.
\6\ If multiple securities of an issuer aggregate to greater than one percent of net asset value, list each
  issue of the issuer separately (including separate listing of restricted and unrestricted securities of the
  same issue) except that the following may be aggregated and listed as a single issue: (a) Fixed-income
  securities of the same issuer which are not among the 50 largest issues and whose value does not exceed one
  percent of net asset value of the registrant as of the close of the period (indicating the range of interest
  rates and maturity dates); and (b) U.S. government securities of a single agency, instrumentality, or
  corporation, which are not among the 50 largest issues and whose value does not exceed one percent of net
  asset value of the registrant as of the close of the period (indicating the range of interest rates and
  maturity dates). For each category identified pursuant to note 1, group all issues that are neither separately
  listed nor included in a group of securities that is listed in the aggregate as a single issue in a sub-
  category labeled ``Other securities,'' and provide the information for Columns C and D.
\7\ Any securities that would be required to be listed separately or included in a group of securities that is
  listed in the aggregate as a single issue may be listed in one amount as ``Miscellaneous securities,''
  provided the securities so listed are eligible to be, and are, categorized as ``Miscellaneous securities'' in
  the registrant's Schedule of Investments in Securities of Unaffiliated Issuers required under Sec.  210.12-12.
  However, if any security that is included in ``Miscellaneous securities'' would otherwise be required to be
  included in a group of securities that is listed in the aggregate as a single issue, the remaining securities
  of that group must nonetheless be listed as required by notes 4 and 5 even if the remaining securities alone
  would not otherwise be required to be listed in this manner (e.g., because the combined value of the security
  listed in ``Miscellaneous securities'' and the remaining securities of the same issuer exceeds one percent of
  net asset value, but the value of the remaining securities alone does not exceed one percent of net asset
  value).
\8\ If any securities are listed as ``Miscellaneous securities'' pursuant to note 6 or ``Other securities''
  pursuant to note 5, briefly explain in a footnote what those terms represent.
\9\ Total Column C. The total of Column C should equal the total shown on the related balance sheet for
  investments in securities of unaffiliated issuers.
\10\ Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of
  indebtedness and preferred shares may be deemed to be income producing if, on the respective last interest
  payment date or date for the declaration of dividends prior to the date of the related balance sheet, there
  was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in
  such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the
  effect that, on the last interest or dividend date, only partial interest was paid or partial dividends
  declared. If, on such respective last interest or dividend date, no interest was paid or no cash or in kind
  dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to
  be income producing unless, during the last year preceding the date of the related balance sheet, there was at
  least one dividend paid upon such common shares.

[[Page 337]]

 
\11\ Indicate by an appropriate symbol each issue of restricted securities. State the following in a footnote:
  (a) As to each such issue: (1) Acquisition date, (2) carrying value per unit of investment at date of related
  balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc.,
  and (3) the cost of such securities; (b) as to each issue acquired during the year preceding the date of the
  related balance sheet, the carrying value per unit of investment of unrestricted securities of the same issuer
  at: (1) The day the purchase price was agreed to; and (2) the day on which an enforceable right to acquire
  such securities was obtained; and (c) the aggregate value of all restricted securities and the percentage
  which the aggregate value bears to net assets.
\12\ Indicate by an appropriate symbol each issue of securities whose value was determined using significant
  unobservable inputs.
\13\ Indicate by an appropriate symbol each issue of securities held in connection with open put or call option
  contracts, loans for short sales, or where any portion of the issue is on loan.


[81 FR 82015, Nov. 18, 2016]



Sec. 210.12-12C  [Reserved]



Sec. 210.12-13  Open option contracts written.

                                                       [For management investment companies only]
--------------------------------------------------------------------------------------------------------------------------------------------------------
             Col. A                     Col. B              Col. C              Col. D              Col. E              Col. F              Col. G
--------------------------------------------------------------------------------------------------------------------------------------------------------
Description 1 2 3...............  Counterparty \4\..  Number of           Notional amount...  Exercise price....  Expiration date...  Value.6 7 8
                                                       contracts \5\.
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Information as to put options shall be shown separately from information as to call options.
\2\ Options where descriptions, counterparties, exercise prices or expiration dates differ shall be listed separately.
\3\ Options on underlying investments where the underlying investment would otherwise be presented in accordance with Secs.  210.12-12, 12-13A, 12-13B,
  12-13C, or 12-13D should include the description of the underlying investment as would be required by Secs.  210.12-12, 12-13A, 12-13B, 12-13C, or 12-
  13D as part of the description of the option.
If the underlying investment is an index or basket of investments, and the components are publicly available on a Web site as of the balance sheet date,
  identify the index or basket. If the underlying investment is an index or basket of investments, the components are not publicly available on a Web
  site as of the balance sheet date, and the notional amount of the option contract does not exceed one percent of the net asset value of the registrant
  as of the close of the period, identify the index or basket. If the underlying investment is an index or basket of investments, the components are not
  publicly available on a Web site as of the balance sheet date, and the notional amount of the option contract exceeds one percent of the net asset
  value of the registrant as of the close of the period, provide a description of the index or custom basket and list separately: (i) The 50 largest
  components in the index or custom basket and (ii) any other components where the notional value for that components exceeds 1% of the notional value
  of the index or custom basket. For each investment separately listed, include the description of the underlying investment as would be required by
  Secs.  210.12-12, 12-13, 12-13A, 12-13B, or 12-13D as part of the description, the quantity held (e.g. the number of shares for common stocks,
  principal amount for fixed income securities), the value at the close of the period, and the percentage value when compared to the custom basket's net
  assets.
\4\ Not required for exchange traded or centrally cleared options.
\5\ If the number of shares subject to option is substituted for number of contracts, the column name shall reflect that change.
\6\ Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
\7\ Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
\8\ Column G shall be totaled and shall agree with the correlative amount shown on the related balance sheet.


[81 FR 82016, Nov. 18, 2016]



Sec. 210.12-13A  Open futures contracts.

                                                       [For management investment companies only]
--------------------------------------------------------------------------------------------------------------------------------------------------------
               Col. A                        Col. B                  Col. C                  Col. D                 Col. E                 Col. F
--------------------------------------------------------------------------------------------------------------------------------------------------------
Description 1 2 3 4 5..............  Number of contracts...  Expiration date.......  Notional amount \6\..  Value................  Unrealized
                                                                                                                                    appreciation/
                                                                                                                                    depreciation.
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Information as to long purchases of futures contracts shall be shown separately from information as to futures contracts sold short.
\2\ Futures contracts where descriptions or expiration dates differ shall be listed separately.
\3\ Description should include the name of the reference asset or index.
\4\ Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
\5\ Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
\6\ Notional amount shall be the current notional amount at close of period.


[81 FR 82017, Nov. 18, 2016]

[[Page 338]]



Sec. 210.12-13B  Open forward foreign currency contracts.

                                   [For management investment companies only]
----------------------------------------------------------------------------------------------------------------
             Col. A                     Col. B              Col. C              Col. D              Col. E
----------------------------------------------------------------------------------------------------------------
Amount and description of         Amount and          Counterparty......  Settlement date...  Unrealized
 currency to be purchased \1\.     description of                                              appreciation/
                                   currency to be                                             depreciation.2 3 4
                                   sold \1\.
----------------------------------------------------------------------------------------------------------------
\1\ Forward foreign currency contracts where description of currency purchased, description of currency sold,
  counterparty, or settlement dates differ shall be listed separately.
\2\ Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions
  applicable to the investment.
\3\ Indicate by an appropriate symbol each investment whose value was determined using significant unobservable
  inputs.
\4\ Column E shall be totaled and shall agree with the total of correlative amount(s) shown on the related
  balance sheet.


[81 FR 82017, Nov. 18, 2016]

[[Page 339]]



Sec. 210.12-13C  Open swap contracts.

                                                                           [For management investment companies only]
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
              Col. A                      Col. B                Col. C                Col. D                Col. E               Col. F                   Col. G                    Col. H
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Description and terms of payments  Description and       Counterparty \4\....  Maturity date.......  Notional amount....  Value..............     Upfront payments/receipts  Unrealized
 to be received from another        terms of payments                                                                                                                         appreciation/
 party 1 2 3.                       to be paid to                                                                                                                            depreciation.5 6 7
                                    another party 1 2 3.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ List each major category of swaps by descriptive title (e.g., credit default swaps, interest rate swaps, total return swaps). Credit default swaps where protection is sold shall be listed
  separately from credit default swaps where protection is purchased.
\2\ Swaps where description, counterparty, or maturity dates differ shall be listed separately within each major category.
\3\ Description should include information sufficient for a user of financial information to understand the terms of payments to be received and paid. (e.g. For a credit default swap,
  including, among other things, description of reference obligation(s) or index, financing rate to be paid or received, and payment frequency. For an interest rate swap, this may include,
  among other things, whether floating rate is paid or received, fixed interest rate, floating interest rate, and payment frequency. For a total return swap, this may include, among other
  things, description of reference asset(s) or index, financing rate, and payment frequency.) If the reference instrument is an index or basket of investments, and the components are publicly
  available on a Web site as of the balance sheet date, identify the index or basket.If the reference instrument is an index or basket of investments, the components are not publicly available
  on a Web site as of the balance sheet date, and the notional amount of the swap contract does not exceed one percent of the net asset value of the registrant as of the close of the period,
  identify the index or basket. If the reference instrument is an index or basket of investments, the components are not publicly available on a Web site as of the balance sheet date, and the
  notional amount of the swap contract exceeds one percent of the net asset value of the registrant as of the close of the period provide a description of the index or custom basket and list
  separately: (i) The 50 largest components in the index or custom basket and (ii) any other components where the notional value for that components exceeds 1% of the notional value of the
  index or custom basket. For each investment separately listed, include the description of the underlying investment as would be required by Secs.  210.12-12, 210.12-13, 210.12-13A, 210.12-
  13B, or 210.12-13D as part of the description, the quantity held (e.g., the number of shares for common stocks, principal amount for fixed income securities), the value at the close of the
  period, and the percentage value when compared to the custom basket's net assets.
\4\ Not required for exchange-traded or centrally cleared swaps.
\5\ Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
\6\ Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
\7\ Columns G and H shall be totaled and shall agree with the total of correlative amount(s) shown on the related balance sheet.


[81 FR 82017, Nov. 18, 2016]

[[Page 340]]



Sec. 210.12-13D  Investments other than those presented in Secs. 210.12-12, 
12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C.

               [For management investment companies only]
------------------------------------------------------------------------
             Col. A                     Col. B              Col. C
------------------------------------------------------------------------
Description 1 2 3...............  Balance held at     Value of each item
                                   close of period--   at close of
                                   quantity 4 5.       period.6 7 8 9
------------------------------------------------------------------------
\1\ Each investment where any portion of the description differs shall
  be listed separately.
\2\ Categorize the schedule by (i) the type of investment (such as real
  estate, commodities, and so forth); and, as applicable, (ii) the
  related industry, country, or geographic region of the investment.
\3\ Description should include information sufficient for a user of
  financial information to understand the nature and terms of the
  investment, which may include, among other things, reference security,
  asset or index, currency, geographic location, payment terms, payment
  rates, call or put feature, exercise price, expiration date, and
  counterparty for non-exchange-traded investments.
\4\ If practicable, indicate the quantity or measure in appropriate
  units.
\5\ Indicate by an appropriate symbol each investment which is non-
  income producing.
\6\ Indicate by an appropriate symbol each investment which cannot be
  sold because of restrictions or conditions applicable to the
  investment.
\7\ Indicate by an appropriate symbol each investment whose value was
  determined using significant unobservable inputs.
\8\ Indicate by an appropriate symbol investment subject to option.
  State in a footnote: (a) The quantity subject to option, (b) nature of
  option contract, (c) option price, and (d) dates within which options
  may be exercised.
\9\ Column C shall be totaled and shall agree with the correlative
  amount shown on the related balance sheet.


[81 FR 82018, Nov. 18, 2016]



Sec. 210.12-14  Investments in and advances to affiliates.

                                                       [For management investment companies only]
--------------------------------------------------------------------------------------------------------------------------------------------------------
               Col. A                        Col. B                  Col. C                  Col. D                 Col. E                 Col. F
--------------------------------------------------------------------------------------------------------------------------------------------------------
Name of issuer and title of issue    Number of shares--      Net realized gain or    Net increase or        Amount of dividends    Value of each item at
 or nature of indebtedness 1 2 3.     principal amount of     loss for the period 4   decrease in            or interest 4 6.       close of period.4 5
                                      bonds, notes and        6.                      unrealized            (1) Credited to         7 8 9
                                      other indebtedness                              appreciation or        income.
                                      held at close of                                depreciation for the  (2) Other............
                                      period.                                         period 4 6.
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ (a) List each issue separately and group (1) Investments in majority-owned subsidiaries; (2) other controlled companies; and (3) other affiliates.
  (b) If during the period there has been any increase or decrease in the amount of investment in and advance to any affiliate, state in a footnote (or
  if there have been changes to numerous affiliates, in a supplementary schedule) (1) name of each issuer and title of issue or nature of indebtedness;
  (2) balance at beginning of period; (3) gross additions; (4) gross reductions; (5) balance at close of period as shown in Column E. Include in the
  footnote or schedule comparable information as to affiliates in which there was an investment at any time during the period even though there was no
  investment at the close of the period of report.
\2\ Categorize the schedule as required by instruction 2 of Sec.  210.12-12.
\3\ Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred stocks, convertible securities, fixed
  income securities, government securities, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-
  term securities, repurchase agreements, or other instruments with a stated rate of income. For variable rate securities, indicate a description of the
  reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference rate for each reference rate described
  in the Schedule in a note to the Schedule. For securities with payment in kind income, disclose the rate paid in kind.
\4\ Columns C, D, E, and F shall be totaled. The totals of Column F shall agree with the correlative amount shown on the related balance sheet.
\5\ (a) Indicate by an appropriate symbol each issue of restricted securities. The information required by instruction 8 of Sec.  210.12-12 shall be
  given in a footnote. (b) Indicate by an appropriate symbol each issue of securities subject to option. The information required by Sec.  210.12-13
  shall be given in a footnote.
\6\ (a) Include in Column E (1) as to each issue held at the close of the period, the dividends or interest included in caption 1 of the statement of
  operations. In addition, show as the final item in Column E (1) the aggregate of dividends and interest included in the statement of operations in
  respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on
  the related statement of operations.
(b) Include in Column E (2) all other dividends and interest. Explain in an appropriate footnote the treatment accorded each item.
(c) Indicate by an appropriate symbol all non-cash dividends and interest and explain the circumstances in a footnote.
(d) Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of indebtedness and preferred shares may be
  deemed to be income producing if, on the respective last interest payment date or date for the declaration of dividends prior to the date of the
  related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case,
  however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date,
  only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend date, no interest was paid or no cash
  or in kind dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to be income producing unless,
  during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares.
(e) Include in Column C (1) as to each issue held at the close of the period, the realized gain or loss included in Sec.  210.6-07.7 of the statement of
  operations. In addition, show as the final item in Column C (1) the aggregate of realized gain or loss included in the statement of operations in
  respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on
  the related statement of operations.
(f) Include in Column D (1) as to each issue held at the close of the period, the net increase or decrease in unrealized appreciation or depreciation
  included in Sec.  210.6-07 .7 of the statement of operations. In addition, show as the final item in Column D (1) the aggregate of increase or
  decrease in unrealized appreciation or depreciation included in the statement of operations in respect of investments in affiliates not held at the
  close of the period. The total of this column shall agree with the correlative amount shown on the related statement of operations.

[[Page 341]]

 
\7\ The subtotals for each category of investments, subdivided both by type of investment and industry, country, or geographic region, shall be shown
  together with their percentage value compared to net assets.
\8\ Indicate by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.
\9\ Indicate by an appropriate symbol each issue of securities held in connection with open put or call option contracts, loans for short sales, or
  where any portion of the issue is on loan.


[81 FR 82018, Nov. 18, 2016]



Sec. 210.12-15  Summary of investments--other than investments in related parties.

                        [For Insurance Companies]
------------------------------------------------------------------------
           Column A               Column B      Column C      Column D
------------------------------------------------------------------------
                                                              Amount at
                                                             which shown
      Type of investment          Cost \1\        Value        in the
                                                               balance
                                                              sheet \2\
------------------------------------------------------------------------
Fixed maturities:
  Bonds:
    United States Government
     and government agencies
     and authorities..........
    States, municipalities and
     political subdivisions...
    Foreign governments.......
    Public utilities..........
    Convertibles and bonds
     with warrants attached
     \3\......................
    All other corporate bonds.
Certificates of deposit.......
Redeemable preferred stock....
                               -----------------------------------------
    Total fixed maturities....
                               -----------------------------------------
Equity securities:
  Common stocks:
    Public utilities..........
    Banks, trust and insurance
     companies................
    Industrial, miscellaneous
     and all other............
Nonredeemable preferred stocks
                               -----------------------------------------
    Total equity securities...
                               -----------------------------------------
Mortgage loans on real estate.
Real estate \4\...............
Policy loans..................
Other long-term investments...
Short-term investments........
                               --------------              -------------
    Total investments.........
                               --------------              -------------
------------------------------------------------------------------------
\1\ Original cost of equity securities and, as to fixed maturities,
  original cost reduced by repayments and adjusted for amortization of
  premiums or accrual of discounts.
\2\ If the amount at which shown in the balance sheet is different from
  the amount shown in either column B or C, state the reason for such
  difference. The total of this column should agree with the balance
  sheet.
\3\ All convertibles and bonds with warrants shall be included in this
  caption, regardless of issuer.
\4\ State separately any real estate acquired in satisfaction of debt.


[46 FR 54337, Nov. 2, 1981]

[[Page 342]]



Sec. 210.12-16  Supplementary insurance information.

                                                                                                        [For insurance companies]
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
            Column A                   Column B            Column C            Column D            Column E            Column F            Column G            Column H            Column I            Column J            Column K
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                         Future policy                                                                                     Benefits, claims,
                                    Deferred policy    benefits, losses,                         Other policy                           Net investment        losses, and       Amortization of
           Segment \1\             acquisition cost     claims and loss    Unearned premiums      claims and        Premium revenue   income (caption 2)      settlement        deferred policy     Other operating   Premiums written 2
                                      (caption 7)      expenses (caption   (caption 13-a-2)    benefits payable       (caption 1)             \3\          expenses (caption   acquisition costs     expenses 3 4
                                                            13-a-1)                            (caption 13-a-3)                                                   5)                  \4\
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 
  Total \5\.....................
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Segments shown should be the same as those presented in the footnote disclosures called for by generally accepted accounting principles.
\2\ Does not apply to life insurance or title insurance. This amount should include premiums from reinsurance assumed, and be net of premiums on reinsurance ceded.
\3\ State the basis for allocation of net investment income and, where applicable, other operating expenses.
\4\ The total of columns I and J should agree with the amount shown for income statement caption 7.
\5\ Totals should agree with the indicated balance sheet and income statement caption amounts, where a caption number is shown.


[46 FR 54338, Nov. 2, 1981, as amended at 57 FR 45293, Oct. 1, 1992; 64 
FR 1734, Jan. 12, 1999]



Sec. 210.12-17  Reinsurance.

                                                                [For insurance companies]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                            Column B                Column C                Column D               Column E               Column F
                                    --------------------------------------------------------------------------------------------------------------------
              Column A                                           Ceded to other        Assumed from other                           Percentage of amount
                                          Gross amount            companies \1\            companies            Net amount \2\       assumed to net \3\
--------------------------------------------------------------------------------------------------------------------------------------------------------
Life insurance in force............
Premiums:
  Life insurance...................
  Accident and health insurance....
  Property and liability insurance.
  Title insurance..................
                                    --------------------------------------------------------------------------------------------------------------------
    Total premiums.................
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Indicate in a note any amounts of reinsurance or coinsurance income netted against premiums ceded.
\2\ This Column represents the total of column B less column C plus column D. The total premiums in this column should represent the amount of premium
  revenue on the income statement.
\3\ Calculated as the amount in column D divided by amount in column E.


[46 FR 54338, Nov. 2, 1981]

[[Page 343]]



Sec. 210.12-18  Supplemental information (for property-casualty insurance underwriters).

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Claims and claim
                                                                                                       adjustment
                                              Reserves   Discount,                                      expenses      Amortization     Paid
                                  Deferred   for unpaid   if any,                           Net     incurred related   of deferred  claims and
  Affiliation with registrant      policy    claims and   deducted  Unearned   Earned   investment         to            policy        claim    Premiums
                                acquisition     claim    in column  premiums  premiums    income   ------------------  acquisition  adjustment   written
                                   costs     adjustment    C \4\                                      (1)      (2)        costs      expenses
                                              expenses                                              Current   Prior
                                                                                                      year    years
--------------------------------------------------------------------------------------------------------------------------------------------------------
Column A                         Column B     Column C   Column D   Column E  Column F   Column G             Column    Column I     Column J   Column K
                                                                                                                   H
--------------------------------------------------------------------------------------------------------------------------------------------------------
(a) Consolidated property-
 casualty entities \2\
(b) Unconsolidated property-
 casualty subsidiaries \2 3\
(c) Proportionate share of
 registrant and its
 subsidiaries' 50%-or-less-
 owned property-casualty
 equity investees \2 3\
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ Information included in audited financial statements, including other schedules, need not be repeated in this schedule. Columns B, C, D, and E are
  as of the balance sheet dates, columns F, G, H, I, J, and K are for the same periods for which income statements are presented in the registrant's
  audited consolidated financial statements.
\2\ Present combined or consolidated amounts, as appropriate for each category, after intercompany eliminations.
\3\ Information is not required here for 50%-or-less-owned equity investees that file similar information with th Commission as registrants in their own
  right, if that fact and the name of the affiliated registrant is stated. If ending reserves in any category (a), (b), or (c) above is less than 5% of
  the total reserves otherwise required to be reported in this schedule, that category may be omitted and that fact so noted. If the amount of the
  reserves attributable to 50%-or-less-owned equity investors that file this information as registrants in their own right exceeds 95% of the total
  category (c) reserves, information for the other 50%-or-less-owned equity investees need not be provided.
\4\ Disclose in a footnote to this schedule the rate, or range of rates, estimated if necessary, at which the discount was computed for each category.


[49 FR 47599, Dec. 6, 1984]

            for face-amount certificate investment companies

    Source: Sections 210.12-21 to 210.12-41 appear at 16 FR 348, Jan. 
13, 1951, unless otherwise noted. Redesignated at 45 FR 63679, Sept. 25, 
1980.



Sec. 210.12-21  Investments in securities of unaffiliated issuers.

------------------------------------------------------------------------
                   Column B--Balance
                    held at close of                     Column D--Value
Column A--Name of  period. Number of   Column C--Cost    of each item at
 issuer and title  shares--principal  of each item 3 4   close of period
   of issue \1\     amount of bonds                            3 5
                     and notes \2\
------------------------------------------------------------------------
 
 
 
------------------------------------------------------------------------
\1\ (a) The required information is to be given as to all securities
  held as of the close of the period of report. Each issue shall be
  listed separately.
(b) Indicate by an appropriate symbol those securities which are non-
  income-producing securities. Evidences of indebtedness and preferred
  shares may be deemed to be income-producing if, on the respective last
  interest payment date or dates for the declaration of dividends prior
  to the date of the related balance sheet, there was only a partial
  payment of interest or a declaration of only a partial amount of the
  dividends payable; in such case, however, each such issue shall be
  indicated by an appropriate symbol referring to a note to the effect
  that, on the last interest or dividend date, only partial interest was
  paid or partial dividends declared. If, on such respective last
  interest or dividend date, no interest was paid or no dividends
  declared, the issue shall not be deemed to be income-producing. Common
  shares shall not be deemed to be income-producing unless, during the
  last year preceding the date of the related balance sheet, there was
  at least one dividend paid upon such common shares. List separately
  (1) bonds; (2) preferred shares; (3) common shares. Within each of
  these subdivisions classify according to type of business, insofar as
  practicable: e.g., investment companies, railroads, utilities, banks,
  insurance companies, or industrials. Give totals for each group,
  subdivision, and class.

[[Page 344]]

 
\2\ Indicate any securities subject to option at the end of the most
  recent period and state in a note the amount subject to option, the
  option prices, and the dates within which such options may be
  exercised.
\3\ Columns C and D shall be totaled. The totals of columns C and D
  should agree with the correlative amounts required to be shown by the
  related balance sheet captions. State in a footnote to column C the
  aggregate cost for Federal income tax purposes.
\4\ If any investments have been written down or reserved against by
  such companies pursuant to Sec.  210.6-21(f), indicate each such item
  by means of an appropriate symbol and explain in a footnote.
\5\ Where value is determined on any other basis than closing prices
  reported on any national securities exchange, explain such other basis
  in a footnote.


[47 FR 56844, Dec. 21, 1982]



Sec. 210.12-22  Investments in and advances to affiliates and income thereon.

----------------------------------------------------------------------------------------------------------------
                                                                              Column E--Amount of     Column F--
                                Column B--Balance              Column D--  dividends or interest 4 6   Amount of
                                 held at close of  Column C--   Amount at ---------------------------  equity in
 Column A--Name of issuer and   period--Number of    Cost of      which                               net profit
  title of issue or amount of   shares--principal  each  item  carried at                              and loss
        indebtedness 1           amount of bonds,      3 4      close of   (1)--Credited  (2)--Other    for the
                                 notes and other               period 4 5    to income                 period 7
                                  indebtedness 2
----------------------------------------------------------------------------------------------------------------
 
 
 
----------------------------------------------------------------------------------------------------------------
\1\ (a) The required information is to be given as to all investments in affiliates as of the close of the
  period. See captions 10, 13 and 20 of Sec.  210.6-22. List each issue and group separately (1) investments in
  majority-owned subsidiaries, segregating subsidiaries consolidated; (2) other controlled companies; and (3)
  other affiliates. Give totals for each group. If operations of any controlled companies are different in
  character from those of the registrant, group such affiliates within divisions (1) and (2) by type of
  activities.
(b) Changes during the period. If during the period there has been any increase or decrease in the amount of
  investment in any affiliate, state in a footnote (or if there have been changes as to numerous affiliates, in
  a supplementary schedule) (1) name of each issuer and title of issue; (2) balance at beginning of period; (3)
  gross purchases and additions; (4) gross sales and reductions; (5) balance at close of period as shown in
  column C. Include in such footnote or schedule comparable information as to affiliates in which there was an
  investment at any time during the period even though there was no investment in such affiliate as of the close
  of such period.
\2\ Indicate any securities subject to option at the end of the most recent period and state in a footnote the
  amount subject to option, the option prices, and the dates within which such options may be exercised.
\3\ If the cost in column C represents other than cash expenditure, explain.
\4\ (a) Columns C, D and E shall be totaled. The totals of columns C and D should agree with correlative amounts
  required to be shown by the related balance sheet captions. State in a footnote the aggregate cost for Federal
  income tax purposes.
(b) If any investments have been written down or reserved against by such companies pursuant to Sec.  210.6-
  21(f), indicate each such item by means of an appropriate symbol and explain in a footnote.
\5\ State the basis of determining the amounts shown in column D.
\6\ Show in column E(1) as to each issue held at close of period, the dividends or interest included in caption
  1 of the profit and loss or income statement. In addition, show as the final item in column E(1) the aggregate
  dividends and interest included in the profit and loss or income statement in respect of investments in
  affiliates not held at the close of the period. The total of this column should agree with the amounts shown
  under such caption. Include in column E(2) all other dividends and interest. Explain briefly in an appropriate
  footnote the treatment accorded each item. Identify by an appropriate symbol all non-cash dividends and
  explain the circumstances in a footnote. See Secs.  210.6-22(b) and 210.6-23(a).
\7\ The information required by column F need be furnished only as to controlled companies. The equity in the
  net profit and loss of each person required to be listed separately shall be computed on an individual basis.
  In addition, there may be submitted the information required as computed on the basis of the statements of
  each such person and its subsidiaries consolidated.



Sec. 210.12-23  Mortgage loans on real estate and interest earned on mortgages. \1\

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                   Part 1--Mortgage loans on real estate at close of period                                      Part 2--Interest earned
-------------------------------------------------------------------------------------------------------------------------------       on mortgages
                                                                                             Column D--Amount of               -------------------------
                                                                             Column C--      principal unpaid at    Column E--
                                                                              Carrying         close of period       Amount of   Column F--   Column G--
                                                                 Column B--   amount of  --------------------------  mortgage     Interest     Interest
     Column A--List by classification indicated below 2 3 7        Prior     mort-  gage              (2)--Subject     being      due and       income
                                                                  liens 2     8 9 10 11                    to       foreclosed   accrued at     earned
                                                                                          (1)--Total   delinquent                  end of     applicable
                                                                                                       interest 4                 period 6   to period 5
--------------------------------------------------------------------------------------------------------------------------------------------------------
Liens on:
  Farms (total).........................................................................
  Residential (total)...................................................................
  Apartments and business (total).......................................................
  Unimproved (total)....................................................................
                                                                                         ---------------------------------------------------------------
        Total \12\......................................................................
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.
\2\ If mortgages represent other than first liens, list separately in a schedule in a like manner, indicating briefly the nature of the lien.
  Information need not be furnished as to such liens which are fully insured or wholly guaranteed by an agency of the United States Government.

[[Page 345]]

 
\3\ In a separate schedule classify by states in which the mortgaged property is located the total amounts in support of columns B, C, D and E.
\4\ (a) Interest in arrears for less than 3 months may be disregarded in computing the total amount of principal subject to delinquent interest.
(b) Of the total principal amount, state the amount acquired from controlled and other affiliates.
\5\ In order to reconcile the total of column G with the amount shown in the profit and loss or income statement, interest income earned applicable to
  period from mortgages sold or canceled during period should be added to the total of this column.
\6\ If the information required by columns F and G is not reasonably available because the obtaining thereof would involve unreasonable effort or
  expense, such information may be omitted if the registrant shall include a statement showing that unreasonable effort or expense would be involved. In
  such an event, state in column G for each of the above classes of mortgage loans the average gross rate of interest on mortgage loans held at the end
  of the fiscal period.
\7\ Each mortgage loan included in column C in an amount in excess of $500,000 shall be listed separately. Loans from $100,000 to $500,000 shall be
  grouped by $50,000 groups, indicating the number of loans in each group.
\8\ In a footnote to this schedule, furnish a reconciliation, in the following form, of the carrying amount of mortgage loans at the beginning of the
  period with the total amount shown in column C:


Balance at beginning of period..  .............  $............
  Additions during period:
    New mortgage loans..........  .............  $............
    Other (describe)............
  Deductions during period:
    Collections of principal....  .............  $............
    Foreclosures................
    Cost of mortgages sold......
    Amortization of premium.....
    Other (describe)............
Balance at close of period......  .............  $............
 
If additions represent other than cash expenditures, explain. If any of
  the changes during the period result from transactions, directly or
  indirectly with affiliates, explain the bases of such transactions,
  and amounts involved. State the aggregate amount of mortgages (a)
  renewed and (b) extended. If the carrying amount of the new mortgages
  is in excess of the unpaid amount (not including interest) of prior
  mortgages, explain.
\9\ If any item of mortgage loans on real estate investments has been
  written down or reserved against pursuant to Sec.  210.6-21 describe
  the item and explain the basis for the write-down or reserve.
\10\ State in a footnote to column C the aggregate cost for Federal
  income tax purposes.
\11\ If the total amount shown in column C includes intercompany
  profits, state the bases of the transactions resulting in such profits
  and, if practicable, state the amounts thereof.
\12\ Summarize the aggregate amounts for each column applicable to
  captions 6(b), 6(c) and 12 of Sec.  210.6-22.


[16 FR 348, Jan. 13, 1951, as amended at 16 FR 2655, Mar. 24, 1951]



Sec. 210.12-24  Real estate owned and rental income. \1\

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                Part 1--Real estate owned at end of period                                             Part 2--Rental income
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Column E--
                                                                                  Amount at                 Column   Column H--   Column I--
                                                       Column C--    Column D--     which     Column F--   G--Rents     Total      Expended   Column J--
    Column A--List classification of      Column B--     Initial      Cost of      carried    Reserve for   due and    rental        for      Net income
    property as indicated below 2 3        Amount of     cost to   improvements,   at close  depreciation   accrued    income     interest,   applicable
                                         incombrances    company        etc.        of pe-                  at end   applicable     taxes,     to period
                                                                                   riod 4 5                   of      to period  repairs and
                                                                                     6 7                    period                 expenses
--------------------------------------------------------------------------------------------------------------------------------------------------------
Farms..................................
Residential............................
Apartments and business................
Unimproved.............................
                                        ----------------------------------------------------------------------------------------------------------------
      Total \8\........................
                                        ----------------------------------------------------------------------------------------------------------------
Rent from properties sold during period
                                        ----------------------------------------------------------------------------------------------------------------
      Total............................
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.
\2\ Each item of property included in column E in an amount in excess of $100,000 shall be listed separately.
\3\ In a separate schedule classify by states in which the real estate owned is located the total amounts in support of columns E and F.
\4\ In a footnote to this schedule, furnish a reconciliation, in the following form, of the total amount at which real estate was carried at the
  beginning of the period with the total amount shown in column E:


Balance at beginning of period..  .............  $............
  Additions during period:
    Acquisitions through          $............
     foreclosure.
    Other acquisitions..........
    Improvements, etc...........
    Other (describe)............
  Deductions during period:
    Cost of real estate sold....  $............
    Other (describe)............

[[Page 346]]

 
Balance at close of period......  .............  $............
 
If additions, except acquisitions through foreclosure, represent other
  than cash expenditures, explain. If any of the changes during the
  period result from transactions, directly or indirectly, with
  affiliates, explain and state the amount of any intercompany gain or
  loss.
\5\ If any item of real estate investments has been written down or
  reserved against pursuant to Sec.  210.6-21(f), describe the item and
  explain the basis for the write-down or reserve.
\6\ State in a footnote to column E the aggregate cost for Federal
  income tax purposes.
\7\ The amount of all intercompany profits included in the total of
  column E shall be stated if material.
\8\ Summarize the aggregate amounts for each column applicable to
  captions 7 and 12 of Sec.  210.6-22.


[16 FR 348, Jan. 13, 1951, as amended at 16 FR 2655, Mar. 24, 1951. 
Redesignated at 45 FR 63679, Sept. 25, 1980]



Sec. 210.12-25  Supplementary profit and loss information.

----------------------------------------------------------------------------------------------------------------
                                                              Column B--     Column C--Charged to
                                                              Charged to        other accounts
                     Column A--Item \1\                       investment ---------------------------  Column D--
                                                               expense                                  Total
                                                                          (1)--Account  (2)--Amount
----------------------------------------------------------------------------------------------------------------
1. Legal expenses (including those in connection with any
 matter, measure or proceeding before legislative bodies,
 officers or government departments).......................
2. Advertising and publicity...............................
3. Sales promotion \2\.....................................
4. Payments directly and indirectly to trade associations
 and service organizations, and contributions to other
 organizations.............................................
----------------------------------------------------------------------------------------------------------------
\1\ Amounts resulting from transactions with affiliates shall be stated separately.
\2\ State separately each category of expense representing more than 5 percent of the total expense shown under
  this item.



Sec. 210.12-26  Certificate reserves.

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 Column B--Balance at beginning of               Column C--Additions                          Column D--Deductions                 Column E--Balance at close of period
                                                                              period                 -----------------------------------------------------------------------------------------------------------------------------------
                                                             ----------------------------------------
                                                              (1)--Number                             (1)--Charged  (2)--Reserve  (3)--Charged                   (2)--Cash                        (1)--Number
                  Column A--Description \1\                   of accounts  (2)--Amount   (3)--Amount    to profit    payments by    to other                     surenders                        of accounts  (2)--Amount   (3)--Amount
                                                                  with     of maturity   of reserved   and loss or   certificate    accounts    (1)--Maturities   prior to  (3)--Other--describe      with     of maturity   of reserves
                                                                security      value          \2\         income        holders      describe                      maturity                          security      value          \2\
                                                                bidders                                                                                                                             holders
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  ..........................................................
  ..........................................................
  ..........................................................
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ (a) Each series of certificates shall be stated separately. The description shall include the yield to maturity on an annual payment basis.
(b) For certificates of the installment type, information required by columns B, D (2) and (3) and E shall be given by age groupings, according to the number of months paid by security holders, grouped to show those upon which 1-12
  monthly payments have been made, 13-24 payments, etc.
\2\ (a) If the total of the reserves shown in these columns differs from the total of the reserves per the accounts, there should be stated (i) the aggregate difference and (ii) the difference on a $1,000 face-amount certificate
  basis.
(b) There shall be shown by footnote or by supplemental schedule (i) the amounts periodically credited to each class of security holders' accounts from installment payments and (ii) such other amounts periodically credited to
  accumulate the maturity amount of the certificate. Such information shall be stated on a $1,000 face-amount certificate basis for the term of the certificate.



Sec. 210.12-27  Qualified assets on deposit. \1\

----------------------------------------------------------------------------------------------------------------
                                                                    Column D--
                                                                       First
                                                    Column C--     mortgages and    Column E--      Column F--
Column A--Name of depositary \2\  Column B--Cash  Investments in    other first        Other         Total \3\
                                                    securities     liens on real
                                                                      estate
----------------------------------------------------------------------------------------------------------------
 
 
 
----------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.
\2\ Classify names of individual depositaries under group headings, such as banks and states.
\3\ Total of column F shall agree with note required by caption 11 of Sec.  210.6-22 as to total amount of
  qualified Assets on Deposit.


[[Page 347]]

                    for certain real estate companies



Sec. 210.12-28  Real estate and accumulated depreciation. \1\

                                                                               [For Certain Real Estate Companies]
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                               Column C--Initial        Column D--Cost         Column E--Gross amount of                                             Column I--
                                                                cost to company     capitalized subsequent     which carried at close of                                               Life on
                                                            -----------------------     to acquisition             period 3 4 5 6 7                                                     which
                                               Column B--                          --------------------------------------------------------   Column F--     Column G--    Column   depreciation
         Column A--Description \2\            Encumbrances              Buildings                                                             Accumulated      Date of     H--Date    in latest
                                                               Land        and                    Carrying             Buildings             depreciation   construction  acquired     income
                                                                      improvements  Improvements    costs     Land        and       Total                                            statements
                                                                                                                     improvements                                                    is computed
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 
 
 
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.
\2\ The description for each property should include type of property (e.g., unimproved land, shopping center, garden apartments, etc.) and the geographical location.
\3\ The required information is to be given as to each individual investment included in column E except that an amount not exceeding 5 percent of the total of column E may be listed in one
  amount as ``miscellaneous investments.''
\4\ In a note to this schedule, furnish a reconciliation, in the following form, of the total amount at which real estate was carried at the beginning of each period for which income
  statements are required, with the total amount shown in column E:


Balance at beginning of period...  ....................  $...................
  Additions during period:
    Acquisitions through           $...................
     foreclosure.
    Other acquisitions...........
    Improvements, etc............
    Other (describe).............  ....................  $...................
  Deductions during period:
    Cost of real estate sold.....  $...................
    Other (describe).............
Balance at close of period.......  ....................  $...................
 
If additions, except acquisitions through foreclosure, represent other than cash expenditures, explain. If any
  of the changes during the period result from transactions, directly or indirectly with affiliates, explain the
  bases of such transactions and state the amounts involved.
A similar reconciliation shall be furnished for the accumulated depreciation.
\5\ If any item of real estate investments has been written down or reserved against, describe the item and
  explain the basis for the write-down or reserve.
\6\ State in a note to column E the aggregate cost for Federal income tax purposes.
\7\ The amount of all intercompany profits included in the total of column E shall be stated if material.


[38 FR 6068, Mar. 6, 1983. Redesignated at 45 FR 63630, Sept. 25, 1980]



Sec. 210.12-29  Mortgage loans on real estate. \1\

                                       [For Certain Real Estate Companies]
----------------------------------------------------------------------------------------------------------------
                                                                                                     Column H--
                                                                                       Column G--     Principal
                                        Column C--  Column D--             Column F--   Carrying      amount of
Column A--Description 2 3   Column B--    Final      Periodic   Column E--    Face      amount of       loans
            4                Interest    maturity    payment      Prior    amount of  mort-  gages   subject to
                               rate        date      terms 5      liens    mortgages    3 6 7 8 9    delinquent
                                                                                                    principal or
                                                                                                     interest 10
----------------------------------------------------------------------------------------------------------------
 
 
 
----------------------------------------------------------------------------------------------------------------
\1\ All money columns shall be totaled.
\2\ The required information is to be given for each individual mortgage loan which exceeds three percent of the
  total of column G.
\3\ If the portfolio includes large numbers of mortgages most of which are less than three percent of column G,
  the mortgages not required to be reported separately should be grouped by classifications that will indicate
  the dispersion of the portfolio, i.e., for a portfolio of mortgages on single family residential housing. The
  description should also include number of loans by original loan amounts (e.g., over $100,000, $50,000-
  $99,999, $20,000-$49,000, under $20,000) and type loan (e.g., VA, FHA, Conventional). Interest rates and
  maturity dates may be stated in terms of ranges. Data required by columns D, E and F may be omitted for
  mortgages not required to be reported individually.

[[Page 348]]

 
\4\ Loans should be grouped by categories, e.g., first mortgage, second mortgage, construction loans, etc., and
  for each loan the type of property, e.g., shopping center, high rise apartments, etc., and its geographic
  location should be stated.
\5\ State whether principal and interest is payable at level amount over life to maturity or at varying amounts
  over life to maturity. State amount of balloon payment at maturity, if any. Also state prepayment penalty
  terms, if any.
\6\ In a note to this schedule, furnish a reconciliation, in the following form, of the carrying amount of
  mortgage loans at the beginning of each period for which income statements are required, with the total amount
  shown in column G:


Balance at beginning of period...  .............  $...........
  Additions during period:
    New mortgage loans...........  $............
    Other (describe).............  .............  $...........
  Deductions during period:
    Collections of principal.....  $............
    Foreclosures.................  .............
    Cost of mortgages sold.......  .............
    Amortization of premium......  .............
    Other (describe).............
                                  -----------------------------
Balance at close of period.......  .............  $...........
 
If additions represent other than cash expenditures, explain. If any of
  the changes during the period result from transactions, directly or
  indirectly with affiliates, explain the bases of such transactions,
  and state the amounts involved. State the aggregate mortgages (a)
  renewed and (b) extended. If the carrying amount of new mortgages is
  in excess of the unpaid amount of the extended mortgages, explain.
\7\ If any item of mortgage loans on real estate investments has been
  written down or reserved against, describe the item and explain the
  basis for the write-down or reserve.
\8\ State in a note to column G the aggregate cost for Federal income
  tax purposes.
\9\ The amount of all intercompany profits in the total of column G
  shall be stated, if material.
\10\ (a) Interest in arrears for less than 3 months may be disregarded
  in computing the total amount of principal subject to delinquent
  interest.
(b) Of the total principal amount, state the amount acquired from
  controlled and other affiliates.


[38 FR 6069, Mar. 6, 1973; 38 FR 7323, Mar. 20, 1973. Redesignated at 45 
FR 63680, Sept. 25, 1980]


                              PART 211_INTERPRETATIONS RELATING
                         TO FINANCIAL REPORTING MATTERS--Table of Contents

    Authority: 15 U.S.C. 77g, 15 U.S.C. 77s(a),15 U.S.C. 77aa(25) and 
(26), 15 U.S.C. 78c(b), 17 CFR 78l(b) and 13(b), 17 CFR 78m(b) and 15 
U.S.C. 80a-8, 30(e) 15 U.S.C. 80a-29(e), 15 U.S.C. 80a-30, and 15 U.S.C. 
80a-37(a).



                 Subpart A_Financial Reporting Releases

----------------------------------------------------------------------------------------------------------------
                                                      Release
                      Subject                           No.         Date            Fed. Reg. Vol. and page
----------------------------------------------------------------------------------------------------------------
Codification of financial reporting policies.......         1   Apr. 15, 1982  47 FR 21030
Disclosure considerations relating to foreign               6   Nov. 18, 1982  47 FR 53330
 operations and foreign currency translation
 effects.
Accounting for extinguishment of debt..............        15   Dec. 22, 1983  49 FR 54
Certification of financial statements..............        16   Feb. 15, 1984  49 FR 6707
Independence of accountants........................       291   Apr. 10, 1981  46 FR 22569
Last-In, First-Out method of accounting for               889    July 2, 1981  46 FR 36127
 inventories.
Significance of oral guarantees to the financial           22   Dec. 19, 1985  50 FR 51671
 reporting process.
Disclosure of the effects of the Tax Reform Act of         26   Oct. 30, 1986  51 FR 39652
 1986.
Accounting for loan losses by registrants engaged          28    Dec. 1, 1986  51 FR 44446
 in lending activities.
Statement of the Commission Regarding Disclosure           32    Aug. 1, 1988  53 FR 29226
 Obligations of Companies Affected by the
 Government's Defense Contract Procurement Inquiry
 and Related Issues.
Management's Discussion and Analysis of Financial          36    May 18, 1989  54 FR 22427
 Condition and Results of Operations; Certain
 Investment Company Disclosures.
Acceptability in financial statements of an                37   July 29, 1991  56 FR 37000
 accounting standard permitting the return of a
 nonaccrual loan to accrual status after a partial
 charge-off.
Statement of the Commission Regarding Disclosure           42    Mar. 9, 1994  59 FR 12758
 Obligations of Municipal Securities Issuers and
 Others.
Interpretation Regarding Substantive Repossession         28A    May 12, 1994  59 FR 26109
 of Collateral.
Financial Statements and Periodic Reports For              55    Aug. 4, 2000  65 FR 51710
 Related Issuers and Guarantors, Appendices A, B
 and C.
Bookkeeping Services Provided by Auditors to Audit         57  Sept. 14, 2001  66 FR 48336
 Clients in Emergency or Other Unusual Situations.
Calculation of Average Weekly Trading Volume.......       58A  Sept. 27, 2001  66 FR 49274
Management's Discussion and Analysis of Financial          72   Dec. 19, 2003  68 FR 75065
 Condition and Results of Operations.
Commission Guidance Regarding the Public Company           73    May 20, 2004  69 FR 29066
 Accounting Oversight Board's Auditing and Related
 Professional Practice Standard No. 1.
Modernization of Oil and Gas Reporting.............        78   Dec. 31, 2008  74 FR 2192

[[Page 349]]

 
Technical Amendments to Rules, Forms, Schedules and        79   Apr. 15, 2009  74 FR 18617
 Codification of Financial Reporting Policies.
Commission Guidance Regarding the Financial               80A   Aug. 18, 2009  74 FR 42773
 Accounting Standards Board's Accounting Standards
 Codification.
Commission Guidance Regarding Disclosure Related to        82    Feb. 2, 2010  75 FR 6297
 Climate Change.
Commission Guidance on Presentation of Liquidity           83  Sept. 17, 2010  75 FR 59896
 and Capital Resources Disclosures in Management's
 Discussion and Analysis.
----------------------------------------------------------------------------------------------------------------



                  Subpart B_Staff Accounting Bulletins

----------------------------------------------------------------------------------------------------------------
                 Subject                          Release No.              Date         Fed. Reg. Vol. and page
----------------------------------------------------------------------------------------------------------------
Publication of Staff Accounting Bulletin   SAB-39...................   Oct. 15, 1980  45 FR 68388
 No. 39.
Publication of Staff Accounting Bulletin   SAB-40...................    Feb. 9, 1981  46 FR 11513
 No. 40.
Publication of Staff Accounting Bulletin   SAB-41...................   Feb. 18, 1981  46 FR 12698
 No. 41.
Publication of Staff Accounting Bulletin   SAB-42...................   Dec. 23, 1981  46 FR 63252
 No. 42.
Publication of Staff Accounting Bulletin   SAB-43...................    Jan. 5, 1982  47 FR 1266
 No. 43.
Publication of Staff Accounting Bulletin   SAB-44...................    Mar. 3, 1982  47 FR 10789
 No. 44.
Publication of Staff Accounting Bulletin   SAB-45...................    May 20, 1982  47 FR 23915
 No. 45.
Publication of Staff Accounting Bulletin   SAB-46...................    May 20, 1982  47 FR 23916
 No. 46.
Publication of Staff Accounting Bulletin   SAB-47...................  Sept. 16, 1982  47 FR 41727
 No. 47.
Publication of Staff Accounting Bulletin   SAB-48...................  Sept. 27, 1982  47 FR 43673
 No. 48.
Publication of Staff Accounting Bulletin   SAB-47A..................  Sept. 29, 1982  47 FR 44722
 No. 47A.
Publication of Staff Accounting Bulletin   SAB-49...................   Oct. 26, 1982  47 FR 49628
 No. 49.
Publication of Staff Accounting Bulletin   SAB-49A..................   Jan. 18, 1983  48 FR 3585
 No. 49A.
Publication of Staff Accounting Bulletin   SAB-50...................    Mar. 3, 1983  48 FR 10043
 No. 50.
Publication of Staff Accounting Bulletin   SAB-51...................   Mar. 29, 1983  48 FR 14595
 No. 51.
Publication of Staff Accounting Bulletin   SAB-52...................    May 16, 1983  48 FR 23173
 No. 52.
Publication of Staff Accounting Bulletin
 No. 53 [Reserved].
Publication of Staff Accounting Bulletin   SAB-54...................    Nov. 3, 1983  48 FR 51769
 No. 54.
Publication of Staff Accounting Bulletin   SAB-55...................   Nov. 30, 1983  48 FR 54811
 No. 55.
Publication of Staff Accounting Bulletin   SAB-56...................    Jan. 1, 1984  49 FR 4936
 No. 56.
Publication of Staff Accounting Bulletin   SAB-58...................   Mar. 19, 1985  50 FR 11657
 No. 58.
Publication of Staff Accounting Bulletin   SAB-59...................  Sept. 13, 1985  50 FR 37346
 No. 59.
Publication of Staff Accounting Bulletin   SAB-60...................   Dec. 27, 1985  50 FR 52916
 No. 60.
Publication of Staff Accounting Bulletin   SAB-42A..................    Jan. 8, 1986  51 FR 739
 No. 42A.
Publication of Staff Accounting Bulletin   SAB-61...................     May 6, 1986  51 FR 17331
 No. 61.
Publication of Staff Accounting Bulletin   SAB-62...................    July 7, 1986  51 FR 25194
 No. 62.
Publication of Staff Accounting Bulletin   SAB-63...................  Sept. 24, 1986  51 FR 33886
 No. 63.
Publication of Staff Accounting Bulletin   SAB-64...................    Oct. 8, 1986  51 FR 36007
 No. 64.
Publication of Staff Accounting Bulletin   SAB-65...................   Nov. 13, 1986  51 FR 41080
 No. 65.
Publication of Staff Accounting Bulletin   SAB-66...................   Nov. 25, 1986  51 FR 43594
 No. 66.
Publication of Staff Accounting Bulletin   SAB-67...................    Dec. 8, 1986  51 FR 45314
 No. 67.
Publication of Staff Accounting Bulletin   SAB-68...................     May 4, 1987  52 FR 17396
 No. 68.
Publication of Staff Accounting Bulletin   SAB-69...................     May 8, 1987  52 FR 18200
 No. 69.
Publication of Staff Accounting Bulletin   SAB-70...................    June 5, 1987  52 FR 21933
 No. 70.
Publication of Staff Accounting Bulletin   SAB-71...................   Aug. 12, 1987  52 FR 31027
 No. 71.
Publication of Staff Accounting Bulletin   SAB-72...................   Nov. 10, 1987  52 FR 46454
 No. 72.
Publication of Staff Accounting Bulletin   SAB-71A..................   Dec. 15, 1987  52 FR 48193
 No. 71A.
Publication of Staff Accounting Bulletin   SAB-73...................   Dec. 30, 1987  53 FR 109
 No. 73.
Publication of Staff Accounting Bulletin   SAB-74...................   Dec. 30, 1987  53 FR 110
 No. 74.
Publication of Staff Accounting Bulletin   SAB-75...................    Jan. 4, 1988  53 FR 865
 No. 75.
Publication of Staff Accounting Bulletin   SAB-76...................   Jan. 12, 1988  53 FR 1341
 No. 76.
Publication of Staff Accounting Bulletin   SAB-77...................    Mar. 4, 1988  53 FR 7892
 No. 77.
Publication of Staff Accounting Bulletin   SAB-78...................   Aug. 25, 1988  53 FR 33454
 No. 78.
Publication of Staff Accounting Bulletin   SAB-79...................   Sept. 2, 1988  53 FR 34715
 No. 79.
Publication of Staff Accounting Bulletin   SAB-80...................   Nov. 21, 1988  53 FR 47801
 No. 80.
Publication of Staff Accounting Bulletin   SAB-81...................    Apr. 4, 1989  54 FR 14073
 No. 81.
Publication of Staff Accounting Bulletin   SAB-82...................    July 5, 1989  54 FR 29333
 No. 82.
Publication of Staff Accounting Bulletin   SAB-83...................   July 31, 1989  54 FR 32333
 No. 83.
Publication of Staff Accounting Bulletin   SAB-84...................   July 31, 1989  54 FR 32334
 No. 84.
Publication of Staff Accounting Bulletin   SAB-85...................  Sept. 18, 1989  54 FR 39351
 No. 85.
Publication of Staff Accounting Bulletin   SAB-86...................  Sept. 28, 1989  54 FR 41084
 No. 86.
Publication of Staff Accounting Bulletin   SAB-87...................   Dec. 12, 1989  54 FR 51880
 No. 87.
Publication of Staff Accounting Bulletin   SAB-88...................   Aug. 10, 1990  55 FR 33284
 No. 88.
Publication of Staff Accounting Bulletin   SAB-89...................    Jan. 7, 1991  56 FR 951
 No. 89.
Publication of Staff Accounting Bulletin   SAB-90...................   Jan. 31, 1991  56 FR 4939
 No. 90.
Publication of Staff Accounting Bulletin   SAB-91...................   July 17, 1991  56 FR 33376
 No. 91.
Publication of Staff Accounting Bulletin   SAB-92...................   June 14, 1993  58 FR 32843
 No. 92.
Publication of Staff Accounting Bulletin   SAB-93...................    Nov. 9, 1993  58 FR 59361
 No. 93.
Publication of Staff Accounting Bulletin   SAB-94...................   Apr. 24, 1995  60 FR 20022
 No. 94.

[[Page 350]]

 
Publication of Staff Accounting Bulletin   SAB-95...................   Dec. 21, 1995  60 FR 66072
 No. 95.
Publication of Staff Accounting Bulletin   SAB-96...................   Mar. 25, 1996  61 FR 12020
 No. 96.
Publication of Staff Accounting Bulletin   SAB-97...................    Aug. 6, 1996  61 FR 40721
 No. 97.
Publication of Staff Accounting Bulletin   SAB-98...................    Feb. 9, 1998  63 FR 6474
 No. 98.
Publication of Staff Accounting Bulletin   SAB-99...................   Aug. 19, 1999  64 FR 45150
 No. 99.
Publication of Staff Accounting Bulletin   SAB-100..................    Dec. 1, 1999  64 FR 67154
 No. 100.
Publication of Staff Accounting Bulletin   SAB-101..................    Dec. 9, 1999  64 FR 68936
 No. 101.
Publication of Staff Accounting Bulletin   SAB-102..................    July 6, 2001  66 FR 36457
 No. 102.
Publication of Staff Accounting Bulletin   SAB-103..................    May 16, 2003  68 FR 26840
 No. 103.
Publication of Staff Accounting Bulletin   SAB-104..................   Dec. 23, 2003  68 FR 74436
 No. 104.
Publication of Staff Accounting Bulletin   SAB-105..................   Mar. 15, 2004  69 FR 12067
 No. 105.
Publication of Staff Accounting Bulletin   SAB-106..................    Oct. 4, 2004  69 FR 59130
 No. 106.
Publication of Staff Accounting Bulletin   SAB-107..................    Apr. 1, 2005  70 FR 16694
 No. 107.
Publication of Staff Accounting Bulletin   SAB-108..................  Sept. 18, 2006  71 FR 54580
 No. 108.
Publication of Staff Accounting Bulletin   SAB-109..................    Nov. 9, 2007  72 FR 63484
 No. 109.
Publication of Staff Accounting Bulletin   SAB-110..................   Dec. 31, 2007  72 FR 74168
 No. 110.
Publication of Staff Accounting Bulletin   SAB-111..................   Apr. 17, 2009  74 FR 17769
 No. 111.
Publication of Staff Accounting Bulletin   SAB-112..................   June 10, 2009  74 FR 27427
 No. 112.
Publication of Staff Accounting Bulletin   SAB-113..................    Nov. 4, 2009  74 FR 57063
 No. 113.
Publication of Staff Accounting Bulletin   SAB-114..................   Mar. 28, 2011  76 FR 17192
 No. 114.
Publication of Staff Accounting Bulletin   SAB-115..................   Nov. 21, 2014  79 FR 69373
 No. 115.
Publication of Staff Accounting Bulletin   SAB-116..................   Aug. 29, 2017  82 FR 41146
 No. 116.
Publication of Staff Accounting Bulletin   SAB-117..................   Jan. 11, 2018  83 FR 1295
 No. 117.
----------------------------------------------------------------------------------------------------------------



         Subpart C_Accounting and Auditing Enforcement Releases

----------------------------------------------------------------------------------------------------------------
               Subject                       Release No.                  Date           Fed. Reg. vol. and page
----------------------------------------------------------------------------------------------------------------
Index of Accounting and Auditing       1......................  Apr. 15, 1982..........  47 FR 21030
 Enforcement Releases.
----------------------------------------------------------------------------------------------------------------



PART 227_REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS--Table of Contents



                            Subpart A_General

Sec.
227.100  Crowdfunding exemption and requirements.

                   Subpart B_Requirements for Issuers

227.201  Disclosure requirements.
227.202  Ongoing reporting requirements.
227.203  Filing requirements and form.
227.204  Advertising.
227.205  Promoter compensation.

                Subpart C_Requirements for Intermediaries

227.300  Intermediaries.
227.301  Measures to reduce risk of fraud.
227.302  Account opening.
227.303  Requirements with respect to transactions.
227.304  Completion of offerings, cancellations and reconfirmations.
227.305  Payments to third parties.

                   Subpart D_Funding Portal Regulation

227.400  Registration of funding portals.
227.401  Exemption.
227.402  Conditional safe harbor.
227.403  Compliance.
227.404  Records to be made and kept by funding portals.

                   Subpart E_Miscellaneous Provisions

227.501  Restrictions on resales.
227.502  Insignificant deviations from a term, condition or requirement 
          of this part (Regulation Crowdfunding).
227.503  Disqualification provisions.

    Authority: 15 U.S.C. 77d, 77d-1, 77s, 78c, 78o, 78q, 78w, 78mm, and 
Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).

    Source: 80 FR 71537, Nov. 16, 2015, unless otherwise noted.



                            Subpart A_General



Sec. 227.100  Crowdfunding exemption and requirements.

    (a) Exemption. An issuer may offer or sell securities in reliance on 
section 4(a)(6) of the Securities Act of 1933 (the ``Securities Act'') 
(15 U.S.C. 77d(a)(6)), provided that:
    (1) The aggregate amount of securities sold to all investors by the 
issuer

[[Page 351]]

in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) during the 12-month period preceding the date of such offer 
or sale, including the securities offered in such transaction, shall not 
exceed $1,070,000;
    (2) The aggregate amount of securities sold to any investor across 
all issuers in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) during the 12-month period preceding the date of such 
transaction, including the securities sold to such investor in such 
transaction, shall not exceed:
    (i) The greater of $2,200 or 5 percent of the lesser of the 
investor's annual income or net worth if either the investor's annual 
income or net worth is less than $107,000; or
    (ii) 10 percent of the lesser of the investor's annual income or net 
worth, not to exceed an amount sold of $107,000, if both the investor's 
annual income and net worth are equal to or more than $107,000;
    Instruction 1 to paragraph (a)(2). To determine the investment limit 
for a natural person, the person's annual income and net worth shall be 
calculated as those values are calculated for purposes of determining 
accredited investor status in accordance with Sec. 230.501 of this 
chapter.
    Instruction 2 to paragraph (a)(2). A person's annual income and net 
worth may be calculated jointly with that person's spouse; however, when 
such a joint calculation is used, the aggregate investment of the 
investor spouses may not exceed the limit that would apply to an 
individual investor at that income or net worth level.
    Instruction 3 to paragraph (a)(2). An issuer offering and selling 
securities in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) may rely on the efforts of an intermediary required by 
Sec. 227.303(b) to ensure that the aggregate amount of securities 
purchased by an investor in offerings pursuant to section 4(a)(6) of the 
Securities Act will not cause the investor to exceed the limit set forth 
in section 4(a)(6) of the Securities Act and Sec. 227.100(a)(2), 
provided that the issuer does not know that the investor has exceeded 
the investor limits or would exceed the investor limits as a result of 
purchasing securities in the issuer's offering.
    (3) The transaction is conducted through an intermediary that 
complies with the requirements in section 4A(a) of the Securities Act 
(15 U.S.C. 77d-1(a)) and the related requirements in this part, and the 
transaction is conducted exclusively through the intermediary's 
platform; and
    Instruction to paragraph (a)(3). An issuer shall not conduct an 
offering or concurrent offerings in reliance on section 4(a)(6) of the 
Securities Act of 1933 (15 U.S.C. 77d(a)(6)) using more than one 
intermediary.
    (4) The issuer complies with the requirements in section 4A(b) of 
the Securities Act (15 U.S.C. 77d-1(b)) and the related requirements in 
this part; provided, however, that the failure to comply with 
Secs. 227.202, 227.203(a)(3) and 227.203(b) shall not prevent an issuer 
from relying on the exemption provided by section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)).
    (b) Applicability. The crowdfunding exemption shall not apply to 
transactions involving the offer or sale of securities by any issuer 
that:
    (1) Is not organized under, and subject to, the laws of a State or 
territory of the United States or the District of Columbia;
    (2) Is subject to the requirement to file reports pursuant to 
section 13 or section 15(d) of the Securities Exchange Act of 1934 (the 
``Exchange Act'') (15 U.S.C. 78m or 78o(d));
    (3) Is an investment company, as defined in section 3 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-3), or is excluded from 
the definition of investment company by section 3(b) or section 3(c) of 
that Act (15 U.S.C. 80a-3(b) or 80a-3(c));
    (4) Is not eligible to offer or sell securities in reliance on 
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) as a result 
of a disqualification as specified in Sec. 227.503(a);
    (5) Has sold securities in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) and has not filed with the 
Commission and provided to investors, to the extent required, the 
ongoing annual reports required by this part during the two years 
immediately

[[Page 352]]

preceding the filing of the required offering statement; or
    Instruction to paragraph (b)(5). An issuer delinquent in its ongoing 
reports can again rely on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) once it has filed with the Commission and provided to 
investors both of the annual reports required during the two years 
immediately preceding the filing of the required offering statement.
    (6) Has no specific business plan or has indicated that its business 
plan is to engage in a merger or acquisition with an unidentified 
company or companies.
    (c) Issuer. For purposes of Sec. 227.201(r), calculating aggregate 
amounts offered and sold in Sec. 227.100(a) and Sec. 227.201(t), and 
determining whether an issuer has previously sold securities in 
Sec. 227.201(t)(3), issuer includes all entities controlled by or under 
common control with the issuer and any predecessors of the issuer.
    Instruction to paragraph (c). The term control means the possession, 
direct or indirect, of the power to direct or cause the direction of the 
management and policies of the entity, whether through the ownership of 
voting securities, by contract or otherwise.
    (d) Investor. For purposes of this part, investor means any investor 
or any potential investor, as the context requires.

[80 FR 71537, Nov. 16, 2015, as amended at 82 FR 17552, Apr. 12, 2017]



                   Subpart B_Requirements for Issuers



Sec. 227.201  Disclosure requirements.

    An issuer offering or selling securities in reliance on section 
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) and in accordance 
with section 4A of the Securities Act (15 U.S.C. 77d-1) and this part 
must file with the Commission and provide to investors and the relevant 
intermediary the following information:
    (a) The name, legal status (including its form of organization, 
jurisdiction in which it is organized and date of organization), 
physical address and Web site of the issuer;
    (b) The names of the directors and officers (and any persons 
occupying a similar status or performing a similar function) of the 
issuer, all positions and offices with the issuer held by such persons, 
the period of time in which such persons served in the position or 
office and their business experience during the past three years, 
including:
    (1) Each person's principal occupation and employment, including 
whether any officer is employed by another employer; and
    (2) The name and principal business of any corporation or other 
organization in which such occupation and employment took place.
    Instruction to paragraph (b). For purposes of this paragraph (b), 
the term officer means a president, vice president, secretary, treasurer 
or principal financial officer, comptroller or principal accounting 
officer, and any person routinely performing similar functions.
    (c) The name of each person, as of the most recent practicable date 
but no earlier than 120 days prior to the date the offering statement or 
report is filed, who is a beneficial owner of 20 percent or more of the 
issuer's outstanding voting equity securities, calculated on the basis 
of voting power;
    (d) A description of the business of the issuer and the anticipated 
business plan of the issuer;
    (e) The current number of employees of the issuer;
    (f) A discussion of the material factors that make an investment in 
the issuer speculative or risky;
    (g) The target offering amount and the deadline to reach the target 
offering amount, including a statement that if the sum of the investment 
commitments does not equal or exceed the target offering amount at the 
offering deadline, no securities will be sold in the offering, 
investment commitments will be cancelled and committed funds will be 
returned;
    (h) Whether the issuer will accept investments in excess of the 
target offering amount and, if so, the maximum amount that the issuer 
will accept and how oversubscriptions will be allocated, such as on a 
pro-rata, first come-first served, or other basis;
    (i) A description of the purpose and intended use of the offering 
proceeds;

[[Page 353]]

    Instruction to paragraph (i). An issuer must provide a reasonably 
detailed description of any intended use of proceeds, such that 
investors are provided with enough information to understand how the 
offering proceeds will be used. If an issuer has identified a range of 
possible uses, the issuer should identify and describe each probable use 
and the factors the issuer may consider in allocating proceeds among the 
potential uses. If the issuer will accept proceeds in excess of the 
target offering amount, the issuer must describe the purpose, method for 
allocating oversubscriptions, and intended use of the excess proceeds 
with similar specificity.
    (j) A description of the process to complete the transaction or 
cancel an investment commitment, including a statement that:
    (1) Investors may cancel an investment commitment until 48 hours 
prior to the deadline identified in the issuer's offering materials;
    (2) The intermediary will notify investors when the target offering 
amount has been met;
    (3) If an issuer reaches the target offering amount prior to the 
deadline identified in its offering materials, it may close the offering 
early if it provides notice about the new offering deadline at least 
five business days prior to such new offering deadline (absent a 
material change that would require an extension of the offering and 
reconfirmation of the investment commitment); and
    (4) If an investor does not cancel an investment commitment before 
the 48-hour period prior to the offering deadline, the funds will be 
released to the issuer upon closing of the offering and the investor 
will receive securities in exchange for his or her investment;
    (k) A statement that if an investor does not reconfirm his or her 
investment commitment after a material change is made to the offering, 
the investor's investment commitment will be cancelled and the committed 
funds will be returned;
    (l) The price to the public of the securities or the method for 
determining the price, provided that, prior to any sale of securities, 
each investor shall be provided in writing the final price and all 
required disclosures;
    (m) A description of the ownership and capital structure of the 
issuer, including:
    (1) The terms of the securities being offered and each other class 
of security of the issuer, including the number of securities being 
offered and/or outstanding, whether or not such securities have voting 
rights, any limitations on such voting rights, how the terms of the 
securities being offered may be modified and a summary of the 
differences between such securities and each other class of security of 
the issuer, and how the rights of the securities being offered may be 
materially limited, diluted or qualified by the rights of any other 
class of security of the issuer;
    (2) A description of how the exercise of rights held by the 
principal shareholders of the issuer could affect the purchasers of the 
securities being offered;
    (3) The name and ownership level of each person, as of the most 
recent practicable date but no earlier than 120 days prior to the date 
the offering statement or report is filed, who is the beneficial owner 
of 20 percent or more of the issuer's outstanding voting equity 
securities, calculated on the basis of voting power;
    (4) How the securities being offered are being valued, and examples 
of methods for how such securities may be valued by the issuer in the 
future, including during subsequent corporate actions;
    (5) The risks to purchasers of the securities relating to minority 
ownership in the issuer and the risks associated with corporate actions 
including additional issuances of securities, issuer repurchases of 
securities, a sale of the issuer or of assets of the issuer or 
transactions with related parties; and
    (6) A description of the restrictions on transfer of the securities, 
as set forth in Sec. 227.501;
    (n) The name, SEC file number and Central Registration Depository 
(CRD) number (as applicable) of the intermediary through which the 
offering is being conducted;
    (o) A description of the intermediary's financial interests in the 
issuer's transaction and in the issuer, including:

[[Page 354]]

    (1) The amount of compensation to be paid to the intermediary, 
whether as a dollar amount or a percentage of the offering amount, or a 
good faith estimate if the exact amount is not available at the time of 
the filing, for conducting the offering, including the amount of 
referral and any other fees associated with the offering, and
    (2) Any other direct or indirect interest in the issuer held by the 
intermediary, or any arrangement for the intermediary to acquire such an 
interest;
    (p) A description of the material terms of any indebtedness of the 
issuer, including the amount, interest rate, maturity date and any other 
material terms;
    (q) A description of exempt offerings conducted within the past 
three years;
    Instruction to paragraph (q). In providing a description of any 
prior exempt offerings, disclose:
    (1) The date of the offering;
    (2) The offering exemption relied upon;
    (3) The type of securities offered; and
    (4) The amount of securities sold and the use of proceeds;
    (r) A description of any transaction since the beginning of the 
issuer's last fiscal year, or any currently proposed transaction, to 
which the issuer was or is to be a party and the amount involved exceeds 
five percent of the aggregate amount of capital raised by the issuer in 
reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) 
during the preceding 12-month period, inclusive of the amount the issuer 
seeks to raise in the current offering under section 4(a)(6) of the 
Securities Act, in which any of the following persons had or is to have 
a direct or indirect material interest:
    (1) Any director or officer of the issuer;
    (2) Any person who is, as of the most recent practicable date but no 
earlier than 120 days prior to the date the offering statement or report 
is filed, the beneficial owner of 20 percent or more of the issuer's 
outstanding voting equity securities, calculated on the basis of voting 
power;
    (3) If the issuer was incorporated or organized within the past 
three years, any promoter of the issuer; or
    (4) Any member of the family of any of the foregoing persons, which 
includes a child, stepchild, grandchild, parent, stepparent, 
grandparent, spouse or spousal equivalent, sibling, mother-in-law, 
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law, and shall include adoptive relationships. The term spousal 
equivalent means a cohabitant occupying a relationship generally 
equivalent to that of a spouse.
    Instruction 1 to paragraph (r). For each transaction identified, 
disclose the name of the specified person and state his or her 
relationship to the issuer, and the nature and, where practicable, the 
approximate amount of his or her interest in the transaction. The amount 
of such interest shall be computed without regard to the amount of the 
profit or loss involved in the transaction. Where it is not practicable 
to state the approximate amount of the interest, the approximate amount 
involved in the transaction shall be disclosed.
    Instruction 2 to paragraph (r). For purposes of paragraph (r), a 
transaction includes, but is not limited to, any financial transaction, 
arrangement or relationship (including any indebtedness or guarantee of 
indebtedness) or any series of similar transactions, arrangements or 
relationships.
    (s) A discussion of the issuer's financial condition, including, to 
the extent material, liquidity, capital resources and historical results 
of operations;
    Instruction 1 to paragraph (s). The discussion must cover each 
period for which financial statements of the issuer are provided. An 
issuer also must include a discussion of any material changes or trends 
known to management in the financial condition and results of operations 
of the issuer subsequent to the period for which financial statements 
are provided.
    Instruction 2 to paragraph (s). For issuers with no prior operating 
history, the discussion should focus on financial milestones and 
operational, liquidity and other challenges. For issuers with an 
operating history, the discussion should focus on whether historical 
results and cash flows are representative of what investors should 
expect in the

[[Page 355]]

future. Issuers should take into account the proceeds of the offering 
and any other known or pending sources of capital. Issuers also should 
discuss how the proceeds from the offering will affect the issuer's 
liquidity, whether receiving these funds and any other additional funds 
is necessary to the viability of the business, and how quickly the 
issuer anticipates using its available cash. In addition, issuers should 
describe the other available sources of capital to the business, such as 
lines of credit or required contributions by shareholders.
    Instruction 3 to paragraph (s). References to the issuer in this 
paragraph and its instructions refer to the issuer and its predecessors, 
if any.
    (t) For offerings that, together with all other amounts sold under 
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) within the 
preceding 12-month period, have, in the aggregate, the following target 
offering amounts:
    (1) $107,000 or less, the amount of total income, taxable income and 
total tax, or the equivalent line items, as reported on the federal 
income tax returns filed by the issuer for the most recently completed 
year (if any), which shall be certified by the principal executive 
officer of the issuer to reflect accurately the information reported on 
the issuer's federal income tax returns, and financial statements of the 
issuer, which shall be certified by the principal executive officer of 
the issuer to be true and complete in all material respects. If 
financial statements of the issuer are available that have either been 
reviewed or audited by a public accountant that is independent of the 
issuer, the issuer must provide those financial statements instead and 
need not include the information reported on the federal income tax 
returns or the certifications of the principal executive officer;
    (2) More than $107,000, but not more than $535,000, financial 
statements of the issuer reviewed by a public accountant that is 
independent of the issuer. If financial statements of the issuer are 
available that have been audited by a public accountant that is 
independent of the issuer, the issuer must provide those financial 
statements instead and need not include the reviewed financial 
statements; and
    (3) More than $535,000, financial statements of the issuer audited 
by a public accountant that is independent of the issuer; provided, 
however, that for issuers that have not previously sold securities in 
reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), 
offerings that have a target offering amount of more than $535,000, but 
not more than $1,070,000, financial statements of the issuer reviewed by 
a public accountant that is independent of the issuer. If financial 
statements of the issuer are available that have been audited by a 
public accountant that is independent of the issuer, the issuer must 
provide those financial statements instead and need not include the 
reviewed financial statements.
    Instruction 1 to paragraph (t). To determine the financial 
statements required under this paragraph (t), an issuer must aggregate 
amounts sold in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) within the preceding 12-month period and the offering 
amount in the offering for which disclosure is being provided. If the 
issuer will accept proceeds in excess of the target offering amount, the 
issuer must include the maximum offering amount that the issuer will 
accept in the calculation to determine the financial statements required 
under this paragraph (t).
    Instruction 2 to paragraph (t). An issuer may voluntarily meet the 
requirements of this paragraph (t) for a higher aggregate target 
offering amount.
    Instruction 3 to paragraph (t). The financial statements must be 
prepared in accordance with U.S. generally accepted accounting 
principles and include balance sheets, statements of comprehensive 
income, statements of cash flows, statements of changes in stockholders' 
equity and notes to the financial statements. If the financial 
statements are not audited, they must be labeled as ``unaudited.'' The 
financial statements must cover the two most recently completed fiscal 
years or the period(s) since inception, if shorter.
    Instruction 4 to paragraph (t). For an offering conducted in the 
first 120 days

[[Page 356]]

of a fiscal year, the financial statements provided may be for the two 
fiscal years prior to the issuer's most recently completed fiscal year; 
however, financial statements for the two most recently completed fiscal 
years must be provided if they are otherwise available. If more than 120 
days have passed since the end of the issuer's most recently completed 
fiscal year, the financial statements provided must be for the issuer's 
two most recently completed fiscal years. If the 120th day falls on a 
Saturday, Sunday, or holiday, the next business day shall be considered 
the 120th day for purposes of determining the age of the financial 
statements.
    Instruction 5 to paragraph (t). An issuer may elect to delay 
complying with any new or revised financial accounting standard that 
applies to companies that are not issuers (as defined under section 2(a) 
of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)) until the date 
that such companies are required to comply with such new or revised 
accounting standard. Issuers electing this accommodation must disclose 
it at the time the issuer files its offering statement and apply the 
election to all standards. Issuers electing not to use this 
accommodation must forgo this accommodation for all financial accounting 
standards and may not elect to rely on this accommodation in any future 
filings.
    Instruction 6 to paragraph (t). An issuer required to provide 
information from a tax return under paragraph (t)(1) of this section 
before filing a tax return with the U.S. Internal Revenue Service for 
the most recently completed fiscal year may provide information from its 
tax return for the prior year (if any), provided that the issuer 
provides information from the tax return for the most recently completed 
fiscal year when it is filed with the U.S. Internal Revenue Service (if 
the tax return is filed during the offering period). An issuer that 
requested an extension from the U.S. Internal Revenue Service would not 
be required to provide information from the tax return until the date 
the return is filed, if filed during the offering period. If an issuer 
has not yet filed a tax return and is not required to file a tax return 
before the end of the offering period, then the tax return information 
does not need to be provided.
    Instruction 7 to paragraph (t). An issuer providing financial 
statements that are not audited or reviewed and tax information as 
specified under paragraph (t)(1) of this section must have its principal 
executive officer provide the following certification:
    I, [identify the certifying individual], certify that:
    (1) the financial statements of [identify the issuer] included in 
this Form are true and complete in all material respects; and
    (2) the tax return information of [identify the issuer] included in 
this Form reflects accurately the information reported on the tax return 
for [identify the issuer] filed for the fiscal year ended [date of most 
recent tax return].
    [Signature and title].
    Instruction 8 to paragraph (t). Financial statement reviews shall be 
conducted in accordance with the Statements on Standards for Accounting 
and Review Services issued by the Accounting and Review Services 
Committee of the American Institute of Certified Public Accountants. A 
signed review report must accompany the reviewed financial statements, 
and an issuer must notify the public accountant of the issuer's intended 
use of the review report in the offering. An issuer will not be in 
compliance with the requirement to provide reviewed financial statements 
if the review report includes modifications.
    Instruction 9 to paragraph (t). Financial statement audits shall be 
conducted in accordance with either auditing standards issued by the 
American Institute of Certified Public Accountants (referred to as U.S. 
Generally Accepted Auditing Standards) or the standards of the Public 
Company Accounting Oversight Board. A signed audit report must accompany 
audited financial statements, and an issuer must notify the public 
accountant of the issuer's intended use of the audit report in the 
offering. An issuer will not be in compliance with the requirement to 
provide audited financial statements if the audit report includes

[[Page 357]]

a qualified opinion, an adverse opinion, or a disclaimer of opinion.
    Instruction 10 to paragraph (t). To qualify as a public accountant 
that is independent of the issuer for purposes of this part, the 
accountant must satisfy the independence standards of either:
    (i) 17 CFR 210.2-01 of this chapter, or
    (ii) The American Institute of Certified Public Accountants. The 
public accountant that audits or reviews the financial statements 
provided by an issuer must be:
    (A) Duly registered and in good standing as a certified public 
accountant under the laws of the place of his or her residence or 
principal office; or
    (B) In good standing and entitled to practice as a public accountant 
under the laws of his or her place of residence or principal office.
    Instruction 11 to paragraph (t). Except as set forth in 
Sec. 227.100(c), references to the issuer in this paragraph (t) and its 
instructions (2) through (10) refer to the issuer and its predecessors, 
if any.
    (u) Any matters that would have triggered disqualification under 
Sec. 227.503(a) but occurred before May 16, 2016. The failure to provide 
such disclosure shall not prevent an issuer from continuing to rely on 
the exemption provided by section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) if the issuer establishes that it did not know and, in 
the exercise of reasonable care, could not have known of the existence 
of the undisclosed matter or matters;
    Instruction to paragraph (u). An issuer will not be able to 
establish that it could not have known of a disqualification unless it 
has made factual inquiry into whether any disqualifications exist. The 
nature and scope of the factual inquiry will vary based on the facts and 
circumstances concerning, among other things, the issuer and the other 
offering participants.
    (v) Updates regarding the progress of the issuer in meeting the 
target offering amount, to be provided in accordance with Sec. 227.203;
    (w) Where on the issuer's Web site investors will be able to find 
the issuer's annual report, and the date by which such report will be 
available on the issuer's Web site;
    (x) Whether the issuer or any of its predecessors previously failed 
to comply with the ongoing reporting requirements of Sec. 227.202; and
    (y) Any material information necessary in order to make the 
statements made, in light of the circumstances under which they were 
made, not misleading.
    Instruction to Sec. 227.201. If disclosure provided pursuant to any 
paragraph of this section also satisfies the requirements of one or more 
other paragraphs of this section, it is not necessary to repeat the 
disclosure. Instead of repeating information, an issuer may include a 
cross-reference to disclosure contained elsewhere in the offering 
statement or report, including to information in the financial 
statements.

[80 FR 71537, Nov. 16, 2015, as amended at 82 FR 17552, Apr. 12, 2017]



Sec. 227.202  Ongoing reporting requirements.

    (a) An issuer that has offered and sold securities in reliance on 
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) and in 
accordance with section 4A of the Securities Act (15 U.S.C. 77d-1) and 
this part must file with the Commission and post on the issuer's Web 
site an annual report along with the financial statements of the issuer 
certified by the principal executive officer of the issuer to be true 
and complete in all material respects and a description of the financial 
condition of the issuer as described in Sec. 227.201(s). If, however, an 
issuer has available financial statements that have either been reviewed 
or audited by a public accountant that is independent of the issuer, 
those financial statements must be provided and the certification by the 
principal executive officer will not be required. The annual report also 
must include the disclosure required by paragraphs (a), (b), (c), (d), 
(e), (f), (m), (p), (q), (r), and (x) of Sec. 227.201. The report must 
be filed in accordance with the requirements of Sec. 227.203 and Form C 
(Sec. 239.900 of this chapter) and no later than 120 days after the end 
of the fiscal year covered by the report.
    Instruction 1 to paragraph (a). Instructions (3), (8), (9), (10), 
and (11) to paragraph (t) of Sec. 227.201 shall apply for purposes of 
this section.

[[Page 358]]

    Instruction 2 to paragraph (a). An issuer providing financial 
statements that are not audited or reviewed must have its principal 
executive officer provide the following certification:
    I, [identify the certifying individual], certify that the financial 
statements of [identify the issuer] included in this Form are true and 
complete in all material respects.
    [Signature and title].
    (b) An issuer must continue to comply with the ongoing reporting 
requirements until one of the following occurs:
    (1) The issuer is required to file reports under section 13(a) or 
section 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d));
    (2) The issuer has filed, since its most recent sale of securities 
pursuant to this part, at least one annual report pursuant to this 
section and has fewer than 300 holders of record;
    (3) The issuer has filed, since its most recent sale of securities 
pursuant to this part, the annual reports required pursuant to this 
section for at least the three most recent years and has total assets 
that do not exceed $10,000,000;
    (4) The issuer or another party repurchases all of the securities 
issued in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)), including any payment in full of debt securities or any 
complete redemption of redeemable securities; or
    (5) The issuer liquidates or dissolves its business in accordance 
with state law.

[80 FR 71537, Nov. 16, 2015, as amended at 82 FR 45725, Oct. 2, 2017]



Sec. 227.203  Filing requirements and form.

    (a) Form C--Offering statement and amendments (Sec. 239.900 of this 
chapter).
    (1) Offering statement. An issuer offering or selling securities in 
reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) 
and in accordance with section 4A of the Securities Act (15 U.S.C. 77d-
1) and this part must file with the Commission and provide to investors 
and the relevant intermediary a Form C: Offering Statement (Form C) 
(Sec. 239.900 of this chapter) prior to the commencement of the offering 
of securities. The Form C must include the information required by 
Sec. 227.201.
    (2) Amendments to offering statement. An issuer must file with the 
Commission and provide to investors and the relevant intermediary an 
amendment to the offering statement filed on Form C (Sec. 239.900 of 
this chapter) to disclose any material changes, additions or updates to 
information that it provides to investors through the intermediary's 
platform, for any offering that has not yet been completed or 
terminated. The amendment must be filed on Form C: Amendment (Form C/A) 
(Sec. 239.900 of this chapter), and if the amendment reflects material 
changes, additions or updates, the issuer shall check the box indicating 
that investors must reconfirm an investment commitment within five 
business days or the investor's commitment will be considered cancelled.
    (3) Progress updates. (i) An issuer must file with the Commission 
and provide to investors and the relevant intermediary a Form C: 
Progress Update (Form C-U) (Sec. 239.900 of this chapter) to disclose 
its progress in meeting the target offering amount no later than five 
business days after each of the dates when the issuer reaches 50 percent 
and 100 percent of the target offering amount.
    (ii) If the issuer will accept proceeds in excess of the target 
offering amount, the issuer must file with the Commission and provide to 
investors and the relevant intermediary, no later than five business 
days after the offering deadline, a final Form C-U (Sec. 239.900 of this 
chapter) to disclose the total amount of securities sold in the 
offering.
    (iii) The requirements of paragraphs (a)(3)(i) and (ii) of this 
section shall not apply to an issuer if the relevant intermediary makes 
publicly available on the intermediary's platform frequent updates 
regarding the progress of the issuer in meeting the target offering 
amount; however, the issuer must still file a Form C-U (Sec. 239.900 of 
this chapter) to disclose the total amount of securities sold in the 
offering no later than five business days after the offering deadline.

[[Page 359]]

    Instruction to paragraph (a)(3). If multiple Forms C-U (Sec. 239.900 
of this chapter) are triggered within the same five business day period, 
the issuer may consolidate such progress updates into one Form C-U, so 
long as the Form C-U discloses the most recent threshold that was met 
and the Form C-U is filed with the Commission and provided to investors 
and the relevant intermediary by the day on which the first progress 
update is due.
    Instruction 1 to paragraph (a). An issuer would satisfy the 
requirement to provide to the relevant intermediary the information 
required by this paragraph (a) if it provides to the relevant 
intermediary a copy of the disclosures filed with the Commission.
    Instruction 2 to paragraph (a). An issuer would satisfy the 
requirement to provide to investors the information required by this 
paragraph (a) if the issuer refers investors to the information on the 
intermediary's platform by means of a posting on the issuer's Web site 
or by email.
    (b) Form C: Annual report and termination of reporting (Sec. 239.900 
of this chapter). (1) Annual reports. An issuer that has sold securities 
in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) and in accordance with section 4A of the Securities Act (15 
U.S.C. 77d-1) and this part must file an annual report on Form C: Annual 
Report (Form C-AR) (Sec. 239.900 of this chapter) with the Commission no 
later than 120 days after the end of the fiscal year covered by the 
report. The annual report shall include the information required by 
Sec. 227.202(a).
    (2) Amendments to annual report. An issuer must file with the 
Commission an amendment to the annual report filed on Form C: Annual 
Report (Form C-AR) (Sec. 239.900 of this chapter) to make a material 
change to the previously filed annual report as soon as practicable 
after discovery of the need for the material change. The amendment must 
be filed on Form C: Amendment to Annual Report (Form C-AR/A) 
(Sec. 239.900 of this chapter).
    (3) Termination of reporting. An issuer eligible to terminate its 
obligation to file annual reports with the Commission pursuant to 
Sec. 227.202(b) must file with the Commission, within five business days 
from the date on which the issuer becomes eligible to terminate its 
reporting obligation, Form C: Termination of Reporting (Form C-TR) 
(Sec. 239.900 of this chapter) to advise investors that the issuer will 
cease reporting pursuant to this part.



Sec. 227.204  Advertising.

    (a) An issuer may not, directly or indirectly, advertise the terms 
of an offering made in reliance on section 4(a)(6) of the Securities Act 
(15 U.S.C. 77d(a)(6)), except for notices that meet the requirements of 
paragraph (b) of this section.
    Instruction to paragraph (a). For purposes of this paragraph (a), 
issuer includes persons acting on behalf of the issuer.
    (b) A notice may advertise any of the terms of an issuer's offering 
made in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) if it directs investors to the intermediary's platform and 
includes no more than the following information:
    (1) A statement that the issuer is conducting an offering pursuant 
to section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), the name 
of the intermediary through which the offering is being conducted and a 
link directing the potential investor to the intermediary's platform;
    (2) The terms of the offering; and
    (3) Factual information about the legal identity and business 
location of the issuer, limited to the name of the issuer of the 
security, the address, phone number and Web site of the issuer, the 
email address of a representative of the issuer and a brief description 
of the business of the issuer.
    (c) Notwithstanding the prohibition on advertising any of the terms 
of the offering, an issuer, and persons acting on behalf of the issuer, 
may communicate with investors and potential investors about the terms 
of the offering through communication channels provided by the 
intermediary on the intermediary's platform, provided that an issuer 
identifies itself as the issuer in all communications. Persons acting on 
behalf of the issuer must identify their affiliation with the issuer in 
all communications on the intermediary's platform.

[[Page 360]]

    Instruction to Sec. 227.204. For purposes of this section, terms of 
the offering means the amount of securities offered, the nature of the 
securities, the price of the securities and the closing date of the 
offering period.



Sec. 227.205  Promoter compensation.

    (a) An issuer, or person acting on behalf of the issuer, shall be 
permitted to compensate or commit to compensate, directly or indirectly, 
any person to promote the issuer's offerings made in reliance on section 
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) through 
communication channels provided by an intermediary on the intermediary's 
platform, but only if the issuer or person acting on behalf of the 
issuer, takes reasonable steps to ensure that the person promoting the 
offering clearly discloses the receipt, past or prospective, of such 
compensation with any such communication.
    Instruction to paragraph (a). The disclosure required by this 
paragraph is required, with each communication, for persons engaging in 
promotional activities on behalf of the issuer through the communication 
channels provided by the intermediary, regardless of whether or not the 
compensation they receive is specifically for the promotional 
activities. This includes persons hired specifically to promote the 
offering as well as to persons who are otherwise employed by the issuer 
or who undertake promotional activities on behalf of the issuer.
    (b) Other than as set forth in paragraph (a) of this section, an 
issuer or person acting on behalf of the issuer shall not compensate or 
commit to compensate, directly or indirectly, any person to promote the 
issuer's offerings made in reliance on section 4(a)(6) of the Securities 
Act (15 U.S.C. 77d(a)(6)), unless such promotion is limited to notices 
permitted by, and in compliance with, Sec. 227.204.



                Subpart C_Requirements for Intermediaries



Sec. 227.300  Intermediaries.

    (a) Requirements. A person acting as an intermediary in a 
transaction involving the offer or sale of securities in reliance on 
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) must:
    (1) Be registered with the Commission as a broker under section 
15(b) of the Exchange Act (15 U.S.C. 78o(b)) or as a funding portal in 
accordance with the requirements of Sec. 227.400; and
    (2) Be a member a national securities association registered under 
section 15A of the Exchange Act (15 U.S.C. 78o-3).
    (b) Financial interests. Any director, officer or partner of an 
intermediary, or any person occupying a similar status or performing a 
similar function, may not have a financial interest in an issuer that is 
offering or selling securities in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) through the intermediary's 
platform, or receive a financial interest in an issuer as compensation 
for the services provided to or for the benefit of the issuer in 
connection with the offer or sale of such securities. An intermediary 
may not have a financial interest in an issuer that is offering or 
selling securities in reliance on section 4(a)(6) of the Securities Act 
(15 U.S.C. 77d(a)(6)) through the intermediary's platform unless:
    (1) The intermediary receives the financial interest from the issuer 
as compensation for the services provided to, or for the benefit of, the 
issuer in connection with the offer or sale of the securities being 
offered or sold in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) through the intermediary's platform; and
    (2) the financial interest consists of securities of the same class 
and having the same terms, conditions and rights as the securities being 
offered or sold in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) through the intermediary's platform. For purposes of 
this paragraph, a financial interest in an issuer means a direct or 
indirect ownership of, or economic interest in, any class of the 
issuer's securities.
    (c) Definitions. For purposes of this part:
    (1) Associated person of a funding portal or person associated with 
a funding portal means any partner, officer, director or manager of a 
funding portal

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(or any person occupying a similar status or performing similar 
functions), any person directly or indirectly controlling or controlled 
by such funding portal, or any employee of a funding portal, except that 
any person associated with a funding portal whose functions are solely 
clerical or ministerial shall not be included in the meaning of such 
term for purposes of section 15(b) of the Exchange Act (15 U.S.C. 
78o(b)) (other than paragraphs (4) and (6) of section 15(b) of the 
Exchange Act).
    (2) Funding portal means a broker acting as an intermediary in a 
transaction involving the offer or sale of securities in reliance on 
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), that does 
not:
    (i) Offer investment advice or recommendations;
    (ii) Solicit purchases, sales or offers to buy the securities 
displayed on its platform;
    (iii) Compensate employees, agents, or other persons for such 
solicitation or based on the sale of securities displayed or referenced 
on its platform; or
    (iv) Hold, manage, possess, or otherwise handle investor funds or 
securities.
    (3) Intermediary means a broker registered under section 15(b) of 
the Exchange Act (15 U.S.C. 78o(b)) or a funding portal registered under 
Sec. 227.400 and includes, where relevant, an associated person of the 
registered broker or registered funding portal.
    (4) Platform means a program or application accessible via the 
Internet or other similar electronic communication medium through which 
a registered broker or a registered funding portal acts as an 
intermediary in a transaction involving the offer or sale of securities 
in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)).
    Instruction to paragraph (c)(4). An intermediary through which a 
crowdfunding transaction is conducted may engage in back office or other 
administrative functions other than on the intermediary's platform.



Sec. 227.301  Measures to reduce risk of fraud.

    An intermediary in a transaction involving the offer or sale of 
securities in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)) must:
    (a) Have a reasonable basis for believing that an issuer seeking to 
offer and sell securities in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) through the intermediary's platform 
complies with the requirements in section 4A(b) of the Act (15 U.S.C. 
77d-1(b)) and the related requirements in this part. In satisfying this 
requirement, an intermediary may rely on the representations of the 
issuer concerning compliance with these requirements unless the 
intermediary has reason to question the reliability of those 
representations;
    (b) Have a reasonable basis for believing that the issuer has 
established means to keep accurate records of the holders of the 
securities it would offer and sell through the intermediary's platform, 
provided that an intermediary may rely on the representations of the 
issuer concerning its means of recordkeeping unless the intermediary has 
reason to question the reliability of those representations. An 
intermediary will be deemed to have satisfied this requirement if the 
issuer has engaged the services of a transfer agent that is registered 
under Section 17A of the Exchange Act (15 U.S.C. 78q-1(c)).
    (c) Deny access to its platform to an issuer if the intermediary:
    (1) Has a reasonable basis for believing that the issuer or any of 
its officers, directors (or any person occupying a similar status or 
performing a similar function) or beneficial owners of 20 percent or 
more of the issuer's outstanding voting equity securities, calculated on 
the basis of voting power, is subject to a disqualification under 
Sec. 227.503. In satisfying this requirement, an intermediary must, at a 
minimum, conduct a background and securities enforcement regulatory 
history check on each issuer whose securities are to be offered by the 
intermediary and on each officer, director or beneficial owner of 20 
percent or more of the issuer's outstanding voting equity securities, 
calculated on the basis of voting power.

[[Page 362]]

    (2) Has a reasonable basis for believing that the issuer or the 
offering presents the potential for fraud or otherwise raises concerns 
about investor protection. In satisfying this requirement, an 
intermediary must deny access if it reasonably believes that it is 
unable to adequately or effectively assess the risk of fraud of the 
issuer or its potential offering. In addition, if an intermediary 
becomes aware of information after it has granted access that causes it 
to reasonably believe that the issuer or the offering presents the 
potential for fraud or otherwise raises concerns about investor 
protection, the intermediary must promptly remove the offering from its 
platform, cancel the offering, and return (or, for funding portals, 
direct the return of) any funds that have been committed by investors in 
the offering.



Sec. 227.302  Account opening.

    (a) Accounts and electronic delivery. (1) No intermediary or 
associated person of an intermediary may accept an investment commitment 
in a transaction involving the offer or sale of securities in reliance 
on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) until the 
investor has opened an account with the intermediary and the 
intermediary has obtained from the investor consent to electronic 
delivery of materials.
    (2) An intermediary must provide all information that is required to 
be provided by the intermediary under subpart C of this part 
(Secs. 227.300 through 227.305), including, but not limited to, 
educational materials, notices and confirmations, through electronic 
means. Unless otherwise indicated in the relevant rule of subpart C of 
this part, in satisfying this requirement, an intermediary must provide 
the information through an electronic message that contains the 
information, through an electronic message that includes a specific link 
to the information as posted on intermediary's platform, or through an 
electronic message that provides notice of what the information is and 
that it is located on the intermediary's platform or on the issuer's Web 
site. Electronic messages include, but are not limited to, email, social 
media messages, instant messages or other electronic media messages.
    (b) Educational materials. (1) In connection with establishing an 
account for an investor, an intermediary must deliver educational 
materials to such investor that explain in plain language and are 
otherwise designed to communicate effectively and accurately:
    (i) The process for the offer, purchase and issuance of securities 
through the intermediary and the risks associated with purchasing 
securities offered and sold in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6));
    (ii) The types of securities offered and sold in reliance on section 
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) available for 
purchase on the intermediary's platform and the risks associated with 
each type of security, including the risk of having limited voting power 
as a result of dilution;
    (iii) The restrictions on the resale of a security offered and sold 
in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6));
    (iv) The types of information that an issuer is required to provide 
under Sec. 227.202, the frequency of the delivery of that information 
and the possibility that those obligations may terminate in the future;
    (v) The limitations on the amounts an investor may invest pursuant 
to Sec. 227.100(a)(2);
    (vi) The limitations on an investor's right to cancel an investment 
commitment and the circumstances in which an investment commitment may 
be cancelled by the issuer;
    (vii) The need for the investor to consider whether investing in a 
security offered and sold in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) is appropriate for that investor;
    (viii) That following completion of an offering conducted through 
the intermediary, there may or may not be any ongoing relationship 
between the issuer and intermediary; and
    (ix) That under certain circumstances an issuer may cease to publish 
annual reports and, therefore, an investor may not continually have 
current financial information about the issuer.

[[Page 363]]

    (2) An intermediary must make the most current version of its 
educational material available on its platform at all times and, if at 
any time, the intermediary makes a material revision to its educational 
materials, it must make the revised educational materials available to 
all investors before accepting any additional investment commitments or 
effecting any further transactions in securities offered and sold in 
reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)).
    (c) Promoters. In connection with establishing an account for an 
investor, an intermediary must inform the investor that any person who 
promotes an issuer's offering for compensation, whether past or 
prospective, or who is a founder or an employee of an issuer that 
engages in promotional activities on behalf of the issuer on the 
intermediary's platform, must clearly disclose in all communications on 
the intermediary's platform, respectively, the receipt of the 
compensation and that he or she is engaging in promotional activities on 
behalf of the issuer.
    (d) Compensation disclosure. When establishing an account for an 
investor, an intermediary must clearly disclose the manner in which the 
intermediary is compensated in connection with offerings and sales of 
securities in reliance on section 4(a)(6) of the Securities Act (15 
U.S.C. 77d(a)(6)).



Sec. 227.303  Requirements with respect to transactions.

    (a) Issuer information. An intermediary in a transaction involving 
the offer or sale of securities in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) must make available to the 
Commission and to investors any information required to be provided by 
the issuer of the securities under Secs. 227.201 and 227.203(a).
    (1) This information must be made publicly available on the 
intermediary's platform, in a manner that reasonably permits a person 
accessing the platform to save, download, or otherwise store the 
information;
    (2) This information must be made publicly available on the 
intermediary's platform for a minimum of 21 days before any securities 
are sold in the offering, during which time the intermediary may accept 
investment commitments;
    (3) This information, including any additional information provided 
by the issuer, must remain publicly available on the intermediary's 
platform until the offer and sale of securities in reliance on section 
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) is completed or 
cancelled; and
    (4) An intermediary may not require any person to establish an 
account with the intermediary to access this information.
    (b) Investor qualification. Each time before accepting any 
investment commitment (including any additional investment commitment 
from the same person), an intermediary must:
    (1) Have a reasonable basis for believing that the investor 
satisfies the investment limitations established by section 4(a)(6)(B) 
of the Act (15 U.S.C. 77d(a)(6)(B)) and this part. An intermediary may 
rely on an investor's representations concerning compliance with the 
investment limitation requirements concerning the investor's annual 
income, net worth, and the amount of the investor's other investments 
made pursuant to section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) unless the intermediary has reason to question the 
reliability of the representation.
    (2) Obtain from the investor:
    (i) A representation that the investor has reviewed the 
intermediary's educational materials delivered pursuant to 
Sec. 227.302(b), understands that the entire amount of his or her 
investment may be lost, and is in a financial condition to bear the loss 
of the investment; and
    (ii) A questionnaire completed by the investor demonstrating the 
investor's understanding that:
    (A) There are restrictions on the investor's ability to cancel an 
investment commitment and obtain a return of his or her investment;
    (B) It may be difficult for the investor to resell securities 
acquired in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)); and
    (C) Investing in securities offered and sold in reliance on section 
4(a)(6) of the

[[Page 364]]

Securities Act (15 U.S.C. 77d(a)(6)) involves risk, and the investor 
should not invest any funds in an offering made in reliance on section 
4(a)(6) of the Securities Act unless he or she can afford to lose the 
entire amount of his or her investment.
    (c) Communication channels. An intermediary must provide on its 
platform communication channels by which persons can communicate with 
one another and with representatives of the issuer about offerings made 
available on the intermediary's platform, provided:
    (1) If the intermediary is a funding portal, it does not participate 
in these communications other than to establish guidelines for 
communication and remove abusive or potentially fraudulent 
communications;
    (2) The intermediary permits public access to view the discussions 
made in the communication channels;
    (3) The intermediary restricts posting of comments in the 
communication channels to those persons who have opened an account with 
the intermediary on its platform; and
    (4) The intermediary requires that any person posting a comment in 
the communication channels clearly and prominently disclose with each 
posting whether he or she is a founder or an employee of an issuer 
engaging in promotional activities on behalf of the issuer, or is 
otherwise compensated, whether in the past or prospectively, to promote 
the issuer's offering.
    (d) Notice of investment commitment. An intermediary must promptly, 
upon receipt of an investment commitment from an investor, give or send 
to the investor a notification disclosing:
    (1) The dollar amount of the investment commitment;
    (2) The price of the securities, if known;
    (3) The name of the issuer; and
    (4) The date and time by which the investor may cancel the 
investment commitment.
    (e) Maintenance and transmission of funds. (1) An intermediary that 
is a registered broker must comply with the requirements of 17 CFR 
240.15c2-4.
    (2) An intermediary that is a funding portal must direct investors 
to transmit the money or other consideration directly to a qualified 
third party that has agreed in writing to hold the funds for the benefit 
of, and to promptly transmit or return the funds to, the persons 
entitled thereto in accordance with paragraph (e)(3) of this section. 
For purposes of this subpart C (Secs. 227.300 through 227.305), a 
qualified third party means a:
    (i) Registered broker or dealer that carries customer or broker or 
dealer accounts and holds funds or securities for those persons; or
    (ii) Bank or credit union (where such credit union is insured by 
National Credit Union Administration) that has agreed in writing either 
to hold the funds in escrow for the persons who have the beneficial 
interests therein and to transmit or return such funds directly to the 
persons entitled thereto when so directed by the funding portal as 
described in paragraph (e)(3) of this section, or to maintain a bank or 
credit union account (or accounts) for the exclusive benefit of 
investors and the issuer.
    (3) A funding portal that is an intermediary in a transaction 
involving the offer or sale of securities in reliance on section 4(a)(6) 
of the Securities Act (15 U.S.C. 77d(a)(6)) shall promptly direct the 
qualified third party to:
    (i) Transmit funds from the qualified third party to the issuer when 
the aggregate amount of investment commitments from all investors is 
equal to or greater than the target amount of the offering and the 
cancellation period as set forth in Sec. 227.304 has elapsed, provided 
that in no event may the funding portal direct this transmission of 
funds earlier than 21 days after the date on which the intermediary 
makes publicly available on its platform the information required to be 
provided by the issuer under Secs. 227.201 and 227.203(a);
    (ii) Return funds to an investor when an investment commitment has 
been cancelled in accordance with Sec. 227.304 (including for failure to 
obtain effective reconfirmation as required under Sec. 227.304(c)); and
    (iii) Return funds to investors when an issuer does not complete the 
offering.
    (f) Confirmation of transaction. (1) An intermediary must, at or 
before the

[[Page 365]]

completion of a transaction in a security in reliance on section 4(a)(6) 
of the Securities Act (15 U.S.C. 77d(a)(6)), give or send to each 
investor a notification disclosing:
    (i) The date of the transaction;
    (ii) The type of security that the investor is purchasing;
    (iii) The identity, price, and number of securities purchased by the 
investor, as well as the number of securities sold by the issuer in the 
transaction and the price(s) at which the securities were sold;
    (iv) If a debt security, the interest rate and the yield to maturity 
calculated from the price paid and the maturity date;
    (v) If a callable security, the first date that the security can be 
called by the issuer; and
    (vi) The source, form and amount of any remuneration received or to 
be received by the intermediary in connection with the transaction, 
including any remuneration received or to be received by the 
intermediary from persons other than the issuer.
    (2) An intermediary satisfying the requirements of paragraph (f)(1) 
of this section is exempt from the requirements of Sec. 240.10b-10 of 
this chapter with respect to a transaction in a security offered and 
sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)).



Sec. 227.304  Completion of offerings, cancellations and reconfirmations.

    (a) Generally. An investor may cancel an investment commitment for 
any reason until 48 hours prior to the deadline identified in the 
issuer's offering materials. During the 48 hours prior to such deadline, 
an investment commitment may not be cancelled except as provided in 
paragraph (c) of this section.
    (b) Early completion of offering. If an issuer reaches the target 
offering amount prior to the deadline identified in its offering 
materials pursuant to Sec. 227.201(g), the issuer may close the offering 
on a date earlier than the deadline identified in its offering materials 
pursuant to Sec. 227.201(g), provided that:
    (1) The offering remains open for a minimum of 21 days pursuant to 
Sec. 227.303(a);
    (2) The intermediary provides notice to any potential investors, and 
gives or sends notice to investors that have made investment commitments 
in the offering, of:
    (i) The new, anticipated deadline of the offering;
    (ii) The right of investors to cancel investment commitments for any 
reason until 48 hours prior to the new offering deadline; and
    (iii) Whether the issuer will continue to accept investment 
commitments during the 48-hour period prior to the new offering 
deadline.
    (3) The new offering deadline is scheduled for and occurs at least 
five business days after the notice required in paragraph (b)(2) of this 
section is provided; and
    (4) At the time of the new offering deadline, the issuer continues 
to meet or exceed the target offering amount.
    (c) Cancellations and reconfirmations based on material changes. (1) 
If there is a material change to the terms of an offering or to the 
information provided by the issuer, the intermediary must give or send 
to any investor who has made an investment commitment notice of the 
material change and that the investor's investment commitment will be 
cancelled unless the investor reconfirms his or her investment 
commitment within five business days of receipt of the notice. If the 
investor fails to reconfirm his or her investment within those five 
business days, the intermediary within five business days thereafter 
must:
    (i) Give or send the investor a notification disclosing that the 
commitment was cancelled, the reason for the cancellation and the refund 
amount that the investor is expected to receive; and
    (ii) Direct the refund of investor funds.
    (2) If material changes to the offering or to the information 
provided by the issuer regarding the offering occur within five business 
days of the maximum number of days that an offering is to remain open, 
the offering must be extended to allow for a period of five business 
days for the investor to reconfirm his or her investment.

[[Page 366]]

    (d) Return of funds if offering is not completed. If an issuer does 
not complete an offering, an intermediary must within five business 
days:
    (1) Give or send each investor a notification of the cancellation, 
disclosing the reason for the cancellation, and the refund amount that 
the investor is expected to receive;
    (2) Direct the refund of investor funds; and
    (3) Prevent investors from making investment commitments with 
respect to that offering on its platform.



Sec. 227.305  Payments to third parties.

    (a) Prohibition on payments for personally identifiable information. 
An intermediary may not compensate any person for providing the 
intermediary with the personally identifiable information of any 
investor or potential investor in securities offered and sold in 
reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)).
    (b) For purposes of this rule, personally identifiable information 
means information that can be used to distinguish or trace an 
individual's identity, either alone or when combined with other personal 
or identifying information that is linked or linkable to a specific 
individual.



                   Subpart D_Funding Portal Regulation



Sec. 227.400  Registration of funding portals.

    (a) Registration. A funding portal must register with the 
Commission, by filing a complete Form Funding Portal (Sec. 249.2000 of 
this chapter) in accordance with the instructions on the form, and 
become a member of a national securities association registered under 
section 15A of the Exchange Act (15 U.S.C. 78o-3). The registration will 
be effective the later of:
    (1) Thirty calendar days after the date that the registration is 
received by the Commission; or
    (2) The date the funding portal is approved for membership by a 
national securities association registered under section 15A of the 
Exchange Act (15 U.S.C. 78o-3).
    (b) Amendments to registration. A funding portal must file an 
amendment to Form Funding Portal (Sec. 249.2000 of this chapter) within 
30 days of any of the information previously submitted on Form Funding 
Portal becoming inaccurate for any reason.
    (c) Successor registration. (1) If a funding portal succeeds to and 
continues the business of a registered funding portal, the registration 
of the predecessor will remain effective as the registration of the 
successor if the successor, within 30 days after such succession, files 
a registration on Form Funding Portal (Sec. 249.2000 of this chapter) 
and the predecessor files a withdrawal on Form Funding Portal; provided, 
however, that the registration of the predecessor funding portal will be 
deemed withdrawn 45 days after registration on Form Funding Portal is 
filed by the successor.
    (2) Notwithstanding paragraph (c)(1) of this section, if a funding 
portal succeeds to and continues the business of a registered funding 
portal and the succession is based solely on a change of the 
predecessor's date or state of incorporation, form of organization, or 
composition of a partnership, the successor may, within 30 days after 
the succession, amend the registration of the predecessor on Form 
Funding Portal (Sec. 249.2000 of this chapter) to reflect these changes.
    (d) Withdrawal. A funding portal must promptly file a withdrawal of 
registration on Form Funding Portal (Sec. 249.2000 of this chapter) in 
accordance with the instructions on the form upon ceasing to operate as 
a funding portal. Withdrawal will be effective on the later of 30 days 
after receipt by the Commission (after the funding portal is no longer 
operational), or within such longer period of time as to which the 
funding portal consents or which the Commission by order may determine 
as necessary or appropriate in the public interest or for the protection 
of investors.
    (e) Applications and reports. The applications and reports provided 
for in this section shall be considered filed when a complete Form 
Funding Portal (Sec. 249.2000 of this chapter) is submitted with the 
Commission. Duplicate originals of the applications and reports provided 
for in this section must be

[[Page 367]]

filed with surveillance personnel designated by any registered national 
securities association of which the funding portal is a member.
    (f) Nonresident funding portals. Registration pursuant to this 
section by a nonresident funding portal shall be conditioned upon there 
being an information sharing arrangement in place between the Commission 
and the competent regulator in the jurisdiction under the laws of which 
the nonresident funding portal is organized or where it has its 
principal place of business, that is applicable to the nonresident 
funding portal.
    (1) Definition. For purposes of this section, the term nonresident 
funding portal shall mean a funding portal incorporated in or organized 
under the laws of a jurisdiction outside of the United States or its 
territories, or having its principal place of business in any place not 
in the United States or its territories.
    (2) Power of attorney. (i) Each nonresident funding portal 
registered or applying for registration pursuant to this section shall 
obtain a written consent and power of attorney appointing an agent in 
the United States, other than the Commission or a Commission member, 
official or employee, upon whom may be served any process, pleadings or 
other papers in any action under the federal securities laws. This 
consent and power of attorney must be signed by the nonresident funding 
portal and the named agent(s) for service of process.
    (ii) Each nonresident funding portal registered or applying for 
registration pursuant to this section shall, at the time of filing its 
application on Form Funding Portal (Sec. 249.2000 of this chapter), 
furnish to the Commission the name and address of its United States 
agent for service of process on Schedule C to the Form.
    (iii) Any change of a nonresident funding portal's agent for service 
of process and any change of name or address of a nonresident funding 
portal's existing agent for service of process shall be communicated 
promptly to the Commission through amendment of the Schedule C to Form 
Funding Portal (Sec. 249.2000 of this chapter).
    (iv) Each nonresident funding portal must promptly appoint a 
successor agent for service of process if the nonresident funding portal 
discharges its identified agent for service of process or if its agent 
for service of process is unwilling or unable to accept service on 
behalf of the nonresident funding portal.
    (v) Each nonresident funding portal must maintain, as part of its 
books and records, the written consent and power of attorney identified 
in paragraph (f)(2)(i) of this section for at least three years after 
the agreement is terminated.
    (3) Access to books and records; inspections and examinations--(i) 
Certification and opinion of counsel. Any nonresident funding portal 
applying for registration pursuant to this section shall:
    (A) Certify on Schedule C to Form Funding Portal (Sec. 249.2000 of 
this chapter) that the nonresident funding portal can, as a matter of 
law, and will provide the Commission and any registered national 
securities association of which it becomes a member with prompt access 
to the books and records of such nonresident funding portal and can, as 
a matter of law, and will submit to onsite inspection and examination by 
the Commission and any registered national securities association of 
which it becomes a member; and
    (B) Provide an opinion of counsel that the nonresident funding 
portal can, as a matter of law, provide the Commission and any 
registered national securities association of which it becomes a member 
with prompt access to the books and records of such nonresident funding 
portal and can, as a matter of law, submit to onsite inspection and 
examination by the Commission and any registered national securities 
association of which it becomes a member.
    (ii) Amendments. The nonresident funding portal shall re-certify, on 
Schedule C to Form Funding Portal (Sec. 249.2000 of this chapter), 
within 90 days after any changes in the legal or regulatory framework 
that would impact the nonresident funding portal's ability to provide, 
or the manner in which it provides, the Commission, or any registered 
national securities association of which it is a member, with

[[Page 368]]

prompt access to its books and records or that would impact the 
Commission's or such registered national securities association's 
ability to inspect and examine the nonresident funding portal. The re-
certification shall be accompanied by a revised opinion of counsel 
describing how, as a matter of law, the nonresident funding portal can 
continue to meet its obligations under paragraphs (f)(3)(i)(A) and (B) 
of this section.



Sec. 227.401  Exemption.

    A funding portal that is registered with the Commission pursuant to 
Sec. 227.400 is exempt from the broker registration requirements of 
section 15(a)(1) of the Exchange Act (15 U.S.C. 78o(a)(1)) in connection 
with its activities as a funding portal.



Sec. 227.402  Conditional safe harbor.

    (a) General. Under section 3(a)(80) of the Exchange Act (15 U.S.C. 
78c(a)(80)), a funding portal acting as an intermediary in a transaction 
involving the offer or sale of securities in reliance on section 4(a)(6) 
of the Securities Act (15 U.S.C. 77d(a)(6)) may not: offer investment 
advice or recommendations; solicit purchases, sales, or offers to buy 
the securities offered or displayed on its platform or portal; 
compensate employees, agents, or other persons for such solicitation or 
based on the sale of securities displayed or referenced on its platform 
or portal; hold, manage, possess, or otherwise handle investor funds or 
securities; or engage in such other activities as the Commission, by 
rule, determines appropriate. This section is intended to provide 
clarity with respect to the ability of a funding portal to engage in 
certain activities, consistent with the prohibitions under section 
3(a)(80) of the Exchange Act. No presumption shall arise that a funding 
portal has violated the prohibitions under section 3(a)(80) of the 
Exchange Act or this part by reason of the funding portal or its 
associated persons engaging in activities in connection with the offer 
or sale of securities in reliance on section 4(a)(6) of the Securities 
Act that do not meet the conditions specified in paragraph (b) of this 
section. The antifraud provisions and all other applicable provisions of 
the federal securities laws continue to apply to the activities 
described in paragraph (b) of this section.
    (b) Permitted activities. A funding portal may, consistent with the 
prohibitions under section 3(a)(80) of the Exchange Act (15 U.S.C. 
78c(a)(80)) and this part:
    (1) Determine whether and under what terms to allow an issuer to 
offer and sell securities in reliance on section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)) through its platform; provided that 
a funding portal otherwise complies with this part;
    (2) Apply objective criteria to highlight offerings on the funding 
portal's platform where:
    (i) The criteria are reasonably designed to highlight a broad 
selection of issuers offering securities through the funding portal's 
platform, are applied consistently to all issuers and offerings and are 
clearly displayed on the funding portal's platform;
    (ii) The criteria may include, among other things, the type of 
securities being offered (for example, common stock, preferred stock or 
debt securities); the geographic location of the issuer; the industry or 
business segment of the issuer; the number or amount of investment 
commitments made, progress in meeting the issuer's target offering 
amount or, if applicable, the maximum offering amount; and the minimum 
or maximum investment amount; provided that the funding portal may not 
highlight an issuer or offering based on the advisability of investing 
in the issuer or its offering; and
    (iii) The funding portal does not receive special or additional 
compensations for highlighting one or more issuers or offerings on its 
platform;
    (3) Provide search functions or other tools that investors can use 
to search, sort, or categorize the offerings available through the 
funding portal's platform according to objective criteria where;
    (i) The criteria may include, among other things, the type of 
securities being offered (for example, common stock, preferred stock or 
debt securities); the geographic location of the issuer; the industry or 
business segment of the issuer; the number or

[[Page 369]]

amount of investment commitments made, progress in meeting the issuer's 
target offering amount or, if applicable, the maximum offering amount; 
and the minimum or maximum investment amount; and
    (ii) The criteria may not include, among other things, the 
advisability of investing in the issuer or its offering, or an 
assessment of any characteristic of the issuer, its business plan, its 
key management or risks associated with an investment.
    (4) Provide communication channels by which investors can 
communicate with one another and with representatives of the issuer 
through the funding portal's platform about offerings through the 
platform, so long as the funding portal (and its associated persons):
    (i) Does not participate in these communications, other than to 
establish guidelines for communication and remove abusive or potentially 
fraudulent communications;
    (ii) Permits public access to view the discussions made in the 
communication channels;
    (iii) Restricts posting of comments in the communication channels to 
those persons who have opened an account on its platform; and
    (iv) Requires that any person posting a comment in the communication 
channels clearly disclose with each posting whether he or she is a 
founder or an employee of an issuer engaging in promotional activities 
on behalf of the issuer, or is otherwise compensated, whether in the 
past or prospectively, to promote an issuer's offering;
    (5) Advise an issuer about the structure or content of the issuer's 
offering, including assisting the issuer in preparing offering 
documentation;
    (6) Compensate a third party for referring a person to the funding 
portal, so long as the third party does not provide the funding portal 
with personally identifiable information of any potential investor, and 
the compensation, other than that paid to a registered broker or dealer, 
is not based, directly or indirectly, on the purchase or sale of a 
security in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) offered on or through the funding portal's platform;
    (7) Pay or offer to pay any compensation to a registered broker or 
dealer for services, including referrals pursuant to paragraph (b)(6) of 
this section, in connection with the offer or sale of securities by the 
funding portal in reliance on section 4(a)(6) of the Act(15 U.S.C. 
77d(a)(6)), provided that:
    (i) Such services are provided pursuant to a written agreement 
between the funding portal and the registered broker or dealer;
    (ii) Such services and compensation are permitted under this part; 
and
    (iii) Such services and compensation comply with the rules of any 
registered national securities association of which the funding portal 
is a member;
    (8) Receive any compensation from a registered broker or dealer for 
services provided by the funding portal in connection with the offer or 
sale of securities by the funding portal in reliance on section 4(a)(6) 
of the Securities Act (15 U.S.C. 77d(a)(6)), provided that:
    (i) Such services are provided pursuant to a written agreement 
between the funding portal and the registered broker or dealer;
    (ii) Such compensation is permitted under this part; and
    (iii) Such compensation complies with the rules of any registered 
national securities association of which the funding portal is a member;
    (9) Advertise the existence of the funding portal and identify one 
or more issuers or offerings available on the portal on the basis of 
objective criteria, as long as:
    (i) The criteria are reasonably designed to identify a broad 
selection of issuers offering securities through the funding portal's 
platform, and are applied consistently to all potential issuers and 
offerings;
    (ii) The criteria may include, among other things, the type of 
securities being offered (for example, common stock, preferred stock or 
debt securities); the geographic location of the issuer; the industry or 
business segment of the issuer; the expressed interest by investors, as 
measured by number or amount of investment commitments made, progress in 
meeting the issuer's target offering amount or, if applicable, the 
maximum offering

[[Page 370]]

amount; and the minimum or maximum investment amount; and
    (iii) The funding portal does not receive special or additional 
compensation for identifying the issuer or offering in this manner;
    (10) Deny access to its platform to, or cancel an offering of an 
issuer, pursuant to Sec. 227.301(c)(2), if the funding portal has a 
reasonable basis for believing that the issuer or the offering presents 
the potential for fraud or otherwise raises concerns about investor 
protection;
    (11) Accept, on behalf of an issuer, an investment commitment for 
securities offered in reliance on section 4(a)(6) of the Securities Act 
(15 U.S.C. 77d(a)(6)) by that issuer on the funding portal's platform;
    (12) Direct investors where to transmit funds or remit payment in 
connection with the purchase of securities offered and sold in reliance 
on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)); and
    (13) Direct a qualified third party, as required by Sec. 227.303(e), 
to release proceeds to an issuer upon completion of a crowdfunding 
offering or to return proceeds to investors in the event an investment 
commitment or an offering is cancelled.



Sec. 227.403  Compliance.

    (a) Policies and procedures. A funding portal must implement written 
policies and procedures reasonably designed to achieve compliance with 
the federal securities laws and the rules and regulations thereunder 
relating to its business as a funding portal.
    (b) Privacy. A funding portal must comply with the requirements of 
part 248 of this chapter as they apply to brokers.
    (c) Inspections and examinations. A funding portal shall permit the 
examination and inspection of all of its business and business 
operations that relate to its activities as a funding portal, such as 
its premises, systems, platforms, and records by representatives of the 
Commission and of the registered national securities association of 
which it is a member.



Sec. 227.404  Records to be made and kept by funding portals.

    (a) Generally. A funding portal shall make and preserve the 
following records for five years, the first two years in an easily 
accessible place:
    (1) All records related to an investor who purchases or attempts to 
purchase securities through the funding portal;
    (2) All records related to issuers who offer and sell or attempt to 
offer and sell securities through the funding portal and the control 
persons of such issuers;
    (3) Records of all communications that occur on or through its 
platform;
    (4) All records related to persons that use communication channels 
provided by a funding portal to promote an issuer's securities or 
communicate with potential investors;
    (5) All records required to demonstrate compliance with the 
requirements of subparts C (Secs. 227.300 through 227.305) and D 
(Secs. 227.400 through 227.404) of this part;
    (6) All notices provided by such funding portal to issuers and 
investors generally through the funding portal's platform or otherwise, 
including, but not limited to, notices addressing hours of funding 
portal operations (if any), funding portal malfunctions, changes to 
funding portal procedures, maintenance of hardware and software, 
instructions pertaining to access to the funding portal and denials of, 
or limitations on, access to the funding portal;
    (7) All written agreements (or copies thereof) entered into by such 
funding portal relating to its business as such;
    (8) All daily, monthly and quarterly summaries of transactions 
effected through the funding portal, including:
    (i) Issuers for which the target offering amount has been reached 
and funds distributed; and
    (ii) Transaction volume, expressed in:
    (A) Number of transactions;
    (B) Number of securities involved in a transaction;
    (C) Total amounts raised by, and distributed to, issuers; and
    (D) Total dollar amounts raised across all issuers, expressed in 
U.S. dollars; and

[[Page 371]]

    (9) A log reflecting the progress of each issuer who offers or sells 
securities through the funding portal toward meeting the target offering 
amount.
    (b) Organizational documents. A funding portal shall make and 
preserve during the operation of the funding portal and of any successor 
funding portal, all organizational documents relating to the funding 
portal, including but not limited to, partnership agreements, articles 
of incorporation or charter, minute books and stock certificate books 
(or other similar type documents).
    (c) Format. The records required to be maintained and preserved 
pursuant to paragraph (a) of this section must be produced, reproduced, 
and maintained in the original, non-alterable format in which they were 
created or as permitted under Sec. 240.17a-4(f) of this chapter.
    (d) Third parties. The records required to be made and preserved 
pursuant to this section may be prepared or maintained by a third party 
on behalf of a funding portal. An agreement with a third party shall not 
relieve a funding portal from the responsibility to prepare and maintain 
records as specified in this rule. A funding portal must file with the 
registered national securities association of which it is a member, a 
written undertaking in a form acceptable to the registered national 
securities association, signed by a duly authorized person of the third 
party, stating in effect that such records are the property of the 
funding portal and will be surrendered promptly on request of the 
funding portal. The undertaking shall include the following provision:

    With respect to any books and records maintained or preserved on 
behalf of [name of funding portal], the undersigned hereby acknowledges 
that the books and records are the property of [name of funding portal], 
and hereby undertakes to permit examination of such books and records at 
any time, or from time to time, during business hours by representatives 
of the Securities and Exchange Commission and the registered national 
securities association of which the funding portal is a member, and to 
promptly furnish to the Commission, its representatives, and the 
registered national securities association of which the funding portal 
is a member, a true, correct, complete and current hard copy of any, 
all, or any part of, such books and records.

    (e) Review of records. All records of a funding portal are subject 
at any time, or from time to time, to reasonable periodic, special, or 
other examination by the representatives of the Commission and the 
registered national securities association of which a funding portal is 
a member. Every funding portal shall furnish promptly to the Commission, 
its representatives, and the registered national securities association 
of which the funding portal is a member true, correct, complete and 
current copies of such records of the funding portal that are requested 
by the representatives of the Commission and the registered national 
securities association.
    (f) Financial recordkeeping and reporting of currency and foreign 
transactions. A funding portal that is subject to the requirements of 
the Currency and Foreign Transactions Reporting Act of 1970 (15 U.S.C. 
5311 et seq.) shall comply with the reporting, recordkeeping and record 
retention requirements of 31 CFR chapter X. Where 31 CFR chapter X and 
Sec. 227.404(a) and (b) require the same records or reports to be 
preserved for different periods of time, such records or reports shall 
be preserved for the longer period of time.



                   Subpart E_Miscellaneous Provisions



Sec. 227.501  Restrictions on resales.

    (a) Securities issued in a transaction exempt from registration 
pursuant to section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) 
and in accordance with section 4A of the Securities Act (15 U.S.C. 77d-
1) and this part may not be transferred by any purchaser of such 
securities during the one-year period beginning when the securities were 
issued in a transaction exempt from registration pursuant to section 
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), unless such 
securities are transferred:
    (1) To the issuer of the securities;
    (2) To an accredited investor;
    (3) As part of an offering registered with the Commission; or
    (4) To a member of the family of the purchaser or the equivalent, to 
a trust controlled by the purchaser, to a trust created for the benefit 
of a member of

[[Page 372]]

the family of the purchaser or the equivalent, or in connection with the 
death or divorce of the purchaser or other similar circumstance.
    (b) For purposes of this Sec. 227.501, the term accredited investor 
shall mean any person who comes within any of the categories set forth 
in Sec. 230.501(a) of this chapter, or who the seller reasonably 
believes comes within any of such categories, at the time of the sale of 
the securities to that person.
    (c) For purposes of this section, the term member of the family of 
the purchaser or the equivalent includes a child, stepchild, grandchild, 
parent, stepparent, grandparent, spouse or spousal equivalent, sibling, 
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-
law, or sister-in-law of the purchaser, and shall include adoptive 
relationships. For purposes of this paragraph (c), the term spousal 
equivalent means a cohabitant occupying a relationship generally 
equivalent to that of a spouse.



Sec. 227.502  Insignificant deviations from a term, condition or 
requirement of this part (Regulation Crowdfunding).

    (a) A failure to comply with a term, condition, or requirement of 
this part will not result in the loss of the exemption from the 
requirements of Section 5 of the Securities Act (15 U.S.C. 77e) for any 
offer or sale to a particular individual or entity, if the issuer 
relying on the exemption shows:
    (1) The failure to comply was insignificant with respect to the 
offering as a whole;
    (2) The issuer made a good faith and reasonable attempt to comply 
with all applicable terms, conditions and requirements of this part; and
    (3) The issuer did not know of such failure where the failure to 
comply with a term, condition or requirement of this part was the result 
of the failure of the intermediary to comply with the requirements of 
section 4A(a) of the Securities Act (15 U.S.C. 77d-1(a)) and the related 
rules, or such failure by the intermediary occurred solely in offerings 
other than the issuer's offering.
    (b) Paragraph (a) of this section shall not preclude the Commission 
from bringing an enforcement action seeking any appropriate relief for 
an issuer's failure to comply with all applicable terms, conditions and 
requirements of this part.



Sec. 227.503  Disqualification provisions.

    (a) Disqualification events. No exemption under this section 4(a)(6) 
of the Securities Act (15 U.S.C. 77d(a)(6)) shall be available for a 
sale of securities if the issuer; any predecessor of the issuer; any 
affiliated issuer; any director, officer, general partner or managing 
member of the issuer; any beneficial owner of 20 percent or more of the 
issuer's outstanding voting equity securities, calculated on the basis 
of voting power; any promoter connected with the issuer in any capacity 
at the time of such sale; any person that has been or will be paid 
(directly or indirectly) remuneration for solicitation of purchasers in 
connection with such sale of securities; or any general partner, 
director, officer or managing member of any such solicitor:
    (1) Has been convicted, within 10 years before the filing of the 
offering statement (or five years, in the case of issuers, their 
predecessors and affiliated issuers), of any felony or misdemeanor:
    (i) In connection with the purchase or sale of any security;
    (ii) Involving the making of any false filing with the Commission; 
or
    (iii) Arising out of the conduct of the business of an underwriter, 
broker, dealer, municipal securities dealer, investment adviser, funding 
portal or paid solicitor of purchasers of securities;
    (2) Is subject to any order, judgment or decree of any court of 
competent jurisdiction, entered within five years before the filing of 
the information required by section 4A(b) of the Securities Act (15 
U.S.C. 77d-1(b)) that, at the time of such filing, restrains or enjoins 
such person from engaging or continuing to engage in any conduct or 
practice:
    (i) In connection with the purchase or sale of any security;
    (ii) Involving the making of any false filing with the Commission; 
or
    (iii) Arising out of the conduct of the business of an underwriter, 
broker,

[[Page 373]]

dealer, municipal securities dealer, investment adviser, funding portal 
or paid solicitor of purchasers of securities;
    (3) Is subject to a final order of a state securities commission (or 
an agency or officer of a state performing like functions); a state 
authority that supervises or examines banks, savings associations or 
credit unions; a state insurance commission (or an agency or officer of 
a state performing like functions); an appropriate federal banking 
agency; the U.S. Commodity Futures Trading Commission; or the National 
Credit Union Administration that:
    (i) At the time of the filing of the information required by section 
4A(b) of the Securities Act (15 U.S.C. 77d-1(b)), bars the person from:
    (A) Association with an entity regulated by such commission, 
authority, agency or officer;
    (B) Engaging in the business of securities, insurance or banking; or
    (C) Engaging in savings association or credit union activities; or
    (ii) Constitutes a final order based on a violation of any law or 
regulation that prohibits fraudulent, manipulative or deceptive conduct 
entered within ten years before such filing of the offering statement;
    Instruction to paragraph (a)(3). Final order shall mean a written 
directive or declaratory statement issued by a federal or state agency, 
described in Sec. 227.503(a)(3), under applicable statutory authority 
that provides for notice and an opportunity for hearing, which 
constitutes a final disposition or action by that federal or state 
agency.
    (4) Is subject to an order of the Commission entered pursuant to 
section 15(b) or 15B(c) of the Exchange Act (15 U.S.C. 78o(b) or 78o-
4(c)) or Section 203(e) or (f) of the Investment Advisers Act of 1940 
(15 U.S.C. 80b-3(e) or (f)) that, at the time of the filing of the 
information required by section 4A(b) of the Securities Act (15 U.S.C. 
77d-1(b)):
    (i) Suspends or revokes such person's registration as a broker, 
dealer, municipal securities dealer, investment adviser or funding 
portal;
    (ii) Places limitations on the activities, functions or operations 
of such person; or
    (iii) Bars such person from being associated with any entity or from 
participating in the offering of any penny stock;
    (5) Is subject to any order of the Commission entered within five 
years before the filing of the information required by section 4A(b) of 
the Securities Act (15 U.S.C. 77d-1(b)) that, at the time of such 
filing, orders the person to cease and desist from committing or causing 
a violation or future violation of:
    (i) Any scienter-based anti-fraud provision of the federal 
securities laws, including without limitation Section 17(a)(1) of the 
Securities Act (15 U.S.C. 77q(a)(1)), Section 10(b) of the Exchange Act 
(15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, section 15(c)(1) of the 
Exchange Act (15 U.S.C. 78o(c)(1)) and Section 206(1) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-6(1)) or any other rule or 
regulation thereunder; or
    (ii) Section 5 of the Securities Act (15 U.S.C. 77e);
    (6) Is suspended or expelled from membership in, or suspended or 
barred from association with a member of, a registered national 
securities exchange or a registered national or affiliated securities 
association for any act or omission to act constituting conduct 
inconsistent with just and equitable principles of trade;
    (7) Has filed (as a registrant or issuer), or was or was named as an 
underwriter in, any registration statement or Regulation A (17 CFR 
230.251 through 230.263) offering statement filed with the Commission 
that, within five years before the filing of the information required by 
section 4A(b) of the Securities Act (15 U.S.C. 77d-1(b)), was the 
subject of a refusal order, stop order, or order suspending the 
Regulation A exemption, or is, at the time of such filing, the subject 
of an investigation or proceeding to determine whether a stop order or 
suspension order should be issued; or
    (8) Is subject to a United States Postal Service false 
representation order entered within five years before the filing of the 
information required by section 4A(b) of the Securities Act (15 U.S.C. 
77d-1(b)), or is, at the time of

[[Page 374]]

such filing, subject to a temporary restraining order or preliminary 
injunction with respect to conduct alleged by the United States Postal 
Service to constitute a scheme or device for obtaining money or property 
through the mail by means of false representations.
    (b) Transition, waivers, reasonable care exception. Paragraph (a) of 
this section shall not apply:
    (1) With respect to any conviction, order, judgment, decree, 
suspension, expulsion or bar that occurred or was issued before May 16, 
2016;
    (2) Upon a showing of good cause and without prejudice to any other 
action by the Commission, if the Commission determines that it is not 
necessary under the circumstances that an exemption be denied;
    (3) If, before the filing of the information required by section 
4A(b) of the Securities Act (15 U.S.C. 77d-1(b)), the court or 
regulatory authority that entered the relevant order, judgment or decree 
advises in writing (whether contained in the relevant judgment, order or 
decree or separately to the Commission or its staff) that 
disqualification under paragraph (a) of this section should not arise as 
a consequence of such order, judgment or decree; or
    (4) If the issuer establishes that it did not know and, in the 
exercise of reasonable care, could not have known that a 
disqualification existed under paragraph (a) of this section.
    Instruction to paragraph (b)(4). An issuer will not be able to 
establish that it has exercised reasonable care unless it has made, in 
light of the circumstances, factual inquiry into whether any 
disqualifications exist. The nature and scope of the factual inquiry 
will vary based on the facts and circumstances concerning, among other 
things, the issuer and the other offering participants.
    (c) Affiliated issuers. For purposes of paragraph (a) of this 
section, events relating to any affiliated issuer that occurred before 
the affiliation arose will be not considered disqualifying if the 
affiliated entity is not:
    (1) In control of the issuer; or
    (2) Under common control with the issuer by a third party that was 
in control of the affiliated entity at the time of such events.
    (d) Intermediaries. A person that is subject to a statutory 
disqualification as defined in section 3(a)(39) of the Exchange Act (15 
U.S.C. 78c(a)(39)) may not act as, or be an associated person of, an 
intermediary in a transaction involving the offer or sale of securities 
in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 
77d(a)(6)) unless so permitted pursuant to Commission rule or order.
    Instruction to paragraph (d). Sec. 240.17f-2 of this chapter 
generally requires the fingerprinting of every person who is a partner, 
director, officer or employee of a broker, subject to certain 
exceptions.

                           PART 228 [RESERVED]



  PART 229_STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
  ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
  CONSERVATION ACT OF 1975_REGULATION S-K--Table of Contents



                          Subpart 229.1_General

Sec.
229.10  (Item 10) General.

                        Subpart 229.100_Business

229.101  (Item 101) Description of business.
229.102  (Item 102) Description of property.
229.103  (Item 103) Legal proceedings.
229.104  (Item 104) Mine safety disclosure.

              Subpart 229.200_Securities of the Registrant

229.201  (Item 201) Market price of and dividends on the registrant's 
          common equity and related stockholder matters.
229.202  (Item 202) Description of registrant's securities.

                  Subpart 229.300_Financial Information

229.301  (Item 301) Selected financial data.
229.302  (Item 302) Supplementary financial information.
229.303  (Item 303) Management's discussion and analysis of financial 
          condition and results of operations.
229.304  (Item 304) Changes in and disagreements with accountants on 
          accounting and financial disclosure.
229.305  (Item 305) Quantitative and qualitative disclosures about 
          market risk.
229.306  [Reserved]

[[Page 375]]

229.307  (Item 307) Disclosure controls and procedures.
229.308  (Item 308) Internal control over financial reporting.

         Subpart 229.400_Management and Certain Security Holders

229.401  (Item 401) Directors, executive officers, promoters and control 
          persons.
229.402  (Item 402) Executive compensation.
229.403  (Item 403) Security ownership of certain beneficial owners and 
          management.
229.404  (Item 404) Transactions with related persons, promoters and 
          certain control persons.
229.405  (Item 405) Compliance with section 16(a) of the Exchange Act.
229.406  (Item 406) Code of ethics.
229.407  (Item 407) Corporate governance

    Subpart 229.500_Registration Statement and Prospectus Provisions

229.501  (Item 501) Forepart of registration statement and outside front 
          cover page of prospectus.
229.502  (Item 502) Inside front and outside back cover pages of 
          prospectus.
229.503  (Item 503) Prospectus summary, risk factors, and ratio of 
          earnings to fixed charges.
229.504  (Item 504) Use of proceeds.
229.505  (Item 505) Determination of offering price.
229.506  (Item 506) Dilution.
229.507  (Item 507) Selling security holders.
229.508  (Item 508) Plan of distribution.
229.509  (Item 509) Interests of named experts and counsel.
229.510  (Item 510) Disclosure of Commission position on indemnification 
          for Securities Act liabilities.
229.511  (Item 511) Other expenses of issuance and distribution.
229.512  (Item 512) Undertakings.

                        Subpart 229.600_Exhibits

229.601  (Item 601) Exhibits.

                      Subpart 229.700_Miscellaneous

229.701  (Item 701) Recent sales of unregistered securities; use of 
          proceeds from registered securities.
229.702  (Item 702) Indemnification of directors and officers.
229.703  Purchases of equity securities by the issuer and affiliated 
          purchasers.

                 Subpart 229.800_List of Industry Guides

229.801  Securities Act industry guides.
229.802  Exchange Act industry guides.

                  Subpart 229.900_Roll-Up Transactions

229.901  (Item 901) Definitions.
229.902  (Item 902) Individual partnership supplements.
229.903  (Item 903) Summary.
229.904  (Item 904) Risk factors and other considerations.
229.905  (Item 905) Comparative information.
229.906  (Item 906) Allocation of roll-up consideration.
229.907  (Item 907) Background of the roll-up transaction.
229.908  (Item 908) Reasons for and alternatives to the roll-up 
          transaction.
229.909  (Item 909) Conflicts of interest.
229.910  (Item 910) Fairness of the transaction.
229.911  (Item 911) Reports, opinions and appraisals.
229.912  (Item 912) Source and amount of funds and transactional 
          expenses.
229.913  (Item 913) Other provisions of the transaction.
229.914  (Item 914) Pro forma financial statements; selected financial 
          data.
229.915  (Item 915) Federal income tax consequences.

       Subpart 229.1000_Mergers and Acquisitions (Regulation M-A)

229.1000  (Item 1000) Definitions.
229.1001  (Item 1001) Summary term sheet.
229.1002  (Item 1002) Subject company information.
229.1003  (Item 1003) Identity and background of filing person.
229.1004  (Item 1004) Terms of the transaction.
229.1005  (Item 1005) Past contacts, transactions, negotiations and 
          agreements.
229.1006  (Item 1006) Purposes of the transaction and plans or 
          proposals.
229.1007  (Item 1007) Source and amount of funds or other consideration.
229.1008  (Item 1008) Interest in securities of the subject company.
229.1009  (Item 1009) Persons/assets, retained, employed, compensated or 
          used.
229.1010  (Item 1010) Financial statements.
229.1011  (Item 1011) Additional information.
229.1012  (Item 1012) The solicitation or recommendation.
229.1013  (Item 1013) Purposes, alternatives, reasons and effects in a 
          going-private transaction.
229.1014  (Item 1014) Fairness of the going-private transaction.
229.1015  (Item 1015) Reports, opinions, appraisals and negotiations.
229.1016  (Item 1016) Exhibits.

        Subpart 229.1100_Asset-Backed Securities (Regulation AB)

229.1100  (Item 1100) General.

[[Page 376]]

229.1101  (Item 1101) Definitions.
229.1102  (Item 1102) Forepart of registration statement and outside 
          cover page of the prospectus.
229.1103  (Item 1103) Transaction summary and risk factors.
229.1104  (Item 1104) Sponsors.
229.1105  (Item 1105) Static pool information.
229.1106  (Item 1106) Depositors.
229.1107  (Item 1107) Issuing entities.
229.1108  (Item 1108) Servicers.
229.1109  (Item 1109) Trustees and other transaction parties.
229.1110  (Item 1110) Originators.
229.1111  (Item 1111) Pool assets.
229.1112  (Item 1112) Significant obligors of pool assets.
229.1113  (Item 1113) Structure of the transaction.
229.1114  (Item 1114) Credit enhancement and other support, except for 
          certain derivatives instruments.
229.1115  (Item 1115) Certain derivatives instruments.
229.1116  (Item 1116) Tax matters.
229.1117  (Item 1117) Legal proceedings.
229.1118  (Item 1118) Reports and additional information.
229.1119  (Item 1119) Affiliations and certain relationships and related 
          transactions.
229.1120  (Item 1120) Ratings.
229.1121  (Item 1121) Distribution and pool performance information.
229.1122  (Item 1122) Compliance with applicable servicing criteria.
229.1123  (Item 1123) Servicer compliance statement.
229.1124  (Item 1124) Sponsor interest in the securities.
229.1125  (Item 1125) Schedule AL--Asset-level information.

   Subpart 229.1200_Disclosure by Registrants Engaged in Oil and Gas 
                          Producing Activities

229.1201  (Item 1201) General instructions to oil and gas industry-
          specific disclosures.
229.1202  (Item 1202) Disclosure of reserves.
229.1203  (Item 1203) Proved undeveloped reserves.
229.1204  (Item 1204) Oil and gas production, production prices and 
          production costs.
229.1205  (Item 1205) Drilling and other exploratory and development 
          activities.
229.1206  (Item 1206) Present activities.
229.1207  (Item 1207) Delivery commitments.
229.1208  (Item 1208) Oil and gas properties, wells, operations, and 
          acreage.

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-
3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-5, 78w, 
78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 
80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b), 
Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112-
106, 126 Stat. 310 (2012).

    Source: 47 FR 11401, Mar. 16, 1982, unless otherwise noted.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.



                          Subpart 229.1_General



Sec. 229.10  (Item 10) General.

    (a) Application of Regulation S-K. This part (together with the 
General Rules and Regulations under the Securities Act of 1933, 15 
U.S.C. 77a et seq., as amended (Securities Act), and the Securities 
Exchange Act of 1934, 15 U.S.C. 78a et seq., as amended (Exchange Act) 
(parts 230 and 240 of this chapter), the Interpretative Releases under 
these Acts (parts 231 and 241 of this chapter) and the forms under these 
Acts (parts 239 and 249 of this chapter)) states the requirements 
applicable to the content of the non-financial statement portions of:
    (1) Registration statements under the Securities Act (part 239 of 
this chapter) to the extent provided in the forms to be used for 
registration under such Act; and
    (2) Registration statements under section 12 (subpart C of part 249 
of this chapter), annual or other reports under sections 13 and 15(d) 
(subparts D and E of part 249 of this chapter), going-private 
transaction statements under section 13 (part 240 of this chapter), 
tender offer statements under sections 13 and 14 (part 240 of this 
chapter), annual reports to security holders and proxy and information 
statements under section 14 (part 240 of this chapter), and any other 
documents required to be filed under the Exchange Act, to the extent 
provided in the forms and rules under that Act.

[[Page 377]]

    (b) Commission policy on projections. The Commission encourages the 
use in documents specified in Rule 175 under the Securities Act 
(Sec. 230.175 of this chapter) and Rule 3b-6 under the Exchange Act 
(Sec. 240.3b-6 of this chapter) of management's projections of future 
economic performance that have a reasonable basis and are presented in 
an appropriate format. The guidelines set forth herein represent the 
Commission's views on important factors to be considered in formulating 
and disclosing such projections.
    (1) Basis for projections. The Commission believes that management 
must have the option to present in Commission filings its good faith 
assessment of a registrant's future performance. Management, however, 
must have a reasonable basis for such an assessment. Although a history 
of operations or experience in projecting may be among the factors 
providing a basis for management's assessment, the Commission does not 
believe that a registrant always must have had such a history or 
experience in order to formulate projections with a reasonable basis. An 
outside review of management's projections may furnish additional 
support for having a reasonable basis for a projection. If management 
decides to include a report of such a review in a Commission filing, 
there also should be disclosure of the qualifications of the reviewer, 
the extent of the review, the relationship between the reviewer and the 
registrant, and other material factors concerning the process by which 
any outside review was sought or obtained. Moreover, in the case of a 
registration statement under the Securities Act, the reviewer would be 
deemed an expert and an appropriate consent must be filed with the 
registration statement.
    (2) Format for projections. In determining the appropriate format 
for projections included in Commission filings, consideration must be 
given to, among other things, the financial items to be projected, the 
period to be covered, and the manner of presentation to be used. 
Although traditionally projections have been given for three financial 
items generally considered to be of primary importance to investors 
(revenues, net income (loss) and earnings (loss) per share), projection 
information need not necessarily be limited to these three items. 
However, management should take care to assure that the choice of items 
projected is not susceptible of misleading inferences through selective 
projection of only favorable items. Revenues, net income (loss) and 
earnings (loss) per share usually are presented together in order to 
avoid any misleading inferences that may arise when the individual items 
reflect contradictory trends. There may be instances, however, when it 
is appropriate to present earnings (loss) from continuing operations, or 
income (loss) before extraordinary items in addition to or in lieu of 
net income (loss). It generally would be misleading to present sales or 
revenue projections without one of the foregoing measures of income. The 
period that appropriately may be covered by a projection depends to a 
large extent on the particular circumstances of the company involved. 
For certain companies in certain industries, a projection covering a two 
or three year period may be entirely reasonable. Other companies may not 
have a reasonable basis for projections beyond the current year. 
Accordingly, management should select the period most appropriate in the 
circumstances. In addition, management, in making a projection, should 
disclose what, in its opinion, is the most probable specific amount or 
the most reasonable range for each financial item projected based on the 
selected assumptions. Ranges, however, should not be so wide as to make 
the disclosures meaningless. Moreover, several projections based on 
varying assumptions may be judged by management to be more meaningful 
than a single number or range and would be permitted.
    (3) Investor understanding. (i) When management chooses to include 
its projections in a Commission filing, the disclosures accompanying the 
projections should facilitate investor understanding of the basis for 
and limitations of projections. In this regard investors should be 
cautioned against attributing undue certainty to management's 
assessment, and the Commission believes that investors would be

[[Page 378]]

aided by a statement indicating management's intention regarding the 
furnishing of updated projections. The Commission also believes that 
investor understanding would be enhanced by disclosure of the 
assumptions which in management's opinion are most significant to the 
projections or are the key factors upon which the financial results of 
the enterprise depend and encourages disclosure of assumptions in a 
manner that will provide a framework for analysis of the projection.
    (ii) Management also should consider whether disclosure of the 
accuracy or inaccuracy of previous projections would provide investors 
with important insights into the limitations of projections. In this 
regard, consideration should be given to presenting the projections in a 
format that will facilitate subsequent analysis of the reasons for 
differences between actual and forecast results. An important benefit 
may arise from the systematic analysis of variances between projected 
and actual results on a continuing basis, since such disclosure may 
highlight for investors the most significant risk and profit-sensitive 
areas in a business operation.
    (iii) With respect to previously issued projections, registrants are 
reminded of their responsibility to make full and prompt disclosure of 
material facts, both favorable and unfavorable, regarding their 
financial condition. This responsibility may extend to situations where 
management knows or has reason to know that its previously disclosed 
projections no longer have a reasonable basis.
    (iv) Since a registrant's ability to make projections with relative 
confidence may vary with all the facts and circumstances, the 
responsibility for determining whether to discontinue or to resume 
making projections is best left to management. However, the Commission 
encourages registrants not to discontinue or to resume projections in 
Commission filings without a reasonable basis.
    (c) Commission policy on security ratings. In view of the importance 
of security ratings (ratings) to investors and the marketplace, the 
Commission permits registrants to disclose, on a voluntary basis, 
ratings assigned by rating organizations to classes of debt securities, 
convertible debt securities and preferred stock in registration 
statements and periodic reports. Set forth herein are the Commission's 
views on important matters to be considered in disclosing security 
ratings.
    (1) Securities Act filings. (i) If a registrant includes in a 
registration statement filed under the Securities Act any rating(s) 
assigned to a class of securities, it should consider including: (A) Any 
other rating intended for public dissemination assigned to such class by 
a nationally recognized statistical rating organization (NRSRO) 
(additional NRSRO rating) that is available on the date of the initial 
filing of the document and that is materially different from any rating 
disclosed; and (B) the name of each rating organization whose rating is 
disclosed; each such rating organization's definition or description of 
the category in which it rated the class of securities; the relative 
rank of each rating within the assigning rating organization's overall 
classification system; and a statement informing investors that a 
security rating is not a recommendation to buy, sell or hold securities, 
that it may be subject to revision or withdrawal at any time by the 
assigning rating organization, and that each rating should be evaluated 
independently of any other rating. The registrant also should include 
the written consent of any rating organization that is not a NRSRO whose 
rating is included. With respect to the written consent of any NRSRO 
whose rating is included, see Rule 436(g) under the Securities Act 
(Sec. 230.436(g) of this chapter).
    (ii) If a change in a rating already included is available 
subsequent to the filing of the registration statement, but prior to its 
effectiveness, the registrant should consider including such rating 
change in the final prospectus. If the rating change is material or if a 
materially different rating from any disclosed becomes available during 
this period, the registrant should consider amending the registration 
statement to include the rating change or additional rating and 
recirculating the preliminary prospectus.
    (iii) If a materially different additional NRSRO rating or a 
material

[[Page 379]]

change in a rating already included becomes available during any period 
in which offers or sales are being made, the registrant should consider 
disclosing such additional rating or rating change by means of post-
effective amendment or sticker to the prospectus pursuant to Rule 424(b) 
under the Securities Act (Sec. 230.424(b) of this chapter), unless, in 
the case of a registration statement on Form S-3 (Sec. 239.13 of this 
chapter), it has been disclosed in a document incorporated by reference 
into the registration statement subsequent to its effectiveness and 
prior to the termination of the offering.
    (2) Exchange Act filings. (i) If a registrant includes in a 
registration statement or periodic report filed under the Exchange Act 
any rating(s) assigned to a class of securities, it should consider 
including the information specified in paragraphs (c)(1)(i)(A) and (B) 
of this section.
    (ii) If there is a material change in the rating(s) assigned by any 
NRSRO(s) to any outstanding class(es) of securities of a registrant 
subject to the reporting requirements of section 13(a) or 15(d) of the 
Exchange Act, the registrant should consider filing a report on Form 8-K 
(Sec. 249.308 of this chapter) or other appropriate report under the 
Exchange Act disclosing such rating change.
    (d) Incorporation by Reference. Where rules, regulations, or 
instructions to forms of the Commission permit incorporation by 
reference, a document may be so incorporated by reference to the 
specific document and to the prior filing or submission in which such 
document was physically filed or submitted. Except where a registrant or 
issuer is expressly required to incorporate a document or documents by 
reference (or for purposes of Item 1100(c) of Regulation AB 
(Sec. 229.1100(c)) with respect to an asset-backed issuer, as that term 
is defined in Item 1101 of Regulation AB (Sec. 229.1101)), reference may 
not be made to any document which incorporates another document by 
reference if the pertinent portion of the document containing the 
information or financial statements to be incorporated by reference 
includes an incorporation by reference to another document. No document 
on file with the Commission for more than five years may be incorporated 
by reference except:
    (1) Documents contained in registration statements, which may be 
incorporated by reference as long as the registrant has a reporting 
requirement with the Commission; or
    (2) Documents that the registrant specifically identifies by 
physical location by SEC file number reference, provided such materials 
have not been disposed of by the Commission pursuant to its Records 
Control Schedule (17 CFR 200.80f).
    (e) Use of non-GAAP financial measures in Commission filings. (1) 
Whenever one or more non-GAAP financial measures are included in a 
filing with the Commission:
    (i) The registrant must include the following in the filing:
    (A) A presentation, with equal or greater prominence, of the most 
directly comparable financial measure or measures calculated and 
presented in accordance with Generally Accepted Accounting Principles 
(GAAP);
    (B) A reconciliation (by schedule or other clearly understandable 
method), which shall be quantitative for historical non-GAAP measures 
presented, and quantitative, to the extent available without 
unreasonable efforts, for forward-looking information, of the 
differences between the non-GAAP financial measure disclosed or released 
with the most directly comparable financial measure or measures 
calculated and presented in accordance with GAAP identified in paragraph 
(e)(1)(i)(A) of this section;
    (C) A statement disclosing the reasons why the registrant's 
management believes that presentation of the non-GAAP financial measure 
provides useful information to investors regarding the registrant's 
financial condition and results of operations; and
    (D) To the extent material, a statement disclosing the additional 
purposes, if any, for which the registrant's management uses the non-
GAAP financial measure that are not disclosed pursuant to paragraph 
(e)(1)(i)(C) of this section; and
    (ii) A registrant must not:

[[Page 380]]

    (A) Exclude charges or liabilities that required, or will require, 
cash settlement, or would have required cash settlement absent an 
ability to settle in another manner, from non-GAAP liquidity measures, 
other than the measures earnings before interest and taxes (EBIT) and 
earnings before interest, taxes, depreciation, and amortization 
(EBITDA);
    (B) Adjust a non-GAAP performance measure to eliminate or smooth 
items identified as non-recurring, infrequent or unusual, when the 
nature of the charge or gain is such that it is reasonably likely to 
recur within two years or there was a similar charge or gain within the 
prior two years;
    (C) Present non-GAAP financial measures on the face of the 
registrant's financial statements prepared in accordance with GAAP or in 
the accompanying notes;
    (D) Present non-GAAP financial measures on the face of any pro forma 
financial information required to be disclosed by Article 11 of 
Regulation S-X (17 CFR 210.11-01 through 210.11-03); or
    (E) Use titles or descriptions of non-GAAP financial measures that 
are the same as, or confusingly similar to, titles or descriptions used 
for GAAP financial measures; and
    (iii) If the filing is not an annual report on Form 10-K or Form 20-
F (17 CFR 249.220f), a registrant need not include the information 
required by paragraphs (e)(1)(i)(C) and (e)(1)(i)(D) of this section if 
that information was included in its most recent annual report on Form 
10-K or Form 20-F or a more recent filing, provided that the required 
information is updated to the extent necessary to meet the requirements 
of paragraphs (e)(1)(i)(C) and (e)(1)(i)(D) of this section at the time 
of the registrant's current filing.
    (2) For purposes of this paragraph (e), a non-GAAP financial measure 
is a numerical measure of a registrant's historical or future financial 
performance, financial position or cash flows that:
    (i) Excludes amounts, or is subject to adjustments that have the 
effect of excluding amounts, that are included in the most directly 
comparable measure calculated and presented in accordance with GAAP in 
the statement of income, balance sheet or statement of cash flows (or 
equivalent statements) of the issuer; or
    (ii) Includes amounts, or is subject to adjustments that have the 
effect of including amounts, that are excluded from the most directly 
comparable measure so calculated and presented.
    (3) For purposes of this paragraph (e), GAAP refers to generally 
accepted accounting principles in the United States, except that:
    (i) In the case of foreign private issuers whose primary financial 
statements are prepared in accordance with non-U.S. generally accepted 
accounting principles, GAAP refers to the principles under which those 
primary financial statements are prepared; and
    (ii) In the case of foreign private issuers that include a non-GAAP 
financial measure derived from or based on a measure calculated in 
accordance with U.S. generally accepted accounting principles, GAAP 
refers to U.S. generally accepted accounting principles for purposes of 
the application of the requirements of this paragraph (e) to the 
disclosure of that measure.
    (4) For purposes of this paragraph (e), non-GAAP financial measures 
exclude:
    (i) Operating and other statistical measures; and
    (ii) Ratios or statistical measures calculated using exclusively one 
or both of:
    (A) Financial measures calculated in accordance with GAAP; and
    (B) Operating measures or other measures that are not non-GAAP 
financial measures.
    (5) For purposes of this paragraph (e), non-GAAP financial measures 
exclude financial measures required to be disclosed by GAAP, Commission 
rules, or a system of regulation of a government or governmental 
authority or self-regulatory organization that is applicable to the 
registrant. However, the financial measure should be presented outside 
of the financial statements unless the financial measure is required or 
expressly permitted by the standard-setter that is responsible for 
establishing the GAAP used in such financial statements.
    (6) The requirements of paragraph (e) of this section shall not 
apply to a non-GAAP financial measure included in

[[Page 381]]

disclosure relating to a proposed business combination, the entity 
resulting therefrom or an entity that is a party thereto, if the 
disclosure is contained in a communication that is subject to 
Sec. 230.425 of this chapter, Sec. 240.14a-12 or Sec. 240.14d-2(b)(2) of 
this chapter or Sec. 229.1015 of this chapter.
    (7) The requirements of paragraph (e) of this section shall not 
apply to investment companies registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8).

    Note to paragraph (e): A non-GAAP financial measure that would 
otherwise be prohibited by paragraph (e)(1)(ii) of this section is 
permitted in a filing of a foreign private issuer if:
    1. The non-GAAP financial measure relates to the GAAP used in the 
registrant's primary financial statements included in its filing with 
the Commission;
    2. The non-GAAP financial measure is required or expressly permitted 
by the standard-setter that is responsible for establishing the GAAP 
used in such financial statements; and
    3. The non-GAAP financial measure is included in the annual report 
prepared by the registrant for use in the jurisdiction in which it is 
domiciled, incorporated or organized or for distribution to its security 
holders.

    (f) Smaller reporting companies. The requirements of this part apply 
to smaller reporting companies. A smaller reporting company may comply 
with either the requirements applicable to smaller reporting companies 
or the requirements applicable to other companies for each item, unless 
the requirements for smaller reporting companies specify that smaller 
reporting companies must comply with the smaller reporting company 
requirements. The following items of this part set forth requirements 
for smaller reporting companies that are different from requirements 
applicable to other companies:

   Index of Scaled Disclosure Available to Smaller Reporting Companies
------------------------------------------------------------------------
 
------------------------------------------------------------------------
Item 101..................................  Description of business.
Item 201..................................  Market price of and
                                             dividends on registrant's
                                             common equity and related
                                             stockholder matters.
Item 301..................................  Selected financial data.
Item 302..................................  Supplementary financial
                                             information.
Item 303..................................  Management's discussion and
                                             analysis of financial
                                             condition and results of
                                             operations.
Item 305..................................  Quantitative and qualitative
                                             disclosures about market
                                             risk.
Item 402..................................  Executive compensation.
Item 404..................................  Transactions with related
                                             persons, promoters and
                                             certain control persons.
Item 407..................................  Corporate governance.
Item 503..................................  Prospectus summary, risk
                                             factors, and ratio of
                                             earnings to fixed charges.
Item 504..................................  Use of proceeds.
Item 601..................................  Exhibits.
------------------------------------------------------------------------

    (1) Definition of smaller reporting company. As used in this part, 
the term smaller reporting company means an issuer that is not an 
investment company, an asset-backed issuer (as defined in 
Sec. 229.1101), or a majority-owned subsidiary of a parent that is not a 
smaller reporting company and that:
    (i) Had a public float of less than $75 million as of the last 
business day of its most recently completed second fiscal quarter, 
computed by multiplying the aggregate worldwide number of shares of its 
voting and non-voting common equity held by non-affiliates by the price 
at which the common equity was last sold, or the average of the bid and 
asked prices of common equity, in the principal market for the common 
equity; or
    (ii) In the case of an initial registration statement under the 
Securities Act or Exchange Act for shares of its common equity, had a 
public float of less than $75 million as of a date within 30 days of the 
date of the filing of the registration statement, computed by 
multiplying the aggregate worldwide number of such shares held by non-
affiliates before the registration plus, in the case of a Securities Act 
registration statement, the number of such shares included in the 
registration statement by the estimated public offering price of the 
shares; or
    (iii) In the case of an issuer whose public float as calculated 
under paragraph (i) or (ii) of this definition was zero, had annual 
revenues of less than $50 million during the most recently completed 
fiscal year for which audited financial statements are available.
    (2) Determination: Whether or not an issuer is a smaller reporting 
company is determined on an annual basis.
    (i) For issuers that are required to file reports under section 
13(a) or 15(d)

[[Page 382]]

of the Exchange Act, the determination is based on whether the issuer 
came within the definition of smaller reporting company, using the 
amounts specified in paragraph (f)(2)(iii) of this Item, as of the last 
business day of the second fiscal quarter of the issuer's previous 
fiscal year. An issuer in this category must reflect this determination 
in the information it provides in its quarterly report on Form 10-Q for 
the first fiscal quarter of the next year, indicating on the cover page 
of that filing, and in subsequent filings for that fiscal year, whether 
or not it is a smaller reporting company, except that, if a 
determination based on public float indicates that the issuer is newly 
eligible to be a smaller reporting company, the issuer may choose to 
reflect this determination beginning with its first quarterly report on 
Form 10-Q following the determination, rather than waiting until the 
first fiscal quarter of the next year.
    (ii) For determinations based on an initial Securities Act or 
Exchange Act registration statement under paragraph (f)(1)(ii) of this 
Item, the issuer must reflect the determination in the information it 
provides in the registration statement and must appropriately indicate 
on the cover page of the filing, and subsequent filings for the fiscal 
year in which the filing is made, whether or not it is a smaller 
reporting company. The issuer must redetermine its status at the end of 
its second fiscal quarter and then reflect any change in status as 
provided in paragraph (f)(2)(i) of this Item. In the case of a 
determination based on an initial Securities Act registration statement, 
an issuer that was not determined to be a smaller reporting company has 
the option to redetermine its status at the conclusion of the offering 
covered by the registration statement based on the actual offering price 
and number of shares sold.
    (iii) Once an issuer fails to qualify for smaller reporting company 
status, it will remain unqualified unless it determines that its public 
float, as calculated in accordance with paragraph (f)(1) of this Item, 
was less than $50 million as of the last business day of its second 
fiscal quarter or, if that calculation results in zero because the 
issuer had no public equity outstanding or no market price for its 
equity existed, if the issuers had annual revenues of less than $40 
million during its previous fiscal year.

[47 FR 11401, Mar. 16, 1982, as amended at 52 FR 21260, June 5, 1987; 58 
FR 14665, Mar. 18, 1993; 58 FR 62029, Nov. 23, 1993; 60 FR 32824, June 
23, 1995; 64 FR 61443, Nov. 10, 1999; 68 FR 4831, Jan. 30, 2003; 70 FR 
1593, Jan. 7, 2005; 73 FR 956, Jan. 4, 2008; 76 FR 46617, Aug. 3, 2011]



                        Subpart 229.100_Business



Sec. 229.101  (Item 101) Description of business.

    (a) General development of business. Describe the general 
development of the business of the registrant, its subsidiaries and any 
predecessor(s) during the past five years, or such shorter period as the 
registrant may have been engaged in business. Information shall be 
disclosed for earlier periods if material to an understanding of the 
general development of the business.
    (1) In describing developments, information shall be given as to 
matters such as the following: the year in which the registrant was 
organized and its form of organization; the nature and results of any 
bankruptcy, receivership or similar proceedings with respect to the 
registrant or any of its significant subsidiaries; the nature and 
results of any other material reclassification, merger or consolidation 
of the registrant or any of its significant subsidiaries; the 
acquisition or disposition of any material amount of assets otherwise 
than in the ordinary course of business; and any material changes in the 
mode of conducting the business.
    (2) Registrants:
    (i) Filing a registration statement on Form S-1 (Sec. 239.11 of this 
chapter) under the Securities Act or on Form 10 (Sec. 249.210 of this 
chapter) under the Exchange Act;
    (ii) Not subject to the reporting requirements of section 13(a) or 
15(d) of the Exchange Act immediately before the filing of such 
registration statement; and
    (iii) That (including predecessors) have not received revenue from 
operations during each of the three fiscal years immediately before the 
filing of

[[Page 383]]

such registration statement, shall provide the following information:
    (A) If the registration statement is filed prior to the end of the 
registrant's second fiscal quarter, a description of the registrant's 
plan of operation for the remainder of the fiscal year; or
    (B) If the registration statement is filed subsequent to the end of 
the registrant's second fiscal quarter, a descripition of the 
registrant's plan of operation for the remainder of the fiscal year and 
for the first six months of the next fiscal year. If such information is 
not available, the reasons for its not being available shall be stated. 
Disclosure relating to any plan shall include such matters as:
    (1) In the case of a registration statement on Form S-1, a statement 
in narrative form indicating the registrant's opinion as to the period 
of time that the proceeds from the offering will satisfy cash 
requirements and whether in the next six months it will be necessary to 
raise additional funds to meet the expenditures required for operating 
the business of the registrant; the specific reasons for such opinion 
shall be set forth and categories of expenditures and sources of cash 
resources shall be identified; however, amounts of expenditures and cash 
resources need not be provided; in addition, if the narrative statement 
is based on a cash budget, such budget shall be furnished to the 
Commission as supplemental information, but not as part of the 
registration statement;
    (2) An explanation of material product research and development to 
be performed during the period covered in the plan;
    (3) Any anticipated material acquisition of plant and equipment and 
the capacity thereof;
    (4) Any anticipated material changes in number of employees in the 
various departments such as research and development, production, sales 
or administration; and
    (5) Other material areas which may be peculiar to the registrant's 
business.
    (b) Financial information about segments. Report for each segment, 
as defined by generally accepted accounting principles, revenues from 
external customers, a measure of profit or loss and total assets. A 
registrant must report this information for each of the last three 
fiscal years or for as long as it has been in business, whichever period 
is shorter. If the information provided in response to this paragraph 
(b) conforms with generally accepted accounting principles, a registrant 
may include in its financial statements a cross reference to this data 
in lieu of presenting duplicative information in the financial 
statements; conversely, a registrant may cross reference to the 
financial statements.
    (1) If a registrant changes the structure of its internal 
organization in a manner that causes the composition of its reportable 
segments to change, the registrant must restate the corresponding 
information for earlier periods, including interim periods, unless it is 
impracticable to do so. Following a change in the composition of its 
reportable segments, a registrant shall disclose whether it has restated 
the corresponding items of segment information for earlier periods. If 
it has not restated the items from earlier periods, the registrant shall 
disclose in the year in which the change occurs segment information for 
the current period under both the old basis and the new basis of 
segmentation, unless it is impracticable to do so.
    (2) If the registrant includes, or is required by Article 3 of 
Regulation S-X (17 CFR 210) to include, interim financial statements, 
discuss any facts relating to the performance of any of the segments 
during the period which, in the opinion of management, indicate that the 
three year segment financial data may not be indicative of current or 
future operations of the segment. Comparative financial information 
shall be included to the extent necessary to the discussion.
    (c) Narrative description of business. (1) Describe the business 
done and intended to be done by the registrant and its subsidiaries, 
focusing upon the registrant's dominant segment or each reportable 
segment about which financial information is presented in the financial 
statements. To the extent material to an understanding of the 
registrant's business taken as a whole, the description of each such 
segment shall include the information specified in paragraphs (c)(1) (i) 
through (x) of this section. The

[[Page 384]]

matters specified in paragraphs (c)(1) (xi) through (xiii) of this 
section shall be discussed with respect to the registrant's business in 
general; where material, the segments to which these matters are 
significant shall be identified.
    (i) The principal products produced and services rendered by the 
registrant in the segment and the principal markets for, and methods of 
distribution of, the segment's principal products and services. In 
addition, state for each of the last three fiscal years the amount or 
percentage of total revenue contributed by any class of similar products 
or services which accounted for 10 percent or more of consolidated 
revenue in any of the last three fiscal years or 15 percent or more of 
consolidated revenue, if total revenue did not exceed $50,000,000 during 
any of such fiscal years.
    (ii) A description of the status of a product or segment (e.g. 
whether in the planning stage, whether prototypes exist, the degree to 
which product design has progressed or whether further engineering is 
necessary), if there has been a public announcement of, or if the 
registrant otherwise has made public information about, a new product or 
segment that would require the investment of a material amount of the 
assets of the registrant or that otherwise is material. This paragraph 
is not intended to require disclosure of otherwise nonpublic corporate 
information the disclosure of which would affect adversely the 
registrant's competitive position.
    (iii) The sources and availability of raw materials.
    (iv) The importance to the segment and the duration and effect of 
all patents, trademarks, licenses, franchises and concessions held.
    (v) The extent to which the business of the segment is or may be 
seasonal.
    (vi) The practices of the registrant and the industry (respective 
industries) relating to working capital items (e.g., where the 
registrant is required to carry significant amounts of inventory to meet 
rapid delivery requirements of customers or to assure itself of a 
continuous allotment of goods from suppliers; where the registrant 
provides rights to return merchandise; or where the registrant has 
provided extended payment terms to customers).
    (vii) The dependence of the segment upon a single customer, or a few 
customers, the loss of any one or more of which would have a material 
adverse effect on the segment. The name of any customer and its 
relationship, if any, with the registrant or its subsidiaries shall be 
disclosed if sales to the customer by one or more segments are made in 
an aggregate amount equal to 10 percent or more of the registrant's 
consolidated revenues and the loss of such customer would have a 
material adverse effect on the registrant and its subsidiaries taken as 
a whole. The names of other customers may be included, unless in the 
particular case the effect of including the names would be misleading. 
For purposes of this paragraph, a group of customers under common 
control or customers that are affiliates of each other shall be regarded 
as a single customer.
    (viii) The dollar amount of backlog orders believed to be firm, as 
of a recent date and as of a comparable date in the preceding fiscal 
year, together with an indication of the portion thereof not reasonably 
expected to be filled within the current fiscal year, and seasonal or 
other material aspects of the backlog. (There may be included as firm 
orders government orders that are firm but not yet funded and contracts 
awarded but not yet signed, provided an appropriate statement is added 
to explain the nature of such orders and the amount thereof. The portion 
of orders already included in sales or operating revenues on the basis 
of percentage of completion or program accounting shall be excluded.)
    (ix) A description of any material portion of the business that may 
be subject to renegotiation of profits or termination of contracts or 
subcontracts at the election of the Government.
    (x) Competitive conditions in the business involved including, where 
material, the identity of the particular markets in which the registrant 
competes, an estimate of the number of competitors and the registrant's 
competitive position, if known or reasonably available to the 
registrant. Separate consideration shall be given to the

[[Page 385]]

principal products or services or classes of products or services of the 
segment, if any. Generally, the names of competitors need not be 
disclosed. The registrant may include such names, unless in the 
particular case the effect of including the names would be misleading. 
Where, however, the registrant knows or has reason to know that one or a 
small number of competitors is dominant in the industry it shall be 
identified. The principal methods of competition (e.g., price, service, 
warranty or product performance) shall be identified, and positive and 
negative factors pertaining to the competitive position of the 
registrant, to the extent that they exist, shall be explained if known 
or reasonably available to the registrant.
    (xi) If material, the estimated amount spent during each of the last 
three fiscal years on company-sponsored research and development 
activities determined in accordance with generally accepted accounting 
principles. In addition, state, if material, the estimated dollar amount 
spent during each of such years on customer-sponsored research 
activities relating to the development of new products, services or 
techniques or the improvement of existing products, services or 
techniques.
    (xii) Appropriate disclosure also shall be made as to the material 
effects that compliance with Federal, State and local provisions which 
have been enacted or adopted regulating the discharge of materials into 
the environment, or otherwise relating to the protection of the 
environment, may have upon the capital expenditures, earnings and 
competitive position of the registrant and its subsidiaries. The 
registrant shall disclose any material estimated capital expenditures 
for environmental control facilities for the remainder of its current 
fiscal year and its succeeding fiscal year and for such further periods 
as the registrant may deem materials.
    (xiii) The number of persons employed by the registrant.
    (d) Financial information about geographic areas. (1) State for each 
of the registrant's last three fiscal years, or for each fiscal year the 
registrant has been engaged in business, whichever period is shorter:
    (i) Revenues from external customers attributed to:
    (A) The registrant's country of domicile;
    (B) All foreign countries, in total, from which the registrant 
derives revenues; and
    (C) Any individual foreign country, if material. Disclose the basis 
for attributing revenues from external customers to individual 
countries.
    (ii) Long-lived assets, other than financial instruments, long-term 
customer relationships of a financial institution, mortgage and other 
servicing rights, deferred policy acquisition costs, and deferred tax 
assets, located in:
    (A) The registrant's country of domicile;
    (B) All foreign countries, in total, in which the registrant holds 
assets; and
    (C) Any individual foreign country, if material.
    (2) A registrant shall report the amounts based on the financial 
information that it uses to produce the general-purpose financial 
statements. If providing the geographic information is impracticable, 
the registrant shall disclose that fact. A registrant may wish to 
provide, in addition to the information required by paragraph (d)(1) of 
this section, subtotals of geographic information about groups of 
countries. To the extent that the disclosed information conforms with 
generally accepted accounting principles, the registrant may include in 
its financial statements a cross reference to this data in lieu of 
presenting duplicative data in its financial statements; conversely, a 
registrant may cross-reference to the financial statements.
    (3) A registrant shall describe any risks attendant to the foreign 
operations and any dependence on one or more of the registrant's 
segments upon such foreign operations, unless it would be more 
appropriate to discuss this information in connection with the 
description of one or more of the registrant's segments under paragraph 
(c) of this item.
    (4) If the registrant includes, or is required by Article 3 of 
Regulation S-X

[[Page 386]]

(17 CFR 210), to include, interim financial statements, discuss any 
facts relating to the information furnished under this paragraph (d) 
that, in the opinion of management, indicate that the three year 
financial data for geographic areas may not be indicative of current or 
future operations. To the extent necessary to the discussion, include 
comparative information.
    (e) Available information. Disclose the information in paragraphs 
(e)(1), (e)(2) and (e)(3) of this section in any registration statement 
you file under the Securities Act (15 U.S.C. 77a et seq.), and disclose 
the information in paragraphs (e)(3) and (e)(4) of this section if you 
are an accelerated filer or a large accelerated filer (as defined in 
Sec. 240.12b-2 of this chapter) filing an annual report on Form 10-K 
(Sec. 249.310 of this chapter):
    (1) Whether you file reports with the Securities and Exchange 
Commission. If you are a reporting company, identify the reports and 
other information you file with the SEC.
    (2) That the public may read and copy any materials you file with 
the SEC at the SEC's Public Reference Room at 100 F Street, NE., 
Washington, DC 20549. State that the public may obtain information on 
the operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. If you are an electronic filer, state that the SEC maintains 
an Internet site that contains reports, proxy and information 
statements, and other information regarding issuers that file 
electronically with the SEC and state the address of that site (http://
www.sec.gov).
    (3) You are encouraged to give your Internet address, if available, 
except that if you are an accelerated filer or a large accelerated filer 
filing your annual report on Form 10-K, you must disclose your Internet 
address, if you have one.
    (4)(i) Whether you make available free of charge on or through your 
Internet website, if you have one, your annual report on Form 10-K, 
quarterly reports on Form 10-Q (Sec. 249.308a of this chapter), current 
reports on Form 8-K (Sec. 249.308 of this chapter), and amendments to 
those reports filed or furnished pursuant to Section 13(a) or 15(d) of 
the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) as soon as reasonably 
practicable after you electronically file such material with, or furnish 
it to, the SEC;
    (ii) If you do not make your filings available in this manner, the 
reasons you do not do so (including, where applicable, that you do not 
have an Internet website); and
    (iii) If you do not make your filings available in this manner, 
whether you voluntarily will provide electronic or paper copies of your 
filings free of charge upon request.
    (f) Reports to security holders. Disclose the following information 
in any registration statement you file under the Securities Act:
    (1) If the SEC's proxy rules or regulations, or stock exchange 
requirements, do not require you to send an annual report to security 
holders or to holders of American depository receipts, describe briefly 
the nature and frequency of reports that you will give to security 
holders. Specify whether the reports that you give will contain 
financial information that has been examined and reported on, with an 
opinion expressed ``by'' an independent public or certified public 
accountant.
    (2) For a foreign private issuer, if the report will not contain 
financial information prepared in accordance with U.S. generally 
accepted accounting principles, you must state whether the report will 
include a reconciliation of this information with U.S. generally 
accepted accounting principles.
    (g) Enforceability of civil liabilities against foreign persons. 
Disclose the following if you are a foreign private issuer filing a 
registration statement under the Securities Act:
    (1) Whether or not investors may bring actions under the civil 
liability provisions of the U.S. Federal securities laws against the 
foreign private issuer, any of its officers and directors who are 
residents of a foreign country, any underwriters or experts named in the 
registration statement that are residents of a foreign country, and 
whether investors may enforce these civil liability provisions when the 
assets of the issuer or these other persons are located outside of the 
United States. The disclosure must address the following matters:

[[Page 387]]

    (i) The investor's ability to effect service of process within the 
United States on the foreign private issuer or any person;
    (ii) The investor's ability to enforce judgments obtained in U.S. 
courts against foreign persons based upon the civil liability provisions 
of the U.S. Federal securities laws;
    (iii) The investor's ability to enforce, in an appropriate foreign 
court, judgments of U.S. courts based upon the civil liability 
provisions of the U.S. Federal securities laws; and
    (iv) The investor's ability to bring an original action in an 
appropriate foreign court to enforce liabilities against the foreign 
private issuer or any person based upon the U.S. Federal securities 
laws.
    (2) If you provide this disclosure based on an opinion of counsel, 
name counsel in the prospectus and file as an exhibit to the 
registration statement a signed consent of counsel to the use of its 
name and opinion.
    (h) Smaller reporting companies. A smaller reporting company, as 
defined by Sec. 229.10(f)(1), may satisfy its obligations under this 
Item by describing the development of its business during the last three 
years. If the smaller reporting company has not been in business for 
three years, give the same information for predecessor(s) of the smaller 
reporting company if there are any. This business development 
description should include:
    (1) Form and year of organization;
    (2) Any bankruptcy, receivership or similar proceeding; and
    (3) Any material reclassification, merger, consolidation, or 
purchase or sale of a significant amount of assets not in the ordinary 
course of business.
    (4) Business of the smaller reporting company. Briefly describe the 
business and include, to the extent material to an understanding of the 
smaller reporting company:
    (i) Principal products or services and their markets;
    (ii) Distribution methods of the products or services;
    (iii) Status of any publicly announced new product or service;
    (iv) Competitive business conditions and the smaller reporting 
company's competitive position in the industry and methods of 
competition;
    (v) Sources and availability of raw materials and the names of 
principal suppliers;
    (vi) Dependence on one or a few major customers;
    (vii) Patents, trademarks, licenses, franchises, concessions, 
royalty agreements or labor contracts, including duration;
    (viii) Need for any government approval of principal products or 
services. If government approval is necessary and the smaller reporting 
company has not yet received that approval, discuss the status of the 
approval within the government approval process;
    (ix) Effect of existing or probable governmental regulations on the 
business;
    (x) Estimate of the amount spent during each of the last two fiscal 
years on research and development activities, and if applicable, the 
extent to which the cost of such activities is borne directly by 
customers;
    (xi) Costs and effects of compliance with environmental laws 
(federal, state and local); and
    (xii) Number of total employees and number of full-time employees.
    (5) Reports to security holders. Disclose the following in any 
registration statement you file under the Securities Act of 1933:
    (i) If you are not required to deliver an annual report to security 
holders, whether you will voluntarily send an annual report and whether 
the report will include audited financial statements;
    (ii) Whether you file reports with the Securities and Exchange 
Commission. If you are a reporting company, identify the reports and 
other information you file with the Commission; and
    (iii) That the public may read and copy any materials you file with 
the Commission at the SEC's Public Reference Room at 100 F Street, NE., 
Washington, DC 20549, on official business days during the hours of 10 
a.m. to 3 p.m. State that the public may obtain information on the 
operation of the Public Reference Room by calling the Commission at 1-
800-SEC-0330. State that the Commission maintains an Internet site that 
contains reports,

[[Page 388]]

proxy and information statements, and other information regarding 
issuers that file electronically with the Commission and state the 
address of that site (http://www.sec.gov). You are encouraged to give 
your Internet address, if available.
    (6) Foreign issuers. Provide the information required by Item 101(g) 
of Regulation S-K (Sec. 229.101(g)).

Instructions to Item 101: 1. In determining what information about the 
segments is material to an understanding of the registrant's business 
taken as a whole and therefore required to be disclosed, pursuant to 
paragraph (c) of this Item, the registrant should take into account both 
quantitative and qualitative factors such as the significance of the 
matter to the registrant (e.g., whether a matter with a relatively minor 
impact on the registrant's business is represented by management to be 
important to its future profitability), the pervasiveness of the matter 
(e.g., whether it affects or may affect numerous items in the segment 
information), and the impact of the matter (e.g., whether it distorts 
the trends reflected in the segment information). Situations may arise 
when information should be disclosed about a segment, although the 
information in quantitative terms may not appear significant to the 
registrant's business taken as a whole.
    2. Base the determination of whether information about segments is 
required for a particular year upon an evaluation of interperiod 
comparability. For instance, interperiod comparability would require a 
registrant to report segment information in the current period even if 
not material under the criteria for reportability of FASB ASC Topic 280, 
Segment Reporting, if a segment has been significant in the immediately 
preceding period and the registrant expects it to be significant in the 
future.
    3. The Commission, upon written request of the registrant and where 
consistent with the protection of investors, may permit the omission of 
any of the information required by this Item or the furnishing in 
substitution thereof of appropriate information of comparable character.

[47 FR 11401, Mar. 16, 1982, as amended at 63 FR 6381, Feb. 6, 1998; 64 
FR 1734, Jan. 12, 1999; 67 FR 58504, Sept. 16, 2002; 70 FR 76641, Dec. 
27, 2005; 73 FR 957, Jan. 4, 2008; 76 FR 50120, Aug. 12, 2011]



Sec. 229.102  (Item 102) Description of property.

    State briefly the location and general character of the principal 
plants, mines and other materially important physical properties of the 
registrant and its subsidiaries. In addition, identify the segment(s), 
as reported in the financial statements, that use the properties 
described. If any such property is not held in fee or is held subject to 
any major encumbrance, so state and describe briefly how held.

Instructions to Item 102: 1. What is required is such information as 
reasonably will inform investors as to the suitability, adequacy, 
productive capacity and extent of utilization of the facilities by the 
registrant. Detailed descriptions of the physical characteristics of 
individual properties or legal descriptions by metes and bounds are not 
required and shall not be given.
    2. In determining whether properties should be described, the 
registrant should take into account both quantitative and qualitative 
factors. See Instruction 1 to Item 101 of Regulation S-K (Sec. 229.101).
    3. In the case of an extractive enterprise, not involved in oil and 
gas producing activities, material information shall be given as to 
production, reserves, locations, development, and the nature of the 
registrant's interest. If individual properties are of major 
significance to an industry segment:
    A. More detailed information concerning these matters shall be 
furnished; and
    B. Appropriate maps shall be used to disclose location data of 
significant properties except in cases for which numerous maps would be 
required.
    4. A registrant engaged in oil and gas producing activities shall 
provide the information required by Subpart 1200 of Regulation S-K.
    5. In the case of extractive reserves other than oil and gas 
reserves, estimates other than proven or probable reserves (and any 
estimated values of such reserves) shall not be disclosed in any 
document publicly filed with the Commission, unless such information is 
required to be disclosed in the document by foreign or state law; 
provided, however, that where such estimates previously have been 
provided to a person (or any of its affiliates) that is offering to 
acquire, merge, or consolidate with the registrant, or otherwise to 
acquire the registrant's securities, such estimates may be included in 
documents relating to such acquisition.
    6. The definitions in Sec. 210.4-10(a) of Regulation S-X [17 CFR 
210] shall apply to this Item with respect to oil and gas operations.
    7. The attention of issuers engaged in significant mining operations 
is directed to the information called for in Guide 7 (Sec. 229.801(g) 
and Sec. 229.802(g)).
    8. The attention of certain issuers engaged in oil and gas producing 
activities is directed to the information called for in Securities

[[Page 389]]

Act Industry Guide 4 (referred to in Sec. 229.801(d)).
    9. The attention of issuers engaged in real estate activities is 
directed to the information called for in Guide 5 (Sec. 229.801(e) of 
this chapter).

[47 FR 11401, Mar. 16, 1982, as amended at 64 FR 1735, Jan. 12, 1999; 73 
FR 957, Jan. 4, 2008; 74 FR 2193, Jan. 14, 2009]



Sec. 229.103  (Item 103) Legal proceedings.

    Describe briefly any material pending legal proceedings, other than 
ordinary routine litigation incidental to the business, to which the 
registrant or any of its subsidiaries is a party or of which any of 
their property is the subject. Include the name of the court or agency 
in which the proceedings are pending, the date instituted, the principal 
parties thereto, a description of the factual basis alleged to underlie 
the proceeding and the relief sought. Include similar information as to 
any such proceedings known to be contemplated by governmental 
authorities.

Instructions to Item 103: 1. If the business ordinarily results in 
actions for negligence or other claims, no such action or claim need be 
described unless it departs from the normal kind of such actions.
    2. No information need be given with respect to any proceeding that 
involves primarily a claim for damages if the amount involved, exclusive 
of interest and costs, does not exceed 10 percent of the current assets 
of the registrant and its subsidiaries on a consolidated basis. However, 
if any proceeding presents in large degree the same legal and factual 
issues as other proceedings pending or known to be contemplated, the 
amount involved in such other proceedings shall be included in computing 
such percentage.
    3. Notwithstanding Instructions 1 and 2, any material bankruptcy, 
receivership, or similar proceeding with respect to the registrant or 
any of its significant subsidiaries shall be described.
    4. Any material proceedings to which any director, officer or 
affiliate of the registrant, any owner of record or beneficially of more 
than five percent of any class of voting securities of the registrant, 
or any associate of any such director, officer, affiliate of the 
registrant, or security holder is a party adverse to the registrant or 
any of its subsidiaries or has a material interest adverse to the 
registrant or any of its subsidiaries also shall be described.
    5. Notwithstanding the foregoing, an administrative or judicial 
proceeding (including, for purposes of A and B of this Instruction, 
proceedings which present in large degree the same issues) arising under 
any Federal, State or local provisions that have been enacted or adopted 
regulating the discharge of materials into the environment or primary 
for the purpose of protecting the environment shall not be deemed 
``ordinary routine litigation incidental to the business'' and shall be 
described if:
    A. Such proceeding is material to the business or financial 
condition of the registrant;
    B. Such proceeding involves primarily a claim for damages, or 
involves potential monetary sanctions, capital expenditures, deferred 
charges or charges to income and the amount involved, exclusive of 
interest and costs, exceeds 10 percent of the current assets of the 
registrant and its subsidiaries on a consolidated basis; or
    C. A governmental authority is a party to such proceeding and such 
proceeding involves potential monetary sanctions, unless the registrant 
reasonably believes that such proceeding will result in no monetary 
sanctions, or in monetary sanctions, exclusive of interest and costs, of 
less than $100,000; provided, however, that such proceedings which are 
similar in nature may be grouped and described generically.



Sec. 229.104  (Item 104) Mine safety disclosure.

    (a) A registrant that is the operator, or that has a subsidiary that 
is an operator, of a coal or other mine shall provide the information 
specified below for the time period covered by the report:
    (1) For each coal or other mine of which the registrant or a 
subsidiary of the registrant is an operator, identify the mine and 
disclose:
    (i) The total number of violations of mandatory health or safety 
standards that could significantly and substantially contribute to the 
cause and effect of a coal or other mine safety or health hazard under 
section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 
814) for which the operator received a citation from the Mine Safety and 
Health Administration.
    (ii) The total number of orders issued under section 104(b) of such 
Act (30 U.S.C. 814(b)).
    (iii) The total number of citations and orders for unwarrantable 
failure of the mine operator to comply with mandatory health or safety 
standards under section 104(d) of such Act (30 U.S.C. 814(d)).

[[Page 390]]

    (iv) The total number of flagrant violations under section 110(b)(2) 
of such Act (30 U.S.C. 820(b)(2)).
    (v) The total number of imminent danger orders issued under section 
107(a) of such Act (30 U.S.C. 817(a)).
    (vi) The total dollar value of proposed assessments from the Mine 
Safety and Health Administration under such Act (30 U.S.C. 801 et seq.).
    Instruction to Item 104(a)(1)(vi): Registrants must provide the 
total dollar value of assessments proposed by MSHA relating to any type 
of violation during the period covered by the report, regardless of 
whether the registrant has challenged or appealed the assessment.
    (vii) The total number of mining-related fatalities.
    Instruction to Item 104(a)(1)(vii): Registrants must report all 
fatalities occurring at a coal or other mine during the period covered 
by the report unless the fatality has been determined by MSHA to be 
unrelated to mining activity.
    (2) A list of coal or other mines, of which the registrant or a 
subsidiary of the registrant is an operator, that receive written notice 
from the Mine Safety and Health Administration of:
    (i) A pattern of violations of mandatory health or safety standards 
that are of such nature as could have significantly and substantially 
contributed to the cause and effect of coal or other mine health or 
safety hazards under section 104(e) of such Act (30 U.S.C. 814(e)); or
    (ii) The potential to have such a pattern.
    (3) Any pending legal action before the Federal Mine Safety and 
Health Review Commission involving such coal or other mine.
    Instruction to Item 104(a)(3): The registrant must report the total 
number of legal actions that were pending before the Federal Mine Safety 
and Health Review Commission as of the last day of the time period 
covered by the report, as well as the aggregate number of legal actions 
instituted and the aggregate number of legal actions resolved during the 
reporting period. With respect to the total number of legal actions that 
were pending before the Federal Mine Safety and Health Review Commission 
as of the last day of the time period covered by the report, the 
registrant must also report the number of such legal actions that are:
    1. Contests of citations and orders referenced in Subpart B of 29 
CFR part 2700;
    2. Contests of proposed penalties referenced in Subpart C of 29 CFR 
part 2700;
    3. Complaints for compensation referenced in Subpart D of 29 CFR 
part 2700;
    4. Complaints of discharge, discrimination or interference 
referenced in Subpart E of 29 CFR part 2700;
    5. Applications for temporary relief referenced in Subpart F of 29 
CFR part 2700; and
    6. Appeals of judges' decisions or orders to the Federal Mine Safety 
and Health Review Commission referenced in Subpart H of 29 CFR part 
2700.
    (b) Definitions. For purposes of this Item:
    (1) The term coal or other mine means a coal or other mine, as 
defined in section 3 of the Federal Mine Safety and Health Act of 1977 
(30 U.S.C. 802), that is subject to the provisions of such Act (30 
U.S.C. 801 et seq.).
    (2) The term operator has the meaning given the term in section 3 of 
the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802).
    (3) The term subsidiary has the meaning given the term in Exchange 
Act Rule 12b-2 (17 CFR 240.12b-2).

    Instructions to Item 104: 1. The registrant must provide the 
information required by this Item as specified by Sec. 229.601(b)(95) of 
this chapter. In addition, the registrant must provide a statement, in 
an appropriately captioned section of the periodic report, that the 
information concerning mine safety violations or other regulatory 
matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act and this Item is included in exhibit 95 to 
the periodic report.
    2. When the disclosure required by this item is included in an 
exhibit to an annual report on Form 10-K, the information is to be 
provided for the registrant's fiscal year.

[76 FR 81782, Dec. 28, 2011]

[[Page 391]]



              Subpart 229.200_Securities of the Registrant



Sec. 229.201  (Item 201) Market price of and dividends on the 
registrant's common equity and related stockholder matters.

    (a) Market information. (1)(i) Identify the principal United States 
market or markets in which each class of the registrant's common equity 
is being traded. Where there is no established public trading market for 
a class of common equity, furnish a statement to that effect. For 
purposes of this Item the existence of limited or sporadic quotations 
should not of itself be deemed to constitute an ``established public 
trading market.'' In the case of foreign registrants, also identify the 
principal established foreign public trading market, if any, for each 
class of the registrant's common equity.
    (ii) If the principal United States market for such common equity is 
an exchange, state the high and low sales prices for the equity for each 
full quarterly period within the two most recent fiscal years and any 
subsequent interim period for which financial statements are included, 
or are required to be included by Article 3-01 through 3-04 of 
Regulation S-X (Sec. 210.3-01 through 3-04 of this chapter), or Article 
8-02 through 8-03 of Regulation S-X (Sec. 210.8-02 through 8-03 of this 
chapter) in the case of smaller reporting companies, as reported in the 
consolidated transaction reporting system or, if not so reported, as 
reported on the principal exchange market for such equity.
    (iii) If the principal United States market for such common equity 
is not an exchange, state the range of high and low bid information for 
the equity for each full quarterly period within the two most recent 
fiscal years and any subsequent interim period for which financial 
statements are included, or are required to be included by Article 3 of 
Regulation S-X, as regularly quoted in the automated quotation system of 
a registered securities association, or where the equity is not quoted 
in such a system, the range of reported high and low bid quotations, 
indicating the source of such quotations. Indicate, as applicable, that 
such over-the-counter market quotations reflect inter-dealer prices, 
without retail mark-up, mark-down or commission and may not necessarily 
represent actual transactions. Where there is an absence of an 
established public trading market, reference to quotations shall be 
qualified by appropriate explanation.
    (iv) Where a foreign registrant has identified a principal 
established foreign trading market for its common equity pursuant to 
paragraph (a)(1) of this Item, also provide market price information 
comparable, to the extent practicable, to that required for the 
principal United States market, including the source of such 
information. Such prices shall be stated in the currency in which they 
are quoted. The registrant may translate such prices into United States 
currency at the currency exchange rate in effect on the date the price 
disclosed was reported on the foreign exchange. If the primary United 
States market for the registrant's common equity trades using American 
Depositary Receipts, the United States prices disclosed shall be on that 
basis.
    (v) If the information called for by this Item is being presented in 
a registration statement filed pursuant to the Securities Act or a proxy 
or information statement filed pursuant to the Exchange Act, the 
document also shall include price information as of the latest 
practicable date, and, in the case of securities to be issued in 
connection with an acquisition, business combination or other 
reorganization, as of the date immediately prior to the public 
announcement of such transaction.
    (2) If the information called for by this paragraph (a) is being 
presented in a registration statement on Form S-1 (Sec. 239.11 of this 
chapter) under the Securities Act or on Form 10 (Sec. 249.210 of this 
chapter) under the Exchange Act relating to a class of common equity for 
which at the time of filing there is no established United States public 
trading market, indicate the amount(s) of common equity:
    (i) That is subject to outstanding options or warrants to purchase, 
or securities convertible into, common equity of the registrant;

[[Page 392]]

    (ii) That could be sold pursuant to Sec. 230.144 of this chapter or 
that the registrant has agreed to register under the Securities Act for 
sale by security holders; or
    (iii) That is being, or has been publicly proposed to be, publicly 
offered by the registrant (unless such common equity is being offered 
pursuant to an employee benefit plan or dividend reinvestment plan), the 
offering of which could have a material effect on the market price of 
the registrant's common equity.
    (b) Holders. (1) Set forth the approximate number of holders of each 
class of common equity of the registrant as of the latest practicable 
date.
    (2) If the information called for by this paragraph (b) is being 
presented in a registration statement filed pursuant to the Securities 
Act or a proxy statement or information statement filed pursuant to the 
Exchange Act that relates to an acquisition, business combination or 
other reorganization, indicate the effect of such transaction on the 
amount and percentage of present holdings of the registrant's common 
equity owned beneficially by (i) any person (including any group as that 
term is used in section 13(d)(3) of the Exchange Act) who is known to 
the registrant to be the beneficial owner of more than five percent of 
any class of the registrant's common equity and (ii) each director and 
nominee and (iii) all directors and officers as a group, and the 
registrant's present commitments to such persons with respect to the 
issuance of shares of any class of its common equity.
    (c) Dividends. (1) State the frequency and amount of any cash 
dividends declared on each class of its common equity by the registrant 
for the two most recent fiscal years and any subsequent interim period 
for which financial statements are required to be presented by 
Sec. 210.3 of Regulation S-X. Where there are restrictions (including, 
where appropriate, restrictions on the ability of registrant's 
subsidiaries to transfer funds to the registrant in the form of cash 
dividends, loans or advances) that currently materially limit the 
registrant's ability to pay such dividends or that the registrant 
reasonably believes are likely to limit materially the future payment of 
dividends on the common equity so state and either (i) describe briefly 
(where appropriate quantify) such restrictions, or (ii) cross reference 
to the specific discussion of such restrictions in the Management's 
Discussion and Analysis of financial condition and operating results 
prescribed by Item 303 of Regulation S-K (Sec. 229.303) and the 
description of such restrictions required by Regulation S-X in the 
registrant's financial statements.
    (2) Where registrants have a record of paying no cash dividends 
although earnings indicate an ability to do so, they are encouraged to 
consider the question of their intention to pay cash dividends in the 
foreseeable future and, if no such intention exists, to make a statement 
of that fact in the filing. Registrants which have a history of paying 
cash dividends also are encouraged to indicate whether they currently 
expect that comparable cash dividends will continue to be paid in the 
future and, if not, the nature of the change in the amount or rate of 
cash dividend payments.
    (d) Securities authorized for issuance under equity compensation 
plans. (1) In the following tabular format, provide the information 
specified in paragraph (d)(2) of this Item as of the end of the most 
recently completed fiscal year with respect to compensation plans 
(including individual compensation arrangements) under which equity 
securities of the registrant are authorized for issuance, aggregated as 
follows:
    (i) All compensation plans previously approved by security holders; 
and
    (ii) All compensation plans not previously approved by security 
holders.

[[Page 393]]



                                      Equity Compensation Plan Information
----------------------------------------------------------------------------------------------------------------
                                                                                           Number of securities
                                                                                         remaining available for
                                       Number of securities to      Weighted-average      future issuance under
            Plan category              be issued upon exercise     exercise price of       equity compensation
                                       of outstanding options,    outstanding options,       plans (excluding
                                         warrants and rights      warrants and rights    securities reflected in
                                                                                               column (a))
----------------------------------------------------------------------------------------------------------------
                                       (a)....................  (b)....................  (c)
----------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
 security holders
Equity compensation plans not
 approved by security holders
    Total............................
----------------------------------------------------------------------------------------------------------------

    (2) The table shall include the following information as of the end 
of the most recently completed fiscal year for each category of equity 
compensation plan described in paragraph (d)(1) of this Item:
    (i) The number of securities to be issued upon the exercise of 
outstanding options, warrants and rights (column (a));
    (ii) The weighted-average exercise price of the outstanding options, 
warrants and rights disclosed pursuant to paragraph (d)(2)(i) of this 
Item (column (b)); and
    (iii) Other than securities to be issued upon the exercise of the 
outstanding options, warrants and rights disclosed in paragraph 
(d)(2)(i) of this Item, the number of securities remaining available for 
future issuance under the plan (column (c)).
    (3) For each compensation plan under which equity securities of the 
registrant are authorized for issuance that was adopted without the 
approval of security holders, describe briefly, in narrative form, the 
material features of the plan.

Instructions to paragraph (d). 1. Disclosure shall be provided with 
respect to any compensation plan and individual compensation arrangement 
of the registrant (or parent, subsidiary or affiliate of the registrant) 
under which equity securities of the registrant are authorized for 
issuance to employees or non-employees (such as directors, consultants, 
advisors, vendors, customers, suppliers or lenders) in exchange for 
consideration in the form of goods or services as described in FASB ASC 
Topic 718, Compensation--Stock Compensation, and FASB ASC Subtopic 505-
50, Equity--Equity-Based Payments to Non-Employees''. No disclosure is 
required with respect to
    a. Any plan, contract or arrangement for the issuance of warrants or 
rights to all security holders of the registrant as such on a pro rata 
basis (such as a stock rights offering) or
    b. Any employee benefit plan that is intended to meet the 
qualification requirements of Section 401(a) of the Internal Revenue 
Code (26 U.S.C. 401(a)).
    2. For purposes of this paragraph, an ``individual compensation 
arrangement'' includes, but is not limited to, the following: a written 
compensation contract within the meaning of ``employee benefit plan'' 
under Sec. 230.405 of this chapter and a plan (whether or not set forth 
in any formal document) applicable to one person as provided under Item 
402(a)(6)(ii) of Regulation S-K (Sec. 229.402(a)(6)(ii)).
    3. If more than one class of equity security is issued under its 
equity compensation plans, a registrant should aggregate plan 
information for each class of security.
    4. A registrant may aggregate information regarding individual 
compensation arrangements with the plan information required under 
paragraph (d)(1)(i) and (ii) of this Item, as applicable.
    5. A registrant may aggregate information regarding a compensation 
plan assumed in connection with a merger, consolidation or other 
acquisition transaction pursuant to which the registrant may make 
subsequent grants or awards of its equity securities with the plan 
information required under paragraph (d)(1)(i) and (ii) of this Item, as 
applicable. A registrant shall disclose on an aggregated basis in a 
footnote to the table the information required under paragraph (d)(2)(i) 
and (ii) of this Item with respect to any individual options, warrants 
or rights assumed in connection with a merger, consolidation or other 
acquisition transaction.
    6. To the extent that the number of securities remaining available 
for future issuance disclosed in column (c) includes securities 
available for future issuance under any compensation plan or individual 
compensation arrangement other than upon the exercise of an option, 
warrant or right, disclose the

[[Page 394]]

number of securities and type of plan separately for each such plan in a 
footnote to the table.
    7. If the description of an equity compensation plan set forth in a 
registrant's financial statements contains the disclosure required by 
paragraph (d)(3) of this Item, a cross-reference to such description 
will satisfy the requirements of paragraph (d)(3) of this Item.
    8. If an equity compensation plan contains a formula for calculating 
the number of securities available for issuance under the plan, 
including, without limitation, a formula that automatically increases 
the number of securities available for issuance by a percentage of the 
number of outstanding securities of the registrant, a description of 
this formula shall be disclosed in a footnote to the table.
    9. Except where it is part of a document that is incorporated by 
reference into a prospectus, the information required by this paragraph 
need not be provided in any registration statement filed under the 
Securities Act.

    (e) Performance graph. (1) Provide a line graph comparing the yearly 
percentage change in the registrant's cumulative total shareholder 
return on a class of common stock registered under section 12 of the 
Exchange Act (as measured by dividing the sum of the cumulative amount 
of dividends for the measurement period, assuming dividend reinvestment, 
and the difference between the registrant's share price at the end and 
the beginning of the measurement period; by the share price at the 
beginning of the measurement period) with:
    (i) The cumulative total return of a broad equity market index 
assuming reinvestment of dividends, that includes companies whose equity 
securities are traded on the same exchange or are of comparable market 
capitalization; provided, however, that if the registrant is a company 
within the Standard & Poor's 500 Stock Index, the registrant must use 
that index; and
    (ii) The cumulative total return, assuming reinvestment of 
dividends, of:
    (A) A published industry or line-of-business index;
    (B) Peer issuer(s) selected in good faith. If the registrant does 
not select its peer issuer(s) on an industry or line-of-business basis, 
the registrant shall disclose the basis for its selection; or
    (C) Issuer(s) with similar market capitalization(s), but only if the 
registrant does not use a published industry or line-of-business index 
and does not believe it can reasonably identify a peer group. If the 
registrant uses this alternative, the graph shall be accompanied by a 
statement of the reasons for this selection.
    (2) For purposes of paragraph (e)(1) of this Item, the term 
``measurement period'' shall be the period beginning at the 
``measurement point'' established by the market close on the last 
trading day before the beginning of the registrant's fifth preceding 
fiscal year, through and including the end of the registrant's last 
completed fiscal year. If the class of securities has been registered 
under section 12 of the Exchange Act (15 U.S.C. 78l) for a shorter 
period of time, the period covered by the comparison may correspond to 
that time period.
    (3) For purposes of paragraph (e)(1)(ii)(A) of this Item, the term 
``published industry or line-of-business index'' means any index that is 
prepared by a party other than the registrant or an affiliate and is 
accessible to the registrant's security holders; provided, however, that 
registrants may use an index prepared by the registrant or affiliate if 
such index is widely recognized and used.
    (4) If the registrant selects a different index from an index used 
for the immediately preceding fiscal year, explain the reason(s) for 
this change and also compare the registrant's total return with that of 
both the newly selected index and the index used in the immediately 
preceding fiscal year.

Instructions to Item 201(e): 1. In preparing the required graphic 
comparisons, the registrant should:
    a. Use, to the extent feasible, comparable methods of presentation 
and assumptions for the total return calculations required by paragraph 
(e)(1) of this Item; provided, however, that if the registrant 
constructs its own peer group index under paragraph (e)(1)(ii)(B), the 
same methodology must be used in calculating both the registrant's total 
return and that on the peer group index; and
    b. Assume the reinvestment of dividends into additional shares of 
the same class of equity securities at the frequency with which 
dividends are paid on such securities during the applicable fiscal year.
    2. In constructing the graph:

[[Page 395]]

    a. The closing price at the measurement point must be converted into 
a fixed investment, stated in dollars, in the registrant's stock (or in 
the stocks represented by a given index) with cumulative returns for 
each subsequent fiscal year measured as a change from that investment; 
and
    b. Each fiscal year should be plotted with points showing the 
cumulative total return as of that point. The value of the investment as 
of each point plotted on a given return line is the number of shares 
held at that point multiplied by the then-prevailing share price.
    3. The registrant is required to present information for the 
registrant's last five fiscal years, and may choose to graph a longer 
period; but the measurement point, however, shall remain the same.
    4. Registrants may include comparisons using performance measures in 
addition to total return, such as return on average common shareholders' 
equity.
    5. If the registrant uses a peer issuer(s) comparison or comparison 
with issuer(s) with similar market capitalizations, the identity of 
those issuers must be disclosed and the returns of each component issuer 
of the group must be weighted according to the respective issuer's stock 
market capitalization at the beginning of each period for which a return 
is indicated.
    6. Smaller reporting companies. A registrant that qualifies as a 
smaller reporting company, as defined by Sec. 229.10(f)(1), is not 
required to provide the information required by paragraph (e) of this 
Item.
    7. The information required by paragraph (e) of this Item need not 
be provided in any filings other than an annual report to security 
holders required by Exchange Act Rule 14a-3 (17 CFR 240.14a-3) or 
Exchange Act Rule 14c-3 (17 CFR 240.14c-3) that precedes or accompanies 
a registrant's proxy or information statement relating to an annual 
meeting of security holders at which directors are to be elected (or 
special meeting or written consents in lieu of such meeting). Such 
information will not be deemed to be incorporated by reference into any 
filing under the Securities Act or the Exchange Act, except to the 
extent that the registrant specifically incorporates it by reference.
    8. The information required by paragraph (e) of this Item shall not 
be deemed to be ``soliciting material'' or to be ``filed'' with the 
Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-1-
240.14a-104 or 240.14c-1-240.14c-101), other than as provided in this 
item, or to the liabilities of section 18 of the Exchange Act (15 U.S.C. 
78r), except to the extent that the registrant specifically requests 
that such information be treated as soliciting material or specifically 
incorporates it by reference into a filing under the Securities Act or 
the Exchange Act.

Instructions to Item 201: 1. Registrants, the common equity of which is 
listed for trading on more than one securities exchange registered under 
the Exchange Act, are required to indicate each such exchange pursuant 
to paragraph (a)(1)(i) of this Item; such registrants, however, need 
only report one set of price quotations pursuant to paragraph (a)(1)(ii) 
of this Item; where available, these shall be the prices as reported in 
the consolidated transaction reporting system and, where the prices are 
not so reported, the prices on the most significant (in terms of volume) 
securities exchange for such shares.
    2. Market prices and dividends reported pursuant to this Item shall 
be adjusted to give retroactive effect to material changes resulting 
from stock dividends, stock splits and reverse stock splits.
    3. The computation of the approximate number of holders of 
registrant's common equity may be based upon the number of record 
holders or also may include individual participants in security position 
listings. See Rule 17Ad-8 under the Exchange Act. The method of 
computation that is chosen shall be indicated.
    4. If the registrant is a foreign issuer, describe briefly:
    A. Any governmental laws, decrees or regulations in the country in 
which the registrant is organized that restrict the export or import of 
capital, including, but not limited to, foreign exchange controls, or 
that affect the remittance of dividends or other payments to nonresident 
holders of the registrant's common equity; and
    B. All taxes, including withholding provisions, to which United 
States common equity holders are subject under existing laws and 
regulations of the foreign country in which the registrant is organized. 
Include a brief description of pertinent provisions of any reciprocal 
tax treaty between such foreign country and the United States regarding 
withholding. If there is no such treaty, so state.
    5. If the registrant is a foreign private issuer whose common equity 
of the class being registered is wholly or partially in bearer form, the 
response to this Item shall so indicate together with as much 
information as the registrant is able to provide with respect to 
security holdings in the United States. If the securities being 
registered trade in the United States in the form of American Depositary 
Receipts or similar certificates, the response to this Item shall so 
indicate together with the name of the depositary issuing such receipts 
and the number of shares or other units of the underlying

[[Page 396]]

security representing the trading units in such receipts.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 25127, June 10, 1982; 
47 FR 54768, Dec. 6, 1982; 67 FR 246, Jan. 2, 2002; 71 FR 53240, Sept. 
8, 2006; 73 FR 957, Jan. 4, 2008; 76 FR 50120, Aug. 12, 2011]



Sec. 229.202  (Item 202) Description of registrant's securities.

    Note: If the securities being described have been accepted for 
listing on an exchange, the exchange may be identified. The document 
should not however, convey the impression that the registrant may apply 
successfully for listing of the securities on an exchange or that, in 
the case of an underwritten offering, the underwriters may request the 
registrant to apply for such listing, unless there is reasonable 
assurance that the securities to be offered will be acceptable to a 
securities exchange for listing.

    (a) Capital stock. If capital stock is to be registered, state the 
title of the class and describe such of the matters listed in paragraphs 
(a) (1) through (5) as are relevant. A complete legal description of the 
securities need not be given.
    (1) Outline briefly: (i) dividend rights; (ii) terms of conversion; 
(iii) sinking fund provisions; (iv) redemption provisions; (v) voting 
rights, including any provisions specifying the vote required by 
security holders to take action; (vi) any classification of the Board of 
Directors, and the impact of such classification where cumulative voting 
is permitted or required; (vii) liquidation rights; (viii) preemption 
rights; and (ix) liability to further calls or to assessment by the 
registrant and for liabilities of the registrant imposed on its 
stockholders under state statutes (e.g., to laborers, servants or 
employees of the registrant), unless such disclosure would be immaterial 
because the financial resources of the registrant or other factors make 
it improbable that liability under such state statutes would be imposed; 
(x) any restriction on alienability of the securities to be registered; 
and (xi) any provision discriminating against any existing or 
prospective holder of such securities as a result of such security 
holder owning a substantial amount of securities.
    (2) If the rights of holders of such stock may be modified otherwise 
than by a vote of a majority or more of the shares outstanding, voting 
as a class, so state and explain briefly.
    (3) If preferred stock is to be registered, describe briefly any 
restriction on the repurchase or redemption of shares by the registrant 
while there is any arrearage in the payment of dividends or sinking fund 
installments. If there is no such restriction, so state.
    (4) If the rights evidenced by, or amounts payable with respect to, 
the shares to be registered are, or may be, materially limited or 
qualified by the rights of any other authorized class of securities, 
include the information regarding such other securities as will enable 
investors to understand such limitations or qualifications. No 
information need be given, however, as to any class of securities all of 
which will be retired, provided appropriate steps to ensure such 
retirement will be completed prior to or upon delivery by the registrant 
of the shares.
    (5) Describe briefly or cross-reference to a description in another 
part of the document, any provision of the registrant's charter or by-
laws that would have an effect of delaying, deferring or preventing a 
change in control of the registrant and that would operate only with 
respect to an extraordinary corporate transaction involving the 
registrant (or any of its subsidiaries), such as a merger, 
reorganization, tender offer, sale or transfer of substantially all of 
its assets, or liquidation. Provisions and arrangements required by law 
or imposed by governmental or judicial authority need not be described 
or discussed pursuant to this paragraph (a)(5). Provisions or 
arrangements adopted by the registrant to effect, or further, compliance 
with laws or governmental or judicial mandate are not subject to the 
immediately preceding sentence where such compliance did not require the 
specific provisions or arrangements adopted.
    (b) Debt securities. If debt securities are to be registered, state 
the title of such securities, the principal amount being offered, and, 
if a series, the total amount authorized and the total amount 
outstanding as of the most recent practicable date; and describe such of 
the matter listed in paragraphs (b) (1) through (10) as are relevant. A

[[Page 397]]

complete legal description of the securities need not be given. For 
purposes solely of this Item, debt securities that differ from one 
another only as to the interest rate or maturity shall be regarded as 
securities of the same class. Outline briefly:
    (1) Provisions with respect to maturity, interest, conversion, 
redemption, amortization, sinking fund, or retirement;
    (2) Provisions with respect to the kind and priority of any lien 
securing the securities, together with a brief identification of the 
principal properties subject to such lien;
    (3) Provisions with respect to the subordination of the rights of 
holders of the securities to other security holders or creditors of the 
registrant; where debt securities are designated as subordinated in 
accordance with Instruction 1 to this Item, set forth the aggregate 
amount of outstanding indebtedness as of the most recent practicable 
date that by the terms of such debt securities would be senior to such 
subordinated debt and describe briefly any limitation on the issuance of 
such additional senior indebtedness or state that there is no such 
limitation;
    (4) Provisions restricting the declaration of dividends or requiring 
the maintenance of any asset ratio or the creation or maintenance of 
reserves;
    (5) Provisions restricting the incurrence of additional debt or the 
issuance of additional securities; in the case of secured debt, whether 
the securities being registered are to be issued on the basis of 
unbonded bondable property, the deposit of cash or otherwise; as of the 
most recent practicable date, the approximate amount of unbonded 
bondable property available as a basis for the issuance of bonds; 
provisions permitting the withdrawal of cash deposited as a basis for 
the issuance of bonds; and provisions permitting the release or 
substitution of assets securing the issue; Provided, however, That 
provisions permitting the release of assets upon the deposit of 
equivalent funds or the pledge of equivalent property, the release of 
property no longer required in the business, obsolete property, or 
property taken by eminent domain or the application of insurance moneys, 
and other similar provisions need not be described;
    (6) The general type of event that constitutes a default and whether 
or not any periodic evidence is required to be furnished as to the 
absence of default or as to compliance with the terms of the indenture;
    (7) Provisions relating to modification of the terms of the security 
or the rights of security holders;
    (8) If the rights evidenced by the securities to be registered are, 
or may be, materially limited or qualified by the rights of any other 
authorized class of securities, the information regarding such other 
securities as will enable investors to understand the rights evidenced 
by the securities; to the extent not otherwise disclosed pursuant to 
this Item; no information need be given, however, as to any class of 
securities all of which will be retired, provided appropriate steps to 
ensure such retirement will be completed prior to or upon delivery by 
the registrant of the securities;
    (9) If debt securities are to be offered at a price such that they 
will be deemed to be offered at an ``original issue discount'' as 
defined in paragraph (a) of section 1273 of the Internal Revenue Code 
(26 U.S.C. 1273), or if a debt security is sold in a package with 
another security and the allocation of the offering price between the 
two securities may have the effect of offering the debt security at such 
an original issue discount, the tax effects thereof pursuant to sections 
1271-1278;
    (10) The name of the trustee(s) and the nature of any material 
relationship with the registrant or with any of its affiliates; the 
percentage of securities of the class necessary to require the trustee 
to take action; and what indemnification the trustee may require before 
proceeding to enforce the lien.
    (c) Warrants and rights. If the securities described are to be 
offered pursuant to warrants or rights state:
    (1) The amount of securities called for by such warrants or rights;
    (2) The period during which and the price at which the warrants or 
rights are exercisable;
    (3) The amount of warrants or rights outstanding;

[[Page 398]]

    (4) Provisions for changes to or adjustments in the exercise price; 
and
    (5) Any other material terms of such rights on warrants.
    (d) Other securities. If securities other than capital stock, debt, 
warrants or rights are to be registered, include a brief description 
(comparable to that required in paragraphs (a), (b) and (c) of Item 202) 
of the rights evidenced thereby.
    (e) Market information for securities other than common equity. If 
securities other than common equity are to be registered and there is an 
established public trading market for such securities (as that term is 
used in Item 201 of Regulation S-K (Sec. 229.201 of this chapter)) 
provide market information with respect to such securities comparable to 
that required by paragraph (a) of Item 201 of Regulation S-K 
(Sec. 229.201).
    (f) American Depositary Receipts. If Depositary Shares represented 
by American Depositary Receipts are being registered, furnish the 
following information:
    (1) The name of the depositary and the address of its principal 
executive office.
    (2) State the title of the American Depositary Receipts and identify 
the deposited security. Describe briefly the terms of deposit, including 
the provisions, if any, with respect to:
    (i) The amount of deposited securities represented by one unit of 
American Depositary Receipts;
    (ii) The procedure for voting, if any, the deposited securities;
    (iii) The collection and distribution of dividends;
    (iv) The transmission of notices, reports and proxy soliciting 
material;
    (v) The sale or exercise of rights;
    (vi) The deposit or sale of securities resulting from dividends, 
splits or plans of reorganization;
    (vii) Amendment, extension or termination of the deposit;
    (viii) Rights of holders of receipts to inspect the transfer books 
of the depositary and the list of holders of receipts;
    (ix) Restrictions upon the right to deposit or withdraw the 
underlying securities;
    (x) Limitation upon the liability of the depositary.
    (3) Describe all fees and charges which may be imposed directly or 
indirectly against the holder of the American Depositary Receipts, 
indicating the type of service, the amount of fee or charges and to whom 
paid.

Instructions to Item 202: 1. Wherever the title of securities is 
required to be stated, there shall be given such information as will 
indicate the type and general character of the securities, including the 
following:
    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 preference, if any; and if convertible or 
redeemable, a statement to that effect;
    B. In the case of debt, the rate of interest; the date of maturity 
or, if the issue matures serially, a brief indication of the serial 
maturities, such as ``maturing serially from 1955 to 1960''; if the 
payment of principal or interest is contingent, an appropriate 
indication of such contingency; a brief indication of the priority of 
the issue; and, if convertible or callable, a statement to that effect; 
or
    C. In the case of any other kind of security, appropriate 
information of comparable character.
    2. If the registrant is a foreign registrant, include (to the extent 
not disclosed in the document pursuant to Item 201 of Regulation S-K 
(Sec. 229.201) or otherwise) in the description of the securities:
    A. A brief description of any limitations on the right of 
nonresident or foreign owners to hold or vote such securities imposed by 
foreign law or by the charter or other constituent document of the 
registrant, or if no such limitations are applicable, so state;
    B. A brief description of any governmental laws, decrees or 
regulations in the country in which the registrant is organized 
affecting the remittance of dividends, interest and other payments to 
nonresident holders of the securities being registered;
    C. A brief outline of all taxes, including withholding provisions, 
to which United States security holders are subject under existing laws 
and regulations of the foreign country in which the registrant is 
organized; and
    D. A brief description of pertinent provisions of any reciprocal tax 
treaty between such foreign country and the United States regarding 
withholding or, if there is no such treaty, so state.
    3. Section 305(a)(2) of the Trust Indenture Act of 1939, 15 U.S.C. 
77aaa et seq., as amended (``Trust Indenture Act''), shall not be deemed 
to require the inclusion in a registration statement or in a prospectus 
of any information not required by this Item.

[[Page 399]]

    4. Where convertible securities or stock purchase warrants are being 
registered that are subject to redemption or call, the description of 
the conversion terms of the securities or material terms of the warrants 
shall disclose:
    A. Whether the right to convert or purchase the securities will be 
forfeited unless it is exercised before the date specified in a notice 
of the redemption or call;
    B. The expiration or termination date of the warrants;
    C. The kinds, frequency and timing of notice of the redemption or 
call, including the cities or newspapers in which notice will be 
published (where the securities provide for a class of newspapers or 
group of cities in which the publication may be made at the discretion 
of the registrant, the registrant should describe such provision); and
    D. In the case of bearer securities, that investors are responsible 
for making arrangements to prevent loss of the right to convert or 
purchase in the event of redemption of call, for example, by reading the 
newspapers in which the notice of redemption or call may be published.
    5. The response to paragraph (f) shall include information with 
respect to fees and charges in connection with (A) the deposit or 
substitution of the underlying securities; (B) receipt and distribution 
of dividends; (C) the sale or exercise of rights; (D) the withdrawal of 
the underlying security; and (E) the transferring, splitting or grouping 
of receipts. Information with respect to the right to collect the fees 
and charges against dividends received and deposited securities shall be 
included in response to this item.
    6. For asset-backed securities, see also Item 1113 of Regulation AB 
(Sec. 229.1113).

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 54768, Dec. 6, 1982; 51 
FR 42056, Nov. 20, 1986; 70 FR 1593, Jan. 7, 2005]



                  Subpart 229.300_Financial Information



Sec. 229.301  (Item 301) Selected financial data.

    Furnish in comparative columnar form the selected financial data for 
the registrant referred to below, for
    (a) Each of the last five fiscal years of the registrant (or for the 
life of the registrant and its predecessors, if less), and
    (b) Any additional fiscal years necessary to keep the information 
from being misleading.
    (c) Smaller reporting companies. A registrant that qualifies as a 
smaller reporting company, as defined by Sec. 229.10(f)(1), is not 
required to provide the information required by this Item.
    (d) Emerging growth company. An emerging growth company, as defined 
in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this chapter) 
or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of 
this chapter), that is providing the information called for by this Item 
in:
    (1) A Securities Act registration statement, need not present 
selected financial data for any period prior to the earliest audited 
financial statements presented in connection with the registrant's 
initial public offering of its common equity securities; or
    (2) A registration statement, periodic report, or other report filed 
under the Exchange Act, need not present selected financial data for any 
period prior to the earliest audited financial statements presented in 
connection with its first registration statement that became effective 
under the Exchange Act or the Securities Act.

Instructions to Item 301: 1. The purpose of the selected financial data 
shall be to supply in a convenient and readable format selected 
financial data which highlight certain significant trends in the 
registrant's financial condition and results of operations.
    2. Subject to appropriate variation to conform to the nature of the 
registrant's business, the following items shall be included in the 
table of financial data: net sales or operating revenues; income (loss) 
from continuing operations; income (loss) from continuing operations per 
common share; total assets; long-term obligations and redeemable 
preferred stock (including long-term debt, capital leases, and 
redeemable preferred stock as defined in Sec. 210.5-02.27(a) of 
Regulation S-X [17 CFR 210]; and cash dividends declared per common 
share. Registrants may include additional items which they believe would 
enhance an understanding of and would highlight other trends in their 
financial condition and results of operations.

Briefly describe, or cross-reference to a discussion thereof, factors 
such as accounting changes, business combinations or dispositions of 
business operations, that materially affect the comparability of the 
information reflected in selected financial data. Discussion of, or 
reference to, any material uncertainties should also be included where 
such matters might cause the data reflected herein not to be indicative 
of the registrant's future financial condition or results of operations.


[[Page 400]]


    3. All references to the registrant in the table of selected 
financial data and in this Item shall mean the registrant and its 
subsidiaries consolidated.
    4. If interim period financial statements are included, or are 
required to be included, by Article 3 of Regulation S-X, registrants 
should consider whether any or all of the selected financial data need 
to be updated for such interim periods to reflect a material change in 
the trends indicated; where such updating information is necessary, 
registrants shall provide the information on a comparative basis unless 
not necessary to an understanding of such updating information.
    5. A foreign private issuer shall disclose also the following 
information in all filings containing financial statements:
    A. In the forepart of the document and as of the latest practicable 
date, the exchange rate into U.S. currency of the foreign currency in 
which the financial statements are denominated;
    B. A history of exchange rates for the five most recent years and 
any subsequent interim period for which financial statements are 
presented setting forth the rates for period end, the average rates, and 
the range of high and low rates for each year; and
    C. If equity securities are being registered, a five year summary of 
dividends per share stated in both the currency in which the financial 
statements are denominated and United States currency based on the 
exchange rates at each respective payment date.
    6. A foreign private issuer shall present the selected financial 
data in the same currency as its financial statements. The issuer may 
present the selected financial data on the basis of the accounting 
principles used in its primary financial statements but in such case 
shall present this data also on the basis of any reconciliations of such 
data to United States generally accepted accounting principles and 
Regulation S-X made pursuant to Rule 4-01 of Regulation S-X (Sec. 210.4-
01 of this chapter).
    7. For purposes of this rule, the rate of exchange means the noon 
buying rate in New York City for cable transfers in foreign currencies 
as certified for customs purposes by the Federal Reserve Bank of New 
York. The average rate means the average of the exchange rates on the 
last day of each month during a year.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 54768, Dec. 6, 1982; 52 
FR 30919, Aug. 18, 1987; 73 FR 958, Jan. 4, 2008; 74 FR 18617, Apr. 23, 
2009; 82 FR 17552, Apr. 12, 2017]



Sec. 229.302  (Item 302) Supplementary financial information.

    (a) Selected quarterly financial data. Registrants specified in 
paragraph (a)(5) of this Item shall provide the information specified 
below.
    (1) Disclosure shall be made of net sales, gross profit (net sales 
less costs and expenses associated directly with or allocated to 
products sold or services rendered), income (loss) before extraordinary 
items and cumulative effect of a change in accounting, per share data 
based upon such income (loss), net income (loss) and net income (loss) 
attributable to the registrant, for each full quarter within the two 
most recent fiscal years and any subsequent interim period for which 
financial statements are included or are required to be included by 
Article 3 of Regulation S-X (part 210 of this chapter).
    (2) When the data supplied pursuant to paragraph (a) of this section 
vary from the amounts previously reported on the Form 10-Q 
(Sec. 249.308a of this chapter) filed for any quarter, such as would be 
the case when a combination between entities under common control occurs 
or where an error is corrected, reconcile the amounts given with those 
previously reported and describe the reason for the difference.
    (3) Describe the effect of any disposals of segments of a business, 
and extraordinary, unusual or infrequently occurring items recognized in 
each full quarter within the two most recent fiscal years and any 
subsequent interim period for which financial statements are included or 
are required to be included by Article 3 of Regulation S-X, as well as 
the aggregate effect and the nature of year-end or other adjustments 
which are material to the results of that quarter.
    (4) If the financial statements to which this information relates 
have been reported on by an accountant, appropriate professional 
standards and procedures, as enumerated in the Statements of Auditing 
Standards issued by the Auditing Standards Board of the American 
Institute of Certified Public Accountants, shall be followed by the 
reporting accountant with regard to the data required by this paragraph 
(a).
    (5) This paragraph (a) applies to any registrant, except a foreign 
private issuer, that has securities registered pursuant to sections 
12(b) (15 U.S.C.

[[Page 401]]

Sec. 78l(b)) (other than mutual life insurance companies) or 12(g) of 
the Exchange Act (15 U.S.C. Sec. 78l(g)).
    (b) Information about oil and gas producing activities. Registrants 
engaged in oil and gas producing activities shall present the 
information about oil and gas producing activities (as those activities 
are defined in Regulation S-X, Sec. 210.4-10(a)) specified in FASB ASC 
Topic 932, Extractive Activities--Oil and Gas, if such oil and gas 
producing activities are regarded as significant under one or more of 
the tests set forth in FASB ASC Subtopic 932-235, Extractive 
Activities--Oil and Gas--Notes to Financial Statements, for `Significant 
Activities.'

Instructions to paragraph (b): 1. (a) FASB ASC Subtopic 932-235 
disclosures that relate to annual periods shall be presented for each 
annual period for which an income statement is required. (b) FASB ASC 
Subtopic 932-235 disclosures required as of the end of an annual period 
shall be presented as of the date of each audited balance sheet 
required, and (c) FASB ASC Subtopic 932-235 disclosures required as of 
the beginning of an annual period shall be presented as of the beginning 
of each annual period for which an income statement is required.
    2. This paragraph, together with Sec. 210.4-10 of Regulation S-X, 
prescribes financial reporting standards for the preparation of accounts 
by persons engaged, in whole or in part, in the production of crude oil 
or natural gas in the United States, pursuant to Section 503 of the 
Energy Policy and Conservation Act of 1975 (42 U.S.C. 8383) (``EPCA'') 
and Section 11(c) of the Energy Supply and Environmental Coordination 
Act of 1974 (15 U.S.C. 796) (``ESECA'') as amended by Section 506 of 
EPCA. The application of the paragraph to those oil and gas producing 
operations of companies regulated for ratemaking purposes on an 
individual-company-cost-of-service basis may, however, give appropriate 
recognition to differences arising because of the effect of the 
ratemaking process.
    3. Any person exempted by the Department of Energy from any record-
keeping or reporting requirements pursuant to Section 11(c) of ESECA, as 
amended, is similarly exempted from the related provisions of this 
paragraph in the preparation of accounts pursuant to EPCA. This 
exemption does not affect the applicability of this paragraph to filings 
pursuant to the federal securities laws.

    (c) Smaller reporting companies. A registrant that qualifies as a 
smaller reporting company, as defined by Sec. 229.10(f)(1), is not 
required to provide the information required by this Item.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 57914, Dec. 29, 1982; 
52 FR 30919, Aug. 18, 1987; 56 FR 30053, July 1, 1991; 64 FR 73402, Dec. 
30, 1999; 73 FR 958, Jan. 4, 2008; 74 FR 18617, Apr. 23, 2009; 76 FR 
50120, Aug. 12, 2011]



Sec. 229.303  (Item 303) Management's discussion and analysis of
financial condition and results of operations.

    (a) Full fiscal years. Discuss registrant's financial condition, 
changes in financial condition and results of operations. The discussion 
shall provide information as specified in paragraphs (a)(1) through (5) 
of this Item and also shall provide such other information that the 
registrant believes to be necessary to an understanding of its financial 
condition, changes in financial condition and results of operations. 
Discussions of liquidity and capital resources may be combined whenever 
the two topics are interrelated. Where in the registrant's judgment a 
discussion of segment information or of other subdivisions of the 
registrant's business would be appropriate to an understanding of such 
business, the discussion shall focus on each relevant, reportable 
segment or other subdivision of the business and on the registrant as a 
whole.
    (1) Liquidity. Identify any known trends or any known demands, 
commitments, events or uncertainties that will result in or that are 
reasonably likely to result in the registrant's liquidity increasing or 
decreasing in any material way. If a material deficiency is identified, 
indicate the course of action that the registrant has taken or proposes 
to take to remedy the deficiency. Also identify and separately describe 
internal and external sources of liquidity, and briefly discuss any 
material unused sources of liquid assets.
    (2) Capital resources. (i) Describe the registrant's material 
commitments for capital expenditures as of the end of the latest fiscal 
period, and indicate the general purpose of such commitments and the 
anticipated source of funds needed to fulfill such commitments.
    (ii) Describe any known material trends, favorable or unfavorable, 
in the registrant's capital resources. Indicate

[[Page 402]]

any expected material changes in the mix and relative cost of such 
resources. The discussion shall consider changes between equity, debt 
and any off-balance sheet financing arrangements.
    (3) Results of operations. (i) Describe any unusual or infrequent 
events or transactions or any significant economic changes that 
materially affected the amount of reported income from continuing 
operations and, in each case, indicate the extent to which income was so 
affected. In addition, describe any other significant components of 
revenues or expenses that, in the registrant's judgment, should be 
described in order to understand the registrant's results of operations.
    (ii) Describe any known trends or uncertainties that have had or 
that the registrant reasonably expects will have a material favorable or 
unfavorable impact on net sales or revenues or income from continuing 
operations. If the registrant knows of events that will cause a material 
change in the relationship between costs and revenues (such as known 
future increases in costs of labor or materials or price increases or 
inventory adjustments), the change in the relationship shall be 
disclosed.
    (iii) To the extent that the financial statements disclose material 
increases in net sales or revenues, provide a narrative discussion of 
the extent to which such increases are attributable to increases in 
prices or to increases in the volume or amount of goods or services 
being sold or to the introduction of new products or services.
    (iv) For the three most recent fiscal years of the registrant or for 
those fiscal years in which the registrant has been engaged in business, 
whichever period is shortest, discuss the impact of inflation and 
changing prices on the registrant's net sales and revenues and on income 
from continuing operations.
    (4) Off-balance sheet arrangements. (i) In a separately-captioned 
section, discuss the registrant's off-balance sheet arrangements that 
have or are reasonably likely to have a current or future effect on the 
registrant's financial condition, changes in financial condition, 
revenues or expenses, results of operations, liquidity, capital 
expenditures or capital resources that is material to investors. The 
disclosure shall include the items specified in paragraphs (a)(4)(i)(A), 
(B), (C) and (D) of this Item to the extent necessary to an 
understanding of such arrangements and effect and shall also include 
such other information that the registrant believes is necessary for 
such an understanding.
    (A) The nature and business purpose to the registrant of such off-
balance sheet arrangements;
    (B) The importance to the registrant of such off-balance sheet 
arrangements in respect of its liquidity, capital resources, market risk 
support, credit risk support or other benefits;
    (C) The amounts of revenues, expenses and cash flows of the 
registrant arising from such arrangements; the nature and amounts of any 
interests retained, securities issued and other indebtedness incurred by 
the registrant in connection with such arrangements; and the nature and 
amounts of any other obligations or liabilities (including contingent 
obligations or liabilities) of the registrant arising from such 
arrangements that are or are reasonably likely to become material and 
the triggering events or circumstances that could cause them to arise; 
and
    (D) Any known event, demand, commitment, trend or uncertainty that 
will result in or is reasonably likely to result in the termination, or 
material reduction in availability to the registrant, of its off-balance 
sheet arrangements that provide material benefits to it, and the course 
of action that the registrant has taken or proposes to take in response 
to any such circumstances.
    (ii) As used in this paragraph (a)(4), the term off-balance sheet 
arrangement means any transaction, agreement or other contractual 
arrangement to which an entity unconsolidated with the registrant is a 
party, under which the registrant has:
    (A) Any obligation under a guarantee contract that has any of the 
characteristics identified in FASB ASC paragraph 460-10-15-4 (Guarantees 
Topic), as may be modified or supplemented, and that is not excluded 
from the initial recognition and measurement provisions of FASB ASC 
paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1.

[[Page 403]]

    (B) A retained or contingent interest in assets transferred to an 
unconsolidated entity or similar arrangement that serves as credit, 
liquidity or market risk support to such entity for such assets;
    (C) Any obligation, including a contingent obligation, under a 
contract that would be accounted for as a derivative instrument, except 
that it is both indexed to the registrant's own stock and classified in 
stockholders' equity in the registrant's statement of financial 
position, and therefore excluded from the scope of FASB ASC Topic 815, 
Derivatives and Hedging, pursuant to FASB ASC subparagraph 815-10-15-
74(a), as may be modified or supplemented; or
    (D) Any obligation, including a contingent obligation, arising out 
of a variable interest (as defined in the FASB ASC Master Glossary), as 
may be modified or supplemented) in an unconsolidated entity that is 
held by, and material to, the registrant, where such entity provides 
financing, liquidity, market risk or credit risk support to, or engages 
in leasing, hedging or research and development services with, the 
registrant.
    (5) Tabular disclosure of contractual obligations. (i) In a tabular 
format, provide the information specified in this paragraph (a)(5) as of 
the latest fiscal year end balance sheet date with respect to the 
registrant's known contractual obligations specified in the table that 
follows this paragraph (a)(5)(i). The registrant shall provide amounts, 
aggregated by type of contractual obligation. The registrant may 
disaggregate the specified categories of contractual obligations using 
other categories suitable to its business, but the presentation must 
include all of the obligations of the registrant that fall within the 
specified categories. A presentation covering at least the periods 
specified shall be included. The tabular presentation may be accompanied 
by footnotes to describe provisions that create, increase or accelerate 
obligations, or other pertinent data to the extent necessary for an 
understanding of the timing and amount of the registrant's specified 
contractual obligations.

----------------------------------------------------------------------------------------------------------------
                                                         Payments due by period
                                                ---------------------------------------              More than 5
            Contractual obligations                           Less than 1                3-5 years      years
                                                    Total         year      1-3 years
----------------------------------------------------------------------------------------------------------------
[Long-Term Debt Obligations]...................
[Capital Lease Obligations]....................
[Operating Lease Obligations]..................
[Purchase Obligations].........................
[Other Long-Term Liabilities Reflected on the
 Registrant's Balance Sheet under GAAP]........
                                                ----------------------------------------------------------------
      Total....................................
----------------------------------------------------------------------------------------------------------------

    (ii) Definitions: The following definitions apply to this paragraph 
(a)(5):
    (A) Long-term debt obligation means a payment obligation under long-
term borrowings referenced in FASB ASC paragraph 470-10-50-1 (Debt 
Topic), as may be modified or supplemented.
    (B) Capital lease obligation means a payment obligation under a 
lease classified as a capital lease pursuant to FASB ASC Topic 840, 
Leases''., as may be modified or supplemented.
    (C) Operating lease obligation means a payment obligation under a 
lease classified as an operating lease and disclosed pursuant to FASB 
ASC Topic 840, as may be modified or supplemented.
    (D) Purchase obligation means an agreement to purchase goods or 
services that is enforceable and legally binding on the registrant that 
specifies all significant terms, including: fixed or minimum quantities 
to be purchased; fixed, minimum or variable price provisions; and the 
approximate timing of the transaction.

Instructions to paragraph 303(a): 1. The registrant's discussion and 
analysis shall be of the financial statements and other statistical data 
that the registrant believes will

[[Page 404]]

enhance a reader's understanding of its financial condition, changes in 
financial condition and results of operations. Generally, the discussion 
shall cover the three-year period covered by the financial statements 
and shall use year-to-year comparisons or any other formats that in the 
registrant's judgment enhance a reader's understanding. However, where 
trend information is relevant, reference to the five-year selected 
financial data appearing pursuant to Item 301 of Regulation S-K 
(Sec. 229.301) may be necessary. A smaller reporting company's 
discussion shall cover the two-year period required in Article 8 of 
Regulation S-X and shall use year-to-year comparisons or any other 
formats that in the registrant's judgment enhance a reader's 
understanding. An emerging growth company, as defined in Rule 405 of the 
Securities Act (Sec. 230.405 of this chapter) or Rule 12b-2 of the 
Exchange Act (Sec. 240.12b-2 of this chapter), may provide the 
discussion required in paragraph (a) of this Item for its two most 
recent fiscal years if, pursuant to Section 7(a) of the Securities Act 
of 1933 (15 U.S.C 77g(a)), it provides audited financial statements for 
two years in a Securities Act registration statement for the initial 
public offering of the emerging growth company's common equity 
securities.
    2. The purpose of the discussion and analysis shall be to provide to 
investors and other users information relevant to an assessment of the 
financial condition and results of operations of the registrant as 
determined by evaluating the amounts and certainty of cash flows from 
operations and from outside sources.
    3. The discussion and analysis shall focus specifically on material 
events and uncertainties known to management that would cause reported 
financial information not to be necessarily indicative of future 
operating results or of future financial condition. This would include 
descriptions and amounts of (A) matters that would have an impact on 
future operations and have not had an impact in the past, and (B) 
matters that have had an impact on reported operations and are not 
expected to have an impact upon future operations.
    4. Where the consolidated financial statements reveal material 
changes from year to year in one or more line items, the causes for the 
changes shall be described to the extent necesary to an understanding of 
the registrant's businesses as a whole; Provided, however, That if the 
causes for a change in one line item also relate to other line items, no 
repetition is required and a line-by-line analysis of the financial 
statements as a whole is not required or generally appropriate. 
Registrants need not recite the amounts of changes from year to year 
which are readily computable from the financial statements. The 
discussion shall not merely repeat numerical data contained in the 
consolidated financial statements.
    5. The term ``liquidity'' as used in this Item refers to the ability 
of an enterprise to generate adequate amounts of cash to meet the 
enterprise's needs for cash. Except where it is otherwise clear from the 
discussion, the registrant shall indicate those balance sheet conditions 
or income or cash flow items which the registrant believes may be 
indicators of its liquidity condition. Liquidity generally shall be 
discussed on both a long-term and short-term basis. The issue of 
liquidity shall be discussed in the context of the registrant's own 
business or businesses. For example a discussion of working capital may 
be appropriate for certain manufacturing, industrial or related 
operations but might be inappropriate for a bank or public utility.
    6. Where financial statements presented or incorporated by reference 
in the registration statement are required by Sec. 210.4-08(e)(3) of 
Regulation S-X [17 CFR part 210] to include disclosure of restrictions 
on the ability of both consolidated and unconsolidated subsidiaries to 
transfer funds to the registrant in the form of cash dividends, loans or 
advances, the discussion of liquidity shall include a discussion of the 
nature and extent of such restrictions and the impact such restrictions 
have had and are expected to have on the ability of the parent company 
to meet its cash obligations.
    7. Any forward-looking information supplied is expressly covered by 
the safe harbor rule for projections. See Rule 175 under the Securities 
Act [17 CFR 230.175], Rule 3b-6 under the Exchange Act [17 CFR 240.3b-6] 
and Securities Act Release No. 6084 (June 25, 1979) (44 FR 38810).
    8. Registrants are only required to discuss the effects of inflation 
and other changes in prices when considered material. This discussion 
may be made in whatever manner appears appropriate under the 
circumstances. All that is required is a brief textual presentation of 
management's views. No specific numerical financial data need be 
presented except as Rule 3-20(c) of Regulation S-X (Sec. 210.3-20(c) of 
this chapter) otherwise requires. However, registrants may elect to 
voluntarily disclose supplemental information on the effects of changing 
prices as provided for in FASB ASC Topic 255, Changing Prices, or 
through other supplemental disclosures. The Commission encourages 
experimentation with these disclosures in order to provide the most 
meaningful presentation of the impact of price changes on the 
registrant's financial statements.
    9. Registrants that elect to disclose supplementary information on 
the effects of changing prices as specified by FASB ASC Topic 255 may 
combine such explanations with the discussion and analysis required 
pursuant to this Item or may supply such information separately with 
appropriate cross reference.

[[Page 405]]

    10. All references to the registrant in the discussion and in this 
Item shall mean the registrant and its subsidiaries consolidated.
    11. Foreign private registrants also shall discuss briefly any 
pertinent governmental economic, fiscal, monetary, or political policies 
or factors that have materially affected or could materially affect, 
directly or indirectly, their operations or investments by United States 
nationals.
    12. If the registrant is a foreign private issuer, the discussion 
shall focus on the primary financial statements presented in the 
registration statement or report. There shall be a reference to the 
reconciliation to United States generally accepted accounting 
principles, and a discussion of any aspects of the difference between 
foreign and United States generally accepted accounting principles, not 
discussed in the reconciliation, that the registrant believes is 
necessary for an understanding of the financial statements as a whole.
    13. The attention of bank holding companies is directed to the 
information called for in Guide 3 (Sec. 229.801(c) and Sec. 229.802(c)).
    14. The attention of property-casualty insurance companies is 
directed to the information called for in Guide 6 (Sec. 229.801(f)).
    Instructions to paragraph 303(a)(4): 1. No obligation to make 
disclosure under paragraph (a)(4) of this Item shall arise in respect of 
an off-balance sheet arrangement until a definitive agreement that is 
unconditionally binding or subject only to customary closing conditions 
exists or, if there is no such agreement, when settlement of the 
transaction occurs.
    2. Registrants should aggregate off-balance sheet arrangements in 
groups or categories that provide material information in an efficient 
and understandable manner and should avoid repetition and disclosure of 
immaterial information. Effects that are common or similar with respect 
to a number of off-balance sheet arrangements must be analyzed in the 
aggregate to the extent the aggregation increases understanding. 
Distinctions in arrangements and their effects must be discussed to the 
extent the information is material, but the discussion should avoid 
repetition and disclosure of immaterial information.
    3. For purposes of paragraph (a)(4) of this Item only, contingent 
liabilities arising out of litigation, arbitration or regulatory actions 
are not considered to be off-balance sheet arrangements.
    4. Generally, the disclosure required by paragraph (a)(4) shall 
cover the most recent fiscal year. However, the discussion should 
address changes from the previous year where such discussion is 
necessary to an understanding of the disclosure.
    5. In satisfying the requirements of paragraph (a)(4) of this Item, 
the discussion of off-balance sheet arrangements need not repeat 
information provided in the footnotes to the financial statements, 
provided that such discussion clearly cross-references to specific 
information in the relevant footnotes and integrates the substance of 
the footnotes into such discussion in a manner designed to inform 
readers of the significance of the information that is not included 
within the body of such discussion.

    (b) Interim periods. If interim period financial statements are 
included or are required to be included by Article 3 of Regulation S-X 
(17 CFR 210), a management's discussion and analysis of the financial 
condition and results of operations shall be provided so as to enable 
the reader to assess material changes in financial condition and results 
of operations between the periods specified in paragraphs (b) (1) and 
(2) of this Item. The discussion and analysis shall include a discussion 
of material changes in those items specifically listed in paragraph (a) 
of this Item, except that the impact of inflation and changing prices on 
operations for interim periods need not be addressed.
    (1) Material changes in financial condition. Discuss any material 
changes in financial condition from the end of the preceding fiscal year 
to the date of the most recent interim balance sheet provided. If the 
interim financial statements include an interim balance sheet as of the 
corresponding interim date of the preceding fiscal year, any material 
changes in financial condition from that date to the date of the most 
recent interim balance sheet provided also shall be discussed. If 
discussions of changes from both the end and the corresponding interim 
date of the preceding fiscal year are required, the discussions may be 
combined at the discretion of the registrant.
    (2) Material changes in results of operations. Discuss any material 
changes in the registrant's results of operations with respect to the 
most recent fiscal year-to-date period for which an income statement is 
provided and the corresponding year-to-date period of the preceding 
fiscal year. If the registrant is required to or has elected to provide 
an income statement for the most recent fiscal quarter, such discussion 
also shall cover material changes with respect to that fiscal quarter 
and the corresponding fiscal quarter in the preceding fiscal year. In 
addition, if

[[Page 406]]

the registrant has elected to provide an income statement for the 
twelve-month period ended as of the date of the most recent interim 
balance sheet provided, the discussion also shall cover material changes 
with respect to that twelve-month period and the twelve-month period 
ended as of the corresponding interim balance sheet date of the 
preceding fiscal year. Notwithstanding the above, if for purposes of a 
registration statement a registrant subject to paragraph (b) of 
Sec. 210.3-03 of Regulation S-X provides a statement of income for the 
twelve-month period ended as of the date of the most recent interim 
balance sheet provided in lieu of the interim income statements 
otherwise required, the discussion of material changes in that twelve-
month period will be in respect to the preceding fiscal year rather than 
the corresponding preceding period.

Instructions to paragraph (b) of Item 303: 1. If interim financial 
statements are presented together with financial statements for full 
fiscal years, the discussion of the interim financial information shall 
be prepared pursuant to this paragraph (b) and the discussion of the 
full fiscal year's information shall be prepared pursuant to paragraph 
(a) of this Item. Such discussions may be combined.
    2. In preparing the discussion and analysis required by this 
paragraph (b), the registrant may presume that users of the interim 
financial information have read or have access to the discussion and 
analysis required by paragraph (a) for the preceding fiscal year.
    3. The discussion and analysis required by this paragraph (b) is 
required to focus only on material changes. Where the interim financial 
statements reveal material changes from period to period in one or more 
significant line items, the causes for the changes shall be described if 
they have not already been disclosed: Provided, however, That if the 
causes for a change in one line item also relate to other line items, no 
repetition is required. Registrants need not recite the amounts of 
changes from period to period which are readily computable from the 
financial statements. The discussion shall not merely repeat numerical 
data contained in the financial statements. The information provided 
shall include that which is available to the registrant without undue 
effort or expense and which does not clearly appear in the registrant's 
condensed interim financial statements.
    4. The registrant's discussion of material changes in results of 
operations shall identify any significant elements of the registrant's 
income or loss from continuing operations which do not arise from or are 
not necessarily representative of the registrant's ongoing business.
    5. The registrant shall discuss any seasonal aspects of its business 
which have had a material effect upon its financial condition or results 
of operation.
    6. Any forward-looking information supplied is expressly covered by 
the safe harbor rule for projections. See Rule 175 under the Securities 
Act [17 CFR 230. 175], Rule 3b-6 under the Exchange Act [17 CFR 249.3b-
6] and Securities Act Release No. 6084 (June 25, 1979) (44 FR 38810).
    7. The registrant is not required to include the table required by 
paragraph (a)(5) of this Item for interim periods. Instead, the 
registrant should disclose material changes outside the ordinary course 
of the registrant's business in the specified contractual obligations 
during the interim period.
    (c) Safe harbor. (1) The safe harbor provided in section 27A of the 
Securities Act of 1933 (15 U.S.C. 77z-2) and section 21E of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-5) (``statutory safe 
harbors'') shall apply to forward-looking information provided pursuant 
to paragraphs (a)(4) and (5) of this Item, provided that the disclosure 
is made by: an issuer; a person acting on behalf of the issuer; an 
outside reviewer retained by the issuer making a statement on behalf of 
the issuer; or an underwriter, with respect to information provided by 
the issuer or information derived from information provided by the 
issuer.
    (2) For purposes of paragraph (c) of this Item only:
    (i) All information required by paragraphs (a)(4) and (5) of this 
Item is deemed to be a forward looking statement as that term is defined 
in the statutory safe harbors, except for historical facts.
    (ii) With respect to paragraph (a)(4) of this Item, the meaningful 
cautionary statements element of the statutory safe harbors will be 
satisfied if a registrant satisfies all requirements of that same 
paragraph (a)(4) of this Item.
    (d) Smaller reporting companies. A smaller reporting company, as 
defined by Sec. 229.10(f)(1), may provide the information required in 
paragraph (a)(3)(iv) of this Item for the last two most recent fiscal 
years of the registrant if it provides financial information on net 
sales and revenues and on income from continuing operations for only two

[[Page 407]]

years. A smaller reporting company is not required to provide the 
information required by paragraph (a)(5) of this Item.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 29839, July 9, 1982; 47 
FR 54768, Dec. 6, 1982; 52 FR 30919, Aug. 18, 1987; 68 FR 5999, Feb. 5, 
2003; 73 FR 958, Jan. 4, 2008; 76 FR 50120, Aug. 12, 2011; 82 FR 17552, 
Apr. 12, 2017]



Sec. 229.304  (Item 304) Changes in and disagreements with accountants
on accounting and financial disclosure.

    (a)(1) If during the registrant's two most recent fiscal years or 
any subsequent interim period, an independent accountant who was 
previously engaged as the principal accountant to audit the registrant's 
financial statements, or an independent accountant who was previously 
engaged to audit a significant subsidiary and on whom the principal 
accountant expressed reliance in its report, has resigned (or indicated 
it has declined to stand for re-election after the completion of the 
current audit) or was dismissed, then the registrant shall:
    (i) State whether the former accountant resigned, declined to stand 
for re-election or was dismissed and the date thereof.
    (ii) State whether the principal accountant's report on the 
financial statements for either of the past two years contained an 
adverse opinion or a disclaimer of opinion, or was qualified or modified 
as to uncertainty, audit scope, or accounting principles; and also 
describe the nature of each such adverse opinion, disclaimer of opinion, 
modification, or qualification.
    (iii) State whether the decision to change accountants was 
recommended or approved by:
    (A) Any audit or similar committee of the board of directors, if the 
issuer has such a committee; or
    (B) The board of directors, if the issuer has no such committee.
    (iv) State whether during the registrant's two most recent fiscal 
years and any subsequent interim period preceding such resignation, 
declination or dismissal there were any disagreements with the former 
accountant on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or procedure, which 
disagreement(s), if not resolved to the satisfaction of the former 
accountant, would have caused it to make reference to the subject matter 
of the disagreement(s) in connection with its report. Also, (A) describe 
each such disagreement; (B) state whether any audit or similar committee 
of the board of directors, or the board of directors, discussed the 
subject matter of each of such disagreements with the former accountant; 
and (C) state whether the registrant has authorized the former 
accountant to respond fully to the inquiries of the successor accountant 
concerning the subject matter of each of such disagreements and, if not, 
describe the nature of any limitation thereon and the reason therefore. 
The disagreements required to be reported in response to this Item 
include both those resolved to the former accountant's satisfaction and 
those not resolved to the former accountant's satisfaction. 
Disagreements contemplated by this Item are those that occur at the 
decision-making level, i.e., between personnel of the registrant 
responsible for presentation of its financial statements and personnel 
of the accounting firm responsible for rendering its report.
    (v) Provide the information required by paragraph (a)(1)(iv) of this 
Item for each of the kinds of events (even though the registrant and the 
former accountant did not express a difference of opinion regarding the 
event) listed in paragraphs (a)(1)(v) (A) through (D) of this section, 
that occurred within the registrant's two most recent fiscal years and 
any subsequent interim period preceding the former accountant's 
resignation, declination to stand for re-election, or dismissal 
(``reportable events''). If the event led to a disagreement or 
difference of opinion, then the event should be reported as a 
disagreement under paragraph (a)(1)(iv) and need not be repeated under 
this paragraph.
    (A) The accountant's having advised the registrant that the internal 
controls necessary for the registrant to develop reliable financial 
statements do not exist;
    (B) The accountant's having advised the registrant that information 
has come to the accountant's attention

[[Page 408]]

that has led it to no longer be able to rely on management's 
representations, or that has made it unwilling to be associated with the 
financial statements prepared by management;
    (C)(1) The accountant's having advised the registrant of the need to 
expand significantly the scope of its audit, or that information has 
come to the accountant's attention during the time period covered by 
Item 304(a)(1)(iv), that if further investigated may:
    (i) Materially impact the fairness or reliability of either: a 
previously issued audit report or the underlying financial statements; 
or the financial statements issued or to be issued covering the fiscal 
period(s) subsequent to the date of the most recent financial statements 
covered by an audit report (including information that may prevent it 
from rendering an unqualified audit report on those financial 
statements), or
    (ii) Cause it to be unwilling to rely on management's 
representations or be associated with the registrant's financial 
statements, and
    (2) Due to the accountant's resignation (due to audit scope 
limitations or otherwise) or dismissal, or for any other reason, the 
accountant did not so expand the scope of its audit or conduct such 
further investigation; or
    (D)(1) The accountant's having advised the registrant that 
information has come to the accountant's attention that it has concluded 
materially impacts the fairness or reliability of either (i) a 
previously issued audit report or the underlying financial statements, 
or (ii) the financial statements issued or to be issued covering the 
fiscal period(s) subsequent to the date of the most recent financial 
statements covered by an audit report (including information that, 
unless resolved to the accountant's satisfaction, would prevent it from 
rendering an unqualified audit report on those financial statements), 
and
    (2) Due to the accountant's resignation, dismissal or declination to 
stand for re-election, or for any other reason, the issue has not been 
resolved to the accountant's satisfaction prior to its resignation, 
dismissal or declination to stand for re-election.
    (2) If during the registrant's two most recent fiscal years or any 
subsequent interim period, a new independent accountant has been engaged 
as either the principal accountant to audit the registrant's financial 
statements, or as an independent accountant to audit a significant 
subsidiary and on whom the principal accountant is expected to express 
reliance in its report, then the registrant shall identify the newly 
engaged accountant and indicate the date of such accountant's 
engagement. In addition, if during the registrant's two most recent 
fiscal years, and any subsequent interim period prior to engaging that 
accountant, the registrant (or someone on its behalf) consulted the 
newly engaged accountant regarding:
    (i) Either: The application of accounting principles to a specified 
transaction, either completed or proposed; or the type of audit opinion 
that might be rendered on the registrant's financial statements, and 
either a written report was provided to the registrant or oral advice 
was provided that the new accountant concluded was an important factor 
considered by the registrant in reaching a decision as to the 
accounting, auditing or financial reporting issue; or
    (ii) Any matter that was either the subject of a disagreement (as 
defined in paragraph 304(a)(1)(iv) and the related instructions to this 
item) or a reportable event (as described in paragraph 304(a)(1)(v)), 
then the registrant shall:
    (A) So state and identify the issues that were the subjects of those 
consultations;
    (B) Briefly describe the views of the newly engaged accountant as 
expressed orally or in writing to the registrant on each such issue and, 
if written views were received by the registrant, file them as an 
exhibit to the report or registration statement requiring compliance 
with this Item 304(a);
    (C) State whether the former accountant was consulted by the 
registrant regarding any such issues, and if so, provide a summary of 
the former accountant's views; and
    (D) Request the newly engaged accountant to review the disclosure 
required by this Item 304(a) before it is filed with the Commission and 
provide

[[Page 409]]

the new accountant the opportunity to furnish the registrant with a 
letter addressed to the Commission containing any new information, 
clarification of the registrant's expression of its views, or the 
respects in which it does not agree with the statements made by the 
registrant in response to Item 304(a). The registrant shall file any 
such letter as an exhibit to the report or registration statement 
containing the disclosure required by this Item.
    (3) The registrant shall provide the former accountant with a copy 
of the disclosures it is making in response to this Item 304(a) that the 
former accountant shall receive no later than the day that the 
disclosures are filed with the Commission. The registrant shall request 
the former accountant to furnish the registrant with a letter addressed 
to the Commission stating whether it agrees with the statements made by 
the registrant in response to this Item 304(a) and, if not, stating the 
respects in which it does not agree. The registrant shall file the 
former accountant's letter as an exhibit to the report on registration 
statement containing this disclosure. If the former accountant's letter 
is unavailable at the time of filing such report or registration 
statement, then the registrant shall request the former accountant to 
provide the letter as promptly as possible so that the registrant can 
file the letter with the Commission within ten business days after the 
filing of the report or registration statement. Notwithstanding the ten 
business day period, the registrant shall file the letter by amendment 
within two business days of receipt; if the letter is received on a 
Saturday, Sunday or holiday on which the Commission is not open for 
business, then the two business day period shall begin to run on and 
shall include the first business day thereafter. The former accountant 
may provide the registrant with an interim letter highlighting specific 
areas of concern and indicating that a more detailed letter will be 
forthcoming within the ten business day period noted above. If not filed 
with the report or registration statement containing the registrant's 
disclosure under this Item 304(a), then the interim letter, if any, 
shall be filed by the registrant by amendment within two business days 
of receipt.
    (b) If: (1) In connection with a change in accountants subject to 
paragraph (a) of this Item 304, there was any disagreement of the type 
described in paragraph (a)(1)(iv) or any reportable event as described 
in paragraph (a)(1)(v) of this Item;
    (2) During the fiscal year in which the change in accountants took 
place or during the subsequent fiscal year, there have been any 
transactions or events similar to those which involved such disagreement 
or reportable event; and
    (3) Such transactions or events were material and were accounted for 
or disclosed in a manner different from that which the former 
accountants apparently would have concluded was required, the registrant 
shall state the existence and nature of the disagreement or reportable 
event and also state the effect on the financial statements if the 
method had been followed which the former accountants apparently would 
have concluded was required.

These disclosures need not be made if the method asserted by the former 
accountants ceases to be generally accepted because of authoritative 
standards or interpretations subsequently issued.

Instructions to Item 304: 1. The disclosure called for by paragraph (a) 
of this Item need not be provided if it has been previously reported as 
that term is defined in Rule 12b-2 under the Exchange Act (Sec. 240.12b-
2 of this chapter); the disclosure called for by paragraph (a) must be 
provided, however, notwithstanding prior disclosure, if required 
pursuant to Item 9 of Schedule 14A (Sec. 240.14a-101 of this chapter). 
The disclosure called for by paragraph (b) of this section must be 
furnished, where required, notwithstanding any prior disclosure about 
accountant changes or disagreements.
    2. When disclosure is required by paragraph (a) of this section in 
an annual report to security holders pursuant to Rule 14a-3 
(Sec. 240.14a-3 of this chapter) or Rule 14c-3 (Sec. 240.14c-3 of this 
chapter), or in a proxy or information statement filed pursuant to the 
requirements of Schedule 14A or 14C (Sec. 240.14a-101 or Sec. 240.14c-
101 of this chapter), in lieu of a letter pursuant to paragraph 
(a)(2)(D) or (a)(3), prior to filing such materials with or furnishing 
such materials to the Commission, the registrant shall furnish the 
disclosure required by paragraph (a) of

[[Page 410]]

this section to any former accountant engaged by the registrant during 
the period set forth in paragraph (a) of this section and to the newly 
engaged accountant. If any such accountant believes that the statements 
made in response to paragraph (a) of this section are incorrect or 
incomplete, it may present its views in a brief statement, ordinarily 
expected not to exceed 200 words, to be included in the annual report or 
proxy or information statement. This statement shall be submitted to the 
registrant within ten business days of the date the accountant receives 
the registrant's disclosure. Further, unless the written views of the 
newly engaged accountant required to be filed as an exhibit by paragraph 
(a)(2)(B) of this Item 304 have been previously filed with the 
Commission the registrant shall file a Form 8-K concurrently with the 
annual report or proxy or information statement for the purpose of 
filing the written views as exhibits thereto.
    3. The information required by Item 304(a) need not be provided for 
a company being acquired by the registrant that is not subject to the 
filing requirements of either section 13(a) or 15(d) of the Exchange 
Act, or, because of section 12(i) of the Exchange Act, has not furnished 
an annual report to security holders pursuant to Rule 14a-3 or Rule 14c-
3 for its latest fiscal year.
    4. The term ``disagreements'' as used in this Item shall be 
interpreted broadly, to include any difference of opinion concerning any 
matter of accounting principles or practices, financial statement 
disclosure, or auditing scope or procedure which (if not resolved to the 
satisfaction of the former accountant) would have caused it to make 
reference to the subject matter of the disagreement in connection with 
its report. It is not necessary for there to have been an argument to 
have had a disagreement, merely a difference of opinion. For purposes of 
this Item, however, the term disagreements does not include initial 
differences of opinion based on incomplete facts or preliminary 
information that were later resolved to the former accountant's 
satisfaction by, and providing the registrant and the accountant do not 
continue to have a difference of opinion upon, obtaining additional 
relevant facts or information.
    5. In determining whether any disagreement or reportable event has 
occurred, an oral communication from the engagement partner or another 
person responsible for rendering the accounting firm's opinion (or their 
designee) will generally suffice as the accountant advising the 
registrant of a reportable event or as a statement of a disagreement at 
the ``decision-making level'' within the accounting firm and require 
disclosure under this Item.

[53 FR 12929, Apr. 20, 1988, as amended at 54 FR 9774, Mar. 8, 1989]



Sec. 229.305  (Item 305) Quantitative and qualitative disclosures
about market risk.

    (a) Quantitative information about market risk. (1) Registrants 
shall provide, in their reporting currency, quantitative information 
about market risk as of the end of the latest fiscal year, in accordance 
with one of the following three disclosure alternatives. In preparing 
this quantitative information, registrants shall categorize market risk 
sensitive instruments into instruments entered into for trading purposes 
and instruments entered into for purposes other than trading purposes. 
Within both the trading and other than trading portfolios, separate 
quantitative information shall be presented, to the extent material, for 
each market risk exposure category (i.e., interest rate risk, foreign 
currency exchange rate risk, commodity price risk, and other relevant 
market risks, such as equity price risk). A registrant may use one of 
the three alternatives set forth in this section for all of the required 
quantitative disclosures about market risk. A registrant also may 
choose, from among the three alternatives, one disclosure alternative 
for market risk sensitive instruments entered into for trading purposes 
and another disclosure alternative for market risk sensitive instruments 
entered into for other than trading purposes. Alternatively, a 
registrant may choose any disclosure alternative, from among the three 
alternatives, for each risk exposure category within the trading and 
other than trading portfolios. The three disclosure alternatives are:
    (i)(A)(1) Tabular presentation of information related to market risk 
sensitive instruments; such information shall include fair values of the 
market risk sensitive instruments and contract terms sufficient to 
determine future cash flows from those instruments, categorized by 
expected maturity dates.
    (2) Tabular information relating to contract terms shall allow 
readers of the table to determine expected cash

[[Page 411]]

flows from the market risk sensitive instruments for each of the next 
five years. Comparable tabular information for any remaining years shall 
be displayed as an aggregate amount.
    (3) Within each risk exposure category, the market risk sensitive 
instruments shall be grouped based on common characteristics. Within the 
foreign currency exchange rate risk category, the market risk sensitive 
instruments shall be grouped by functional currency and within the 
commodity price risk category, the market risk sensitive instruments 
shall be grouped by type of commodity.
    (4) See the Appendix to this Item for a suggested format for 
presentation of this information; and
    (B) Registrants shall provide a description of the contents of the 
table and any related assumptions necessary to understand the 
disclosures required under paragraph (a)(1)(i)(A) of this Item 305; or
    (ii)(A) Sensitivity analysis disclosures that express the potential 
loss in future earnings, fair values, or cash flows of market risk 
sensitive instruments resulting from one or more selected hypothetical 
changes in interest rates, foreign currency exchange rates, commodity 
prices, and other relevant market rates or prices over a selected period 
of time. The magnitude of selected hypothetical changes in rates or 
prices may differ among and within market risk exposure categories; and
    (B) Registrants shall provide a description of the model, 
assumptions, and parameters, which are necessary to understand the 
disclosures required under paragraph (a)(1)(ii)(A) of this Item 305; or
    (iii)(A) Value at risk disclosures that express the potential loss 
in future earnings, fair values, or cash flows of market risk sensitive 
instruments over a selected period of time, with a selected likelihood 
of occurrence, from changes in interest rates, foreign currency exchange 
rates, commodity prices, and other relevant market rates or prices;
    (B)(1) For each category for which value at risk disclosures are 
required under paragraph (a)(1)(iii)(A) of this Item 305, provide 
either:
    (i) The average, high and low amounts, or the distribution of the 
value at risk amounts for the reporting period; or
    (ii) The average, high and low amounts, or the distribution of 
actual changes in fair values, earnings, or cash flows from the market 
risk sensitive instruments occurring during the reporting period; or
    (iii) The percentage or number of times the actual changes in fair 
values, earnings, or cash flows from the market risk sensitive 
instruments exceeded the value at risk amounts during the reporting 
period;
    (2) Information required under paragraph (a)(1)(iii)(B)(1) of this 
Item 305 is not required for the first fiscal year end in which a 
registrant must present Item 305 information; and
    (C) Registrants shall provide a description of the model, 
assumptions, and parameters, which are necessary to understand the 
disclosures required under paragraphs (a)(1)(iii)(A) and (B) of this 
Item 305.
    (2) Registrants shall discuss material limitations that cause the 
information required under paragraph (a)(1) of this Item 305 not to 
reflect fully the net market risk exposures of the entity. This 
discussion shall include summarized descriptions of instruments, 
positions, and transactions omitted from the quantitative market risk 
disclosure information or the features of instruments, positions, and 
transactions that are included, but not reflected fully in the 
quantitative market risk disclosure information.
    (3) Registrants shall present summarized market risk information for 
the preceding fiscal year. In addition, registrants shall discuss the 
reasons for material quantitative changes in market risk exposures 
between the current and preceding fiscal years. Information required by 
this paragraph (a)(3), however, is not required if disclosure is not 
required under paragraph (a)(1) of this Item 305 for the current fiscal 
year. Information required by this paragraph (a)(3) is not required for 
the first fiscal year end in which a registrant must present Item 305 
information.
    (4) If registrants change disclosure alternatives or key model 
characteristics, assumptions, and parameters used

[[Page 412]]

in providing quantitative information about market risk (e.g., changing 
from tabular presentation to value at risk, changing the scope of 
instruments included in the model, or changing the definition of loss 
from fair values to earnings), and if the effects of any such change is 
material, the registrant shall:
    (i) Explain the reasons for the change; and
    (ii) Either provide summarized comparable information, under the new 
disclosure method, for the year preceding the current year or, in 
addition to providing disclosure for the current year under the new 
method, provide disclosures for the current year and preceding fiscal 
year under the method used in the preceding year.

Instructions to paragraph 305(a): 1. Under paragraph 305(a)(1):
    A. For each market risk exposure category within the trading and 
other than trading portfolios, registrants may report the average, high, 
and low sensitivity analysis or value at risk amounts for the reporting 
period, as an alternative to reporting year-end amounts.
    B. In determining the average, high, and low amounts for the fiscal 
year under instruction 1.A. of the Instructions to Paragraph 305(a), 
registrants should use sensitivity analysis or value at risk amounts 
relating to at least four equal time periods throughout the reporting 
period (e.g., four quarter-end amounts, 12 month-end amounts, or 52 
week-end amounts).
    C. Functional currency means functional currency as defined by 
generally accepted accounting principles (see, e.g., FASB ASC Master 
Glossary).
    D. Registrants using the sensitivity analysis and value at risk 
disclosure alternatives are encouraged, but not required, to provide 
quantitative amounts that reflect the aggregate market risk inherent in 
the trading and other than trading portfolios.
    2. Under paragraph 305(a)(1)(i):
    A. Examples of contract terms sufficient to determine future cash 
flows from market risk sensitive instruments include, but are not 
limited to:
    i. Debt instruments--principal amounts and weighted average 
effective interest rates;
    ii. Forwards and futures--contract amounts and weighted average 
settlement prices;
    iii. Options--contract amounts and weighted average strike prices;
    iv. Swaps--notional amounts, weighted average pay rates or prices, 
and weighted average receive rates or prices; and
    v. Complex instruments--likely to be a combination of the contract 
terms presented in 2.A.i. through iv. of this Instruction;
    B. When grouping based on common characteristics, instruments should 
be categorized, at a minimum, by the following characteristics, when 
material:
    i. Fixed rate or variable rate assets or liabilities;
    ii. Long or short forwards and futures;
    iii. Written or purchased put or call options with similar strike 
prices;
    iv. Receive fixed and pay variable swaps, receive variable and pay 
fixed swaps, and receive variable and pay variable swaps;
    v. The currency in which the instruments' cash flows are 
denominated;
    vi. Financial instruments for which foreign currency transaction 
gains and losses are reported in the same manner as translation 
adjustments under generally accepted accounting principles (see, e.g., 
FASB ASC paragraph 830-20-35-3 (Foreign Currency Matters Topic) ); and
    vii. Derivatives used to manage risks inherent in anticipated 
transactions;
    C. Registrants may aggregate information regarding functional 
currencies that are economically related, managed together for internal 
risk management purposes, and have statistical correlations of greater 
than 75% over each of the past three years;
    D. Market risk sensitive instruments that are exposed to rate or 
price changes in more than one market risk exposure category should be 
presented within the tabular information for each of the risk exposure 
categories to which those instruments are exposed;
    E. If a currency swap eliminates all foreign currency exposures in 
the cash flows of a foreign currency denominated debt instrument, 
neither the currency swap nor the foreign currency denominated debt 
instrument are required to be disclosed in the foreign currency risk 
exposure category. However, both the currency swap and the foreign 
currency denominated debt instrument should be disclosed in the interest 
rate risk exposure category; and
    F. The contents of the table and related assumptions that should be 
described include, but are not limited to:
    i. The different amounts reported in the table for various 
categories of the market risk sensitive instruments (e.g., principal 
amounts for debt, notional amounts for swaps, and contract amounts for 
options and futures);
    ii. The different types of reported market rates or prices (e.g., 
contractual rates or prices, spot rates or prices, forward rates or 
prices); and
    iii. Key prepayment or reinvestment assumptions relating to the 
timing of reported amounts.
    3. Under paragraph 305(a)(1)(ii):

[[Page 413]]

    A. Registrants should select hypothetical changes in market rates or 
prices that are expected to reflect reasonably possible near-term 
changes in those rates and prices. In this regard, absent economic 
justification for the selection of a different amount, registrants 
should use changes that are not less than 10 percent of end of period 
market rates or prices;
    B. For purposes of instruction 3.A. of the Instructions to Paragraph 
305(a), the term reasonably possible has the same meaning as defined by 
generally accepted accounting principles (see, e.g., FASB ASC Master 
Glossary);
    C. For purposes of instruction 3.A. of the Instructions to Paragraph 
305(a), the term near term means a period of time going forward up to 
one year from the date of the financial statements (see FASB ASC Master 
Glossary);
    D. Market risk sensitive instruments that are exposed to rate or 
price changes in more than one market risk exposure category should be 
included in the sensitivity analysis disclosures for each market risk 
category to which those instruments are exposed;
    E. Registrants with multiple foreign currency exchange rate 
exposures should prepare foreign currency sensitivity analysis 
disclosures that measure the aggregate sensitivity to changes in all 
foreign currency exchange rate exposures, including the effects of 
changes in both transactional currency/functional currency exchange rate 
exposures and functional currency/reporting currency exchange rate 
exposures. For example, assume a French division of a registrant 
presenting its financial statements in U.S. dollars ($US) invests in a 
deutschmark(DM)-denominated debt security. In these circumstances, the 
$US is the reporting currency and the DM is the transactional currency. 
In addition, assume this division determines that the French franc (FF) 
is its functional currency according to FASB ASC Topic 830, Foreign 
Currency Matters. In preparing the foreign currency sensitivity analysis 
disclosures, this registrant should report the aggregate potential loss 
from hypothetical changes in both the DM/FF exchange rate exposure and 
the FF/$US exchange rate exposure; and
    F. Model, assumptions, and parameters that should be described 
include, but are not limited to, how loss is defined by the model (e.g., 
loss in earnings, fair values, or cash flows), a general description of 
the modeling technique (e.g., duration modeling, modeling that measures 
the change in net present values arising from selected hypothetical 
changes in market rates or prices, and a description as to how 
optionality is addressed by the model), the types of instruments covered 
by the model (e.g., derivative financial instruments, other financial 
instruments, 
derivative commodity instruments, and whether other instruments are 
included voluntarily, such as certain commodity instruments and 
positions, cash flows from anticipated transactions, and certain 
financial instruments excluded under instruction 3.C.ii. of the General 
Instructions to Paragraphs 305(a) and 305(b)), and other relevant 
information about the model's assumptions and parameters, (e.g., the 
magnitude and timing of selected hypothetical changes in market rates or 
prices used, the method by which discount rates are determined, and key 
prepayment or reinvestment assumptions).
    4. Under paragraph 305(a)(1)(iii):
    A. The confidence intervals selected should reflect reasonably 
possible near-term changes in market rates and prices. In this regard, 
absent economic justification for the selection of different confidence 
intervals, registrants should use intervals that are 95 percent or 
higher;
    B. For purposes of instruction 4.A. of the Instructions to Paragraph 
305(a), the term reasonably possible has the same meaning as defined by 
generally accepted accounting principles (see, e.g., FASB ASC Master 
Glossary);
    C. For purposes of instruction 4.A. of the Instructions to 
Paragraphs 305(a), the term near term means a period of time going 
forward up to one year from the date of the financial statements (see 
FASB ASC Master Glossary);
    D. Registrants with multiple foreign currency exchange rate 
exposures should prepare foreign currency value at risk analysis 
disclosures that measure the aggregate sensitivity to changes in all 
foreign currency exchange rate exposures, including the aggregate 
effects of changes in both transactional currency/functional currency 
exchange rate exposures and functional currency/reporting currency 
exchange rate exposures. For example, assume a French division of a 
registrant presenting its financial statements in U.S. dollars ($US) 
invests in a deutschmark(DM)-denominated debt security. In these 
circumstances, the $US is the reporting currency and the DM is the 
transactional currency. In addition, assume this division determines 
that the French franc (FF) is its functional currency according to FASB 
ASC Topic 830, Foreign Currency Matters. In preparing the foreign 
currency value at risk disclosures, this registrant should report the 
aggregate potential loss from hypothetical changes in both the DM/FF 
exchange rate exposure and the FF/$US exchange rate exposure; and
    E. Model, assumptions, and parameters that should be described 
include, but are not limited to, how loss is defined by the model (e.g., 
loss in earnings, fair values, or cash flows), the type of model used 
(e.g., variance/covariance, historical simulation, or Monte

[[Page 414]]

Carlo simulation and a description as to how optionality is addressed by 
the model), the types of instruments covered by the model (e.g., 
derivative financial instruments, other financial instruments, 
derivative commodity instruments, and whether other instruments are 
included voluntarily, such as certain commodity instruments and 
positions, cash flows from anticipated transactions, and certain 
financial instruments excluded under instruction 3.C.ii. of the General 
Instructions to Paragraphs 305(a) and 305(b)), and other relevant 
information about the model's assumptions and parameters, (e.g., holding 
periods, confidence intervals, and, when appropriate, the methods used 
for aggregating value at risk amounts across market risk exposure 
categories, such as by assuming perfect positive correlation, 
independence, or actual observed correlation).
    5. Under paragraph 305(a)(2), limitations that should be considered 
include, but are not limited to:
    A. The exclusion of certain market risk sensitive instruments, 
positions, and transactions from the disclosures required under 
paragraph 305(a)(1) (e.g., derivative commodity instruments not 
permitted by contract or business custom to be settled in cash or with 
another financial instrument, commodity positions, cash flows from 
anticipated transactions, and certain financial instruments excluded 
under instruction 3.C.ii. of the General Instructions to Paragraphs 
305(a) and 305(b)). Failure to include such instruments, positions, and 
transactions in preparing the disclosures under paragraph 305(a)(1) may 
be a limitation because the resulting disclosures may not fully reflect 
the net market risk of a registrant; and
    B. The ability of disclosures required under paragraph 305(a)(1) to 
reflect fully the market risk that may be inherent in instruments with 
leverage, option, or prepayment features (e.g., options, including 
written options, structured notes, collateralized mortgage obligations, 
leveraged swaps, and options embedded in swaps).

    (b) Qualitative information about market risk. (1) To the extent 
material, describe:
    (i) The registrant's primary market risk exposures;
    (ii) How those exposures are managed. Such descriptions shall 
include, but not be limited to, a discussion of the objectives, general 
strategies, and instruments, if any, used to manage those exposures; and
    (iii) Changes in either the registrant's primary market risk 
exposures or how those exposures are managed, when compared to what was 
in effect during the most recently completed fiscal year and what is 
known or expected to be in effect in future reporting periods.
    (2) Qualitative information about market risk shall be presented 
separately for market risk sensitive instruments entered into for 
trading purposes and those entered into for purposes other than trading.

Instructions to paragraph 305(b): 1. For purposes of disclosure under 
paragraph 305(b), primary market risk exposures means:
    A. The following categories of market risk: interest rate risk, 
foreign currency exchange rate risk, commodity price risk, and other 
relevant market rate or price risks (e.g., equity price risk); and
    B. Within each of these categories, the particular markets that 
present the primary risk of loss to the registrant. For example, if a 
registrant has a material exposure to foreign currency exchange rate 
risk and, within this category of market risk, is most vulnerable to 
changes in dollar/yen, dollar/pound, and dollar/peso exchange rates, the 
registrant should disclose those exposures. Similarly, if a registrant 
has a material exposure to interest rate risk and, within this category 
of market risk, is most vulnerable to changes in short-term U.S. prime 
interest rates, it should disclose the existence of that exposure.
    2. For purposes of disclosure under paragraph 305(b), registrants 
should describe primary market risk exposures that exist as of the end 
of the latest fiscal year, and how those exposures are managed.

General Instructions to paragraphs 305(a) and 305(b): 1. The disclosures 
called for by paragraphs 305(a) and 305(b) are intended to clarify the 
registrant's exposures to market risk associated with activities in 
derivative financial instruments, other financial instruments, and 
derivative commodity instruments.
    2. In preparing the disclosures under paragraphs 305(a) and 305(b), 
registrants are required to include derivative financial instruments, 
other financial instruments, and derivative commodity instruments.
    3. For purposes of paragraphs 305(a) and 305(b), derivative 
financial instruments, other financial instruments, and derivative 
commodity instruments (collectively referred to as ``market risk 
sensitive instruments'') are defined as follows:
    A. Derivative financial instruments has the same meaning as defined 
by generally accepted accounting principles (see, e.g., FASB ASC Master 
Glossary), and includes futures, forwards, swaps, options, and other 
financial instruments with similar characteristics;
    B. Other financial instruments means all financial instruments as 
defined by generally accepted accounting principles for which fair

[[Page 415]]

value disclosures are required (see, e.g., FASB ASC paragraph 825-10-50-
8 (Financial Instruments Topic), except for derivative financial 
instruments, as defined above;
    C.i. Other financial instruments include, but are not limited to, 
trade accounts receivable, investments, loans, structured notes, 
mortgage-backed securities, trade accounts payable, indexed debt 
instruments, interest-only and principal-only obligations, deposits, and 
other debt obligations;
    ii. Other financial instruments exclude employers' and plans' 
obligations for pension and other post-retirement benefits, 
substantively extinguished debt, insurance contracts, lease contracts, 
warranty obligations and rights, unconditional purchase obligations, 
investments accounted for under the equity method, noncontrolling 
interests in consolidated enterprises, and equity instruments issued by 
the registrant and classified in stockholders' equity in the statement 
of financial position (see, e.g., FASB ASC paragraph 825-10-50-8). For 
purposes of this item, trade accounts receivable and trade accounts 
payable need not be considered other financial instruments when their 
carrying amounts approximate fair value; and
    D. Derivative commodity instruments include, to the extent such 
instruments are not derivative financial instruments, commodity futures, 
commodity forwards, commodity swaps, commodity options, and other 
commodity instruments with similar characteristics that are permitted by 
contract or business custom to be settled in cash or with another 
financial instrument. For purposes of this paragraph, settlement in cash 
includes settlement in cash of the net change in value of the derivative 
commodity instrument (e.g., net cash settlement based on changes in the 
price of the underlying commodity).
    4.A. In addition to providing required disclosures for the market 
risk sensitive instruments defined in instruction 2. of the General 
Instructions to Paragraphs 305(a) and 305(b), registrants are encouraged 
to include other market risk sensitive instruments, positions, and 
transactions within the disclosures required under paragraphs 305(a) and 
305(b). Such instruments, positions, and transactions might include 
commodity positions, derivative commodity instruments that are not 
permitted by contract or business custom to be settled in cash or with 
another financial instrument, cash flows from anticipated transactions, 
and certain financial instruments excluded under instruction 3.C.ii. of 
the General Instructions to Paragraphs 305(a) and 305(b).
    B. Registrants that voluntarily include other market risk sensitive 
instruments, positions and transactions within their quantitative 
disclosures about market risk under the sensitivity analysis or value at 
risk disclosure alternatives are not required to provide separate market 
risk disclosures for any voluntarily selected instruments, positions, or 
transactions. Instead, registrants selecting the sensitivity analysis 
and value at risk disclosure alternatives are permitted to present 
comprehensive market risk disclosures, which reflect the combined market 
risk exposures inherent in both the required and any voluntarily 
selected instruments, position, or transactions. Registrants that choose 
the tabular presentation disclosure alternative should present 
voluntarily selected instruments, positions, or transactions in a manner 
consistent with the requirements in Item 305(a) for market risk 
sensitive instruments.
    C. If a registrant elects to include voluntarily a particular type 
of instrument, position, or transaction in their quantitative 
disclosures about market risk, that registrant should include all, 
rather than some, of those instruments, positions, or transactions 
within those disclosures. For example, if a registrant holds in 
inventory a particular type of commodity position and elects to include 
that commodity position within their market risk disclosures, the 
registrant should include the entire commodity position, rather than 
only a portion thereof, in their quantitative disclosures about market 
risk.
    5.A. Under paragraphs 305(a) and 305(b), a materiality assessment 
should be made for each market risk exposure category within the trading 
and other than trading portfolios.
    B. For purposes of making the materiality assessment under 
instruction 5.A. of the General Instructions to Paragraphs 305(a) and 
305(b), registrants should evaluate both:
    i. The materiality of the fair values of derivative financial 
instruments, other financial instruments, and derivative commodity 
instruments outstanding as of the end of the latest fiscal year; and
    ii. The materiality of potential, near-term losses in future 
earnings, fair values, and/or cash flows from reasonably possible near-
term changes in market rates or prices.
    iii. If either paragraphs B.i. or B.ii. in this instruction of the 
General Instructions to Paragraphs 305(a) and 305(b) are material, the 
registrant should disclose quantitative and qualitative information 
about market risk, if such market risk for the particular market risk 
exposure category is material.
    C. For purposes of instruction 5.B.i. of the General Instructions to 
Paragraphs 305(a) and 305(b), registrants generally should not net fair 
values, except to the extent allowed under generally accepted accounting 
principles (see, e.g., FASB ASC Subtopic 210-20, Balance Sheet--
Offsetting). For example, under this instruction, the fair value of 
assets generally should not be netted with the fair value of 
liabilities.
    D. For purposes of instruction 5.B.ii. of the General Instructions 
to Paragraphs 305(a)

[[Page 416]]

and 305(b), registrants should consider, among other things, the 
magnitude of:
    i. Past market movements;
    ii. Reasonably possible, near-term market movements; and
    iii. Potential losses that may arise from leverage, option, and 
multiplier features.
    E. For purposes of instructions 5.B.ii and 5.D.ii of the General 
Instructions to Paragraphs 305(a) and 305(b), the term near term means a 
period of time going forward up to one year from the date of the 
financial statements (see FASB ASC Master Glossary).
    F. For the purpose of instructions 5.B.ii. and 5.D.ii. of the 
General Instructions to Paragraphs 305(a) and 305(b), the term 
reasonably possible has the same meaning as defined by generally 
accepted accounting principles (see, e.g., FASB ASC Master Glossary).
    6. For purposes of paragraphs 305(a) and 305(b), registrants should 
present the information outside of, and not incorporate the information 
into, the financial statements (including the footnotes to the financial 
statements). In addition, registrants are encouraged to provide the 
required information in one location. However, alternative presentation, 
such as inclusion of all or part of the information in Management's 
Discussion and Analysis, may be used at the discretion of the 
registrant. If information is disclosed in more than one location, 
registrants should provide cross-references to the locations of the 
related disclosures.
    7. For purposes of the instructions to paragraphs 305(a) and 305(b), 
trading purposes means dealing and other trading activities measured at 
fair value with gains and losses recognized in earnings. In addition, 
anticipated transactions means transactions (other than transactions 
involving existing assets or liabilities or transactions necessitated by 
existing firm commitments) an enterprise expects, but is not obligated, 
to carry out in the normal course of business.

    (c) Interim periods. If interim period financial statements are 
included or are required to be included by Article 3 of Regulation S-X 
(17 CFR 210), discussion and analysis shall be provided so as to enable 
the reader to assess the sources and effects of material changes in 
information that would be provided under Item 305 of Regulation S-K from 
the end of the preceding fiscal year to the date of the most recent 
interim balance sheet.

Instructions to paragraph 305(c): 1. Information required under 
paragraph (c) of this Item 305 is not required until after the first 
fiscal year end in which this Item 305 is applicable.

    (d) Safe harbor. (1) The safe harbor provided in Section 27A of the 
Securities Act of 1933 (15 U.S.C. 77z-2) and Section 21E of the 
Securities Exchange Act of 1934 (15 U.S.C. 78u-5) (``statutory safe 
harbors'') shall apply, with respect to all types of issuers and 
transactions, to information provided pursuant to paragraphs (a), (b), 
and (c) of this Item 305, provided that the disclosure is made by: an 
issuer; a person acting on behalf of the issuer; an outside reviewer 
retained by the issuer making a statement on behalf of the issuer; or an 
underwriter, with respect to information provided by the issuer or 
information derived from information provided by the issuer.
    (2) For purposes of paragraph (d) of this Item 305 only:
    (i) All information required by paragraphs (a), (b)(1)(i), 
(b)(1)(iii), and (c) of this Item 305 is considered forward looking 
statements for purposes of the statutory safe harbors, except for 
historical facts such as the terms of particular contracts and the 
number of market risk sensitive instruments held during or at the end of 
the reporting period; and
    (ii) With respect to paragraph (a) of this Item 305, the meaningful 
cautionary statements prong of the statutory safe harbors will be 
satisfied if a registrant satisfies all requirements of that same 
paragraph (a) of this Item 305.
    (e) Smaller reporting companies. A smaller reporting company, as 
defined by Sec. 229.10(f)(1), is not required to provide the information 
required by this Item.

General instructions to paragraphs 305(a), 305(b), 305(c), 305(d), and 
305(e): 1. Bank registrants, thrift registrants, and non-bank and non-
thrift registrants with market capitalizations on January 28, 1997 in 
excess of $2.5 billion should provide Item 305 disclosures in filings 
with the Commission that include annual financial statements for fiscal 
years ending after June 15, 1997. Non-bank and non-thrift registrants 
with market capitalizations on January 28, 1997 of $2.5 billion or less 
should provide Item 305 disclosures in filings with the Commission that 
include financial statements for fiscal years ending after June 15, 
1998.
    2.A. For purposes of instruction 1. of the General Instructions to 
Paragraphs 305(a),

[[Page 417]]

305(b), 305(c), 305(d), and 305(e), bank registrants and thrift 
registrants include any registrant which has control over a depository 
institution.
    B. For purposes of instruction 2.A. of the General Instructions to 
Paragraphs 305(a), 305(b), 305(c), 305(d), and 305(e), a registrant has 
control over a depository institution if:
    i. The registrant directly or indirectly or acting through one or 
more other persons owns, controls, or has power to vote 25% or more of 
any class of voting securities of the depository institution;
    ii. The registrant controls in any manner the election of a majority 
of the directors or trustees of the depository institution; or
    iii. The Federal Reserve Board or Office of Thrift Supervision 
determines, after notice and opportunity for hearing, that the 
registrant directly or indirectly exercises a controlling influence over 
the management or policies of the depository institution.
    C. For purposes of instruction 2.B. of the General Instructions to 
Paragraphs 305(a), 305(b), 305(c), 305(d), and 305(e), a depository 
institution means any of the following:
    i. An insured depository institution as defined in section 3(c)(2) 
of the Federal Deposit Insurance Act (12 U.S.C.A. Sec. 1813 (c));
    ii. An institution organized under the laws of the United States, 
any State of the United States, the District of Columbia, any territory 
of the United States, Puerto Rico, Guam, American Somoa, or the Virgin 
Islands, which both accepts demand deposits or deposits that the 
depositor may withdraw by check or similar means for payment to third 
parties or others and is engaged in the business of making commercial 
loans.
    D. For purposes of instruction 1. of the General Instructions to 
Paragraphs 305(a), 305(b), 305(c), 305(d) and 305(e), market 
capitalization is the aggregate market value of common equity as set 
forth in General Instruction I.B.1. of Form S-3; provided however, that 
common equity held by affiliates is included in the calculation of 
market capitalization; and provided further that instead of using the 60 
day period prior to filing referenced in General Instruction I.B.1. of 
Form S-3, the measurement date is January 28, 1997.

                Appendix to Item 305--Tabular Disclosures

    The tables set forth below are illustrative of the format that might 
be used when a registrant elects to present the information required by 
paragraph (a)(1)(i)(A) of Item 305 regarding terms and information about 
derivative financial instruments, other financial instruments, and 
derivative commodity instruments. These examples are for illustrative 
purposes only. Registrants are not required to display the information 
in the specific format illustrated below. Alternative methods of display 
are permissible as long as the disclosure requirements of the section 
are satisfied. Furthermore, these examples were designed primarily to 
illustrate possible formats for presentation of the information required 
by the disclosure item and do not purport to illustrate the broad range 
of derivative financial instruments, other financial instruments, and 
derivative commodity instruments utilized by registrants.

                        Interest Rate Sensitivity

    The table below provides information about the Company's derivative 
financial instruments and other financial instruments that are sensitive 
to changes in interest rates, including interest rate swaps and debt 
obligations. For debt obligations, the table presents principal cash 
flows and related weighted average interest rates by expected maturity 
dates. For interest rate swaps, the table presents notional amounts and 
weighted average interest rates by expected (contractual) maturity 
dates. Notional amounts are used to calculate the contractual payments 
to be exchanged under the contract. Weighted average variable rates are 
based on implied forward rates in the yield curve at the reporting date. 
The information is presented in U.S. dollar equivalents, which is the 
Company's reporting currency. The instrument's actual cash flows are 
denominated in both U.S. dollars ($US) and German deutschmarks (DM), as 
indicated in parentheses.

                                                                    December 31, 19X1
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Expected maturity date
                                                                ----------------------------------------------------------------------------------------
                                                                                                                                                  Fair
                                                                    19X2       19X3       19X4       19X5       19X6    Thereafter    Total      value
--------------------------------------------------------------------------------------------------------------------------------------------------------
                          Liabilities                                                          (US$ Equivalent in millions)
                                                                ----------------------------------------------------------------------------------------
Long-term Debt:
    Fixed Rate ($US)...........................................       $XXX       $XXX       $XXX       $XXX       $XXX        $XXX       $XXX       $XXX
        Average interest rate..................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
    Fixed Rate (DM)............................................        XXX        XXX        XXX        XXX        XXX         XXX        XXX        XXX
        Average interest rate..................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
    Variable Rate ($US)........................................        XXX        XXX        XXX        XXX        XXX         XXX        XXX        XXX

[[Page 418]]

 
        Average interest rate..................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
                                                                ----------------------------------------------------------------------------------------
                   Interest Rate Derivatives                                                          (In millions)
                                                                ----------------------------------------------------------------------------------------
Interest Rate Swaps:
    Variable to Fixed ($US)....................................       $XXX       $XXX       $XXX       $XXX       $XXX        $XXX       $XXX       $XXX
        Average pay rate.......................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
        Average receive rate...................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
    Fixed to Variable ($US)....................................        XXX        XXX        XXX        XXX        XXX         XXX        XXX        XXX
        Average pay rate.......................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
        Average receive rate...................................       X.X%       X.X%       X.X%       X.X%       X.X%        X.X%       X.X%
--------------------------------------------------------------------------------------------------------------------------------------------------------

                        Exchange Rate Sensitivity

    The table below provides information about the Company's derivative 
financial instruments, other financial instruments, and firmly committed 
sales transactions by functional currency and presents such information 
in U.S. dollar equivalents. \1\ The table summarizes information on 
instruments and transactions that are sensitive to foreign currency 
exchange rates, including foreign currency forward exchange agreements, 
deutschmark (DM)-denominated debt obligations, and firmly committed DM 
sales transactions. For debt obligations, the table presents principal 
cash flows and related weighted average interest rates by expected 
maturity dates. For firmly committed DM-sales transactions, sales 
amounts are presented by the expected transaction date, which are not 
expected to exceed two years. For foreign currency forward exchange 
agreements, the table presents the notional amounts and weighted average 
exchange rates by expected (contractual) maturity dates. These notional 
amounts generally are used to calculate the contractual payments to be 
exchanged under the contract.
---------------------------------------------------------------------------

    \1\ The information is presented in U.S. dollars because that is the 
registrant's reporting currency.

                                                December 31, 19X1
----------------------------------------------------------------------------------------------------------------
                                                          Expected maturity date
                        ----------------------------------------------------------------------------------------
                                                                                                          Fair
                            19X2       19X3       19X4       19X5       19X6    Thereafter    Total      value
----------------------------------------------------------------------------------------------------------------
    On-Balance Sheet
  Financial Instruments                                (US$ Equivalent in millions)
                        ----------------------------------------------------------------------------------------
$US Functional Currency
 \2\:
    Liabilities
    Long-Term Debt:
        Fixed Rate (DM)       $XXX       $XXX       $XXX       $XXX       $XXX        $XXX       $XXX       $XXX
        Average                X.X        X.X        X.X        X.X        X.X         X.X        X.X  .........
         interest rate
                        ----------------------------------------------------------------------------------------
                                                  Expected maturity or transaction date
Anticipated
 Transactions and
 Related Derivatives
 \3\                                                   (US$ Equivalent in millions)
                        ----------------------------------------------------------------------------------------
$US Functional
 Currency:
    Firmly committed          $XXX       $XXX  .........  .........  .........  ..........       $XXX       $XXX
     Sales Contracts
     (DM)
        Forward
         Exchange
         Agreements
        (Receive $US/
         Pay DM):
            Contract           XXX        XXX  .........  .........  .........  ..........        XXX        XXX
             Amount

[[Page 419]]

 
            Average            X.X        X.X  .........  .........  .........  ..........        X.X  .........
             Contractua
             l Exchange
             Rate
----------------------------------------------------------------------------------------------------------------
\2\ Similar tabular information would be provided for other functional currencies.
\3\ Pursuant to General Instruction 4. to Items 305(a) and 305(b) of Regulation S-K, registrants may include
  cash flows from anticipated transactions and operating cash flows resulting from non-financial and non-
  commodity instruments.

                       Commodity Price Sensitivity

    The table below provides information about the Company's corn 
inventory and futures contracts that are sensitive to changes in 
commodity prices, specifically corn prices. For inventory, the table 
presents the carrying amount and fair value at December 31, 19x1. For 
the futures contracts the table presents the notional amounts in 
bushels, the weighted average contract prices, and the total dollar 
contract amount by expected maturity dates, the latest of which occurs 
one year from the reporting date. Contract amounts are used to calculate 
the contractual payments and quantity of corn to be exchanged under the 
futures contracts.

                            December 31, 19X1
------------------------------------------------------------------------
                                                  Carrying
                                                   amount     Fair value
------------------------------------------------------------------------
                                                      (In millions)
    On Balance Sheet Commodity Position and
              Related Derivatives
    Corn Inventory \4\........................         $XXX         $XXX
------------------------------------------------------------------------
                                                  Expected
                                                  maturity       Fair
                                                    1992        value
------------------------------------------------------------------------
              Related Derivatives
Futures Contracts (Short):
    Contract Volumes (100,000 bushels)........          XXX  ...........
    Weighted Average Price (Per 100,000               $X.XX  ...........
     bushels).................................
    Contract Amount ($US in millions).........         $XXX         $XXX
------------------------------------------------------------------------
\4\ Pursuant to General Instruction 4. to Items 305(a) and 305(b) of
  Regulation S-K, registrants may include information on commodity
  positions, such as corn inventory.


[62 FR 6064, Feb. 10, 1997, as amended at 73 FR 958, Jan. 4, 2008; 74 FR 
18617, Apr. 23, 2009; 76 FR 50121, Aug. 12, 2011]



Sec. 229.306  [Reserved]



Sec. 229.307  (Item 307) Disclosure controls and procedures.

    Disclose the conclusions of the registrant's principal executive and 
principal financial officers, or persons performing similar functions, 
regarding the effectiveness of the registrant's disclosure controls and 
procedures (as defined in Sec. 240.13a-15(e) or Sec. 240.15d-15(e) of 
this chapter) as of the end of the period covered by the report, based 
on the evaluation of these controls and procedures required by paragraph 
(b) of Sec. 240.13a-15 or Sec. 240.15d-15 of this chapter.

[68 FR 36663, June 18, 2003]



Sec. 229.308  (Item 308) Internal control over financial reporting.

    (a) Management's annual report on internal control over financial 
reporting. Provide a report of management on the registrant's internal 
control over financial reporting (as defined in Sec. 240.13a-15(f) or 
Sec. 240.15d-15(f) of this chapter) that contains:
    (1) A statement of management's responsibility for establishing and 
maintaining adequate internal control over financial reporting for the 
registrant;
    (2) A statement identifying the framework used by management to 
evaluate the effectiveness of the registrant's internal control over 
financial reporting as required by paragraph (c)

[[Page 420]]

of Sec. 240.13a-15 or Sec. 240.15d-15 of this chapter;
    (3) Management's assessment of the effectiveness of the registrant's 
internal control over financial reporting as of the end of the 
registrant's most recent fiscal year, including a statement as to 
whether or not internal control over financial reporting is effective. 
This discussion must include disclosure of any material weakness in the 
registrant's internal control over financial reporting identified by 
management. Management is not permitted to conclude that the 
registrant's internal control over financial reporting is effective if 
there are one or more material weaknesses in the registrant's internal 
control over financial reporting; and
    (4) If the registrant is an accelerated filer or a large accelerated 
filer (as defined in Sec. 240.12b-2 of this chapter), or otherwise 
includes in its annual report a registered public accounting firm's 
attestation report on internal control over financial reporting, a 
statement that the registered public accounting firm that audited the 
financial statements included in the annual report containing the 
disclosure required by this Item has issued an attestation report on the 
registrant's internal control over financial reporting.
    (b) Attestation report of the registered public accounting firm. If 
the registrant, other than a registrant that is an emerging growth 
company, as defined in Rule 405 of the Securities Act of 1933 
(Sec. 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 
Act of 1934 (Sec. 240.12b-2 of this chapter), is an accelerated filer or 
a large accelerated filer (as defined in Sec. 240.12b-2 of this 
chapter), provide the registered public accounting firm's attestation 
report on the registrant's internal control over financial reporting in 
the registrant's annual report containing the disclosure required by 
this Item.
    (c) Changes in internal control over financial reporting. Disclose 
any change in the registrant's internal control over financial reporting 
identified in connection with the evaluation required by paragraph (d) 
of Sec. 240.13a-15 or 240.15d-15 of this chapter that occurred during 
the registrant's last fiscal quarter (the registrant's fourth fiscal 
quarter in the case of an annual report) that has materially affected, 
or is reasonably likely to materially affect, the registrant's internal 
control over financial reporting.

Instructions to Item 308: 1. A registrant need not comply with 
paragraphs (a) and (b) of this Item until it either had been required to 
file an annual report pursuant to section 13(a) or 15(d) of the Exchange 
Act (15 U.S.C. 78m or 78o(d)) for the prior fiscal year or had filed an 
annual report with the Commission for the prior fiscal year. A 
registrant that does not comply shall include a statement in the first 
annual report that it files in substantially the following form: ``This 
annual report does not include a report of management's assessment 
regarding internal control over financial reporting or an attestation 
report of the company's registered public accounting firm due to a 
transition period established by rules of the Securities and Exchange 
Commission for newly public companies.''
    2. The registrant must maintain evidential matter, including 
documentation, to provide reasonable support for management's assessment 
of the effectiveness of the registrant's internal control over financial 
reporting.

[68 FR 36663, June 18, 2003, as amended at 70 FR 1594, Jan. 7, 2005; 71 
FR 76595, Dec. 21, 2006; 72 FR 35321, June 27, 2007; 75 FR 57387, Sept. 
21, 2010; 82 FR 17552, Apr. 12, 2017]



         Subpart 229.400_Management and Certain Security Holders



Sec. 229.401  (Item 401) Directors, executive officers, promoters and
control persons.

    (a) Identification of directors. List the names and ages of all 
directors of the registrant and all persons nominated or chosen to 
become directors; indicate all positions and offices with the registrant 
held by each such person; state his term of office as director and any 
period(s) during which he has served as such; describe briefly any 
arrangement or understanding between him and any other person(s) (naming 
such person(s)) pursuant to which he was or is to be selected as a 
director or nominee.

Instructions to paragraph (a) of Item 401: 1. Do not include 
arrangements or understandings with directors or officers of the 
registrant acting solely in their capacities as such.
    2. No nominee or person chosen to become a director who has not 
consented to act as such shall be named in response to this Item.

[[Page 421]]

In this regard, with respect to proxy statements, see Rule 14a-4(d) 
under the Exchange Act (Sec. 240.14a-4(d) of this chapter).
    3. If the information called for by this paragraph (a) is being 
presented in a proxy or information statement, no information need be 
given respecting any director whose term of office as a director will 
not continue after the meeting to which the statement relates.
    4. With regard to proxy statements in connection with action to be 
taken concerning the election of directors, if fewer nominees are named 
than the number fixed by or pursuant to the governing instruments, state 
the reasons for this procedure and that the proxies cannot be voted for 
a greater number of persons than the number of nominees named.
    5. With regard to proxy statements in connection with action to be 
taken concerning the election of directors, if the solicitation is made 
by persons other than management, information shall be given as to 
nominees of the persons making the solicitation. In all other instances, 
information shall be given as to directors and persons nominated for 
election or chosen by management to become directors.

    (b) Identification of executive officers. List the names and ages of 
all executive officers of the registrant and all persons chosen to 
become executive officers; indicate all positions and offices with the 
registrant held by each such person; state his term of office as officer 
and the period during which he has served as such and describe briefly 
any arrangement or understanding between him and any other person(s) 
(naming such person) pursuant to which he was or is to be selected as an 
officer.

Instructions to paragraph (b) of Item 401: 1. Do not include 
arrangements or understandings with directors or officers of the 
registrant acting solely in their capacities as such.
    2. No person chosen to become an executive officer who has not 
consented to act as such shall be named in response to this Item.
    3. The information regarding executive officers called for by this 
Item need not be furnished in proxy or information statements prepared 
in accordance with Schedule 14A under the Exchange Act (Sec. 240.14a-101 
of this chapter) by registrants relying on General Instruction G of Form 
10-K under the Exchange Act (Sec. 249.310 of this chapter); Provided, 
that such information is furnished in a separate item captioned 
``Executive officers of the registrant'' and included in Part I of the 
registrant's annual report on Form 10-K.

    (c) Identification of certain significant employees. Where the 
registrant employs persons such as production managers, sales managers, 
or research scientists who are not executive officers but who make or 
are expected to make significant contributions to the business of the 
registrant, such persons shall be identified and their background 
disclosed to the same extent as in the case of executive officers. Such 
disclosure need not be made if the registrant was subject to section 
13(a) or 15(d) of the Exchange Act or was exempt from section 13(a) by 
section 12(g)(2)(G) of such Act immediately prior to the filing of the 
registration statement, report, or statement to which this Item is 
applicable.
    (d) Family relationships. State the nature of any family 
relationship between any director, executive officer, or person 
nominated or chosen by the registrant to become a director or executive 
officer.

Instruction to paragraph 401(d): The term ``family relationship'' means 
any relationship by blood, marriage, or adoption, not more remote than 
first cousin.

    (e) Business experience--(1) Background. Briefly describe the 
business experience during the past five years of each director, 
executive officer, person nominated or chosen to become a director or 
executive officer, and each person named in answer to paragraph (c) of 
Item 401, including: each person's principal occupations and employment 
during the past five years; the name and principal business of any 
corporation or other organization in which such occupations and 
employment were carried on; and whether such corporation or organization 
is a parent, subsidiary or other affiliate of the registrant. In 
addition, for each director or person nominated or chosen to become a 
director, briefly discuss the specific experience, qualifications, 
attributes or skills that led to the conclusion that the person should 
serve as a director for the registrant at the time that the disclosure 
is made, in light of the registrant's business and structure. If 
material, this disclosure should cover more than the past five years, 
including information about the person's particular areas of expertise 
or other relevant qualifications. When an executive officer or person 
named in response to paragraph (c) of Item 401

[[Page 422]]

has been employed by the registrant or a subsidiary of the registrant 
for less than five years, a brief explanation shall be included as to 
the nature of the responsibility undertaken by the individual in prior 
positions to provide adequate disclosure of his or her prior business 
experience. What is required is information relating to the level of his 
or her professional competence, which may include, depending upon the 
circumstances, such specific information as the size of the operation 
supervised.
    (2) Directorships. Indicate any other directorships held, including 
any other directorships held during the past five years, held by each 
director or person nominated or chosen to become a director in any 
company with a class of securities registered pursuant to section 12 of 
the Exchange Act or subject to the requirements of section 15(d) of such 
Act or any company registered as an investment company under the 
Investment Company Act of 1940, 15 U.S.C. 80a-1, et seq., as amended, 
naming such company.

Instruction to Paragraph (e) of Item 401: For the purposes of paragraph 
(e)(2), where the other directorships of each director or person 
nominated or chosen to become a director include directorships of two or 
more registered investment companies that are part of a ``fund complex'' 
as that term is defined in Item 22(a) of Schedule 14A under the Exchange 
Act (Sec. 240.14a-101 of this chapter), the registrant may, rather than 
listing each such investment company, identify the fund complex and 
provide the number of investment company directorships held by the 
director or nominee in such fund complex.

    (f) Involvement in certain legal proceedings. Describe any of the 
following events that occurred during the past ten years and that are 
material to an evaluation of the ability or integrity of any director, 
person nominated to become a director or executive officer of the 
registrant:
    (1) A petition under the Federal bankruptcy laws or any state 
insolvency law was filed by or against, or a receiver, fiscal agent or 
similar officer was appointed by a court for the business or property of 
such person, or any partnership in which he was a general partner at or 
within two years before the time of such filing, or any corporation or 
business association of which he was an executive officer at or within 
two years before the time of such filing;
    (2) Such person was convicted in a criminal proceeding or is a named 
subject of a pending criminal proceeding (excluding traffic violations 
and other minor offenses);
    (3) Such person was the subject of any order, judgment, or decree, 
not subsequently reversed, suspended or vacated, of any court of 
competent jurisdiction, permanently or temporarily enjoining him from, 
or otherwise limiting, the following activities:
    (i) Acting as a futures commission merchant, introducing broker, 
commodity trading advisor, commodity pool operator, floor broker, 
leverage transaction merchant, any other person regulated by the 
Commodity Futures Trading Commission, or an associated person of any of 
the foregoing, or as an investment adviser, underwriter, broker or 
dealer in securities, or as an affiliated person, director or employee 
of any investment company, bank, savings and loan association or 
insurance company, or engaging in or continuing any conduct or practice 
in connection with such activity;
    (ii) Engaging in any type of business practice; or
    (iii) Engaging in any activity in connection with the purchase or 
sale of any security or commodity or in connection with any violation of 
Federal or State securities laws or Federal commodities laws;
    (4) Such person was the subject of any order, judgment or decree, 
not subsequently reversed, suspended or vacated, of any Federal or State 
authority barring, suspending or otherwise limiting for more than 60 
days the right of such person to engage in any activity described in 
paragraph (f)(3)(i) of this section, or to be associated with persons 
engaged in any such activity;
    (5) Such person was found by a court of competent jurisdiction in a 
civil action or by the Commission to have violated any Federal or State 
securities law, and the judgment in such civil action or finding by the 
Commission has not been subsequently reversed, suspended, or vacated;
    (6) Such person was found by a court of competent jurisdiction in a 
civil action or by the Commodity Futures

[[Page 423]]

Trading Commission to have violated any Federal commodities law, and the 
judgment in such civil action or finding by the Commodity Futures 
Trading Commission has not been subsequently reversed, suspended or 
vacated;
    (7) Such person was the subject of, or a party to, any Federal or 
State judicial or administrative order, judgment, decree, or finding, 
not subsequently reversed, suspended or vacated, relating to an alleged 
violation of:
    (i) Any Federal or State securities or commodities law or 
regulation; or
    (ii) Any law or regulation respecting financial institutions or 
insurance companies including, but not limited to, a temporary or 
permanent injunction, order of disgorgement or restitution, civil money 
penalty or temporary or permanent cease-and-desist order, or removal or 
prohibition order; or
    (iii) Any law or regulation prohibiting mail or wire fraud or fraud 
in connection with any business entity; or
    (8) Such person was the subject of, or a party to, any sanction or 
order, not subsequently reversed, suspended or vacated, of any self-
regulatory organization (as defined in Section 3(a)(26) of the Exchange 
Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in 
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or 
any equivalent exchange, association, entity or organization that has 
disciplinary authority over its members or persons associated with a 
member.

Instructions to paragraph (f) of Item 401: 1. For purposes of computing 
the ten-year period referred to in this paragraph, the date of a 
reportable event shall be deemed the date on which the final order, 
judgment or decree was entered, or the date on which any rights of 
appeal from preliminary orders, judgments, or decrees have lapsed. With 
respect to bankruptcy petitions, the computation date shall be the date 
of filing for uncontested petitions or the date upon which approval of a 
contested petition became final.
    2. If any event specified in this paragraph (f) has occurred and 
information in regard thereto is omitted on the grounds that it is not 
material, the registrant may furnish to the Commission, at time of 
filing (or at the time preliminary materials are filed, or ten days 
before definitive materials are filed in preliminary filing is not 
required, pursuant to Rule 14a-6 or 14c-5 under the Exchange Act 
(Secs. 240.14a-6 and 240-14c-5 of this chapter)), as supplemental 
information and not as part of the registration statement, report, or 
proxy or information statement, materials to which the omission relates, 
a description of the event and a statement of the reasons for the 
omission of information in regard thereto.
    3. The registrant is permitted to explain any mitigating 
circumstances associated with events reported pursuant to this 
paragraph.
    4. If the information called for by this paragraph (f) is being 
presented in a proxy or information statement, no information need be 
given respecting any director whose term of office as a director will 
not continue after the meeting to which the statement relates.
    5. This paragraph (f)(7) shall not apply to any settlement of a 
civil proceeding among private litigants.

    (g) Promoters and control persons. (1) Registrants, which have not 
been subject to the reporting requirements of section 13(a) or 15(d) of 
the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) for the twelve months 
immediately prior to the filing of the registration statement, report, 
or statement to which this Item is applicable, and which had a promoter 
at any time during the past five fiscal years, shall describe with 
respect to any promoter, any of the events enumerated in paragraphs 
(f)(1) through (f)(6) of this Item that occurred during the past five 
years and that are material to a voting or investment decision.
    (2) Registrants, which have not been subject to the reporting 
requirements of section 13(a) or 15(d) of the Exchange Act for the 
twelve months immediately prior to the filing of the registration 
statement, report, or statement to which this Item is applicable, shall 
describe with respect to any control person, any of the events 
enumerated in paragraphs (f)(1) through (f)(6) of this section that 
occurred during the past five years and that are material to a voting or 
investment decision.

Instructions to paragraph (g) of Item 401: 1. Instructions 1. through 3. 
to paragraph (f) shall apply to this paragraph (g).
    2. Paragraph (g) shall not apply to any subsidiary of a registrant 
which has been reporting pursuant to Section 13(a) or 15(d) of the

[[Page 424]]

Exchange Act for the twelve months immediately prior to the filing of 
the registration statement, report or statement.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 55665, Dec. 13, 1982; 
48 FR 19874, May 3, 1983; 49 FR 32763, Aug. 16, 1984; 52 FR 48982, Dec. 
29, 1987; 59 FR 52695, Oct. 19, 1994; 70 FR 1594, Jan. 7, 2005; 71 FR 
53241, Sept. 8, 2006; 73 FR 958, Jan. 4, 2008; 74 FR 68362, Dec. 23, 
2009]



Sec. 229.402  (Item 402)  Executive compensation.

    (a) General--(1) Treatment of foreign private issuers. A foreign 
private issuer will be deemed to comply with this Item if it provides 
the information required by Items 6.B and 6.E.2 of Form 20-F (17 CFR 
249.220f), with more detailed information provided if otherwise made 
publicly available or required to be disclosed by the issuer's home 
jurisdiction or a market in which its securities are listed or traded.
    (2) All compensation covered. This Item requires clear, concise and 
understandable disclosure of all plan and non-plan compensation awarded 
to, earned by, or paid to the named executive officers designated under 
paragraph (a)(3) of this Item, and directors covered by paragraph (k) of 
this Item, by any person for all services rendered in all capacities to 
the registrant and its subsidiaries, unless otherwise specifically 
excluded from disclosure in this Item. All such compensation shall be 
reported pursuant to this Item, even if also called for by another 
requirement, including transactions between the registrant and a third 
party where a purpose of the transaction is to furnish compensation to 
any such named executive officer or director. No amount reported as 
compensation for one fiscal year need be reported in the same manner as 
compensation for a subsequent fiscal year; amounts reported as 
compensation for one fiscal year may be required to be reported in a 
different manner pursuant to this Item.
    (3) Persons covered. Disclosure shall be provided pursuant to this 
Item for each of the following (the ``named executive officers''):
    (i) All individuals serving as the registrant's principal executive 
officer or acting in a similar capacity during the last completed fiscal 
year (``PEO''), regardless of compensation level;
    (ii) All individuals serving as the registrant's principal financial 
officer or acting in a similar capacity during the last completed fiscal 
year (``PFO''), regardless of compensation level;
    (iii) The registrant's three most highly compensated executive 
officers other than the PEO and PFO who were serving as executive 
officers at the end of the last completed fiscal year; and
    (iv) Up to two additional individuals for whom disclosure would have 
been provided pursuant to paragraph (a)(3)(iii) of this Item but for the 
fact that the individual was not serving as an executive officer of the 
registrant at the end of the last completed fiscal year.

Instructions to Item 402(a)(3). 1. Determination of most highly 
compensated executive officers. The determination as to which executive 
officers are most highly compensated shall be made by reference to total 
compensation for the last completed fiscal year (as required to be 
disclosed pursuant to paragraph (c)(2)(x) of this Item) reduced by the 
amount required to be disclosed pursuant to paragraph (c)(2)(viii) of 
this Item, provided, however, that no disclosure need be provided for 
any executive officer, other than the PEO and PFO, whose total 
compensation, as so reduced, does not exceed $100,000.
    2. Inclusion of executive officer of subsidiary. It may be 
appropriate for a registrant to include as named executive officers one 
or more executive officers or other employees of subsidiaries in the 
disclosure required by this Item. See Rule 3b-7 under the Exchange Act 
(17 CFR 240.3b-7).
    3. Exclusion of executive officer due to overseas compensation. It 
may be appropriate in limited circumstances for a registrant not to 
include in the disclosure required by this Item an individual, other 
than its PEO or PFO, who is one of the registrant's most highly 
compensated executive officers due to the payment of amounts of cash 
compensation relating to overseas assignments attributed predominantly 
to such assignments.

    (4) Information for full fiscal year. If the PEO or PFO served in 
that capacity during any part of a fiscal year with respect to which 
information is required, information should be provided as to all of his 
or her compensation for the full fiscal year. If a named executive 
officer (other than the PEO or PFO) served as an executive officer of 
the registrant (whether or not in the same position) during any part of 
the fiscal year with respect to which information is required, 
information shall

[[Page 425]]

be provided as to all compensation of that individual for the full 
fiscal year.
    (5) Omission of table or column. A table or column may be omitted if 
there has been no compensation awarded to, earned by, or paid to any of 
the named executive officers or directors required to be reported in 
that table or column in any fiscal year covered by that table.
    (6) Definitions. For purposes of this Item:
    (i) The term stock means instruments such as common stock, 
restricted stock, restricted stock units, phantom stock, phantom stock 
units, common stock equivalent units or any similar instruments that do 
not have option-like features, and the term option means instruments 
such as stock options, stock appreciation rights and similar instruments 
with option-like features. The term stock appreciation rights (``SARs'') 
refers to SARs payable in cash or stock, including SARs payable in cash 
or stock at the election of the registrant or a named executive officer. 
The term equity is used to refer generally to stock and/or options.
    (ii) The term plan includes, but is not limited to, the following: 
Any plan, contract, authorization or arrangement, whether or not set 
forth in any formal document, pursuant to which cash, securities, 
similar instruments, or any other property may be received. A plan may 
be applicable to one person. Except with respect to the disclosure 
required by paragraph (t) of this Item, registrants may omit information 
regarding group life, health, hospitalization, or medical reimbursement 
plans that do not discriminate in scope, terms or operation, in favor of 
executive officers or directors of the registrant and that are available 
generally to all salaried employees.
    (iii) The term incentive plan means any plan providing compensation 
intended to serve as incentive for performance to occur over a specified 
period, whether such performance is measured by reference to financial 
performance of the registrant or an affiliate, the registrant's stock 
price, or any other performance measure. An equity incentive plan is an 
incentive plan or portion of an incentive plan under which awards are 
granted that fall within the scope of FASB ASC Topic 718, Compensation--
Stock Compensation. A non-equity incentive plan is an incentive plan or 
portion of an incentive plan that is not an equity incentive plan. The 
term incentive plan award means an award provided under an incentive 
plan.
    (iv) The terms date of grant or grant date refer to the grant date 
determined for financial statement reporting purposes pursuant to FASB 
ASC Topic 718.
    (v) Closing market price is defined as the price at which the 
registrant's security was last sold in the principal United States 
market for such security as of the date for which the closing market 
price is determined.
    (b) Compensation discussion and analysis. (1) Discuss the 
compensation awarded to, earned by, or paid to the named executive 
officers. The discussion shall explain all material elements of the 
registrant's compensation of the named executive officers. The 
discussion shall describe the following:
    (i) The objectives of the registrant's compensation programs;
    (ii) What the compensation program is designed to reward;
    (iii) Each element of compensation;
    (iv) Why the registrant chooses to pay each element;
    (v) How the registrant determines the amount (and, where applicable, 
the formula) for each element to pay;
    (vi) How each compensation element and the registrant's decisions 
regarding that element fit into the registrant's overall compensation 
objectives and affect decisions regarding other elements; and
    (vii) Whether and, if so, how the registrant has considered the 
results of the most recent shareholder advisory vote on executive 
compensation required by section 14A of the Exchange Act (15 U.S.C. 78n-
1) or Sec. 240.14a-20 of this chapter in determining compensation 
policies and decisions and, if so, how that consideration has affected 
the registrant's executive compensation decisions and policies.
    (2) While the material information to be disclosed under 
Compensation Discussion and Analysis will vary depending upon the facts 
and circumstances,

[[Page 426]]

examples of such information may include, in a given case, among other 
things, the following:
    (i) The policies for allocating between long-term and currently paid 
out compensation;
    (ii) The policies for allocating between cash and non-cash 
compensation, and among different forms of non-cash compensation;
    (iii) For long-term compensation, the basis for allocating 
compensation to each different form of award (such as relationship of 
the award to the achievement of the registrant's long-term goals, 
management's exposure to downside equity performance risk, correlation 
between cost to registrant and expected benefits to the registrant);
    (iv) How the determination is made as to when awards are granted, 
including awards of equity-based compensation such as options;
    (v) What specific items of corporate performance are taken into 
account in setting compensation policies and making compensation 
decisions;
    (vi) How specific forms of compensation are structured and 
implemented to reflect these items of the registrant's performance, 
including whether discretion can be or has been exercised (either to 
award compensation absent attainment of the relevant performance goal(s) 
or to reduce or increase the size of any award or payout), identifying 
any particular exercise of discretion, and stating whether it applied to 
one or more specified named executive officers or to all compensation 
subject to the relevant performance goal(s);
    (vii) How specific forms of compensation are structured and 
implemented to reflect the named executive officer's individual 
performance and/or individual contribution to these items of the 
registrant's performance, describing the elements of individual 
performance and/or contribution that are taken into account;
    (viii) Registrant policies and decisions regarding the adjustment or 
recovery of awards or payments if the relevant registrant performance 
measures upon which they are based are restated or otherwise adjusted in 
a manner that would reduce the size of an award or payment;
    (ix) The factors considered in decisions to increase or decrease 
compensation materially;
    (x) How compensation or amounts realizable from prior compensation 
are considered in setting other elements of compensation (e.g., how 
gains from prior option or stock awards are considered in setting 
retirement benefits);
    (xi) With respect to any contract, agreement, plan or arrangement, 
whether written or unwritten, that provides for payment(s) at, 
following, or in connection with any termination or change-in-control, 
the basis for selecting particular events as triggering payment (e.g., 
the rationale for providing a single trigger for payment in the event of 
a change-in-control);
    (xii) The impact of the accounting and tax treatments of the 
particular form of compensation;
    (xiii) The registrant's equity or other security ownership 
requirements or guidelines (specifying applicable amounts and forms of 
ownership), and any registrant policies regarding hedging the economic 
risk of such ownership;
    (xiv) Whether the registrant engaged in any benchmarking of total 
compensation, or any material element of compensation, identifying the 
benchmark and, if applicable, its components (including component 
companies); and
    (xv) The role of executive officers in determining executive 
compensation.

Instructions to Item 402(b). 1. The purpose of the Compensation 
Discussion and Analysis is to provide to investors material information 
that is necessary to an understanding of the registrant's compensation 
policies and decisions regarding the named executive officers.
    2. The Compensation Discussion and Analysis should be of the 
information contained in the tables and otherwise disclosed pursuant to 
this Item. The Compensation Discussion and Analysis should also cover 
actions regarding executive compensation that were taken after the 
registrant's last fiscal year's end. Actions that should be addressed 
might include, as examples only, the adoption or implementation of new 
or modified programs and policies or specific decisions that were made 
or steps that were taken that could affect a fair understanding of the 
named executive officer's compensation for the last fiscal year. 
Moreover, in some situations it may be necessary to discuss prior years 
in order to give context to the disclosure provided.
    3. The Compensation Discussion and Analysis should focus on the 
material principles

[[Page 427]]

underlying the registrant's executive compensation policies and 
decisions and the most important factors relevant to analysis of those 
policies and decisions. The Compensation Discussion and Analysis shall 
reflect the individual circumstances of the registrant and shall avoid 
boilerplate language and repetition of the more detailed information set 
forth in the tables and narrative disclosures that follow.
    4. Registrants are not required to disclose target levels with 
respect to specific quantitative or qualitative performance-related 
factors considered by the compensation committee or the board of 
directors, or any other factors or criteria involving confidential trade 
secrets or confidential commercial or financial information, the 
disclosure of which would result in competitive harm for the registrant. 
The standard to use when determining whether disclosure would cause 
competitive harm for the registrant is the same standard that would 
apply when a registrant requests confidential treatment of confidential 
trade secrets or confidential commercial or financial information 
pursuant to Securities Act Rule 406 (17 CFR 230.406) and Exchange Act 
Rule 24b-2 (17 CFR 240.24b-2), each of which incorporates the criteria 
for non-disclosure when relying upon Exemption 4 of the Freedom of 
Information Act (5 U.S.C. 552(b)(4)) and Rule 80(b)(4) (17 CFR 
200.80(b)(4)) thereunder. A registrant is not required to seek 
confidential treatment under the procedures in Securities Act Rule 406 
and Exchange Act Rule 24b-2 if it determines that the disclosure would 
cause competitive harm in reliance on this instruction; however, in that 
case, the registrant must discuss how difficult it will be for the 
executive or how likely it will be for the registrant to achieve the 
undisclosed target levels or other factors.
    5. Disclosure of target levels that are non-GAAP financial measures 
will not be subject to Regulation G (17 CFR 244.100--102) and Item 10(e) 
(Sec. 229.10(e)); however, disclosure must be provided as to how the 
number is calculated from the registrant's audited financial statements.

    (c) Summary compensation table--(1) General. Provide the information 
specified in paragraph (c)(2) of this Item, concerning the compensation 
of the named executive officers for each of the registrant's last three 
completed fiscal years, in a Summary Compensation Table in the tabular 
format specified below.

                                                               Summary Compensation Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Change in
                                                                                                               pension value
                                                                                                Non-equity          and          All other
  Name and principal position        Year     Salary ($)   Bonus ($)     Stock      Option    incentive plan   nonqualified    compensation    Total ($)
                                                                      awards ($)  awards ($)   compensation      deferred           ($)
                                                                                                    ($)        compensation
                                                                                                               earnings ($)
(a)                              (b)          (c)         (d)         (e)         (f)         (g)             (h)             (i)             (j)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO............................
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
PFO............................
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
A..............................
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
B..............................
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
C..............................
 
 
--------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 428]]

    (2) The Table shall include:
    (i) The name and principal position of the named executive officer 
(column (a));
    (ii) The fiscal year covered (column (b));
    (iii) The dollar value of base salary (cash and non-cash) earned by 
the named executive officer during the fiscal year covered (column (c));
    (iv) The dollar value of bonus (cash and non-cash) earned by the 
named executive officer during the fiscal year covered (column (d));

Instructions to Item 402(c)(2)(iii) and (iv). 1. If the amount of salary 
or bonus earned in a given fiscal year is not calculable through the 
latest practicable date, a footnote shall be included disclosing that 
the amount of salary or bonus is not calculable through the latest 
practicable date and providing the date that the amount of salary or 
bonus is expected to be determined, and such amount must then be 
disclosed in a filing under Item 5.02(f) of Form 8-K (17 CFR 249.308).
    2. Registrants shall include in the salary column (column (c)) or 
bonus column (column (d)) any amount of salary or bonus forgone at the 
election of a named executive officer under which stock, equity-based or 
other forms of non-cash compensation instead have been received by the 
named executive officer. However, the receipt of any such form of non-
cash compensation instead of salary or bonus must be disclosed in a 
footnote added to the salary or bonus column and, where applicable, 
referring to the Grants of Plan-Based Awards Table (required by 
paragraph (d) of this Item) where the stock, option or non-equity 
incentive plan award elected by the named executive officer is reported.

    (v) For awards of stock, the aggregate grant date fair value 
computed in accordance with FASB ASC Topic 718 (column (e));
    (vi) For awards of options, with or without tandem SARs (including 
awards that subsequently have been transferred), the aggregate grant 
date fair value computed in accordance with FASB ASC Topic 718 (column 
(f));

Instruction 1 to Item 402(c)(2)(v) and (vi). For awards reported in 
columns (e) and (f), include a footnote disclosing all assumptions made 
in the valuation by reference to a discussion of those assumptions in 
the registrant's financial statements, footnotes to the financial 
statements, or discussion in the Management's Discussion and Analysis. 
The sections so referenced are deemed part of the disclosure provided 
pursuant to this Item.
Instruction 2 to Item 402(c)(2)(v) and (vi). If at any time during the 
last completed fiscal year, the registrant has adjusted or amended the 
exercise price of options or SARs previously awarded to a named 
executive officer, whether through amendment, cancellation or 
replacement grants, or any other means (``repriced''), or otherwise has 
materially modified such awards, the registrant shall include, as awards 
required to be reported in column (f), the incremental fair value, 
computed as of the repricing or modification date in accordance with 
FASB ASC Topic 718, with respect to that repriced or modified award.
Instruction 3 to Item 402(c)(2)(v) and (vi). For any awards that are 
subject to performance conditions, report the value at the grant date 
based upon the probable outcome of such conditions. This amount should 
be consistent with the estimate of aggregate compensation cost to be 
recognized over the service period determined as of the grant date under 
FASB ASC Topic 718, excluding the effect of estimated forfeitures. In a 
footnote to the table, disclose the value of the award at the grant date 
assuming that the highest level of performance conditions will be 
achieved if an amount less than the maximum was included in the table.

    (vii) The dollar value of all earnings for services performed during 
the fiscal year pursuant to awards under non-equity incentive plans as 
defined in paragraph (a)(6)(iii) of this Item, and all earnings on any 
outstanding awards (column (g));

Instructions to Item 402(c)(2)(vii). 1. If the relevant performance 
measure is satisfied during the fiscal year (including for a single year 
in a plan with a multi-year performance measure), the earnings are 
reportable for that fiscal year, even if not payable until a later date, 
and are not reportable again in the fiscal year when amounts are paid to 
the named executive officer.
    2. All earnings on non-equity incentive plan compensation must be 
identified and quantified in a footnote to column (g), whether the 
earnings were paid during the fiscal year, payable during the period but 
deferred at the election of the named executive officer, or payable by 
their terms at a later date.

    (viii) The sum of the amounts specified in paragraphs 
(c)(2)(viii)(A) and (B) of this Item (column (h)) as follows:
    (A) The aggregate change in the actuarial present value of the named 
executive officer's accumulated benefit under all defined benefit and 
actuarial pension plans (including supplemental

[[Page 429]]

plans) from the pension plan measurement date used for financial 
statement reporting purposes with respect to the registrant's audited 
financial statements for the prior completed fiscal year to the pension 
plan measurement date used for financial statement reporting purposes 
with respect to the registrant's audited financial statements for the 
covered fiscal year; and
    (B) Above-market or preferential earnings on compensation that is 
deferred on a basis that is not tax-qualified, including such earnings 
on nonqualified defined contribution plans;

Instructions to Item 402(c)(2)(viii). 1. The disclosure required 
pursuant to paragraph (c)(2)(viii)(A) of this Item applies to each plan 
that provides for the payment of retirement benefits, or benefits that 
will be paid primarily following retirement, including but not limited 
to tax-qualified defined benefit plans and supplemental executive 
retirement plans, but excluding tax-qualified defined contribution plans 
and nonqualified defined contribution plans. For purposes of this 
disclosure, the registrant should use the same amounts required to be 
disclosed pursuant to paragraph (h)(2)(iv) of this Item for the covered 
fiscal year and the amounts that were or would have been required to be 
reported for the executive officer pursuant to paragraph (h)(2)(iv) of 
this Item for the prior completed fiscal year.
    2. Regarding paragraph (c)(2)(viii)(B) of this Item, interest on 
deferred compensation is above-market only if the rate of interest 
exceeds 120% of the applicable federal long-term rate, with compounding 
(as prescribed under section 1274(d) of the Internal Revenue Code, (26 
U.S.C. 1274(d))) at the rate that corresponds most closely to the rate 
under the registrant's plan at the time the interest rate or formula is 
set. In the event of a discretionary reset of the interest rate, the 
requisite calculation must be made on the basis of the interest rate at 
the time of such reset, rather than when originally established. Only 
the above-market portion of the interest must be included. If the 
applicable interest rates vary depending upon conditions such as a 
minimum period of continued service, the reported amount should be 
calculated assuming satisfaction of all conditions to receiving interest 
at the highest rate. Dividends (and dividend equivalents) on deferred 
compensation denominated in the registrant's stock (``deferred stock'') 
are preferential only if earned at a rate higher than dividends on the 
registrant's common stock. Only the preferential portion of the 
dividends or equivalents must be included. Footnote or narrative 
disclosure may be provided explaining the registrant's criteria for 
determining any portion considered to be above-market.
    3. The registrant shall identify and quantify by footnote the 
separate amounts attributable to each of paragraphs (c)(2)(viii)(A) and 
(B) of this Item. Where such amount pursuant to paragraph 
(c)(2)(viii)(A) is negative, it should be disclosed by footnote but 
should not be reflected in the sum reported in column (h).

    (ix) All other compensation for the covered fiscal year that the 
registrant could not properly report in any other column of the Summary 
Compensation Table (column (i)). Each compensation item that is not 
properly reportable in columns (c)-(h), regardless of the amount of the 
compensation item, must be included in column (i). Such compensation 
must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless the 
aggregate amount of such compensation is less than $10,000;
    (B) All ``gross-ups'' or other amounts reimbursed during the fiscal 
year for the payment of taxes;
    (C) For any security of the registrant or its subsidiaries purchased 
from the registrant or its subsidiaries (through deferral of salary or 
bonus, or otherwise) at a discount from the market price of such 
security at the date of purchase, unless that discount is available 
generally, either to all security holders or to all salaried employees 
of the registrant, the compensation cost, if any, computed in accordance 
with FASB ASC Topic 718;
    (D) The amount paid or accrued to any named executive officer 
pursuant to a plan or arrangement in connection with:
    (1) Any termination, including without limitation through 
retirement, resignation, severance or constructive termination 
(including a change in responsibilities) of such executive officer's 
employment with the registrant and its subsidiaries; or
    (2) A change in control of the registrant;
    (E) Registrant contributions or other allocations to vested and 
unvested defined contribution plans;
    (F) The dollar value of any insurance premiums paid by, or on behalf 
of, the registrant during the covered fiscal year with respect to life 
insurance for

[[Page 430]]

the benefit of a named executive officer; and
    (G) The dollar value of any dividends or other earnings paid on 
stock or option awards, when those amounts were not factored into the 
grant date fair value required to be reported for the stock or option 
award in column (e) or (f); and

Instructions to Item 402(c)(2)(ix). 1. Non-equity incentive plan awards 
and earnings and earnings on stock and options, except as specified in 
paragraph (c)(2)(ix)(G) of this Item, are required to be reported 
elsewhere as provided in this Item and are not reportable as All Other 
Compensation in column (i).
    2. Benefits paid pursuant to defined benefit and actuarial plans are 
not reportable as All Other Compensation in column (i) unless 
accelerated pursuant to a change in control; information concerning 
these plans is reportable pursuant to paragraphs (c)(2)(viii)(A) and (h) 
of this Item.
    3. Any item reported for a named executive officer pursuant to 
paragraph (c)(2)(ix) of this Item that is not a perquisite or personal 
benefit and whose value exceeds $10,000 must be identified and 
quantified in a footnote to column (i). This requirement applies only to 
compensation for the last fiscal year. All items of compensation are 
required to be included in the Summary Compensation Table without regard 
to whether such items are required to be identified other than as 
specifically noted in this Item.
    4. Perquisites and personal benefits may be excluded as long as the 
total value of all perquisites and personal benefits for a named 
executive officer is less than $10,000. If the total value of all 
perquisites and personal benefits is $10,000 or more for any named 
executive officer, then each perquisite or personal benefit, regardless 
of its amount, must be identified by type. If perquisites and personal 
benefits are required to be reported for a named executive officer 
pursuant to this rule, then each perquisite or personal benefit that 
exceeds the greater of $25,000 or 10% of the total amount of perquisites 
and personal benefits for that officer must be quantified and disclosed 
in a footnote. The requirements for identification and quantification 
apply only to compensation for the last fiscal year. Perquisites and 
other personal benefits shall be valued on the basis of the aggregate 
incremental cost to the registrant. With respect to the perquisite or 
other personal benefit for which footnote quantification is required, 
the registrant shall describe in the footnote its methodology for 
computing the aggregate incremental cost. Reimbursements of taxes owed 
with respect to perquisites or other personal benefits must be included 
in column (i) and are subject to separate quantification and 
identification as tax reimbursements (paragraph (c)(2)(ix)(B) of this 
Item) even if the associated perquisites or other personal benefits are 
not required to be included because the total amount of all perquisites 
or personal benefits for an individual named executive officer is less 
than $10,000 or are required to be identified but are not required to be 
separately quantified.
    5. For purposes of paragraph (c)(2)(ix)(D) of this Item, an accrued 
amount is an amount for which payment has become due.

    (x) The dollar value of total compensation for the covered fiscal 
year (column (j)). With respect to each named executive officer, 
disclose the sum of all amounts reported in columns (c) through (i).

Instructions to Item 402(c). 1. Information with respect to fiscal years 
prior to the last completed fiscal year will not be required if the 
registrant was not a reporting company pursuant to section 13(a) or 
15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) at any time 
during that year, except that the registrant will be required to provide 
information for any such year if that information previously was 
required to be provided in response to a Commission filing requirement.
    2. All compensation values reported in the Summary Compensation 
Table must be reported in dollars and rounded to the nearest dollar. 
Reported compensation values must be reported numerically, providing a 
single numerical value for each grid in the table. Where compensation 
was paid to or received by a named executive officer in a different 
currency, a footnote must be provided to identify that currency and 
describe the rate and methodology used to convert the payment amounts to 
dollars.
    3. If a named executive officer is also a director who receives 
compensation for his or her services as a director, reflect that 
compensation in the Summary Compensation Table and provide a footnote 
identifying and itemizing such compensation and amounts. Use the 
categories in the Director Compensation Table required pursuant to 
paragraph (k) of this Item.
    4. Any amounts deferred, whether pursuant to a plan established 
under section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), or 
otherwise, shall be included in the appropriate column for the fiscal 
year in which earned.

    (d) Grants of plan-based awards table. (1) Provide the information 
specified in paragraph (d)(2) of this Item, concerning each grant of an 
award made to a named executive officer in the last completed fiscal 
year under any plan, including awards that subsequently

[[Page 431]]

have been transferred, in the following tabular format:

                                                               Grants of Plan-Based Awards
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                          Estimated future payouts     Estimated future payouts     All
                                                         under non-equity incentive  under equity incentive plan   other
                                                                plan awards                     awards             stock    All other             Grant
                                                       ---------------------------------------------------------- awards:    option    Exercise    date
                                                                                                                   Number    awards:    or base    fair
                                                Grant                                                                of     Number of  price of   value
                     Name                        date                                                              shares  securities   option      of
                                                        Threshold   Target  Maximum  Threshold   Target  Maximum     of    underlying   awards    stock
                                                           ($)       ($)      ($)       (#)       (#)      (#)     stock     options    ($/Sh)     and
                                                                                                                     or        (#)                option
                                                                                                                   units                          awards
                                                                                                                    (#)
(a)                                                (b)       (c)       (d)      (e)       (f)       (g)      (h)      (i)        (j)        (k)      (l)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO
--------------------------------------------------------------------------------------------------------------------------------------------------------
PFO
--------------------------------------------------------------------------------------------------------------------------------------------------------
A
--------------------------------------------------------------------------------------------------------------------------------------------------------
B
--------------------------------------------------------------------------------------------------------------------------------------------------------
C
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the named executive officer (column (a));
    (ii) The grant date for equity-based awards reported in the table 
(column (b)). If such grant date is different than the date on which the 
compensation committee (or a committee of the board of directors 
performing a similar function or the full board of directors) takes 
action or is deemed to take action to grant such awards, a separate, 
adjoining column shall be added between columns (b) and (c) showing such 
date;
    (iii) The dollar value of the estimated future payout upon 
satisfaction of the conditions in question under non-equity incentive 
plan awards granted in the fiscal year, or the applicable range of 
estimated payouts denominated in dollars (threshold, target and maximum 
amount) (columns (c) through (e));
    (iv) The number of shares of stock, or the number of shares 
underlying options to be paid out or vested upon satisfaction of the 
conditions in question under equity incentive plan awards granted in the 
fiscal year, or the applicable range of estimated payouts denominated in 
the number of shares of stock, or the number of shares underlying 
options under the award (threshold, target and maximum amount) (columns 
(f) through (h));
    (v) The number of shares of stock granted in the fiscal year that 
are not required to be disclosed in columns (f) through (h) (column 
(i));
    (vi) The number of securities underlying options granted in the 
fiscal year that are not required to be disclosed in columns (f) through 
(h) (column (j));
    (vii) The per-share exercise or base price of the options granted in 
the fiscal year (column (k)). If such exercise or base price is less 
than the closing market price of the underlying security on the date of 
the grant, a separate, adjoining column showing the closing market price 
on the date of the grant shall be added after column (k) and
    (viii) The grant date fair value of each equity award computed in 
accordance with FASB ASC Topic 718 (column (l)). If at any time during 
the last completed fiscal year, the registrant has adjusted or amended 
the exercise or base price of options, SARs or similar option-like 
instruments previously awarded to a named executive officer, whether 
through amendment, cancellation or replacement grants, or any other 
means (``repriced''), or otherwise has materially modified such awards, 
the incremental fair value, computed as of the repricing or modification 
date in accordance with FASB ASC Topic 718, with respect to that 
repriced or modified award, shall be reported.


[[Page 432]]


Instructions to Item 402(d). 1. Disclosure on a separate line shall be 
provided in the Table for each grant of an award made to a named 
executive officer during the fiscal year. If grants of awards were made 
to a named executive officer during the fiscal year under more than one 
plan, identify the particular plan under which each such grant was made.
    2. For grants of incentive plan awards, provide the information 
called for by columns (c), (d) and (e), or (f), (g) and (h), as 
applicable. For columns (c) and (f), threshold refers to the minimum 
amount payable for a certain level of performance under the plan. For 
columns (d) and (g), target refers to the amount payable if the 
specified performance target(s) are reached. For columns (e) and (h), 
maximum refers to the maximum payout possible under the plan. If the 
award provides only for a single estimated payout, that amount must be 
reported as the target in columns (d) and (g). In columns (d) and (g), 
registrants must provide a representative amount based on the previous 
fiscal year's performance if the target amount is not determinable.
    3. In determining if the exercise or base price of an option is less 
than the closing market price of the underlying security on the date of 
the grant, the registrant may use either the closing market price as 
specified in paragraph (a)(6)(v) of this Item, or if no market exists, 
any other formula prescribed for the security. Whenever the exercise or 
base price reported in column (k) is not the closing market price, 
describe the methodology for determining the exercise or base price 
either by a footnote or accompanying textual narrative.
    4. A tandem grant of two instruments, only one of which is granted 
under an incentive plan, such as an option granted in tandem with a 
performance share, need be reported only in column (i) or (j), as 
applicable. For example, an option granted in tandem with a performance 
share would be reported only as an option grant in column (j), with the 
tandem feature noted either by a footnote or accompanying textual 
narrative.
    5. Disclose the dollar amount of consideration, if any, paid by the 
executive officer for the award in a footnote to the appropriate column.
    6. If non-equity incentive plan awards are denominated in units or 
other rights, a separate, adjoining column between columns (b) and (c) 
shall be added quantifying the units or other rights awarded.
    7. Options, SARs and similar option-like instruments granted in 
connection with a repricing transaction or other material modification 
shall be reported in this Table. However, the disclosure required by 
this Table does not apply to any repricing that occurs through a pre-
existing formula or mechanism in the plan or award that results in the 
periodic adjustment of the option or SAR exercise or base price, an 
antidilution provision in a plan or award, or a recapitalization or 
similar transaction equally affecting all holders of the class of 
securities underlying the options or SARs.
    8. For any equity awards that are subject to performance conditions, 
report in column (l) the value at the grant date based upon the probable 
outcome of such conditions. This amount should be consistent with the 
estimate of aggregate compensation cost to be recognized over the 
service period determined as of the grant date under FASB ASC Topic 718, 
excluding the effect of estimated forfeitures.

    (e) Narrative disclosure to summary compensation table and grants of 
plan-based awards table. (1) Provide a narrative description of any 
material factors necessary to an understanding of the information 
disclosed in the tables required by paragraphs (c) and (d) of this Item. 
Examples of such factors may include, in given cases, among other 
things:
    (i) The material terms of each named executive officer's employment 
agreement or arrangement, whether written or unwritten;
    (ii) If at any time during the last fiscal year, any outstanding 
option or other equity-based award was repriced or otherwise materially 
modified (such as by extension of exercise periods, the change of 
vesting or forfeiture conditions, the change or elimination of 
applicable performance criteria, or the change of the bases upon which 
returns are determined), a description of each such repricing or other 
material modification;
    (iii) The material terms of any award reported in response to 
paragraph (d) of this Item, including a general description of the 
formula or criteria to be applied in determining the amounts payable, 
and the vesting schedule. For example, state where applicable that 
dividends will be paid on stock, and if so, the applicable dividend rate 
and whether that rate is preferential. Describe any performance-based 
conditions, and any other material conditions, that are applicable to 
the award. For purposes of the Table required by paragraph (d) of this 
Item and the narrative disclosure required by paragraph (e) of this 
Item, performance-based conditions include both performance conditions 
and market conditions, as

[[Page 433]]

those terms are defined in FASB ASC Topic 718; and
    (iv) An explanation of the amount of salary and bonus in proportion 
to total compensation.

Instructions to Item 402(e)(1). 1. The disclosure required by paragraph 
(e)(1)(ii) of this Item would not apply to any repricing that occurs 
through a pre-existing formula or mechanism in the plan or award that 
results in the periodic adjustment of the option or SAR exercise or base 
price, an antidilution provision in a plan or award, or a 
recapitalization or similar transaction equally affecting all holders of 
the class of securities underlying the options or SARs.
    2. Instructions 4 and 5 to Item 402(b) apply regarding disclosure 
pursuant to paragraph (e)(1) of this Item of target levels with respect 
to specific quantitative or qualitative performance-related factors 
considered by the compensation committee or the board of directors, or 
any other factors or criteria involving confidential trade secrets or 
confidential commercial or financial information, the disclosure of 
which would result in competitive harm for the registrant.

    (2) [Reserved]
    (f) Outstanding equity awards at fiscal year-end table. (1) Provide 
the information specified in paragraph (f)(2) of this Item, concerning 
unexercised options; stock that has not vested; and equity incentive 
plan awards for each named executive officer outstanding as of the end 
of the registrant's last completed fiscal year in the following tabular 
format:

                                                      Outstanding Equity Awards at Fiscal Year-End
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Option awards                                      Stock awards
                                                    ----------------------------------------------------------------------------------------------------
                                                                                                                                                 Equity
                                                                                                                                      Equity   incentive
                                                                                                                    Number  Market  incentive     plan
                                                                                    Equity                            of     value     plan     awards:
                                                                                  incentive                         shares    of     awards:   market or
                                                      Number of     Number of        plan                             or    shares  number of    payout
                                                      securities    securities     awards:     Option                units    or     unearned   value of
                        Name                          underlying    underlying    number of   exercise    Option      of     units   shares,    unearned
                                                     unexercised   unexercised    securities    price   expiration   stock    of     units or   shares,
                                                     options (#)   options (#)    underlying     ($)       date      that    stock    other     units or
                                                     exercisable  unexercisable  unexercised                         have    that     rights     other
                                                                                   unearned                           not    have   that have    rights
                                                                                 options (#)                        vested    not      not     that have
                                                                                                                      (#)   vested    vested      not
                                                                                                                              (#)      (#)       vested
                                                                                                                                                  ($)
(a)                                                        (b)           (c)           (d)        (e)        (f)       (g)     (h)       (i)        (j)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO................................................
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
PFO
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
A
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
B
 
--------------------------------------------------------------------------------------------------------------------------------------------------------
C
 
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the named executive officer (column (a));
    (ii) On an award-by-award basis, the number of securities underlying 
unexercised options, including awards that have been transferred other 
than for value, that are exercisable and that are not reported in column 
(d) (column (b));
    (iii) On an award-by-award basis, the number of securities 
underlying unexercised options, including awards that have been 
transferred other than for value, that are unexercisable and

[[Page 434]]

that are not reported in column (d) (column (c));
    (iv) On an award-by-award basis, the total number of shares 
underlying unexercised options awarded under any equity incentive plan 
that have not been earned (column (d));
    (v) For each instrument reported in columns (b), (c) and (d), as 
applicable, the exercise or base price (column (e));
    (vi) For each instrument reported in columns (b), (c) and (d), as 
applicable, the expiration date (column (f));
    (vii) The total number of shares of stock that have not vested and 
that are not reported in column (i) (column (g));
    (viii) The aggregate market value of shares of stock that have not 
vested and that are not reported in column (j) (column (h));
    (ix) The total number of shares of stock, units or other rights 
awarded under any equity incentive plan that have not vested and that 
have not been earned, and, if applicable the number of shares underlying 
any such unit or right (column (i)); and
    (x) The aggregate market or payout value of shares of stock, units 
or other rights awarded under any equity incentive plan that have not 
vested and that have not been earned (column (j)).

Instructions to Item 402(f)(2). 1. Identify by footnote any award that 
has been transferred other than for value, disclosing the nature of the 
transfer.
    2. The vesting dates of options, shares of stock and equity 
incentive plan awards held at fiscal-year end must be disclosed by 
footnote to the applicable column where the outstanding award is 
reported.
    3. Compute the market value of stock reported in column (h) and 
equity incentive plan awards of stock reported in column (j) by 
multiplying the closing market price of the registrant's stock at the 
end of the last completed fiscal year by the number of shares or units 
of stock or the amount of equity incentive plan awards, respectively. 
The number of shares or units reported in columns (d) or (i), and the 
payout value reported in column (j), shall be based on achieving 
threshold performance goals, except that if the previous fiscal year's 
performance has exceeded the threshold, the disclosure shall be based on 
the next higher performance measure (target or maximum) that exceeds the 
previous fiscal year's performance. If the award provides only for a 
single estimated payout, that amount should be reported. If the target 
amount is not determinable, registrants must provide a representative 
amount based on the previous fiscal year's performance.
    4. Multiple awards may be aggregated where the expiration date and 
the exercise and/or base price of the instruments is identical. A single 
award consisting of a combination of options, SARs and/or similar 
option-like instruments shall be reported as separate awards with 
respect to each tranche with a different exercise and/or base price or 
expiration date.
    5. Options or stock awarded under an equity incentive plan are 
reported in columns (d) or (i) and (j), respectively, until the relevant 
performance condition has been satisfied. Once the relevant performance 
condition has been satisfied, even if the option or stock award is 
subject to forfeiture conditions, options are reported in column (b) or 
(c), as appropriate, until they are exercised or expire, or stock is 
reported in columns (g) and (h) until it vests.

    (g) Option exercises and stock vested table. (1) Provide the 
information specified in paragraph (g)(2) of this Item, concerning each 
exercise of stock options, SARs and similar instruments, and each 
vesting of stock, including restricted stock, restricted stock units and 
similar instruments, during the last completed fiscal year for each of 
the named executive officers on an aggregated basis in the following 
tabular format:

                                        Option Exercises and Stock Vested
----------------------------------------------------------------------------------------------------------------
                                       Option awards                                 Stock awards
                      ------------------------------------------------------------------------------------------
         Name             Number of shares                              Number of shares
                        acquired on exercise    Value realized on     acquired on vesting     Value realized on
                                (#)                exercise ($)               (#)                vesting ($)
(a)                    (b)                    (c)                    (d)                    (e)
----------------------------------------------------------------------------------------------------------------
PEO
 
----------------------------------------------------------------------------------------------------------------
PFO
 
----------------------------------------------------------------------------------------------------------------

[[Page 435]]

 
A
 
----------------------------------------------------------------------------------------------------------------
B
 
----------------------------------------------------------------------------------------------------------------
C
 
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The number of securities for which the options were exercised 
(column (b));
    (iii) The aggregate dollar value realized upon exercise of options, 
or upon the transfer of an award for value (column (c));
    (iv) The number of shares of stock that have vested (column (d)); 
and
    (v) The aggregate dollar value realized upon vesting of stock, or 
upon the transfer of an award for value (column (e)).

Instruction to Item 402(g)(2). Report in column (c) the aggregate dollar 
amount realized by the named executive officer upon exercise of the 
options or upon the transfer of such instruments for value. Compute the 
dollar amount realized upon exercise by determining the difference 
between the market price of the underlying securities at exercise and 
the exercise or base price of the options. Do not include the value of 
any related payment or other consideration provided (or to be provided) 
by the registrant to or on behalf of a named executive officer, whether 
in payment of the exercise price or related taxes. (Any such payment or 
other consideration provided by the registrant is required to be 
disclosed in accordance with paragraph (c)(2)(ix) of this Item.) Report 
in column (e) the aggregate dollar amount realized by the named 
executive officer upon the vesting of stock or the transfer of such 
instruments for value. Compute the aggregate dollar amount realized upon 
vesting by multiplying the number of shares of stock or units by the 
market value of the underlying shares on the vesting date. For any 
amount realized upon exercise or vesting for which receipt has been 
deferred, provide a footnote quantifying the amount and disclosing the 
terms of the deferral.

    (h) Pension benefits. (1) Provide the information specified in 
paragraph (h)(2) of this Item with respect to each plan that provides 
for payments or other benefits at, following, or in connection with 
retirement, in the following tabular format:

                                                Pension Benefits
----------------------------------------------------------------------------------------------------------------
                                                                        Present value of
         Name                Plan name           Number of years      accumulated benefit   Payments during last
                                               credited service (#)           ($)              fiscal year ($)
(a)                    (b)                    (c)                    (d)                    (e)
----------------------------------------------------------------------------------------------------------------
PEO
 
----------------------------------------------------------------------------------------------------------------
PFO
 
----------------------------------------------------------------------------------------------------------------
A
 
----------------------------------------------------------------------------------------------------------------
B
 
----------------------------------------------------------------------------------------------------------------

[[Page 436]]

 
C
 
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The name of the plan (column (b));
    (iii) The number of years of service credited to the named executive 
officer under the plan, computed as of the same pension plan measurement 
date used for financial statement reporting purposes with respect to the 
registrant's audited financial statements for the last completed fiscal 
year (column (c));
    (iv) The actuarial present value of the named executive officer's 
accumulated benefit under the plan, computed as of the same pension plan 
measurement date used for financial statement reporting purposes with 
respect to the registrant's audited financial statements for the last 
completed fiscal year (column (d)); and
    (v) The dollar amount of any payments and benefits paid to the named 
executive officer during the registrant's last completed fiscal year 
(column (e)).

Instructions to Item 402(h)(2). 1. The disclosure required pursuant to 
this Table applies to each plan that provides for specified retirement 
payments and benefits, or payments and benefits that will be provided 
primarily following retirement, including but not limited to tax-
qualified defined benefit plans and supplemental executive retirement 
plans, but excluding tax-qualified defined contribution plans and 
nonqualified defined contribution plans. Provide a separate row for each 
such plan in which the named executive officer participates.
    2. For purposes of the amount(s) reported in column (d), the 
registrant must use the same assumptions used for financial reporting 
purposes under generally accepted accounting principles, except that 
retirement age shall be assumed to be the normal retirement age as 
defined in the plan, or if not so defined, the earliest time at which a 
participant may retire under the plan without any benefit reduction due 
to age. The registrant must disclose in the accompanying textual 
narrative the valuation method and all material assumptions applied in 
quantifying the present value of the current accrued benefit. A benefit 
specified in the plan document or the executive's contract itself is not 
an assumption. Registrants may satisfy all or part of this disclosure by 
reference to a discussion of those assumptions in the registrant's 
financial statements, footnotes to the financial statements, or 
discussion in the Management's Discussion and Analysis. The sections so 
referenced are deemed part of the disclosure provided pursuant to this 
Item.
    3. For purposes of allocating the current accrued benefit between 
tax qualified defined benefit plans and related supplemental plans, 
apply the limitations applicable to tax qualified defined benefit plans 
established by the Internal Revenue Code and the regulations thereunder 
that applied as of the pension plan measurement date.
    4. If a named executive officer's number of years of credited 
service with respect to any plan is different from the named executive 
officer's number of actual years of service with the registrant, provide 
footnote disclosure quantifying the difference and any resulting benefit 
augmentation.

    (3) Provide a succinct narrative description of any material factors 
necessary to an understanding of each plan covered by the tabular 
disclosure required by this paragraph. While material factors will vary 
depending upon the facts, examples of such factors may include, in given 
cases, among other things:
    (i) The material terms and conditions of payments and benefits 
available under the plan, including the plan's normal retirement payment 
and benefit formula and eligibility standards, and the effect of the 
form of benefit elected on the amount of annual benefits. For this 
purpose, normal retirement means retirement at the normal retirement age 
as defined in the plan, or if not so defined, the earliest time at which 
a participant may retire under

[[Page 437]]

the plan without any benefit reduction due to age;
    (ii) If any named executive officer is currently eligible for early 
retirement under any plan, identify that named executive officer and the 
plan, and describe the plan's early retirement payment and benefit 
formula and eligibility standards. For this purpose, early retirement 
means retirement at the early retirement age as defined in the plan, or 
otherwise available to the executive under the plan;
    (iii) The specific elements of compensation (e.g., salary, bonus, 
etc.) included in applying the payment and benefit formula, identifying 
each such element;
    (iv) With respect to named executive officers' participation in 
multiple plans, the different purposes for each plan; and
    (v) Registrant policies with regard to such matters as granting 
extra years of credited service.
    (i) Nonqualified defined contribution and other nonqualified 
deferred compensation plans. (1) Provide the information specified in 
paragraph (i)(2) of this Item with respect to each defined contribution 
or other plan that provides for the deferral of compensation on a basis 
that is not tax-qualified in the following tabular format:

                                       Nonqualified Deferred Compensation
----------------------------------------------------------------------------------------------------------------
                       Executive          Registrant         Aggregate          Aggregate
       Name         contributions in   contributions in   earnings in last     withdrawals/    Aggregate balance
                      last FY ($)        last FY ($)           FY ($)       distributions ($)   at last FYE ($)
(a)                (b)                (c)                (d)                (e)                (f)
----------------------------------------------------------------------------------------------------------------
PEO
 
----------------------------------------------------------------------------------------------------------------
PFO
 
----------------------------------------------------------------------------------------------------------------
A
 
----------------------------------------------------------------------------------------------------------------
B
 
----------------------------------------------------------------------------------------------------------------
C
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The dollar amount of aggregate executive contributions during 
the registrant's last fiscal year (column (b));
    (iii) The dollar amount of aggregate registrant contributions during 
the registrant's last fiscal year (column (c));
    (iv) The dollar amount of aggregate interest or other earnings 
accrued during the registrant's last fiscal year (column (d));
    (v) The aggregate dollar amount of all withdrawals by and 
distributions to the executive during the registrant's last fiscal year 
(column (e)); and
    (vi) The dollar amount of total balance of the executive's account 
as of the end of the registrant's last fiscal year (column (f)).

Instruction to Item 402(i)(2). Provide a footnote quantifying the extent 
to which amounts reported in the contributions and earnings columns are 
reported as compensation in the last completed fiscal year in the 
registrant's Summary Compensation Table and amounts reported in the 
aggregate balance at last fiscal year end (column (f)) previously were 
reported as compensation to the named executive officer in the 
registrant's Summary Compensation Table for previous years.

    (3) Provide a succinct narrative description of any material factors 
necessary to an understanding of each plan covered by tabular disclosure 
required by this paragraph. While material factors will vary depending 
upon the facts, examples of such factors may

[[Page 438]]

include, in given cases, among other things:
    (i) The type(s) of compensation permitted to be deferred, and any 
limitations (by percentage of compensation or otherwise) on the extent 
to which deferral is permitted;
    (ii) The measures for calculating interest or other plan earnings 
(including whether such measure(s) are selected by the executive or the 
registrant and the frequency and manner in which selections may be 
changed), quantifying interest rates and other earnings measures 
applicable during the registrant's last fiscal year; and
    (iii) Material terms with respect to payouts, withdrawals and other 
distributions.
    (j) Potential payments upon termination or change-in-control. 
Regarding each contract, agreement, plan or arrangement, whether written 
or unwritten, that provides for payment(s) to a named executive officer 
at, following, or in connection with any termination, including without 
limitation resignation, severance, retirement or a constructive 
termination of a named executive officer, or a change in control of the 
registrant or a change in the named executive officer's 
responsibilities, with respect to each named executive officer:
    (1) Describe and explain the specific circumstances that would 
trigger payment(s) or the provision of other benefits, including 
perquisites and health care benefits;
    (2) Describe and quantify the estimated payments and benefits that 
would be provided in each covered circumstance, whether they would or 
could be lump sum, or annual, disclosing the duration, and by whom they 
would be provided;
    (3) Describe and explain how the appropriate payment and benefit 
levels are determined under the various circumstances that trigger 
payments or provision of benefits;
    (4) Describe and explain any material conditions or obligations 
applicable to the receipt of payments or benefits, including but not 
limited to non-compete, non-solicitation, non-disparagement or 
confidentiality agreements, including the duration of such agreements 
and provisions regarding waiver of breach of such agreements; and
    (5) Describe any other material factors regarding each such 
contract, agreement, plan or arrangement.

Instructions to Item 402(j). 1. The registrant must provide quantitative 
disclosure under these requirements, applying the assumptions that the 
triggering event took place on the last business day of the registrant's 
last completed fiscal year, and the price per share of the registrant's 
securities is the closing market price as of that date. In the event 
that uncertainties exist as to the provision of payments and benefits or 
the amounts involved, the registrant is required to make a reasonable 
estimate (or a reasonable estimated range of amounts) applicable to the 
payment or benefit and disclose material assumptions underlying such 
estimates or estimated ranges in its disclosure. In such event, the 
disclosure would require forward-looking information as appropriate.
    2. Perquisites and other personal benefits or property may be 
excluded only if the aggregate amount of such compensation will be less 
than $10,000. Individual perquisites and personal benefits shall be 
identified and quantified as required by Instruction 4 to paragraph 
(c)(2)(ix) of this Item. For purposes of quantifying health care 
benefits, the registrant must use the assumptions used for financial 
reporting purposes under generally accepted accounting principles.
    3. To the extent that the form and amount of any payment or benefit 
that would be provided in connection with any triggering event is fully 
disclosed pursuant to paragraph (h) or (i) of this Item, reference may 
be made to that disclosure. However, to the extent that the form or 
amount of any such payment or benefit would be enhanced or its vesting 
or other provisions accelerated in connection with any triggering event, 
such enhancement or acceleration must be disclosed pursuant to this 
paragraph.
    4. Where a triggering event has actually occurred for a named 
executive officer and that individual was not serving as a named 
executive officer of the registrant at the end of the last completed 
fiscal year, the disclosure required by this paragraph for that named 
executive officer shall apply only to that triggering event.
    5. The registrant need not provide information with respect to 
contracts, agreements, plans or arrangements to the extent they do not 
discriminate in scope, terms or operation, in favor of executive 
officers of the registrant and that are available generally to all 
salaried employees.

    (k) Compensation of directors. (1) Provide the information specified 
in paragraph (k)(2) of this Item, concerning the compensation of the 
directors for

[[Page 439]]

the registrant's last completed fiscal year, in the following tabular 
format:

                                              Director Compensation
----------------------------------------------------------------------------------------------------------------
                                                                        Change in
                                                                      pension value
             Fees earned                               Non-equity          and           All other
    Name      or paid in     Stock        Option     incentive plan    nonqualified    compensation    Total ($)
               cash ($)    awards ($)   awards ($)    compensation       deferred           ($)
                                                          ($)          compensation
                                                                         earnings
(a)          (b)          (c)          (d)          (e)              (f)              (g)             (h)
----------------------------------------------------------------------------------------------------------------
A
 
----------------------------------------------------------------------------------------------------------------
B
 
----------------------------------------------------------------------------------------------------------------
C
 
----------------------------------------------------------------------------------------------------------------
D
 
----------------------------------------------------------------------------------------------------------------
E
 
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of each director unless such director is also a named 
executive officer under paragraph (a) of this Item and his or her 
compensation for service as a director is fully reflected in the Summary 
Compensation Table pursuant to paragraph (c) of this Item and otherwise 
as required pursuant to paragraphs (d) through (j) of this Item (column 
(a));
    (ii) The aggregate dollar amount of all fees earned or paid in cash 
for services as a director, including annual retainer fees, committee 
and/or chairmanship fees, and meeting fees (column (b));
    (iii) For awards of stock, the aggregate grant date fair value 
computed in accordance with FASB ASC Topic 718 (column (c));
    (iv) For awards of options, with or without tandem SARs (including 
awards that subsequently have been transferred), the aggregate grant 
date fair value computed in accordance with FASB ASC Topic 718 (column 
(d));

Instruction to Item 402(k)(2)(iii) and (iv). For each director, disclose 
by footnote to the appropriate column: the grant date fair value of each 
equity award computed in accordance with FASB ASC Topic 718; for each 
option, SAR or similar option like instrument for which the registrant 
has adjusted or amended the exercise or base price during the last 
completed fiscal year, whether through amendment, cancellation or 
replacement grants, or any other means (``repriced''), or otherwise has 
materially modified such awards, the incremental fair value, computed as 
of the repricing or modification date in accordance with FASB ASC Topic 
718; and the aggregate number of stock awards and the aggregate number 
of option awards outstanding at fiscal year end. However, the disclosure 
required by this Instruction does not apply to any repricing that occurs 
through a pre-existing formula or mechanism in the plan or award that 
results in the periodic adjustment of the option or SAR exercise or base 
price, an antidilution provision in a plan or award, or a 
recapitalization or similar transaction equally affecting all holders of 
the class of securities underlying the options or SARs.

    (v) The dollar value of all earnings for services performed during 
the fiscal year pursuant to non-equity incentive plans as defined in 
paragraph (a)(6)(iii) of this Item, and all earnings on any outstanding 
awards (column (e));
    (vi) The sum of the amounts specified in paragraphs (k)(2)(vi)(A) 
and (B) of this Item (column (f)) as follows:
    (A) The aggregate change in the actuarial present value of the 
director's

[[Page 440]]

accumulated benefit under all defined benefit and actuarial pension 
plans (including supplemental plans) from the pension plan measurement 
date used for financial statement reporting purposes with respect to the 
registrant's audited financial statements for the prior completed fiscal 
year to the pension plan measurement date used for financial statement 
reporting purposes with respect to the registrant's audited financial 
statements for the covered fiscal year; and
    (B) Above-market or preferential earnings on compensation that is 
deferred on a basis that is not tax-qualified, including such earnings 
on nonqualified defined contribution plans;
    (vii) All other compensation for the covered fiscal year that the 
registrant could not properly report in any other column of the Director 
Compensation Table (column (g)). Each compensation item that is not 
properly reportable in columns (b)-(f), regardless of the amount of the 
compensation item, must be included in column (g). Such compensation 
must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless the 
aggregate amount of such compensation is less than $10,000;
    (B) All ``gross-ups'' or other amounts reimbursed during the fiscal 
year for the payment of taxes;
    (C) For any security of the registrant or its subsidiaries purchased 
from the registrant or its subsidiaries (through deferral of salary or 
bonus, or otherwise) at a discount from the market price of such 
security at the date of purchase, unless that discount is available 
generally, either to all security holders or to all salaried employees 
of the registrant, the compensation cost, if any, computed in accordance 
with FASB ASC Topic 718;
    (D) The amount paid or accrued to any director pursuant to a plan or 
arrangement in connection with:
    (1) The resignation, retirement or any other termination of such 
director; or
    (2) A change in control of the registrant;
    (E) Registrant contributions or other allocations to vested and 
unvested defined contribution plans;
    (F) Consulting fees earned from, or paid or payable by the 
registrant and/or its subsidiaries (including joint ventures);
    (G) The annual costs of payments and promises of payments pursuant 
to director legacy programs and similar charitable award programs;
    (H) The dollar value of any insurance premiums paid by, or on behalf 
of, the registrant during the covered fiscal year with respect to life 
insurance for the benefit of a director; and
    (I) The dollar value of any dividends or other earnings paid on 
stock or option awards, when those amounts were not factored into the 
grant date fair value required to be reported for the stock or option 
award in column (c) or (d); and

Instructions to Item 402(k)(2)(vii). 1. Programs in which registrants 
agree to make donations to one or more charitable institutions in a 
director's name, payable by the registrant currently or upon a 
designated event, such as the retirement or death of the director, are 
charitable awards programs or director legacy programs for purposes of 
the disclosure required by paragraph (k)(2)(vii)(G) of this Item. 
Provide footnote disclosure of the total dollar amount payable under the 
program and other material terms of each such program for which tabular 
disclosure is provided.
    2. Any item reported for a director pursuant to paragraph 
(k)(2)(vii) of this Item that is not a perquisite or personal benefit 
and whose value exceeds $10,000 must be identified and quantified in a 
footnote to column (g). All items of compensation are required to be 
included in the Director Compensation Table without regard to whether 
such items are required to be identified other than as specifically 
noted in this Item.
    3. Perquisites and personal benefits may be excluded as long as the 
total value of all perquisites and personal benefits for a director is 
less than $10,000. If the total value of all perquisites and personal 
benefits is $10,000 or more for any director, then each perquisite or 
personal benefit, regardless of its amount, must be identified by type. 
If perquisites and personal benefits are required to be reported for a 
director pursuant to this rule, then each perquisite or personal benefit 
that exceeds the greater of $25,000 or 10% of the total amount of 
perquisites and personal benefits for that director must be quantified 
and disclosed in a footnote. Perquisites and other personal benefits 
shall be valued on the basis of the aggregate incremental cost to the 
registrant. With respect to the perquisite or other personal benefit for 
which

[[Page 441]]

footnote quantification is required, the registrant shall describe in 
the footnote its methodology for computing the aggregate incremental 
cost. Reimbursements of taxes owed with respect to perquisites or other 
personal benefits must be included in column (g) and are subject to 
separate quantification and identification as tax reimbursements 
(paragraph (k)(2)(vii)(B) of this Item) even if the associated 
perquisites or other personal benefits are not required to be included 
because the total amount of all perquisites or personal benefits for an 
individual director is less than $10,000 or are required to be 
identified but are not required to be separately quantified.

    (viii) The dollar value of total compensation for the covered fiscal 
year (column (h)). With respect to each director, disclose the sum of 
all amounts reported in columns (b) through (g).

Instruction to Item 402(k)(2). Two or more directors may be grouped in a 
single row in the Table if all elements of their compensation are 
identical. The names of the directors for whom disclosure is presented 
on a group basis should be clear from the Table.

    (3) Narrative to director compensation table. Provide a narrative 
description of any material factors necessary to an understanding of the 
director compensation disclosed in this Table. While material factors 
will vary depending upon the facts, examples of such factors may 
include, in given cases, among other things:
    (i) A description of standard compensation arrangements (such as 
fees for retainer, committee service, service as chairman of the board 
or a committee, and meeting attendance); and
    (ii) Whether any director has a different compensation arrangement, 
identifying that director and describing the terms of that arrangement.

Instruction to Item 402(k). In addition to the Instruction to paragraphs 
(k)(2)(iii) and (iv) and the Instructions to paragraph (k)(2)(vii) of 
this Item, the following apply equally to paragraph (k) of this Item: 
Instructions 2 and 4 to paragraph (c) of this Item; Instructions to 
paragraphs (c)(2)(iii) and (iv) of this Item; Instructions to paragraphs 
(c)(2)(v) and (vi) of this Item; Instructions to paragraph (c)(2)(vii) 
of this Item; Instructions to paragraph (c)(2)(viii) of this Item; and 
Instructions 1 and 5 to paragraph (c)(2)(ix) of this Item. These 
Instructions apply to the columns in the Director Compensation Table 
that are analogous to the columns in the Summary Compensation Table to 
which they refer and to disclosures under paragraph (k) of this Item 
that correspond to analogous disclosures provided for in paragraph (c) 
of this Item to which they refer.

    (l) Smaller reporting companies and emerging growth companies. A 
registrant that qualifies as a ``smaller reporting company,'' as defined 
by Item 10(f) (Sec. 229.10(f)(1)), or is an ``emerging growth company,'' 
as defined in Rule 405 of the Securities Act (Sec. 230.405 of this 
chapter) or Rule 12b-2 of the Exchange Act (Sec. 240.12b-2 of this 
chapter), may provide the scaled disclosure in paragraphs (m) through 
(r) instead of paragraphs (a) through (k), (s), and (u) of this Item.
    (m) Smaller reporting companies--General--(1) All compensation 
covered. This Item requires clear, concise and understandable disclosure 
of all plan and non-plan compensation awarded to, earned by, or paid to 
the named executive officers designated under paragraph (m)(2) of this 
Item, and directors covered by paragraph (r) of this Item, by any person 
for all services rendered in all capacities to the smaller reporting 
company and its subsidiaries, unless otherwise specifically excluded 
from disclosure in this Item. All such compensation shall be reported 
pursuant to this Item, even if also called for by another requirement, 
including transactions between the smaller reporting company and a third 
party where a purpose of the transaction is to furnish compensation to 
any such named executive officer or director. No amount reported as 
compensation for one fiscal year need be reported in the same manner as 
compensation for a subsequent fiscal year; amounts reported as 
compensation for one fiscal year may be required to be reported in a 
different manner pursuant to this Item.
    (2) Persons covered. Disclosure shall be provided pursuant to this 
Item for each of the following (the ``named executive officers''):
    (i) All individuals serving as the smaller reporting company's 
principal executive officer or acting in a similar capacity during the 
last completed fiscal year (``PEO''), regardless of compensation level;
    (ii) The smaller reporting company's two most highly compensated 
executive officers other than the PEO who

[[Page 442]]

were serving as executive officers at the end of the last completed 
fiscal year; and
    (iii) Up to two additional individuals for whom disclosure would 
have been provided pursuant to paragraph (m)(2)(ii) of this Item but for 
the fact that the individual was not serving as an executive officer of 
the smaller reporting company at the end of the last completed fiscal 
year.

Instructions to Item 402(m)(2). 1. Determination of most highly 
compensated executive officers. The determination as to which executive 
officers are most highly compensated shall be made by reference to total 
compensation for the last completed fiscal year (as required to be 
disclosed pursuant to paragraph (n)(2)(x) of this Item) reduced by the 
amount required to be disclosed pursuant to paragraph (n)(2)(viii) of 
this Item, provided, however, that no disclosure need be provided for 
any executive officer, other than the PEO, whose total compensation, as 
so reduced, does not exceed $100,000.
    2. Inclusion of executive officer of a subsidiary. It may be 
appropriate for a smaller reporting company to include as named 
executive officers one or more executive officers or other employees of 
subsidiaries in the disclosure required by this Item. See Rule 3b-7 
under the Exchange Act (17 CFR 240.3b-7).
    3. Exclusion of executive officer due to overseas compensation. It 
may be appropriate in limited circumstances for a smaller reporting 
company not to include in the disclosure required by this Item an 
individual, other than its PEO, who is one of the smaller reporting 
company's most highly compensated executive officers due to the payment 
of amounts of cash compensation relating to overseas assignments 
attributed predominantly to such assignments.

    (3) Information for full fiscal year. If the PEO served in that 
capacity during any part of a fiscal year with respect to which 
information is required, information should be provided as to all of his 
or her compensation for the full fiscal year. If a named executive 
officer (other than the PEO) served as an executive officer of the 
smaller reporting company (whether or not in the same position) during 
any part of the fiscal year with respect to which information is 
required, information shall be provided as to all compensation of that 
individual for the full fiscal year.
    (4) Omission of table or column. A table or column may be omitted if 
there has been no compensation awarded to, earned by, or paid to any of 
the named executive officers or directors required to be reported in 
that table or column in any fiscal year covered by that table.
    (5) Definitions. For purposes of this Item:
    (i) The term stock means instruments such as common stock, 
restricted stock, restricted stock units, phantom stock, phantom stock 
units, common stock equivalent units or any similar instruments that do 
not have option-like features, and the term option means instruments 
such as stock options, stock appreciation rights and similar instruments 
with option-like features. The term stock appreciation rights (``SARs'') 
refers to SARs payable in cash or stock, including SARs payable in cash 
or stock at the election of the smaller reporting company or a named 
executive officer. The term equity is used to refer generally to stock 
and/or options.
    (ii) The term plan includes, but is not limited to, the following: 
Any plan, contract, authorization or arrangement, whether or not set 
forth in any formal document, pursuant to which cash, securities, 
similar instruments, or any other property may be received. A plan may 
be applicable to one person. Except with respect to disclosure required 
by paragraph (t) of this Item, smaller reporting companies may omit 
information regarding group life, health, hospitalization, or medical 
reimbursement plans that do not discriminate in scope, terms or 
operation, in favor of executive officers or directors of the smaller 
reporting company and that are available generally to all salaried 
employees.
    (iii) The term incentive plan means any plan providing compensation 
intended to serve as incentive for performance to occur over a specified 
period, whether such performance is measured by reference to financial 
performance of the smaller reporting company or an affiliate, the 
smaller reporting company's stock price, or any other performance 
measure. An equity incentive plan is an incentive plan or portion of an 
incentive plan under which awards are granted that fall within the scope 
of FASB ASC Topic 718. A non-equity incentive plan is an incentive plan 
or portion of an incentive

[[Page 443]]

plan that is not an equity incentive plan. The term incentive plan award 
means an award provided under an incentive plan.
    (iv) The terms date of grant or grant date refer to the grant date 
determined for financial statement reporting purposes pursuant to FASB 
ASC Topic 718.
    (v) Closing market price is defined as the price at which the 
smaller reporting company's security was last sold in the principal 
United States market for such security as of the date for which the 
closing market price is determined.
    (n) Smaller reporting companies--Summary compensation table--(1) 
General. Provide the information specified in paragraph (n)(2) of this 
Item, concerning the compensation of the named executive officers for 
each of the smaller reporting company's last two completed fiscal years, 
in a Summary Compensation Table in the tabular format specified below.

                                                               Summary Compensation Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Nonequity
                                                                                      Stock    Option    incentive   Nonqualified    All other
               Name and principal position                  Year    Salary   Bonus    awards   awards      plan        deferred    compensation   Total
                                                                     ($)      ($)      ($)      ($)    compensation  compensation       ($)        ($)
                                                                                                            ($)      earnings ($)
(a)                                                           (b)      (c)      (d)      (e)      (f)           (g)           (h)           (i)      (j)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO
A
B
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name and principal position of the named executive officer 
(column (a));
    (ii) The fiscal year covered (column (b));
    (iii) The dollar value of base salary (cash and non-cash) earned by 
the named executive officer during the fiscal year covered (column (c));
    (iv) The dollar value of bonus (cash and non-cash) earned by the 
named executive officer during the fiscal year covered (column (d));

Instructions to Item 402(n)(2)(iii) and (iv). 1. If the amount of salary 
or bonus earned in a given fiscal year is not calculable through the 
latest practicable date, a footnote shall be included disclosing that 
the amount of salary or bonus is not calculable through the latest 
practicable date and providing the date that the amount of salary or 
bonus is expected to be determined, and such amount must then be 
disclosed in a filing under Item 5.02(f) of Form 8-K (17 CFR 249.308).
    2. Smaller reporting companies shall include in the salary column 
(column (c)) or bonus column (column (d)) any amount of salary or bonus 
forgone at the election of a named executive officer under which stock, 
equity-based or other forms of non-cash compensation instead have been 
received by the named executive officer. However, the receipt of any 
such form of non-cash compensation instead of salary or bonus must be 
disclosed in a footnote added to the salary or bonus column and, where 
applicable, referring to the narrative disclosure to the Summary 
Compensation Table (required by paragraph (o) of this Item) where the 
material terms of the stock, option or non-equity incentive plan award 
elected by the named executive officer are reported.

    (v) For awards of stock, the aggregate grant date fair value 
computed in accordance with FASB ASC Topic 718 (column (e));
    (vi) For awards of options, with or without tandem SARs (including 
awards that subsequently have been transferred), the aggregate grant 
date fair value computed in accordance with FASB ASC Topic 718 (column 
(f));

Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi). For awards reported 
in columns (e) and (f), include a footnote disclosing all assumptions 
made in the valuation by reference to a discussion of those assumptions 
in the smaller reporting company's financial statements, footnotes to 
the financial statements, or discussion in the Management's Discussion 
and Analysis. The sections so referenced are deemed part of the 
disclosure provided pursuant to this Item.

[[Page 444]]

Instruction 2 to Item 402(n)(2)(v) and (n)(2)(vi). If at any time during 
the last completed fiscal year, the smaller reporting company has 
adjusted or amended the exercise price of options or SARs previously 
awarded to a named executive officer, whether through amendment, 
cancellation or replacement grants, or any other means (``repriced''), 
or otherwise has materially modified such awards, the smaller reporting 
company shall include, as awards required to be reported in column (f), 
the incremental fair value, computed as of the repricing or modification 
date in accordance with FASB ASC Topic 718, with respect to that 
repriced or modified award.
Instruction 3 to Item 402(n)(2)(v) and (vi). For any awards that are 
subject to performance conditions, report the value at the grant date 
based upon the probable outcome of such conditions. This amount should 
be consistent with the estimate of aggregate compensation cost to be 
recognized over the service period determined as of the grant date under 
FASB ASC Topic 718, excluding the effect of estimated forfeitures. In a 
footnote to the table, disclose the value of the award at the grant date 
assuming that the highest level of performance conditions will be 
achieved if an amount less than the maximum was included in the table.

    (vii) The dollar value of all earnings for services performed during 
the fiscal year pursuant to awards under non-equity incentive plans as 
defined in paragraph (m)(5)(iii) of this Item, and all earnings on any 
outstanding awards (column (g));

Instructions to Item 402(n)(2)(vii). 1. If the relevant performance 
measure is satisfied during the fiscal year (including for a single year 
in a plan with a multi-year performance measure), the earnings are 
reportable for that fiscal year, even if not payable until a later date, 
and are not reportable again in the fiscal year when amounts are paid to 
the named executive officer.
    2. All earnings on non-equity incentive plan compensation must be 
identified and quantified in a footnote to column (g), whether the 
earnings were paid during the fiscal year, payable during the period but 
deferred at the election of the named executive officer, or payable by 
their terms at a later date.

    (viii) Above-market or preferential earnings on compensation that is 
deferred on a basis that is not tax-qualified, including such earnings 
on nonqualified defined contribution plans (column (h));

Instruction to Item 402(n)(2)(viii). Interest on deferred compensation 
is above-market only if the rate of interest exceeds 120% of the 
applicable federal long-term rate, with compounding (as prescribed under 
section 1274(d) of the Internal Revenue Code, (26 U.S.C. 1274(d))) at 
the rate that corresponds most closely to the rate under the smaller 
reporting company's plan at the time the interest rate or formula is 
set. In the event of a discretionary reset of the interest rate, the 
requisite calculation must be made on the basis of the interest rate at 
the time of such reset, rather than when originally established. Only 
the above-market portion of the interest must be included. If the 
applicable interest rates vary depending upon conditions such as a 
minimum period of continued service, the reported amount should be 
calculated assuming satisfaction of all conditions to receiving interest 
at the highest rate. Dividends (and dividend equivalents) on deferred 
compensation denominated in the smaller reporting company's stock 
(``deferred stock'') are preferential only if earned at a rate higher 
than dividends on the smaller reporting company's common stock. Only the 
preferential portion of the dividends or equivalents must be included. 
Footnote or narrative disclosure may be provided explaining the smaller 
reporting company's criteria for determining any portion considered to 
be above-market.

    (ix) All other compensation for the covered fiscal year that the 
smaller reporting company could not properly report in any other column 
of the Summary Compensation Table (column (i)). Each compensation item 
that is not properly reportable in columns (c) through (h), regardless 
of the amount of the compensation item, must be included in column (i). 
Such compensation must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless the 
aggregate amount of such compensation is less than $10,000;
    (B) All ``gross-ups'' or other amounts reimbursed during the fiscal 
year for the payment of taxes;
    (C) For any security of the smaller reporting company or its 
subsidiaries purchased from the smaller reporting company or its 
subsidiaries (through deferral of salary or bonus, or otherwise) at a 
discount from the market price of such security at the date of purchase, 
unless that discount is available generally, either to all security 
holders or to all salaried employees of the smaller reporting company, 
the

[[Page 445]]

compensation cost, if any, computed in accordance with FASB ASC Topic 
718;
    (D) The amount paid or accrued to any named executive officer 
pursuant to a plan or arrangement in connection with:
    (1) Any termination, including without limitation through 
retirement, resignation, severance or constructive termination 
(including a change in responsibilities) of such executive officer's 
employment with the smaller reporting company and its subsidiaries; or
    (2) A change in control of the smaller reporting company;
    (E) Smaller reporting company contributions or other allocations to 
vested and unvested defined contribution plans;
    (F) The dollar value of any insurance premiums paid by, or on behalf 
of, the smaller reporting company during the covered fiscal year with 
respect to life insurance for the benefit of a named executive officer; 
and
    (G) The dollar value of any dividends or other earnings paid on 
stock or option awards, when those amounts were not factored into the 
grant date fair value required to be reported for the stock or option 
award in column (e) or (f); and

Instructions to Item 402(n)(2)(ix). 1. Non-equity incentive plan awards 
and earnings and earnings on stock or options, except as specified in 
paragraph (n)(2)(ix)(G) of this Item, are required to be reported 
elsewhere as provided in this Item and are not reportable as All Other 
Compensation in column (i).
    2. Benefits paid pursuant to defined benefit and actuarial plans are 
not reportable as All Other Compensation in column (i) unless 
accelerated pursuant to a change in control; information concerning 
these plans is reportable pursuant to paragraph (q)(1) of this Item.
    3. Reimbursements of taxes owed with respect to perquisites or other 
personal benefits must be included in the columns as tax reimbursements 
(paragraph (n)(2)(ix)(B) of this Item) even if the associated 
perquisites or other personal benefits are not required to be included 
because the aggregate amount of such compensation is less than $10,000.
    4. Perquisites and other personal benefits shall be valued on the 
basis of the aggregate incremental cost to the smaller reporting 
company.
    5. For purposes of paragraph (n)(2)(ix)(D) of this Item, an accrued 
amount is an amount for which payment has become due.

    (x) The dollar value of total compensation for the covered fiscal 
year (column (j)). With respect to each named executive officer, 
disclose the sum of all amounts reported in columns (c) through (i).

Instructions to Item 402(n). 1. Information with respect to the fiscal 
year prior to the last completed fiscal year will not be required if the 
smaller reporting company was not a reporting company pursuant to 
section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) 
at any time during that year, except that the smaller reporting company 
will be required to provide information for any such year if that 
information previously was required to be provided in response to a 
Commission filing requirement.
    2. All compensation values reported in the Summary Compensation 
Table must be reported in dollars and rounded to the nearest dollar. 
Reported compensation values must be reported numerically, providing a 
single numerical value for each grid in the table. Where compensation 
was paid to or received by a named executive officer in a different 
currency, a footnote must be provided to identify that currency and 
describe the rate and methodology used to convert the payment amounts to 
dollars.
    3. If a named executive officer is also a director who receives 
compensation for his or her services as a director, reflect that 
compensation in the Summary Compensation Table and provide a footnote 
identifying and itemizing such compensation and amounts. Use the 
categories in the Director Compensation Table required pursuant to 
paragraph (r) of this Item.
    4. Any amounts deferred, whether pursuant to a plan established 
under section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), or 
otherwise, shall be included in the appropriate column for the fiscal 
year in which earned.

    (o) Smaller reporting companies--Narrative disclosure to summary 
compensation table. Provide a narrative description of any material 
factors necessary to an understanding of the information disclosed in 
the Table required by paragraph (n) of this Item. Examples of such 
factors may include, in given cases, among other things:
    (1) The material terms of each named executive officer's employment 
agreement or arrangement, whether written or unwritten;
    (2) If at any time during the last fiscal year, any outstanding 
option or other equity-based award was repriced or otherwise materially 
modified (such as by extension of exercise periods, the

[[Page 446]]

change of vesting or forfeiture conditions, the change or elimination of 
applicable performance criteria, or the change of the bases upon which 
returns are determined), a description of each such repricing or other 
material modification;
    (3) The waiver or modification of any specified performance tarfget, 
goal or condition to payout with respect to any amount included in non-
stock incentive plan compensation or payouts reported in column (g) to 
the Summary Compensation Table required by paragraph (n) of this Item, 
stating whether the waiver or modification applied to one or more 
specified named executive officers or to all compensation subject to the 
target, goal or condition;
    (4) The material terms of each grant, including but not limited to 
the date of exercisability, any conditions to exercisability, any tandem 
feature, any reload feature, any tax-reimbursement feature, and any 
provision that could cause the exercise price to be lowered;
    (5) The material terms of any non-equity incentive plan award made 
to a named executive officer during the last completed fiscal year, 
including a general description of the formula or criteria to be applied 
in determining the amounts payable and vesting schedule;
    (6) The method of calculating earnings on nonqualified deferred 
compensation plans including nonqualified defined contribution plans; 
and
    (7) An identification to the extent material of any item included 
under All Other Compensation (column (i)) in the Summary Compensation 
Table. Identification of an item shall not be considered material if it 
does not exceed the greater of $25,000 or 10% of all items included in 
the specified category in question set forth in paragraph (n)(2)(ix) of 
this Item. All items of compensation are required to be included in the 
Summary Compensation Table without regard to whether such items are 
required to be identified.

Instruction to Item 402(o). The disclosure required by paragraph (o)(2) 
of this Item would not apply to any repricing that occurs through a pre-
existing formula or mechanism in the plan or award that results in the 
periodic adjustment of the option or SAR exercise or base price, an 
antidilution provision in a plan or award, or a recapitalization or 
similar transaction equally affecting all holders of the class of 
securities underlying the options or SARs.

    (p) Smaller reporting companies--Outstanding equity awards at fiscal 
year-end table. (1) Provide the information specified in paragraph 
(p)(2) of this Item, concerning unexercised options; stock that has not 
vested; and equity incentive plan awards for each named executive 
officer outstanding as of the end of the smaller reporting company's 
last completed fiscal year in the following tabular format:

[[Page 447]]



                                                      Outstanding Equity Awards at Fiscal Year-End
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                             Option awards                                      Stock awards
                                                    ----------------------------------------------------------------------------------------------------
                                                                                                                                                 Equity
                                                                                                                                      Equity   incentive
                                                                                                                    Number  Market  incentive     plan
                                                                                    Equity                            of     value     plan     awards:
                                                                                  incentive                         shares    of     awards:   Market or
                                                      Number of     Number of        plan                             or    shares  Number of    payout
                                                      securities    securities     awards:     Option                units    of     unearned   value of
                        Name                          underlying    underlying    Number of   exercise    Option      of     units   shares,    unearned
                                                     unexercised   unexercised    securities    price   expiration   stock    of     units or   shares,
                                                     options (#)   options (#)    underlying     ($)       date      that    stock    other     units or
                                                     exercisable  unexercisable  unexercised                         have    that     rights     other
                                                                                   unearned                           not    have   that have    rights
                                                                                 options (#)                        vested    not      not     that have
                                                                                                                      (#)   vested    vested      not
                                                                                                                              ($)      (#)       vested
                                                                                                                                                  ($)
(a)                                                        (b)           (c)           (d)        (e)        (f)       (g)     (h)       (i)        (j)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO
A
B
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the named executive officer (column (a));
    (ii) On an award-by-award basis, the number of securities underlying 
unexercised options, including awards that have been transferred other 
than for value, that are exercisable and that are not reported in column 
(d) (column (b));
    (iii) On an award-by-award basis, the number of securities 
underlying unexercised options, including awards that have been 
transferred other than for value, that are unexercisable and that are 
not reported in column (d) (column (c));
    (iv) On an award-by-award basis, the total number of shares 
underlying unexercised options awarded under any equity incentive plan 
that have not been earned (column (d));
    (v) For each instrument reported in columns (b), (c) and (d), as 
applicable, the exercise or base price (column (e));
    (vi) For each instrument reported in columns (b), (c) and (d), as 
applicable, the expiration date (column (f));
    (vii) The total number of shares of stock that have not vested and 
that are not reported in column (i) (column (g));
    (viii) The aggregate market value of shares of stock that have not 
vested and that are not reported in column (j) (column (h));
    (ix) The total number of shares of stock, units or other rights 
awarded under any equity incentive plan that have not vested and that 
have not been earned, and, if applicable the number of shares underlying 
any such unit or right (column (i)); and
    (x) The aggregate market or payout value of shares of stock, units 
or other rights awarded under any equity incentive plan that have not 
vested and that have not been earned (column (j)).

Instructions to Item 402(p)(2). 1. Identify by footnote any award that 
has been transferred other than for value, disclosing the nature of the 
transfer.
    2. The vesting dates of options, shares of stock and equity 
incentive plan awards held at fiscal-year end must be disclosed by 
footnote to the applicable column where the outstanding award is 
reported.
    3. Compute the market value of stock reported in column (h) and 
equity incentive plan awards of stock reported in column (j) by 
multiplying the closing market price of the smaller reporting company's 
stock at the end of the last completed fiscal year by the number of 
shares or units of stock or the

[[Page 448]]

amount of equity incentive plan awards, respectively. The number of 
shares or units reported in column (d) or (i), and the payout value 
reported in column (j), shall be based on achieving threshold 
performance goals, except that if the previous fiscal year's performance 
has exceeded the threshold, the disclosure shall be based on the next 
higher performance measure (target or maximum) that exceeds the previous 
fiscal year's performance. If the award provides only for a single 
estimated payout, that amount should be reported. If the target amount 
is not determinable, smaller reporting companies must provide a 
representative amount based on the previous fiscal year's performance.
    4. Multiple awards may be aggregated where the expiration date and 
the exercise and/or base price of the instruments is identical. A single 
award consisting of a combination of options, SARs and/or similar 
option-like instruments shall be reported as separate awards with 
respect to each tranche with a different exercise and/or base price or 
expiration date.
    5. Options or stock awarded under an equity incentive plan are 
reported in columns (d) or (i) and (j), respectively, until the relevant 
performance condition has been satisfied. Once the relevant performance 
condition has been satisfied, even if the option or stock award is 
subject to forfeiture conditions, options are reported in column (b) or 
(c), as appropriate, until they are exercised or expire, or stock is 
reported in columns (g) and (h) until it vests.

    (q) Smaller reporting companies--Additional narrative disclosure. 
Provide a narrative description of the following to the extent material:
    (1) The material terms of each plan that provides for the payment of 
retirement benefits, or benefits that will be paid primarily following 
retirement, including but not limited to tax-qualified defined benefit 
plans, supplemental executive retirement plans, tax-qualified defined 
contribution plans and nonqualified defined contribution plans.
    (2) The material terms of each contract, agreement, plan or 
arrangement, whether written or unwritten, that provides for payment(s) 
to a named executive officer at, following, or in connection with the 
resignation, retirement or other termination of a named executive 
officer, or a change in control of the smaller reporting company or a 
change in the named executive officer's responsibilities following a 
change in control, with respect to each named executive officer.
    (r) Smaller reporting companies--Compensation of directors. (1) 
Provide the information specified in paragraph (r)(2) of this Item, 
concerning the compensation of the directors for the smaller reporting 
company's last completed fiscal year, in the following tabular format:

                                                                  Director Compensation
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Non-equity     Nonqualified
                                                          Fees earned     Stock        Option    incentive plan     deferred        All other     Total
                          Name                             or paid in   awards ($)   awards ($)   compensation    compensation    compensation     ($)
                                                            cash ($)                                   ($)        earnings ($)         ($)
(a)                                                               (b)          (c)          (d)             (e)             (f)             (g)      (h)
--------------------------------------------------------------------------------------------------------------------------------------------------------
A
B
C
D
E
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of each director unless such director is also a named 
executive officer under paragraph (m) of this Item and his or her 
compensation for service as a director is fully reflected in the Summary 
Compensation Table pursuant to paragraph (n) of this Item and otherwise 
as required pursuant to paragraphs (o) through (q) of this Item (column 
(a));
    (ii) The aggregate dollar amount of all fees earned or paid in cash 
for services as a director, including annual retainer fees, committee 
and/or chairmanship fees, and meeting fees (column (b));
    (iii) For awards of stock, the aggregate grant date fair value 
computed in

[[Page 449]]

accordance with FASB ASC Topic 718 (column (c));
    (iv) For awards of options, with or without tandem SARs (including 
awards that subsequently have been transferred), the aggregate grant 
date fair value computed in accordance with FASB ASC Topic 718 (column 
(d));

Instruction to Item 402(r)(2)(iii) and (iv). For each director, disclose 
by footnote to the appropriate column, the aggregate number of stock 
awards and the aggregate number of option awards outstanding at fiscal 
year end.

    (v) The dollar value of all earnings for services performed during 
the fiscal year pursuant to non-equity incentive plans as defined in 
paragraph (m)(5)(iii) of this Item, and all earnings on any outstanding 
awards (column (e));
    (vi) Above-market or preferential earnings on compensation that is 
deferred on a basis that is not tax-qualified, including such earnings 
on nonqualified defined contribution plans (column (f));
    (vii) All other compensation for the covered fiscal year that the 
smaller reporting company could not properly report in any other column 
of the Director Compensation Table (column (g)). Each compensation item 
that is not properly reportable in columns (b) through (f), regardless 
of the amount of the compensation item, must be included in column (g) 
and must be identified and quantified in a footnote if it is deemed 
material in accordance with paragraph (o)(7) of this Item. Such 
compensation must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless the 
aggregate amount of such compensation is less than $10,000;
    (B) All ``gross-ups'' or other amounts reimbursed during the fiscal 
year for the payment of taxes;
    (C) For any security of the smaller reporting company or its 
subsidiaries purchased from the smaller reporting company or its 
subsidiaries (through deferral of salary or bonus, or otherwise) at a 
discount from the market price of such security at the date of purchase, 
unless that discount is available generally, either to all security 
holders or to all salaried employees of the smaller reporting company, 
the compensation cost, if any, computed in accordance with FASB ASC 
Topic 718;
    (D) The amount paid or accrued to any director pursuant to a plan or 
arrangement in connection with:
    (1) The resignation, retirement or any other termination of such 
director; or
    (2) A change in control of the smaller reporting company;
    (E) Smaller reporting company contributions or other allocations to 
vested and unvested defined contribution plans;
    (F) Consulting fees earned from, or paid or payable by the smaller 
reporting company and/or its subsidiaries (including joint ventures);
    (G) The annual costs of payments and promises of payments pursuant 
to director legacy programs and similar charitable award programs;
    (H) The dollar value of any insurance premiums paid by, or on behalf 
of, the smaller reporting company during the covered fiscal year with 
respect to life insurance for the benefit of a director; and
    (I) The dollar value of any dividends or other earnings paid on 
stock or option awards, when those amounts were not factored into the 
grant date fair value required to be reported for the stock or option 
award in column (c) or (d); and

Instruction to Item 402(r)(2)(vii). Programs in which smaller reporting 
companies agree to make donations to one or more charitable institutions 
in a director's name, payable by the smaller reporting company currently 
or upon a designated event, such as the retirement or death of the 
director, are charitable awards programs or director legacy programs for 
purposes of the disclosure required by paragraph (r)(2)(vii)(G) of this 
Item. Provide footnote disclosure of the total dollar amount payable 
under the program and other material terms of each such program for 
which tabular disclosure is provided.

    (viii) The dollar value of total compensation for the covered fiscal 
year (column (h)). With respect to each director, disclose the sum of 
all amounts reported in columns (b) through (g).

Instruction to Item 402(r)(2). Two or more directors may be grouped in a 
single row in the Table if all elements of their compensation are 
identical. The names of the directors for whom disclosure is presented 
on a group basis should be clear from the Table.


[[Page 450]]


    (3) Narrative to director compensation table. Provide a narrative 
description of any material factors necessary to an understanding of the 
director compensation disclosed in this Table. While material factors 
will vary depending upon the facts, examples of such factors may 
include, in given cases, among other things:
    (i) A description of standard compensation arrangements (such as 
fees for retainer, committee service, service as chairman of the board 
or a committee, and meeting attendance); and
    (ii) Whether any director has a different compensation arrangement, 
identifying that director and describing the terms of that arrangement.

Instruction to Item 402(r). In addition to the Instruction to paragraph 
(r)(2)(vii) of this Item, the following apply equally to paragraph (r) 
of this Item: Instructions 2 and 4 to paragraph (n) of this Item; the 
Instructions to paragraphs (n)(2)(iii) and (iv) of this Item; the 
Instructions to paragraphs (n)(2)(v) and (vi) of this Item; the 
Instructions to paragraph (n)(2)(vii) of this Item; the Instruction to 
paragraph (n)(2)(viii) of this Item; the Instructions to paragraph 
(n)(2)(ix) of this Item; and paragraph (o)(7) of this Item. These 
Instructions apply to the columns in the Director Compensation Table 
that are analogous to the columns in the Summary Compensation Table to 
which they refer and to disclosures under paragraph (r) of this Item 
that correspond to analogous disclosures provided for in paragraph (n) 
of this Item to which they refer.

    (s) Narrative disclosure of the registrant's compensation policies 
and practices as they relate to the registrant's risk management. To the 
extent that risks arising from the registrant's compensation policies 
and practices for its employees are reasonably likely to have a material 
adverse effect on the registrant, discuss the registrant's policies and 
practices of compensating its employees, including non-executive 
officers, as they relate to risk management practices and risk-taking 
incentives. While the situations requiring disclosure will vary 
depending on the particular registrant and compensation policies and 
practices, situations that may trigger disclosure include, among others, 
compensation policies and practices: at a business unit of the company 
that carries a significant portion of the registrant's risk profile; at 
a business unit with compensation structured significantly differently 
than other units within the registrant; at a business unit that is 
significantly more profitable than others within the registrant; at a 
business unit where compensation expense is a significant percentage of 
the unit's revenues; and that vary significantly from the overall risk 
and reward structure of the registrant, such as when bonuses are awarded 
upon accomplishment of a task, while the income and risk to the 
registrant from the task extend over a significantly longer period of 
time. The purpose of this paragraph(s) is to provide investors material 
information concerning how the registrant compensates and incentivizes 
its employees that may create risks that are reasonably likely to have a 
material adverse effect on the registrant. While the information to be 
disclosed pursuant to this paragraph(s) will vary depending upon the 
nature of the registrant's business and the compensation approach, the 
following are examples of the issues that the registrant may need to 
address for the business units or employees discussed:
    (1) The general design philosophy of the registrant's compensation 
policies and practices for employees whose behavior would be most 
affected by the incentives established by the policies and practices, as 
such policies and practices relate to or affect risk taking by employees 
on behalf of the registrant, and the manner of their implementation;
    (2) The registrant's risk assessment or incentive considerations, if 
any, in structuring its compensation policies and practices or in 
awarding and paying compensation;
    (3) How the registrant's compensation policies and practices relate 
to the realization of risks resulting from the actions of employees in 
both the short term and the long term, such as through policies 
requiring claw backs or imposing holding periods;
    (4) The registrant's policies regarding adjustments to its 
compensation policies and practices to address changes in its risk 
profile;
    (5) Material adjustments the registrant has made to its compensation

[[Page 451]]

policies and practices as a result of changes in its risk profile; and
    (6) The extent to which the registrant monitors its compensation 
policies and practices to determine whether its risk management 
objectives are being met with respect to incentivizing its employees.
    (t) Golden parachute compensation. (1) In connection with any proxy 
or consent solicitation material providing the disclosure required by 
section 14A(b)(1) of the Exchange Act (15 U.S.C. 78n-1(b)(1)) or any 
proxy or consent solicitation that includes disclosure under Item 14 of 
Schedule 14A (Sec. 240.14a-101 of this chapter) pursuant to Note A of 
Schedule 14A (excluding any proxy or consent solicitation of an 
``emerging growth company,'' as defined in Rule 405 of the Securities 
Act (Sec. 230.405 of this chapter) or Rule 12b-2 of the Exchange Act 
(Sec. 240.12b-2 of this chapter)), with respect to each named executive 
officer of the acquiring company and the target company, provide the 
information specified in paragraphs (t)(2) and (3) of this section 
regarding any agreement or understanding, whether written or unwritten, 
between such named executive officer and the acquiring company or target 
company, concerning any type of compensation, whether present, deferred 
or contingent, that is based on or otherwise relates to an acquisition, 
merger, consolidation, sale or other disposition of all or substantially 
all assets of the issuer, as follows:

                                                              Golden Parachute Compensation
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Tax
                  Name                       Cash ($)       Equity ($)     Pension/ NQDC   Perquisites/    reimbursement     Other ($)       Total ($)
                                                                                ($)        benefits ($)         ($)
(a)                                                  (b)             (c)             (d)             (e)             (f)             (g)             (h)
--------------------------------------------------------------------------------------------------------------------------------------------------------
PEO.....................................  ..............  ..............  ..............  ..............  ..............  ..............
PFO.....................................  ..............  ..............  ..............  ..............  ..............  ..............
A.......................................  ..............  ..............  ..............  ..............  ..............  ..............
B.......................................  ..............  ..............  ..............  ..............  ..............  ..............
C.......................................  ..............  ..............  ..............  ..............  ..............  ..............  ..............
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The table shall include, for each named executive officer:
    (i) The name of the named executive officer (column (a));
    (ii) The aggregate dollar value of any cash severance payments, 
including but not limited to payments of base salary, bonus, and pro-
rated non-equity incentive compensation plan payments (column (b));
    (iii) The aggregate dollar value of:
    (A) Stock awards for which vesting would be accelerated;
    (B) In-the-money option awards for which vesting would be 
accelerated; and
    (C) Payments in cancellation of stock and option awards (column 
(c));
    (iv) The aggregate dollar value of pension and nonqualified deferred 
compensation benefit enhancements (column (d));
    (v) The aggregate dollar value of perquisites and other personal 
benefits or property, and health care and welfare benefits (column (e));
    (vi) The aggregate dollar value of any tax reimbursements (column 
(f));
    (vii) The aggregate dollar value of any other compensation that is 
based on or otherwise relates to the transaction not properly reported 
in columns (b) through (f) (column (g)); and
    (viii) The aggregate dollar value of the sum of all amounts reported 
in columns (b) through (g) (column (h)).

    Instructions to item 402(t)(2): 1. If this disclosure is included in 
a proxy or consent solicitation seeking approval of an acquisition, 
merger, consolidation, or proposed sale or other disposition of all or 
substantially all the assets of the registrant, or in a proxy or consent 
solicitation that includes disclosure under Item 14 of Schedule 14A 
(Sec. 240.14a-101) pursuant to Note A of Schedule 14A, the disclosure 
provided by this table shall be quantified assuming that the triggering 
event took place on the latest practicable date, and that the price per 
share of the registrant's securities shall be determined as follows: If 
the shareholders are to receive a fixed dollar amount, the price per 
share shall be that fixed dollar amount, and if such value is not a 
fixed dollar amount, the price

[[Page 452]]

per share shall be the average closing market price of the registrant's 
securities over the first five business days following the first public 
announcement of the transaction. Compute the dollar value of in-the-
money option awards for which vesting would be accelerated by 
determining the difference between this price and the exercise or base 
price of the options. Include only compensation that is based on or 
otherwise relates to the subject transaction. Apply Instruction 1 to 
Item 402(t) with respect to those executive officers for whom disclosure 
was required in the issuer's most recent filing with the Commission 
under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15 
U.S.C. 78a et seq.) that required disclosure pursuant to Item 402(c).
    2. If this disclosure is included in a proxy solicitation for the 
annual meeting at which directors are elected for purposes of subjecting 
the disclosed agreements or understandings to a shareholder vote under 
section 14A(a)(1) of the Exchange Act (15 U.S.C. 78n-1(a)(1)), the 
disclosure provided by this table shall be quantified assuming that the 
triggering event took place on the last business day of the registrant's 
last completed fiscal year, and the price per share of the registrant's 
securities is the closing market price as of that date. Compute the 
dollar value of in-the-money option awards for which vesting would be 
accelerated by determining the difference between this price and the 
exercise or base price of the options.
    3. In the event that uncertainties exist as to the provision of 
payments and benefits or the amounts involved, the registrant is 
required to make a reasonable estimate applicable to the payment or 
benefit and disclose material assumptions underlying such estimates in 
its disclosure. In such event, the disclosure would require forward-
looking information as appropriate.
    4. For each of columns (b) through (g), include a footnote 
quantifying each separate form of compensation included in the aggregate 
total reported. Include the value of all perquisites and other personal 
benefits or property. Individual perquisites and personal benefits shall 
be identified and quantified as required by Instruction 4 to Item 
402(c)(2)(ix) of this section. For purposes of quantifying health care 
benefits, the registrant must use the assumptions used for financial 
reporting purposes under generally accepted accounting principles.
    5. For each of columns (b) through (h), include a footnote 
quantifying the amount payable attributable to a double-trigger 
arrangement (i.e., amounts triggered by a change-in-control for which 
payment is conditioned upon the executive officer's termination without 
cause or resignation for good reason within a limited time period 
following the change-in-control), specifying the time-frame in which 
such termination or resignation must occur in order for the amount to 
become payable, and the amount payable attributable to a single-trigger 
arrangement (i.e., amounts triggered by a change-in-control for which 
payment is not conditioned upon such a termination or resignation of the 
executive officer).
    6. A registrant conducting a shareholder advisory vote pursuant to 
Sec. 240.14a-21(c) of this chapter to cover new arrangements and 
understandings, and/or revised terms of agreements and understandings 
that were previously subject to a shareholder advisory vote pursuant to 
Sec. 240.14a-21(a) of this chapter, shall provide two separate tables. 
One table shall disclose all golden parachute compensation, including 
both the arrangements and amounts previously disclosed and subject to a 
shareholder advisory vote under section 14A(a)(1) of the Exchange Act 
(15 U.S.C. 78n-1(a)(1)) and Sec. 240.14a-21(a) of this chapter and the 
new arrangements and understandings and/or revised terms of agreements 
and understandings that were previously subject to a shareholder 
advisory vote. The second table shall disclose only the new arrangements 
and/or revised terms subject to the separate shareholder vote under 
section 14A(b)(2) of the Exchange Act and Sec. 240.14a-21(c) of this 
chapter.
    7. In cases where this Item 402(t)(2) requires disclosure of 
arrangements between an acquiring company and the named executive 
officers of the soliciting target company, the registrant shall clarify 
whether these agreements are included in the separate shareholder 
advisory vote pursuant to Sec. 240.14a-21(c) of this chapter by 
providing a separate table of all agreements and understandings subject 
to the shareholder advisory vote required by section 14A(b)(2) of the 
Exchange Act (15 U.S.C. 78n-1(b)(2)) and Sec. 240.14a-21(c) of this 
chapter, if different from the full scope of golden parachute 
compensation subject to Item 402(t) disclosure.

    (3) Provide a succinct narrative description of any material factors 
necessary to an understanding of each such contract, agreement, plan or 
arrangement and the payments quantified in the tabular disclosure 
required by this paragraph. Such factors shall include, but not be 
limited to a description of:
    (i) The specific circumstances that would trigger payment(s);
    (ii) Whether the payments would or could be lump sum, or annual, 
disclosing the duration, and by whom they would be provided; and
    (iii) Any material conditions or obligations applicable to the 
receipt of payment or benefits, including but not

[[Page 453]]

limited to non-compete, non-solicitation, non-disparagement or 
confidentiality agreements, including the duration of such agreements 
and provisions regarding waiver or breach of such agreements.

    Instructions to Item 402(t): 1. A registrant that does not qualify 
as a ``smaller reporting company,'' as defined by Sec. 229.10(f)(1) of 
this chapter, must provide the information required by this Item 402(t) 
with respect to the individuals covered by Items 402(a)(3)(i), (ii) and 
(iii) of this section. A registrant that qualifies as a ``smaller 
reporting company,'' as defined by Sec. 229.10(f)(1) of this chapter, 
must provide the information required by this Item 402(t) with respect 
to the individuals covered by Items 402(m)(2)(i) and (ii) of this 
section.
    2. The obligation to provide the information in this Item 402(t) 
shall not apply to agreements and understandings described in paragraph 
(t)(1) of this section with senior management of foreign private 
issuers, as defined in Sec. 240.3b-4 of this chapter.
    (u) Pay ratio disclosure--(1) Disclose. (i) The median of the annual 
total compensation of all employees of the registrant, except the PEO of 
the registrant;
    (ii) The annual total compensation of the PEO of the registrant; and
    (iii) The ratio of the amount in paragraph (u)(1)(i) of this Item to 
the amount in paragraph (u)(1)(ii) of this Item. For purposes of the 
ratio required by this paragraph (u)(1)(iii), the amount in paragraph 
(u)(1)(i) of this Item shall equal one, or, alternatively, the ratio may 
be expressed narratively as the multiple that the amount in paragraph 
(u)(1)(ii) of this Item bears to the amount in paragraph (u)(1)(i) of 
this Item.
    (2) For purposes of this paragraph (u):
    (i) Total compensation for the median of annual total compensation 
of all employees of the registrant and the PEO of the registrant shall 
be determined in accordance with paragraph (c)(2)(x) of this Item. In 
determining the total compensation, all references to ``named executive 
officer'' in this Item and the instructions thereto may be deemed to 
refer instead, as applicable, to ``employee'' and, for non-salaried 
employees, references to ``base salary'' and ``salary'' in this Item and 
the instructions thereto may be deemed to refer instead, as applicable, 
to ``wages plus overtime'';
    (ii) Annual total compensation means total compensation for the 
registrant's last completed fiscal year; and
    (iii) Registrant means the registrant and its consolidated 
subsidiaries.
    (3) For purposes of this paragraph (u), employee or employee of the 
registrant means an individual employed by the registrant or any of its 
consolidated subsidiaries, whether as a full-time, part-time, seasonal, 
or temporary worker, as of a date chosen by the registrant within the 
last three months of the registrant's last completed fiscal year. The 
definition of employee or employee of the registrant does not include 
those workers who are employed, and whose compensation is determined, by 
an unaffiliated third party but who provide services to the registrant 
or its consolidated subsidiaries as independent contractors or 
``leased'' workers.
    (4) For purposes of this paragraph (u), an employee located in a 
jurisdiction outside the United States (a ``non-U.S. employee'') may be 
exempt from the definition of employee or employee of the registrant 
under either of the following conditions:
    (i) The employee is employed in a foreign jurisdiction in which the 
laws or regulations governing data privacy are such that, despite its 
reasonable efforts to obtain or process the information necessary for 
compliance with this paragraph (u), the registrant is unable to do so 
without violating such data privacy laws or regulations. The 
registrant's reasonable efforts shall include, at a minimum, using or 
seeking an exemption or other relief under any governing data privacy 
laws or regulations. If the registrant chooses to exclude any employees 
using this exemption, it shall list the excluded jurisdictions, identify 
the specific data privacy law or regulation, explain how complying with 
this paragraph (u) violates such data privacy law or regulation 
(including the efforts made by the registrant to use or seek an 
exemption or other relief under such law or regulation), and provide the 
approximate number of employees exempted from each jurisdiction based on 
this exemption. In addition, if a registrant excludes any non-U.S. 
employees in a

[[Page 454]]

particular jurisdiction under this exemption, it must exclude all non-
U.S. employees in that jurisdiction. Further, the registrant shall 
obtain a legal opinion from counsel that opines on the inability of the 
registrant to obtain or process the information necessary for compliance 
with this paragraph (u) without violating the jurisdiction's laws or 
regulations governing data privacy, including the registrant's inability 
to obtain an exemption or other relief under any governing laws or 
regulations. The registrant shall file the legal opinion as an exhibit 
to the filing in which the pay ratio disclosure is included.
    (ii) The registrant's non-U.S. employees account for 5% or less of 
the registrant's total employees. In that circumstance, if the 
registrant chooses to exclude any non-U.S. employees under this 
exemption, it must exclude all non-U.S. employees. Additionally, if a 
registrant's non-U.S. employees exceed 5% of the registrant's total U.S. 
and non-U.S. employees, it may exclude up to 5% of its total employees 
who are non-U.S. employees; provided, however, if a registrant excludes 
any non-U.S. employees in a particular jurisdiction, it must exclude all 
non-U.S. employees in that jurisdiction. If more than 5% of a 
registrant's employees are located in any one non-U.S. jurisdiction, the 
registrant may not exclude any employees in that jurisdiction under this 
exemption.
    (A) In calculating the number of non-U.S. employees that may be 
excluded under this Item 402(u)(4)(ii) (``de minimis'' exemption), a 
registrant shall count against the total any non-U.S. employee exempted 
under the data privacy law exemption under Item 402(u)(4)(i) (``data 
privacy'' exemption). A registrant may exclude any non-U.S. employee 
from a jurisdiction that meets the data privacy exemption, even if the 
number of excluded employees exceeds 5% of the registrant's total 
employees. If, however, the number of employees excluded under the data 
privacy exemption equals or exceeds 5% of the registrant's total 
employees, the registrant may not use the de minimis exemption. 
Additionally, if the number of employees excluded under the data privacy 
exemption is less than 5% of the registrant's total employees, the 
registrant may use the de minimis exemption to exclude no more than the 
number of non-U.S. employees that, combined with the data privacy 
exemption, does not exceed 5% of the registrant's total employees.
    (B) If a registrant excludes non-U.S. employees under the de minimis 
exemption, it must disclose the jurisdiction or jurisdictions from which 
those employees are being excluded, the approximate number of employees 
excluded from each jurisdiction under the de minimis exemption, the 
total number of its U.S. and non-U.S. employees irrespective of any 
exemption (data privacy or de minimis), and the total number of its U.S. 
and non-U.S. employees used for its de minimis calculation.
    Instruction 1 to Item 402(u)--Disclosing the date chosen for 
identifying the median employee. A registrant shall disclose the date 
within the last three months of its last completed fiscal year that it 
selected pursuant to paragraph (u)(3) of this Item to identify its 
median employee. If the registrant changes the date it uses to identify 
the median employee from the prior year, the registrant shall disclose 
this change and provide a brief explanation about the reason or reasons 
for the change.
    Instruction 2 to Item 402(u)--Identifying the median employee. A 
registrant is required to identify its median employee only once every 
three years and calculate total compensation for that employee each 
year; provided that, during a registrant's last completed fiscal year 
there has been no change in its employee population or employee 
compensation arrangements that it reasonably believes would result in a 
significant change to its pay ratio disclosure. If there have been no 
changes that the registrant reasonably believes would significantly 
affect its pay ratio disclosure, the registrant shall disclose that it 
is using the same median employee in its pay ratio calculation and 
describe briefly the basis for its reasonable belief. For example, the 
registrant could disclose that there has been no change in its employee 
population or employee compensation arrangements that it believes would 
significantly impact the pay ratio disclosure. If there has been a 
change in the registrant's

[[Page 455]]

employee population or employee compensation arrangements that the 
registrant reasonably believes would result in a significant change in 
its pay ratio disclosure, the registrant shall re-identify the median 
employee for that fiscal year. If it is no longer appropriate for the 
registrant to use the median employee identified in year one as the 
median employee in years two or three because of a change in the 
original median employee's circumstances that the registrant reasonably 
believes would result in a significant change in its pay ratio 
disclosure, the registrant may use another employee whose compensation 
is substantially similar to the original median employee based on the 
compensation measure used to select the original median employee.
    Instruction 3 to Item 402(u)--Updating for the last completed fiscal 
year. Pay ratio information (i.e., the disclosure called for by 
paragraph (u)(1) of this Item) with respect to the registrant's last 
completed fiscal year is not required to be disclosed until the filing 
of its annual report on Form 10-K for that last completed fiscal year 
or, if later, the filing of a definitive proxy or information statement 
relating to its next annual meeting of shareholders (or written consents 
in lieu of such a meeting) following the end of such fiscal year; 
provided that, the required pay ratio information must, in any event, be 
filed as provided in General Instruction G(3) of Form 10-K (17 CFR 
249.310) not later than 120 days after the end of such fiscal year.
    Instruction 4 to Item 402(u)--Methodology and use of estimates. 1. 
Registrants may use reasonable estimates both in the methodology used to 
identify the median employee and in calculating the annual total 
compensation or any elements of total compensation for employees other 
than the PEO.
    2. In determining the employees from which the median employee is 
identified, a registrant may use its employee population or statistical 
sampling and/or other reasonable methods.
    3. A registrant may identify the median employee using annual total 
compensation or any other compensation measure that is consistently 
applied to all employees included in the calculation, such as 
information derived from the registrant's tax and/or payroll records. In 
using a compensation measure other than annual total compensation to 
identify the median employee, if that measure is recorded on a basis 
other than the registrant's fiscal year (such as information derived 
from tax and/or payroll records), the registrant may use the same annual 
period that is used to derive those amounts. Where a compensation 
measure other than annual total compensation is used to identify the 
median employee, the registrant must disclose the compensation measure 
used.
    4. In identifying the median employee, whether using annual total 
compensation or any other compensation measure that is consistently 
applied to all employees included in the calculation, the registrant may 
make cost-of-living adjustments to the compensation of employees in 
jurisdictions other than the jurisdiction in which the PEO resides so 
that the compensation is adjusted to the cost of living in the 
jurisdiction in which the PEO resides. If the registrant uses a cost-of-
living adjustment to identify the median employee, and the median 
employee identified is an employee in a jurisdiction other than the 
jurisdiction in which the PEO resides, the registrant must use the same 
cost-of-living adjustment in calculating the median employee's annual 
total compensation and disclose the median employee's jurisdiction. The 
registrant also shall briefly describe the cost-of-living adjustments it 
used to identify the median employee and briefly describe the cost-of-
living adjustments it used to calculate the median employee's annual 
total compensation, including the measure used as the basis for the 
cost-of-living adjustment. A registrant electing to present the pay 
ratio in this manner also shall disclose the median employee's annual 
total compensation and pay ratio without the cost-of-living adjustment. 
To calculate this pay ratio, the registrant will need to identify the 
median employee without using any cost-of-living adjustments.
    5. The registrant shall briefly describe the methodology it used to 
identify the median employee. It shall also

[[Page 456]]

briefly describe any material assumptions, adjustments (including any 
cost-of-living adjustments), or estimates it used to identify the median 
employee or to determine total compensation or any elements of total 
compensation, which shall be consistently applied. The registrant shall 
clearly identify any estimates used. The required descriptions should be 
a brief overview; it is not necessary for the registrant to provide 
technical analyses or formulas. If a registrant changes its methodology 
or its material assumptions, adjustments, or estimates from those used 
in its pay ratio disclosure for the prior fiscal year, and if the 
effects of any such change are significant, the registrant shall briefly 
describe the change and the reasons for the change. Registrants must 
also disclose if they changed from using the cost-of-living adjustment 
to not using that adjustment and if they changed from not using the 
cost-of-living adjustment to using it.
    6. Registrants may, at their discretion, include personal benefits 
that aggregate less than $10,000 and compensation under non-
discriminatory benefit plans in calculating the annual total 
compensation of the median employee as long as these items are also 
included in calculating the PEO's annual total compensation. The 
registrant shall also explain any difference between the PEO's annual 
total compensation used in the pay ratio disclosure and the total 
compensation amounts reflected in the Summary Compensation Table, if 
material.
    Instruction 5 to Item 402(u)--Permitted annualizing adjustments. A 
registrant may annualize the total compensation for all permanent 
employees (full-time or part-time) that were employed by the registrant 
for less than the full fiscal year (such as newly hired employees or 
permanent employees on an unpaid leave of absence during the period). A 
registrant may not annualize the total compensation for employees in 
temporary or seasonal positions. A registrant may not make a full-time 
equivalent adjustment for any employee.
    Instruction 6 to Item 402(u)--PEO compensation not available. A 
registrant that is relying on Instruction 1 to Item 402(c)(2)(iii) and 
(iv) in connection with the salary or bonus of the PEO for the last 
completed fiscal year, shall disclose that the pay ratio required by 
paragraph (u) of this Item is not calculable until the PEO salary or 
bonus, as applicable, is determined and shall disclose the date that the 
PEO's actual total compensation is expected to be determined. The 
disclosure required by paragraph (u) of this Item shall then be 
disclosed in the filing under Item 5.02(f) of Form 8-K (17 CFR 249.308) 
that discloses the PEO's salary or bonus in accordance with Instruction 
1 to Item 402(c)(2)(iii) and (iv).
    Instruction 7 to Item 402(u)--Transition periods for registrants. 1. 
Upon becoming subject to the requirements of Section 13(a) or 15(d) of 
the Exchange Act (15 U.S.C. 78m or 78o(d)), a registrant shall comply 
with paragraph (u) of this Item with respect to compensation for the 
first fiscal year following the year in which it became subject to such 
requirements, but not for any fiscal year commencing before January 1, 
2017. The registrant may omit the disclosure required by paragraph (u) 
of this Item from any filing until the filing of its annual report on 
Form 10-K (17 CFR 249.310) for such fiscal year or, if later, the filing 
of a proxy or information statement relating to its next annual meeting 
of shareholders (or written consents in lieu of such a meeting) 
following the end of such year; provided that, such disclosure shall, in 
any event, be filed as provided in General Instruction G(3) of Form 10-K 
not later than 120 days after the end of such fiscal year.
    2. A registrant may omit any employees that became its employees as 
the result of the business combination or acquisition of a business for 
the fiscal year in which the transaction becomes effective, but the 
registrant must disclose the approximate number of employees it is 
omitting. Those employees shall be included in the total employee count 
for the triennial calculations of the median employee in the year 
following the transaction for purposes of evaluating whether a 
significant change had occurred. The registrant shall identify the 
acquired business excluded for the fiscal year in

[[Page 457]]

which the business combination or acquisition becomes effective.
    3. A registrant shall comply with paragraph (u) of this Item with 
respect to compensation for the first fiscal year commencing on or after 
the date the registrant ceases to be a smaller reporting company, but 
not for any fiscal year commencing before January 1, 2017.
    Instruction 8 to Item 402(u)--Emerging growth companies. A 
registrant is not required to comply with paragraph (u) of this Item if 
it is an emerging growth company as defined in Section 2(a)(19) of the 
Securities Act (15 U.S.C. 77(b)(a)(19)) or Section 3(a)(80) of the 
Exchange Act (15 U.S.C. 78c(a)(80)). A registrant shall comply with 
paragraph (u) of this Item with respect to compensation for the first 
fiscal year commencing on or after the date the registrant ceases to be 
an emerging growth company, but not for any fiscal year commencing 
before January 1, 2017.
    Instruction 9 to Item 402(u)--Additional information. Registrants 
may present additional information, including additional ratios, to 
supplement the required ratio, but are not required to do so. Any 
additional information shall be clearly identified, not misleading, and 
not presented with greater prominence than the required ratio.
    Instruction 10 to Item 402(u)--Multiple PEOs during the year. A 
registrant with more than one non-concurrent PEO serving during its 
fiscal year may calculate the annual total compensation for its PEO in 
either of the following manners:
    1. The registrant may calculate the compensation provided to each 
person who served as PEO during the year for the time he or she served 
as PEO and combine those figures; or
    2. The registrant may look to the PEO serving in that position on 
the date it selects to identify the median employee and annualize that 
PEO's compensation.
    Regardless of the alternative selected, the registrant shall 
disclose which option it chose and how it calculated its PEO's annual 
total compensation.
    Instruction 11 to Item 402(u)--Employees' personally identifiable 
information. Registrants are not required to, and should not, disclose 
any personally identifiable information about that employee other than 
his or her compensation. Registrants may choose to generally identify an 
employee's position to put the employee's compensation in context, but 
registrants are not required to provide this information and should not 
do so if providing the information could identify any specific 
individual.
    Instruction to Item 402. Specify the applicable fiscal year in the 
title to each table required under this Item which calls for disclosure 
as of or for a completed fiscal year.

[71 FR 53241, Sept. 8, 2006; 71 FR 56225, Sept. 26, 2006, as amended at 
71 FR 78350, Dec. 29, 2006; 73 FR 958, Jan. 4, 2008; 74 FR 68362, Dec. 
23, 2009; 76 FR 6043, Feb. 2, 2011; 76 FR 50121, Aug. 12, 2011; 80 FR 
50184, Aug. 18, 2015; 82 FR 17552, Apr. 12, 2017]



Sec. 229.403  (Item 403) Security ownership of certain beneficial
owners and management.

    (a) Security ownership of certain beneficial owners. Furnish the 
following information, as of the most recent practicable date, 
substantially in the tabular form indicated, with respect to any person 
(including any ``group'' as that term is used in section 13(d)(3) of the 
Exchange Act) who is known to the registrant to be the beneficial owner 
of more than five percent of any class of the registrant's voting 
securities. The address given in column (2) may be a business, mailing 
or residence address. Show in column (3) the total number of shares 
beneficially owned and in column (4) the percentage of class so owned. 
Of the number of shares shown in column (3), indicate by footnote or 
otherwise the amount known to be shares with respect to which such 
listed beneficial owner has the right to acquire beneficial ownership, 
as specified in Rule 13d-3(d)(1) under the Exchange Act (Sec. 240.13d-
3(d)(1) of this chapter).

----------------------------------------------------------------------------------------------------------------
                                       (2) Name and address of   (3) Amount and nature
          (1) Title of class               beneficial owner     of beneficial ownership    (4) Percent of class
----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------

    (b) Security ownership of management. Furnish the following 
information, as of the most recent practicable date, in

[[Page 458]]

substantially the tabular form indicated, as to each class of equity 
securities of the registrant or any of its parents or subsidiaries, 
including directors' qualifying shares, beneficially owned by all 
directors and nominees, naming them, each of the named executive 
officers as defined in Item 402(a)(3) (Sec. 229.402(a)(3)), and 
directors and executive officers of the registrant as a group, without 
naming them. Show in column (3) the total number of shares beneficially 
owned and in column (4) the percent of the class so owned. Of the number 
of shares shown in column (3), indicate, by footnote or otherwise, the 
amount of shares that are pledged as security and the amount of shares 
with respect to which such persons have the right to acquire beneficial 
ownership as specified in Sec. 240.13d-3(d)(1) of this chapter.

----------------------------------------------------------------------------------------------------------------
                                        (2) Name of beneficial   (3) Amount and nature
          (1) Title of class                    owner           of beneficial ownership    (4) Percent of class
----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------

    (c) Changes in control. Describe any arrangements, known to the 
registrant, including any pledge by any person of securities of the 
registrant or any of its parents, the operation of which may at a 
subsequent date result in a change in control of the registrant.

Instructions to Item 403: 1. The percentages are to be calculated on the 
basis of the amount of outstanding securities, excluding securities held 
by or for the account of the registrant or its subsidiaries, plus 
securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the 
Exchange Act 17 (CFR 240.13d-3(d)(1)). For purposes of paragraph (b), if 
the percentage of shares beneficially owned by any director or nominee, 
or by all directors and officers of the registrant as a group, does not 
exceed one percent of the class so owned, the registrant may, in lieu of 
furnishing a precise percentage, indicate this fact by means of an 
asterisk and explanatory footnote or other similar means.
    2. For the purposes of this Item, beneficial ownership shall be 
determined in accordance with Rule 13d-3 under the Exchange Act 
(Sec. 240.13d-3 of this chapter). Include such additional subcolumns or 
other appropriate explanation of column (3) necessary to reflect amounts 
as to which the beneficial owner has (A) sole voting power, (B) shared 
voting power, (C) sole investment power, or (D) shared investment power.
    3. The registrant shall be deemed to know the contents of any 
statements filed with the Commission pursuant to section 13(d) or 13(g) 
of the Exchange Act. When applicable, a registrant may rely upon 
information set forth in such statements unless the registrant knows or 
has reason to believe that such information is not complete or accurate 
or that a statement or amendment should have been filed and was not.
    4. For purposes of furnishing information pursuant to paragraph (a) 
of this Item, the registrant may indicate the source and date of such 
information.
    5. Where more than one beneficial owner is known to be listed for 
the same securities, appropriate disclosure should be made to avoid 
confusion. For purposes of paragraph (b), in computing the aggregate 
number of shares owned by directors and officers of the registrant as a 
group, the same shares shall not be counted more than once.
    6. Paragraph (c) of this Item does not require a description of 
ordinary default provisions contained in the charter, trust indentures 
or other governing instruments relating to securities of the registrant.
    7. Where the holder(s) of voting securities reported pursuant to 
paragraph (a) hold more than five percent of any class of voting 
securities of the registrant pursuant to any voting trust or similar 
agreement, state the title of such securities, the amount held or to be 
held pursuant to the trust or agreement (if not clear from the table) 
and the duration of the agreement. Give the names and addresses of the 
voting trustees and outline briefly their voting rights and other powers 
under the trust or agreement.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 55665, Dec. 13, 1982; 
51 FR 42056, Nov. 20, 1986; 57 FR 48158, Oct. 21, 1992; 71 FR 53252, 
Sept. 8, 2006]



Sec. 229.404  (Item 404) Transactions with related persons, promoters and
certain control persons.

    (a) Transactions with related persons. Describe any transaction, 
since the beginning of the registrant's last fiscal year, or any 
currently proposed transaction, in which the registrant was or is to be 
a participant and the amount involved exceeds $120,000, and in which any 
related person had or will have a direct or indirect material interest. 
Disclose the following information regarding the transaction:
    (1) The name of the related person and the basis on which the person 
is a related person.
    (2) The related person's interest in the transaction with the 
registrant, including the related person's position(s)

[[Page 459]]

or relationship(s) with, or ownership in, a firm, corporation, or other 
entity that is a party to, or has an interest in, the transaction.
    (3) The approximate dollar value of the amount involved in the 
transaction.
    (4) The approximate dollar value of the amount of the related 
person's interest in the transaction, which shall be computed without 
regard to the amount of profit or loss.
    (5) In the case of indebtedness, disclosure of the amount involved 
in the transaction shall include the largest aggregate amount of 
principal outstanding during the period for which disclosure is 
provided, the amount thereof outstanding as of the latest practicable 
date, the amount of principal paid during the periods for which 
disclosure is provided, the amount of interest paid during the period 
for which disclosure is provided, and the rate or amount of interest 
payable on the indebtedness.
    (6) Any other information regarding the transaction or the related 
person in the context of the transaction that is material to investors 
in light of the circumstances of the particular transaction.

Instructions to Item 404(a). 1. For the purposes of paragraph (a) of 
this Item, the term related person means:
    a. Any person who was in any of the following categories at any time 
during the specified period for which disclosure under paragraph (a) of 
this Item is required:
    i. Any director or executive officer of the registrant;
    ii. Any nominee for director, when the information called for by 
paragraph (a) of this Item is being presented in a proxy or information 
statement relating to the election of that nominee for director; or
    iii. Any immediate family member of a director or executive officer 
of the registrant, or of any nominee for director when the information 
called for by paragraph (a) of this Item is being presented in a proxy 
or information statement relating to the election of that nominee for 
director, which means any child, stepchild, parent, stepparent, spouse, 
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, 
brother-in-law, or sister-in-law of such director, executive officer or 
nominee for director, and any person (other than a tenant or employee) 
sharing the household of such director, executive officer or nominee for 
director; and
    b. Any person who was in any of the following categories when a 
transaction in which such person had a direct or indirect material 
interest occurred or existed:
    i. A security holder covered by Item 403(a) (Sec. 229.403(a)); or
    ii. Any immediate family member of any such security holder, which 
means any child, stepchild, parent, stepparent, spouse, sibling, mother-
in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or 
sister-in-law of such security holder, and any person (other than a 
tenant or employee) sharing the household of such security holder.
    2. For purposes of paragraph (a) of this Item, a transaction 
includes, but is not limited to, any financial transaction, arrangement 
or relationship (including any indebtedness or guarantee of 
indebtedness) or any series of similar transactions, arrangements or 
relationships.
    3. The amount involved in the transaction shall be computed by 
determining the dollar value of the amount involved in the transaction 
in question, which shall include:
    a. In the case of any lease or other transaction providing for 
periodic payments or installments, the aggregate amount of all periodic 
payments or installments due on or after the beginning of the 
registrant's last fiscal year, including any required or optional 
payments due during or at the conclusion of the lease or other 
transaction providing for periodic payments or installments; and
    b. In the case of indebtedness, the largest aggregate amount of all 
indebtedness outstanding at any time since the beginning of the 
registrant's last fiscal year and all amounts of interest payable on it 
during the last fiscal year.
    4. In the case of a transaction involving indebtedness:
    a. The following items of indebtedness may be excluded from the 
calculation of the amount of indebtedness and need not be disclosed: 
Amounts due from the related person for purchases of goods and services 
subject to usual trade terms, for ordinary business travel and expense 
payments and for other transactions in the ordinary course of business;
    b. Disclosure need not be provided of any indebtedness transaction 
for the related persons specified in Instruction 1.b. to paragraph (a) 
of this Item; and
    c. If the lender is a bank, savings and loan association, or broker-
dealer extending credit under Federal Reserve Regulation T (12 CFR part 
220) and the loans are not disclosed as nonaccrual, past due, 
restructured or potential problems (see Item III.C.1. and 2. of Industry 
Guide 3, Statistical Disclosure by Bank Holding Companies (17 CFR 
229.802(c))), disclosure under paragraph (a) of this Item may consist of 
a statement, if such is the case, that the loans to such persons:

[[Page 460]]

    i. Were made in the ordinary course of business;
    ii. Were made on substantially the same terms, including interest 
rates and collateral, as those prevailing at the time for comparable 
loans with persons not related to the lender; and
    iii. Did not involve more than the normal risk of collectibility or 
present other unfavorable features.
    5.a. Disclosure of an employment relationship or transaction 
involving an executive officer and any related compensation solely 
resulting from that employment relationship or transaction need not be 
provided pursuant to paragraph (a) of this Item if:
    i. The compensation arising from the relationship or transaction is 
reported pursuant to Item 402 (Sec. 229.402); or
    ii. The executive officer is not an immediate family member (as 
specified in Instruction 1 to paragraph (a) of this Item) and such 
compensation would have been reported under Item 402 (Sec. 229.402) as 
compensation earned for services to the registrant if the executive 
officer was a named executive officer as that term is defined in Item 
402(a)(3) (Sec. 229.402(a)(3)), and such compensation had been approved, 
or recommended to the board of directors of the registrant for approval, 
by the compensation committee of the board of directors (or group of 
independent directors performing a similar function) of the registrant.
    b. Disclosure of compensation to a director need not be provided 
pursuant to paragraph (a) of this Item if the compensation is reported 
pursuant to Item 402(k) (Sec. 229.402(k)).
    6. A person who has a position or relationship with a firm, 
corporation, or other entity that engages in a transaction with the 
registrant shall not be deemed to have an indirect material interest 
within the meaning of paragraph (a) of this Item where:
    a. The interest arises only:
    i. From such person's position as a director of another corporation 
or organization that is a party to the transaction; or
    ii. From the direct or indirect ownership by such person and all 
other persons specified in Instruction 1 to paragraph (a) of this Item, 
in the aggregate, of less than a ten percent equity interest in another 
person (other than a partnership) which is a party to the transaction; 
or
    iii. From both such position and ownership; or
    b. The interest arises only from such person's position as a limited 
partner in a partnership in which the person and all other persons 
specified in Instruction 1 to paragraph (a) of this Item, have an 
interest of less than ten percent, and the person is not a general 
partner of and does not hold another position in the partnership.
    7. Disclosure need not be provided pursuant to paragraph (a) of this 
Item if:
    a. The transaction is one where the rates or charges involved in the 
transaction are determined by competitive bids, or the transaction 
involves the rendering of services as a common or contract carrier, or 
public utility, at rates or charges fixed in conformity with law or 
governmental authority;
    b. The transaction involves services as a bank depositary of funds, 
transfer agent, registrar, trustee under a trust indenture, or similar 
services; or
    c. The interest of the related person arises solely from the 
ownership of a class of equity securities of the registrant and all 
holders of that class of equity securities of the registrant received 
the same benefit on a pro rata basis.

    (b) Review, approval or ratification of transactions with related 
persons. (1) Describe the registrant's policies and procedures for the 
review, approval, or ratification of any transaction required to be 
reported under paragraph (a) of this Item. While the material features 
of such policies and procedures will vary depending on the particular 
circumstances, examples of such features may include, in given cases, 
among other things:
    (i) The types of transactions that are covered by such policies and 
procedures;
    (ii) The standards to be applied pursuant to such policies and 
procedures;
    (iii) The persons or groups of persons on the board of directors or 
otherwise who are responsible for applying such policies and procedures; 
and
    (iv) A statement of whether such policies and procedures are in 
writing and, if not, how such policies and procedures are evidenced.
    (2) Identify any transaction required to be reported under paragraph 
(a) of this Item since the beginning of the registrant's last fiscal 
year where such policies and procedures did not require review, approval 
or ratification or where such policies and procedures were not followed.

Instruction to Item 404(b). Disclosure need not be provided pursuant to 
this paragraph regarding any transaction that occurred at a time before 
the related person became one of the enumerated persons in Instruction 
1.a.i., ii., or iii. to Item 404(a) if such transaction did not continue 
after the related person became one of the enumerated persons in 
Instruction 1.a.i., ii., or iii. to Item 404(a).

    (c) Promoters and certain control persons. (1) Registrants that are 
filing a

[[Page 461]]

registration statement on Form S-1 under the Securities Act (Sec. 239.11 
of this chapter) or on Form 10 under the Exchange Act (Sec. 249.210 of 
this chapter) and that had a promoter at any time during the past five 
fiscal years shall:
    (i) State the names of the promoter(s), the nature and amount of 
anything of value (including money, property, contracts, options or 
rights of any kind) received or to be received by each promoter, 
directly or indirectly, from the registrant and the nature and amount of 
any assets, services or other consideration therefore received or to be 
received by the registrant; and
    (ii) As to any assets acquired or to be acquired by the registrant 
from a promoter, state the amount at which the assets were acquired or 
are to be acquired and the principle followed or to be followed in 
determining such amount, and identify the persons making the 
determination and their relationship, if any, with the registrant or any 
promoter. If the assets were acquired by the promoter within two years 
prior to their transfer to the registrant, also state the cost thereof 
to the promoter.
    (2) Registrants shall provide the disclosure required by paragraphs 
(c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired 
control of a registrant that is a shell company, or any person that is 
part of a group, consisting of two or more persons that agree to act 
together for the purpose of acquiring, holding, voting or disposing of 
equity securities of a registrant, that acquired control of a registrant 
that is a shell company. For purposes of this Item, shell company has 
the same meaning as in Rule 405 under the Securities Act (17 CFR 
230.405) and Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

    (d) Smaller reporting companies. A registrant that qualifies as a 
``smaller reporting company,'' as defined by Sec. 229.10(f)(1), must 
provide the following information in order to comply with this Item:
    (1) The information required by paragraph (a) of this Item for the 
period specified there for a transaction in which the amount involved 
exceeds the lesser of $120,000 or one percent of the average of the 
smaller reporting company's total assets at year end for the last two 
completed fiscal years;
    (2) The information required by paragraph (c) of this Item; and
    (3) A list of all parents of the smaller reporting company showing 
the basis of control and as to each parent, the percentage of voting 
securities owned or other basis of control by its immediate parent, if 
any.

Instruction to Item 404(d). 1. Include information for any material 
underwriting discounts and commissions upon the sale of securities by 
the smaller reporting company where any of the persons specified in 
paragraph (a) of this Item was or is to be a principal underwriter or is 
a controlling person or member of a firm that was or is to be a 
principal underwriter.
    2. For smaller reporting companies information shall be given for 
the period specified in paragraph (a) of this Item and, in addition, for 
the fiscal year preceding the small reporting company's last fiscal 
year.

Instructions to Item 404. 1. If the information called for by this Item 
is being presented in a registration statement filed pursuant to the 
Securities Act or the Exchange Act, information shall be given for the 
periods specified in the Item and, in addition, for the two fiscal years 
preceding the registrant's last fiscal year, unless the information is 
being incorporated by reference into a registration statement on Form S-
4 (17 CFR 239.25), in which case, information shall be given for the 
periods specified in the Item.
    2. A foreign private issuer will be deemed to comply with this Item 
if it provides the information required by Item 7.B. of Form 20-F (17 
CFR 249.220f) with more detailed information provided if otherwise made 
publicly available or required to be disclosed by the issuer's home 
jurisdiction or a market in which its securities are listed or traded.

[71 FR 53252, Sept. 8, 2006, as amended at 73 FR 964, Jan. 4, 2008]



Sec. 229.405  (Item 405) Compliance with section 16(a) of the Exchange Act.

    Every registrant having a class of equity securities registered 
pursuant to section 12 of the Exchange Act (15 U.S.C. 78l) and every 
closed-end investment company registered under the Investment Company 
Act of 1940 (15 U.S.C. 80a-1 et seq.) shall:
    (a) Based solely upon a review of Forms 3 and 4 (17 CFR 249.103 and 
249.104) and amendments thereto furnished to the registrant under 17 CFR

[[Page 462]]

240.16a-3(e) during its most recent fiscal year and Forms 5 and 
amendments thereto (17 CFR 249.105) furnished to the registrant with 
respect to its most recent fiscal year, and any written representation 
referred to in paragraph (b)(1) of this section.
    (1) Under the caption ``Section 16(a) Beneficial Ownership Reporting 
Compliance,'' identify each person who, at any time during the fiscal 
year, was a director, officer, beneficial owner of more than ten percent 
of any class of equity securities of the registrant registered pursuant 
to section 12 of the Exchange Act, or any other person subject to 
section 16 of the Exchange Act with respect to the registrant because of 
the requirements of section 30 of the Investment Company Act 
(``reporting person'') that failed to file on a timely basis, as 
disclosed in the above Forms, reports required by section 16(a) of the 
Exchange Act during the most recent fiscal year or prior fiscal years.
    (2) For each such person, set forth the number of late reports, the 
number of transactions that were not reported on a timely basis, and any 
known failure to file a required Form. A known failure to file would 
include, but not be limited to, a failure to file a Form 3, which is 
required of all reporting persons, and a failure to file a Form 5 in the 
absence of the written representation referred to in paragraph (b)(1) of 
this section, unless the registrant otherwise knows that no Form 5 is 
required.

    Note: The disclosure requirement is based on a review of the forms 
submitted to the registrant during and with respect to its most recent 
fiscal year, as specified above. Accordingly, a failure to file timely 
need only be disclosed once. For example, if in the most recently 
concluded fiscal year a reporting person filed a Form 4 disclosing a 
transaction that took place in the prior fiscal year, and should have 
been reported in that year, the registrant should disclose that late 
filing and transaction pursuant to this Item 405 with respect to the 
most recently concluded fiscal year, but not in material filed with 
respect to subsequent years.

    (b) With respect to the disclosure required by paragraph (a) of this 
section, if the registrant:
    (1) Receives a written representation from the reporting person that 
no Form 5 is required; and
    (2) Maintains the representation for two years, making a copy 
available to the Commission or its staff upon request, the registrant 
need not identify such reporting person pursuant to paragraph (a) of 
this section as having failed to file a Form 5 with respect to that 
fiscal year.

[56 FR 7265, Feb. 21, 1991, as amended at 61 FR 30391, June 14, 1996; 70 
FR 46088, Aug. 9, 2005; 76 FR 71875, Nov. 21, 2011]



Sec. 229.406  (Item 406) Code of ethics.

    (a) Disclose whether the registrant has adopted a code of ethics 
that applies to the registrant's principal executive officer, principal 
financial officer, principal accounting officer or controller, or 
persons performing similar functions. If the registrant has not adopted 
such a code of ethics, explain why it has not done so.
    (b) For purposes of this Item 406, the term code of ethics means 
written standards that are reasonably designed to deter wrongdoing and 
to promote:
    (1) Honest and ethical conduct, including the ethical handling of 
actual or apparent conflicts of interest between personal and 
professional relationships;
    (2) Full, fair, accurate, timely, and understandable disclosure in 
reports and documents that a registrant files with, or submits to, the 
Commission and in other public communications made by the registrant;
    (3) Compliance with applicable governmental laws, rules and 
regulations;
    (4) The prompt internal reporting of violations of the code to an 
appropriate person or persons identified in the code; and
    (5) Accountability for adherence to the code.
    (c) The registrant must:
    (1) File with the Commission a copy of its code of ethics that 
applies to the registrant's principal executive officer, principal 
financial officer, principal accounting officer or controller, or 
persons performing similar functions, as an exhibit to its annual 
report;
    (2) Post the text of such code of ethics on its Internet website and 
disclose, in its annual report, its Internet address and the fact that 
it has posted such code of ethics on its Internet Web site; or

[[Page 463]]

    (3) Undertake in its annual report filed with the Commission to 
provide to any person without charge, upon request, a copy of such code 
of ethics and explain the manner in which such request may be made.
    (d) If the registrant intends to satisfy the disclosure requirement 
under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a 
provision of its code of ethics that applies to the registrant's 
principal executive officer, principal financial officer, principal 
accounting officer or controller, or persons performing similar 
functions and that relates to any element of the code of ethics 
definition enumerated in paragraph (b) of this Item by posting such 
information on its Internet website, disclose the registrant's Internet 
address and such intention.

Instructions to Item 406. 1. A registrant may have separate codes of 
ethics for different types of officers. Furthermore, a code of ethics 
within the meaning of paragraph (b) of this Item may be a portion of a 
broader document that addresses additional topics or that applies to 
more persons than those specified in paragraph (a). In satisfying the 
requirements of paragraph (c), a registrant need only file, post or 
provide the portions of a broader document that constitutes a code of 
ethics as defined in paragraph (b) and that apply to the persons 
specified in paragraph (a).
    2. If a registrant elects to satisfy paragraph (c) of this Item by 
posting its code of ethics on its website pursuant to paragraph (c)(2), 
the code of ethics must remain accessible on its Web site for as long as 
the registrant remains subject to the requirements of this Item and 
chooses to comply with this Item by posting its code on its Web site 
pursuant to paragraph (c)(2).

[68 FR 5127, Jan. 31, 2003, as amended at 70 FR 1594, Jan. 7, 2005]



Sec. 229.407  (Item 407) Corporate governance.

    (a) Director independence. Identify each director and, when the 
disclosure called for by this paragraph is being presented in a proxy or 
information statement relating to the election of directors, each 
nominee for director, that is independent under the independence 
standards applicable to the registrant under paragraph (a)(1) of this 
Item. In addition, if such independence standards contain independence 
requirements for committees of the board of directors, identify each 
director that is a member of the compensation, nominating or audit 
committee that is not independent under such committee independence 
standards. If the registrant does not have a separately designated 
audit, nominating or compensation committee or committee performing 
similar functions, the registrant must provide the disclosure of 
directors that are not independent with respect to all members of the 
board of directors applying such committee independence standards.
    (1) In determining whether or not the director or nominee for 
director is independent for the purposes of paragraph (a) of this Item, 
the registrant shall use the applicable definition of independence, as 
follows:
    (i) If the registrant is a listed issuer whose securities are listed 
on a national securities exchange or in an inter-dealer quotation system 
which has requirements that a majority of the board of directors be 
independent, the registrant's definition of independence that it uses 
for determining if a majority of the board of directors is independent 
in compliance with the listing standards applicable to the registrant. 
When determining whether the members of a committee of the board of 
directors are independent, the registrant's definition of independence 
that it uses for determining if the members of that specific committee 
are independent in compliance with the independence standards applicable 
for the members of the specific committee in the listing standards of 
the national securities exchange or inter-dealer quotation system that 
the registrant uses for determining if a majority of the board of 
directors are independent. If the registrant does not have independence 
standards for a committee, the independence standards for that specific 
committee in the listing standards of the national securities exchange 
or inter-dealer quotation system that the registrant uses for 
determining if a majority of the board of directors are independent.
    (ii) If the registrant is not a listed issuer, a definition of 
independence of a national securities exchange or of an inter-dealer 
quotation system which

[[Page 464]]

has requirements that a majority of the board of directors be 
independent, and state which definition is used. Whatever such 
definition the registrant chooses, it must use the same definition with 
respect to all directors and nominees for director. When determining 
whether the members of a specific committee of the board of directors 
are independent, if the national securities exchange or national 
securities association whose standards are used has independence 
standards for the members of a specific committee, use those committee 
specific standards.
    (iii) If the information called for by paragraph (a) of this Item is 
being presented in a registration statement on Form S-1 (Sec. 239.11 of 
this chapter) under the Securities Act or on a Form 10 (Sec. 249.210 of 
this chapter) under the Exchange Act where the registrant has applied 
for listing with a national securities exchange or in an inter-dealer 
quotation system that has requirements that a majority of the board of 
directors be independent, the definition of independence that the 
registrant uses for determining if a majority of the board of directors 
is independent, and the definition of independence that the registrant 
uses for determining if members of the specific committee of the board 
of directors are independent, that is in compliance with the 
independence listing standards of the national securities exchange or 
inter-dealer quotation system on which it has applied for listing, or if 
the registrant has not adopted such definitions, the independence 
standards for determining if the majority of the board of directors is 
independent and if members of the committee of the board of directors 
are independent of that national securities exchange or inter-dealer 
quotation system.
    (2) If the registrant uses its own definitions for determining 
whether its directors and nominees for director, and members of specific 
committees of the board of directors, are independent, disclose whether 
these definitions are available to security holders on the registrant's 
Web site. If so, provide the registrant's Web site address. If not, 
include a copy of these policies in an appendix to the registrant's 
proxy statement or information statement that is provided to security 
holders at least once every three fiscal years or if the policies have 
been materially amended since the beginning of the registrant's last 
fiscal year. If a current copy of the policies is not available to 
security holders on the registrant's Web site, and is not included as an 
appendix to the registrant's proxy statement or information statement, 
identify the most recent fiscal year in which the policies were so 
included in satisfaction of this requirement.
    (3) For each director and nominee for director that is identified as 
independent, describe, by specific category or type, any transactions, 
relationships or arrangements not disclosed pursuant to Item 404(a) 
(Sec. 229.404(a)), or for investment companies, Item 22(b) of Schedule 
14A (Sec. 240.14a-101 of this chapter), that were considered by the 
board of directors under the applicable independence definitions in 
determining that the director is independent.

Instructions to Item 407(a). 1. If the registrant is a listed issuer 
whose securities are listed on a national securities exchange or in an 
inter-dealer quotation system which has requirements that a majority of 
the board of directors be independent, and also has exemptions to those 
requirements (for independence of a majority of the board of directors 
or committee member independence) upon which the registrant relied, 
disclose the exemption relied upon and explain the basis for the 
registrant's conclusion that such exemption is applicable. The same 
disclosure should be provided if the registrant is not a listed issuer 
and the national securities exchange or inter-dealer quotation system 
selected by the registrant has exemptions that are applicable to the 
registrant. Any national securities exchange or inter-dealer quotation 
system which has requirements that at least 50 percent of the members of 
a small business issuer's board of directors must be independent shall 
be considered a national securities exchange or inter-dealer quotation 
system which has requirements that a majority of the board of directors 
be independent for the purposes of the disclosure required by paragraph 
(a) of this Item.
    2. Registrants shall provide the disclosure required by paragraph 
(a) of this Item for any person who served as a director during any part 
of the last completed fiscal year, except that no information called for 
by paragraph (a) of this Item need be given in a registration statement 
filed at a time when the registrant is not subject to the reporting 
requirements of section 13(a) or 15(d) of the

[[Page 465]]

Exchange Act (15 U.S.C. 78m(a) or 78o(d)) respecting any director who is 
no longer a director at the time of effectiveness of the registration 
statement.
    3. The description of the specific categories or types of 
transactions, relationships or arrangements required by paragraph (a)(3) 
of this Item must be provided in such detail as is necessary to fully 
describe the nature of the transactions, relationships or arrangements.

    (b) Board meetings and committees; annual meeting attendance. (1) 
State the total number of meetings of the board of directors (including 
regularly scheduled and special meetings) which were held during the 
last full fiscal year. Name each incumbent director who during the last 
full fiscal year attended fewer than 75 percent of the aggregate of:
    (i) The total number of meetings of the board of directors (held 
during the period for which he has been a director); and
    (ii) The total number of meetings held by all committees of the 
board on which he served (during the periods that he served).
    (2) Describe the registrant's policy, if any, with regard to board 
members' attendance at annual meetings of security holders and state the 
number of board members who attended the prior year's annual meeting.

Instruction to Item 407(b)(2). In lieu of providing the information 
required by paragraph (b)(2) of this Item in the proxy statement, the 
registrant may instead provide the registrant's Web site address where 
such information appears.

    (3) State whether or not the registrant has standing audit, 
nominating and compensation committees of the board of directors, or 
committees performing similar functions. If the registrant has such 
committees, however designated, identify each committee member, state 
the number of committee meetings held by each such committee during the 
last fiscal year and describe briefly the functions performed by each 
such committee. Such disclosure need not be provided to the extent it is 
duplicative of disclosure provided in accordance with paragraph (c), (d) 
or (e) of this Item.
    (c) Nominating committee. (1) If the registrant does not have a 
standing nominating committee or committee performing similar functions, 
state the basis for the view of the board of directors that it is 
appropriate for the registrant not to have such a committee and identify 
each director who participates in the consideration of director 
nominees.
    (2) Provide the following information regarding the registrant's 
director nomination process:
    (i) State whether or not the nominating committee has a charter. If 
the nominating committee has a charter, provide the disclosure required 
by Instruction 2 to this Item regarding the nominating committee 
charter;
    (ii) If the nominating committee has a policy with regard to the 
consideration of any director candidates recommended by security 
holders, provide a description of the material elements of that policy, 
which shall include, but need not be limited to, a statement as to 
whether the committee will consider director candidates recommended by 
security holders;
    (iii) If the nominating committee does not have a policy with regard 
to the consideration of any director candidates recommended by security 
holders, state that fact and state the basis for the view of the board 
of directors that it is appropriate for the registrant not to have such 
a policy;
    (iv) If the nominating committee will consider candidates 
recommended by security holders, describe the procedures to be followed 
by security holders in submitting such recommendations;
    (v) Describe any specific minimum qualifications that the nominating 
committee believes must be met by a nominating committee-recommended 
nominee for a position on the registrant's board of directors, and 
describe any specific qualities or skills that the nominating committee 
believes are necessary for one or more of the registrant's directors to 
possess;
    (vi) Describe the nominating committee's process for identifying and 
evaluating nominees for director, including nominees recommended by 
security holders, and any differences in the manner in which the 
nominating committee evaluates nominees for director based on whether 
the nominee is recommended by a security holder, and

[[Page 466]]

whether, and if so how, the nominating committee (or the board) 
considers diversity in identifying nominees for director. If the 
nominating committee (or the board) has a policy with regard to the 
consideration of diversity in identifying director nominees, describe 
how this policy is implemented, as well as how the nominating committee 
(or the board) assesses the effectiveness of its policy;
    (vii) With regard to each nominee approved by the nominating 
committee for inclusion on the registrant's proxy card (other than 
nominees who are executive officers or who are directors standing for 
re-election), state which one or more of the following categories of 
persons or entities recommended that nominee: Security holder, non-
management director, chief executive officer, other executive officer, 
third-party search firm, or other specified source. With regard to each 
such nominee approved by a nominating committee of an investment 
company, state which one or more of the following additional categories 
of persons or entities recommended that nominee: Security holder, 
director, chief executive officer, other executive officer, or employee 
of the investment company's investment adviser, principal underwriter, 
or any affiliated person of the investment adviser or principal 
underwriter;
    (viii) If the registrant pays a fee to any third party or parties to 
identify or evaluate or assist in identifying or evaluating potential 
nominees, disclose the function performed by each such third party; and
    (ix) If the registrant's nominating committee received, by a date 
not later than the 120th calendar day before the date of the 
registrant's proxy statement released to security holders in connection 
with the previous year's annual meeting, a recommended nominee from a 
security holder that beneficially owned more than 5% of the registrant's 
voting common stock for at least one year as of the date the 
recommendation was made, or from a group of security holders that 
beneficially owned, in the aggregate, more than 5% of the registrant's 
voting common stock, with each of the securities used to calculate that 
ownership held for at least one year as of the date the recommendation 
was made, identify the candidate and the security holder or security 
holder group that recommended the candidate and disclose whether the 
nominating committee chose to nominate the candidate, provided, however, 
that no such identification or disclosure is required without the 
written consent of both the security holder or security holder group and 
the candidate to be so identified.

Instructions to Item 407(c)(2)(ix). 1. For purposes of paragraph 
(c)(2)(ix) of this Item, the percentage of securities held by a 
nominating security holder may be determined using information set forth 
in the registrant's most recent quarterly or annual report, and any 
current report subsequent thereto, filed with the Commission pursuant to 
the Exchange Act (or, in the case of a registrant that is an investment 
company registered under the Investment Company Act of 1940, the 
registrant's most recent report on Form N-CSR (Secs. 249.331 and 274.128 
of this chapter)), unless the party relying on such report knows or has 
reason to believe that the information contained therein is inaccurate.
    2. For purposes of the registrant's obligation to provide the 
disclosure specified in paragraph (c)(2)(ix) of this Item, where the 
date of the annual meeting has been changed by more than 30 days from 
the date of the previous year's meeting, the obligation under that Item 
will arise where the registrant receives the security holder 
recommendation a reasonable time before the registrant begins to print 
and mail its proxy materials.
    3. For purposes of paragraph (c)(2)(ix) of this Item, the percentage 
of securities held by a recommending security holder, as well as the 
holding period of those securities, may be determined by the registrant 
if the security holder is the registered holder of the securities. If 
the security holder is not the registered owner of the securities, he or 
she can submit one of the following to the registrant to evidence the 
required ownership percentage and holding period:
    a. A written statement from the ``record'' holder of the securities 
(usually a broker or bank) verifying that, at the time the security 
holder made the recommendation, he or she had held the required 
securities for at least one year; or
    b. If the security holder has filed a Schedule 13D (Sec. 240.13d-101 
of this chapter), Schedule 13G (Sec. 240.13d-102 of this chapter), Form 
3 (Sec. 249.103 of this chapter), Form 4 (Sec. 249.104 of this chapter), 
and/or Form 5 (Sec. 249.105 of this chapter), or amendments to those 
documents or updated forms, reflecting ownership of the

[[Page 467]]

securities as of or before the date of the recommendation, a copy of the 
schedule and/or form, and any subsequent amendments reporting a change 
in ownership level, as well as a written statement that the security 
holder continuously held the securities for the one-year period as of 
the date of the recommendation.
    4. For purposes of the registrant's obligation to provide the 
disclosure specified in paragraph (c)(2)(ix) of this Item, the security 
holder or group must have provided to the registrant, at the time of the 
recommendation, the written consent of all parties to be identified and, 
where the security holder or group members are not registered holders, 
proof that the security holder or group satisfied the required ownership 
percentage and holding period as of the date of the recommendation.
    Instruction to Item 407(c)(2). For purposes of paragraph (c)(2) of 
this Item, the term nominating committee refers not only to nominating 
committees and committees performing similar functions, but also to 
groups of directors fulfilling the role of a nominating committee, 
including the entire board of directors.

    (3) Describe any material changes to the procedures by which 
security holders may recommend nominees to the registrant's board of 
directors, where those changes were implemented after the registrant 
last provided disclosure in response to the requirements of paragraph 
(c)(2)(iv) of this Item, or paragraph (c)(3) of this Item.

Instructions to Item 407(c)(3). 1. The disclosure required in paragraph 
(c)(3) of this Item need only be provided in a registrant's quarterly or 
annual reports.
    2. For purposes of paragraph (c)(3) of this Item, adoption of 
procedures by which security holders may recommend nominees to the 
registrant's board of directors, where the registrant's most recent 
disclosure in response to the requirements of paragraph (c)(2)(iv) of 
this Item, or paragraph (c)(3) of this Item, indicated that the 
registrant did not have in place such procedures, will constitute a 
material change.

    (d) Audit committee. (1) State whether or not the audit committee 
has a charter. If the audit committee has a charter, provide the 
disclosure required by Instruction 2 to this Item regarding the audit 
committee charter.
    (2) If a listed issuer's board of directors determines, in 
accordance with the listing standards applicable to the issuer, to 
appoint a director to the audit committee who is not independent (apart 
from the requirements in Sec. 240.10A-3 of this chapter), including as a 
result of exceptional or limited or similar circumstances, disclose the 
nature of the relationship that makes that individual not independent 
and the reasons for the board of directors' determination.
    (3)(i) The audit committee must state whether:
    (A) The audit committee has reviewed and discussed the audited 
financial statements with management;
    (B) The audit committee has discussed with the independent auditors 
the matters required to be discussed by the statement on Auditing 
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU 
section 380), \1\ as adopted by the Public Company Accounting Oversight 
Board in Rule 3200T;
---------------------------------------------------------------------------

    \1\ Available at http://www.pcaobus.org/standards/interim_standards/
auditing_ standards/index_au.asp?series=300&section=300.
---------------------------------------------------------------------------

    (C) The audit committee has received the written disclosures and the 
letter from the independent accountant required by applicable 
requirements of the Public Company Accounting Oversight Board regarding 
the independent accountant's communications with the audit committee 
concerning independence, and has discussed with the independent 
accountant the independent accountant's independence; and
    (D) Based on the review and discussions referred to in paragraphs 
(d)(3)(i)(A) through (d)(3)(i)(C) of this Item, the audit committee 
recommended to the board of directors that the audited financial 
statements be included in the company's annual report on Form 10-K (17 
CFR 249.310) (or, for closed-end investment companies registered under 
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), the annual 
report to shareholders required by section 30(e) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-29(e)) and Rule 30d-1 (17 CFR 
270.30d-1) thereunder) for the last fiscal year for filing with the 
Commission.
    (ii) The name of each member of the company's audit committee (or, 
in the absence of an audit committee, the

[[Page 468]]

board committee performing equivalent functions or the entire board of 
directors) must appear below the disclosure required by paragraph 
(d)(3)(i) of this Item.
    (4)(i) If the registrant meets the following requirements, provide 
the disclosure in paragraph (d)(4)(ii) of this Item:
    (A) The registrant is a listed issuer, as defined in Sec. 240.10A-3 
of this chapter;
    (B) The registrant is filing an annual report on Form 10-K 
(Sec. 249.310 of this chapter) or a proxy statement or information 
statement pursuant to the Exchange Act (15 U.S.C. 78a et seq.) if action 
is to be taken with respect to the election of directors; and
    (C) The registrant is neither:
    (1) A subsidiary of another listed issuer that is relying on the 
exemption in Sec. 240.10A-3(c)(2) of this chapter; nor
    (2) Relying on any of the exemptions in Sec. 240.10A-3(c)(4) through 
(c)(7) of this chapter.
    (ii)(A) State whether or not the registrant has a separately-
designated standing audit committee established in accordance with 
section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)), or a 
committee performing similar functions. If the registrant has such a 
committee, however designated, identify each committee member. If the 
entire board of directors is acting as the registrant's audit committee 
as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 
78c(a)(58)(B)), so state.
    (B) If applicable, provide the disclosure required by Sec. 240.10A-
3(d) of this chapter regarding an exemption from the listing standards 
for audit committees.
    (5) Audit committee financial expert. (i)(A) Disclose that the 
registrant's board of directors has determined that the registrant 
either:
    (1) Has at least one audit committee financial expert serving on its 
audit committee; or
    (2) Does not have an audit committee financial expert serving on its 
audit committee.
    (B) If the registrant provides the disclosure required by paragraph 
(d)(5)(i)(A)(1) of this Item, it must disclose the name of the audit 
committee financial expert and whether that person is independent, as 
independence for audit committee members is defined in the listing 
standards applicable to the listed issuer.
    (C) If the registrant provides the disclosure required by paragraph 
(d)(5)(i)(A)(2) of this Item, it must explain why it does not have an 
audit committee financial expert.

Instruction to Item 407(d)(5)(i). If the registrant's board of directors 
has determined that the registrant has more than one audit committee 
financial expert serving on its audit committee, the registrant may, but 
is not required to, disclose the names of those additional persons. A 
registrant choosing to identify such persons must indicate whether they 
are independent pursuant to paragraph (d)(5)(i)(B) of this Item.

    (ii) For purposes of this Item, an audit committee financial expert 
means a person who has the following attributes:
    (A) An understanding of generally accepted accounting principles and 
financial statements;
    (B) The ability to assess the general application of such principles 
in connection with the accounting for estimates, accruals and reserves;
    (C) Experience preparing, auditing, analyzing or evaluating 
financial statements that present a breadth and level of complexity of 
accounting issues that are generally comparable to the breadth and 
complexity of issues that can reasonably be expected to be raised by the 
registrant's financial statements, or experience actively supervising 
one or more persons engaged in such activities;
    (D) An understanding of internal control over financial reporting; 
and
    (E) An understanding of audit committee functions.
    (iii) A person shall have acquired such attributes through:
    (A) Education and experience as a principal financial officer, 
principal accounting officer, controller, public accountant or auditor 
or experience in one or more positions that involve the performance of 
similar functions;
    (B) Experience actively supervising a principal financial officer, 
principal accounting officer, controller, public accountant, auditor or 
person performing similar functions;

[[Page 469]]

    (C) Experience overseeing or assessing the performance of companies 
or public accountants with respect to the preparation, auditing or 
evaluation of financial statements; or
    (D) Other relevant experience.
    (iv) Safe harbor. (A) A person who is determined to be an audit 
committee financial expert will not be deemed an expert for any purpose, 
including without limitation for purposes of section 11 of the 
Securities Act (15 U.S.C. 77k), as a result of being designated or 
identified as an audit committee financial expert pursuant to this Item 
407.
    (B) The designation or identification of a person as an audit 
committee financial expert pursuant to this Item 407 does not impose on 
such person any duties, obligations or liability that are greater than 
the duties, obligations and liability imposed on such person as a member 
of the audit committee and board of directors in the absence of such 
designation or identification.
    (C) The designation or identification of a person as an audit 
committee financial expert pursuant to this Item does not affect the 
duties, obligations or liability of any other member of the audit 
committee or board of directors.

Instructions to Item 407(d)(5). 1. The disclosure under paragraph (d)(5) 
of this Item is required only in a registrant's annual report. The 
registrant need not provide the disclosure required by paragraph (d)(5) 
of this Item in a proxy or information statement unless that registrant 
is electing to incorporate this information by reference from the proxy 
or information statement into its annual report pursuant to General 
Instruction G(3) to Form 10-K (17 CFR 249.310).
    2. If a person qualifies as an audit committee financial expert by 
means of having held a position described in paragraph (d)(5)(iii)(D) of 
this Item, the registrant shall provide a brief listing of that person's 
relevant experience. Such disclosure may be made by reference to 
disclosures required under Item 401(e) (Sec. 229.401(e)).
    3. In the case of a foreign private issuer with a two-tier board of 
directors, for purposes of paragraph (d)(5) of this Item, the term board 
of directors means the supervisory or non-management board. In the case 
of a foreign private issuer meeting the requirements of Sec. 240.10A-
3(c)(3) of this chapter, for purposes of paragraph (d)(5) of this Item, 
the term board of directors means the issuer's board of auditors (or 
similar body) or statutory auditors, as applicable. Also, in the case of 
a foreign private issuer, the term generally accepted accounting 
principles in paragraph (d)(5)(ii)(A) of this Item means the body of 
generally accepted accounting principles used by that issuer in its 
primary financial statements filed with the Commission.
    4. A registrant that is an Asset-Backed Issuer (as defined in 
Sec. 229.1101) is not required to disclose the information required by 
paragraph (d)(5) of this Item.

Instructions to Item 407(d). 1. The information required by paragraphs 
(d)(1)-(3) of this Item shall not be deemed to be ``soliciting 
material,'' or to be ``filed'' with the Commission or subject to 
Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2 or 240.14c-1 
through 240.14c-101), other than as provided in this Item, or to the 
liabilities of section 18 of the Exchange Act (15 U.S.C. 78r), except to 
the extent that the registrant specifically requests that the 
information be treated as soliciting material or specifically 
incorporates it by reference into a document filed under the Securities 
Act or the Exchange Act. Such information will not be deemed to be 
incorporated by reference into any filing under the Securities Act or 
the Exchange Act, except to the extent that the registrant specifically 
incorporates it by reference.
    2. The disclosure required by paragraphs (d)(1)-(3) of this Item 
need only be provided one time during any fiscal year.
    3. The disclosure required by paragraph (d)(3) of this Item need not 
be provided in any filings other than a registrant's proxy or 
information statement relating to an annual meeting of security holders 
at which directors are to be elected (or special meeting or written 
consents in lieu of such meeting).

    (e) Compensation committee. (1) If the registrant does not have a 
standing compensation committee or committee performing similar 
functions, state the basis for the view of the board of directors that 
it is appropriate for the registrant not to have such a committee and 
identify each director who participates in the consideration of 
executive officer and director compensation.
    (2) State whether or not the compensation committee has a charter. 
If the compensation committee has a charter, provide the disclosure 
required by Instruction 2 to this Item regarding the compensation 
committee charter.
    (3) Provide a narrative description of the registrant's processes 
and procedures for the consideration and determination of executive and 
director compensation, including:
    (i)(A) The scope of authority of the compensation committee (or 
persons performing the equivalent functions); and

[[Page 470]]

    (B) The extent to which the compensation committee (or persons 
performing the equivalent functions) may delegate any authority 
described in paragraph (e)(3)(i)(A) of this Item to other persons, 
specifying what authority may be so delegated and to whom;
    (ii) Any role of executive officers in determining or recommending 
the amount or form of executive and director compensation; and
    (iii) Any role of compensation consultants in determining or 
recommending the amount or form of executive and director compensation 
(other than any role limited to consulting on any broad-based plan that 
does not discriminate in scope, terms, or operation, in favor of 
executive officers or directors of the registrant, and that is available 
generally to all salaried employees; or providing information that 
either is not customized for a particular registrant or that is 
customized based on parameters that are not developed by the 
compensation consultant, and about which the compensation consultant 
does not provide advice) during the registrant's last completed fiscal 
year, identifying such consultants, stating whether such consultants 
were engaged directly by the compensation committee (or persons 
performing the equivalent functions) or any other person, describing the 
nature and scope of their assignment, and the material elements of the 
instructions or directions given to the consultants with respect to the 
performance of their duties under the engagement:
    (A) If such compensation consultant was engaged by the compensation 
committee (or persons performing the equivalent functions) to provide 
advice or recommendations on the amount or form of executive and 
director compensation (other than any role limited to consulting on any 
broad-based plan that does not discriminate in scope, terms, or 
operation, in favor of executive officers or directors of the 
registrant, and that is available generally to all salaried employees; 
or providing information that either is not customized for a particular 
registrant or that is customized based on parameters that are not 
developed by the compensation consultant, and about which the 
compensation consultant does not provide advice) and the compensation 
consultant or its affiliates also provided additional services to the 
registrant or its affiliates in an amount in excess of $120,000 during 
the registrant's last completed fiscal year, then disclose the aggregate 
fees for determining or recommending the amount or form of executive and 
director compensation and the aggregate fees for such additional 
services. Disclose whether the decision to engage the compensation 
consultant or its affiliates for these other services was made, or 
recommended, by management, and whether the compensation committee or 
the board approved such other services of the compensation consultant or 
its affiliates.
    (B) If the compensation committee (or persons performing the 
equivalent functions) has not engaged a compensation consultant, but 
management has engaged a compensation consultant to provide advice or 
recommendations on the amount or form of executive and director 
compensation (other than any role limited to consulting on any broad-
based plan that does not discriminate in scope, terms, or operation, in 
favor of executive officers or directors of the registrant, and that is 
available generally to all salaried employees; or providing information 
that either is not customized for a particular registrant or that is 
customized based on parameters that are not developed by the 
compensation consultant, and about which the compensation consultant 
does not provide advice) and such compensation consultant or its 
affiliates has provided additional services to the registrant in an 
amount in excess of $120,000 during the registrant's last completed 
fiscal year, then disclose the aggregate fees for determining or 
recommending the amount or form of executive and director compensation 
and the aggregate fees for any additional services provided by the 
compensation consultant or its affiliates.
    (iv) With regard to any compensation consultant identified in 
response to Item 407(e)(3)(iii) whose work has raised any conflict of 
interest, disclose the nature of the conflict and how the conflict is 
being addressed.

Instruction to Item 407(e)(3)(iv).For purposes of this paragraph 
(e)(3)(iv), the factors listed in

[[Page 471]]

Sec. 240.10C-1(b)(4)(i) through (vi) of this chapter are among the 
factors that should be considered in determining whether a conflict of 
interest exists.

    (4) Under the caption ``Compensation Committee Interlocks and 
Insider Participation'':
    (i) Identify each person who served as a member of the compensation 
committee of the registrant's board of directors (or board committee 
performing equivalent functions) during the last completed fiscal year, 
indicating each committee member who:
    (A) Was, during the fiscal year, an officer or employee of the 
registrant;
    (B) Was formerly an officer of the registrant; or
    (C) Had any relationship requiring disclosure by the registrant 
under any paragraph of Item 404 (Sec. 229.404). In this event, the 
disclosure required by Item 404 (Sec. 229.404) shall accompany such 
identification.
    (ii) If the registrant has no compensation committee (or other board 
committee performing equivalent functions), the registrant shall 
identify each officer and employee of the registrant, and any former 
officer of the registrant, who, during the last completed fiscal year, 
participated in deliberations of the registrant's board of directors 
concerning executive officer compensation.
    (iii) Describe any of the following relationships that existed 
during the last completed fiscal year:
    (A) An executive officer of the registrant served as a member of the 
compensation committee (or other board committee performing equivalent 
functions or, in the absence of any such committee, the entire board of 
directors) of another entity, one of whose executive officers served on 
the compensation committee (or other board committee performing 
equivalent functions or, in the absence of any such committee, the 
entire board of directors) of the registrant;
    (B) An executive officer of the registrant served as a director of 
another entity, one of whose executive officers served on the 
compensation committee (or other board committee performing equivalent 
functions or, in the absence of any such committee, the entire board of 
directors) of the registrant; and
    (C) An executive officer of the registrant served as a member of the 
compensation committee (or other board committee performing equivalent 
functions or, in the absence of any such committee, the entire board of 
directors) of another entity, one of whose executive officers served as 
a director of the registrant.
    (iv) Disclosure required under paragraph (e)(4)(iii) of this Item 
regarding a compensation committee member or other director of the 
registrant who also served as an executive officer of another entity 
shall be accompanied by the disclosure called for by Item 404 with 
respect to that person.

Instruction to Item 407(e)(4). For purposes of paragraph (e)(4) of this 
Item, the term entity shall not include an entity exempt from tax under 
section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)).

    (5) Under the caption ``Compensation Committee Report:''
    (i) The compensation committee (or other board committee performing 
equivalent functions or, in the absence of any such committee, the 
entire board of directors) must state whether:
    (A) The compensation committee has reviewed and discussed the 
Compensation Discussion and Analysis required by Item 402(b) 
(Sec. 229.402(b)) with management; and
    (B) Based on the review and discussions referred to in paragraph 
(e)(5)(i)(A) of this Item, the compensation committee recommended to the 
board of directors that the Compensation Discussion and Analysis be 
included in the registrant's annual report on Form 10-K (Sec. 249.310 of 
this chapter), proxy statement on Schedule 14A (Sec. 240.14a-101 of this 
chapter) or information statement on Schedule 14C (Sec. 240.14c-101 of 
this chapter).
    (ii) The name of each member of the registrant's compensation 
committee (or other board committee performing equivalent functions or, 
in the absence of any such committee, the entire board of directors) 
must appear below the disclosure required by paragraph (e)(5)(i) of this 
Item.

Instructions to Item 407(e)(5). 1. The information required by paragraph 
(e)(5) of this Item

[[Page 472]]

shall not be deemed to be ``soliciting material,'' or to be ``filed'' 
with the Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-
1 through 240.14b-2 or 240.14c-1 through 240.14c-101), other than as 
provided in this Item, or to the liabilities of section 18 of the 
Exchange Act (15 U.S.C. 78r), except to the extent that the registrant 
specifically requests that the information be treated as soliciting 
material or specifically incorporates it by reference into a document 
filed under the Securities Act or the Exchange Act.
    2. The disclosure required by paragraph (e)(5) of this Item need not 
be provided in any filings other than an annual report on Form 10-K 
(Sec. 249.310 of this chapter), a proxy statement on Schedule 14A 
(Sec. 240.14a-101 of this chapter) or an information statement on 
Schedule 14C (Sec. 240.14c-101 of this chapter). Such information will 
not be deemed to be incorporated by reference into any filing under the 
Securities Act or the Exchange Act, except to the extent that the 
registrant specifically incorporates it by reference. If the registrant 
elects to incorporate this information by reference from the proxy or 
information statement into its annual report on Form 10-K pursuant to 
General Instruction G(3) to Form 10-K, the disclosure required by 
paragraph (e)(5) of this Item will be deemed furnished in the annual 
report on Form 10-K and will not be deemed incorporated by reference 
into any filing under the Securities Act or the Exchange Act as a result 
as a result of furnishing the disclosure in this manner.
    3. The disclosure required by paragraph (e)(5) of this Item need 
only be provided one time during any fiscal year.

    (f) Shareholder communications. (1) State whether or not the 
registrant's board of directors provides a process for security holders 
to send communications to the board of directors and, if the registrant 
does not have such a process for security holders to send communications 
to the board of directors, state the basis for the view of the board of 
directors that it is appropriate for the registrant not to have such a 
process.
    (2) If the registrant has a process for security holders to send 
communications to the board of directors:
    (i) Describe the manner in which security holders can send 
communications to the board and, if applicable, to specified individual 
directors; and
    (ii) If all security holder communications are not sent directly to 
board members, describe the registrant's process for determining which 
communications will be relayed to board members.

Instructions to Item 407(f). 1. In lieu of providing the information 
required by paragraph (f)(2) of this Item in the proxy statement, the 
registrant may instead provide the registrant's Web site address where 
such information appears.
    2. For purposes of the disclosure required by paragraph (f)(2)(ii) 
of this Item, a registrant's process for collecting and organizing 
security holder communications, as well as similar or related 
activities, need not be disclosed provided that the registrant's process 
is approved by a majority of the independent directors or, in the case 
of a registrant that is an investment company, a majority of the 
directors who are not ``interested persons'' of the investment company 
as defined in section 2(a)(19) of the Investment Company Act of 1940 (15 
U.S.C. 80a-2(a)(19)).
    3. For purposes of this paragraph, communications from an officer or 
director of the registrant will not be viewed as ``security holder 
communications.'' Communications from an employee or agent of the 
registrant will be viewed as ``security holder communications'' for 
purposes of this paragraph only if those communications are made solely 
in such employee's or agent's capacity as a security holder.
    4. For purposes of this paragraph, security holder proposals 
submitted pursuant to Sec. 240.14a-8 of this chapter, and communications 
made in connection with such proposals, will not be viewed as ``security 
holder communications.''

    (g) Smaller reporting companies. A registrant that qualifies as a 
``smaller reporting company,'' as defined by Sec. 229.10(f)(1), is not 
required to provide:
    (1) The disclosure required in paragraph (d)(5) of this Item in its 
first annual report filed pursuant to section 13(a) or 15(d) of the 
Exchange Act (15 U.S.C. 78m(a) or 78o(d)) following the effective date 
of its first registration statement filed under the Securities Act (15 
U.S.C. 77a et seq.) or Exchange Act (15 U.S.C. 78a et seq.); and
    (2) Need not provide the disclosures required by paragraphs (e)(4) 
and (e)(5) of this Item.
    (h) Board leadership structure and role in risk oversight. Briefly 
describe the leadership structure of the registrant's board, such as 
whether the same person serves as both principal executive officer and 
chairman of the board, or whether two individuals serve in those

[[Page 473]]

positions, and, in the case of a registrant that is an investment 
company, whether the chairman of the board is an ``interested person'' 
of the registrant as defined in section 2(a)(19) of the Investment 
Company Act (15 U.S.C. 80a-2(a)(19)). If one person serves as both 
principal executive officer and chairman of the board, or if the 
chairman of the board of a registrant that is an investment company is 
an ``interested person'' of the registrant, disclose whether the 
registrant has a lead independent director and what specific role the 
lead independent director plays in the leadership of the board. This 
disclosure should indicate why the registrant has determined that its 
leadership structure is appropriate given the specific characteristics 
or circumstances of the registrant. In addition, disclose the extent of 
the board's role in the risk oversight of the registrant, such as how 
the board administers its oversight function, and the effect that this 
has on the board's leadership structure.

Instructions to Item 407. 1. For purposes of this Item:
    a. Listed issuer means a listed issuer as defined in Sec. 240.10A-3 
of this chapter;
    b. National securities exchange means a national securities exchange 
registered pursuant to section 6(a) of the Exchange Act (15 U.S.C. 
78f(a));
    c. Inter-dealer quotation system means an automated inter-dealer 
quotation system of a national securities association registered 
pursuant to section 15A(a) of the Exchange Act (15 U.S.C. 78o-3(a)); and
    d. National securities association means a national securities 
association registered pursuant to section 15A(a) of the Exchange Act 
(15 U.S.C. 78o-3(a)) that has been approved by the Commission (as that 
definition may be modified or supplemented).
    2. With respect to paragraphs (c)(2)(i), (d)(1) and (e)(2) of this 
Item, disclose whether a current copy of the applicable committee 
charter is available to security holders on the registrant's Web site, 
and if so, provide the registrant's Web site address. If a current copy 
of the charter is not available to security holders on the registrant's 
Web site, include a copy of the charter in an appendix to the 
registrant's proxy or information statement that is provided to security 
holders at least once every three fiscal years, or if the charter has 
been materially amended since the beginning of the registrant's last 
fiscal year. If a current copy of the charter is not available to 
security holders on the registrant's Web site, and is not included as an 
appendix to the registrant's proxy or information statement, identify in 
which of the prior fiscal years the charter was so included in 
satisfaction of this requirement.

[71 FR 53254, Sept. 8, 2006, as amended at 73 FR 964, Jan. 4, 2008; 73 
FR 57238, Oct. 2, 2008; 74 FR 68364, Dec. 23, 2009; 77 FR 38453, July 
27, 2012]



    Subpart 229.500_Registration Statement and Prospectus Provisions



Sec. 229.501  (Item 501) Forepart of Registration Statement and Outside
Front Cover Page of Prospectus.

    The registrant must furnish the following information in plain 
English. See Sec. 230.421(d) of Regulation C of this chapter.
    (a) Front cover page of the registration statement. Where 
appropriate, include the delaying amendment legend from

Sec. 230.473 of Regulation C of this chapter.
    (b) Outside front cover page of the prospectus. Limit the outside 
cover page to one page. If the following information applies to your 
offering, disclose it on the outside cover page of the prospectus.
    (1) Name. The registrant's name. A foreign registrant must give the 
English translation of its name.

Instruction to paragraph 501(b)(1): If your name is the same as that of 
a company that is well known, include information to eliminate any 
possible confusion with the other company. If your name indicates a line 
of business in which you are not engaged or you are engaged only to a 
limited extent, include information to eliminate any misleading 
inference as to your business. In some circumstances, disclosure may not 
be sufficient and you may be required to change your name. You will not 
be required to change your name if you are an established company, the 
character of your business has changed, and the investing public is 
generally aware of the change and the character of your current 
business.

    (2) Title and amount of securities. The title and amount of 
securities offered. Separately state the amount of securities offered by 
selling security holders, if any. If the underwriter has any arrangement 
with the issuer, such as an over-allotment option, under which the 
underwriter may purchase additional shares in connection with the 
offering, indicate that this arrangement exists

[[Page 474]]

and state the amount of additional shares that the underwriter may 
purchase under the arrangement. Give a brief description of the 
securities except where the information is clear from the title of the 
security. For example, you are not required to describe common stock 
that has full voting, dividend and liquidation rights usually associated 
with common stock.
    (3) Offering price of the securities. Where you offer securities for 
cash, the price to the public of the securities, the underwriter's 
discounts and commissions, the net proceeds you receive, and any selling 
shareholder's net proceeds. Show this information on both a per share or 
unit basis and for the total amount of the offering. If you make the 
offering on a minimum/maximum basis, show this information based on the 
total minimum and total maximum amount of the offering. You may present 
the information in a table, term sheet format, or other clear 
presentation. You may present the information in any format that fits 
the design of the cover page so long as the information can be easily 
read and is not misleading:

Instructions to paragraph 501(b)(3): 1. If a preliminary prospectus is 
circulated and you are not subject to the reporting requirements of 
Section 13(a) or 15(d) of the Exchange Act, provide, as applicable:
    (A) A bona fide estimate of the range of the maximum offering price 
and the maximum number of securities offered; or
    (B) A bona fide estimate of the principal amount of the debt 
securities offered.
    2. If it is impracticable to state the price to the public, explain 
the method by which the price is to be determined. If the securities are 
to be offered at the market price, or if the offering price is to be 
determined by a formula related to the market price, indicate the market 
and market price of the securities as of the latest practicable date.
    3. If you file a registration statement on Form S-8, you are not 
required to comply with this paragraph (b)(3).

    (4) Market for the securities. Whether any national securities 
exchange or the Nasdaq Stock Market lists the securities offered, naming 
the particular market(s), and identifying the trading symbol(s) for 
those securities;
    (5) Risk factors. A cross-reference to the risk factors section, 
including the page number where it appears in the prospectus. Highlight 
this cross-reference by prominent type or in another manner;
    (6) State legend. Any legend or statement required by the law of any 
state in which the securities are to be offered. You may combine this 
with any legend required by the SEC, if appropriate;
    (7) Commission legend. A legend that indicates that neither the 
Securities and Exchange Commission nor any state securities commission 
has approved or disapproved of the securities or passed upon the 
accuracy or adequacy of the disclosures in the prospectus and that any 
contrary representation is a criminal offense. You may use one of the 
following or other clear, plain language:

    Example A: Neither the Securities and Exchange Commission nor any 
state securities commission has approved or disapproved of these 
securities or passed upon the adequacy or accuracy of this prospectus. 
Any representation to the contrary is a criminal offense.
    Example B: Neither the Securities and Exchange Commission nor any 
state securities commission has approved or disapproved of these 
securities or determined if this prospectus is truthful or complete. Any 
representation to the contrary is a criminal offense.

    (8) Underwriting. (i) Name(s) of the lead or managing underwriter(s) 
and an identification of the nature of the underwriting arrangements;
    (ii) If the offering is not made on a firm commitment basis, a brief 
description of the underwriting arrangements. You may use any clear, 
concise, and accurate description of the underwriting arrangements. You 
may use the following descriptions of underwriting arrangements where 
appropriate:

    Example A: Best efforts offering. The underwriters are not required 
to sell any specific number or dollar amount of securities but will use 
their best efforts to sell the securities offered.
    Example B: Best efforts, minimum-maximum offering. The underwriters 
must sell the minimum number of securities offered (insert number) if 
any are sold. The underwriters are required to use only their best 
efforts to sell the maximum number of securities offered (insert 
number).

    (iii) If you offer the securities on a best efforts or best efforts 
minimum/maximum basis, the date the offering

[[Page 475]]

will end, any minimum purchase requirements, and any arrangements to 
place the funds in an escrow, trust, or similar account. If you have not 
made any of these arrangements, state this fact and describe the effect 
on investors;
    (9) Date of prospectus. The date of the prospectus;
    (10) Prospectus ``Subject to Completion'' legend. If you use the 
prospectus before the effective date of the registration statement, a 
prominent statement that:
    (i) The information in the prospectus will be amended or completed;
    (ii) A registration statement relating to these securities has been 
filed with the Securities and Exchange Commission;
    (iii) The securities may not be sold until the registration 
statement becomes effective; and
    (iv) The prospectus is not an offer to sell the securities and it is 
not soliciting an offer to buy the securities in any state where offers 
or sales are not permitted. The legend may be in the following or other 
clear, plain language:

    The information in this prospectus is not complete and may be 
changed. We may not sell these securities until the registration 
statement filed with the Securities and Exchange Commission is 
effective. This prospectus is not an offer to sell these securities and 
it is not soliciting an offer to buy these securities in any state where 
the offer or sale is not permitted.

    (11) If you use Sec. 230.430A of this chapter to omit pricing 
information and the prospectus is used before you determine the public 
offering price, the information and legend in paragraph (b)(10) of this 
section.

Instruction to Item 501: For asset-backed securities, see also Item 1102 
of Regulation AB (Sec. 229.1102).

[63 FR 6381, Feb. 6, 1998, as amended at 70 FR 1594, Jan. 7, 2005]



Sec. 229.502  (Item 502) Inside front and outside back cover pages of
prospectus.

    The registrant must furnish this information in plain English. See 
Sec. 230.421(d) of Regulation C of this chapter.
    (a) Table of contents. On either the inside front or outside back 
cover page of the prospectus, provide a reasonably detailed table of 
contents. It must show the page number of the various sections or 
subdivisions of the prospectus. Include a specific listing of the risk 
factors section required by Item 503 of this Regulation S-K (17 CFR 
229.503). You must include the table of contents immediately following 
the cover page in any prospectus you deliver electronically.
    (b) Dealer prospectus delivery obligation. On the outside back cover 
page of the prospectus, advise dealers of their prospectus delivery 
obligation, including the expiration date specified by Section 4(3) of 
the Securities Act (15 U.S.C. 77d(3)) and Sec. 230.174 of this chapter. 
If you do not know the expiration date on the effective date of the 
registration statement, include the expiration date in the copy of the 
prospectus you file under Sec. 230.424(b) of this chapter. You do not 
have to include this information if dealers are not required to deliver 
a prospectus under Sec. 230.174 of this chapter or Section 24(d) of the 
Investment Company Act (15 U.S.C. 80a-24). You may use the following or 
other clear, plain language:

                  Dealer Prospectus Delivery Obligation

    Until (insert date), all dealers that effect transactions in these 
securities, whether or not participating in this offering, may be 
required to deliver a prospectus. This is in addition to the dealers' 
obligation to deliver a prospectus when acting as underwriters and with 
respect to their unsold allotments or subscriptions.

[63 FR 6383, Feb. 6, 1998]



Sec. 229.503  (Item 503) Prospectus summary, risk factors, and ratio of
earnings to fixed charges.

    The registrant must furnish this information in plain English. See 
Sec. 230.421(d) of Regulation C of this chapter.
    (a) Prospectus summary. Provide a summary of the information in the 
prospectus where the length or complexity of the prospectus makes a 
summary useful. The summary should be brief. The summary should not 
contain, and is not required to contain, all of the detailed information 
in the prospectus. If

[[Page 476]]

you provide summary business or financial information, even if you do 
not caption it as a summary, you still must provide that information in 
plain English.

Instruction to paragraph 503(a): The summary should not merely repeat 
the text of the prospectus but should provide a brief overview of the 
key aspects of the offering. Carefully consider and identify those 
aspects of the offering that are the most significant and determine how 
best to highlight those points in clear, plain language.

    (b) Address and telephone number. Include, either on the cover page 
or in the summary section of the prospectus, the complete mailing 
address and telephone number of your principal executive offices.
    (c) Risk factors. Where appropriate, provide under the caption 
``Risk Factors'' a discussion of the most significant factors that make 
the offering speculative or risky. This discussion must be concise and 
organized logically. Do not present risks that could apply to any issuer 
or any offering. Explain how the risk affects the issuer or the 
securities being offered. Set forth each risk factor under a subcaption 
that adequately describes the risk. The risk factor discussion must 
immediately follow the summary section. If you do not include a summary 
section, the risk factor section must immediately follow the cover page 
of the prospectus or the pricing information section that immediately 
follows the cover page. Pricing information means price and price-
related information that you may omit from the prospectus in an 
effective registration statement based on Sec. 230.430A(a) of this 
chapter. The risk factors may include, among other things, the 
following:
    (1) Your lack of an operating history;
    (2) Your lack of profitable operations in recent periods;
    (3) Your financial position;
    (4) Your business or proposed business; or
    (5) The lack of a market for your common equity securities or 
securities convertible into or exercisable for common equity securities.
    (d) Ratio of earnings to fixed charges. If you register debt 
securities, show a ratio of earnings to fixed charges. If you register 
preference equity securities, show the ratio of combined fixed charges 
and preference dividends to earnings. Present the ratio for each of the 
last five fiscal years and the latest interim period for which financial 
statements are presented in the document. If you will use the proceeds 
from the sale of debt or preference securities to repay any of your 
outstanding debt or to retire other securities and the change in the 
ratio would be ten percent or greater, you must include a ratio showing 
the application of the proceeds, commonly referred to as the pro forma 
ratio.

Instructions to paragraph 503(d): 1. Definitions. In calculating the 
ratio of earnings to fixed charges, you must use the following 
definitions:
    (A) Fixed charges. The term ``fixed charges'' means the sum of the 
following: (a) interest expensed and capitalized, (b) amortized 
premiums, discounts and capitalized expenses related to indebtedness, 
(c) an estimate of the interest within rental expense, and (d) 
preference security dividend requirements of consolidated subsidiaries.
    (B) Preference security dividend. The term ``preference security 
dividend'' is the amount of pre-tax earnings that is required to pay the 
dividends on outstanding preference securities. The dividend requirement 
must be computed as the amount of the dividend divided by (1 minus the 
effective income tax rate applicable to continuing operations).
    (C) Earnings. The term ``earnings'' is the amount resulting from 
adding and subtracting the following items. Add the following: (a) pre-
tax income from continuing operations before adjustment for income or 
loss from equity investees; (b) fixed charges; (c) amortization of 
capitalized interest; (d) distributed income of equity investees; and 
(e) your share of pre-tax losses of equity investees for which charges 
arising from guarantees are included in fixed charges. From the total of 
the added items, subtract the following: (a) interest capitalized; (b) 
preference security dividend requirements of consolidated subsidiaries; 
and (c) the noncontrolling interest in pre-tax income of subsidiaries 
that have not incurred fixed charges. Equity investees are investments 
that you account for using the equity method of accounting. Public 
utilities following FASB ASC Topic 980, Regulated Operations, should not 
add amortization of capitalized interest in determining earnings, nor 
reduce fixed charges by any allowance for funds used during 
construction.
    2. Disclosure. Disclose the following information when showing the 
ratio of earnings to fixed charges:

[[Page 477]]

    (A) Deficiency. If a ratio indicates less than one-to-one coverage, 
disclose the dollar amount of the deficiency.
    (B) Pro forma ratio. You may show the pro forma ratio only for the 
most recent fiscal year and the latest interim period. Use the net 
change in interest or dividends from the refinancing to calculate the 
pro forma ratio.
    (C) Foreign private issuers. A foreign private issuer must show the 
ratio based on the figures in the primary financial statement. A foreign 
private issuer must show the ratio based on the figures resulting from 
the reconciliation to U.S. generally accepted accounting principles if 
this ratio is materially different.
    (D) Summary Section. If you provide a summary or similar section in 
the prospectus, show the ratios in that section.
    3. Exhibit. File an exhibit to the registration statement to show 
the figures used to calculate the ratios. See paragraph (b)(12) of Item 
601 of Regulation S-K (17 CFR 229.601(b)(12)).

    (e) Smaller reporting companies. A registrant that qualifies as a 
smaller reporting company, as defined by Sec. 229.10(f), need not comply 
with paragraph (d) of this Item.

Instruction to Item 503: For asset-backed securities, see also Item 1103 
of Regulation AB (Sec. 229.1103).

[63 FR 6383, Feb. 6, 1998, as amended at 70 FR 1594, Jan. 7, 2005; 73 FR 
964, Jan. 4, 2008; 74 FR 18617, Apr. 23, 2009; 76 FR 50121, Aug. 12, 
2011]



Sec. 229.504  (Item 504) Use of proceeds.

    State the principal purposes for which the net proceeds to the 
registrant from the securities to be offered are intended to be used and 
the approximate amount intended to be used for each such purpose. Where 
registrant has no current specific plan for the proceeds, or a 
significant portion thereof, the registrant shall so state and discuss 
the principal reasons for the offering.

Instructions to Item 504: 1. Where less than all the securities to be 
offered may be sold and more than one use is listed for the proceeds, 
indicate the order of priority of such purposes and discuss the 
registrant's plans if substantially less than the maximum proceeds are 
obtained. Such discussion need not be included if underwriting 
arrangements with respect to such securities are such that, if any 
securities are sold to the public, it reasonably can be expected that 
the actual proceeds will not be substantially less than the aggregate 
proceeds to the registrant shown pursuant to Item 501 of Regulation S-K 
(Sec. 229.501).
    2. Details of proposed expenditures need not be given; for example, 
there need be furnished only a brief outline of any program of 
construction or addition of equipment. Consideration should be given as 
to the need to include a discussion of certain matters addressed in the 
discussion and analysis of registrant's financial condition and results 
of operations, such as liquidity and capital expenditures.
    3. If any material amounts of other funds are necessary to 
accomplish the specified purposes for which the proceeds are to be 
obtained, state the amounts and sources of such other funds needed for 
each such specified purpose and the sources thereof.
    4. If any material part of the proceeds is to be used to discharge 
indebtedness, set forth the interest rate and maturity of such 
indebtedness. If the indebtedness to be discharged was incurred within 
one year, describe the use of the proceeds of such indebtedness other 
than short-term borrowings used for working capital.
    5. If any material amount of the proceeds is to be used to acquire 
assets, otherwise than in the ordinary course of business, describe 
briefly and state the cost of the assets and, where such assets are to 
be acquired from affiliates of the registrant or their associates, give 
the names of the persons from whom they are to be acquired and set forth 
the principle followed in determining the cost to the registrant.
    6. Where the registrant indicates that the proceeds may, or will, be 
used to finance acquisitions of other businesses, the identity of such 
businesses, if known, or, if not known, the nature of the businesses to 
be sought, the status of any negotiations with respect to the 
acquisition, and a brief description of such business shall be included. 
Where, however, pro forma financial statements reflecting such 
acquisition are not required by Regulation S-X (17 CFR 210.01 through 
210.12-29), including Rule 8-05 for smaller reporting companies, to be 
included in the registration statement, the possible terms of any 
transaction, the identification of the parties thereto or the nature of 
the business sought need not be disclosed, to the extent that the 
registrant reasonably determines that public disclosure of such 
information would jeopardize the acquisition. Where Regulation S-X, 
including Rule 8-04 for smaller reporting companies, as applicable, 
would require financial statements of the business to be acquired to be 
included, the description of the business to be acquired shall be more 
detailed.
    7. The registrant may reserve the right to change the use of 
proceeds, provided that such reservation is due to certain contingencies 
that are discussed specifically and

[[Page 478]]

the alternatives to such use in that event are indicated.

[47 FR 11401, Mar. 16, 1982, as amended at 73 FR 964, Jan. 4, 2008]



Sec. 229.505  (Item 505) Determination of offering price.

    (a) Common equity. Where common equity is being registered for which 
there is no established public trading market for purposes of paragraph 
(a) of Item 201 of Regulation S-K (Sec. 229.201(a)) or where there is a 
material disparity between the offering price of the common equity being 
registered and the market price of outstanding shares of the same class, 
describe the various factors considered in determining such offering 
price.
    (b) Warrants, rights and convertible securities. Where warrants, 
rights or convertible securities exercisable for common equity for which 
there is no established public trading market for purposes of paragraph 
(a) of Item 201 of Regulation S-K (Sec. 229.201(a)) are being 
registered, describe the various factors considered in determining their 
exercise or conversion price.



Sec. 229.506  (Item 506) Dilution.

    Where common equity securities are being registered and there is 
substantial disparity between the public offering price and the 
effective cash cost to officers, directors, promoters and affiliated 
persons of common equity acquired by them in transactions during the 
past five years, or which they have the right to acquire, and the 
registrant is not subject to the reporting requirements of section 13(a) 
or 15(d) of the Exchange Act immediately prior to filing of the 
registration statement, there shall be included a comparison of the 
public contribution under the proposed public offering and the effective 
cash contribution of such persons. In such cases, and in other instances 
where common equity securities are being registered by a registrant that 
has had losses in each of its last three fiscal years and there is a 
material dilution of the purchasers' equity interest, the following 
shall be disclosed:
    (a) The net tangible book value per share before and after the 
distribution;
    (b) The amount of the increase in such net tangible book value per 
share attributable to the cash payments made by purchasers of the shares 
being offered; and
    (c) The amount of the immediate dilution from the public offering 
price which will be absorbed by such purchasers.



Sec. 229.507  (Item 507) Selling security holders.

    If any of the securities to be registered are to be offered for the 
account of security holders, name each such security holder, indicate 
the nature of any position, office, or other material relationship which 
the selling security holder has had within the past three years with the 
registrant or any of its predecessors or affiliates, and state the 
amount of securities of the class owned by such security holder prior to 
the offering, the amount to be offered for the security holder's 
account, the amount and (if one percent or more) the percentage of the 
class to be owned by such security holder after completion of the 
offering.



Sec. 229.508  (Item 508) Plan of distribution.

    (a) Underwriters and underwriting obligation. If the securities are 
to be offered through underwriters, name the principal underwriters, and 
state the respective amounts underwritten. Identify each such 
underwriter having a material relationship with the registrant and state 
the nature of the relationship. State briefly the nature of the 
obligation of the underwriter(s) to take the securities.

Instruction to paragraph 508(a): All that is required as to the nature 
of the underwriters' obligation is whether the underwriters are or will 
be committed to take and to pay for all of the securities if any are 
taken, or whether it is merely an agency or the type of best efforts 
arrangement under which the underwriters are required to take and to pay 
for only such securities as they may sell to the public. Conditions 
precedent to the underwriters' taking the securities, including market-
outs, need not be described except in the case of an agency or best 
efforts arrangement.

    (b) New underwriters. Where securities being registered are those of 
a registrant that has not previously been required to file reports 
pursuant to section 13(a) or 15(d) of the Exchange Act,

[[Page 479]]

or where a prospectus is required to include reference on its cover page 
to material risks pursuant to Item 501 of Regulation S-K (Sec. 229.501), 
and any one or more of the managing underwriter(s) (or where there are 
no managing underwriters, a majority of the principal underwriters) has 
been organized, reactivated, or first registered as a broker-dealer 
within the past three years, these facts concerning such underwriter(s) 
shall be disclosed in the prospectus together with, where applicable, 
the disclosures that the principal business function of such 
underwriter(s) will be to sell the securities to be registered, or that 
the promoters of the registrant have a material relationship with such 
underwriter(s). Sufficient details shall be given to allow full 
appreciation of such underwriter(s) experience and its relationship with 
the registrant, promoters and their controlling persons.
    (c) Other distributions. Outline briefly the plan of distribution of 
any securities to be registered that are to be offered otherwise than 
through underwriters.
    (1) If any securities are to be offered pursuant to a dividend or 
interest reinvestment plan the terms of which provide for the purchase 
of some securities on the market, state whether the registrant or the 
participant pays fees, commissions, and expenses incurred in connection 
with the plan. If the participant will pay such fees, commissions and 
expenses, state the anticipated cost to participants by transaction or 
other convenient reference.
    (2) If the securities are to be offered through the selling efforts 
of brokers or dealers, describe the plan of distribution and the terms 
of any agreement, arrangement, or understanding entered into with 
broker(s) or dealer(s) prior to the effective date of the registration 
statement, including volume limitations on sales, parties to the 
agreement and the conditions under which the agreement may be 
terminated. If known, identify the broker(s) or dealer(s) which will 
participate in the offering and state the amount to be offered through 
each.
    (3) If any of the securities being registered are to be offered 
otherwise than for cash, state briefly the general purposes of the 
distribution, the basis upon which the securities are to be offered, the 
amount of compensation and other expenses of distribution, and by whom 
they are to be borne. If the distribution is to be made pursuant to a 
plan of acquisition, reorganization, readjustment or succession, 
describe briefly the general effect of the plan and state when it became 
or is to become operative. As to any material amount of assets to be 
acquired under the plan, furnish information corresponding to that 
required by Instruction 5 of Item 504 of Regulation S-K (Sec. 229.504).
    (d) Offerings on exchange. If the securities are to be offered on an 
exchange, indicate the exchange. If the registered securities are to be 
offered in connection with the writing of exchange-traded call options, 
describe briefly such transactions.
    (e) Underwriter's compensation. Provide a table that sets out the 
nature of the compensation and the amount of discounts and commissions 
to be paid to the underwriter for each security and in total. The table 
must show the separate amounts to be paid by the company and the selling 
shareholders. In addition, include in the table all other items 
considered by the National Association of Securities Dealers to be 
underwriting compensation for purposes of that Association's Rules of 
Fair Practice.

Instructions to paragraph 508(e): 1. The term ``commissions'' is defined 
in paragraph (17) of Schedule A of the Securities Act. Show separately 
in the table the cash commissions paid by the registrant and selling 
security holders. Also show in the table commissions paid by other 
persons. Disclose any finder's fee or similar payments in the table.
    2. Disclose the offering expenses specified in Item 511 of 
Regulation S-K (17 CFR 229.511).
    3. If the underwriter has any arrangement with the issuer, such as 
an over-allotment option, under which the underwriter may purchase 
additional shares in connection with the offering, indicate that this 
arrangement exists and state the amount of additional shares that the 
underwriter may purchase under the arrangement. Where the underwriter 
has such an arrangement, present maximum-minimum information in a 
separate column to the table, based on the purchase of all or none of 
the shares subject to

[[Page 480]]

the arrangement. Describe the key terms of the arrangement in the 
narrative.

    (f) Underwriter's representative on board of directors. Describe any 
arrangement whereby the underwriter has the right to designate or 
nominate a member or members of the board of directors of the 
registrant. The registrant shall disclose the identity of any director 
so designated or nominated, and indicate whether or not a person so 
designated or nominated, or allowed to be designated or nominated by the 
underwriter is or may be a director, officer, partner, employee or 
affiliate of the underwriter.
    (g) Indemnification of underwriters. If the underwriting agreement 
provides for indemnification by the registrant of the underwriters or 
their controlling persons against any liability arising under the 
Securities Act, furnish a brief description of such indemnification 
provisions.
    (h) Dealers' compensation. State briefly the discounts and 
commissions to be allowed or paid to dealers, including all cash, 
securities, contracts or other considerations to be received by any 
dealer in connection with the sale of the securities. If any dealers are 
to act in the capacity of sub-underwriters and are to be allowed or paid 
any additional discounts or commissions for acting in such capacity, a 
general statement to that effect will suffice without giving the 
additional amounts to be sold.
    (i) Finders. Identify any finder and, if applicable, describe the 
nature of any material relationship between such finder and the 
registrant, its officers, directors, principal stockholders, finders or 
promoters or the principal underwriter(s), or if there is a managing 
underwriter(s), the managing underwriter(s), (including, in each case, 
affiliates or associates thereof).
    (j) Discretionary accounts. If the registrant was not, immediately 
prior to the filing of the registration statement, subject to the 
requirements of section 13(a) or 15(d) of the Exchange Act, identify any 
principal underwriter that intends to sell to any accounts over which it 
exercises discretionary authority and include an estimate of the amount 
of securities so intended to be sold. The response to this paragraph 
shall be contained in a pre-effective amendment which shall be 
circulated if the information is not available when the registration 
statement is filed.
    (k) Passive market making. If the underwriters or any selling group 
members intend to engage in passive market making transactions as 
permitted by Rule 103 of Regulation M (Sec. 242.103 of this chapter), 
indicate such intention and briefly describe passive market making.
    (l) Stabilization and other transactions. (1) Briefly describe any 
transaction that the underwriter intends to conduct during the offering 
that stabilizes, maintains, or otherwise affects the market price of the 
offered securities. Include information on stabilizing transactions, 
syndicate short covering transactions, penalty bids, or any other 
transaction that affects the offered security's price. Describe the 
nature of the transactions clearly and explain how the transactions 
affect the offered security's price. Identify the exchange or other 
market on which these transactions may occur. If true, disclose that the 
underwriter may discontinue these transactions at any time;
    (2) If the stabilizing began before the effective date of the 
registration statement, disclose the amount of securities bought, the 
prices at which they were bought and the period within which they were 
bought. If you use Sec. 230.430A of this chapter, the prospectus you 
file under Sec. 230.424(b) of this chapter or include in a post-
effective amendment must contain information on the stabilizing 
transactions that took place before the determination of the public 
offering price; and
    (3) If you are making a warrants or rights offering of securities to 
existing security holders and any securities not purchased by existing 
security holders are to be reoffered to the public, disclose in a 
supplement to the prospectus or in the prospectus used in connection 
with the reoffering:
    (i) The amount of securities bought in stabilization activities 
during the offering period and the price or range of prices at which the 
securities were bought;

[[Page 481]]

    (ii) The amount of the offered securities subscribed for during the 
offering period;
    (iii) The amount of the offered securities subscribed for by the 
underwriter during the offering period;
    (iv) The amount of the offered securities sold during the offering 
period by the underwriter and the price or price ranges at which the 
securities were sold; and
    (v) The amount of the offered securities that will be reoffered to 
the public and the public offering price.

[47 FR 11401, Mar. 16, 1982, as amended at 58 FR 19606, Apr. 15, 1993; 
62 FR 543, Jan. 3, 1997; 62 FR 11323, Mar. 12, 1997; 63 FR 6384, Feb. 6, 
1998]



Sec. 229.509  (Item 509) Interests of named experts and counsel.

    If (a) any expert named in the registration statement as having 
prepared or certified any part thereof (or is named as having prepared 
or certified a report or valuation for use in connection with the 
registration statement), or (b) counsel for the registrant, underwriters 
or selling security holders named in the prospectus as having given an 
opinion upon the validity of the securities being registered or upon 
other legal matters in connection with the registration or offering of 
such securities, was employed for such purpose on a contingent basis, or 
at the time of such preparation, certification or opinion or at any time 
thereafter, through the date of effectiveness of the registration 
statement or that part of the registration statement to which such 
preparation, certification or opinion relates, had, or is to receive in 
connection with the offering, a substantial interest, direct or 
indirect, in the registrant or any of its parents or subsidiaries or was 
connected with the registrant or any of its parents or subsidiaries as a 
promoter, managing underwriter (or any principal underwriter, if there 
are no managing underwriters) voting trustee, director, officer, or 
employee, furnish a brief statement of the nature of such contingent 
basis, interest, or connection.

Instructions to Item 509: 1. The interest of an expert (other than an 
accountant) or counsel will not be deemed substantial and need not be 
disclosed if the interest, including the fair market value of all 
securities of the registrant owned, received and to be received, or 
subject to options, warrants or rights received or to be received by the 
expert or counsel does not exceed $50,000. For the purpose of this 
Instruction, the term expert or counsel includes the firm, corporation, 
partnership or other entity, if any, by which such expert or counsel is 
employed or of which he is a member or of counsel to and all attorneys 
in the case of counsel, and all nonclerical personnel in the case of 
named experts, participating in such matter on behalf of such firm, 
corporation, partnership or entity.
    2. Accountants, providing a report on the financial statements, 
presented or incorporated by reference in the registration statement, 
should note Sec. 210.2-01 of Regulation S-X (17 CFR 210) for the 
Commission's requirements regarding ``Qualification of Accountants'' 
which discusses disqualifying interests.



Sec. 229.510  (Item 510) Disclosure of Commission position on
indemnification for Securities Act liabilities.

    In addition to the disclosure prescribed by Item 702 of Regulation 
S-K (Sec. 229.702), if the undertaking required by paragraph (h) of Item 
512 of Regulation S-K (Sec. 229.512) is not required to be included in 
the registration statement because acceleration of the effective date of 
the registration statement is not being requested, and if waivers have 
not been obtained comparable to those specified in paragraph (h), a 
brief description of the indemnification provisions relating to 
directors, officers and controlling persons of the registrant against 
liability arising under the Securities Act (including any provision of 
the underwriting agreement which relates to indemnification of the 
underwriter or its controlling persons by the registrant against such 
liabilities where a director, officer or controlling person of the 
registrant is such an underwriter or controlling person thereof or a 
member of any firm which is such an underwriter) shall be included in 
the prospectus, together with a statement in substantially the following 
form:

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers or persons 
controlling the registrant pursuant to the foregoing provisions, the 
registrant has been

[[Page 482]]

informed that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act 
and is therefore unenforceable.

[47 FR 11401, Mar. 16, 1982, as amended at 56 FR 48103, Sept. 24, 1991]



Sec. 229.511  (Item 511) Other expenses of issuance and distribution.

    Furnish a reasonably itemized statement of all expenses in 
connection with the issuance and distribution of the securities to be 
registered, other than underwriting discounts and commissions. If any of 
the securities to be registered are to be offered for the account of 
security holders, indicate the portion of such expenses to be borne by 
such security holder.

Instruction to Item 511: Insofar as practicable, registration fees, 
Federal taxes, States taxes and fees, trustees' and transfer agents' 
fees, costs of printing and engraving, and legal, accounting, and 
engineering fees shall be itemized separately. Include as a separate 
item any premium paid by the registrant or any selling security holder 
on any policy obtained in connection with the offering and sale of the 
securities being registered which insures or indemnifies directors or 
officers against any liabilities they may incur in connection with the 
registration, offering, or sale of such securities. The information may 
be given as subject to future contingencies. If the amounts of any items 
are not known, estimates, identified as such, shall be given.



Sec. 229.512  (Item 512) Undertakings.

    Include each of the following undertakings that is applicable to the 
offering being registered.
    (a) Rule 415 Offering. \1\ Include the following if the securities 
are registered pursuant to Rule 415 under the Securities Act 
(Sec. 230.415 of this chapter):
---------------------------------------------------------------------------

    \1\ Paragraph (a) reflects proposals made in Securities Act Release 
No. 6334 (Aug. 6, 1981).
---------------------------------------------------------------------------

    The undersigned registrant hereby undertakes:
    (1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:
    (i) To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;
    (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement. Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this 
chapter) if, in the aggregate, the changes in volume and price represent 
no more than 20% change in the maximum aggregate offering price set 
forth in the ``Calculation of Registration Fee'' table in the effective 
registration statement.
    (iii) To include any material information with respect to the plan 
of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration 
statement;

Provided, however, That:
    (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply 
if the registration statement is on Form S-8 (Sec. 239.16b of this 
chapter), and the information required to be included in a post-
effective amendment by those paragraphs is contained in reports filed 
with or furnished to the Commission by the registrant pursuant to 
section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m or 78o(d)) that are incorporated by reference in the 
registration statement; and
    (B) Paragraphs (a)(1)(i), (ii), and (iii) of this section do not 
apply if the registration statement is on Form S-1 (Sec. 239.11 of this 
chapter), Form S-3 (Sec. 239.13 of this chapter), Form SF-3 (Sec. 239.45 
of this chapter) or Form F-3 (Sec. 239.33 of this chapter) and the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in reports filed with or furnished to the 
Commission by the registrant pursuant to section 13 or section 15(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are 
incorporated by reference in the registration statement,

[[Page 483]]

or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, 
is contained in a form of prospectus filed pursuant to Sec. 230.424(b) 
of this chapter that is part of the registration statement.
    (C) Provided further, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is for an offering 
of asset-backed securities on Form SF-1 (Sec. 239.44 of this chapter) or 
Form SF-3 (Sec. 239.45 of this chapter), and the information required to 
be included in a post-effective amendment is provided pursuant to Item 
1100(c) of Regulation AB (Sec. 229.1100(c)).
    (2) That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.
    (3) To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.
    (4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any 
financial statements required by ``Item 8.A. of Form 20-F (17 CFR 
249.220f)'' at the start of any delayed offering or throughout a 
continuous offering. Financial statements and information otherwise 
required by Section 10(a)(3) of the Act need not be furnished, provided 
that the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this 
paragraph (a)(4) and other information necessary to ensure that all 
other information in the prospectus is at least as current as the date 
of those financial statements. Notwithstanding the foregoing, with 
respect to registration statements on Form F-3 (Sec. 239.33 of this 
chapter), a post-effective amendment need not be filed to include 
financial statements and information required by Section 10(a)(3) of the 
Act or Sec. 210.3-19 of this chapter if such financial statements and 
information are contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to section 13 or section 15(d) 
of the Securities Exchange Act of 1934 that are incorporated by 
reference in the Form F-3.
    (5) That, for the purpose of determining liability under the 
Securities Act of 1933 to any purchaser:
    (i) If the registrant is relying on Rule 430B (Sec. 230.430B of this 
chapter):
    (A) Each prospectus filed by the registrant pursuant to Rule 
424(b)(3) (Sec. 230.424(b)(3) of this chapter) shall be deemed to be 
part of the registration statement as of the date the filed prospectus 
was deemed part of and included in the registration statement; and
    (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), 
(b)(5), or (b)(7) (Sec. 230.424(b)(2), (b)(5), or (b)(7) of this 
chapter) as part of a registration statement in reliance on Rule 430B 
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or 
(x) (Sec. 230.415(a)(1)(i), (vii), or (x) of this chapter) for the 
purpose of providing the information required by section 10(a) of the 
Securities Act of 1933 shall be deemed to be part of and included in the 
registration statement as of the earlier of the date such form of 
prospectus is first used after effectiveness or the date of the first 
contract of sale of securities in the offering described in the 
prospectus. As provided in Rule 430B, for liability purposes of the 
issuer and any person that is at that date an underwriter, such date 
shall be deemed to be a new effective date of the registration statement 
relating to the securities in the registration statement to which that 
prospectus relates, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof. Provided, 
however, that no statement made in a registration statement or 
prospectus that is part of the registration statement or made in a 
document incorporated or deemed incorporated by reference into the 
registration statement or prospectus that is part of the registration 
statement will, as to a purchaser with a time of contract of sale prior 
to such effective date, supersede or modify any statement that was made 
in the registration statement or

[[Page 484]]

prospectus that was part of the registration statement or made in any 
such document immediately prior to such effective date; or
    (ii) If the registrant is subject to Rule 430C (Sec. 230.430C of 
this chapter), each prospectus filed pursuant to Rule 424(b) as part of 
a registration statement relating to an offering, other than 
registration statements relying on Rule 430B or other than prospectuses 
filed in reliance on Rule 430A (Sec. 230.430A of this chapter), shall be 
deemed to be part of and included in the registration statement as of 
the date it is first used after effectiveness. Provided, however, that 
no statement made in a registration statement or prospectus that is part 
of the registration statement or made in a document incorporated or 
deemed incorporated by reference into the registration statement or 
prospectus that is part of the registration statement will, as to a 
purchaser with a time of contract of sale prior to such first use, 
supersede or modify any statement that was made in the registration 
statement or prospectus that was part of the registration statement or 
made in any such document immediately prior to such date of first use.
    (iii) If the registrant is relying on Sec. 230.430D of this chapter:
    (A) Each prospectus filed by the registrant pursuant to 
Sec. 230.424(b)(3) and (h) of this chapter shall be deemed to be part of 
the registration statement as of the date the filed prospectus was 
deemed part of and included in the registration statement; and
    (B) Each prospectus required to be filed pursuant to 
Sec. 230.424(b)(2), (b)(5), or (b)(7) of this chapter as part of a 
registration statement in reliance on Sec. 230.430D of this chapter 
relating to an offering made pursuant to Sec. 230.415(a)(1)(vii) or 
(a)(1)(xii) of this chapter for the purpose of providing the information 
required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 
77j(a)) shall be deemed to be part of and included in the registration 
statement as of the earlier of the date such form of prospectus is first 
used after effectiveness or the date of the first contract of sale of 
securities in the offering described in the prospectus. As provided in 
Sec. 230.430D of this chapter, for liability purposes of the issuer and 
any person that is at that date an underwriter, such date shall be 
deemed to be a new effective date of the registration statement relating 
to the securities in the registration statement to which that prospectus 
relates, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof. Provided, however, 
that no statement made in a registration statement or prospectus that is 
part of the registration statement or made in a document incorporated or 
deemed incorporated by reference into the registration statement or 
prospectus that is part of the registration statement will, as to a 
purchaser with a time of contract of sale prior to such effective date, 
supersede or modify any statement that was made in the registration 
statement or prospectus that was part of the registration statement or 
made in any such document immediately prior to such effective date; or
    (6) That, for the purpose of determining liability of the registrant 
under the Securities Act of 1933 to any purchaser in the initial 
distribution of the securities:

    The undersigned registrant undertakes that in a primary offering of 
securities of the undersigned registrant pursuant to this registration 
statement, regardless of the underwriting method used to sell the 
securities to the purchaser, if the securities are offered or sold to 
such purchaser by means of any of the following communications, the 
undersigned registrant will be a seller to the purchaser and will be 
considered to offer or sell such securities to such purchaser:
    (i) Any preliminary prospectus or prospectus of the undersigned 
registrant relating to the offering required to be filed pursuant to 
Rule 424 (Sec. 230.424 of this chapter);
    (ii) Any free writing prospectus relating to the offering prepared 
by or on behalf of the undersigned registrant or used or referred to by 
the undersigned registrant;
    (iii) The portion of any other free writing prospectus relating to 
the offering containing material information about the undersigned 
registrant or its securities provided by or on behalf of the undersigned 
registrant; and
    (iv) Any other communication that is an offer in the offering made 
by the undersigned registrant to the purchaser.

    (7) If the registrant is relying on Sec. 230.430D of this chapter, 
with respect

[[Page 485]]

to any offering of securities registered on Form SF-3 (Sec. 239.45 of 
this chapter), to file the information previously omitted from the 
prospectus filed as part of an effective registration statement in 
accordance with Secs. 230.424(h) and 230.430D of this chapter.
    (b) Filings incorporating subsequent Exchange Act documents by 
reference. Include the following if the registration statement 
incorporates by reference any Exchange Act document filed subsequent to 
the effective date of the registration statement:

The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing 
of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan's annual report pursuant to 
section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in the registration statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

    (c) Warrants and rights offerings. Include the following, with 
appropriate modifications to suit the particular case, if the securities 
to be registered are to be offered to existing security holders pursuant 
to warrants or rights and any securities not taken by security holders 
are to be reoffered to the public:

The undersigned registrant hereby undertakes to supplement the 
prospectus, after the expiration of the subscription period, to set 
forth the results of the subscription offer, the transactions by the 
underwriters during the subscription period, the amount of unsubscribed 
securities to be purchased by the underwriters, and the terms of any 
subsequent reoffering thereof. If any public offering by the 
underwriters is to be made on terms differing from those set forth on 
the cover page of the prospectus, a post-effective amendment will be 
filed to set forth the terms of such offering.

    (d) Competitive bids. Include the following, with appropriate 
modifications to suit the particular case, if the securities to be 
registered are to be offered at competitive bidding:

The undersigned registrant hereby undertakes (1) to use its best efforts 
to distribute prior to the opening of bids, to prospective bidders, 
underwriters, and dealers, a reasonable number of copies of a prospectus 
which at that time meets the requirements of section 10(a) of the Act, 
and relating to the securities offered at competitive bidding, as 
contained in the registration statement, together with any supplements 
thereto, and (2) to file an amendment to the registration statement 
reflecting the results of bidding, the terms of the reoffering and 
related matters to the extent required by the applicable form, not later 
than the first use, authorized by the issuer after the opening of bids, 
of a prospectus relating to the securities offered at competitive 
bidding, unless no further public offering of such securities by the 
issuer and no reoffering of such securities by the purchasers is 
proposed to be made.

    (e) Incorporated annual and quarterly reports. Include the following 
if the registration statement specifically incorporates by reference 
(other than by indirect incorporation by reference through a Form 10-K 
(Sec. 249.310 of this chapter) report) in the prospectus all or any part 
of the annual report to security holders meeting the requirements of 
Rule 14a-3 or Rule 14c-3 under the Exchange Act (Sec. 240.14a-3 or 
Sec. 240.14c-3 of this chapter):

The undersigned registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is 
sent or given, the latest annual report to security holders that is 
incorporated by reference in the prospectus and furnished pursuant to 
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 
Securities Exchange Act of 1934; and, where interim financial 
information required to be presented by Article 3 of Regulation S-X are 
not set forth in the prospectus, to deliver, or cause to be delivered to 
each person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference in the 
prospectus to provide such interim financial information.

    (f) Equity offerings of nonreporting registrants. Include the 
following if equity securities of a registrant that prior to the 
offering had no obligation to file reports with the Commission pursuant 
to section 13(a) or 15(d) of the Exchange Act are being registered for 
sale in an underwritten offering:

The undersigned registrant hereby undertakes to provide to the 
underwriter at the closing specified in the underwriting agreements 
certificates in such denominations and registered in such names as 
required by

[[Page 486]]

the underwriter to permit prompt delivery to each purchaser.

    (g) Registration on Form S-4 or F-4 of securities offered for 
resale. Include the following if the securities are being registered on 
Form S-4 or F-4 (Sec. 239.25, or 34 of this chapter) in connection with 
a transaction specified in paragraph (a) of Rule 145 (Sec. 230.145 of 
this chapter).
    (1) The undersigned registrant hereby undertakes as follows: That 
prior to any public reoffering of the securities registered hereunder 
through use of a prospectus which is a part of this registration 
statement, by any person or party who is deemed to be an underwriter 
within the meaning of Rule 145(c), the issuer undertakes that such 
reoffering prospectus will contain the information called for by the 
applicable registration form with respect to reofferings by persons who 
may be deemed underwriters, in addition to the information called for by 
the other Items of the applicable form.
    (2) The registrant undertakes that every prospectus (i) that is 
filed pursuant to paragraph (h)(1) immediately preceding, or (ii) that 
purports to meet the requirements of section 10(a)(3) of the Act and is 
used in connection with an offering of securities subject to Rule 415 
(Sec. 230.415 of this chapter), will be filed as a part of an amendment 
to the registration statement and will not be used until such amendment 
is effective, and that, for purposes of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.
    (h) Request for acceleration of effective date or filing of 
registration statement becoming effective upon filing. Include the 
following if acceleration is requested of the effective date of the 
registration statement pursuant to Rule 461 under the Securities Act 
(Sec. 230.461 of this chapter), if a Form S-3 or Form F-3 will become 
effective upon filing with the Commission pursuant to Rule 462 (e) or 
(f) under the Securities Act (Sec. 230.462 (e) or (f) of this chapter), 
or if the registration statement is filed on Form S-8, and:
    (1) Any provision or arrangement exists whereby the registrant may 
indemnify a director, officer or controlling person of the registrant 
against liabilities arising under the Securities Act, or
    (2) The underwriting agreement contains a provision whereby the 
registrant indemnifies the underwriter or controlling persons of the 
underwriter against such liabilities and a director, officer or 
controlling person of the registrant is such an underwriter or 
controlling person thereof or a member of any firm which is such an 
underwriter, and
    (3) The benefits of such indemnification are not waived by such 
persons:

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or paid 
by a director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

    (i) Include the following in a registration statement permitted by 
Rule 430A under the Securities Act of 1933 (Sec. 230.430A of this 
chapter):

The undersigned registrant hereby undertakes that:
    (1) For purposes of determining any liability under the Securities 
Act of 1933, the information omitted from the form of prospectus filed 
as part of this registration statement in reliance upon Rule 430A and 
contained in a form of prospectus filed by the registrant pursuant to 
Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be 
deemed to be part of this registration statement as of the time it was 
declared effective.

[[Page 487]]

    (2) For the purpose of determining any liability under the 
Securities Act of 1933, each post-effective amendment that contains a 
form of prospectus shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.

    (j) Qualification of trust indentures under the Trust Indenture Act 
of 1939 for delayed offerings. Include the following if the registrant 
intends to rely on section 305(b)(2) of the Trust Indenture Act of 1939 
for determining the eligibility of the trustee under indentures for 
securities to be issued, offered, or sold on a delayed basis by or on 
behalf of the registrant:

The undersigned registrant hereby undertakes to file an application for 
the purpose of determining the eligibility of the trustee to act under 
subsection (a) of section 310 of the Trust Indenture Act (``Act'') in 
accordance with the rules and regulations prescribed by the Commission 
under section 305(b)(2) of the Act.
    (k) Filings regarding asset-backed securities incorporating by 
reference subsequent Exchange Act documents by third parties. Include 
the following if the registration statement incorporates by reference 
any Exchange Act document filed subsequent to the effective date of the 
registration statement pursuant to Item 1100(c) of Regulation AB 
(Sec. 229.1100(c)):

    The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing 
of the annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 of a third party that is incorporated by 
reference in the registration statement in accordance with Item 
1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to 
be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.


[47 FR 11401, Mar. 16, 1982]

    Editorial Note: For Federal Register citations affecting 
Sec. 229.512, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



                        Subpart 229.600_Exhibits



Sec. 229.601  (Item 601) Exhibits.

    (a) Exhibits and index required. (1) Subject to Rule 411(c) 
(Sec. 230.411(c) of this chapter) under the Securities Act and Rule 12b-
32 (Sec. 240.12b-32 of this chapter) under the Exchange Act regarding 
incorporation of exhibits by reference, the exhibits required in the 
exhibit table shall be filed as indicated, as part of the registration 
statement or report.
    (2) Each registration statement or report shall contain an exhibit 
index, which must appear before the required signatures in the 
registration statement or report. For convenient reference, each exhibit 
shall be listed in the exhibit index according to the number assigned to 
it in the exhibit table. If an exhibit is incorporated by reference, 
this must be noted in the exhibit index. Each exhibit identified in the 
exhibit index (other than an exhibit filed in eXtensible Business 
Reporting Language or an exhibit that is filed with Form ABS-EE) must 
include an active link to an exhibit that is filed with the registration 
statement or report or, if the exhibit is incorporated by reference, an 
active hyperlink to the exhibit separately filed on EDGAR. If a 
registration statement or report is amended, each amendment must include 
hyperlinks to the exhibits required with the amendment. For a 
description of each of the exhibits included in the exhibit table, see 
paragraph (b) of this section.
    (3) This Item applies only to the forms specified in the exhibit 
table. With regard to forms not listed in that table, reference shall be 
made to the appropriate form for the specific exhibit filing 
requirements applicable thereto.
    (4) If a material contract or plan of acquisition, reorganization, 
arrangement, liquidation or succession is executed or becomes effective 
during the reporting period reflected by a Form 10-Q or Form 10-K, it 
shall be filed as an exhibit to the Form 10-Q or Form 10-K filed for the 
corresponding period. Any amendment or modification to a previously 
filed exhibit to a Form 10, 10-K or 10-Q document shall be filed as an 
exhibit to a Form 10-Q and Form 10-

[[Page 488]]

K. Such amendment or modification need not be filed where such 
previously filed exhibit would not be currently required.

Instructions to Item 601: 1. If an exhibit to a registration statement 
(other than an opinion or consent), filed in preliminary form, has been 
changed only (A) to insert information as to interest, dividend or 
conversion rates, redemption or conversion prices, purchase or offering 
prices, underwriters' or dealers' commissions, names, addresses or 
participation of underwriters or similar matters, which information 
appears elsewhere in an amendment to the registration statement or a 
prospectus filed pursuant to Rule 424(b) under the Securities Act 
(Sec. 230.424(b) of this chapter), or (B) to correct typographical 
errors, insert signatures or make other similar immaterial changes, 
then, notwithstanding any contrary requirement of any rule or form, the 
registrant need not refile such exhibit as so amended. Any such 
incomplete exhibit may not, however, be incorporated by reference in any 
subsequent filing under any Act administered by the Commission.
    2. In any case where two or more indentures, contracts, franchises, 
or other documents required to be filed as exhibits are substantially 
identical in all material respects except as to the parties thereto, the 
dates of execution, or other details, the registrant need file a copy of 
only one of such documents, with a schedule identifying the other 
documents omitted and setting forth the material details in which such 
documents differ from the document a copy of which is filed. The 
Commission may at any time in its discretion require filing of copies of 
any documents so omitted.
    3. Only copies, rather than originals, need be filed of each exhibit 
required except as otherwise specifically noted.
    4. Electronic filings. Whenever an exhibit is filed in paper 
pursuant to a hardship exemption (Secs. 232.201 and 232.202 of this 
chapter), the letter ``P'' (paper) shall be placed next to the exhibit 
in the list of exhibits required by Item 601(a)(2) of this Rule. 
Whenever an electronic confirming copy of an exhibit is filed pursuant 
to a hardship exemption (Sec. 232.201 or Sec. 232.202(d) of this 
chapter), the exhibit index should specify where the confirming 
electronic copy can be located; in addition, the designation ``CE'' 
(confirming electronic) should be placed next to the listed exhibit in 
the exhibit index.

                              Exhibit Table

                   Instructions to the Exhibit Table.

    1. The exhibit table indicates those documents that must be filed as 
exhibits to the respective forms listed.
    2. The ``X'' designation indicates the documents which are required 
to be filed with each form even if filed previously with another 
document, Provided, However, that such previously filed documents may be 
incorporated by reference to satisfy the filing requirements.
    3. The number used in the far left column of the table refers to the 
appropriate subsection in paragraph (b) where a description of the 
exhibit can be found. Whenever necessary, alphabetical or numerical 
subparts may be used.

[[Page 489]]



                                                                                          Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Securities act forms                                               Exchange act forms
                                                              ----------------------------------------------------------------------------------------------------------------------------------
                                                                 S-1     S-3    SF-1    SF-3   S-4 \1\    S-8    S-11     F-1     F-3   F-4 \1\    10    8-K \2\   10-D    10-Q    10-K   ABS-EE
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Underwriting agreement...................................      X       X       X       X        X   ......      X       X       X        X   ......       X   ......  ......
(2) Plan of acquisition, reorganization, arrangement,              X       X       X       X        X   ......      X       X       X        X       X        X   ......      X       X
 liquidation or succession...................................
(3) (i) Articles of incorporation............................      X   ......      X       X        X   ......      X       X   ......       X       X        X       X       X       X
(ii) Bylaws..................................................      X   ......      X       X        X   ......      X       X   ......       X       X        X       X       X       X
(4) Instruments defining the rights of security holders,           X       X       X       X        X       X       X       X       X        X       X        X       X       X       X
 including indentures........................................
(5) Opinion re legality......................................      X       X       X       X        X       X       X       X       X        X   ......  .......  ......  ......
(6) [Reserved]...............................................    N/A     N/A     N/A     N/A      N/A     N/A     N/A     N/A     N/A      N/A     N/A      N/A     N/A     N/A     N/A     N/A
(7) Correspondence from an independent accountant regarding    ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......       X   ......  ......
 non-reliance on a previously issued audit report or
 completed interim review....................................
(8) Opinion re tax matters...................................      X       X       X       X        X   ......      X       X       X        X   ......  .......  ......  ......
(9) Voting trust agreement...................................      X   ......  ......  ......       X   ......      X       X   ......       X       X   .......  ......  ......      X
(10) Material contracts......................................      X   ......      X       X        X   ......      X       X   ......       X       X   .......      X       X       X
(11) Statement re computation of per share earnings..........      X   ......  ......  ......       X   ......      X       X   ......       X       X   .......  ......      X       X
(12) Statements re computation of ratios.....................      X       X   ......  ......       X   ......      X       X   ......       X       X   .......  ......  ......      X
(13) Annual report to security holders, Form 10-Q or           ......  ......  ......  ......       X   ......  ......  ......  ......  .......  ......  .......  ......  ......      X
 quarterly report to security holders \3\....................
(14) Code of Ethics..........................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......       X   ......  ......      X
(15) Letter re unaudited interim financial information.......      X       X   ......  ......       X       X       X       X       X        X   ......  .......  ......      X
(16) Letter re change in certifying accountant \4\...........      X   ......  ......  ......       X   ......      X   ......  ......  .......      X        X   ......  ......      X
(17) Correspondence on departure of director.................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......       X   ......  ......
(18) Letter re change in accounting principles...............  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......      X       X
(19) Report furnished to security holders....................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......      X
(20) Other documents or statements to security holders.......  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......       X   ......  ......
(21) Subsidiaries of the registrant..........................      X   ......      X       X        X   ......      X       X   ......       X       X   .......  ......  ......      X
(22) Published report regarding matters submitted to vote of   ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......      X       X       X
 security holders............................................

[[Page 490]]

 
(23) Consents of experts and counsel.........................      X       X       X       X        X       X       X       X       X        X   ......   \5\ X   \5\ X   \5\ X   \5\ X
(24) Power of attorney.......................................      X       X       X       X        X       X       X       X       X        X       X        X   ......      X       X
(25) Statement of eligibility of trustee.....................      X       X       X       X        X   ......  ......      X       X        X   ......  .......  ......  ......
(26) Invitation for competitive bids.........................      X       X       X       X        X   ......  ......      X       X        X   ......  .......  ......  ......
(27) through (30) [Reserved].................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......
(31) (i) Rule 13a-14(a)/15d-14(a) Certifications.............  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......      X       X
(ii) Rule 13a-14/15d-14 Certifications                         ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......      X
(32) Section 1350 Certifications \6\.........................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......      X       X
(33) Report on assessment of compliance with servicing         ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......      X
 criteria for asset-backed issuers...........................
(34) Attestation report on assessment of compliance with       ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......      X
 servicing criteria for asset-backed securities..............
(35) Servicer compliance statement...........................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......      X
(36) Depositor Certification for shelf offerings of asset-     ......  ......  ......      X   .......  ......  ......  ......  ......  .......  ......  .......  ......  ......
 backed securities...........................................
(37) through (94) [Reserved].................................    N/A     N/A     N/A     N/A      N/A     N/A     N/A     N/A     N/A      N/A     N/A      N/A     N/A     N/A     N/A     N/A
(95) Mine Safety Disclosure Exhibit..........................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......      X       X
(96) through (98) [Reserved].................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......
(99) Additional exhibits.....................................      X       X       X       X        X       X       X       X       X        X       X        X       X       X       X
(100) XBRL-Related Documents.................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......      X        X   ......      X       X
(101) Interactive Data File..................................      X       X   ......  ......       X   ......      X       X       X        X   ......       X   ......      X       X
(102) Asset Data File........................................  ......  ......      X       X   .......  ......  ......  ......  ......  .......  ......  .......      X   ......  ......      X
(103) Asset Related Documents................................  ......  ......      X       X   .......  ......  ......  ......  ......  .......  ......  .......      X   ......  ......      X
(104) [Reserved].............................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......
(105) [Reserved].............................................  ......  ......  ......  ......  .......  ......  ......  ......  ......  .......  ......  .......  ......  ......
(106) Static Pool PDF........................................  ......  ......      X       X   .......  ......  ......  ......  ......  .......  ......       X   ......  ......  ......
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level
  prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4, would not require such company to provide such exhibit if it were registering a
  primary offering.
\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the departure of a director, only the
  exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by reference from a previous filing.
\3\ Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the registration statement; or, in the case of
  the Form 10-K, where the annual report to security holders is incorporated by reference into the text of the Form 10-K.

[[Page 491]]

 
\4\ If required pursuant to Item 304 of Regulation S-K.
\5\ Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
\6\ Pursuant to Secs.  240.13a-13(b)(3) and 240.15d-13(b)(3) of this chapter, asset-backed issuers are not required to file reports on Form 10-Q.


[[Page 492]]

    (b) Description of exhibits. Set forth below is a description of 
each document listed in the exhibit tables.
    (1) Underwriting agreement. Each underwriting contract or agreement 
with a principal underwriter pursuant to which the securities being 
registered are to be distributed; if the terms of such documents have 
not been determined, the proposed forms thereof. Such agreement may be 
filed as an exhibit to a report on Form 8-K (Sec. 249.308 of this 
chapter) which is incorporated by reference into a registration 
statement subsequent to its effectiveness.
    (2) Plan of acquisition, reorganization, arrangement, liquidation or 
succession. Any material plan of acquisition, disposition, 
reorganization, readjustment, succession, liquidation or arrangement and 
any amendments thereto described in the statement or report. Schedules 
(or similar attachments) to these exhibits shall not be filed unless 
such schedules contain information which is material to an investment 
decision and which is not otherwise disclosed in the agreement or the 
disclosure document. The plan filed shall contain a list briefly 
identifying the contents of all omitted schedules, together with an 
agreement to furnish supplementally a copy of any omitted schedule to 
the Commission upon request.
    (3)(i) Articles of incorporation. The articles of incorporation of 
the registrant or instruments corresponding thereto as currently in 
effect and any amendments thereto. Whenever the registrant files an 
amendment to its articles of incorporation, it must file a complete copy 
of the articles as amended. However, if such amendment is being reported 
on Form 8-K (Sec. 249.308 of this chapter), the registrant is required 
to file only the text of the amendment as a Form 8-K exhibit. In such 
case, a complete copy of the articles of incorporation as amended must 
be filed as an exhibit to the next Securities Act registration statement 
or periodic report filed by the registrant to which this exhibit 
requirement applies. Where it is impracticable for the registrant to 
file a charter amendment authorizing new securities with the appropriate 
state authority prior to the effective date of the registration 
statement registering such securities, the registrant may file as an 
exhibit to the registration statement the form of amendment to be filed 
with the state authority. In such a case, if material changes are made 
after the copy is filed, the registrant must also file the changed copy.
    (ii) Bylaws. The bylaws of the registrant or instruments 
corresponding thereto as currently in effect and any amendments thereto. 
Whenever the registrant files an amendment to the bylaws, it must file a 
complete copy of the amended bylaws. However, if such amendment is being 
reported on Form 8-K (Sec. 249.308 of this chapter), the registrant is 
required to file only the text of the amendment as a Form 8-K exhibit. 
In such case, a complete copy of the bylaws as amended must be filed as 
an exhibit to the next Securities Act registration statement or periodic 
report filed by the registrant to which this exhibit requirement 
applies.
    (4) Instruments defining the rights of security holders, including 
identures. (i) All instruments defining the rights of holders of the 
equity or debt securities being registered including, where applicable, 
the relevant portion of the articles of incorporation or by-laws of the 
registrant.
    (ii) Except as set forth in paragraph (b)(4)(iii) of this Item for 
filings on Forms S-1, S-4, S-11, N-14, and F-4 under the Securities Act 
(Sec. 239.11, 239.25, 239.18, 239.23 and 239.34 of this chapter) and 
Forms 10 and 10-K under the Exchange Act (Secs. 249.210 and 249.310 of 
this chapter) all instruments defining the rights of holders of long-
term debt of the registrant and its consolidated subsidiaries and for 
any of its unconsolidated subsidiaries for which financial statements 
are required to be filed.
    (iii) Where the instrument defines the rights of holders of long-
term debt of the registrant and its consolidated subsidiaries and for 
any of its unconsolidated subsidiaries for which financial statements 
are required to be filed, there need not be filed:
    (A) Any instrument with respect to long-term debt not being 
registered if

[[Page 493]]

the total amount of securities authorized thereunder does not exceed 10 
percent of the total assets of the registrant and its subsidiaries on a 
consolidated basis and if there is filed an agreement to furnish a copy 
of such agreement to the Commission upon request;
    (B) Any instrument with respect to any class of securities if 
appropriate steps to assure the redemption or retirement of such class 
will be taken prior to or upon delivery by the registrant of the 
securities being registered; or
    (C) Copies of instruments evidencing scrip certificates for 
fractions of shares.
    (iv) If any of the securities being registered are, or will be, 
issued under an indenture to be qualified under the Trust Indenture Act, 
the copy of such indenture which is filed as an exhibit shall include or 
be accompanied by:
    (A) A reasonably itemized and informative table of contents; and
    (B) A cross-reference sheet showing the location in the indenture of 
the provisions inserted pursuant to sections 310 through 318(a) 
inclusive of the Trust Indenture Act of 1939.
    (v) With respect to Forms 8-K and 10-Q under the Exchange Act that 
are filed and that disclose, in the text of the Form 10-Q, the interim 
financial statements, or the footnotes thereto the creation of a new 
class of securities or indebtedness or the modification of existing 
rights of security holders, file all instruments defining the rights of 
holders of these securities or indebtedness. However, there need not be 
filed any instrument with respect to long-term debt not being registered 
which meets the exclusion set forth in paragraph (b)(4)(iii)(A) of this 
Item.

Instruction 1 to paragraph (b)(4): There need not be filed any 
instrument which defines the rights of participants (not as security 
holders) pursuant to an employee benefit plan.
Instruction 2 to paragraph (b)(4) (for electronic filings): If the 
instrument defining the rights of security holders is in the form of a 
certificate, the text appearing on the certificate shall be reproduced 
in an electronic filing together with a description of any other graphic 
and image material appearing on the certificate, as provided in Rule 304 
of Regulation S-T (Sec. 232.304 of this chapter).

    (5) Opinion re legality. (i) An opinion of counsel as to the 
legality of the securities being registered, indicating whether they 
will, when sold, be legally issued, fully paid and non-assessable, and, 
if debt securities, whether they will be binding obligations of the 
registrant.
    (ii) If the securities being registered are issued under a plan and 
the plan is subject to the requirements of ERISA furnish either:
    (A) An opinion of counsel which confirms compliance of the 
provisions of the written documents constituting the plan with the 
requirements of ERISA pertaining to such provisions; or
    (B) A copy of the Internal Revenue Service determination letter that 
the plan is qualified under section 401 of the Internal Revenue Code; or
    (iii) If the securities being registered are issued under a plan 
which is subject to the requirements of ERISA and the plan has been 
amended subsequent to the filing of paragraph (b)(5)(ii) (A) or (B) 
above, furnish either:
    (A) An opinion of counsel which confirms compliance of the amended 
provisions of the plan with the requirements of ERISA pertaining to such 
provisions; or
    (B) A copy of the Internal Revenue Service determination letter that 
the amended plan is qualified under section 401 of the Internal Revenue 
Code.

    Note: Attention is directed to Item 8 of Form S-8 for exemptions to 
this exhibit requirement applicable to that Form.

    (6) [Reserved]
    (7) Correspondence from an independent accountant regarding non-
reliance on a previously issued audit report or completed interim 
review. Any written notice from the registrant's current or previously 
engaged independent accountant that the independent accountant is 
withdrawing a previously issued audit report or that a previously issued 
audit report or completed interim review, covering one or more years or 
interim periods for which the registrant is required to provide 
financial statements under Regulation S-X (part 210 of this chapter), 
should no longer be relied upon. In addition, any letter, pursuant to 
Item 4.02(c) of Form 8-K (Sec. 249.308 of this chapter), from the

[[Page 494]]

independent accountant to the Commission stating whether the independent 
accountant agrees with the statements made by the registrant describing 
the events giving rise to the notice.
    (8) Opinion re tax matters. For filings on Form S-11 under the 
Securities Act (Sec. 239.18) or those to which Securities Act Industry 
Guide 5 applies, an opinion of counsel or of an independent public or 
certified public accountant or, in lieu thereof, a revenue ruling from 
the Internal Revenue Service, supporting the tax matters and 
consequences to the shareholders as described in the filing when such 
tax matters are material to the transaction for which the registration 
statement is being filed. This exhibit otherwise need only be filed with 
the other applicable registration forms where the tax consequences are 
material to an investor and a representation as to tax consequences is 
set forth in the filing. If a tax opinion is set forth in full in the 
filing, an indication that such is the case may be made in lieu of 
filing the otherwise required exhibit. Such tax opinions may be 
conditioned or may be qualified, so long as such conditions and 
qualifications are adequately described in the filing.
    (9) Voting trust agreement. Any voting trust agreements and 
amendments thereto.
    (10) Material contracts. (i) Every contract not made in the ordinary 
course of business which is material to the registrant and is to be 
performed in whole or in part at or after the filing of the registration 
statement or report or was entered into not more than two years before 
such filing. Only contracts need be filed as to which the registrant or 
subsidiary of the registrant is a party or has succeeded to a party by 
assumption or assignment or in which the registrant or such subsidiary 
has a beneficial interest.
    (ii) If the contract is such as ordinarily accompanies the kind of 
business conducted by the registrant and its subsidiaries, it will be 
deemed to have been made in the ordinary course of business and need not 
be filed unless it falls within one or more of the following categories, 
in which case it shall be filed except where immaterial in amount or 
significance:
    (A) Any contract to which directors, officers, promoters, voting 
trustees, security holders named in the registration statement or 
report, or underwriters are parties other than contracts involving only 
the purchase or sale of current assets having a determinable market 
price, at such market price;
    (B) Any contract upon which the registrant's business is 
substantially dependent, as in the case of continuing contracts to sell 
the major part of registrant's products or services or to purchase the 
major part of registrant's requirements of goods, services or raw 
materials or any franchise or license or other agreement to use a 
patent, formula, trade secret, process or trade name upon which 
registrant's business depends to a material extent;
    (C) Any contract calling for the acquisition or sale of any 
property, plant or equipment for a consideration exceeding 15 percent of 
such fixed assets of the registrant on a consolidated basis; or
    (D) Any material lease under which a part of the property described 
in the registration statement or report is held by the registrant.
    (iii)(A) Any management contract or any compensatory plan, contract 
or arrangement, including but not limited to plans relating to options, 
warrants or rights, pension, retirement or deferred compensation or 
bonus, incentive or profit sharing (or if not set forth in any formal 
document, a written description thereof) in which any director or any of 
the named executive officers of the registrant, as defined by Item 
402(a)(3) (Sec. 229.402(a)(3)), participates shall be deemed material 
and shall be filed; and any other management contract or any other 
compensatory plan, contract, or arrangement in which any other executive 
officer of the registrant participates shall be filed unless immaterial 
in amount or significance.
    (B) Any compensatory plan, contract or arrangement adopted without 
the approval of security holders pursuant to which equity may be 
awarded, including, but not limited to, options, warrants or rights (or 
if not set forth

[[Page 495]]

in any formal document, a written description thereof), in which any 
employee (whether or not an executive officer of the registrant) 
participates shall be filed unless immaterial in amount or significance. 
A compensation plan assumed by a registrant in connection with a merger, 
consolidation or other acquisition transaction pursuant to which the 
registrant may make further grants or awards of its equity securities 
shall be considered a compensation plan of the registrant for purposes 
of the preceding sentence.
    (C) Notwithstanding paragraph (b)(10)(iii)(A) above, the following 
management contracts or compensatory plans, contracts or arrangements 
need not be filed:
    (1) Ordinary purchase and sales agency agreements.
    (2) Agreements with managers of stores in a chain organization or 
similar organization.
    (3) Contracts providing for labor or salesmen's bonuses or payments 
to a class of security holders, as such.
    (4) Any compensatory plan, contract or arrangement which pursuant to 
its terms is available to employees, officers or directors generally and 
which in operation provides for the same method of allocation of 
benefits between management and nonmanagement participants.
    (5) Any compensatory plan, contract or arrangement if the registrant 
is a foreign private issuer that furnishes compensatory information 
under Item 402(a)(1) (Sec. 229.402(a)(1)) and the public filing of the 
plan, contract or arrangement, or portion thereof, is not required in 
the registrant's home country and is not otherwise publicly disclosed by 
the registrant.
    (6) Any compensatory plan, contract, or arrangement if the 
registrant is a wholly owned subsidiary of a company that has a class of 
securities registered pursuant to section 12 or files reports pursuant 
to section 15(d) of the Exchange Act and is filing a report on Form 10-K 
or registering debt instruments or preferred stock that are not voting 
securities on Form S-1.

Instruction 1 to paragraph (b)(10): With the exception of management 
contracts, in order to comply with paragraph (iii) above, registrants 
need only file copies of the various compensatory plans and need not 
file each individual director's or executive officer's personal 
agreement under the plans unless there are particular provisions in such 
personal agreements whose disclosure in an exhibit is necessary to an 
investor's understanding of that individual's compensation under the 
plan.
    Instruction 2 to paragraph (b)(10): If a material contract is 
executed or becomes effective during the reporting period reflected by a 
Form 10-Q or Form 10-K, it shall be filed as an exhibit to the Form 10-Q 
or Form 10-K filed for the corresponding period. See paragraph (a)(4) of 
this Item. With respect to quarterly reports on Form 10-Q, only those 
contracts executed or becoming effective during the most recent period 
reflected in the report shall be filed.

    (11) Statement re computation of per share earnings. A statement 
setting forth in reasonable detail the computation of per share 
earnings, unless the computation can be clearly determined from the 
material contained in the registration statement or report. The 
information with respect to the computation of per share earnings, 
presented by exhibit or otherwise, must be furnished on both a basic and 
diluted basis.
    (12) Statements re computation of ratios. A statement setting forth 
in reasonable detail the computation of any ratio of earnings to fixed 
charges, any ratio of earnings to combined fixed charges and preferred 
stock dividends or any other ratios which appear in the registration 
statement or report. See Item 503(d) of Regulation S-K 
(Sec. 229.503(d)).
    (13) Annual report to security holders, Form 10-Q or quarterly 
report to security holders. (i) The registrant's annual report to 
security holders for its last fiscal year, its Form 10-Q (if 
specifically incorporated by reference in the prospectus) or its 
quarterly report to security holders, if all or a portion thereof is 
incorporated by reference in the filing. Such report, except for those 
portions thereof that are expressly incorporated by reference in the 
filing, is to be furnished for the information of the Commission and is 
not to be deemed ``filed'' as part of the filing. If the financial 
statements in the report have been incorporated by reference in the 
filing, the accountant's certificate shall be manually signed in one 
copy. See Rule 411(b) (Sec. 230.411(b) of this chapter).

[[Page 496]]

    (ii) Electronic filings. If all, or any portion, of the annual or 
quarterly report to security holders is incorporated by reference into 
any electronic filing, all, or such portion of the annual or quarterly 
report to security holders so incorporated, shall be filed in electronic 
format as an exhibit to the filing.
    (14) Code of ethics. Any code of ethics, or amendment thereto, that 
is the subject of the disclosure required by Item 406 of Regulation S-K 
(Sec. 229.406) or Item 10 of Form 8-K (Sec. 249.308 of this chapter), to 
the extent that the registrant intends to satisfy the Item 406 or Item 
10 requirements through filing of an exhibit.
    (15) Letter re unaudited interim financial information. A letter, 
where applicable, from the independent accountant that acknowledges 
awareness of the use in a registration statement of a report on 
unaudited interim financial information that pursuant to Rule 436(c) 
under the Securities Act (Sec. 230.436(c) of this chapter) is not 
considered a part of a registration statement prepared or certified by 
an accountant or a report prepared or certified by an accountant within 
the meaning of sections 7 and 11 of that Act. Such letter may be filed 
with the registration statement, an amendment thereto, or a report on 
Form 10-Q which is incorporated by reference into the registration 
statement.
    (16) Letter re change in certifying accountant. A letter from the 
registrant's former independent accountant regarding its concurrence or 
disagreement with the statements made by the registrant in the current 
report concerning the resignation or dismissal as the registrant's 
principal accountant.
    (17) Correspondence on departure of director. Any written 
correspondence from a former director concerning the circumstances 
surrounding the former director's retirement, resignation, refusal to 
stand for re-election or removal, including any letter from the former 
director to the registrant stating whether the former director agrees 
with statements made by the registrant describing the former director's 
departure.
    (18) Letter re change in accounting principles. Unless previously 
filed, a letter from the registrant's independent accountant indicating 
whether any change in accounting principles or practices followed by the 
registrant, or any change in the method of applying any such accounting 
principles or practices, which affected the financial statements being 
filed with the Commission in the report or which is reasonably certain 
to affect the financial statements of future fiscal years is to an 
alternative principle which in his judgment is preferable under the 
circumstances. No such letter need be filed when such change is made in 
response to a standard adopted by the Financial Accounting Standards 
Board that creates a new accounting principle, that expresses a 
preference for an accounting principle, or that rejects a specific 
accounting principle.
    (19) Report furnished to security holders. If the registrant makes 
available to its security holders or otherwise publishes, within the 
period prescribed for filing the report, a document or statement 
containing information meeting some or all of the requirements of Part I 
of Form 10-Q, the information called for may be incorporated by 
reference to such published document or statement, provided copies 
thereof are included as an exhibit to the registration statement or to 
Part I of the Form 10-Q report.
    (20) Other documents or statements to security holders. If the 
registrant makes available to its stockholders or otherwise publishes, 
within the period prescribed for filing the report, a document or 
statement containing information meeting some or all of the requirements 
of this form the information called for may be incorporated by reference 
to such published document or statement provided copies thereof are 
filed as an exhibit to the report on this form.
    (21) Subsidiaries of the registrant. (i) List all subsidiaries of 
the registrant, the state or other jurisdiction of incorporation or 
organization of each, and the names under which such subsidiaries do 
business. This list may be incorporated by reference from a document 
which includes a complete and accurate list.
    (ii) The names of particular subsidiaries may be omitted if the 
unnamed

[[Page 497]]

subsidiaries, considered in the aggregate as a single subsidiary, would 
not constitute a significant subsidiary as of the end of the year 
covered by this report. (See the definition of ``significant 
subsidiary'' in Rule 1-02(w) (17 CFR 210.1-02(w)) of Regulation S-X.) 
The names of consolidated wholly-owned multiple subsidiaries carrying on 
the same line of business, such as chain stores or small loan companies, 
may be omitted, provided the name of the immediate parent, the line of 
business, the number of omitted subsidiaries operating in the United 
States and the number operating in foreign countries are given. This 
instruction shall not apply, however, to banks, insurance companies, 
savings and loan associations or to any subsidiary subject to regulation 
by another Federal agency.
    (22) Published report regarding matters submitted to vote of 
security holders. Published reports containing all of the information 
called for by Item 4 of Part II of Form 10-Q or Item 4 of Part I of Form 
10-K that is referred to therein in lieu of providing disclosure in Form 
10-Q or 10-K, that are required to be filed as exhibits by Rule 12b-
23(a)(3) under the Exchange Act (Sec. 240.12b-23(a)(3) of this chapter).
    (23) Consents of experts and counsel--(i) Securities Act filings. 
All written consents required to be filed shall be dated and manually 
signed. Where the consent of an expert or counsel is contained in his 
report or opinion or elsewhere in the registration statement or document 
filed therewith, a reference shall be made in the index to the report, 
the part of the registration statement or document or opinion, 
containing the consent.
    (ii) Exchange Act reports. Where the filing of a written consent is 
required with respect to material incorporated by reference in a 
previously filed registration statement under the Securities Act, such 
consent may be filed as exhibit to the material incorporated by 
reference. Such consents shall be dated and manually signed.
    (24) Power of attorney. If any name is signed to the registration 
statement or report pursuant to a power of attorney, manually signed 
copies of such power of attorney shall be filed. Where the power of 
attorney is contained elsewhere in the registration statement or 
documents filed therewith a reference shall be made in the index to the 
part of the registration statement or document containing such power of 
attorney. In addition, if the name of any officer signing on behalf of 
the registrant is signed pursuant to a power of attorney, certified 
copies of a resolution of the registrant's board of directors 
authorizing such signature shall also be filed. A power of attorney that 
is filed with the Commission shall relate to a specific filing or an 
amendment thereto, provided, however, that a power of attorney relating 
to a registration statement under the Securities Act or an amendment 
thereto also may relate to any registration statement for the same 
offering that is to be effective upon filing pursuant to Rule 462(b) 
under the Securities Act (Sec. 230.462(b) of this chapter). A power of 
attorney that confers general authority shall not be filed with the 
Commission.
    (25) Statement of eligibility of trustee. (i) A statement of 
eligibility and qualification of each person designated to act as 
trustee under an indenture to be qualified under the Trust Indenture Act 
of 1939. Such statement of eligibility shall be bound separately from 
the other exhibits.
    (ii) Electronic filings. The requirement to bind separately the 
statement of eligibility and qualification of each person designated to 
act as a trustee under the Trust Indenture Act of 1939 from other 
exhibits shall not apply to statements submitted in electronic format. 
Rather, such statements must be submitted as exhibits in the same 
electronic submission as the registration statement to which they 
relate, or in an amendment thereto, except that electronic filers that 
rely on Trust Indenture Act Section 305(b)(2) for determining the 
eligibility of the trustee under indentures for securities to be issued, 
offered or sold on a delayed basis by or on behalf of the registrant 
shall file such statements separately in the manner prescribed by 
Sec. 260.5b-1 through Sec. 260.5b-3 of this chapter and by the EDGAR 
Filer Manual.

[[Page 498]]

    (26) Invitations for competitive bids. If the registration statement 
covers securities to be offered at competitive bidding, any form of 
communication which is an invitation for competitive bid which will be 
sent or given to any person shall be filed.
    (27)-(30) [Reserved]
    (31)(i) Rule 13a-14(a)/15d-14(a) Certifications. The certifications 
required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 
CFR 240.15d-14(a)) exactly as set forth below:

Certifications * I, [identify the certifying individual], certify that:
    1. I have reviewed this [specify report] of [identify registrant];
    2. Based on my knowledge, this report does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading with respect to the period 
covered by this report;
    3. Based on my knowledge, the financial statements, and other 
financial information included in this report, fairly present in all 
material respects the financial condition, results of operations and 
cash flows of the registrant as of, and for, the periods presented in 
this report;
    4. The registrant's other certifying officer(s) and I are 
responsible for establishing and maintaining disclosure controls and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 
and internal control over financial reporting (as defined in Exchange 
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
    (a) Designed such disclosure controls and procedures, or caused such 
disclosure controls and procedures to be designed under our supervision, 
to ensure that material information relating to the registrant, 
including its consolidated subsidiaries, is made known to us by others 
within those entities, particularly during the period in which this 
report is being prepared;
    (b) Designed such internal control over financial reporting, or 
caused such internal control over financial reporting to be designed 
under our supervision, to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial 
statements for external purposes in accordance with generally accepted 
accounting principles;
    (c) Evaluated the effectiveness of the registrant's disclosure 
controls and procedures and presented in this report our conclusions 
about the effectiveness of the disclosure controls and procedures, as of 
the end of the period covered by this report based on such evaluation; 
and
    (d) Disclosed in this report any change in the registrant's internal 
control over financial reporting that occurred during the registrant's 
most recent fiscal quarter (the registrant's fourth fiscal quarter in 
the case of an annual report) that has materially affected, or is 
reasonably likely to materially affect, the registrant's internal 
control over financial reporting; and
    5. The registrant's other certifying officer(s) and I have 
disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the registrant's auditors and the audit 
committee of the registrant's board of directors (or persons performing 
the equivalent functions):
    (a) All significant deficiencies and material weaknesses in the 
design or operation of internal control over financial reporting which 
are reasonably likely to adversely affect the registrant's ability to 
record, process, summarize and report financial information; and
    (b) Any fraud, whether or not material, that involves management or 
other employees who have a significant role in the registrant's internal 
control over financial reporting.

Date:
________________________________________________________________________

________________________________________________________________________
________________________________________________________________________

[Signature]
________________________________________________________________________

[Title]

    *Provide a separate certification for each principal executive 
officer and principal financial officer of the registrant. See Rules 
13a-14(a) and 15d-14(a).

    (ii) Rule 13a-14(d)/15d-14(d) Certifications. If an asset-backed 
issuer (as defined in Sec. 229.1101), the certifications required by 
Rule 13a-14(d) (17 CFR 240.13a-14(d)) or Rule 15d-14(d) (17 CFR 240.15d-
14(d)) exactly as set forth below:

Certifications. \1\ I, [identify the certifying individual], certify 
that:
    1. I have reviewed this report on Form 10-K and all reports on Form 
10-D required to be filed in respect of the period covered by this 
report on Form 10-K of [identify the issuing entity] (the ``Exchange Act 
periodic reports'');
    2. Based on my knowledge, the Exchange Act periodic reports, taken 
as a whole, do not contain any untrue statement of a material fact or 
omit to state a material fact necessary to make the statements made, in 
light of the circumstances under which such statements were made, not 
misleading with respect to the period covered by this report;
    3. Based on my knowledge, all of the distribution, servicing and 
other information

[[Page 499]]

required to be provided under Form 10-D for the period covered by this 
report is included in the Exchange Act periodic reports;
    4. [I am responsible for reviewing the activities performed by the 
servicer(s) and based on my knowledge and the compliance review(s) 
conducted in preparing the servicer compliance statement(s) required in 
this report under Item 1123 of Regulation AB, and except as disclosed in 
the Exchange Act periodic reports, the servicer(s) [has/have] fulfilled 
[its/their] obligations under the servicing agreement(s) in all material 
respects; and]
    [Based on my knowledge and the servicer compliance statement(s) 
required in this report under Item 1123 of Regulation AB, and except as 
disclosed in the Exchange Act periodic reports, the servicer(s) [has/
have] fulfilled [its/their] obligations under the servicing agreement(s) 
in all material respects; and] \2\
    5. All of the reports on assessment of compliance with servicing 
criteria for asset-backed securities and their related attestation 
reports on assessment of compliance with servicing criteria for asset-
backed securities required to be included in this report in accordance 
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 
have been included as an exhibit to this report, except as otherwise 
disclosed in this report. Any material instances of noncompliance 
described in such reports have been disclosed in this report on Form 10-
K. \3\
    [In giving the certifications above, I have reasonably relied on 
information provided to me by the following unaffiliated parties [name 
of servicer, sub-servicer, co-servicer, depositor or trustee].] \4\
 Date:__________________________________________________________________
________________________________________________________________________
[Signature]
[Title]

    \1\ With respect to asset-backed issuers, the certification must be 
signed by either: (1) The senior officer in charge of securitization of 
the depositor if the depositor is signing the report on Form 10-K; or 
(2) The senior officer in charge of the servicing function of the 
servicer if the servicer is signing the report on Form 10-K on behalf of 
the issuing entity. See Rules 13a-14(e) and 15d-14(e) (Secs. 240.13a-
14(e) and 240.15d-14(e)). If multiple servicers are involved in 
servicing the pool assets, the senior officer in charge of the servicing 
function of the master servicer (or entity performing the equivalent 
function) must sign if a representative of the servicer is to sign the 
certification. If there is a master servicer and one or more underlying 
servicers, the references in the certification relate to the master 
servicer. A natural person must sign the certification in his or her 
individual capacity, although the title of that person in the 
organization of which he or she is an officer may be included under the 
signature.
    \2\ The first version of paragraph 4 is to be used when the servicer 
is signing the report on behalf of the issuing entity. The second 
version of paragraph 4 is to be used when the depositor is signing the 
report.
    \3\ The certification refers to the reports prepared by parties 
participating in the servicing function that are required to be included 
as an exhibit to the Form 10-K. See Item 1122 of Regulation AB 
(Sec. 229.1122) and Rules 13a-18 and 15d-18 (Secs. 240.13a-18 and 
240.15d-18 of this chapter). If a report that is otherwise required to 
be included is not attached, disclosure that the report is not included 
and an associated explanation must be provided in the Form 10-K report.
    \4\ Because the signer of the certification must rely in certain 
circumstances on information provided by unaffiliated parties outside of 
the signer's control, this paragraph must be included if the signer is 
reasonably relying on information that unaffiliated trustees, 
depositors, servicers, sub-servicers or co-servicers have provided.

    (32) Section 1350 Certifications. (i) The certifications required by 
Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-
14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States 
Code (18 U.S.C. 1350).
    (ii) A certification furnished pursuant to this item will not be 
deemed ``filed'' for purposes of Section 18 of the Exchange Act (15 
U.S.C. 78r), or otherwise subject to the liability of that section. Such 
certification will not be deemed to be incorporated by reference into 
any filing under the Securities Act or the Exchange Act, except to the 
extent that the registrant specifically incorporates it by reference.
    (33) Report on assessment of compliance with servicing criteria for 
asset-backed securities. Each report on assessment of compliance with 
servicing criteria required by Sec. 229.1122(a).
    (34) Attestation report on assessment of compliance with servicing 
criteria for asset-backed securities. Each attestation report on 
assessment of compliance with servicing criteria for asset-backed 
securities required by Sec. 229.1122(b).
    (35) Servicer compliance statement. Each servicer compliance 
statement required by Sec. 229.1123.
    (36) Certification for shelf offerings of asset-backed securities. 
Provide the certification required by General Instruction I.B.1.(a) of 
Form SF-3 (Sec. 239.45 of

[[Page 500]]

this chapter) exactly as set forth below:

                              Certification

    I [identify the certifying individual] certify as of [the date of 
the final prospectus under Sec. 230.424 of this chapter] that:
    1. I have reviewed the prospectus relating to [title of all 
securities, the offer and sale of which are registered] (the 
``securities'') and am familiar with, in all material respects, the 
following: The characteristics of the securitized assets underlying the 
offering (the ``securitized assets''), the structure of the 
securitization, and all material underlying transaction agreements as 
described in the prospectus;
    2. Based on my knowledge, the prospectus does not contain any untrue 
statement of a material fact or omit to state a material fact necessary 
to make the statements made, in light of the circumstances under which 
such statements were made, not misleading;
    3. Based on my knowledge, the prospectus and other information 
included in the registration statement of which it is a part fairly 
present, in all material respects, the characteristics of the 
securitized assets, the structure of the securitization and the risks of 
ownership of the securities, including the risks relating to the 
securitized assets that would affect the cash flows available to service 
payments or distributions on the securities in accordance with their 
terms; and
    4. Based on my knowledge, taking into account all material aspects 
of the characteristics of the securitized assets, the structure of the 
securitization, and the related risks as described in the prospectus, 
there is a reasonable basis to conclude that the securitization is 
structured to produce, but is not guaranteed by this certification to 
produce, expected cash flows at times and in amounts to service 
scheduled payments of interest and the ultimate repayment of principal 
on the securities (or other scheduled or required distributions on the 
securities, however denominated) in accordance with their terms as 
described in the prospectus.
    5. The foregoing certifications are given subject to any and all 
defenses available to me under the federal securities laws, including 
any and all defenses available to an executive officer that signed the 
registration statement of which the prospectus referred to in this 
certification is part.

Date:___________________________________________________________________
________________________________________________________________________
________________________________________________________________________
    [Signature]
________________________________________________________________________
    [Title]

    The certification must be signed by the chief executive officer of 
the depositor, as required by General Instruction I.B.1.(a) of Form SF-
3.

    (37) through (94) [Reserved]
    (95) Mine Safety Disclosure Exhibit. A registrant that is an 
operator, or that has a subsidiary that is an operator, of a coal or 
other mine must provide the information required by Item 104 of 
Regulation S-K (Sec. 229.104 of this chapter) in an exhibit to its 
Exchange Act annual or quarterly report. For purposes of this Item:
    (1) The term coal or other mine means a coal or other mine, as 
defined in section 3 of the Federal Mine Safety and Health Act of 1977 
(30 U.S.C. 802), that is subject to the provisions of such Act (30 
U.S.C. 801 et seq).
    (2) The term operator has the meaning given the term in section 3 of 
the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802).
    (3) The term subsidiary has the meaning given the term in Exchange 
Act Rule 12b-2 (17 CFR 240.12b-2).
    (96) through (98) [Reserved]
    (99) Additional exhibits. (i) Any additional exhibits which the 
registrant may wish to file shall be so marked as to indicate clearly 
the subject matters to which they refer.
    (ii) Any document (except for an exhibit) or part thereof which is 
incorporated by reference in the filing and is not otherwise required to 
be filed by this Item or is not a Commission filed document incorporated 
by reference in a Securities Act registration statement.
    (iii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C. 
77k(a)) an issuer makes generally available to its security holders an 
earnings statement covering a period of at least 12 months beginning 
after the effective date of the registration statement, and if such 
earnings statement is made available by ``other methods'' than those 
specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it 
must be filed as an exhibit to the Form 10-Q or the Form 10-K, as 
appropriate, covering the period in which the earnings statement was 
released.
    (100) XBRL-Related Documents. Only an electronic filer that prepares 
its financial statements in accordance with Article 6 of Regulation S-X 
(17 CFR

[[Page 501]]

210.6-01 et seq.) is permitted to participate in the voluntary XBRL 
(eXtensible Business Reporting Language) program and, as a result, may 
submit XBRL-Related Documents (Sec. 232.11 of this chapter) in 
electronic format as an exhibit to: the filing to which they relate; an 
amendment to such filing; or a Form 8-K (Sec. 249.308 of this chapter) 
that references such filing, if the Form 8-K is submitted no earlier 
than the date of filing. Rule 401 of Regulation S-T (Sec. 232.401 of 
this chapter) sets forth further details regarding eligibility to 
participate in the voluntary XBRL program.
    (101) Interactive Data File. An Interactive Data File (Sec. 232.11 
of this chapter) is:
    (i) Required to be submitted and posted. Required to be submitted to 
the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec. 232.405 
of this chapter) if the registrant does not prepare its financial 
statements in accordance with Article 6 of Regulation S-X (17 CFR 210.6-
01 et seq.) and is described in paragraph (b)(101)(i)(A), (B) or (C) of 
this Item, except that an Interactive Data File: first is required for a 
periodic report on Form 10-Q (Sec. 249.308a of this chapter), Form 20-F 
(Sec. 249.220f of this chapter) or Form 40-F (Sec. 249.240f of this 
chapter), as applicable; is required for a registration statement under 
the Securities Act only if the registration statement contains a price 
or price range; and is required for a Form 8-K (Sec. 249.308 of this 
chapter) only when the Form 8-K contains audited annual financial 
statements that are a revised version of financial statements that 
previously were filed with the Commission that have been revised 
pursuant to applicable accounting standards to reflect the effects of 
certain subsequent events, including a discontinued operation, a change 
in reportable segments or a change in accounting principle, and, in such 
case, the Interactive Data File would be required only as to such 
revised financial statements regardless whether the Form 8-K contains 
other financial statements:
    (A) A large accelerated filer (Sec. 240.12b-2 of this chapter) that 
had an aggregate worldwide market value of the voting and non-voting 
common equity held by non-affiliates of more than $5 billion as of the 
last business day of the second fiscal quarter of its most recently 
completed fiscal year that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (B) A large accelerated filer not specified in paragraph 
(b)(101)(i)(A) of this Item that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (C) A filer not specified in paragraph (b)(101)(i)(A) or (B) of this 
Item that prepares its financial statements in accordance with either 
generally accepted accounting principles as used in the United States or 
International Financial Reporting Standards as issued by the 
International Accounting Standards Board, and the filing contains 
financial statements of the registrant for a fiscal period that ends on 
or after June 15, 2011.
    (ii) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T 
(Sec. 232.405 of this chapter) if the:
    (A) Registrant prepares its financial statements:
    (1) In accordance with either:
    (i) Generally accepted accounting principles as used in the United 
States; or
    (ii) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (2) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (B) Interactive Data File is not required to be submitted to the 
Commission under paragraph (b)(101)(i) of this Item.
    (iii) Not permitted to be submitted. Not permitted to be submitted 
to the Commission if the registrant prepares its financial statements in 
accordance with

[[Page 502]]

Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
    (102) Asset Data File. An Asset Data File (as defined in Sec. 232.11 
of this chapter) filed pursuant to Item 1111(h)(3) of Regulation AB 
(Sec. 229.1111(h)(3)).
    (103) Asset related document. Additional asset-level information or 
explanatory language pursuant to Item 1111(h)(4) and (5) of Regulation 
AB (Sec. 229.1111(h)(4) and (h)(5)).
    (104)-(105) [Reserved]
    (106) Static pool. If not included in the prospectus filed in 
accordance with Sec. 230.424(b)(2) or (5) and (h) of this chapter, 
static pool disclosure as required by Sec. 229.1105.
    (c) Smaller reporting companies. A smaller reporting company need 
not provide the disclosure required in paragraph (b)(12) of this Item, 
Statements re computation of ratios.

[47 FR 11401, Mar. 16, 1982]

    Editorial Note: For Federal Register citations affecting 
Sec. 229.601, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



                      Subpart 229.700_Miscellaneous



Sec. 229.701  (Item 701) Recent sales of unregistered securities; use of
proceeds from registered securities.

    Furnish the following information as to all securities of the 
registrant sold by the registrant within the past three years which were 
not registered under the Securities Act. Include sales of reacquired 
securities, as well as new issues, securities issued in exchange for 
property, services, or other securities, and new securities resulting 
from the modification of outstanding securities.
    (a) Securities sold. Give the date of sale and the title and amount 
of securities sold.
    (b) Underwriters and other purchasers. Give the names of the 
principal underwriters, if any. As to any such securities not publicly 
offered, name the persons or identify the class of persons to whom the 
securities were sold.
    (c) Consideration. As to securities sold for cash, state the 
aggregate offering price and the aggregate underwriting discounts or 
commissions. As to any securities sold otherwise than for cash, state 
the nature of the transaction and the nature and aggregate amount of 
consideration received by the registrant.
    (d) Exemption from registration claimed. Indicate the section of the 
Securities Act or the rule of the Commission under which exemption from 
registration was claimed and state briefly the facts relied upon to make 
the exemption available.
    (e) Terms of conversion or exercise. If the information called for 
by this paragraph (e) is being presented on Form 8-K, Form 10-Q, Form 
10-K, or Form 10-D under the Exchange Act (Sec. 249.308, 
Sec. 249.308(a), Sec. 240.310 or Sec. 249.312) of this chapter, and 
where the securities sold by the registrant are convertible or 
exchangeable into equity securities, or are warrants or options 
representing equity securities, disclose the terms of conversion or 
exercise of the securities.
    (f) Use of proceeds. As required by Sec. 230.463 of this chapter, 
following the effective date of the first registration statement filed 
under the Securities Act by an issuer, the issuer or successor issuer 
shall report the use of proceeds on its first periodic report filed 
pursuant to sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 
78m(a) and 78o(d)) after effectiveness of its Securities Act 
registration statement, and thereafter on each of its subsequent 
periodic reports filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act through the later of disclosure of the application of all 
the offering proceeds, or disclosure of the termination of the offering. 
If a report of the use of proceeds is required with respect to the first 
effective registration statement of the predecessor issuer, the 
successor issuer shall provide such a report. The information provided 
pursuant to paragraphs (f)(2) through (f)(4) of this Item need only be 
provided with respect to the first periodic report filed pursuant to 
sections 13(a) and 15(d) of the Exchange Act after effectiveness of the 
registration statement filed under the Securities Act. Subsequent 
periodic reports filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act need only provide the information required in paragraphs 
(f)(2) through (f)(4) of this Item if any of such required information 
has changed since the last periodic report filed. In disclosing the use

[[Page 503]]

of proceeds in the first periodic report filed pursuant to the Exchange 
Act, the issuer or successor issuer should include the following 
information:
    (1) The effective date of the Securities Act registration statement 
for which the use of proceeds information is being disclosed and the 
Commission file number assigned to the registration statement;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, an 
explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering has terminated and, if so, whether it 
terminated before the sale of all securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, where a 
class of convertible securities is being registered, the title of any 
class of securities into which such securities may be converted;
    (iv) For each class of securities (other than a class of securities 
into which a class of convertible securities registered may be converted 
without additional payment to the issuer) the following information, 
provided for both the account of the issuer and the account(s) of any 
selling security holder(s): the amount registered, the aggregate price 
of the offering amount registered, the amount sold and the aggregate 
offering price of the amount sold to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for underwriting 
discounts and commissions, finders' fees, expenses paid to or for 
underwriters, other expenses and total expenses. Indicate if a 
reasonable estimate for the amount of expenses incurred is provided 
instead of the actual amount of expense. Indicate whether such payments 
were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (f)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of net 
offering proceeds to the issuer used for construction of plant, building 
and facilities; purchase and installation of machinery and equipment; 
purchases of real estate; acquisition of other business(es); repayment 
of indebtedness; working capital; temporary investments (which should be 
specified); and any other purposes for which at least five (5) percent 
of the issuer's total offering proceeds or $100,000 (whichever is less) 
has been used (which should be specified). Indicate if a reasonable 
estimate for the amount of net offering proceeds applied is provided 
instead of the actual amount of net offering proceeds used. Indicate 
whether such payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others; and
    (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item 
represents a material change in the use of proceeds described in the 
prospectus, the issuer should describe briefly the material change.
Instructions. 1. Information required by this Item 701 need not be set 
forth as to notes, drafts, bills of exchange, or bankers' acceptances 
which mature not later than one year from the date of issuance.
    2. If the sales were made in a series of transactions, the 
information may be given

[[Page 504]]

by such totals and periods as will reasonably convey the information 
required.

[47 FR 11401, Mar. 16, 1982, as amended at 61 FR 54508, Oct. 18, 1996; 
62 FR 39762, July 24, 1997; 70 FR 1597, Jan. 7, 2005; 73 FR 967, Jan. 4, 
2008]



Sec. 229.702  (Item 702) Indemnification of directors and officers.

    State the general effect of any statute, charter provisions, by-
laws, contract or other arrangements under which any controlling 
persons, director or officer of the registrant is insured or indemnified 
in any manner against liability which he may incur in his capacity as 
such.



Sec. 229.703  Purchases of equity securities by the issuer and affiliated purchasers.

    (a) In the following tabular format, provide the information 
specified in paragraph (b) of this Item with respect to any purchase 
made by or on behalf of the issuer or any ``affiliated purchaser,'' as 
defined in Sec. 240.10b-18(a)(3) of this chapter, of shares or other 
units of any class of the issuer's equity securities that is registered 
by the issuer pursuant to section 12 of the Exchange Act (15 U.S.C. 
781).

                                                                                                                      Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                     (d) Maximum number (or approximate dollar value) of shares
           Period                   (a) Total number of shares (or units) purchased               (b) Average price paid per share (or unit)           (c) Total number of shares (or units) purchased as part of      (or units) that may yet be purchased under the plans or
                                                                                                                                                                  publicly announced plans or programs                                        programs
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Month #1 (identify beginning
 and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Month #2 (identify beginning
 and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Month #3 (identify beginning
 and ending dates).
                             ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    Total...................
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    (b) The table shall include the following information for each class 
or series of securities for each month included in the period covered by 
the report:
    (1) The total number of shares (or units) purchased (column (a));

Instruction to paragraph (b)(1) of Item 703: Include in this column all 
issuer repurchases, including those made pursuant to publicly announced 
plans or programs and those not made pursuant to publicly announced 
plans or programs. Briefly disclose, by footnote to the table, the 
number of shares purchased other than through a publicly announced plan 
or program and the nature of the transaction (e.g., whether the 
purchases were made in open-market transactions, tender offers, in 
satisfaction of the company's obligations upon exercise of outstanding 
put options issued by the company, or other transactions).
    (2) The average price paid per share (or unit) (column (b));
    (3) The total number of shares (or units) purchased as part of 
publicly announced repurchase plans or programs (column (c)); and
    (4) The maximum number (or approximate dollar value) of shares (or 
units) that may yet be purchased under the plans or programs (column 
(d)).

Instructions to paragraphs (b)(3) and (b)(4) of Item 703: 1. In the 
table, disclose this information in the aggregate for all plans or 
programs publicly announced.
    2. By footnote to the table, indicate:
    a. The date each plan or program was announced;
    b. The dollar amount (or share or unit amount) approved;
    c. The expiration date (if any) of each plan or program;
    d. Each plan or program that has expired during the period covered 
by the table; and
    e. Each plan or program the issuer has determined to terminate prior 
to expiration, or

[[Page 505]]

under which the issuer does not intend to make further purchases.

Instruction to Item 703: Disclose all purchases covered by this Item, 
including purchases that do not satisfy the conditions of the safe 
harbor of Sec. 240.10b-18 of this chapter.

[68 FR 64969, Nov. 17, 2003]



                 Subpart 229.800_List of Industry Guides



Sec. 229.801  Securities Act industry guides.

    (a)-(b) [Reserved]
    (c) Guide 3. Statistical disclosure by bank holding companies.
    (d) Guide 4. Prospectuses relating to interests in oil and gas 
programs.
    (e) Guide 5. Preparation of registration statements relating to 
interests in real estate limited partnerships.
    (f) Guide 6. Disclosures concerning unpaid claims and claim 
adjustment expenses of property-casualty insurance underwriters.
    (g) Guide 7. Description of Property by Issuers Engaged or To Be 
Engaged in Significant Mining Operations.

[47 FR 11401, Mar. 16, 1982, and 49 FR 47600, Dec. 6, 1984, as amended 
at 57 FR 36466, Aug. 13, 1992; 61 FR 30401, June 14, 1996; 74 FR 2193, 
Jan. 14, 2009]



Sec. 229.802  Exchange Act industry guides.

    (a)-(b) [Reserved]
    (c) Guide 3. Statistical disclosure by bank holding companies.
    (d) Guide 4. Disclosures concerning unpaid claims and claim 
adjustment expenses of property-casualty underwriters.
    (e)-(f) [Reserved]
    (g) Guide 7. Description of Property by Issuers Engaged or To Be 
Engaged in Significant Mining Operations.

[47 FR 11401, Mar. 16, 1982, as amended at 49 FR 47600, Dec. 6, 1984; 57 
FR 36468, Aug. 13, 1992; 61 FR 30401, June 14, 1996; 74 FR 2193, Jan. 
14, 2009]



                  Subpart 229.900_Roll-Up Transactions

    Source: 56 FR 57247, Nov. 8, 1991, unless otherwise noted.



Sec. 229.901  (Item 901) Definitions.

    For the purposes of this subpart 229.900:
    (a) General partner means the person or persons responsible under 
state law for managing or directing the management of the business and 
affairs of a partnership that is the subject of a roll-up transaction 
including, but not limited to, the general partner(s), board of 
directors, board of trustees, or other person(s) having a fiduciary duty 
to such partnership.
    (b)(1) Partnership means any:
    (i) Finite-life limited partnership; or
    (ii) Other finite-life entity.
    (2)(i) Except as provided in paragraph (b)(2)(ii) of this Item 
(Sec. 229.901(b)(2)(ii)), a limited partnership or other entity is 
``finite-life'' if:
    (A) It operates as a conduit vehicle for investors to participate in 
the ownership of assets for a limited period of time; and
    (B) It has as a policy or purpose distributing to investors proceeds 
from the sale, financing or refinancing of assets or cash from 
operations, rather than reinvesting such proceeds or cash in the 
business (whether for the term of the entity or after an initial period 
of time following commencement of operations).
    (ii) A real estate investment trust as defined in I.R.C. section 856 
is not finite-life solely because of the distribution to investors of 
net income as provided by the I.R.C. if its policies or purposes do not 
include the distribution to investors of proceeds from the sale, 
financing or refinancing of assets, rather than the reinvestment of such 
proceeds in the business.
    (3) Partnership does not include any entity registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or any Business 
Development Company as defined in section 2(a)(48) of that Act (15 
U.S.C. 80a-2(a)(48)).
    (c)(1) Except as provided in paragraph (c)(2) or (c)(3) of this 
Item, (Sec. 229.901(c)(2) or (c)(3)) roll-up transaction means a 
transaction involving the combination or reorganization of one or more 
partnerships, directly or indirectly, in which some or all of the 
investors in any of such partnerships will receive new securities, or 
securities in another entity.

[[Page 506]]

    (2) Notwithstanding paragraph (c)(1) of this Item, 
(Sec. 229.901(c)(1)) roll-up transaction shall not include:
    (i) A transaction wherein the interests of all of the investors in 
each of the partnerships are repurchased, recalled, or exchanged in 
accordance with the terms of the preexisting partnership agreement for 
securities in an operating company specifically identified at the time 
of the formation of the original partnership;
    (ii) A transaction in which the securities to be issued or exchanged 
are not required to be and are not registered under the Securities Act 
of 1933 (15 U.S.C. 77a et seq.);
    (iii) A transaction that involves only issuers that are not required 
to register or report under Section 12 of the Securities Exchange Act of 
1934 (15 U.S.C. 78l), both before and after the transaction;
    (iv) A transaction that involves the combination or reorganization 
of one or more partnerships in which a non-affiliated party succeeds to 
the interests of a general partner or sponsor, if:
    (A) Such action is approved by not less than 66\2/3\% of the 
outstanding units of each of the participating partnerships; and
    (B) As a result of the transaction, the existing general partners 
will receive only compensation to which they are entitled as expressly 
provided for in the preexisting partnership agreements;
    (v) A transaction in which the securities offered to investors are 
securities of another entity that are reported under a transaction 
reporting plan declared effective before December 17, 1993 by the 
Commission under Section 11A of the Securities Exchange Act of 1934 (15 
U.S.C. 78k-1), if:
    (A) Such other entity was formed, and such class of securities was 
reported and regularly traded, not less than 12 months before the date 
on which soliciting material is mailed to investors; and
    (B) The securities of that entity issued to investors in the 
transaction do not exceed 20% of the total outstanding securities of the 
entity, exclusive of any securities of such class held by or for the 
account of the entity or a subsidiary of the entity; and
    (C) For purposes of paragraph (c)(2)(v) of this Item 
(Sec. 229.901(c)(2)(v)), a regularly traded security means any security 
with a minimum closing price of $2.00 or more for a majority of the 
business days during the preceding three-month period and a six-month 
minimum average daily trading volume of 1,000 shares;
    (vi) A transaction in which all of the investors' partnership 
securities are reported under a transaction reporting plan declared 
effective before December 17, 1993 by the Commission under Section 11A 
of the Securities Exchange Act of 1934 (15 U.S.C. 78k-1) and such 
investors receive new securities or securities in another entity that 
are reported under a transaction reporting plan declared effective 
before December 17, 1993 by the Commission under Section 11A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78k-1), except that, for 
purposes of this paragraph, securities that are reported under a 
transaction reporting plan declared effective before December 17, 1993 
by the Commission under Section 11A of the Securities Exchange Act of 
1934 shall not include securities listed on the American Stock 
Exchange's Emerging Company Marketplace;
    (vii) A transaction in which the investors in any of the 
partnerships involved in the transaction are not subject to a 
significant adverse change with respect to voting rights, the terms of 
existence of the entity, management compensation or investment 
objectives; or
    (viii) A transaction in which all investors are provided an option 
to receive or retain a security under substantially the same terms and 
conditions as the original issue.
    (3) The Commission, upon written request or upon its own motion, may 
exempt by rule or order any security or class of securities, any 
transaction or class of transactions, or any person or class of persons, 
in whole or in part, conditionally or unconditionally, from the 
definition of roll-up transaction or the requirements imposed on roll-up 
transactions by Items 902-915 of Regulation S-K (Secs. 229.902-229.915), 
if it finds such action to be consistent with the public interest and 
the protection of investors.

[[Page 507]]

    (d) Sponsor means the person proposing the roll-up transaction.
    (e) Successor means the surviving entity after completion of the 
roll-up transaction or the entity whose securities are being offered or 
sold to, or acquired by, limited partners of the partnerships or the 
limited partnerships to be combined or reorganized.

Instruction to Item 901. If a transaction is a roll-up transaction as 
defined in Item 901(c) of this subpart (Sec. 229.901(c)), the 
requirements of this subpart apply to each entity proposed to be 
included in the roll-up transaction, whether or not the entity is a 
``partnership'' as defined in Item 901(b) of this subpart 
(Sec. 229.901(b)).

[56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63682, Dec. 8, 1994]



Sec. 229.902  (Item 902) Individual partnership supplements.

    (a) If two or more entities are proposed to be included in the roll-
up transaction, provide the information specified in this Item 
(Sec. 229.902) in a separate supplement to the disclosure document for 
each entity.
    (b) The separate supplement required by paragraph (a) of this Item 
(Sec. 229.902) shall be filed as part of the registration statement, 
shall be delivered with the prospectus to investors in the partnership 
covered thereby, and shall include:
    (1) A statement in the forepart of the supplement to the effect 
that:
    (i) Supplements have been prepared for each partnership;
    (ii) The effects of the roll-up transaction may be different for 
investors in the various partnerships; and
    (iii) Upon receipt of a written request by an investor or his 
representative who has been so designated in writing, a copy of any 
supplement will be transmitted promptly, without charge, by the general 
partner or sponsor.

This statement must include the name and address of the person to whom 
investors should make their request.
    (2) A brief description of each material risk and effect of the 
roll-up transaction, including, but not limited to, federal income tax 
consequences, for investors in the partnership, with appropriate cross 
references to the discussions of the risks, effects and tax consequences 
of the roll-up transaction required in the principal disclosure document 
pursuant to Items 904 and 915 of this subpart (Secs. 229.904 and 
229.915). Such discussion shall address the effect of the roll-up 
transaction on the partnership's financial condition and results of 
operations.
    (3) A statement concerning whether the general partner reasonably 
believes that the roll-up transaction is fair or unfair to investors in 
the partnership, together with a brief discussion of the bases for such 
belief, with appropriate cross references to the discussion of the 
fairness of the roll-up transaction required in the principal disclosure 
document pursuant to Item 910 of this subpart (Sec. 229.910). If there 
are material differences between the fairness analysis for the 
partnership and for the other partnerships, such differences shall be 
described briefly in the supplement.
    (4) A brief, narrative description of the method of calculating the 
value of the partnership and allocating interests in the successor to 
the partnership, and a table showing such calculation and allocation. 
Such table shall include the following information (or other information 
of a comparable character necessary to a thorough understanding of the 
calculation and allocation):
    (i) The appraised value of each separately appraised significant 
asset (as defined in Item 911(c)(5) of this subpart (Sec. 229.911(c)(5)) 
held by the partnership, or, if appraisals have not been obtained for 
each significant asset, the value assigned for purposes of the valuation 
of the partnership to each significant asset for which an appraisal has 
not been obtained;
    (ii) The dollar amount of any mortgages or other similar liabilities 
to which each of such assets is subject;
    (iii) Cash and cash equivalent assets held by the partnership;
    (iv) Other assets held by the partnership;
    (v) Other liabilities of the partnership;
    (vi) The value assigned to the partnership;
    (vii) The value assigned to the partnership per interest held by 
investors in the partnership (on an equivalent interest basis, such as 
per $1,000 original investment);

[[Page 508]]

    (viii) The aggregate number of interests in the successor to be 
allocated to the partnership and the percentage of the total interests 
of the successor;
    (ix) The number of interests in the successor to be allocated to 
investors in the partnership for each interest held by such investors 
(on an equivalent interest basis, such as per $1,000 original 
investment); and
    (x) The value assigned to the general partner's interest in the 
partnership, and the number of interests in the successor or other 
consideration to be allocated in the roll-up transaction to the general 
partner for such general partnership interest or otherwise as 
compensation or reimbursement for claims against or interests in the 
partnership, such as foregone fees, unearned fees and for fees to be 
earned on the sale or refinancing of an asset.
    (5) The amounts of compensation paid, and cash distributions made, 
to the general partner and its affiliates by the partnership for the 
last three fiscal years and the most recently completed interim period 
and the amounts that would have been paid if the compensation and 
distributions structure to be in effect after the roll-up transaction 
had been in effect during such period. If any proposed change(s) in the 
business or operations of the successor after the roll-up transaction 
would change materially the compensation and distributions that would 
have been paid by the successor (e.g., if properties will be sold or 
purchased after the roll-up transaction and no properties were sold or 
purchased during the period covered by the table), describe such changes 
and the effects thereof on the compensation and distributions to be paid 
by the successor.
    (6) Cash distributions made to investors during each of the last 
five fiscal years and most recently completed interim period, 
identifying any such distributions which represent a return of capital.
    (7) An appropriate cross reference to selected financial information 
concerning the partnership and the pro forma financial statements 
included in the principal disclosure document in response to Item 
914(b)(2) of this subpart (Sec. 229.914(b)(2)).



Sec. 229.903  (Item 903) Summary.

    (a) Provide in the forepart of the disclosure document a clear, 
concise and comprehensible summary of the roll-up transaction.
    (b) The summary required by paragraph (a) of this Item 
(Sec. 229.903) shall include a summary description of each of the 
following items, as well as any other material terms or consequences of 
the roll-up transaction necessary to an understanding of such 
transaction:
    (1) Each material risk and effect on investors, including, but not 
limited to:
    (i) Changes in the business plan, voting rights, cash distribution 
policies, form of ownership interest or management compensation;
    (ii) The general partner's conflicts of interest in connection with 
the roll-up transaction and in connection with the successor's future 
operations; and
    (iii) The likelihood that securities received by investors in the 
roll-up transaction will trade at prices substantially below the value 
assigned to such securities in the roll-up transaction and/or the value 
of the successor's assets;
    (2) The material terms of the roll-up transaction, including the 
valuation method used to allocate securities in the successor to 
investors in the partnerships;
    (3) Whether the general partner reasonably believes that the roll-up 
transaction is fair or unfair to investors in each partnership, 
including a brief discussion of the bases for such belief;
    (4) Any opinion from an outside party concerning the fairness of the 
roll-up transaction, including whether the opinion addresses the 
fairness of all possible combinations of partnerships or portions of 
partnerships, and contacts with any outside party concerning fairness 
opinions, valuations or reports in connection with the roll-up 
transaction required to be disclosed pursuant to Item 911(a)(5) of this 
subpart (Sec. 229.911(a)(5));
    (5) The background of and reasons for the roll-up transaction, as 
well as alternatives to the roll-up transaction described in response to 
Item 908(b) of this subpart (Sec. 229.908(b));
    (6) Rights of investors to exercise dissenters' or appraisal rights 
or similar

[[Page 509]]

rights and to obtain a list of investors in the partnership in which the 
investor holds an interest; and
    (7) If any affiliates of the general partner or the sponsor may 
participate in the business of the successor or receive compensation 
from the successor, an organizational chart showing the relationships 
between the general partner, the sponsor and their affiliates.

Instruction to Item 903. The description of the material risks and 
effects of the roll-up transaction required by paragraph (b)(1) of this 
Item (Sec. 229.903) must be presented prominently in the forepart of the 
summary.



Sec. 229.904  (Item 904) Risk factors and other considerations.

    (a) Immediately following the summary required by Item 903 of this 
subpart (Sec. 229.903), describe in reasonable detail each material risk 
and effect of the roll-up transaction on investors in each partnership, 
including, but not limited to:
    (1) The potential risks, adverse effects and benefits of the roll-up 
transaction for investors and for the general partner, including those 
which result from each matter described in response to Item 905 of this 
subpart (Sec. 229.905), with appropriate cross references to the 
comparative information required by Item 905;
    (2) The material risks arising from an investment in the successor; 
and
    (3) The likelihood that securities of the successor received by 
investors in the roll-up transaction will trade in the securities 
markets at a price substantially below the value assigned to such 
securities in the roll-up transaction and/or the value of the assets of 
the successor, and the effects on investors of such a trading market 
discount.
    (b) Quantify each risk or effect to the extent practicable.
    (c) State whether any of such risks or effects may be different for 
investors in any partnership and, if so, identify such partnership(s) 
and describe such difference(s).

Instruction to Item 904. The requirement to quantify the effects of the 
roll-up transaction shall include, but not be limited to:
    (i) If cost savings resulting from combined administration of the 
partnerships is identified as a potential benefit of the roll-up 
transaction, the amount of cost savings and a comparison of such amount 
to the costs of the roll-up transaction; and
    (ii) If there may be a material conflict of interest of the sponsor 
or general partner arising from its receipt of payments or other 
consideration as a result of the roll-up transaction, the amount of such 
payments and other consideration to be obtained in the roll-up 
transaction and a comparison of such amounts to the amounts to which the 
sponsor or general partner would be entitled without the roll-up 
transaction.



Sec. 229.905  (Item 905) comparative information.

    (a)(1) Describe the voting and other rights of investors in the 
successor under the successor's governing instruments and under 
applicable law. Compare such rights to the voting and other rights of 
investors in each partnership subject to the transaction under the 
partnerships' governing instruments and under applicable law. Describe 
the effects of the change(s) in such rights.
    (2) Describe the duties owed by the general partner of the successor 
to investors in the successor under the successor's governing 
instruments and under applicable law. Compare such duties to the duties 
owed by the general partner of each partnership to investors in the 
partnership under the partnership's governing instruments and under 
applicable law. Describe the effects of the change(s) in such duties.
    (b)(1) Describe each item of compensation (including reimbursement 
of expenses) payable by the successor after the roll-up transaction to 
the general partner and its affiliates or to any affiliate of the 
successor. Compare such compensation to the compensation currently 
payable to the general partner and its affiliates by each partnership. 
Describe the effects of the change(s) in compensation arrangements.
    (2) Describe each instance in which cash or other distributions may 
be made by the successor to the general partner and its affiliates or to 
any affiliate of the successor. Compare such distributions to the 
distributions currently paid or payable to the general partner and its 
affiliates by each partnership. Describe the effects of the change(s) in 
distribution arrangements. If distributions similar to those

[[Page 510]]

currently paid or payable by any partnership to the general partner or 
its affiliates will not be made by the successor, state whether or not 
other compensation arrangements with the successor described in response 
to paragraph (b)(1) of this Item (Sec. 229.905) (e.g., incentive fees 
payable upon sale of a property) will, in effect, replace such 
distributions.
    (3) Provide a table demonstrating the changes in such compensation 
and distributions setting forth among other things:
    (i) The actual amounts of compensation and distributions, separately 
identified, paid by the partnerships on a combined basis to the general 
partner and its affiliates for the partnerships' last three fiscal years 
and most recently ended interim periods; and
    (ii) The amounts of compensation and distributions that would have 
been paid if the compensation and distributions structure to be in 
effect after the roll-up transaction had been in effect during such 
period.
    (4) If any proposed change(s) in the business or operations of the 
successor after the roll-up transaction would change materially the 
compensation and distributions that would have been paid by the 
successor from that shown in the table provided in response to paragraph 
(b)(3)(ii) of this Item (Sec. 229.905) (e.g., if properties will be sold 
or purchased after the roll-up transaction and no properties were sold 
or purchased during the period covered by the table), describe such 
changes and the effects thereof on the compensation and distributions to 
be paid by the successor.
    (5) Describe the material conflicts that may arise between the 
interests of the sponsor or general partner and the interests of 
investors in the successor as a result of the compensation and 
distribution arrangements described in response to paragraphs (b)(1) and 
(2) of this Item (Sec. 229.905) and describe any steps that will be 
taken to resolve any such conflicts.
    (c) Describe any provisions in the governing instruments of the 
successor and any policies of the general partner of the successor 
relating to distributions to investors of cash from operations, proceeds 
from the sale, financing or refinancing of assets, and any other 
distributions. Compare such provisions and policies to those of each of 
the partnerships. Describe the effects of any change(s) in such 
provisions or policies.
    (d)(1) Describe each material investment policy of the successor, 
including, without limitation, policies with respect to borrowings by 
the successor. Compare such investment policies to the investment 
policies of each of the partnerships. Describe the effects of any 
change(s) in such policies.
    (2) Describe any plans of the general partner, sponsor or of any 
person who will be an affiliate of the successor with respect to:
    (i) A sale of any material assets of the partnerships;
    (ii) A purchase of any material assets; and
    (iii) Borrowings.
    (3)(i) State whether or not specific assets have been identified for 
sale, financing, refinancing or purchase following the roll-up 
transaction.
    (ii) If specific assets have been so identified, describe the assets 
and the proposed transaction.
    (e) Describe any other similar terms or policies of the successor 
that are material to an investment in the successor. Compare any such 
terms or policies to those of each of the partnerships. Describe the 
effects of any change(s) in any such terms or policies.

Instructions to Item 905: (1) The information provided in response to 
this Item (Sec. 229.905) should be illustrated in tables or other 
readily understandable formats, which should be included together with 
the disclosures required by this Item.
    (2) The information required by this Item (Sec. 229.905) shall be 
set forth in appropriate separate sections of the principal disclosure 
document.



Sec. 229.906  (Item 906) Allocation of roll-up consideration.

    (a) Describe in reasonable detail the method used to allocate 
interests in the successor to investors in the partnerships and the 
reasons why such method was used.
    (b) Provide a table showing the calculation of the valuation of each 
partnership and the allocation of interests in the successor to 
investors. Such table shall include for each partnership

[[Page 511]]

the following information (or other information of a comparable 
character necessary to an understanding of the calculation and 
allocation):
    (1) The value assigned to each significant category of assets of the 
partnership and the total value assigned to the partnership;
    (2) The total value assigned to all partnerships;
    (3) The aggregate amount of interests in the successor to be 
allocated to each partnership and the percentage of the total amount of 
all such interests represented thereby; and
    (4) The amount of interests of the successor to be issued to 
investors per interest held in each partnership (on an equivalent 
interest basis, such as per $1,000 invested).
    (c) If interests in the successor will be allocated to the general 
partner in exchange for its general partner interest or otherwise or if 
the general partner will receive other consideration in connection with 
the roll-up transaction:
    (1) Describe in reasonable detail the method used to allocate 
interests in the successor to the general partner or to determine the 
amount of consideration payable to the general partner and the reasons 
such method(s) was used; and
    (2) Identify the consideration paid by the general partner for 
interests in the partnerships that will be exchanged in the roll-up 
transaction.



Sec. 229.907  (Item 907) Background of the roll-up transaction.

    (a)(1) Furnish a summary of the background of the transaction. Such 
summary shall include, but not be limited to, a description of any 
contacts, negotiations or transactions concerning any of the following 
matters:
    (i) A merger, consolidation, or combination of any of the 
partnerships;
    (ii) An acquisition of any of the partnerships or a material amount 
of any of their assets;
    (iii) A tender offer for or other acquisition of securities of any 
class issued by any of the partnerships; or
    (iv) A change in control of any of the partnerships.
    (2) The summary required by paragraph (a)(1) of this Item shall:
    (i) Cover the period beginning with each partnership's second full 
fiscal year preceding the date of the filing of the roll-up transaction;
    (ii) Include contacts, negotiations or transactions between the 
general partner or its affiliates and any person who would have a direct 
interest in the matters listed in paragraphs (a)(1)(i)-(iv) of this 
Item; and
    (iii) Identify the person who initiated such contacts, negotiations 
or transactions.
    (b) Briefly describe the background of each partnership, including, 
but not limited to:
    (1) The amount of capital raised from investors, the extent to which 
net proceeds from the original offering of interests have been invested, 
the extent to which funds have been invested as planned and the amount 
not yet invested; and
    (2) The partnership's investment objectives and the extent to which 
the partnership has achieved its investment objectives.
    (c) Discuss whether the general partner (including any affiliated 
person materially dependent on the general partner's compensation 
arrangement with the partnership) or any partnership has experienced 
since the commencement of the most recently completed fiscal year or is 
likely to experience any material adverse financial developments. If so, 
describe such developments and the effect of the transaction on such 
matters.



Sec. 229.908  (Item 908) Reasons for and alternatives to the roll-up
transaction.

    (a) Describe the reason(s) for the roll-up transaction.
    (b)(1) If the general partner or sponsor considered alternatives to 
the roll-up transaction being proposed, describe such alternative(s) and 
state the reason(s) for their rejection.
    (2) Whether or not described in response to paragraph (b)(1) of this 
Item (Sec. 229.908), describe in reasonable detail the potential 
alternative of continuation of the partnerships in accordance

[[Page 512]]

with their existing business plans, including the effects of such 
continuation and the material risks and benefits that likely would arise 
in connection therewith, and, if applicable, the general partner's 
reasons for not considering such alternative.
    (3) Whether or not described in response to paragraph (b)(1) of this 
Item (Sec. 229.908), describe in reasonable detail the potential 
alternative of liquidation of the partnerships, the procedures required 
to accomplish liquidation, the effects of liquidation, the material 
risks and benefits that likely would arise in connection with 
liquidation, and, if applicable, the general partner's reasons for not 
considering such alternative.
    (c) State the reasons for the structure of the roll-up transaction 
and for undertaking such transaction at this time.
    (d) State whether the general partner initiated the roll-up 
transaction and, if not, whether the general partner participated in the 
structuring of the transaction.
    (e) State whether the general partner recommends the roll-up 
transaction and briefly describe the reasons for such recommendation.



Sec. 229.909  (Item 909) Conflicts of interest.

    (a) Briefly describe the general partner's fiduciary duties to each 
partnership subject to the roll-up transaction and each actual or 
potential material conflict of interest between the general partner and 
the investors relating to the roll-up transaction.
    (b)(1) State whether or not the general partner has retained an 
unaffiliated representative to act on behalf of investors for purposes 
of negotiating the terms of the roll-up transaction. If no such 
representative has been retained, describe the reasons therefor and the 
risks arising from the absence of separate representation.
    (2) If an unaffiliated representative has been retained to represent 
investors:
    (i) Identify such unaffiliated representative;
    (ii) Briefly describe the representative's qualifications, including 
a brief description of any other transaction similar to the roll-up 
transaction in which the representative has served in a similar capacity 
within the past five years;
    (iii) Describe the method of selection of such representative, 
including a statement as to whether or not any investors were consulted 
in the selection of the representative and, if so, the names of such 
investors;
    (iv) Describe the scope and terms of the engagement of the 
representative, including, but not limited to, what party will be 
responsible for paying the representative's fees and whether such fees 
are contingent upon the outcome of the roll-up transaction;
    (v) Describe any material relationship between the representative or 
its affiliates and:
    (A) The general partner, sponsor, any affiliate of the general 
partner or sponsor; or
    (B) Any other person having a material interest in the roll-up 
transaction,

which existed during the past two years or is mutually understood to be 
contemplated and any compensation received or to be received as a result 
of such relationship;
    (vi) Describe in reasonable detail the actions taken by the 
representative on behalf of investors; and
    (vii) Describe the fiduciary duties or other legal obligations of 
the representative to investors in each of the partnerships.



Sec. 229.910  (Item 910) Fairness of the transaction.

    (a) State whether the general partner reasonably believes that the 
roll-up transaction is fair or unfair to investors and the reasons for 
such belief. Such discussion must address the fairness of the roll-up 
transaction to investors in each of the partnerships and as a whole. If 
the roll-up transaction may be completed with a combination of 
partnerships consisting of less than all partnerships, or with portions 
of partnerships, the belief stated must address each possible 
combination.
    (b) Discuss in reasonable detail the material factors upon which the 
belief stated in paragraph (a) of this Item (Sec. 229.910) is based and, 
to the extent practicable, the weight assigned to each such factor. Such 
discussion

[[Page 513]]

should include an analysis of the extent, if any, to which such belief 
is based on the factors set forth in Instructions (2) and (3) to this 
Item (Sec. 229.910), paragraph (b)(1) of Item 909 of this subpart 
(Sec. 229.909(b)(1)) and Item 911 of this subpart (Sec. 229.911). This 
discussion also must:
    (1) Compare the value of the consideration to be received in the 
roll-up transaction to the value of the consideration that would be 
received pursuant to each of the alternatives discussed in response to 
Item 908(b) of this subpart (Sec. 229.908(b)); and
    (2) Describe any material differences among the partnerships (e.g., 
different types of assets or different investment objectives) relating 
to the fairness of the transaction.
    (c) If any offer of the type described in Instruction (2)(viii) to 
this Item (Sec. 229.910) has been received, describe such offer and 
state the reason(s) for its rejection.
    (d) Describe any factors known to the general partner that may 
affect materially the value of the consideration to be received by 
investors in the roll-up transaction, the values assigned to the 
partnerships for purposes of the comparisons to alternatives required by 
paragraph (b) of this Item (Sec. 229.910) and the fairness of the 
transaction to investors.
    (e) State whether the general partner's statements in response to 
paragraphs (a) and (b) of this Item (Sec. 229.910) are based, in whole 
or in part, on any report, opinion or appraisal described in response to 
Item 911 of this subpart (Sec. 229.911). If so, describe any material 
uncertainties known to the general partner that relate to the 
conclusions in any such report, opinion or appraisal including, but not 
limited to, developments or trends that have affected or are reasonably 
likely to affect materially such conclusions.

Instructions to Item 910: (1) A statement that the general partner has 
no reasonable belief as to the fairness of the roll-up transaction to 
investors will not be considered sufficient disclosure in response to 
paragraph (a) of this Item (Sec. 229.910(a)).
    (2) The factors which are important in determining the fairness of a 
roll-up transaction to investors and the weight, if any, which should be 
given to them in a particular context will vary. Normally such factors 
will include, among others, those referred to in paragraph (b)(1) of 
Item 909 (Sec. 229.909(b)(1)) and whether the consideration offered to 
investors constitutes fair value in relation to:
    (i) Current market prices, if any;
    (ii) Historic market prices, if any;
    (iii) Net book value;
    (iv) Going concern value;
    (v) Liquidation value;
    (vi) Purchases of limited partnership interests by the general 
partner or sponsor or their affiliates since the commencement of the 
partnership's second full fiscal year preceding the date of filing of 
the disclosure document for the roll-up transaction;
    (vii) Any report, opinion, or appraisal described in Item 911 of 
this subpart (Sec. 229.911); and
    (viii) Offers of which the general partner or sponsor is aware made 
during the preceding eighteen months for a merger, consolidation, or 
combination of any of the partnerships; an acquisition of any of the 
partnerships or a material amount of their assets; a tender offer for or 
other acquisition of securities of any class issued by any of the 
partnerships; or a change in control of any of the partnerships.
    (3) The discussion concerning fairness should specifically address 
material terms of the transaction including whether the consideration 
offered to investors constitutes fair value in relation to:
    (i) The form and amount of consideration to be received by investors 
and the sponsor in the roll-up transaction;
    (ii) The methods used to determine such consideration; and
    (iii) The compensation to be paid to the sponsor in the future.
    (4) Conclusory statements, such as ``The roll-up transaction is fair 
to investors in relation to net book value, going concern value, 
liquidation value and future prospects of the partnership,'' will not be 
considered sufficient disclosure in response to paragraph (b) of this 
Item (Sec. 229.910(b)).
    (5) Consideration should be given to presenting the comparative 
numerical data as to the value of the consideration being received by 
investors, liquidation value and other values in a tabular format. 
Financial and other information concerning the partnerships should be 
prepared based upon the most recent available information, such as, in 
the case of financial information, the periods covered by interim 
selected financial information included in the prospectus in accordance 
with Item 914 of this subpart (Sec. 229.914).



Sec. 229.911  (Item 911) Reports, opinions and appraisals.

    (a)(1) All material reports, opinions or appraisals. State whether 
or not the

[[Page 514]]

general partner or sponsor has received any report, opinion (other than 
an opinion of counsel) or appraisal from an outside party which is 
materially related to the roll-up transaction including, but not limited 
to, any such report, opinion or appraisal relating to the consideration 
or the fairness of the consideration to be offered to investors in 
connection with the roll-up transaction or the fairness of such 
transaction to the general partner or investors.
    (2) With respect to any report, opinion or appraisal described in 
paragraph (a)(1) of this Item (Sec. 229.911);
    (i) Identify such outside party;
    (ii) Briefly describe the qualifications of such outside party;
    (iii) Describe the method of selection of such outside party;
    (iv) Describe any material relationship between:
    (A) The outside party or its affiliates; and
    (B) The general partner, sponsor, the successor or any of their 
affiliates,

which existed during the past two years or is mutually understood to be 
contemplated and any compensation received or to be received as a result 
of such relationship;
    (v) If such report, opinion or appraisal relates to the fairness of 
the consideration, state whether the general partner, sponsor or 
affiliate determined the amount of consideration to be paid or whether 
the outside party recommended the amount of consideration to be paid.
    (vi) Furnish a summary concerning such report, opinion or appraisal 
which shall include, but not be limited to, the procedures followed; the 
findings and recommendations; the bases for and methods of arriving at 
such findings and recommendations; instructions received from the 
general partner, sponsor or its affiliates; and any limitation imposed 
by the general partner, sponsor or affiliate on the scope of the 
investigation. If any limitation was imposed by the general partner, 
sponsor or affiliate on the scope of the investigation, including, but 
not limited to, access to its personnel, premises, and relevant books 
and records, state the reasons therefor.
    (vii) State whether any compensation paid to such outside party is 
contingent on the approval or completion of the roll-up transaction and, 
if so, the reasons for compensating such parties on a contingent basis.
    (3) Furnish a statement to the effect that upon written request by 
an investor or his representative who has been so designated in writing, 
a copy of any such report, opinion or appraisal shall be transmitted 
promptly, without charge, by the general partner or sponsor. The 
statement also must include the name and address of the person to whom 
investors or their representatives should make their request.
    (4) All reports, opinions or appraisals referred to in paragraph 
(a)(1) of this Item (Sec. 229.911) shall be filed as exhibits to the 
registration statement.
    (5)(i) Describe any contacts in connection with the roll-up 
transaction between the sponsor or the general partner and any outside 
party with respect to the preparation by such party of an opinion 
concerning the fairness of the roll-up transaction, a valuation of a 
partnership or its assets, or any other report with respect to the roll-
up transaction. No description is required, however, of contacts with 
respect to reports, opinions or appraisals filed as exhibits pursuant to 
paragraph (a)(4) of this Item (Sec. 229.911).
    (ii) The description of contacts with any outside party required by 
paragraph (a)(5)(i) of this Item (Sec. 229.911) shall include the 
following:
    (A) The identity of each such party;
    (B) The nature of the contact;
    (C) The actions taken by such party;
    (D) Any views, preliminary or final, expressed on the proposed 
subject matter of the report, opinion or appraisal; and
    (E) Any reasons such party did not provide a report, opinion or 
appraisal.
    (b) Fairness opinions: (1) If any report, opinion or appraisal 
relates to the fairness of the roll-up transaction to investors in the 
partnerships, state whether or not the report, opinion or appraisal 
addresses the fairness of:
    (i) The roll-up transaction as a whole and to investors in each 
partnership; and

[[Page 515]]

    (ii) All possible combinations of partnerships in the roll-up 
transaction (including portions of partnerships if the transaction is 
structured to permit portions of partnerships to participate). If all 
possible combinations are not addressed:
    (A) Identify the combinations that are addressed;
    (B) Identify the person(s) that determined which combinations would 
be addressed and state the reasons for the selection of the 
combinations; and
    (C) State that if the roll-up transaction is completed with a 
combination of partnerships not addressed, no report, opinion or 
appraisal concerning the fairness of the roll-up transaction will have 
been obtained.
    (2) If the sponsor or the general partner has not obtained any 
opinion on the fairness of the proposed roll-up transaction to investors 
in each of the affected partnerships, state the sponsor's or general 
partner's reasons for concluding that such an opinion is not necessary 
in order to permit the limited partners or shareholders to make an 
informed decision on the proposed transaction.
    (c) Appraisals. If the report, opinion or appraisal consists of an 
appraisal of the assets of the partnerships:
    (1) Describe the purpose(s) for which the appraisals were obtained 
and their use in connection with the roll-up transaction;
    (2) Describe which assets are covered by the appraisals and state 
the aggregate appraised value of the assets covered by the appraisals 
(including such value net of associated indebtedness). Provide a 
description of, and valuation of, any assets subject to any material 
qualifications by the appraiser and a summary of such qualifications;
    (3) Identify the date as of which the appraisals were prepared. 
State whether and in what circumstances the appraisals will be updated. 
State whether any events have occurred or conditions have changed since 
the date of the appraisals that may have caused a material change in the 
value of the assets;
    (4) Include as an appendix to the prospectus one or more tables 
setting forth the following information:
    (i) The appraised value of any separately appraised asset that is 
significant to the partnership holding such asset;
    (ii) If the appraiser considered different valuation approaches in 
preparing the appraisals of the assets identified in response to 
paragraph (c)(4)(i) of this Item (Sec. 229.911(c)(4)(i)), the value of 
each such asset under each valuation approach considered by the 
appraiser, identifying the valuation approach used by the appraiser in 
determining the appraised value and the reason such approach was chosen; 
and
    (iii) All material assumptions used by the appraiser in appraising 
the assets identified in response to paragraph (c)(4)(i) of this Item 
(Sec. 229.911(c)(4)(i)), and, if the appraiser used different 
assumptions for any of such assets, the reasons the different 
assumptions were chosen.
    (5) For purposes of this Item and Item 902 of this subpart 
(Sec. 229.902), an asset is ``significant'' to a partnership if it 
represents more than 10% of the value of the partnership's assets as of 
the end of the most recently-completed fiscal year or recently-completed 
interim period or if 10% or more of the partnership's cash flow or net 
income for the most recently-completed fiscal year or most recently-
completed subsequent interim period was derived from such asset.

Instructions to Item 911: (1) The reports, opinions and appraisals 
required to be identified in response to paragraph (a) of this Item 
(Sec. 229.911) include any reports, opinions and appraisals which 
materially relate to the roll-up transaction whether or not relied upon, 
such as reports or opinions regarding alternatives to the roll-up 
transaction whether or not the alternatives were rejected.
    (2) The information called for by paragraph (a)(2) of this Item 
(Sec. 229.911) should be given with respect to the firm which provides 
the report, opinion or appraisal rather than the employees of such firm 
who prepared it.
    (3) With respect to appraisals, a summary prepared by the appraisers 
should not be included in lieu of the description of the appraisals 
required by paragraph (c) of this Item (Sec. 229.911). A clear and 
concise summary description of the appraisals is required.

[56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63683, Dec. 8, 1994]

[[Page 516]]



Sec. 229.912  (Item 912) Source and amount of funds and transactional
expenses.

    (a) State the source and total amount of funds or other 
consideration to be used in the roll-up transaction.
    (b)(1) Furnish a reasonably itemized statement of all expenses 
incurred or estimated to be incurred in connection with the roll-up 
transaction including, but not limited to, filing fees, legal, financial 
advisory, accounting and appraisal fees, solicitation expenses and 
printing costs. Identify the persons responsible for paying any or all 
of such expenses.
    (2) State whether or not any partnership subject to the roll-up 
transaction will be, directly or indirectly, responsible for any or all 
of the expenses of the transaction. If any partnership will be so 
responsible, state the amount to be provided by each partnership and the 
sources of capital to finance such amount.
    (c) If all or any part of the consideration to be used by the 
sponsor or successor in the roll-up transaction is expected to be, 
directly or indirectly, provided by any partnership, state the amount to 
be provided by each partnership and the sources of capital to finance 
such amount.
    (d) If all or any part of the funds or other consideration is, or is 
expected to be, directly or indirectly borrowed by the sponsor or 
successor for the purpose of the roll-up transaction:
    (1) Provide a summary of each such loan agreement containing the 
identity of the parties, the term, the collateral, the stated and 
effective interest rates, and other material terms or conditions; and
    (2) Briefly describe any plans or arrangements to finance or repay 
such borrowing, or, if no plans or arrangements have been made, make a 
statement to that effect.
    (e) If the source of all or any part of the funds to be used in the 
roll-up transaction is a loan made in the ordinary course of business by 
a bank as defined by section 3(a)(6) of the Exchange Act and section 
13(d) or 14(d) is applicable to such transaction, the name of such bank 
shall not be made available to the public if the person filing the 
statement so requests in writing and files such request, naming such 
bank, with the Secretary of the Commission.



Sec. 229.913  (Item 913) Other provisions of the transaction.

    (a) State whether or not appraisal rights are provided under 
applicable state law, under the partnership's governing instruments or 
will be voluntarily accorded by the successor, the general partner or 
the sponsor (or any of their affiliates) in connection with the roll-up 
transaction. If so, summarize such appraisal rights. If appraisal rights 
will not be available to investors who object to the transaction, 
briefly outline the rights which may be available to such investors 
under such law.
    (b) If any provision has been made to allow investors to obtain 
access to the books and records of the partnership or to obtain counsel 
or appraisal services at the expense of the successor, the general 
partner, the partnership, the sponsor (or any of their affiliates), 
describe such provision.
    (c) Discuss the investors' rights under federal and state law to 
obtain a partnership's list of investors.



Sec. 229.914  (Item 914) Pro forma financial statements: selected 
financial data.

    (a) In addition to the information required by Item 301 of 
Regulation S-K, Selected Financial Data (Sec. 229.301), and Item 302 of 
Regulation S-K, Supplementary Financial Information (Sec. 229.302), for 
each partnership proposed to be included in a roll-up transaction 
provide: Ratio of earnings to fixed charges, cash and cash equivalents, 
total assets at book value, total assets at the value assigned for 
purposes of the roll-up transaction (if applicable), total liabilities, 
general and limited partners' equity, net increase (decrease) in cash 
and cash equivalents, net cash provided by operating activities, 
distributions; and per unit data for net income (loss), book value, 
value assigned for purposes of the roll-up transaction (if applicable), 
and distributions (separately identifying distributions that represent a 
return of capital). This information should be provided for the same 
period(s) for which Selected Financial Data and

[[Page 517]]

Supplementary Financial Information are required to be provided. 
Additional or other information should be provided if material to an 
understanding of each partnership proposed to be included in a roll-up 
transaction.
    (b) Provide pro forma financial information (including oil and gas 
reserves and cash flow disclosure, if appropriate), assuming:
    (1) All partnerships participate in the roll-up transaction; and
    (2) Participation in a roll-up transaction of those partnerships 
that on a combined basis have the lowest combined net cash provided by 
operating activities for the last fiscal year of such partnerships, 
provided participation by such partnerships satisfies all conditions to 
consummation of the roll-up transaction. If the combination of all 
partnerships proposed to be included in a roll-up transaction results in 
such lowest combined net cash provided by operating activities, this 
shall be noted and no separate pro forma financial statements are 
required.
    (c) The pro forma financial statements required by paragraph (b) of 
this Item (Sec. 229.914) shall disclose the effect of the roll-up 
transaction on the successor's:
    (1) Balance sheet as of the later of the end of the most recent 
fiscal year or the latest interim period;
    (2) Statement of income (with separate line items to reflect income 
(loss) excluding and including the roll-up expenses and payments), 
earnings per share amounts, and ratio of earnings to fixed charges for 
the most recent fiscal year and the latest interim period;
    (3) Statement of cash flows for the most recent fiscal year and the 
latest interim period; and
    (4) Book value per share as of the later of the end of the most 
recent fiscal year or the latest interim period.

Instructions to Item 914. (1) Notwithstanding the provisions of this 
Item (Sec. 229.914), any or all of the information required by 
paragraphs (b) and (c) of this Item (Sec. 229.914) that is not material 
for the exercise of prudent judgment in regard to the matter to be acted 
upon, may be omitted.
    (2) If the roll-up transaction is structured to permit participation 
by portions of partnerships, consideration should be given to the effect 
of such participation in preparing the pro forma financial statements 
reflecting a partial roll-up.



Sec. 229.915  (Item 915) Federal income tax consequences.

    (a) Provide a brief, clear and understandable summary of the 
material Federal income tax consequences of the roll-up transaction and 
an investment in the successor. Where a tax opinion has been provided, 
briefly summarize the substance of such opinion, including 
identification of the material consequences upon which counsel has not 
been asked, or is unable, to opine. If any of the material Federal 
income tax consequences are not expected to be the same for investors in 
all partnerships, the differences shall be described.
    (b) State whether or not the opinion of counsel is included as an 
appendix to the prospectus. If filed as an exhibit to the registration 
statement and not included as an appendix to the prospectus, include a 
statement to the effect that, upon receipt of a written request by an 
investor or his representative who has been so designated in writing, a 
copy of the opinion of counsel will be transmitted promptly, without 
charge, by the general partner or sponsor. The statement should include 
the name and address of the person to whom investors should make their 
request.



       Subpart 229.1000_Mergers and Acquisitions (Regulation M-A)

    Source: 64 FR 61443, Nov. 10, 1999, unless otherwise noted.



Sec. 229.1000  (Item 1000) Definitions.

    The following definitions apply to the terms used in Regulation M-A 
(Secs. 229.1000 through 229.1016), unless specified otherwise:
    (a) Associate has the same meaning as in Sec. 240.12b-2 of this 
chapter;
    (b) Instruction C means General Instruction C to Schedule 13E-3 
(Sec. 240.13e-100 of this chapter) and General Instruction C to Schedule 
TO (Sec. 240.14d-100 of this chapter);
    (c) Issuer tender offer has the same meaning as in Sec. 240.13e-
4(a)(2) of this chapter;

[[Page 518]]

    (d) Offeror means any person who makes a tender offer or on whose 
behalf a tender offer is made;
    (e) Rule 13e-3 transaction has the same meaning as in Sec. 240.13e-
3(a)(3) of this chapter;
    (f) Subject company means the company or entity whose securities are 
sought to be acquired in the transaction (e.g., the target), or that is 
otherwise the subject of the transaction;
    (g) Subject securities means the securities or class of securities 
that are sought to be acquired in the transaction or that are otherwise 
the subject of the transaction; and
    (h) Third-party tender offer means a tender offer that is not an 
issuer tender offer.



Sec. 229.1001  (Item 1001) Summary term sheet.

    Summary term sheet. Provide security holders with a summary term 
sheet that is written in plain English. The summary term sheet must 
briefly describe in bullet point format the most material terms of the 
proposed transaction. The summary term sheet must provide security 
holders with sufficient information to understand the essential features 
and significance of the proposed transaction. The bullet points must 
cross-reference a more detailed discussion contained in the disclosure 
document that is disseminated to security holders.

Instructions to Item 1001: 1. The summary term sheet must not recite all 
information contained in the disclosure document that will be provided 
to security holders. The summary term sheet is intended to serve as an 
overview of all material matters that are presented in the accompanying 
documents provided to security holders.
    2. The summary term sheet must begin on the first or second page of 
the disclosure document provided to security holders.
    3. Refer to Rule 421(b) and (d) of Regulation C of the Securities 
Act (Sec. 230.421 of this chapter) for a description of plain English 
disclosure.



Sec. 229.1002  (Item 1002) Subject company information.

    (a) Name and address. State the name of the subject company (or the 
issuer in the case of an issuer tender offer), and the address and 
telephone number of its principal executive offices.
    (b) Securities. State the exact title and number of shares 
outstanding of the subject class of equity securities as of the most 
recent practicable date. This may be based upon information in the most 
recently available filing with the Commission by the subject company 
unless the filing person has more current information.
    (c) Trading market and price. Identify the principal market in which 
the subject securities are traded and state the high and low sales 
prices for the subject securities in the principal market (or, if there 
is no principal market, the range of high and low bid quotations and the 
source of the quotations) for each quarter during the past two years. If 
there is no established trading market for the securities (except for 
limited or sporadic quotations), so state.
    (d) Dividends. State the frequency and amount of any dividends paid 
during the past two years with respect to the subject securities. 
Briefly describe any restriction on the subject company's current or 
future ability to pay dividends. If the filing person is not the subject 
company, furnish this information to the extent known after making 
reasonable inquiry.
    (e) Prior public offerings. If the filing person has made an 
underwritten public offering of the subject securities for cash during 
the past three years that was registered under the Securities Act of 
1933 or exempt from registration under Regulation A (Sec. 230.251 
through Sec. 230.263 of this chapter), state the date of the offering, 
the amount of securities offered, the offering price per share (adjusted 
for stock splits, stock dividends, etc. as appropriate) and the 
aggregate proceeds received by the filing person.
    (f) Prior stock purchases. If the filing person purchased any 
subject securities during the past two years, state the amount of the 
securities purchased, the range of prices paid and the average purchase 
price for each quarter during that period. Affiliates need not give 
information for purchases made before becoming an affiliate.

[[Page 519]]



Sec. 229.1003  (Item 1003) Identity and background of filing person.

    (a) Name and address. State the name, business address and business 
telephone number of each filing person. Also state the name and address 
of each person specified in Instruction C to the schedule (except for 
Schedule 14D-9 (Sec. 240.14d-101 of this chapter)). If the filing person 
is an affiliate of the subject company, state the nature of the 
affiliation. If the filing person is the subject company, so state.
    (b) Business and background of entities. If any filing person (other 
than the subject company) or any person specified in Instruction C to 
the schedule is not a natural person, state the person's principal 
business, state or other place of organization, and the information 
required by paragraphs (c)(3) and (c)(4) of this section for each 
person.
    (c) Business and background of natural persons. If any filing person 
or any person specified in Instruction C to the schedule is a natural 
person, provide the following information for each person:
    (1) Current principal occupation or employment and the name, 
principal business and address of any corporation or other organization 
in which the employment or occupation is conducted;
    (2) Material occupations, positions, offices or employment during 
the past five years, giving the starting and ending dates of each and 
the name, principal business and address of any corporation or other 
organization in which the occupation, position, office or employment was 
carried on;
    (3) A statement whether or not the person was convicted in a 
criminal proceeding during the past five years (excluding traffic 
violations or similar misdemeanors). If the person was convicted, 
describe the criminal proceeding, including the dates, nature of 
conviction, name and location of court, and penalty imposed or other 
disposition of the case;
    (4) A statement whether or not the person was a party to any 
judicial or administrative proceeding during the past five years (except 
for matters that were dismissed without sanction or settlement) that 
resulted in a judgment, decree or final order enjoining the person from 
future violations of, or prohibiting activities subject to, federal or 
state securities laws, or a finding of any violation of federal or state 
securities laws. Describe the proceeding, including a summary of the 
terms of the judgment, decree or final order; and
    (5) Country of citizenship.
    (d) Tender offer. Identify the tender offer and the class of 
securities to which the offer relates, the name of the offeror and its 
address (which may be based on the offeror's Schedule TO (Sec. 240.14d-
100 of this chapter) filed with the Commission).

Instruction to Item 1003. If the filing person is making information 
relating to the transaction available on the Internet, state the address 
where the information can be found.



Sec. 229.1004  (Item 1004) Terms of the transaction.

    (a) Material terms. State the material terms of the transaction.
    (1) Tender offers. In the case of a tender offer, the information 
must include:
    (i) The total number and class of securities sought in the offer;
    (ii) The type and amount of consideration offered to security 
holders;
    (iii) The scheduled expiration date;
    (iv) Whether a subsequent offering period will be available, if the 
transaction is a third-party tender offer;
    (v) Whether the offer may be extended, and if so, how it could be 
extended;
    (vi) The dates before and after which security holders may withdraw 
securities tendered in the offer;
    (vii) The procedures for tendering and withdrawing securities;
    (viii) The manner in which securities will be accepted for payment;
    (ix) If the offer is for less than all securities of a class, the 
periods for accepting securities on a pro rata basis and the offeror's 
present intentions in the event that the offer is oversubscribed;
    (x) An explanation of any material differences in the rights of 
security holders as a result of the transaction, if material;
    (xi) A brief statement as to the accounting treatment of the 
transaction, if material; and

[[Page 520]]

    (xii) The federal income tax consequences of the transaction, if 
material.
    (2) Mergers or similar transactions. In the case of a merger or 
similar transaction, the information must include:
    (i) A brief description of the transaction;
    (ii) The consideration offered to security holders;
    (iii) The reasons for engaging in the transaction;
    (iv) The vote required for approval of the transaction;
    (v) An explanation of any material differences in the rights of 
security holders as a result of the transaction, if material;
    (vi) A brief statement as to the accounting treatment of the 
transaction, if material; and
    (vii) The federal income tax consequences of the transaction, if 
material.

Instruction to Item 1004(a): If the consideration offered includes 
securities exempt from registration under the Securities Act of 1933, 
provide a description of the securities that complies with Item 202 of 
Regulation S-K (Sec. 229.202). This description is not required if the 
issuer of the securities meets the requirements of General Instructions 
I.A, I.B.1 or I.B.2, as applicable, or I.C. of Form S-3 (Sec. 239.13 of 
this chapter) and elects to furnish information by incorporation by 
reference; only capital stock is to be issued; and securities of the 
same class are registered under section 12 of the Exchange Act and 
either are listed for trading or admitted to unlisted trading privileges 
on a national securities exchange; or are securities for which bid and 
offer quotations are reported in an automated quotations system operated 
by a national securities association.

    (b) Purchases. State whether any securities are to be purchased from 
any officer, director or affiliate of the subject company and provide 
the details of each transaction.
    (c) Different terms. Describe any term or arrangement in the Rule 
13e-3 transaction that treats any subject security holders differently 
from other subject security holders.
    (d) Appraisal rights. State whether or not dissenting security 
holders are entitled to any appraisal rights. If so, summarize the 
appraisal rights. If there are no appraisal rights available under state 
law for security holders who object to the transaction, briefly outline 
any other rights that may be available to security holders under the 
law.
    (e) Provisions for unaffiliated security holders. Describe any 
provision made by the filing person in connection with the transaction 
to grant unaffiliated security holders access to the corporate files of 
the filing person or to obtain counsel or appraisal services at the 
expense of the filing person. If none, so state.
    (f) Eligibility for listing or trading. If the transaction involves 
the offer of securities of the filing person in exchange for equity 
securities held by unaffiliated security holders of the subject company, 
describe whether or not the filing person will take steps to assure that 
the securities offered are or will be eligible for trading on an 
automated quotations system operated by a national securities 
association.



Sec. 229.1005  (Item 1005) Past contacts, transactions, negotiations
and agreements.

    (a) Transactions. Briefly state the nature and approximate dollar 
amount of any transaction, other than those described in paragraphs (b) 
or (c) of this section, that occurred during the past two years, between 
the filing person (including any person specified in Instruction C of 
the schedule) and;
    (1) The subject company or any of its affiliates that are not 
natural persons if the aggregate value of the transactions is more than 
one percent of the subject company's consolidated revenues for:
    (i) The fiscal year when the transaction occurred; or
    (ii) The past portion of the current fiscal year, if the transaction 
occurred in the current year; and

Instruction to Item 1005(a)(1): The information required by this Item 
may be based on information in the subject company's most recent filing 
with the Commission, unless the filing person has reason to believe the 
information is not accurate.

    (2) Any executive officer, director or affiliate of the subject 
company that is a natural person if the aggregate value of the 
transaction or series of similar transactions with that person exceeds 
$60,000.

[[Page 521]]

    (b) Significant corporate events. Describe any negotiations, 
transactions or material contacts during the past two years between the 
filing person (including subsidiaries of the filing person and any 
person specified in Instruction C of the schedule) and the subject 
company or its affiliates concerning any:
    (1) Merger;
    (2) Consolidation;
    (3) Acquisition;
    (4) Tender offer for or other acquisition of any class of the 
subject company's securities;
    (5) Election of the subject company's directors; or
    (6) Sale or other transfer of a material amount of assets of the 
subject company.
    (c) Negotiations or contacts. Describe any negotiations or material 
contacts concerning the matters referred to in paragraph (b) of this 
section during the past two years between:
    (1) Any affiliates of the subject company; or
    (2) The subject company or any of its affiliates and any person not 
affiliated with the subject company who would have a direct interest in 
such matters.

Instruction to paragraphs (b) and (c) of Item 1005: Identify the person 
who initiated the contacts or negotiations.

    (d) Conflicts of interest. If material, describe any agreement, 
arrangement or understanding and any actual or potential conflict of 
interest between the filing person or its affiliates and:
    (1) The subject company, its executive officers, directors or 
affiliates; or
    (2) The offeror, its executive officers, directors or affiliates.

Instruction to Item 1005(d): If the filing person is the subject 
company, no disclosure called for by this paragraph is required in the 
document disseminated to security holders, so long as substantially the 
same information was filed with the Commission previously and disclosed 
in a proxy statement, report or other communication sent to security 
holders by the subject company in the past year. The document 
disseminated to security holders, however, must refer specifically to 
the discussion in the proxy statement, report or other communication 
that was sent to security holders previously. The information also must 
be filed as an exhibit to the schedule.

    (e) Agreements involving the subject company's securities. Describe 
any agreement, arrangement, or understanding, whether or not legally 
enforceable, between the filing person (including any person specified 
in Instruction C of the schedule) and any other person with respect to 
any securities of the subject company. Name all persons that are a party 
to the agreements, arrangements, or understandings and describe all 
material provisions.

Instructions to Item 1005(e) 1. The information required by this Item 
includes: the transfer or voting of securities, joint ventures, loan or 
option arrangements, puts or calls, guarantees of loans, guarantees 
against loss, or the giving or withholding of proxies, consents or 
authorizations.
    2. Include information for any securities that are pledged or 
otherwise subject to a contingency, the occurrence of which would give 
another person the power to direct the voting or disposition of the 
subject securities. No disclosure, however, is required about standard 
default and similar provisions contained in loan agreements.



Sec. 229.1006  (Item 1006) Purposes of the transaction and plans or
proposals.

    (a) Purposes. State the purposes of the transaction.
    (b) Use of securities acquired. Indicate whether the securities 
acquired in the transaction will be retained, retired, held in treasury, 
or otherwise disposed of.
    (c) Plans. Describe any plans, proposals or negotiations that relate 
to or would result in:
    (1) Any extraordinary transaction, such as a merger, reorganization 
or liquidation, involving the subject company or any of its 
subsidiaries;
    (2) Any purchase, sale or transfer of a material amount of assets of 
the subject company or any of its subsidiaries;
    (3) Any material change in the present dividend rate or policy, or 
indebtedness or capitalization of the subject company;
    (4) Any change in the present board of directors or management of 
the subject company, including, but not limited to, any plans or 
proposals to change the number or the term of directors or to fill any 
existing vacancies on the board or to change any material term of the 
employment contract of any executive officer;

[[Page 522]]

    (5) Any other material change in the subject company's corporate 
structure or business, including, if the subject company is a registered 
closed-end investment company, any plans or proposals to make any 
changes in its investment policy for which a vote would be required by 
Section 13 of the Investment Company Act of 1940 (15 U.S.C. 80a-13);
    (6) Any class of equity securities of the subject company to be 
delisted from a national securities exchange or cease to be authorized 
to be quoted in an automated quotations system operated by a national 
securities association;
    (7) Any class of equity securities of the subject company becoming 
eligible for termination of registration under section 12(g)(4) of the 
Act (15 U.S.C. 78l);
    (8) The suspension of the subject company's obligation to file 
reports under Section 15(d) of the Act (15 U.S.C. 78o);
    (9) The acquisition by any person of additional securities of the 
subject company, or the disposition of securities of the subject 
company; or (10) Any changes in the subject company's charter, bylaws or 
other governing instruments or other actions that could impede the 
acquisition of control of the subject company.
    (d) Subject company negotiations. If the filing person is the 
subject company:
    (1) State whether or not that person is undertaking or engaged in 
any negotiations in response to the tender offer that relate to:
    (i) A tender offer or other acquisition of the subject company's 
securities by the filing person, any of its subsidiaries, or any other 
person; or
    (ii) Any of the matters referred to in paragraphs (c)(1) through 
(c)(3) of this section; and
    (2) Describe any transaction, board resolution, agreement in 
principle, or signed contract that is entered into in response to the 
tender offer that relates to one or more of the matters referred to in 
paragraph (d)(1) of this section.

Instruction to Item 1006(d)(1): If an agreement in principle has not 
been reached at the time of filing, no disclosure under paragraph (d)(1) 
of this section is required of the possible terms of or the parties to 
the transaction if in the opinion of the board of directors of the 
subject company disclosure would jeopardize continuation of the 
negotiations. In that case, disclosure indicating that negotiations are 
being undertaken or are underway and are in the preliminary stages is 
sufficient.



Sec. 229.1007  (Item 1007) Source and amount of funds or other 
consideration.

    (a) Source of funds. State the specific sources and total amount of 
funds or other consideration to be used in the transaction. If the 
transaction involves a tender offer, disclose the amount of funds or 
other consideration required to purchase the maximum amount of 
securities sought in the offer.
    (b) Conditions. State any material conditions to the financing 
discussed in response to paragraph (a) of this section. Disclose any 
alternative financing arrangements or alternative financing plans in the 
event the primary financing plans fall through. If none, so state.
    (c) Expenses. Furnish a reasonably itemized statement of all 
expenses incurred or estimated to be incurred in connection with the 
transaction including, but not limited to, filing, legal, accounting and 
appraisal fees, solicitation expenses and printing costs and state 
whether or not the subject company has paid or will be responsible for 
paying any or all expenses.
    (d) Borrowed funds. If all or any part of the funds or other 
consideration required is, or is expected, to be borrowed, directly or 
indirectly, for the purpose of the transaction:
    (1) Provide a summary of each loan agreement or arrangement 
containing the identity of the parties, the term, the collateral, the 
stated and effective interest rates, and any other material terms or 
conditions of the loan; and
    (2) Briefly describe any plans or arrangements to finance or repay 
the loan, or, if no plans or arrangements have been made, so state.

Instruction to Item 1007(d): If the transaction is a third-party tender 
offer and the source of all or any part of the funds used in the 
transaction is to come from a loan made in the ordinary course of 
business by a bank as defined by section 3(a)(6) of the Act (15 U.S.C. 
78c), the name of the bank will not be

[[Page 523]]

made available to the public if the filing person so requests in writing 
and files the request, naming the bank, with the Secretary of the 
Commission.



Sec. 229.1008  (Item 1008) Interest in securities of the subject company.

    (a) Securities ownership. State the aggregate number and percentage 
of subject securities that are beneficially owned by each person named 
in response to Item 1003 of Regulation M-A (Sec. 229.1003) and by each 
associate and majority-owned subsidiary of those persons. Give the name 
and address of any associate or subsidiary.

Instructions to Item 1008(a). 1. For purposes of this section, 
beneficial ownership is determined in accordance with Rule 13d-3 
(Sec. 240.13d-3 of this chapter) under the Exchange Act. Identify the 
shares that the person has a right to acquire.
    2. The information required by this section may be based on the 
number of outstanding securities disclosed in the subject company's most 
recently available filing with the Commission, unless the filing person 
has more current information.
    3. The information required by this section with respect to 
officers, directors and associates of the subject company must be given 
to the extent known after making reasonable inquiry.

    (b) Securities transactions. Describe any transaction in the subject 
securities during the past 60 days. The description of transactions 
required must include, but not necessarily be limited to:
    (1) The identity of the persons specified in the Instruction to this 
section who effected the transaction;
    (2) The date of the transaction;
    (3) The amount of securities involved;
    (4) The price per share; and
    (5) Where and how the transaction was effected.

Instructions to Item 1008(b). 1. Provide the required transaction 
information for the following persons:
    (a) The filing person (for all schedules);
    (b) Any person named in Instruction C of the schedule and any 
associate or majority-owned subsidiary of the issuer or filing person 
(for all schedules except Schedule 14D-9 (Sec. 240.14d-101 of this 
chapter));
    (c) Any executive officer, director, affiliate or subsidiary of the 
filing person (for Schedule 14D-9 (Sec. 240.14d-101 of this chapter);
    (d) The issuer and any executive officer or director of any 
subsidiary of the issuer or filing person (for an issuer tender offer on 
Schedule TO (Sec. 240.14d-100 of this chapter)); and
    (e) The issuer and any pension, profit-sharing or similar plan of 
the issuer or affiliate filing the schedule (for a going-private 
transaction on Schedule 13E-3 (Sec. 240.13e-100 of this chapter)).
    2. Provide the information required by this Item if it is available 
to the filing person at the time the statement is initially filed with 
the Commission. If the information is not initially available, it must 
be obtained and filed with the Commission promptly, but in no event 
later than three business days after the date of the initial filing, and 
if material, disclosed in a manner reasonably designed to inform 
security holders. The procedure specified by this instruction is 
provided to maintain the confidentiality of information in order to 
avoid possible misuse of inside information.



Sec. 229.1009  (Item 1009) Persons/assets, retained, employed,
compensated or used.

    (a) Solicitations or recommendations. Identify all persons and 
classes of persons that are directly or indirectly employed, retained, 
or to be compensated to make solicitations or recommendations in 
connection with the transaction. Provide a summary of all material terms 
of employment, retainer or other arrangement for compensation.
    (b) Employees and corporate assets. Identify any officer, class of 
employees or corporate assets of the subject company that has been or 
will be employed or used by the filing person in connection with the 
transaction. Describe the purpose for their employment or use.

Instruction to Item 1009(b): Provide all information required by this 
Item except for the information required by paragraph (a) of this 
section and Item 1007 of Regulation M-A (Sec. 229.1007).



Sec. 229.1010  (Item 1010) Financial statements.

    (a) Financial information. Furnish the following financial 
information:
    (1) Audited financial statements for the two fiscal years required 
to be filed with the company's most recent annual report under sections 
13 and 15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o);
    (2) Unaudited balance sheets, comparative year-to-date income 
statements and related earnings per share data, statements of cash 
flows, and comprehensive income required to be

[[Page 524]]

included in the company's most recent quarterly report filed under the 
Exchange Act;
    (3) Ratio of earnings to fixed charges, computed in a manner 
consistent with Item 503(d) of Regulation S-K (Sec. 229.503(d)), for the 
two most recent fiscal years and the interim periods provided under 
paragraph (a)(2) of this section; and
    (4) Book value per share as of the date of the most recent balance 
sheet presented.
    (b) Pro forma information. If material, furnish pro forma 
information disclosing the effect of the transaction on:
    (1) The company's balance sheet as of the date of the most recent 
balance sheet presented under paragraph (a) of this section;
    (2) The company's statement of income, earnings per share, and ratio 
of earnings to fixed charges for the most recent fiscal year and the 
latest interim period provided under paragraph (a)(2) of this section; 
and
    (3) The company's book value per share as of the date of the most 
recent balance sheet presented under paragraph (a) of this section.
    (c) Summary information. Furnish a fair and adequate summary of the 
information specified in paragraphs (a) and (b) of this section for the 
same periods specified. A fair and adequate summary includes:
    (1) The summarized financial information specified in Sec. 210.1-
02(bb)(1) of this chapter;
    (2) Income per common share from continuing operations (basic and 
diluted, if applicable);
    (3) Net income per common share (basic and diluted, if applicable);
    (4) Ratio of earnings to fixed charges, computed in a manner 
consistent with Item 503(d) of Regulation S-K (Sec. 229.503(d));
    (5) Book value per share as of the date of the most recent balance 
sheet; and
    (6) If material, pro forma data for the summarized financial 
information specified in paragraphs (c)(1) through (c)(5) of this 
section disclosing the effect of the transaction.



Sec. 229.1011  (Item 1011) Additional information.

    (a) Agreements, regulatory requirements and legal proceedings. If 
material to a security holder's decision whether to sell, tender or hold 
the securities sought in the tender offer, furnish the following 
information:
    (1) Any present or proposed material agreement, arrangement, 
understanding or relationship between the offeror or any of its 
executive officers, directors, controlling persons or subsidiaries and 
the subject company or any of its executive officers, directors, 
controlling persons or subsidiaries (other than any agreement, 
arrangement or understanding disclosed under any other sections of 
Regulation M-A (Secs. 229.1000 through 229.1016));

Instruction to paragraph (a)(1): In an issuer tender offer disclose any 
material agreement, arrangement, understanding or relationship between 
the offeror and any of its executive officers, directors, controlling 
persons or subsidiaries.

    (2) To the extent known by the offeror after reasonable 
investigation, the applicable regulatory requirements which must be 
complied with or approvals which must be obtained in connection with the 
tender offer;
    (3) The applicability of any anti-trust laws;
    (4) The applicability of margin requirements under section 7 of the 
Act (15 U.S.C. 78g) and the applicable regulations; and
    (5) Any material pending legal proceedings relating to the tender 
offer, including the name and location of the court or agency in which 
the proceedings are pending, the date instituted, the principal parties, 
and a brief summary of the proceedings and the relief sought.

Instruction to Item 1011(a)(5): A copy of any document relating to a 
major development (such as pleadings, an answer, complaint, temporary 
restraining order, injunction, opinion, judgment or order) in a material 
pending legal proceeding must be furnished promptly to the Commission 
staff on a supplemental basis.

    (b) Furnish the information required by Item 402(t)(2) and (3) of 
this part (Sec. 229.402(t)(2) and (3)) and in the tabular format set 
forth in Item 402(t)(1)

[[Page 525]]

of this part (Sec. 229.402(t)(1)) with respect to each named executive 
officer
    (1) Of the subject company in a Rule 13e-3 transaction; or
    (2) Of the issuer whose securities are the subject of a third-party 
tender offer, regarding any agreement or understanding, whether written 
or unwritten, between such named executive officer and the subject 
company, issuer, bidder, or the acquiring company, as applicable, 
concerning any type of compensation, whether present, deferred or 
contingent, that is based upon or otherwise relates to the Rule 13e-3 
transaction or third-party tender offer.

Instructions to Item 1011(b).
    1. The obligation to provide the information in paragraph (b) of 
this section shall not apply where the issuer whose securities are the 
subject of the Rule 13e-3 transaction or tender offer is a foreign 
private issuer, as defined in Sec. 240.3b-4 of this chapter, or an 
emerging growth company, as defined in Rule 405 of the Securities Act 
(Sec. 230.405 of this chapter) or Rule 12b-2 of the Exchange Act 
(Sec. 240.12b-2 of this chapter).
    2. For purposes of Instruction 1 to Item 402(t)(2) of this part: If 
the disclosure is included in a Schedule 13E-3 (Sec. 240.13e-100 of this 
chapter) or Schedule 14D-9 (Sec. 240.14d-101 of this chapter), the 
disclosure provided by this table shall be quantified assuming that the 
triggering event took place on the latest practicable date and that the 
price per share of the securities of the subject company in a Rule 13e-3 
transaction, or of the issuer whose securities are the subject of the 
third-party tender offer, shall be determined as follows: If the 
shareholders are to receive a fixed dollar amount, the price per share 
shall be that fixed dollar amount, and if such value is not a fixed 
dollar amount, the price per share shall be the average closing market 
price of such securities over the first five business days following the 
first public announcement of the transaction. Compute the dollar value 
of in-the-money option awards for which vesting would be accelerated by 
determining the difference between this price and the exercise or base 
price of the options. Include only compensation that is based on or 
otherwise relates to the subject transaction. Apply Instruction 1 to 
Item 402(t) with respect to those executive officers for whom disclosure 
was required in the most recent filing by the subject company in a Rule 
13e-3 transaction or by the issuer whose securities are the subject of a 
third-party tender offer, with the Commission under the Securities Act 
(15 U.S.C. 77a et seq.) or Exchange Act (15 U.S.C. 78a et seq.) that 
required disclosure pursuant to Item 402(c).

    (c) Other material information. Furnish such additional material 
information, if any, as may be necessary to make the required 
statements, in light of the circumstances under which they are made, not 
materially misleading.

[64 FR 61443, Nov. 10, 1999, as amended at 76 FR 6044, Feb. 2, 2011; 82 
FR 17553, Apr. 12, 2017]



Sec. 229.1012  (Item 1012) The solicitation or recommendation.

    (a) Solicitation or recommendation. State the nature of the 
solicitation or the recommendation. If this statement relates to a 
recommendation, state whether the filing person is advising holders of 
the subject securities to accept or reject the tender offer or to take 
other action with respect to the tender offer and, if so, describe the 
other action recommended. If the filing person is the subject company 
and is not making a recommendation, state whether the subject company is 
expressing no opinion and is remaining neutral toward the tender offer 
or is unable to take a position with respect to the tender offer.
    (b) Reasons. State the reasons for the position (including the 
inability to take a position) stated in paragraph (a) of this section. 
Conclusory statements such as ``The tender offer is in the best 
interests of shareholders'' are not considered sufficient disclosure.
    (c) Intent to tender. To the extent known by the filing person after 
making reasonable inquiry, state whether the filing person or any 
executive officer, director, affiliate or subsidiary of the filing 
person currently intends to tender, sell or hold the subject securities 
that are held of record or beneficially owned by that person.
    (d) Intent to tender or vote in a going-private transaction. To the 
extent known by the filing person after making reasonable inquiry, state 
whether or not any executive officer, director or affiliate of the 
issuer (or any person specified in Instruction C to the schedule) 
currently intends to tender or sell subject securities owned or held by 
that person and/or how each person currently intends to vote subject 
securities, including any securities the person has proxy authority for. 
State the reasons for the intended action.


[[Page 526]]


Instruction to Item 1012(d): Provide the information required by this 
section if it is available to the filing person at the time the 
statement is initially filed with the Commission. If the information is 
not available, it must be filed with the Commission promptly, but in no 
event later than three business days after the date of the initial 
filing, and if material, disclosed in a manner reasonably designed to 
inform security holders.

    (e) Recommendations of others. To the extent known by the filing 
person after making reasonable inquiry, state whether or not any person 
specified in paragraph (d) of this section has made a recommendation 
either in support of or opposed to the transaction and the reasons for 
the recommendation.



Sec. 229.1013  (Item 1013) Purposes, alternatives, reasons and effects
in a going-private transaction.

    (a) Purposes. State the purposes for the Rule 13e-3 transaction.
    (b) Alternatives. If the subject company or affiliate considered 
alternative means to accomplish the stated purposes, briefly describe 
the alternatives and state the reasons for their rejection.
    (c) Reasons. State the reasons for the structure of the Rule 13e-3 
transaction and for undertaking the transaction at this time.
    (d) Effects. Describe the effects of the Rule 13e-3 transaction on 
the subject company, its affiliates and unaffiliated security holders, 
including the federal tax consequences of the transaction.

Instructions to Item 1013: 1. Conclusory statements will not be 
considered sufficient disclosure in response to this section.
    2. The description required by paragraph (d) of this section must 
include a reasonably detailed discussion of both the benefits and 
detriments of the Rule 13e-3 transaction to the subject company, its 
affiliates and unaffiliated security holders. The benefits and 
detriments of the Rule 13e-3 transaction must be quantified to the 
extent practicable.
    3. If this statement is filed by an affiliate of the subject 
company, the description required by paragraph (d) of this section must 
include, but not be limited to, the effect of the Rule 13e-3 transaction 
on the affiliate's interest in the net book value and net earnings of 
the subject company in terms of both dollar amounts and percentages.



Sec. 229.1014  (Item 1014) Fairness of the going-private transaction.

    (a) Fairness. State whether the subject company or affiliate filing 
the statement reasonably believes that the Rule 13e-3 transaction is 
fair or unfair to unaffiliated security holders. If any director 
dissented to or abstained from voting on the Rule 13e-3 transaction, 
identify the director, and indicate, if known, after making reasonable 
inquiry, the reasons for the dissent or abstention.
    (b) Factors considered in determining fairness. Discuss in 
reasonable detail the material factors upon which the belief stated in 
paragraph (a) of this section is based and, to the extent practicable, 
the weight assigned to each factor. The discussion must include an 
analysis of the extent, if any, to which the filing person's beliefs are 
based on the factors described in Instruction 2 of this section, 
paragraphs (c), (d) and (e) of this section and Item 1015 of Regulation 
M-A (Sec. 229.1015).
    (c) Approval of security holders. State whether or not the 
transaction is structured so that approval of at least a majority of 
unaffiliated security holders is required.
    (d) Unaffiliated representative. State whether or not a majority of 
directors who are not employees of the subject company has retained an 
unaffiliated representative to act solely on behalf of unaffiliated 
security holders for purposes of negotiating the terms of the Rule 13e-3 
transaction and/or preparing a report concerning the fairness of the 
transaction.
    (e) Approval of directors. State whether or not the Rule 13e-3 
transaction was approved by a majority of the directors of the subject 
company who are not employees of the subject company.
    (f) Other offers. If any offer of the type described in paragraph 
(viii) of Instruction 2 to this section has been received, describe the 
offer and state the reasons for its rejection.

Instructions to Item 1014: 1. A statement that the issuer or affiliate 
has no reasonable belief as to the fairness of the Rule 13e-3 
transaction to unaffiliated security holders will not be considered 
sufficient disclosure in response to paragraph (a) of this section.

[[Page 527]]

    2. The factors that are important in determining the fairness of a 
transaction to unaffiliated security holders and the weight, if any, 
that should be given to them in a particular context will vary. Normally 
such factors will include, among others, those referred to in paragraphs 
(c), (d) and (e) of this section and whether the consideration offered 
to unaffiliated security holders constitutes fair value in relation to:
    (i) Current market prices;
    (ii) Historical market prices;
    (iii) Net book value;
    (iv) Going concern value;
    (v) Liquidation value;
    (vi) Purchase prices paid in previous purchases disclosed in 
response to Item 1002(f) of Regulation M-A (Sec. 229.1002(f));
    (vii) Any report, opinion, or appraisal described in Item 1015 of 
Regulation M-A (Sec. 229.1015); and
    (viii) Firm offers of which the subject company or affiliate is 
aware made by any unaffiliated person, other than the filing persons, 
during the past two years for:
    (A) The merger or consolidation of the subject company with or into 
another company, or vice versa;
    (B) The sale or other transfer of all or any substantial part of the 
assets of the subject company; or
    (C) A purchase of the subject company's securities that would enable 
the holder to exercise control of the subject company.
    3. Conclusory statements, such as ``The Rule 13e-3 transaction is 
fair to unaffiliated security holders in relation to net book value, 
going concern value and future prospects of the issuer'' will not be 
considered sufficient disclosure in response to paragraph (b) of this 
section.



Sec. 229.1015  (Item 1015) Reports, opinions, appraisals and 
negotiations.

    (a) Report, opinion or appraisal. State whether or not the subject 
company or affiliate has received any report, opinion (other than an 
opinion of counsel) or appraisal from an outside party that is 
materially related to the Rule 13e-3 transaction, including, but not 
limited to: Any report, opinion or appraisal relating to the 
consideration or the fairness of the consideration to be offered to 
security holders or the fairness of the transaction to the issuer or 
affiliate or to security holders who are not affiliates.
    (b) Preparer and summary of the report, opinion or appraisal. For 
each report, opinion or appraisal described in response to paragraph (a) 
of this section or any negotiation or report described in response to 
Item 1014(d) of Regulation M-A (Sec. 229.1014) or Item 14(b)(6) of 
Schedule 14A (Sec. 240.14a-101 of this chapter) concerning the terms of 
the transaction:
    (1) Identify the outside party and/or unaffiliated representative;
    (2) Briefly describe the qualifications of the outside party and/or 
unaffiliated representative;
    (3) Describe the method of selection of the outside party and/or 
unaffiliated representative;
    (4) Describe any material relationship that existed during the past 
two years or is mutually understood to be contemplated and any 
compensation received or to be received as a result of the relationship 
between:
    (i) The outside party, its affiliates, and/or unaffiliated 
representative; and
    (ii) The subject company or its affiliates;
    (5) If the report, opinion or appraisal relates to the fairness of 
the consideration, state whether the subject company or affiliate 
determined the amount of consideration to be paid or whether the outside 
party recommended the amount of consideration to be paid; and
    (6) Furnish a summary concerning the negotiation, report, opinion or 
appraisal. The summary must include, but need not be limited to, the 
procedures followed; the findings and recommendations; the bases for and 
methods of arriving at such findings and recommendations; instructions 
received from the subject company or affiliate; and any limitation 
imposed by the subject company or affiliate on the scope of the 
investigation.

Instruction to Item 1015(b): The information called for by paragraphs 
(b)(1), (2) and (3) of this section must be given with respect to the 
firm that provides the report, opinion or appraisal rather than the 
employees of the firm that prepared the report.

    (c) Availability of documents. Furnish a statement to the effect 
that the report, opinion or appraisal will be made available for 
inspection and copying at the principal executive offices of the subject 
company or affiliate during its regular business hours by any interested 
equity security holder of the subject company or representative who has 
been so designated in writing. This statement also may provide that a

[[Page 528]]

copy of the report, opinion or appraisal will be transmitted by the 
subject company or affiliate to any interested equity security holder of 
the subject company or representative who has been so designated in 
writing upon written request and at the expense of the requesting 
security holder.



Sec. 229.1016  (Item 1016) Exhibits.

    File as an exhibit to the schedule:
    (a) Any disclosure materials furnished to security holders by or on 
behalf of the filing person, including:
    (1) Tender offer materials (including transmittal letter);
    (2) Solicitation or recommendation (including those referred to in 
Item 1012 of Regulation M-A (Sec. 229.1012));
    (3) Going-private disclosure document;
    (4) Prospectus used in connection with an exchange offer where 
securities are registered under the Securities Act of 1933; and
    (5) Any other disclosure materials;
    (b) Any loan agreement referred to in response to Item 1007(d) of 
Regulation M-A (Sec. 229.1007(d));

Instruction to Item 1016(b): If the filing relates to a third-party 
tender offer and a request is made under Item 1007(d) of Regulation M-A 
(Sec. 229.1007(d)), the identity of the bank providing financing may be 
omitted from the loan agreement filed as an exhibit.

    (c) Any report, opinion or appraisal referred to in response to Item 
1014(d) or Item 1015 of Regulation M-A (Sec. 229.1014(d) or 
Sec. 229.1015);
    (d) Any document setting forth the terms of any agreement, 
arrangement, understanding or relationship referred to in response to 
Item 1005(e) or Item 1011(a)(1) of Regulation M-A (Sec. 229.1005(e) or 
Sec. 229.1011(a)(1));
    (e) Any agreement, arrangement or understanding referred to in 
response to Sec. 229.1005(d), or the pertinent portions of any proxy 
statement, report or other communication containing the disclosure 
required by Item 1005(d) of Regulation M-A (Sec. 229.1005(d));
    (f) A detailed statement describing security holders' appraisal 
rights and the procedures for exercising those appraisal rights referred 
to in response to Item 1004(d) of Regulation M-A (Sec. 229.1004(d));
    (g) Any written instruction, form or other material that is 
furnished to persons making an oral solicitation or recommendation by or 
on behalf of the filing person for their use directly or indirectly in 
connection with the transaction; and
    (h) Any written opinion prepared by legal counsel at the filing 
person's request and communicated to the filing person pertaining to the 
tax consequences of the transaction.

              Exhibit Table to Item 1016 of Regulation M-A
------------------------------------------------------------------------
                                    13E-3          TO           14D-9
------------------------------------------------------------------------
Disclosure Material...........            X             X             X
Loan Agreement................            X             X   ............
Report, Opinion or Appraisal..            X
Contracts, Arrangements or                X             X             X
 Understandings...............
Statement re: Appraisal Rights            X
Oral Solicitation Materials...            X             X             X
Tax Opinion                     ............            X   ............
------------------------------------------------------------------------



        Subpart 229.1100_Asset-Backed Securities (Regulation AB)

    Source: 70 FR 1597, Jan. 7, 2005, unless otherwise noted.



Sec. 229.1100  (Item 1100) General.

    (a) Application of Regulation AB. Regulation AB (Secs. 229.1100 
through 229.1125) is the source of various disclosure items and 
requirements for ``asset-backed securities'' filings under the 
Securities Act of 1933 (15 U.S.C. 77a et seq.) (the ``Securities Act'') 
and the Securities Exchange Act of 1934 (the ``Exchange Act'') (15 
U.S.C. 78a et seq.). Unless otherwise specified, definitions to be used 
in this Regulation AB, including the definition of ``asset-backed 
security,'' are set forth in Item 1101.
    (b) Presentation of historical delinquency and loss information. 
Several Items in Regulation AB call for the

[[Page 529]]

presentation of historical information and data on delinquencies and 
loss information. In providing such information:
    (1) Present delinquency experience in 30 or 31 day increments, as 
applicable, beginning at least with assets that are 30 or 31 days 
delinquent, as applicable, through the point that assets are written off 
or charged off as uncollectible. At a minimum, present such information 
by number of accounts and dollar amount. Present statistical information 
in a tabular or graphical format, if such presentation will aid 
understanding.
    (2) Disclose the total amount of delinquent assets as a percentage 
of the aggregate asset pool.
    (3) Present loss and cumulative loss information, as applicable, 
regarding charge-offs, charge-off rate, gross losses, recoveries and net 
losses (with a description of how these terms are defined), the number 
and amount of assets experiencing a loss and the number and amount of 
assets with a recovery, the ratio of aggregate net losses to average 
portfolio balance and the average of net loss on all assets that have 
experienced a net loss.
    (4) Categorize all delinquency and loss information by pool asset 
type.
    (5) In a registration statement under the Securities Act or the 
Exchange Act or in a prospectus to be filed pursuant to Sec. 230.424, 
describe how delinquencies, charge-offs and uncollectible accounts are 
defined or determined, addressing the effect of any grace period, re-
aging, restructure, partial payments considered current or other 
practices on delinquency and loss experience.
    (6) Describe any other material information regarding delinquencies 
and losses particular to the pool asset type(s), such as repossession 
information, foreclosure information and real estate owned (REO) or 
similar information.
    (c) Presentation of certain third party information. If information 
of a third party is required in a filing by Item 1112(b) of this 
Regulation AB (Information regarding significant obligors) 
(Sec. 229.1112(b)), Items 1114(b)(2) or 1115(b) of this Regulation AB 
(Information regarding significant provider of enhancement or other 
support) (Sec. 229.1114(b)(2) or (Sec. 229.1115(b)), or Item 1125 of 
this Regulation AB (Asset-level information) (Sec. 229.1125) such 
information, in lieu of including such information, may be provided as 
follows:
    (1) Incorporation by reference. If the following conditions are met, 
you may incorporate by reference (by means of a statement to that 
effect) the reports filed by the third party (or the entity that 
consolidates the third party) pursuant to section 13(a) or 15(d) of the 
Exchange Act (15 U.S.C. 78m(a) or 78o(d)):
    (i) Such third party or the entity that consolidates the third party 
is required to file reports with the Commission pursuant to section 
13(a) or 15(d) of the Exchange Act.
    (ii) Such third party or the entity that consolidates the third 
party has filed all reports and other materials required to be filed by 
such requirements during the preceding 12 months (or such shorter period 
that such party was required to file such reports and materials).
    (iii) The reports filed by such third party, or entity that 
consolidates the third party, include (or properly incorporate by 
reference) the financial statements of such third party.
    (iv) If incorporated by reference into a prospectus or registration 
statement, the prospectus also states that all documents subsequently 
filed by such third party, or the entity that consolidates the third 
party, pursuant to section 13(a) or 15(d) of the Exchange Act prior to 
the termination of the offering also shall be deemed to be incorporated 
by reference into the prospectus.

Instructions to Item 1100(c)(1): 1. In addition to the conditions in 
paragraph (c)(1) of this section, any information incorporated by 
reference must comply with all applicable Commission rules pertaining to 
incorporation by reference, such as Item 10(d) of Regulation S-K 
(Sec. 229.10(d)), Rule 303 of Regulation S-T (Sec. 232.303 of this 
chapter), Rule 411 of Regulation C (Sec. 230.411 of this chapter), and 
Rules 12b-23 and 12b-32 under the Exchange Act (Secs. 240.12b-23 and 
240.12b-32 of this chapter).
    2. In addition, any applicable requirements under the Securities Act 
or the rules and regulations of the Commission regarding the filing of a 
written consent for the use of incorporated material apply to the 
material incorporated by reference. See, for example, Sec. 230.439 of 
this chapter.

[[Page 530]]

    3. Any undertakings set forth in Item 512 of Regulation S-K 
(Sec. 229.512) apply to any material incorporated by reference in a 
registration statement or prospectus.
    4. If neither the third party nor any of its affiliates has had a 
direct or indirect agreement, arrangement, relationship or 
understanding, written or otherwise, relating to the ABS transaction, 
and neither the third party nor any of its affiliates is an affiliate of 
the sponsor, depositor, issuing entity or underwriter of the ABS 
transaction, then paragraph (c)(1)(ii) of this section is qualified by 
the knowledge of the registrant.
    5. If you are relying on paragraph (c)(1) of this section to provide 
information required by Item 1112 of this Regulation AB regarding a 
significant obligor that is an asset-backed issuer and the pool assets 
relating to such significant obligor are asset-backed securities, then 
for purposes of paragraph (c)(1)(iii) of this section, the term 
``financial statements'' means the information required by Instruction 3 
of Item 1112 of this Regulation AB. Such information required by 
Instruction 3.a. of Item 1112 of this Regulation AB may be incorporated 
by reference from a prospectus that contains such information and is 
included in an effective Securities Act registration statement or filed 
pursuant to Sec. 230.424 of this chapter.
    (2) Reference information for significant obligors. If the third 
party information relates to a significant obligor and the following 
conditions are met, you may include a reference to the third party's 
periodic reports (or the third party's parent with respect to paragraph 
(c)(2)(ii)(C) of this section) under section 13(a) or 15(d) of the 
Exchange Act (15 U.S.C. 78m(a) or 78o(d)) that are on file with the 
Commission (or otherwise publicly available with respect to paragraph 
(c)(2)(ii)(F) of this section), along with a statement of how those 
reports may be accessed, including the third party's name and Commission 
file number, if applicable (See, e.g., Item 1118 of this Regulation AB):
    (i) Neither the third party nor any of its affiliates has had a 
direct or indirect agreement, arrangement, relationship or 
understanding, written or otherwise, relating to the asset-backed 
securities transaction, and neither the third party nor any of its 
affiliates is an affiliate of the sponsor, depositor, issuing entity or 
underwriter of the asset-backed securities transaction.
    (ii) To the knowledge of the registrant, any of the following is 
true:
    (A) The third party is eligible to use Form S-3 or F-3 (Sec. 239.13 
or 239.33 of this chapter) for a primary offering of non-investment 
grade securities pursuant to General Instruction I.B.1 of such forms.
    (B) The third party meets the requirements of General Instruction 
I.A. of Form S-3 or General Instructions 1.A.1, 2, 3, 4 and 6 of Form F-
3 and the pool assets relating to such third party are non-convertible 
investment grade securities, as described in General Instruction 1.B.2 
of Form S-3 or Form F-3.
    (C) If the third party does not meet the conditions of paragraph 
(c)(2)(ii)(A) or (c)(2)(ii)(B) of this section and the pool assets 
relating to the third party are fully and unconditionally guaranteed by 
a direct or indirect parent of the third party, General Instruction 
I.C.3 of Form S-3 or General Instruction I.A.5(iii) of Form F-3 is met 
with respect to the pool assets relating to such third party and the 
requirements of Rule 3-10 of Regulation S-X (Sec. 210.3-10 of this 
chapter) are satisfied regarding the information in the reports to be 
referenced.
    (D) If the pool assets relating to the third party are guaranteed by 
a wholly owned subsidiary of the third party and the subsidiary does not 
meet the conditions of paragraph (c)(2)(ii)(A) or (c)(2)(ii)(B) of this 
section, the criteria in either paragraph (c)(2)(ii)(A) or paragraph 
(c)(2)(ii)(B) of this section are met with respect to the third party 
and the requirements of Rule 3-10 of Regulation S-X (Sec. 210.3-10 of 
this chapter) are satisfied regarding the information in the reports to 
be referenced.
    (E) The pool assets relating to such third party are asset-backed 
securities and the third party is filing reports pursuant to section 12 
or 15(d) of the Exchange Act (15 U.S.C. 78l or 78o(d)) and has filed all 
the material that would be required to be filed pursuant to section 13, 
14 or 15(d) of the Exchange Act (15 U.S.C. 78m, 78n or 78o(d)) for a 
period of at least twelve calendar months and any portion of a month 
immediately preceding the filing referencing the third party's reports 
(or such shorter period that such third party was required to file such 
materials).

[[Page 531]]

    (F) The third party is a U.S. government-sponsored enterprise, has 
outstanding securities held by non-affiliates with an aggregate market 
value of $75 million or more, and makes information publicly available 
on an annual and quarterly basis, including audited financial statements 
prepared in accordance with generally accepted accounting principles 
covering the same periods that would be required for audited financial 
statements under Regulation S-X (Secs. 210.1-01 through 210.12-29 of 
this chapter) and non-financial information consistent with that 
required by Regulation S-K (Secs. 229.10 through 229.1123).

Instruction to Item 1100(c)(2): If you are relying on paragraph 
(c)(2)(ii)(E) of this section because the pool assets relating to such 
third party are asset-backed securities, then for purposes of a 
registration statement under the Securities Act or the Exchange Act or a 
prospectus to be filed pursuant to Sec. 230.424 for your securities, you 
also must include a reference (including Commission reporting number and 
filing date) to the prospectus for the third party asset-backed 
securities that:
    (a) Is either included in an effective Securities Act registration 
statement or filed pursuant to Sec. 230.424 of this chapter; and
    (b) Contains the information required by Instruction 3.a. of Item 
1112 of this Regulation AB.

    (d) Other participants to the transaction and pool assets 
representing interests in certain other asset pools. (1) If the asset-
backed securities transaction involves additional or intermediate 
parties not specifically identified in this Regulation AB, the 
disclosure required by this Regulation AB includes information to the 
extent material regarding any such party and its role, function and 
experience in relation to the asset-backed securities and the asset 
pool. Describe the material terms of any agreement with such party 
regarding the transaction, and file such agreement as an exhibit.
    (2) If the asset pool backing the asset-backed securities includes 
one or more pool assets representing an interest in or the right to the 
payments or cash flows of another asset pool, then for purposes of this 
Regulation AB and Secs. 240.13a-18 and 240.15d-18 of this chapter, 
references to the asset pool and the pool assets of the issuing entity 
also include the other asset pool and its pool assets if the following 
conditions are met:
    (i) Both the issuing entity for the asset-backed securities and the 
entity issuing the pool asset to be included in the issuing entity's 
asset pool were established under the direction of the same sponsor or 
depositor.
    (ii) The pool asset was created solely to satisfy legal requirements 
or otherwise facilitate the structuring of the asset-backed securities 
transaction.

Instruction to Item 1100(d)(2). Reference to the underlying asset pool 
includes, without limitation, compliance with applicable servicing 
criteria referenced in Secs. 240.13a-18 and 240.15d-18 of this chapter 
and the servicer compliance statement required by Item 1123 of this 
Regulation AB. In addition, provide clear and concise disclosure, 
including by flow chart or other illustration, of the transaction and 
the various parties involved.

    (e) Foreign asset-backed securities. If the asset-backed securities 
are issued by a foreign issuer (as defined in Sec. 230.405 of this 
chapter), backed by pool assets that are foreign assets, or affected by 
enhancement or support contemplated by Items 1114 or 1115 of this 
Regulation AB provided by a foreign entity, then in providing the 
disclosure required by this Regulation AB (including, but not limited 
to, Items 1104 and 1110 of this Regulation AB regarding origination and 
securitization practices, Item 1107 of this Regulation AB regarding the 
sale or transfer of the pool assets, bankruptcy remoteness and 
collateral protection, Item 1108 of this Regulation AB regarding 
servicing, Item 1109 of this Regulation AB regarding the rights, duties 
and responsibilities of the trustee, Item 1111 of this Regulation AB 
regarding the terms, nature and treatment of the pool assets and Items 
1114 or 1115 of this Regulation AB, as applicable, regarding the 
enhancement provider), the filing must describe any pertinent 
governmental, legal or regulatory or administrative matters and any 
pertinent tax matters, exchange controls, currency restrictions or other 
economic, fiscal, monetary or potential factors in the applicable home 
jurisdiction that could materially affect payments on, the performance 
of, or other matters relating to, the assets contained in the pool or 
the asset-backed securities. See

[[Page 532]]

also Instruction 2 to Item 202 of Regulation S-K (Sec. 229.202). In 
addition, in a registration statement under the Securities Act, provide 
the information required by Item 101(g) of Regulation S-K 
(Sec. 229.101(g)). Disclosure also is required in Forms 10-D 
(Sec. 249.312 of this chapter) and 10-K (Sec. 249.310 of this chapter) 
with respect to the asset-backed securities regarding any material 
impact caused by foreign legal and regulatory developments during the 
period covered by the report which have not been previously described in 
a Form 10-D, 10-K or 8-K (Sec. 249.308 of this chapter) filed under the 
Exchange Act.
    (f) Filing of required exhibits. Where agreements or other documents 
in this Regulation AB (Secs. 229.1100 through 229.1125) are specified to 
be filed as exhibits to a Securities Act registration statement, such 
agreements or other documents, if applicable, may be incorporated by 
reference as an exhibit to the registration statement, such as by filing 
a Form 8-K (Sec. 249.308 of this chapter) in the case of offerings 
registered on Form SF-3 (Sec. 239.45 of this chapter). Final agreements 
must be filed and made part of the registration statement no later than 
the date the final prospectus is required to be filed under Sec. 230.424 
of this chapter.

[70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 
FR 57313, Sept. 24, 2014; 80 FR 6652, Feb. 6, 2015; 81 FR 40512, June 
22, 2016]



Sec. 229.1101  (Item 1101) Definitions.

    The following definitions apply to the terms used in Regulation AB 
(Secs. 229.1100 through 229.1123), unless specified otherwise:
    (a) ABS informational and computational material means a written 
communication consisting solely of one or some combination of the 
following:
    (1) Factual information regarding the asset-backed securities being 
offered and the structure and basic parameters of the securities, such 
as the number of classes, seniority, payment priorities, terms of 
payment, the tax, Employment Retirement Income Security Act of 1974, as 
amended, (29 U.S.C. 1001 et seq.) (``ERISA'') or other legal conclusions 
of counsel, and descriptive information relating to each class (e.g., 
principal amount, coupon, minimum denomination, anticipated price, 
yield, weighted average life, credit enhancements, anticipated ratings, 
and other similar information relating to the proposed structure of the 
offering);
    (2) Factual information regarding the pool assets underlying the 
asset-backed securities, including origination, acquisition and pool 
selection criteria, information regarding any prefunding or revolving 
period applicable to the offering, information regarding significant 
obligors, data regarding the contractual and related characteristics of 
the underlying pool assets (e.g., weighted average coupon, weighted 
average maturity, delinquency and loss information and geographic 
distribution) and other factual information concerning the parameters of 
the asset pool appropriate to the nature of the underlying assets, such 
as the type of assets comprising the pool and the programs under which 
the loans were originated;
    (3) Identification of key parties to the transaction, such as 
servicers, trustees, depositors, sponsors, originators and providers of 
credit enhancement or other support, including a brief description of 
each such party's roles, responsibilities, background and experience;
    (4) Static pool data, as referenced in Item 1105 of this Regulation 
AB, such as for the sponsor's and/or servicer's portfolio, prior 
transactions or the asset pool itself;
    (5) Statistical information displaying for a particular class of 
asset-backed securities the yield, average life, expected maturity, 
interest rate sensitivity, cash flow characteristics, total rate of 
return, option adjusted spread or other financial or statistical 
information relating to the class or classes under specified prepayment, 
interest rate, loss or other hypothetical scenarios. Examples of such 
information under the definition include:
    (i) Statistical results of interest rate sensitivity analyses 
regarding the impact on yield or other financial characteristics of a 
class of securities from changes in interest rates at one or more 
assumed prepayment speeds;
    (ii) Statistical information showing the cash flows that would be 
associated with a particular class of asset-backed

[[Page 533]]

securities at a specified prepayment speed; and
    (iii) Statistical information reflecting the financial impact of 
losses based on a variety of loss or default experience, prepayment, 
interest rate and related assumptions.
    (6) The names of underwriters participating in the offering of the 
securities, and their additional roles, if any, within the underwriting 
syndicate;
    (7) The anticipated schedule for the offering (including the 
approximate date upon which the proposed sale to the public will begin) 
and a description of marketing events (including the dates, times, 
locations, and procedures for attending or otherwise accessing them); 
and
    (8) A description of the procedures by which the underwriters will 
conduct the offering and the procedures for transactions in connection 
with the offering with an underwriter or participating dealer (including 
procedures regarding account-opening and submitting indications of 
interest and conditional offers to buy).
    (b) Asset-backed issuer means an issuer whose reporting obligation 
results from either the registration of an offering of asset-backed 
securities under the Securities Act, or the registration of a class of 
asset-backed securities under section 12 of the Exchange Act (15 U.S.C. 
78l).
    (c)(1) Asset-backed security means a security that is primarily 
serviced by the cash flows of a discrete pool of receivables or other 
financial assets, either fixed or revolving, that by their terms convert 
into cash within a finite time period, plus any rights or other assets 
designed to assure the servicing or timely distributions of proceeds to 
the security holders; provided that in the case of financial assets that 
are leases, those assets may convert to cash partially by the cash 
proceeds from the disposition of the physical property underlying such 
leases.
    (2) The following additional conditions apply in order to be 
considered an asset-backed security:
    (i) Neither the depositor nor the issuing entity is an investment 
company under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
seq.) nor will become an investment company as a result of the asset-
backed securities transaction.
    (ii) The activities of the issuing entity for the asset-backed 
securities are limited to passively owning or holding the pool of 
assets, issuing the asset-backed securities supported or serviced by 
those assets, and other activities reasonably incidental thereto.
    (iii) No non-performing assets are part of the asset pool as of the 
measurement date.
    (iv) Delinquent assets do not constitute 50% or more, as measured by 
dollar volume, of the asset pool as of the measurement date.
    (v) With respect to securities that are backed by leases, the 
portion of the securitized pool balance attributable to the residual 
value of the physical property underlying the leases, as determined in 
accordance with the transaction agreements for the securities, does not 
constitute:
    (A) For motor vehicle leases, 65% or more, as measured by dollar 
volume, of the securitized pool balance as of the measurement date.
    (B) For all other leases, 50% or more, as measured by dollar volume, 
of the securitized pool balance as of the measurement date.
    (3) Notwithstanding the requirement in paragraph (c)(1) of this 
section that the asset pool be a discrete pool of assets, the following 
are considered to be a discrete pool of assets for purposes of being 
considered an asset-backed security:
    (i) Master trusts. The offering related to the securities 
contemplates adding additional assets to the pool that backs such 
securities in connection with future issuances of asset-backed 
securities backed by such pool. The offering related to the securities 
also may contemplate additions to the asset pool, to the extent 
consistent with paragraphs (c)(3)(ii) and (c)(3)(iii) of this section, 
in connection with maintaining minimum pool balances in accordance with 
the transaction agreements for master trusts with revolving periods or 
receivables or other financial assets that arise under revolving 
accounts.
    (ii) Prefunding periods. The offering related to the securities 
contemplates a prefunding account where a portion of the proceeds of 
that offering is to be

[[Page 534]]

used for the future acquisition of additional pool assets, if the 
duration of the prefunding period does not extend for more than one year 
from the date of issuance of the securities and the portion of the 
proceeds for such prefunding account does not involve in excess of:
    (A) For master trusts, 25% of the aggregate principal balance of the 
total asset pool whose cash flows support the securities; and
    (B) For other offerings, 25% of the proceeds of the offering.
    (iii) Revolving periods. The offering related to the securities 
contemplates a revolving period where cash flows from the pool assets 
may be used to acquire additional pool assets, provided, that, for 
securities backed by receivables or other financial assets that do not 
arise under revolving accounts, the revolving period does not extend for 
more than three years from the date of issuance of the securities and 
the additional pool assets are of the same general character as the 
original pool assets.

Instructions to Item 1101(c). 1. For purposes of determining non-
performing, delinquency and residual value thresholds, the ``measurement 
date'' means either:
    a. The designated cut-off date for the transaction (i.e., the date 
on and after which collections on the pool assets accrue for the benefit 
of asset-backed security holders), if applicable; or
    b. In the case of master trusts, the date as of which delinquency 
and loss information or securitized pool balance information, as 
applicable, is presented in the prospectus for the asset-backed 
securities to be filed pursuant to Sec. 230.424(b) of this chapter.
    2. Non-performing and delinquent assets that are not funded or 
purchased by proceeds from the securities and that are not considered in 
cash flow calculations for the securities need not be considered as part 
of the asset pool for purposes of determining non-performing and 
delinquency thresholds.
    3. For purposes of determining non-performing, delinquency and 
residual value thresholds for master trusts, calculations are to be 
measured against the total asset pool whose cash flows support the 
securities.
    4. For purposes of determining residual value thresholds, residual 
values need not be included in measuring against the thresholds to the 
extent a separate party is obligated for such amounts (e.g., through a 
residual value guarantee, residual value insurance or where the lessee 
is obligated to cover any residual losses).

    (d) Delinquent, for purposes of determining if a pool asset is 
delinquent, means if a pool asset is more than 30 or 31 days or a single 
payment cycle, as applicable, past due from the contractual due date, as 
determined in accordance with any of the following:
    (1) The transaction agreements for the asset-backed securities;
    (2) The delinquency recognition policies of the sponsor, any 
affiliate of the sponsor that originated the pool asset or the servicer 
of the pool asset; or
    (3) The delinquency recognition policies applicable to such pool 
asset established by the primary safety and soundness regulator of any 
entity listed in paragraph (d)(2) of this section or the program or 
regulatory entity that oversees the program under which the pool asset 
was originated.
    (e) Depositor means the depositor who receives or purchases and 
transfers or sells the pool assets to the issuing entity. For asset-
backed securities transactions where there is not an intermediate 
transfer of the assets from the sponsor to the issuing entity, the term 
depositor refers to the sponsor. For asset-backed securities 
transactions where the person transferring or selling the pool assets is 
itself a trust, the depositor of the issuing entity is the depositor of 
that trust.
    (f) Issuing entity means the trust or other entity created at the 
direction of the sponsor or depositor that owns or holds the pool assets 
and in whose name the asset-backed securities supported or serviced by 
the pool assets are issued.
    (g) Non-performing, for purposes of determining if a pool asset is 
non-performing, means a pool asset if any of the following is true:
    (1) The pool asset would be treated as wholly or partially charged-
off under the requirements in the transaction agreements for the asset-
backed securities;
    (2) The pool asset would be treated as wholly or partially charged-
off under the charge-off policies of the sponsor, an affiliate of the 
sponsor that originates the pool asset or a servicer that services the 
pool asset; or
    (3) The pool asset would be treated as wholly or partially charged-
off under the charge-off policies applicable to

[[Page 535]]

such pool asset established by the primary safety and soundness 
regulator of any entity listed in paragraph (g)(2) of this section or 
the program or regulatory entity that oversees the program under which 
the pool asset was originated.
    (h) NRSRO has the same meaning as the term ``nationally recognized 
statistical rating organization'' as used in Sec. 240.15c3-
1(c)(2)(vi)(F) of this chapter.
    (i) Obligor means any person who is directly or indirectly committed 
by contract or other arrangement to make payments on all or part of the 
obligations on a pool asset.
    (j) Servicer means any person responsible for the management or 
collection of the pool assets or making allocations or distributions to 
holders of the asset-backed securities. The term servicer does not 
include a trustee for the issuing entity or the asset-backed securities 
that makes allocations or distributions to holders of the asset-backed 
securities if the trustee receives such allocations or distributions 
from a servicer and the trustee does not otherwise perform the functions 
of a servicer.
    (k) Significant obligor means any of the following:
    (1) An obligor or a group of affiliated obligors on any pool asset 
or group of pool assets if such pool asset or group of pool assets 
represents 10% or more of the asset pool.
    (2) A single property or group of related properties securing a pool 
asset or a group of pool assets if such pool asset or group of pool 
assets represents 10% or more of the asset pool.
    (3) A lessee or group of affiliated lessees if the related lease or 
group of leases represents 10% or more of the asset pool.

Instructions to Item 1101(k): 1. Regarding paragraph (k)(3) of this 
section, the calculation must focus on the leases whose cash flow 
supports the asset-backed securities directly or indirectly (including 
the residual value of the physical property underlying the leases if a 
portion of the securitized pool balance is attributable to the residual 
value of such property), regardless of whether the asset pool contains 
the leases themselves, mortgages on properties that are the subject of 
the leases or other assets related to the leases.
    2. If separate pool assets, or properties underlying pool assets, 
are cross-defaulted and/or cross-collateralized, such pool assets are to 
be aggregated and considered together in determining concentration 
levels.
    3. If the pool asset is a mortgage or lease relating to real estate, 
the pool asset is non-recourse to the obligor, and the obligor does not 
manage the property or does not own other assets and has no other 
operations, then the obligor need not be considered a separate 
significant obligor from the real estate. Otherwise, the obligor is a 
separate significant obligor.
    4. The determination of significant obligors is to be made as of the 
designated cut-off date for the transaction (i.e., the date on and after 
which collections on the pool assets accrue for the benefit of asset-
backed security holders), provided, that, in the case of master trusts, 
the determination is to be made as of the cut-off date (or issuance date 
if there is not a cut-off date) for each issuance of asset-backed 
securities backed by the same asset pool. In addition, if disclosure is 
required pursuant to either Item 6.05 of Form 8-K (17 CFR 249.308) or in 
a Form 10-D (17 CFR 249.312) pursuant to Item 1121(b) of this Regulation 
AB, the determination of significant obligors is to be made against the 
asset pool described in such report. However, if the percentage 
concentration regarding an obligor falls below 10% subsequent to the 
determination dates discussed in this Instruction, the obligor no longer 
need be considered a significant obligor.

    (l) Sponsor means the person who organizes and initiates an asset-
backed securities transaction by selling or transferring assets, either 
directly or indirectly, including through an affiliate, to the issuing 
entity.
    (m) Asset representations reviewer means any person appointed to 
review the underlying assets for compliance with the representations and 
warranties on the underlying pool assets and is not affiliated with any 
sponsor, depositor, servicer, or trustee of the transaction, or any of 
their affiliates. The asset representations reviewer shall not be the 
party to determine whether noncompliance with representations or 
warranties constitutes a breach of any contractual provision. The asset 
representations reviewer also shall not be the same party or an 
affiliate of any party hired by the sponsor or underwriter to perform 
pre-closing due diligence work on the pool assets.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014]

[[Page 536]]



Sec. 229.1102  (Item 1102) Forepart of registration statement and
outside cover page of the prospectus.

    In addition to the information required by Item 501 of Regulation S-
K (Sec. 229.501), provide the following information on the outside front 
cover page of the prospectus. Present information regarding multiple 
classes in tables if doing so will aid understanding. If information 
regarding multiple classes cannot appear on the cover page due to space 
limitations, include the information in the summary or in an immediately 
preceding separate table.
    (a) Identify the sponsor, the depositor and the issuing entity (if 
known). Such identifying information should include a Central Index Key 
number for the depositor and the issuing entity, and if applicable, the 
sponsor.
    (b) In identifying the title of the securities, include the series 
number, if applicable. If there is more than one class of securities 
offered, state the class designations of the securities offered.
    (c) Identify the asset type(s) being securitized.
    (d) Include a statement, if applicable and appropriately modified to 
the transaction, that the securities represent the obligations of the 
issuing entity only and do not represent the obligations of or interest 
in the sponsor, depositor or any of their affiliates.
    (e) Identify the aggregate principal amount of all securities 
offered and the principal amount, if any, of each class of securities 
offered. If a class has no principal amount, disclose that fact, and, if 
applicable, state the notional amount, clearly identifying that the 
amount is a notional one. If the amounts are approximate, disclose that 
fact.
    (f) Indicate the interest rate or specified rate of return of each 
class of security offered. If a class of securities does not bear 
interest or a specified return, disclose that fact. If the rate is based 
on a formula or is calculated in reference to a generally recognized 
interest rate index, such as a U.S. Treasury securities index, either 
provide the formula on the cover, or indicate that the rate is variable, 
indicate the index upon which the rate is based and indicate that 
further disclosure of how the rate is determined is included in the 
transaction summary.
    (g) Identify the distribution frequency, by class or series where 
applicable, and the first expected distribution date for the asset-
backed securities.
    (h) Briefly describe any credit enhancement or other support for the 
transaction and identify any enhancement or support provider referenced 
in Items 1114(b) or 1115 of this Regulation AB.

Instruction to Item 1102: Also see Item 1113(f)(2) of this Regulation AB 
regarding the title of any class of securities with an optional 
redemption or termination feature that may be exercised when 25% or more 
of the original principal balance of the pool assets are still 
outstanding.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014]



Sec. 229.1103  (Item 1103) Transaction summary and risk factors.

    (a) Prospectus summary. In providing the information required by 
Item 503(a) of Regulation S-K (Sec. 229.503(a)), provide the following 
information in the prospectus summary, as applicable. Present 
information regarding multiple classes in tables if doing so will aid 
understanding. Consider using diagrams to illustrate the relationships 
among the parties, the structure of the securities offered (including, 
for example, the flow of funds or any subordination features) and any 
other material features of the transaction.
    (1) Identify the participants in the transaction, including the 
sponsor, depositor, issuing entity, trustee and servicers contemplated 
by Item 1108(a)(2) of this Regulation AB, and their respective roles. 
Describe the roles briefly if they are not apparent from the title of 
the role. Identify any originator contemplated by Item 1110 of this 
Regulation AB and any significant obligor.
    (2) Briefly identify the pool assets and summarize briefly the size 
and material characteristics of the asset pool. Identify the cut-off 
date or similar date for establishing the composition of the asset pool, 
if applicable.

    Instruction to Item 1103(a)(2). What is required is summary 
disclosure tailored to the particular asset pool backing the asset-

[[Page 537]]

backed securities. While the material characteristics will vary 
depending on the nature of the pool assets, summary disclosure may 
include, among other things, statistical information of: The types of 
underwriting or origination programs, exceptions to underwriting or 
origination criteria and, if applicable, modifications made to the pool 
assets after origination. Include a cross-reference in the prospectus 
summary to the more detailed statistical information found in the 
prospectus.

    (3) State briefly the basic terms of each class of securities 
offered. In particular:
    (i) Identify the classes offered by the prospectus and any classes 
issued in the same transaction or residual or equity interests in the 
transaction that are not being offered by the prospectus.
    (ii) State the interest rate or rate of return on each class of 
securities offered, to the extent that the rates on any class of 
securities were not disclosed in full on the prospectus cover page.
    (iii) State the expected final and final scheduled maturity or 
principal distribution dates, if applicable, of each class of securities 
offered.
    (iv) Identify the denominations in which the securities may be 
issued.
    (v) Identify the distribution frequency on the securities.
    (vi) Summarize the flow of funds, payment priorities and allocations 
among the classes of securities offered, the classes of securities that 
are not offered, and fees and expenses, to the extent necessary to 
understand the payment characteristics of the classes that are offered 
by the prospectus.
    (vii) Identify any events in the transaction agreements that can 
trigger liquidation or amortization of the asset pool or other 
performance triggers that would alter the transaction structure or the 
flow of funds.
    (viii) Identify any optional or mandatory redemption or termination 
features.
    (ix) Identify any credit enhancement or other support for the 
transaction, as referenced in Items 1114(a) and 1115 of this Regulation 
AB, and briefly describe what protection or support is provided by the 
enhancement. Identify any enhancement provider referenced in Items 
1114(b) and 1115 of this Regulation AB. Summarize how losses not covered 
by credit enhancement or support will be allocated to the securities.
    (4) Identify any outstanding series or classes of securities that 
are backed by the same asset pool or otherwise have claims on the pool 
assets. In addition, state if additional series or classes of securities 
may be issued that are backed by the same asset pool and briefly 
identify the circumstances under which those additional securities may 
be issued. Specify if security holder approval is necessary for such 
issuances and if security holders will receive notice of such issuances.
    (5) If the transaction will include prefunding or revolving periods, 
indicate:
    (i) The term or duration of the prefunding or revolving period.
    (ii) For prefunding periods, the amount of proceeds to be deposited 
in the prefunding account.
    (iii) For revolving periods, the maximum amount of additional assets 
that may be acquired during the revolving period, if applicable.
    (iv) The percentage of the asset pool and any class or series of the 
asset-backed securities represented by the prefunding account or the 
revolving period, if applicable.
    (v) Any limitation on the ability to add pool assets.
    (vi) The requirements for assets that may be added to the pool.
    (6) If pool assets can otherwise be added, removed or substituted 
(for example, in the event of a breach in representations or warranties 
regarding pool assets), summarize briefly the circumstances under which 
such actions can occur.
    (7) Summarize the amount or formula for calculating the fee that the 
servicer will receive for performing its duties, and identify from what 
source those fees will be paid and the distribution priority of those 
fees.
    (8) Summarize the federal income tax issues material to investors of 
each class of securities offered.
    (9) Indicate whether the issuance or sale of any class of offered 
securities is conditioned on the assignment of a rating by one or more 
rating agencies. If so, identify each rating agency and the minimum 
rating that must be assigned.

[[Page 538]]

    (b) Risk factors. In providing the information required by Item 
503(c) of Regulation S-K (Sec. 229.503(c)), identify any risks that may 
be different for investors in any offered class of asset-backed 
securities, and if so, identify such classes and describe such 
difference(s).

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014]



Sec. 229.1104  (Item 1104) Sponsors.

    Provide the following information about the sponsor:
    (a) State the sponsor's name and describe the sponsor's form of 
organization.
    (b) Describe the general character of the sponsor's business.
    (c) Describe the sponsor's securitization program and state how long 
the sponsor has been engaged in the securitization of assets. The 
description must include, to the extent material, a general discussion 
of the sponsor's experience in securitizing assets of any type as well 
as a more detailed discussion of the sponsor's experience in and overall 
procedures for originating or acquiring and securitizing assets of the 
type included in the current transaction. Include to the extent material 
information regarding the size, composition and growth of the sponsor's 
portfolio of assets of the type to be securitized and information or 
factors related to the sponsor that may be material to an analysis of 
the origination or performance of the pool assets, such as whether any 
prior securitizations organized by the sponsor have defaulted or 
experienced an early amortization triggering event.
    (d) Describe the sponsor's material roles and responsibilities in 
its securitization program, including whether the sponsor or an 
affiliate is responsible for originating, acquiring, pooling or 
servicing the pool assets, and the sponsor's participation in 
structuring the transaction.
    (e) Repurchases and replacements. (1) If the underlying transaction 
agreements provide a covenant to repurchase or replace an underlying 
asset for breach of a representation or warranty, provide in the body of 
the prospectus for the prior three years, the information required by 
Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets securitized 
by the sponsor that were the subject of a demand to repurchase or 
replace for breach of the representations and warranties concerning the 
pool assets for all asset-backed securities (as that term is defined in 
Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(79)) where the underlying transaction agreements included a 
covenant to repurchase or replace an underlying asset of the same asset 
class held by non-affiliates of the sponsor, except that:
    (i) For prospectuses to be filed pursuant to Sec. 230.424 of this 
chapter prior to February 14, 2013, information may be limited to the 
prior year; and
    (ii) For prospectuses to be filed pursuant to Sec. 230.424 of this 
chapter on or after February 14, 2013 but prior to February 14, 2014, 
information may be limited to the prior two years.
    (2) Include a reference to the most recent Form ABS-15G filed by the 
securitizer (as that term is defined in Section 15G(a) of the Securities 
Exchange Act of 1934) in response to Rule 15Ga-1 and disclose the CIK 
number of the securitizer.
    (3) For prospectuses to be filed pursuant to Sec. 230.424 of this 
chapter, the information presented shall not be more than 135 days old.
    (f) If the sponsor is required to repurchase or replace any asset 
for breach of a representation and warranty pursuant to the transaction 
agreements, provide information regarding the sponsor's financial 
condition to the extent that there is a material risk that the effect on 
its ability to comply with the provisions in the transaction agreements 
relating to the repurchase obligations for those assets resulting from 
such financial condition could have a material impact on pool 
performance or performance of the asset-backed securities.
    (g) Describe any interest that the sponsor, or any affiliate of the 
sponsor, has retained in the transaction, including the amount and 
nature of that interest. Disclose any hedge (security specific or 
portfolio) materially related to the credit risk of the securities that 
was entered into by the sponsor or, if

[[Page 539]]

known, by an affiliate of the sponsor to offset the risk position held.

    Instruction to Item 1104(g). The disclosure required under this item 
shall separately state the amount and nature of any interest or asset 
retained in compliance with law, including any amounts that are retained 
by parties other than the sponsor in order to satisfy such requirements.

[70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 
FR 57313, Sept. 24, 2014; 81 FR 40512, June 22, 2016]



Sec. 229.1105  (Item 1105) Static pool information.

    Describe the static pool information presented. Provide appropriate 
introductory and explanatory information to introduce the 
characteristics, the methodology used in determining or calculating the 
characteristics and any terms or abbreviations used. Include a 
description of how the static pool differs from the pool underlying the 
securities being offered, such as the extent to which the pool 
underlying the securities being offered was originated with the same or 
differing underwriting criteria, loan terms, and risk tolerances than 
the static pools presented. In addition to a narrative description, the 
static pool information should be presented graphically if doing so 
would aid in understanding.
    (a) For amortizing asset pools, unless the registrant determines 
that such information is not material:
    (1) Provide static pool information, to the extent material, 
regarding delinquencies, cumulative losses and prepayments for prior 
securitized pools of the sponsor for that asset type.
    (2) If the sponsor has less than three years of experience 
securitizing assets of the type to be included in the offered asset 
pool, consider providing instead static pool information, to the extent 
material, regarding delinquencies, cumulative losses and prepayments by 
vintage origination years regarding originations or purchases by the 
sponsor, as applicable, for that asset type. A vintage origination year 
represents assets originated during the same year.
    (3) In providing the information required by paragraphs (a)(1) and 
(a)(2) of this section:
    (i) Provide the requested information for prior pools or vintage 
origination years, as applicable, relating to the following time period, 
to the extent material:
    (A) Five years, or
    (B) For so long as the sponsor has been either securitizing assets 
of the same asset type (in the case of paragraph (a)(1) of this section) 
or making originations or purchases of assets of the same asset type (in 
the case of paragraph (a)(2) of this section) if less than five years.
    (ii) Present delinquency, cumulative loss and prepayment data for 
each prior securitized pool or vintage origination year, as applicable, 
over the life of the prior securitized pool or vintage origination year. 
The most recent periodic increment for the data must be as of a date no 
later than 135 days of the date of first use of the prospectus.

    Instruction to Item 1105(a)(3)(ii). Present historical delinquency 
and loss information in accordance with Item 1100(b) of this Regulation 
AB (Sec. 229.1100(b)) through no less than 120 days.

    (iii) Provide summary information for the original characteristics 
of the prior securitized pools or vintage origination years, as 
applicable and material. While the material summary characteristics may 
vary, these characteristics may include, among other things, the 
following: number of pool assets; original pool balance; weighted 
average initial loan balance; weighted average interest or note rate; 
weighted average original term; weighted average remaining term; 
weighted average and minimum and maximum standardized credit score or 
other applicable measure of obligor credit quality; product type; loan 
purpose; loan-to-value information; distribution of assets by loan or 
note rate; and geographic distribution information.
    (iv) Provide graphical illustration of delinquencies, prepayments 
and losses for each prior securitized pool or by vintage origination 
year regarding originations or purchases by the sponsor, as applicable 
for that asset type.
    (b) For revolving asset master trusts, unless the registrant 
determines that such information is not material, provide, to the extent 
material, data regarding delinquencies, cumulative losses, prepayments, 
payment rate, yield and standardized credit scores or

[[Page 540]]

other applicable measure of obligor credit quality in separate 
increments based on the date of origination of the pool assets. While 
the material increments may vary, consider presenting such data at a 
minimum in 12-month increments through the first five years of the 
account's life (e.g., 0-12 months, 13-24 months, 25-36 months, 37-48 
months, 49-60 months and 61 months or more).
    (c) If the information that would otherwise be required by paragraph 
(a)(1), (a)(2) or (b) of this section is not material, but alternative 
static pool information would provide material disclosure, provide such 
alternative information instead. Similarly, information contemplated by 
paragraph (a)(1), (a)(2) or (b) of this section regarding a party or 
parties other than the sponsor may be provided in addition to or in lieu 
of such information regarding the sponsor if appropriate to provide 
material disclosure. In addition, provide other explanatory disclosure, 
including why alternative disclosure is being provided and explain the 
absence of any static pool information contemplated by paragraph (a)(1), 
(a)(2) or (b) of this section, as applicable.
    (d) The following information provided in response to this section 
shall not be deemed to be a prospectus or part of a prospectus for the 
asset-backed securities nor shall such information be deemed to be part 
of the registration statement for the asset-backed securities:
    (1) With respect to information regarding prior securitized pools of 
the sponsor that do not include the currently offered pool, information 
regarding prior securitized pools that were established before January 
1, 2006; and
    (2) With respect to information regarding the currently offered 
pool, information about the pool for periods before January 1, 2006.
    (e) For prospectuses to be filed pursuant to Sec. 230.424 of this 
chapter that include information specified in paragraph (d)(1) or (d)(2) 
of this section, the prospectus shall disclose that such information is 
not deemed to be part of that prospectus or the registration statement 
for the asset-backed securities.
    (f) If any of the information identified in paragraph (d)(1) or 
(d)(2) of this section that is to be provided in response to this 
section is unknown and not available to the registrant without 
unreasonable effort or expense, such information may be omitted, 
provided the registrant provides the information on the subject it 
possesses or can acquire without unreasonable effort or expense, and the 
registrant includes a statement in the prospectus showing that 
unreasonable effort or expense would be involved in obtaining the 
omitted information.

[70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 
FR 57314, Sept. 24, 2014; 81 FR 40512, June 22, 2016]



Sec. 229.1106  (Item 1106) Depositors.

    If the depositor is not the same entity as the sponsor, provide 
separately the information regarding the depositor called for by 
paragraphs (a) and (b) of Item 1104 of this Regulation AB, and, to the 
extent the information would be material and materially different from 
the sponsor, paragraphs (c) and (d) of Item 1104 of this Regulation AB. 
In addition, provide the following information:
    (a) The ownership structure of the depositor.
    (b) The general character of any activities the depositor is engaged 
in other than securitizing assets and the time period during which it 
has been so engaged.
    (c) Any continuing duties of the depositor after issuance of the 
asset-backed securities being registered regarding the asset-backed 
securities or the pool assets.



Sec. 229.1107  (Item 1107) Issuing entities.

    Provide the following information about the issuing entity:
    (a) State the issuing entity's name and describe the issuing 
entity's form of organization, including the State or other jurisdiction 
under whose laws the issuing entity is organized. File the issuing 
entity's governing documents as an exhibit.
    (b) Describe the permissible activities and restrictions on the 
activities

[[Page 541]]

of the issuing entity under its governing documents, including any 
restrictions on the ability to issue or invest in additional securities, 
to borrow money or to make loans to other persons. Describe any 
provisions in the issuing entity's governing documents allowing for 
modification of the issuing entity's governing documents, including its 
permissible activities.
    (c) Describe any specific discretionary activities with regard to 
the administration of the asset pool or the asset-backed securities, and 
identify the person or persons authorized to exercise such discretion.
    (d) Describe any assets owned or to be owned by the issuing entity, 
apart from the pool assets, as well as any liabilities of the issuing 
entity, apart from the asset-backed securities. Disclose the fiscal year 
end of the issuing entity.
    (e) If the issuing entity has executive officers, a board of 
directors or persons performing similar functions, provide the 
information required by Items 401, 402, 403 404 and 407(a), (c)(3), 
(d)(4), (d)(5) and (e)(4) of Regulation S-K (Secs. 229.401, 229.402, 
229.403, 229.404 and 229.407(a), (c)(3), (d)(4), (d)(5) and (e)(4)) for 
the issuing entity.
    (f) Describe the terms of any management or administration agreement 
regarding the issuing entity. File any such agreement as an exhibit.
    (g) Describe the capitalization of the issuing entity and the amount 
or nature of any equity contribution to the issuing entity by the 
sponsor, depositor or other party.
    (h) Describe the sale or transfer of the pool assets to the issuing 
entity as well as the creation (and perfection and priority status) of 
any security interest in favor of the issuing entity, the trustee, the 
asset-backed security holders or others, including the material terms of 
any agreement providing for such sale, transfer or creation of a 
security interest. File any such agreements as an exhibit. In addition 
to an appropriate narrative description, also provide this information 
graphically or in a flow chart if it will aid understanding.
    (i) If the pool assets are securities, as defined under the 
Securities Act, state the market price of the securities and the basis 
on which the market price was determined.
    (j) If expenses incurred in connection with the selection and 
acquisition of the pool assets are to be payable from offering proceeds, 
disclose the amount of such expenses. If such expenses are to be paid to 
the sponsor, servicer contemplated by Item 1108(a)(2) of this Regulation 
AB, depositor, issuing entity, originator contemplated by Item 1110 of 
this Regulation AB, underwriter, or any affiliate of the foregoing, 
separately identify the type and amount of expenses paid to each such 
party.
    (k) Describe to the extent material any provisions or arrangements 
included to address any one or more of the following issues:
    (1) Whether any security interests granted in connection with the 
transaction are perfected, maintained and enforced.
    (2) Whether declaration of bankruptcy, receivership or similar 
proceeding with respect to the issuing entity can occur.
    (3) Whether in the event of a bankruptcy, receivership or similar 
proceeding with respect to the sponsor, originator, depositor or other 
seller of the pool assets, the issuing entity's assets will become part 
of the bankruptcy estate or subject to the bankruptcy control of a third 
party.
    (4) Whether in the event of a bankruptcy, receivership or similar 
proceeding with respect to the issuing entity, the issuing entity's 
assets will become subject to the bankruptcy control of a third party.
    (l) If applicable law prohibits the issuing entity from holding the 
pool assets directly (for example, an ``eligible lender'' trustee must 
hold student loans originated under the Federal Family Education Loan 
Program of the Higher Education Act of 1965 (20 U.S.C. 1001 et seq.)), 
describe the arrangements instituted to hold the pool assets on behalf 
of the issuing entity. Include disclosure regarding the arrangements 
taken, as applicable, regarding the items in paragraph (k) of this 
section

[[Page 542]]

with respect to any such additional entity that holds such assets on 
behalf of the issuing entity.

[70 FR 1597, Jan. 7, 2005, as amended at 71 FR 53259, Sept. 8, 2006]



Sec. 229.1108  (Item 1108) Servicers.

    Provide the following information for the servicer.
    (a) Multiple servicers. Where servicing of the pool assets utilizes 
multiple servicers (e.g., master servicers that oversee the actions of 
other servicers, primary servicers that have primary contact with the 
obligor, or special servicers for specific servicing functions):
    (1) Provide a clear introductory description of the roles, 
responsibilities and oversight requirements of the entire servicing 
structure and the parties involved. In addition to an appropriate 
narrative discussion of the allocation of servicing responsibilities, 
also consider presenting the information graphically if doing so will 
aid understanding.
    (2) Identify:
    (i) Each master servicer;
    (ii) Each affiliated servicer;
    (iii) Each unaffiliated servicer that services 10% or more of the 
pool assets; and
    (iv) Any other material servicer responsible for calculating or 
making distributions to holders of the asset-backed securities, 
performing work-outs or foreclosures, or other aspect of the servicing 
of the pool assets or the asset-backed securities upon which the 
performance of the pool assets or the asset-backed securities is 
materially dependent.
    (3) Provide the information in paragraphs (b), (c), (d), and (e) of 
this section, as applicable depending on the servicer's role, for each 
servicer identified in paragraphs (a)(2)(i), (ii) and (iv) of this 
section and each unaffiliated servicer identified in paragraph 
(a)(2)(iii) of this section that services 20% or more of the pool assets
    (b) Identifying information and experience. (1) State the servicer's 
name and describe the servicer's form of organization.
    (2) State how long the servicer has been servicing assets. Provide, 
to the extent material, a general discussion of the servicer's 
experience in servicing assets of any type as well as a more detailed 
discussion of the servicer's experience in, and procedures for the 
servicing function it will perform in the current transaction for assets 
of the type included in the current transaction. Include to the extent 
material information regarding the size, composition and growth of the 
servicer's portfolio of serviced assets of the type included in the 
current transaction and information on factors related to the servicer 
that may be material to an analysis of the servicing of the assets or 
the asset-backed securities, as applicable.
    (3) Describe any material changes to the servicer's policies or 
procedures in the servicing function it will perform in the current 
transaction for assets of the same type included in the current 
transaction during the past three years.
    (4) Provide information regarding the servicer's financial condition 
to the extent that there is a material risk that the effect on one or 
more aspects of servicing resulting from such financial condition could 
have a material impact on pool performance or performance of the asset-
backed securities.
    (c) Servicing agreements and servicing practices. (1) Describe the 
material terms of the servicing agreement and the servicer's duties 
regarding the asset-backed securities transaction. File the servicing 
agreement as an exhibit.
    (2) Describe to the extent material the manner in which collections 
on the assets will be maintained, such as through a segregated 
collection account, and the extent of commingling of funds that occurs 
or may occur from the assets with other funds, serviced assets or other 
assets of the servicer.
    (3) Describe to the extent material any special or unique factors 
involved in servicing the particular type of assets included in the 
current transaction, such as subprime assets, and the servicer's 
processes and procedures designed to address such factors.
    (4) Describe to the extent material the terms of any arrangements 
whereby the servicer is required or permitted to provide advances of 
funds regarding collections, cash flows or distributions,

[[Page 543]]

including interest or other fees charged for such advances and terms of 
recovery by the servicer of such advances. To the extent material, 
provide statistical information regarding servicer advances on the pool 
assets and the servicer's overall servicing portfolio for the past three 
years.
    (5) Describe to the extent material the servicer's process for 
handling delinquencies, losses, bankruptcies and recoveries, such as 
through liquidation of the underlying collateral, note sale by a special 
servicer or borrower negotiation or workouts.
    (6) If the servicer has custodial responsibility for the assets, 
describe material arrangements regarding the safekeeping and 
preservation of the assets, such as the physical promissory notes, and 
procedures to reflect the segregation of the assets from other serviced 
assets. If no servicer has custodial responsibility for the assets, 
disclose that fact, identify the party that has such responsibility and 
provide the information called for by this paragraph for such party.
    (7) Describe any limitations on the servicer's liability under the 
transaction agreements regarding the asset-backed securities 
transaction.
    (d) Back-up servicing. Describe the material terms regarding the 
servicer's removal, replacement, resignation or transfer, including:
    (1) Provisions for selection of a successor servicer and financial 
or other requirements that must be met by a successor servicer.
    (2) The process for transferring servicing to a successor servicer.
    (3) Provisions for payment of expenses associated with a servicing 
transfer and any additional fees charged by a successor servicer. 
Specify the amount of any funds set aside for a servicing transfer.
    (4) Arrangements, if any, regarding a back-up servicer for the 
assets and the identity of any such back-up servicer.
    (e) Describe any interest that the servicer, or any affiliate of the 
servicer, has retained in the transaction, including the amount and 
nature of that interest. Disclose any hedge (security specific or 
portfolio) materially related to the credit risk of the securities that 
was entered into by the servicer or, if known, by an affiliate of the 
servicer to offset the risk position held.

    Instruction to Item 1108(e). The disclosure required under this item 
shall separately state the amount and nature of any interest or asset 
retained in compliance with law, including any amounts that are retained 
by parties other than the servicer in order to satisfy such 
requirements.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014]



Sec. 229.1109  (Item 1109) Trustees and other transaction parties.

    (a) Trustees. Provide the following information for each trustee:
    (1) State the trustee's name and describe the trustee's form of 
organization.
    (2) Describe to what extent the trustee has had prior experience 
serving as a trustee for asset-backed securities transactions involving 
similar pool assets, if applicable.
    (3) Describe the trustee's duties and responsibilities regarding the 
asset-backed securities under the governing documents and under 
applicable law. In addition, describe any actions required by the 
trustee, including whether notices are required to investors, rating 
agencies or other third parties, upon an event of default, potential 
event of default (and how defined) or other breach of a transaction 
covenant and any required percentage of a class or classes of asset-
backed securities that is needed to require the trustee to take action.
    (4) Describe any limitations on the trustee's liability under the 
transaction agreements regarding the asset-backed securities 
transaction.
    (5) Describe any indemnification provisions that entitle the trustee 
to be indemnified from the cash flow that otherwise would be used to pay 
the asset-backed securities.
    (6) Describe any contractual provisions or understandings regarding 
the trustee's removal, replacement or resignation, as well as how the 
expenses associated with changing from one trustee to another trustee 
will be paid.

Instruction to Item 1109. If multiple trustees are involved in the 
transaction, provide a description of the roles and responsibilities of 
each trustee.


[[Page 544]]


    (b) Asset representations reviewer. Provide the following for each 
asset representations reviewer:
    (1) State the asset representations reviewer's name and describe its 
form of organization.
    (2) Describe to what extent the asset representations reviewer has 
had prior experience serving as an asset representations reviewer for 
asset-backed securities transactions involving similar pool assets.
    (3) Describe the asset representations reviewer's duties and 
responsibilities regarding the asset-backed securities under the 
governing documents and under applicable law. In addition, describe any 
actions required of the asset representations reviewer, including 
whether notices are required to investors, rating agencies or other 
third parties, and any required percentage of a class or classes of 
asset-backed securities that is needed to require the asset 
representations reviewer to take action.
    (4) Disclose the manner and amount in which the asset 
representations reviewer is compensated.
    (5) Describe any limitations on the asset representations reviewer's 
liability under the transaction agreements regarding the asset-backed 
securities transaction.
    (6) Describe any indemnification provisions that entitle the asset 
representations reviewer to be indemnified from the cash flow that 
otherwise would be used to pay holders of the asset-backed securities.
    (7) Describe any contractual provisions or understandings regarding 
the asset representations reviewer's removal, replacement or 
resignation, as well as how the expenses associated with changing from 
one asset representations reviewer to another asset representations 
reviewer will be paid.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014]



Sec. 229.1110  (Item 1110) Originators.

    (a) Identify any originator or group of affiliated originators, 
apart from the sponsor or its affiliates, that originated, or is 
expected to originate, 10% or more of the pool assets. Also identify any 
originator(s) originating less than 10% of the pool assets if the 
cumulative amount originated by parties other than the sponsor or its 
affiliates is more than 10% of the pool assets.
    (b) Provide the following information for any originator or group of 
affiliated originators, apart from the sponsor or its affiliates, that 
originated, or is expected to originate, 20% or more of the pool assets:
    (1) The originator's form of organization.
    (2) To the extent material, a description of the originator's 
origination program and how long the originator has been engaged in 
originating assets. The description must include a discussion of the 
originator's experience in originating assets of the type included in 
the current transaction. In providing the description, include, if 
material, information regarding the size and composition of the 
originator's origination portfolio as well as information material to an 
analysis of the performance of the pool assets, such as the originator's 
credit-granting or underwriting criteria for the asset types being 
securitized.
    (3) Describe any interest that the originator, or any affiliate of 
the originator, has retained in the transaction, including the amount 
and nature of that interest. Disclose any hedge (security specific or 
portfolio) materially related to the credit risk of the securities that 
was entered into by the originator or, if known, by an affiliate of the 
originator to offset the risk position held.

    Instruction to Item 1110(b)(3). The disclosure required under this 
item shall separately state the amount and nature of any interest or 
asset retained in compliance with law, including any amounts that are 
retained by parties other than the originator in order to satisfy such 
requirements.

    (c) For any originator identified under paragraph (b) of this 
section, if such originator is required to repurchase or replace a pool 
asset for breach of a representation and warranty pursuant to the 
transaction agreements, provide information regarding the originator's 
financial condition to the extent that there is a material risk that the 
effect on its ability to comply with the provisions in the transaction 
agreements relating to the repurchase obligations for those assets 
resulting

[[Page 545]]

from such financial condition could have a material impact on pool 
performance or performance of the asset-backed securities.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014]



Sec. 229.1111  (Item 1111) Pool assets.

    Describe the pool assets, including the information required by this 
Item 1111. Present statistical information in tabular or graphical 
format, if such presentation will aid understanding. Present statistical 
information in appropriate distributional groups or incremental ranges 
in addition to presenting appropriate overall pool totals, averages and 
weighted averages, if such presentation will aid in the understanding of 
the data. In addition to presenting the number, amount and percentage of 
pool assets by distributional group or range, also provide statistical 
information for each group or range by variables, to the extent 
material, such as, average balance, weighted average coupon, average age 
and remaining term, average loan-to-value or similar ratio and weighted 
average standardized credit score or other applicable measure of obligor 
credit quality. These variables are just examples and should be tailored 
to the particular asset class backing the asset-backed securities. 
Consider providing minimums and maximums when presenting averages on an 
aggregate basis and within each group or range. In addition, provide 
historical data on the pool assets as appropriate (e.g., the lesser of 
three years or the time such assets have existed) to allow material 
evaluation of the pool data. In making any calculations regarding 
overall pool balances, disregard any funds set aside for a prefunding 
account.
    (a) Information regarding pool asset types and selection criteria. 
Provide the following information:
    (1) A brief description of the type or types of pool assets to be 
securitized.
    (2) A general description of the material terms of the pool assets.
    (3) A description of the solicitation, credit-granting or 
underwriting criteria used to originate or purchase the pool assets, 
including, to the extent known, any changes in such criteria and the 
extent to which such policies and criteria are or could be overridden.
    (4) The method and criteria by which the pool assets were selected 
for the transaction.
    (5) The cut-off date or similar date for establishing the 
composition of the asset pool, if applicable.
    (6) If legal or regulatory provisions (such as bankruptcy, consumer 
protection, predatory lending, privacy, property rights or foreclosure 
laws or regulations) may materially affect pool asset performance or 
payments or expected payments on the asset-backed securities, briefly 
identify these provisions and their effects on such items.

Instruction to Item 1111(a)(6): Unless a material concentration of 
assets exists, it is not necessary to provide details of the laws in 
each jurisdiction. Even in that case, a legalistic description or 
recitation of the laws or regulations in a particular jurisdiction is 
not required.

    (7)(i) The nature of a review of the assets performed by an issuer 
or sponsor (required by Sec. 230.193), including whether the issuer of 
any asset-backed security engaged a third party for purposes of 
performing the review of the pool assets underlying an asset-backed 
security; and
    (ii) The findings and conclusions of the review of the assets by the 
issuer, sponsor, or third party described in paragraph (a)(7)(i) of this 
section.

Instruction to Item 1111(a)(7): The disclosure required under this item 
shall provide an understanding of how the review related to the 
disclosure regarding the assets. For example, if benchmarks or criteria 
different from that specified in the prospectus were used to evaluate 
the assets, these should be described, as well as the findings and 
conclusions. If the review is of a sample of assets in the pool, 
disclose the size of the sample and the criteria used to select the 
assets sampled. If the issuer has engaged a third party for purposes of 
performing the review of assets, and attributes the findings and 
conclusions of the review to the third party in the disclosure required 
by this item, the issuer must provide the name of the third-party 
reviewer and comply with the requirements of Sec. 230.436 of this 
chapter.

    (8) If any assets in the pool deviate from the disclosed 
underwriting criteria or other criteria or benchmark used to evaluate 
the assets, or any assets in the sample or assets otherwise

[[Page 546]]

known to deviate if only a sample was reviewed, disclose how those 
assets deviate from the disclosed underwriting criteria or other 
criteria or benchmark used to evaluate the assets and include data on 
the amount and characteristics of those assets that did not meet the 
disclosed standards. Disclose which entity (e.g., sponsor, originator, 
or underwriter) or entities determined that those assets should be 
included in the pool, despite not having met the disclosed underwriting 
standards or other criteria or benchmark used to evaluate the assets, 
and what factors were used to make the determination, such as 
compensating factors or a determination that the exception was not 
material. If compensating or other factors were used, provide data on 
the amount of assets in the pool or in the sample that are represented 
as meeting each such factor and the amount of assets that do not meet 
those factors. If multiple entities are involved in the decision to 
include assets despite not having met the disclosed underwriting 
standards, this should be described and each participating entity should 
be disclosed.
    (b) Pool characteristics. Describe the material characteristics of 
the asset pool. Provide appropriate introductory and explanatory 
information to introduce the characteristics, the methodology used in 
determining or calculating the characteristics and any terms or 
abbreviations used. While the material characteristics will vary 
depending on the nature of the pool assets, such characteristics may 
include, among other things:
    (1) Number of each type of pool assets.
    (2) Asset size, such as original balance and outstanding balance as 
of a designated cut-off date.
    (3) Interest rate or rate of return, including type of interest rate 
if the pool includes different types, such as fixed and floating rates.
    (4) Capitalized or uncapitalized accrued interest.
    (5) Age, maturity, remaining term, average life (based on different 
prepayment assumptions), current payment/prepayment speeds and pool 
factors, as applicable.
    (6) Servicer distribution, if different servicers service different 
pool assets.
    (7) If a loan or similar receivable:
    (i) Amortization period.
    (ii) Loan purpose (e.g., whether a purchase or refinance) and 
status, if applicable (e.g., repayment or deferment).
    (iii) Loan-to-value (LTV) ratios and debt service coverage ratios 
(DSCR), as applicable.
    (iv) Type and/or use of underlying property, product or collateral 
(e.g., occupancy type for residential mortgages or industry sector for 
commercial mortgages).
    (8) If a receivable or other financial asset that arises under a 
revolving account, such as a credit card receivable:
    (i) Monthly payment rate.
    (ii) Maximum credit lines.
    (iii) Average account balance.
    (iv) Yield percentages.
    (v) Type of asset.
    (vi) Finance charges, fees and other income earned.
    (vii) Balance reductions granted for refunds, returns, fraudulent 
charges or other reasons.
    (viii) Percentage of full-balance and minimum payments made.
    (9) If the asset pool includes commercial mortgages, the following 
information, to the extent material:
    (i) For all commercial mortgages:
    (A) The location and present use of each mortgaged property.
    (B) Net operating income and net cash flow information, as well as 
the components of net operating income and net cash flow, for each 
mortgaged property.
    (C) Current occupancy rates for each mortgaged property.
    (D) The identity, square feet occupied by and lease expiration dates 
for the three largest tenants at each mortgaged property.
    (E) The nature and amount of all other material mortgages, liens or 
encumbrances against such properties and their priority.
    (ii) For each commercial mortgage that represents, by dollar value, 
10% or more of the asset pool, as measured as of the cut-off date:
    (A) Any proposed program for the renovation, improvement or 
development of such properties, including the

[[Page 547]]

estimated cost thereof and the method of financing to be used.
    (B) The general competitive conditions to which such properties are 
or may be subject.
    (C) Management of such properties.
    (D) Occupancy rate expressed as a percentage for each of the last 
five years.
    (E) Principal business, occupations and professions carried on in, 
or from the properties.
    (F) Number of tenants occupying 10% or more of the total rentable 
square footage of such properties and principal nature of business of 
such tenant, and the principal provisions of the leases with those 
tenants including, but not limited to: rental per annum, expiration 
date, and renewal options.
    (G) The average effective annual rental per square foot or unit for 
each of the last three years prior to the date of filing.
    (H) Schedule of the lease expirations for each of the ten years 
starting with the year in which the registration statement is filed (or 
the year in which the prospectus supplement is dated, as applicable), 
stating:
    (1) The number of tenants whose leases will expire.
    (2) The total area in square feet covered by such leases.
    (3) The annual rental represented by such leases.
    (4) The percentage of gross annual rental represented by such 
leases.

Instruction to Item 1111(b)(9): What is required is information material 
to an investor's understanding of the asset-backed securities. Detailed 
descriptions of the physical characteristics of individual properties or 
legal descriptions by metes and bounds are not required.

    (10) Whether the pool asset is secured or unsecured, and if secured, 
the type(s) of collateral.
    (11) Standardized credit scores of obligors and other information 
regarding obligor credit quality.
    (12) Billing and payment procedures, including frequency of payment, 
payment options, fees, charges and origination or payment incentives.
    (13) Information about the origination channel and origination 
process for the pool assets, such as originator information (and how 
acquired) and the level of origination documentation required, as 
applicable.
    (14) Geographic distribution, such as by state or other material 
geographic region. If 10% or more of the pool assets are or will be 
located in any one state or other geographic region, describe any 
economic or other factors specific to such state or region that may 
materially impact the pool assets or pool asset cash flows.

Instruction to Item 1111(b)(14): For most assets, such as credit card 
accounts, motor vehicle leases, trade receivables and student loans, the 
location of the asset is the underlying obligor's billing address. For 
assets involving real estate, such as mortgages, the location of the 
asset is where the physical property underlying the asset is located.

    (15) Other concentrations material to the asset type (e.g., school 
type for student loans). If material, provide information required by 
paragraph (b)(14) of this section regarding such concentrations, as 
applicable.
    (c) Delinquency and loss information. Provide delinquency and loss 
information for the asset pool, including statistical information 
regarding delinquencies and losses.
    (d) Sources of pool cash flow. If the cash flows from the pool 
assets that are to be used to support the asset-backed securities are to 
come from more than one source (such as separate cash flows from lease 
payments and from the sale of the residual asset at the termination of 
the lease), provide the following information:
    (1) Disclose the specific sources of funds that will be used to make 
the payments and distributions on the asset-backed securities, and, if 
applicable, provide information on the relative amount and percentage of 
funds that are to be derived from each source, including a description 
of any assumptions, data, models and methodology used to derive such 
amounts. If payments on different classes or different categories of 
payments on or related to the asset-backed securities (e.g., principal, 
interest or expenses) are to come from different or segregated cash 
flows from the pool assets or other sources, disclose the source of 
funds that will be used for such payments.

[[Page 548]]

    (2) Residual value information. If the asset pool includes leases or 
other assets where a portion of the securitized pool balance is 
attributable to the residual value of the underlying physical property 
underlying the leases, disclose the following:
    (i) How the residual values used to structure the transaction were 
estimated, including an explanation of any material discount rates, 
models or assumptions used and who selected such rates, models or 
assumptions.
    (ii) Any material procedures or requirements incorporated to 
preserve residual values during the term of the lease, such as lessee 
responsibilities, prohibitions on subletting, indemnification or 
required insurance or guarantees.
    (iii) The procedures by which the residual values will be realized 
and by whom those procedures will be carried out, including information 
on the experience of such party, any affiliations with a party described 
in Item 1119(a) of this Regulation AB and the compensation arrangements 
with such party.
    (iv) Whether the pool assets are open-end leases (e.g., where the 
lessee is required to cover the shortfall between the residual value of 
the leased property and the sale proceeds) or closed-end leases (e.g., 
where the lessor is responsible for such shortfalls), and where both 
types of leases are included in the asset pool, the percentage of each.
    (v) To the extent material, any lessor obligations that are required 
under the leases, and the effect or potential effect on the asset-backed 
securities from failure by the lessor to perform its obligations.
    (vi) Statistical information regarding estimated residual values for 
the pool assets.
    (vii) Summary historical statistics on turn-in rates, if applicable, 
and residual value realization rates by the party responsible for such 
process over the past three years, or such longer period as is material 
to an evaluation of the pool assets.
    (viii) The effect on security holders if not enough cash flow is 
received from the realization of the residual values, whether there are 
any provisions to address this contingency, and how any cash flow 
greater than that necessary to pay security holders will be allocated.
    (e) Representations and warranties and modification provisions 
relating to the pool assets. Provide the following information:
    (1) Representations and warranties. Summarize any representations 
and warranties made concerning the pool assets by the sponsor, 
transferor, originator or other party to the transaction, and describe 
briefly the remedies available if those representations and warranties 
are breached, such as repurchase obligations.
    (2) Modification provisions. Describe any provisions in the 
transaction agreements governing the modification of the terms of any 
asset, including how such modification may affect the cash flows from 
the assets or to the securities.
    (f) Claims on pool assets. Describe any material direct or 
contingent claim that parties other than the holders of the asset-backed 
securities have on any pool assets. Also, describe any material cross-
collateralization or cross-default provisions relating to the pool 
assets.
    (g) Revolving periods, prefunding accounts and other changes to the 
asset pool. If the transaction contemplates a prefunding or revolving 
period, provide the following information, as applicable. Provide 
similar information regarding any other circumstances where pool assets 
may be added, substituted or removed from the asset pool, such as in the 
event of additional issuances of asset-backed securities in a master 
trust or a breach of a pool asset representation or warranty:
    (1) The term or duration of any prefunding or revolving period.
    (2) For prefunding periods, the amount of proceeds to be deposited 
in the prefunding account.
    (3) For revolving periods, the maximum amount of additional assets 
that may be acquired during the revolving period, if applicable.
    (4) The percentage of the asset pool and any class or series of the 
asset-backed securities represented by the prefunding account or the 
revolving account, if applicable.

[[Page 549]]

    (5) Triggers or events that would trigger limits on or terminate the 
prefunding or revolving period and the effects of such triggers. In 
particular for a revolving period, describe the operation of the 
revolving period and the amortization period.
    (6) When and how new pool assets may be acquired during the 
prefunding or revolving period, and if, when and how pool assets can be 
removed or substituted. Describe any limits on the amount, type or speed 
with which pool assets may be acquired, substituted or removed.
    (7) The acquisition or underwriting criteria for additional pool 
assets to be acquired during the prefunding or revolving period, 
including a description of any differences from the criteria used to 
select the current asset pool.
    (8) Which party has the authority to add, remove or substitute 
assets from the asset pool or determine if such pool assets meet the 
acquisition or underwriting criteria for additional pool assets. In 
addition, disclose whether or not there will be any independent 
verification of such person's exercise of authority or determinations.
    (9) Any requirements to add or remove minimum amounts of pool assets 
and any effects of not meeting those requirements.
    (10) If applicable, the procedures and standards for the temporary 
investment of funds in a prefunding or revolving account pending use 
(including the disposition of gains and losses on pending funds) and a 
description of the financial products or instruments eligible for such 
accounts.
    (11) The circumstances under which funds in a prefunding or 
revolving account will be returned to investors or otherwise disposed 
of.
    (12) A statement of whether, and if so, how, investors will be 
notified of changes to the asset pool.
    (h) Asset-level information. (1) If the asset pool includes 
residential mortgages, commercial mortgages, automobile loans, 
automobile leases, debt securities or resecuritizations of asset-backed 
securities, provide asset-level information for each asset or security 
in the pool in the manner specified in Schedule AL (Sec. 229.1125).
    (2) File the disclosures as an Asset Data File (as defined in 
Sec. 232.11 of this chapter) in the format required by the EDGAR Filer 
Manual. See Sec. 232.301 of this chapter.
    (3) File the Asset Data File as an exhibit to Form ABS-EE 
(Sec. 249.1401 of this chapter) in accordance with Item 601(b)(102) of 
Regulation S-K (Sec. 229.601(b)(102)).
    (4) A registrant may provide additional explanatory disclosure 
related to an Asset Data File by filing an asset related document as an 
exhibit to Form ABS-EE (Sec. 249.1401 of this chapter) in accordance 
with Item 601(b)(103) of Regulation S-K (Sec. 229.601(b)(103)).
    (5) A registrant may provide other asset-level information in 
addition to the information required by Schedule AL (Sec. 229.1125) by 
filing an asset related document as an exhibit to Form ABS-EE 
(Sec. 249.1401 of this chapter) in accordance with Item 601(b)(103) of 
Regulation S-K (Sec. 229.601(b)(103)). The asset related document(s) 
must contain the definitions and formulas for each additional data point 
and the related tagged data and may contain explanatory disclosure about 
each additional data point.

    Instruction to Item 1111(h). All of the information required by this 
Item must be provided at the time of every filing for each asset that 
was in the asset pool during the reporting period, including assets 
removed prior to the end of the reporting period.


[70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4243, Jan. 25, 2011; 79 
FR 57315, Sept. 24, 2014]



Sec. 229.1112  (Item 1112) Significant obligors of pool assets.

    (a) Descriptive information. Provide the following information for 
each significant obligor:
    (1) The name of the obligor.
    (2) The organizational form and general character of the business of 
the obligor.
    (3) The nature of the concentration of the pool assets with the 
obligor.
    (4) The material terms of the pool assets and the agreements with 
the obligor involving the pool assets.
    (b) Financial information. (1) If the pool assets relating to a 
significant obligor represent 10% or more, but less than 20%, of the 
asset pool, provide selected financial data required by Item

[[Page 550]]

301 of Regulation S-K (Sec. 229.301) for the significant obligor, 
provided, however, that for a significant obligor under Item 1101(k)(2) 
of this Regulation AB, only net operating income for the most recent 
fiscal year and interim period is required.
    (2) If pool assets relating to a significant obligor represent 20% 
or more of the asset pool, provide financial statements meeting the 
requirements of Regulation S-X (Secs. 210.1-01 through 210.12-29 of this 
chapter), except Sec. 210.3-05 of this chapter and Article 11 of 
Regulation S-X (Secs. 210.11-01 through 210.11-03 of this chapter), of 
the significant obligor. Financial statements of such obligor and its 
subsidiaries consolidated (as required by Sec. 240.14a-3(b) of this 
chapter) shall be filed under this item.

Instructions to Item 1112(b): 1. No information need be provided 
pursuant to paragraph (b) of this section if the obligations of the 
significant obligor as they relate to the pool assets are backed by the 
full faith and credit of the United States.
    2. If the significant obligor is an asset-backed issuer and the pool 
assets relating to the significant obligor are asset-backed securities, 
provide the following information in lieu of the information required by 
paragraph (b) of this section:
    a. For a registration statement under the Securities Act or the 
Exchange Act or a prospectus to be filed pursuant to Sec. 230.424 of 
this chapter, the information required by Items 1104 through 1115, 1117 
and 1119 of this Regulation AB regarding such asset-backed securities; 
and
    b. For an Exchange Act report on Form 10-K or Form 10-D 
(Sec. 249.310 or 249.312 of this chapter), the information required by 
General Instruction J. of Form 10-K regarding such asset-backed 
securities for the period for which the last Form 10-K of the asset-
backed securities was due (or would have been due if such asset-backed 
securities are not required to file reports with the Commission pursuant 
to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 
78o(d)).
    3. If the significant obligor is a foreign business (as defined 
Sec. 210.1-02 of this chapter):
    a. Paragraph (b)(1) of this section may be complied with by 
providing the information required by Item 3.A. of Form 20-F 
(Sec. 249.220f of this chapter). If a reconciliation to U.S. generally 
accepted accounting principles called for by Instruction 2. to Item 3.A. 
of Form 20-F is unavailable or not obtainable without unreasonable cost 
or expense, at a minimum provide a narrative description of all material 
variations in accounting principles, practices and methods used in 
preparing the non-U.S. GAAP financial statements used as a basis for the 
selected financial data from those accepted in the U.S.
    b. Paragraph (b)(2) of this section may be complied with by 
providing financial statements meeting the requirements of Item 17 of 
Form 20-F for the periods specified by Item 8.A. of Form 20-F.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014]



Sec. 229.1113  (Item 1113) Structure of the transaction.

    (a) Description of the securities and transaction structure. In 
providing the information required by Item 202 of Regulation S-K 
(Sec. 229.202), address the following specific factors relating to the 
asset-backed securities, as applicable:
    (1) The types or categories of securities that may be offered, such 
as interest-weighted or principal-weighted classes (including IO 
(interest only) or PO (principal only) securities), planned amortization 
or companion classes or residual or subordinated interests.
    (2) The flow of funds for the transaction, including the payment 
allocations, rights and distribution priorities among all classes of the 
issuing entity's securities, and within each class, with respect to cash 
flows, credit enhancement or other support and any other structural 
features designed to enhance credit, facilitate the timely payment of 
monies due on the pool assets or owing to security holders, adjust the 
rate of return on the asset-backed securities, or preserve monies that 
will or might be distributed to security holders. In addition to an 
appropriate narrative discussion of the allocation and priority 
structure of pool cash flows, present the flow of funds graphically if 
doing so will aid understanding. In the flow of funds discussion, 
provide information regarding any requirements directing cash flows from 
the pool assets (such as to reserve accounts, cash collateral accounts 
or expenses) and the purpose and operation of such requirements.
    (3) In describing the interest rate or rate of return on the asset-
backed securities and how such amounts are payable, explain how the rate 
is determined and how frequently it will be determined. If the rate to 
be paid can be a combination of two or more rates

[[Page 551]]

(such as the lesser of a variable rate or the actual weighted average 
net coupon on the pool assets), provide clear information regarding each 
rate and when each rate applies.
    (4) How principal, if any, will be paid on the asset-backed 
securities, including maturity dates, amortization or principal 
distribution schedules, principal distribution dates, formulas for 
calculating principal distributions from the cash flows and other 
factors that will affect the timing or amount of principal payments for 
each class of securities.
    (5) The denominations in which the asset-backed securities may be 
issued.
    (6) Any specified changes to the transaction structure that would be 
triggered upon a default or event of default (such as a change in 
distribution priority among classes).
    (7) Any liquidation, amortization, performance or similar triggers 
or events, and the rights of investors or changes to the transaction 
structure or flow of funds if such events were to occur.
    (i) Describe how the delinquency threshold that triggers a review by 
the asset representations reviewer was determined to be appropriate. In 
describing the appropriateness of such delinquency threshold, compare 
such delinquency threshold against the delinquencies disclosed for prior 
securitized pools of the sponsor for that asset type in accordance with 
Item 1105 of Regulation AB (Sec. 229.1105).
    (ii) [Reserved]
    (8) Whether the servicer or other party is required to provide 
periodic evidence of the absence of a default or of compliance with the 
terms of the transaction agreements.
    (9) If applicable, the extent, expressed as a percentage, the 
transaction is overcollateralized or undercollateralized as measured by 
comparing the principal balance of the asset-backed securities to the 
asset pool.
    (10) Any provisions contained in other securities that could result 
in a cross-default or cross-collateralization.
    (11) Any minimum standards, restrictions or suitability requirements 
regarding potential investors in purchasing the securities or any 
restrictions on ownership or transfer of the securities.
    (12) Security holder vote required to amend the transaction 
documents and allocation of voting rights among security holders.
    (b) Distribution frequency and cash maintenance. (1) Disclose the 
frequency of distribution dates for the asset-backed securities and the 
collection periods for the pool assets.
    (2) Describe how cash held pending distribution or other uses is 
held and invested. Also describe the length of time cash will be held 
pending distributions to security holders. Identify the party or parties 
with access to cash balances and the authority to invest cash balances. 
Specify who determines any decisions regarding the deposit, transfer or 
disbursement of pool asset cash flows and whether there will be any 
independent verification of the transaction accounts or account 
activity.
    (c) Fees and expenses. Provide in a separate table an itemized list 
of all fees and expenses to be paid or payable out of the cash flows 
from the pool assets. In itemizing the fees and expenses, also indicate 
their general purpose, the party receiving such fees or expenses, the 
source of funds for such fees or expenses (if different from other fees 
or expenses or if such fees or expenses are to be paid from a specified 
portion of the cash flows) and the distribution priority of such 
expenses. If the amount of such fees or expenses is not fixed, provide 
the formula used to determine such fees or expenses. The tabular 
presentation should be accompanied by footnotes or other accompanying 
narrative disclosure to the extent necessary for an understanding of the 
timing or amount of such fees or expenses, such as any restrictions or 
limits on fees or whether the estimate may change in certain instances, 
such as in an event of default (and how the fees would change in such an 
instance or the factors that would affect the change). In addition, 
through footnote or other accompanying narrative disclosure, describe if 
any, and if so how, such fees or expenses can be changed without notice 
to, or approval by, security holders and any restrictions on the ability 
to change a fee or expense

[[Page 552]]

amount, such as due to a change in transaction party.
    (d) Excess cash flow. (1) Describe the disposition of residual or 
excess cash flows. Identify who owns any residual or retained interests 
to the cash flows if such person is affiliated with the sponsor, 
depositor, issuing entity or any entity identified in Item 1119(a) of 
this Regulation AB or if such person has rights that may alter the 
transaction structure beyond receipt of residual or excess cash flows. 
Describe such rights, as material.
    (2) Disclose any requirements in the transaction agreements to 
maintain a minimum amount of excess cash flow or spread from, or 
retained interest in, the transaction and any actions that would be 
required or changes to the transaction structure that would occur if 
such requirements were not met.
    (3) To the extent material to an understanding of the asset-backed 
securities, disclose any features or arrangements to facilitate a 
securitization of the excess cash flow or retained interest from the 
transaction, including whether any material changes to the transaction 
structure may be made without the consent of asset-backed security 
holders in connection with these securitizations.
    (e) Master trusts. If one or more additional series or classes have 
been or may be issued that are backed by the same asset pool, provide 
information regarding the additional securities to the extent material 
to an understanding of their effect on the securities being offered, 
including the following:
    (1) Relative priority of such additional securities to the 
securities being offered and rights to the underlying pool assets and 
their cash flows.
    (2) Allocation of cash flow from the asset pool and any expenses or 
losses among the various series or classes.
    (3) Terms under which such additional series or classes may be 
issued and pool assets increased or changed.
    (4) The terms of any security holder approval or notification of 
such additional securities.
    (5) Which party has the authority to determine whether such 
additional securities may be issued. In addition, if there are 
conditions to such additional issuance, disclose whether or not there 
will be an independent verification of such person's exercise of 
authority or determinations.
    (f) Optional or mandatory redemption or termination. (1) If any 
class of the asset-backed securities includes an optional or mandatory 
redemption or termination feature, provide the following information:
    (i) Terms for triggering the redemption or termination.
    (ii) The identity of the party that holds the redemption or 
termination option or obligation, as well as whether such party is an 
affiliate of the sponsor, depositor, issuing entity or any entity 
identified in Item 1119(a) of this Regulation AB.
    (iii) The amount of the redemption or repurchase price or formula 
for determining such amount.
    (iv) The procedures for redemption or termination, including any 
notices to security holders.
    (v) If the amount allocated to security holders is reduced by 
losses, the policy regarding any amounts recovered after redemption or 
termination.
    (2) The title of any class of securities with an optional redemption 
or termination feature that may be exercised when 25% or more of the 
original principal balance of the pool assets is still outstanding must 
include the word ``callable,'' provided, however, that in the case of a 
master trust, a title of a class of securities must include the word 
``callable'' when an optional redemption or termination feature may be 
exercised when 25% or more of the original principal balance of the 
particular series in which the class was issued is still outstanding.
    (g) Prepayment, maturity and yield considerations. (1) Describe any 
models, including the related material assumptions and limitations, used 
as a means to identify cash flow patterns with respect to the pool 
assets.
    (2) Describe to the extent material the degree to which each class 
of securities is sensitive to changes in the rate of payment on the pool 
assets (e.g., prepayment or interest rate sensitivity), and describe the 
consequences of such changing rate of payment. Provide statistical 
information of such effects, such as the effect of

[[Page 553]]

prepayments on yield and weighted average life.
    (3) Describe any special allocations of prepayment risks among the 
classes of securities, and whether any class protects other classes from 
the effects of the uncertain timing of cash flow.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014]



Sec. 229.1114  (Item 1114) Credit enhancement and other support, except
for certain derivatives instruments.

    (a) Descriptive information. To the extent material, describe the 
following, including a clear discussion of the manner in which each 
potential item is designed to affect or ensure timely payment of the 
asset-backed securities:
    (1) Any external credit enhancement designed to ensure that the 
asset-backed securities or pool assets will pay in accordance with their 
terms, such as bond insurance, letters of credit or guarantees.
    (2) Any mechanisms to ensure that payments on the asset-backed 
securities are timely, such as liquidity facilities, lending facilities, 
guaranteed investment contracts and minimum principal payment 
agreements.
    (3) Any derivatives whose primary purpose is to provide credit 
enhancement related to pool assets or the asset-backed securities.
    (4) Any internal credit enhancement as a result of the structure of 
the transaction that increases the likelihood that payments will be made 
on one or more classes of the asset-backed securities in accordance with 
their terms, such as subordination provisions, overcollateralization, 
reserve accounts, cash collateral accounts or spread accounts.

Instructions to Item 1114(a): 1. Include a description of the material 
terms of any enhancement or support described, including any limits on 
the timing or amount of the enhancement or support or any conditions 
that must be met before the enhancement or support can be accessed. The 
enhancement or support agreement is to be filed as an exhibit. Also 
describe any provisions regarding the substitution of enhancement or 
support.
    2. This Item should not be construed as allowing anything other than 
an asset-backed security whose payment is based primarily by reference 
to the performance of the receivables or other financial assets in the 
asset pool.

    (b) Information regarding significant enhancement providers--(1) 
Descriptive information. If an entity or group of affiliated entities 
providing enhancement or other support described in paragraph (a) of 
this section is liable or contingently liable to provide payments 
representing 10% or more of the cash flow supporting any offered class 
of asset-backed securities, provide the following information:
    (i) The name of such enhancement provider.
    (ii) The organizational form of enhancement provider.
    (iii) The general character of the business of such enhancement 
provider.
    (2) Financial information. (i) If any entity or group of affiliated 
entities providing enhancement or other support described in paragraph 
(a) of this section is liable or contingently liable to provide payments 
representing 10% or more, but less than 20%, of the cash flow supporting 
any offered class of the asset-backed securities, provide financial data 
required by Item 301 of Regulation S-K (Sec. 229.301) for each such 
entity or group of affiliated entities.
    (ii) If any entity or group of affiliated entities providing 
enhancement or other support described in paragraph (a) of this section 
is liable or contingently liable to provide payments representing 20% or 
more of the cash flow supporting any offered class of the asset-backed 
securities, provide financial statements meeting the requirements of 
Regulation S-X (Secs. 210.1-01 through 210.12-29 of this chapter), 
except Sec. 210.3-05 of this chapter and Article 11 of Regulation S-X 
(Secs. 210.11-01 through 210.11-03 of this chapter), of such entity or 
group of affiliated entities. Financial statements of such enhancement 
provider and its subsidiaries consolidated (as required by Sec. 240.14a-
3(b) of this chapter) shall be filed under this item.

Instruction 1 to Item 1114(b). The requirements in paragraph (b) of this 
section apply to all providers of external credit enhancement or other 
support, other than those described in Item 1115 of this Regulation AB. 
Enhancement may support payment on the pool assets or payments on the 
asset-backed securities themselves.

[[Page 554]]

    Instruction 2 to Item 1114(b). No information need be provided 
pursuant to paragraph (b)(2) of this section if the obligations of the 
enhancement provider are backed by the full faith and credit of the 
United States.
    Instruction 3 to Item 1114(b). If the pool assets are student loans 
originated under the Federal Family Education Loan Program of the Higher 
Education Act of 1965 (20 U.S.C. 1001 et seq.)) and the enhancement 
provider for the pool assets is a guarantee agency as defined under the 
Higher Education Act, then the following information may be provided in 
lieu of providing financial information required pursuant to paragraph 
(b)(2) of this section:
    a. The number of pool assets and aggregate outstanding principal 
balance of pool assets guaranteed by the guarantee agency (both by 
number and percentage of the asset pool as of the cut-off date or other 
applicable date).
    b. Disclosure of the following with respect to the guarantee agency, 
as applicable, including a brief description regarding the method of 
calculation, covering at least five federal fiscal years:
    i. Aggregate principal amount of all student loans guaranteed.
    ii. Reserve ratio.
    iii. Recovery rate.
    iv. Loss rate.
    v. Claims rate.
    Instruction 4 to Item 1114(b). If the enhancement provider is a 
foreign business (as defined Sec. 210.1-02 of this chapter):
    a. Paragraph (b)(2)(i) of this section may be complied with by 
providing the information required by Item 3.A. of Form 20-F 
(Sec. 249.220f of this chapter). If a reconciliation to U.S. generally 
accepted accounting principles called for by Instruction 2. to Item 3.A. 
of Form 20-F is unavailable or not obtainable without unreasonable cost 
or expense, at a minimum provide a narrative description of all material 
variations in accounting principles, practices and methods used in 
preparing the non-U.S. GAAP financial statements used as a basis for the 
selected financial data from those accepted in the U.S.
    b. Paragraph (b)(2)(ii) of this section may be complied with by 
providing financial statements meeting the requirements of Item 17 of 
Form 20-F for the periods specified by Item 8.A. of Form 20-F.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014]



Sec. 229.1115  (Item 1115) Certain derivatives instruments.

    This item relates to derivative instruments, such as interest rate 
and currency swap agreements, that are used to alter the payment 
characteristics of the cashflows from the issuing entity and whose 
primary purpose is not to provide credit enhancement related to the pool 
assets or the asset-backed securities. For purposes of this section, the 
``significance estimate'' of the derivative instrument is to be 
determined based on a reasonable good-faith estimate of maximum probable 
exposure, made in substantially the same manner as that used in the 
sponsor's internal risk management process in respect of similar 
instruments. The ``significance percentage'' is the percentage that the 
amount of the significance estimate represents of the aggregate 
principal balance of the pool assets, provided, that if the derivative 
instrument relates only to one or more classes of the asset-backed 
securities, the ``significance percentage'' is the percentage that the 
amount of the significance estimate represents of the aggregate 
principal balance of such classes.
    (a) Descriptive information. (1) Describe the following regarding 
the external counterparty:
    (i) The name of the derivative counterparty.
    (ii) The organizational form of the derivative counterparty.
    (iii) The general character of the business of the derivative 
counterparty.
    (2) Describe the operation and material terms of the derivative 
instrument, including any limits on the timing or amount of payments or 
any conditions to payments.
    (3) Describe any material provisions regarding substitution of the 
derivative instrument.
    (4) At a minimum, disclose whether the significance percentage, as 
calculated in accordance with this section, is less than 10%, at least 
10% but less than 20%, or 20% or more.
    (5) File the agreement relating to the derivative instrument as an 
exhibit.
    (b) Financial information. (1) If the aggregate significance 
percentage related to any entity or group of affiliated entities 
providing derivative instruments contemplated by this section is 10% or 
more, but less than 20%, provide financial data required by Item 301 of 
Regulation S-K (Sec. 229.301) for such entity or group of affiliated 
entities.
    (2) If the aggregate significance percentage related to any entity 
or group

[[Page 555]]

of affiliated entities providing derivative instruments contemplated by 
this section is 20% or more, provide financial statements meeting the 
requirements of Regulation S-X (Secs. 210.1-01 through 210.12-29 of this 
chapter), except Sec. 210.3-05 of this chapter and Article 11 of 
Regulation S-X (Secs. 210.11-01 through 210.11-03 of this chapter), of 
such entity or group of affiliated entities. Financial statements of 
such entity and its subsidiaries consolidated (as required by 
Sec. 240.14a-3(b) of this chapter) shall be filed under this item.

Instructions to Item 1115: 1. Instructions 2 and 4 to Item 1114(b) of 
this Regulation AB apply to the information contemplated by paragraph 
(b) of this item.
    2. This Item should not be construed as allowing anything other than 
an asset-backed security whose payment is based primarily by reference 
to the performance of the receivables or other financial assets in the 
asset pool.

[70 FR 1597, Jan. 7, 2005, as amended at 81 FR 40512, June 22, 2016]



Sec. 229.1116  (Item 1116) Tax matters.

    Provide a brief, clear and understandable summary of:
    (a) The tax treatment of the asset-backed securities transaction 
under federal income tax laws.
    (b) The material federal income tax consequences of purchasing, 
owning and selling the asset-backed securities. If any of the material 
federal income tax consequences are not expected to be the same for 
investors in all classes offered by the registration statement, describe 
the material differences.
    (c) The substance of counsel's tax opinion, including identification 
of the material consequences upon which counsel has not been asked, or 
is unable, to opine.



Sec. 229.1117  (Item 1117) Legal proceedings.

    Describe briefly any legal proceedings pending against the sponsor, 
depositor, trustee, issuing entity, servicer contemplated by Item 
1108(a)(3) of this Regulation AB, originator contemplated by Item 
1110(b) of this Regulation AB, or other party contemplated by Item 
1100(d)(1) of this Regulation AB, or of which any property of the 
foregoing is the subject, that is material to security holders. Include 
similar information as to any such proceedings known to be contemplated 
by governmental authorities.



Sec. 229.1118  (Item 1118) Reports and additional information.

    (a) Reports required under the transaction documents. Describe the 
reports or other documents provided to security holders required under 
the transaction agreements, including information included, schedule and 
manner of distribution or other availability, and the entity or entities 
that will prepare and provide the reports.
    (b) Reports to be filed with the Commission. (1) Specify the names, 
and if available, the Commission file numbers of the entity or entities 
under which reports about the asset-backed securities will be filed with 
the Securities and Exchange Commission. Identify the reports and other 
information filed with the Commission.
    (2) State that the public may read and copy any materials filed with 
the Commission at the Commission's Public Reference Room at 100 F 
Street, NE., Washington, DC 20549, on official business days between the 
hours of 10 a.m. and 3 p.m. State that the public may obtain information 
on the operation of the Public Reference Room by calling the Securities 
and Exchange Commission at 1-800-SEC-0330. State that the Commission 
maintains an Internet site that contains reports, proxy and information 
statements, and other information regarding issuers that file 
electronically with the Commission and state the address of that site 
(http://www.sec.gov).
    (c) Web site access to reports. (1) State whether the issuing 
entity's annual reports on Form 10-K (Sec. 249.310 of this chapter), 
distribution reports on Form 10-D (Sec. 249.312 of this chapter), 
current reports on Form 8-K (Sec. 249.308 of this chapter), and 
amendments to those reports filed or furnished pursuant to section 13(a) 
or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) will be made 
available on the Web site of a specified transaction party (e.g., the 
sponsor, depositor, servicer, issuing entity or trustee) as soon as 
reasonably

[[Page 556]]

practicable after such material is electronically filed with, or 
furnished to, the Commission.
    (2) Disclose whether other reports to security holders or 
information about the asset-backed securities will be made available in 
this manner.
    (3) If filings and other reports will be made available in this 
manner, disclose the Web site address where such filings may be found.
    (4) If filings and other reports will not be made available in this 
manner, describe the reasons why they will not and whether an identified 
transaction party voluntarily will provide electronic or paper copies of 
those filings and other reports free of charge upon request.

[70 FR 1597, Jan. 7, 2005, as amended at 73 FR 967, Jan. 4, 2008]



Sec. 229.1119  (Item 1119) Affiliations and certain relationships and
related transactions.

    (a) Describe if so, and how, the sponsor, depositor or issuing 
entity is an affiliate (as defined in Sec. 230.405 of this chapter) of 
any of the following parties as well as, to the extent known and 
material, if so, and how, any of the following parties are affiliates of 
any of the other following parties:
    (1) Servicer contemplated by Item 1108(a)(3) of this Regulation AB.
    (2) Trustee.
    (3) Originator contemplated by Item 1110 of this Regulation AB.
    (4) Significant obligor contemplated by Item 1112 of this Regulation 
AB.
    (5) Enhancement or support provider contemplated by Items 1114 or 
1115 of this Regulation AB.
    (6) Any other material parties related to the asset-backed 
securities contemplated by Item 1100(d)(1) of this Regulation AB.
    (7) Asset representations reviewer.
    (b) Describe whether there is, and if so the general character of, 
any business relationship, agreement, arrangement, transaction or 
understanding that is entered into outside the ordinary course of 
business or is on terms other than would be obtained in an arm's length 
transaction with an unrelated third party, apart from the asset-backed 
securities transaction, between the sponsor, depositor or issuing entity 
and any of the parties in paragraphs (a)(1) through (a)(6) of this 
section, or any affiliates of such parties, that currently exists or 
that existed during the past two years and that is material to an 
investor's understanding of the asset-backed securities.

Instruction to Item 1119(b): What is required is information material to 
an investor's understanding of the asset-backed securities. A detailed 
description or itemized listing of all commercial relationships among 
the parties is not required. Instead, the disclosure should indicate 
whether any relationships outside of the asset-backed securities 
transaction do exist that are outside the normal course and the general 
character of those relationships.
    (c) Notwithstanding paragraph (b) of this section, describe, to the 
extent material, any specific relationships involving or relating to the 
asset-backed securities transaction or the pool assets, including the 
material terms and approximate dollar amount involved, between the 
sponsor, depositor or issuing entity and any of the parties in 
paragraphs (a)(1) through (a)(6) of this section, or any affiliates of 
such parties, that currently exists or that existed during the past two 
years.

Instruction to Item 1119: With respect to disclosure in an annual report 
on Form 10-K, information required by this Item 1119 may be omitted to 
the extent that substantially the same information had been provided 
previously in an annual report on Form 10-K (Sec. 249.310) for the 
asset-backed securities or in an effective registration statement under 
the Securities Act or a prospectus timely filed pursuant to Sec. 230.424 
of this chapter under the same Central Index Key (CIK) code as the 
current annual report on Form 10-K.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014]



Sec. 229.1120  (Item 1120) Ratings.

    Disclose whether the issuance or sale of any class of offered 
securities is conditioned on the assignment of a rating by one or more 
rating agencies, whether or not NRSROs. If so, identify each rating 
agency and the minimum rating that must be assigned. Describe any 
arrangements to have such rating monitored while the asset-backed 
securities are outstanding.

[[Page 557]]



Sec. 229.1121  (Item 1121) Distribution and pool performance information.

    (a) Describe the distribution for the related distribution period 
and the performance of the asset pool during the distribution period. 
Provide appropriate introductory and explanatory information to 
introduce any material terms, parties or abbreviations used (or a cross-
reference to a Commission filing where such information may be found). 
Present statistical information in tabular or graphical format, if such 
presentation will aid understanding. While the material information 
regarding the related distribution and pool performance will vary 
depending on the nature of the transaction, such information may 
include, among other things:
    (1) Any applicable record dates, accrual dates, determination dates 
for calculating distributions and actual distribution dates for the 
distribution period.
    (2) Cash flows received and the sources thereof for distributions, 
fees and expenses (including portfolio yield, if applicable).
    (3) Calculated amounts and distribution of the flow of funds for the 
period itemized by type and priority of payment, including:
    (i) Fees or expenses accrued and paid, with an identification of the 
general purpose of such fees and the party receiving such fees or 
expenses.
    (ii) Payments accrued or paid with respect to enhancement or other 
support identified in Item 1114 of this Regulation AB (such as insurance 
premiums or other enhancement maintenance fees), with an identification 
of the general purpose of such payments and the party receiving such 
payments.
    (iii) Principal, interest and other distributions accrued and paid 
on the asset-backed securities by type and by class or series and any 
principal or interest shortfalls or carryovers.
    (iv) The amount of excess cash flow or excess spread and the 
disposition of excess cash flow.
    (4) Beginning and ending principal balances of the asset-backed 
securities.
    (5) Interest rates applicable to the pool assets and the asset-
backed securities, as applicable. Consider providing interest rate 
information for pool assets in appropriate distributional groups or 
incremental ranges.
    (6) Beginning and ending balances of transaction accounts, such as 
reserve accounts, and material account activity during the period.
    (7) Any amounts drawn on any credit enhancement or other support 
identified in Item 1114 of this Regulation AB, as applicable, and the 
amount of coverage remaining under any such enhancement, if known and 
applicable.
    (8) Number and amount of pool assets at the beginning and ending of 
each period, and updated pool composition information, such as weighted 
average coupon, weighted average life, weighted average remaining term, 
pool factors and prepayment amounts. For asset-backed securities backed 
by leases where a portion of the securitized pool balance is 
attributable to residual values of the physical property underlying the 
leases, this information also would include turn-in rates and residual 
value realization rates.
    (9) Delinquency and loss information for the period. Present 
historical delinquency and loss information in accordance with Item 
1100(b) of this Regulation AB (Sec. 229.1100(b)) through no less than 
120 days.
    (10) Information on the amount, terms and general purpose of any 
advances made or reimbursed during the period, including the general use 
of funds advanced and the general source of funds for reimbursements.
    (11) Any material modifications, extensions or waivers to pool asset 
terms, fees, penalties or payments during the distribution period or 
that have cumulatively become material over time.
    (12) Material breaches of pool asset representations or warranties 
or transaction covenants.
    (13) Information on ratio, coverage or other tests used for 
determining any early amortization, liquidation or other performance 
trigger and whether the trigger was met.
    (14) Information regarding any new issuance of asset-backed 
securities backed by the same asset pool, any pool asset changes (other 
than in connection with a pool asset converting into cash in accordance 
with its terms), such as additions or removals

[[Page 558]]

in connection with a prefunding or revolving period and pool asset 
substitutions and repurchases (and purchase rates, if applicable), and 
cash flows available for future purchases, such as the balances of any 
prefunding or revolving accounts, if applicable. Disclose any material 
changes in the solicitation, credit-granting, underwriting, origination, 
acquisition or pool selection criteria or procedures, as applicable, 
used to originate, acquire or select the new pool assets.
    (b) During a prefunding or revolving period, or if there has been a 
new issuance of asset-backed securities backed by the same pool under a 
master trust during the fiscal year of the issuing entity, provide the 
information required by Items 1110, 1111 and 1112 of this Regulation AB 
applied taking the revised pool composition into account in the Form 10-
D report (Sec. 249.312 of this chapter) for the last required 
distribution of the fiscal year of the issuing entity. In addition, 
provide such updated information in the first Form 10-D report for the 
period in which the prefunding or revolving period ends (if applicable). 
However, no disclosure need be provided by this paragraph if the 
information has not materially changed from that previously provided in 
an Exchange Act report relating to the asset-backed securities or in an 
effective registration statement under the Securities Act or a 
prospectus timely filed pursuant to Sec. 230.424 of this chapter under 
the same Central Index Key (CIK) code regarding a subsequent issuance of 
asset-backed securities backed by a pool of assets that includes the 
pool assets that are the subject of this paragraph.
    (c) Repurchases and replacements. (1) Provide the information 
required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets 
of the pool that were subject of a demand to repurchase or replace for 
breach of the representations and warranties.
    (2) Include a reference to the most recent Form ABS-15G (17.CFR 
249.1400) filed by the securitizer (as that term is defined in Section 
15G(a) of the Securities Exchange Act of 1934) and disclose the CIK 
number of the securitizer.
    (d) Asset review. (1) If during the distribution period a review of 
the underlying assets for compliance with the representations and 
warranties on the underlying assets is required, provide the following 
information, as applicable:
    (i) A description of the event(s) that triggered the review during 
the distribution period; and
    (ii) If the asset representations reviewer provided to the trustee 
during the distribution period a report of the findings and conclusions 
of the review, a summary of the report.
    (2) Change in asset representations reviewer. If during the 
distribution period an asset representations reviewer has resigned or 
has been removed, replaced or substituted, or if a new asset 
representations reviewer has been appointed, state the date the event 
occurred and the circumstances surrounding the change. If a new asset 
representations reviewer has been appointed, provide the disclosure 
required by Item 1109(b) (Sec. 229.1109(b)), as applicable, regarding 
such asset representations reviewer.
    (e) Investor communication. Disclose any request received from an 
investor to communicate with other investors during the reporting period 
received by the party responsible for making the Form 10-D filings on or 
before the end date of a distribution period. The disclosure regarding 
the request to communicate is required to include the name of the 
investor making the request, the date the request was received, a 
statement to the effect that the party responsible for filing the Form 
10-D (Sec. 249.312 of this chapter) has received a request from such 
investor, stating that such investor is interested in communicating with 
other investors with regard to the possible exercise of rights under the 
transaction agreements, and a description of the method by which other 
investors may contact the requesting investor.

    Instruction to Item 1121(e). The party responsible for filing the 
Form 10-D (Sec. 249.312 of this chapter) is required to disclose an 
investor's interest to communicate only where the communication relates 
to an investor exercising its rights under the terms of the transaction 
agreement.


[70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 
FR 57315, Sept. 24, 2014]

[[Page 559]]



Sec. 229.1122  (Item 1122) Compliance with applicable servicing criteria.

    (a) Reports on assessment of compliance with servicing criteria for 
asset-backed securities. As required by paragraph (b) of Sec. 240.13a-18 
or 240.15d-18 of this chapter, provide as an exhibit from each party 
participating in the servicing function a report on an assessment of 
compliance with the servicing criteria set forth in paragraph (d) of 
this section that contains the following:
    (1) A statement of the party's responsibility for assessing 
compliance with the servicing criteria applicable to it;
    (2) A statement that the party used the criteria in paragraph (d) of 
this section to assess compliance with the applicable servicing 
criteria;
    (3) The party's assessment of compliance with the applicable 
servicing criteria as of and for the period ending the end of the fiscal 
year covered by the Form 10-K report (Sec. 249.310 of this chapter). 
This discussion must include disclosure of any material instance of 
noncompliance identified by the party; and
    (4) A statement that a registered public accounting firm has issued 
an attestation report on the party's assessment of compliance with the 
applicable servicing criteria as of and for the period ending the end of 
the fiscal year covered by the Form 10-K report.
    (b) Registered public accounting firm attestation reports. Provide 
the registered public accounting firm's attestation report required by 
paragraph (c) of Sec. 240.13a-18 or 240.15d-18 of this chapter on the 
party's assessment of compliance with the applicable servicing criteria 
as an exhibit.
    (c) Additional disclosure for the Form 10-K report. (1) If any 
party's report on assessment of compliance with servicing criteria 
required by paragraph (a) of this section, or related registered public 
accounting firm attestation report required by paragraph (b) of this 
section, identifies any material instance of noncompliance with the 
servicing criteria, identify the material instance of noncompliance in 
the report on Form 10-K (Sec. 249.310 of this chapter). Also disclose 
whether the identified instance was determined to have involved the 
servicing of the assets backing the asset-backed securities covered in 
this Form 10-K report.
    (2) Discuss any steps taken to remedy a material instance of 
noncompliance previously identified by an asserting party for its 
activities with respect to asset-backed securities transactions taken as 
a whole involving such party and that are backed by the same asset type 
backing the asset-backed securities.
    (3) If any party's report on assessment of compliance with servicing 
criteria required by paragraph (a) of this section, or related 
registered public accounting firm attestation report required by 
paragraph (b) of this section, is not included as an exhibit to the Form 
10-K report, disclosure that the report is not included and an 
associated explanation must be provided in the report on Form 10-K.
    (d) Servicing criteria--(1) General servicing considerations. (i) 
Policies and procedures are instituted to monitor any performance or 
other triggers and events of default in accordance with the transaction 
agreements.
    (ii) If any material servicing activities are outsourced to third 
parties, policies and procedures are instituted to monitor the third 
party's performance and compliance with such servicing activities.
    (iii) Any requirements in the transaction agreements to maintain a 
back-up servicer for the pool assets are maintained.
    (iv) A fidelity bond and errors and omissions policy is in effect on 
the party participating in the servicing function throughout the 
reporting period in the amount of coverage required by and otherwise in 
accordance with the terms of the transaction agreements.
    (v) Aggregation of information, as applicable, is mathematically 
accurate and the information conveyed accurately reflects the 
information.
    (2) Cash collection and administration. (i) Payments on pool assets 
are deposited into the appropriate custodial bank accounts and related 
bank clearing accounts no more than two business days of receipt, or 
such other number of days specified in the transaction agreements.

[[Page 560]]

    (ii) Disbursements made via wire transfer on behalf of an obligor or 
to an investor are made only by authorized personnel.
    (iii) Advances of funds or guarantees regarding collections, cash 
flows or distributions, and any interest or other fees charged for such 
advances, are made, reviewed and approved as specified in the 
transaction agreements.
    (iv) The related accounts for the transaction, such as cash reserve 
accounts or accounts established as a form of overcollateralization, are 
separately maintained (e.g., with respect to commingling of cash) as set 
forth in the transaction agreements.
    (v) Each custodial account is maintained at a federally insured 
depository institution as set forth in the transaction agreements. For 
purposes of this criterion, ``federally insured depository institution'' 
with respect to a foreign financial institution means a foreign 
financial institution that meets the requirements of Sec. 240.13k-
1(b)(1) of this chapter.
    (vi) Unissued checks are safeguarded so as to prevent unauthorized 
access.
    (vii) Reconciliations are prepared on a monthly basis for all asset-
backed securities related bank accounts, including custodial accounts 
and related bank clearing accounts. These reconciliations:
    (A) Are mathematically accurate;
    (B) Are prepared within 30 calendar days after the bank statement 
cutoff date, or such other number of days specified in the transaction 
agreements;
    (C) Are reviewed and approved by someone other than the person who 
prepared the reconciliation; and
    (D) Contain explanations for reconciling items. These reconciling 
items are resolved within 90 calendar days of their original 
identification, or such other number of days specified in the 
transaction agreements.
    (3) Investor remittances and reporting. (i) Reports to investors, 
including those to be filed with the Commission, are maintained in 
accordance with the transaction agreements and applicable Commission 
requirements. Specifically, such reports:
    (A) Are prepared in accordance with timeframes and other terms set 
forth in the transaction agreements;
    (B) Provide information calculated in accordance with the terms 
specified in the transaction agreements;
    (C) Are filed with the Commission as required by its rules and 
regulations; and
    (D) Agree with investors' or the trustee's records as to the total 
unpaid principal balance and number of pool assets serviced by the 
servicer.
    (ii) Amounts due to investors are allocated and remitted in 
accordance with timeframes, distribution priority and other terms set 
forth in the transaction agreements.
    (iii) Disbursements made to an investor are posted within two 
business days to the servicer's investor records, or such other number 
of days specified in the transaction agreements.
    (iv) Amounts remitted to investors per the investor reports agree 
with cancelled checks, or other form of payment, or custodial bank 
statements.
    (4) Pool asset administration. (i) Collateral or security on pool 
assets is maintained as required by the transaction agreements or 
related pool asset documents.
    (ii) Pool assets and related documents are safeguarded as required 
by the transaction agreements.
    (iii) Any additions, removals or substitutions to the asset pool are 
made, reviewed and approved in accordance with any conditions or 
requirements in the transaction agreements.
    (iv) Payments on pool assets, including any payoffs, made in 
accordance with the related pool asset documents are posted to the 
applicable servicer's obligor records maintained no more than two 
business days after receipt, or such other number of days specified in 
the transaction agreements, and allocated to principal, interest or 
other items (e.g., escrow) in accordance with the related pool asset 
documents.
    (v) The servicer's records regarding the pool assets agree with the 
servicer's records with respect to an obligor's unpaid principal 
balance.
    (vi) Changes with respect to the terms or status of an obligor's 
pool asset (e.g., loan modifications or re-

[[Page 561]]

agings) are made, reviewed and approved by authorized personnel in 
accordance with the transaction agreements and related pool asset 
documents.
    (vii) Loss mitigation or recovery actions (e.g., forbearance plans, 
modifications and deeds in lieu of foreclosure, foreclosures and 
repossessions, as applicable) are initiated, conducted and concluded in 
accordance with the timeframes or other requirements established by the 
transaction agreements.
    (viii) Records documenting collection efforts are maintained during 
the period a pool asset is delinquent in accordance with the transaction 
agreements. Such records are maintained on at least a monthly basis, or 
such other period specified in the transaction agreements, and describe 
the entity's activities in monitoring delinquent pool assets including, 
for example, phone calls, letters and payment rescheduling plans in 
cases where delinquency is deemed temporary (e.g., illness or 
unemployment).
    (ix) Adjustments to interest rates or rates of return for pool 
assets with variable rates are computed based on the related pool asset 
documents.
    (x) Regarding any funds held in trust for an obligor (such as escrow 
accounts):
    (A) Such funds are analyzed, in accordance with the obligor's pool 
asset documents, on at least an annual basis, or such other period 
specified in the transaction agreements;
    (B) Interest on such funds is paid, or credited, to obligors in 
accordance with applicable pool asset documents and state laws; and
    (C) Such funds are returned to the obligor within 30 calendar days 
of full repayment of the related pool asset, or such other number of 
days specified in the transaction agreements.
    (xi) Payments made on behalf of an obligor (such as tax or insurance 
payments) are made on or before the related penalty or expiration dates, 
as indicated on the appropriate bills or notices for such payments, 
provided that such support has been received by the servicer at least 30 
calendar days prior to these dates, or such other number of days 
specified in the transaction agreements.
    (xii) Any late payment penalties in connection with any payment to 
be made on behalf of an obligor are paid from the servicer's funds and 
not charged to the obligor, unless the late payment was due to the 
obligor's error or omission.
    (xiii) Disbursements made on behalf of an obligor are posted within 
two business days to the obligor's records maintained by the servicer, 
or such other number of days specified in the transaction agreements.
    (xiv) Delinquencies, charge-offs and uncollectible accounts are 
recognized and recorded in accordance with the transaction agreements.
    (xv) Any external enhancement or other support, identified in Item 
1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained 
as set forth in the transaction agreements.

    Instruction 1 to Item 1122: The assessment should cover all asset-
backed securities transactions involving such party and that are backed 
by the same asset type backing the class of asset-backed securities 
which are the subject of the Commission filing. The asserting party may 
take into account divisions among transactions that are consistent with 
actual practices. However, if the asserting party includes in its 
platform less than all of the transactions backed by the same asset type 
that it services, a description of the scope of the platform should be 
included in the assessment.
    Instruction 2 to Item 1122. If certain servicing criteria are not 
applicable to the asserting party based on the activities it performs 
with respect to asset-backed securities transactions taken as a whole 
involving such party and that are backed by the same asset type backing 
the class of asset-backed securities, the inapplicability of the 
criteria must be disclosed in that asserting party's and the related 
registered public accounting firm's reports.
    Instruction 3 to Item 1122. If multiple parties are participating in 
the servicing function, a separate assessment report and attestation 
report must be included for each party participating in the servicing 
function. A party participating in the servicing function means any 
entity (e.g., master servicer, primary servicers, trustees) that is 
performing activities that address the criteria in paragraph (d) of this 
section, unless such entity's activities relate only to 5% or less of 
the pool assets.
    Instruction 4 to Item 1122. If the asset pool backing the asset-
backed securities includes a pool asset representing an interest in or

[[Page 562]]

the right to the payments or cash flows of another asset pool and both 
the issuing entity for the asset-backed securities and the entity 
issuing the asset to be included in the issuing entity's asset pool were 
established under the direction of the same sponsor and depositor, see 
also Item 1100(d)(2) of this Regulation AB.

[70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57316, Sept. 24, 2014]



Sec. 229.1123  (Item 1123) Servicer compliance statement.

    Provide as an exhibit a statement of compliance from the servicer, 
signed by an authorized officer of such servicer, to the effect that:
    (a) A review of the servicer's activities during the reporting 
period and of its performance under the applicable servicing agreement 
has been made under such officer's supervision.
    (b) To the best of such officer's knowledge, based on such review, 
the servicer has fulfilled all of its obligations under the agreement in 
all material respects throughout the reporting period or, if there has 
been a failure to fulfill any such obligation in any material respect, 
specifying each such failure known to such officer and the nature and 
status thereof.

Instruction to Item 1123: If multiple servicers are involved in 
servicing the pool assets, a separate servicer compliance statement is 
required from each servicer that meets the criteria in Item 
1108(a)(2)(i) through (iii) of this Regulation AB.



Sec. 229.1124  (Item 1124) Sponsor interest in the securities.

    Provide information about any material change in the sponsor's, or 
an affiliate's, interest in the securities resulting from the purchase, 
sale or other acquisition or disposition of the securities by the 
sponsor, or an affiliate, during the period covered by the report. 
Describe the change, including the amount of change and the sponsor's, 
or the affiliate's, resulting interest in the transaction after the 
change.

    Instruction to Item 1124. The disclosure required under this item 
shall separately state the resulting amount and nature of any interest 
or asset retained in compliance with law, including any amounts that are 
retained by parties other than the sponsor in order to satisfy such 
requirement.

[79 FR 57316, Sept. 24, 2014]



Sec. 229.1125  (Item 1125) Schedule AL--Asset-level information.

    (a) The following definitions apply to the terms used in this 
schedule unless otherwise specified:
    Debt service reduction. A modification of the terms of a loan 
resulting from a bankruptcy proceeding, such as a reduction of the 
amount of the monthly payment on the related mortgage loan.
    Deficient valuation. A bankruptcy proceeding whereby the bankruptcy 
court may establish the value of the mortgaged property at an amount 
less than the then-outstanding principal balance of the mortgage loan 
secured by the mortgaged property or may reduce the outstanding 
principal balance of a mortgage loan.
    Underwritten. The amount of revenues or expenses adjusted based on a 
number of assumptions made by the mortgage originator or seller.
    (b) As required by Item 1111(h) (Sec. 229.1111(h)), provide asset-
level information for each asset or security in the pool in the manner 
specified in appendix to Sec. 229.1125.

                 Appendix to Sec. 229.1125--Schedule AL

    Item 1. Residential mortgages. If the asset pool includes 
residential mortgages, provide the following data and the data under 
Item 1 for each loan in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of the 
asset number used to specifically identify each asset in the pool.
    (2) Asset number. Provide the unique ID number of the asset.
    Instruction to paragraph (a)(2): The asset number must reference a 
single asset within the pool and should be the same number that will be 
used to identify the asset for all reports that would be required of an 
issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)). If an asset is removed and replaced with another asset, the 
asset added to the pool should be assigned a unique asset number 
applicable to only that asset.
    (3) Asset group number. For structures with multiple collateral 
groups, indicate the collateral group number in which the asset falls.
    (b) Reporting period. (1) Reporting period begin date. Specify the 
beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the 
reporting period.
    (c) General information about the residential mortgage. (1) Original 
loan purpose. Specify

[[Page 563]]

the code which describes the purpose of the loan at the time the loan 
was originated.
    (2) Originator. Identify the name of the entity that originated the 
loan.
    (3) Original loan amount. Indicate the amount of the loan at the 
time the loan was originated.
    (4) Original loan maturity date. Indicate the month and year in 
which the final payment on the loan is scheduled to be made at the time 
the loan was originated.
    (5) Original amortization term. Indicate the number of months that 
would have been required to retire the mortgage loan through regular 
payments, as determined at the origination date of the loan. In the case 
of an interest-only loan, the original amortization term is the original 
term to maturity (other than in the case of a balloon loan). In the case 
of a balloon loan, the original amortization term is the number of 
months used to calculate the principal and interest payment due each 
month (other than the balloon payment).
    (6) Original interest rate. Provide the rate of interest at the time 
the loan was originated.
    (7) Accrual type. Provide the code that describes the method used to 
calculate interest on the loan.
    (8) Original interest rate type. Indicate whether the interest rate 
on the loan is fixed, adjustable, step or other.
    (9) Original interest only term. Indicate the number of months in 
which the obligor is permitted to pay only interest on the loan 
beginning from when the loan was originated.
    (10) Underwriting indicator. Indicate whether the loan or asset met 
the criteria for the first level of solicitation, credit-granting or 
underwriting criteria used to originate the pool asset.
    (11) Original lien position. Indicate the code that describes the 
priority of the lien against the subject property at the time the loan 
was originated.
    (12) Information related to junior liens. If the loan is a first 
mortgage with subordinate liens, provide the following additional 
information for each non-first mortgage if obtained or available:
    (i) Most recent junior loan balance. Provide the most recent 
combined balance of any subordinate liens.
    (ii) Date of most recent junior loan balance. Provide the date of 
the most recent junior loan balance.
    (13) Information related to non-first mortgages. For non-first 
mortgages, provide the following information if obtained or available:
    (i) Most recent senior loan amount. Provide the total amount of the 
balances of all associated senior loans.
    (ii) Date of most recent senior loan amount. Provide the date(s) of 
the most recent senior loan amount.
    (iii) Loan type of most senior lien. Indicate the code that 
describes the loan type of the first mortgage.
    (iv) Hybrid period of most senior lien. For non-first mortgages 
where the associated first mortgage is a hybrid ARM, provide the number 
of months remaining in the initial fixed interest rate period for the 
first mortgage.
    (v) Negative amortization limit of most senior lien. For non-first 
mortgages where the associated first mortgage features negative 
amortization, indicate the negative amortization limit of the mortgage 
as a percentage of the original unpaid principal balance.
    (vi) Origination date of most senior lien. Provide the origination 
date of the associated first mortgage.
    (14) Prepayment penalty indicator. Indicate yes or no as to whether 
the loan includes a penalty charged to the obligor in the event of a 
prepayment.
    (15) Negative amortization indicator. Indicate yes or no as to 
whether the loan allows negative amortization.
    (16) Modification indicator. Indicate yes or no as to whether the 
loan has been modified from its original terms.
    (17) Number of modifications. Provide the number of times that the 
loan has been modified.
    (18) Mortgage insurance requirement indicator. Indicate yes or no as 
to whether mortgage insurance is or was required as a condition for 
originating the loan.
    (19) Balloon indicator. Indicate yes or no as to whether the loan 
documents require a lump-sum to fully pay off the loan.
    (20) Covered/High cost loan indicator. Indicate yes, no or unknown 
as to whether as of the end of the reporting period the loan is 
categorized as ``high cost,'' ``higher priced'' or ``covered'' according 
to applicable federal, state or local statutes, ordinances or 
regulations.
    (21) Servicer-placed hazard insurance. Indicate yes, no or unknown 
as to whether as of the end of the reporting period the hazard insurance 
on the property is servicer-placed.
    (22) Refinance cash-out amount. For any refinance loan that is a 
cash-out refinance provide the amount the obligor received after all 
other loans to be paid by the mortgage proceeds have been satisfied. For 
any refinance loan that is a no-cash-out refinance provide the result of 
the following calculation: [NEW LOAN AMOUNT]^[PAID OFF FIRST MORTGAGE 
LOAN AMOUNT]^[PAID OFF SECOND MORTGAGE LOAN AMOUNT]^[CLOSING COSTS].
    (23) Total origination and discount points. Provide the amount paid 
to the lender to increase the lender's effective yield and, in the

[[Page 564]]

case of discount points, to reduce the interest rate paid by the 
obligor.
    (24) Broker. Indicate yes or no as to whether a broker originated or 
was involved in the origination of the loan.
    (25) Channel. Specify the code that describes the source from which 
the issuer obtained the loan.
    (26) NMLS company number. Specify the National Mortgage License 
System (NMLS) registration number of the company that originated the 
loan.
    (27) Buy down period. Indicate the total number of months during 
which any buy down is in effect, representing the accumulation of all 
buy down periods.
    (28) Loan delinquency advance days count. Indicate the number of 
days after which a servicer can stop advancing funds on a delinquent 
loan.
    (29) Information related to ARMs. If the loan is an ARM, provide the 
following additional information:
    (i) Original ARM Index. Specify the code that describes the type and 
source of index to be used to determine the interest rate at each 
adjustment.
    (ii) ARM Margin. Indicate the number of percentage points that is 
added to the index value to establish the new interest rate at each 
interest rate adjustment date.
    (iii) Fully indexed interest rate. Indicate the fully indexed 
interest rate to which the obligor was underwritten.
    (iv) Initial fixed rate period for hybrid ARM. If the interest rate 
is initially fixed for a period of time, indicate the number of months 
between the first payment date of the loan and the first interest rate 
adjustment date.
    (v) Initial interest rate decrease. Indicate the maximum percentage 
by which the interest rate may decrease at the first interest rate 
adjustment date.
    (vi) Initial interest rate increase. Indicate the maximum percentage 
by which the interest rate may increase at the first interest rate 
adjustment date.
    (vii) Index look-back. Provide the number of days prior to an 
interest rate effective date used to determine the appropriate index 
rate.
    (viii) Subsequent interest rate reset period. Indicate the number of 
months between subsequent rate adjustments.
    (ix) Lifetime rate ceiling. Indicate the percentage of the maximum 
interest rate that can be in effect during the life of the loan.
    (x) Lifetime rate floor. Indicate the percentage of the minimum 
interest rate that can be in effect during the life of the loan.
    (xi) Subsequent interest rate decrease. Provide the maximum number 
of percentage points by which the interest rate may decrease at each 
rate adjustment date after the initial adjustment.
    (xii) Subsequent interest rate increase. Provide the maximum number 
of percentage points by which the interest rate may increase at each 
rate adjustment date after the initial adjustment.
    (xiii) Subsequent payment reset period. Indicate the number of 
months between payment adjustments after the first interest rate 
adjustment date.
    (xiv) ARM round indicator. Indicate the code that describes whether 
an adjusted interest rate is rounded to the next higher adjustable rate 
mortgage round factor, to the next lower round factor, or to the nearest 
round factor.
    (xv) ARM round percentage. Indicate the percentage to which an 
adjusted interest rate is to be rounded.
    (xvi) Option ARM indicator. Indicate yes or no as to whether the 
loan is an option ARM.
    (xvii) Payment method after recast. Specify the code that describes 
the means of computing the lowest monthly payment available to the 
obligor after recast.
    (xviii) Initial minimum payment. Provide the amount of the initial 
minimum payment the obligor is permitted to make.
    (xix) Convertible indicator. Indicate yes or no as to whether the 
obligor of the loan has an option to convert an adjustable interest rate 
to a fixed interest rate during a specified conversion window.
    (xx) HELOC indicator. Indicate yes or no as to whether the loan is a 
home equity line of credit (HELOC).
    (xxi) HELOC draw period. Indicate the original maximum number of 
months from the month the loan was originated during which the obligor 
may draw funds against the HELOC account.
    (30) Information related to prepayment penalties. If the obligor is 
subject to prepayment penalties, provide the following additional 
information:
    (i) Prepayment penalty calculation. Specify the code that describes 
the method for calculating the prepayment penalty for the loan.
    (ii) Prepayment penalty type. Specify the code that describes the 
type of prepayment penalty.
    (iii) Prepayment penalty total term. Provide the total number of 
months after the origination of the loan that the prepayment penalty may 
be in effect.
    (iv) Prepayment penalty hard term. For hybrid prepayment penalties, 
provide the number of months after the origination of the loan during 
which a ``hard'' prepayment penalty applies.
    (31) Information related to negative amortization. If the loan 
allows for negative amortization, provide the following additional 
information:

[[Page 565]]

    (i) Negative amortization limit. Specify the maximum amount of 
negative amortization that is allowed before recalculating a fully 
amortizing payment based on the new loan balance.
    (ii) Initial negative amortization recast period. Indicate the 
number of months after the origination of the loan that negative 
amortization is allowed.
    (iii) Subsequent negative amortization recast period. Indicate the 
number of months after which the payment is required to recast after the 
first amortization recast period.
    (iv) Negative amortization balance amount. Provide the amount of the 
negative amortization balance accumulated as of the end of the reporting 
period.
    (v) Initial fixed payment period. Indicate the number of months 
after the origination of the loan during which the payment is fixed.
    (vi) Initial periodic payment cap. Indicate the maximum percentage 
by which a payment can increase in the first amortization recast period.
    (vii) Subsequent periodic payment cap. Indicate the maximum 
percentage by which a payment can increase in one amortization recast 
period after the initial cap.
    (viii) Initial minimum payment reset period. Provide the maximum 
number of months after the origination of the loan that an obligor can 
initially pay the minimum payment before a new minimum payment is 
determined.
    (ix) Subsequent minimum payment reset period. Provide the maximum 
number of months after the initial period an obligor can pay the minimum 
payment before a new minimum payment is determined.
    (x) Minimum payment. Provide the amount of the minimum payment due 
during the reporting period.
    (d) Information related to the property. (1) Geographic location. 
Specify the location of the property by providing the two-digit zip 
code.
    (2) Occupancy status. Specify the code that describes the property 
occupancy status at the time the loan was originated.
    (3) Most recent occupancy status. If a property inspection has been 
performed after the loan is originated, provide the code that describes 
the manner in which the property is occupied.
    (4) Property type. Specify the code that describes the type of 
property that secures the loan.
    (5) Most recent property value. If an additional property valuation 
was obtained by any transaction party or its affiliates after the 
original appraised property value, provide the most recent property 
value obtained.
    (6) Most recent property valuation type. Specify the code that 
describes the method by which the most recent property value was 
reported.
    (7) Most recent property valuation date. Specify the date on which 
the most recent property value was reported.
    (8) Most recent AVM model name. Provide the code indicating the name 
of the AVM model if an AVM was used to determine the most recent 
property value.
    (9) Most recent AVM confidence score. If an additional AVM was 
obtained by any transaction party or its affiliates after the original 
valuation, provide the confidence score presented on the most recent AVM 
report.
    (10) Original combined loan-to-value. Provide the ratio obtained by 
dividing the amount of all known outstanding mortgage liens on a 
property at origination by the lesser of the original appraised property 
value or the sales price.
    (11) Original loan-to-value. Provide the ratio obtained by dividing 
the amount of the original mortgage loan at origination by the lesser of 
the original appraised property value or the sales price.
    (e) Information related to the obligor. (1) Original number of 
obligors. Indicate the number of obligors who are obligated to repay the 
mortgage note at the time the loan was originated.
    (2) Original obligor credit score. Provide the standardized credit 
score of the obligor used to evaluate the obligor during the loan 
origination process.
    (3) Original obligor credit score type. Specify the type of the 
standardized credit score used to evaluate the obligor during the loan 
origination process.
    (4) Most recent obligor credit score. If an additional credit score 
was obtained by any transaction party or its affiliates after the 
original credit score, provide the most recently obtained standardized 
credit score of the obligor.
    (5) Most recent obligor credit score type. Specify the type of the 
most recently obtained standardized credit score of the obligor.
    (6) Date of most recent obligor credit score. Provide the date of 
the most recently obtained standardized credit score of the obligor.
    (7) Obligor income verification level. Indicate the code describing 
the extent to which the obligor's income was verified during the loan 
origination process.
    (8) 4506--T Indicator. Indicate yes or no whether a Transcript of 
Tax Return (received pursuant to the filing of IRS Form 4506-T) was 
obtained and considered.
    (9) Originator front-end debt-to-income (DTI). Provide the front-end 
DTI ratio used by the originator to qualify the loan.
    (10) Originator back-end DTI. Provide the back-end DTI ratio used by 
the originator to qualify the loan.

[[Page 566]]

    (11) Obligor employment verification. Indicate the code describing 
the extent to which the obligor's employment was verified during the 
loan origination process.
    (12) Length of employment--obligor. Indicate whether the obligor was 
employed by its current employer for greater than 24 months at the time 
the loan was originated.
    (13) Obligor asset verification. Indicate the code describing the 
extent to which the obligor's assets used to qualify the loan was 
verified during the loan origination process.
    (14) Original pledged assets. If the obligor(s) pledged financial 
assets to the lender instead of making a down payment, provide the total 
value of assets pledged as collateral for the loan at the time of 
origination.
    (15) Qualification method. Specify the code that describes the type 
of mortgage payment used to qualify the obligor for the loan.
    (f) Information related to mortgage insurance. If mortgage insurance 
is required on the mortgage, provide the following additional 
information:
    (1) Mortgage insurance company name. Provide the name of the entity 
providing mortgage insurance for the loan.
    (2) Mortgage insurance coverage. Indicate the total percentage of 
the original loan balance that is covered by mortgage insurance.
    (3) Pool insurance company. Provide the name of the pool insurance 
provider.
    (4) Pool insurance stop loss percent. Provide the aggregate amount 
that the pool insurance company will pay, calculated as a percentage of 
the pool balance.
    (5) Mortgage insurance coverage plan type. Specify the code that 
describes the coverage category of the mortgage insurance applicable to 
the loan.
    (g) Information related to activity on the loan. (1) Asset added 
indicator. Indicate yes or no whether the asset was added to the pool 
during the reporting period.
    Instruction to paragraph (g)(1): A response to this data point is 
required only when assets are added to the asset pool after the final 
prospectus under Sec. 230.424 of this chapter is filed.
    (2) Remaining term to maturity. Indicate the number of months from 
the end of the reporting period to the loan maturity date.
    (3) Modification indicator--reporting period. Indicate yes or no 
whether the asset was modified during the reporting period.
    (4) Next payment due date. For loans that have not been paid off, 
indicate the next payment due date.
    (5) Advancing method. Specify the code that indicates a servicer's 
responsibility for advancing principal or interest on delinquent loans.
    (6) Servicing advance methodology. Indicate the code that describes 
the manner in which principal and/or interest are advanced by the 
servicer.
    (7) Stop principal and interest advance date. Provide the first 
payment due date for which the servicer ceased advancing principal or 
interest.
    (8) Reporting period beginning loan balance. Indicate the 
outstanding principal balance of the loan as of the beginning of the 
reporting period.
    (9) Reporting period beginning scheduled loan balance. Indicate the 
scheduled principal balance of the loan as of the beginning of the 
reporting period.
    (10) Next reporting period payment amount due. Indicate the total 
payment due to be collected in the next reporting period.
    (11) Reporting period interest rate. Indicate the interest rate in 
effect during the reporting period.
    (12) Next interest rate. For loans that have not been paid off, 
indicate the interest rate that is in effect for the next reporting 
period.
    (13) Servicing fee--percentage. If the servicing fee is based on a 
percentage, provide the percentage used to calculate the aggregate 
servicing fee.
    (14) Servicing fee--flat-fee. If the servicing fee is based on a 
flat-fee amount, indicate the monthly servicing fee paid to all 
servicers.
    (15) Other assessed but uncollected servicer fees. Provide the 
cumulative amount of late charges and other fees that have been assessed 
by the servicer, but not paid by the obligor.
    (16) Other loan-level servicing fee(s) retained by the servicer. 
Provide the amount of all other fees earned by loan administrators 
during the reporting period that reduced the amount of funds remitted to 
the issuing entity (including subservicing, master servicing, trustee 
fees, etc.).
    (17) Scheduled interest amount. Indicate the interest payment amount 
that was scheduled to be collected during the reporting period.
    (18) Other interest adjustments. Indicate any unscheduled interest 
adjustments during the reporting period.
    (19) Scheduled principal amount. Indicate the principal payment 
amount that was scheduled to be collected during the reporting period.
    (20) Other principal adjustments. Indicate any other amounts that 
caused the principal balance of the loan to be decreased or increased 
during the reporting period.
    (21) Reporting period ending actual balance. Indicate the actual 
balance of the loan as of the end of the reporting period.
    (22) Reporting period ending scheduled balance. Indicate the 
scheduled principal balance of the loan as of the end of the reporting 
period.
    (23) Reporting period scheduled payment amount. Indicate the total 
payment amount that was scheduled to be collected during the

[[Page 567]]

reporting period (including all fees and escrows).
    (24) Total actual amount paid. Indicate the total payment (including 
all escrows) paid to the servicer during the reporting period.
    (25) Actual interest collected. Indicate the gross amount of 
interest collected during the reporting period, whether or not from the 
obligor.
    (26) Actual principal collected. Indicate the amount of principal 
collected during the reporting period, whether or not from the obligor.
    (27) Actual other amounts collected. Indicate the total of any 
amounts, other than principal and interest, collected during the 
reporting period, whether or not from the obligor.
    (28) Paid through date. Provide the date the loan's scheduled 
principal and interest is paid through as of the end of the reporting 
period.
    (29) Interest paid through date. Provide the date through which 
interest is paid with the payment received during the reporting period, 
which is the effective date from which interest will be calculated for 
the application of the next payment.
    (30) Paid-in-full amount. Provide the scheduled loan ``paid-in-
full'' amount (principal) (do not include the current month's scheduled 
principal). Applies to all liquidations and loan payoffs.
    (31) Information related to servicer advances.
    (i) Servicer advanced amount--principal. Provide the total amount 
the servicer advanced for the reporting period for due but unpaid 
principal on the loan.
    (ii) Servicer advanced amounts repaid--principal. Provide the total 
amount of any payments made by the obligor during the reporting period 
that was applied to outstanding advances of due but unpaid principal on 
the loan.
    (iii) Servicer advances cumulative--principal. Provide the 
outstanding cumulative amount of principal advances made by the servicer 
as of the end of the reporting period, including amounts advanced for 
the reporting period.
    (iv) Servicer advanced amount--interest. Provide the total amount 
the servicer advanced for the reporting period for due but unpaid 
interest on the loan.
    (v) Servicer advanced amounts repaid--interest. Provide the total 
amount of any payments made by the obligor during the reporting period 
that was applied to outstanding advances of due but unpaid interest on 
the loan.
    (vi) Servicer advances cumulative--interest. Provide the outstanding 
cumulative amount of interest advances made by the servicer as of the 
end of the reporting period, including amounts advanced for the 
reporting period.
    (vii) Servicer advanced amount--taxes and insurance. Provide the 
total amount the servicer advanced for the reporting period for due but 
unpaid property tax and insurance payments (escrow amounts).
    (viii) Servicer advanced amount repaid--taxes and insurance. Provide 
the total amount of any payment made by the obligor during the reporting 
period that was applied to outstanding advances of due but unpaid escrow 
amounts.
    (ix) Servicer advances cumulative--taxes and insurance. Provide the 
outstanding cumulative amount of escrow advances made by the servicer as 
of the end of the reporting period, including amounts advanced for the 
reporting period.
    (x) Servicer advanced amount--corporate. Provide the total amount 
the servicer advanced for property inspection and preservation expenses 
for the reporting period.
    (xi) Servicer advanced amount repaid--corporate. Provide the total 
amount of any payments made by the obligor during the reporting period 
that was applied to outstanding corporate advances.
    (xii) Servicer advances cumulative--corporate. Provide the 
outstanding cumulative amount of corporate advances made by the servicer 
as of the end of the reporting period, including amounts advanced for 
the reporting period.
    Instruction to paragraph (g)(31): For loans modified or liquidated 
during a reporting period the data provided in response to this 
paragraph (g)(31) is to be information as of the liquidation date or 
modification date, as applicable.
    (32) Zero balance loans. If the loan balance was reduced to zero 
during the reporting period, provide the following additional 
information about the loan.
    (i) Zero balance effective date. Provide the date on which the loan 
balance was reduced to zero.
    (ii) Zero balance code. Provide the code that indicates the reason 
the loan's balance was reduced to zero.
    (33) Most recent 12-month pay history. Provide the string that 
indicates the payment status per month listed from oldest to most 
recent.
    (34) Number of payments past due. Indicate the number of payments 
the obligor is past due as of the end of the reporting period.
    (35) Information related to activity on ARM loans. If the loan is an 
ARM, provide the following additional information.
    (i) Rate at next reset. Provide the interest rate that will be used 
to determine the next scheduled interest payment, if known.
    (ii) Next payment change date. Provide the next date that the amount 
of scheduled principal and/or interest is scheduled to change.
    (iii) Next interest rate change date. Provide the next scheduled 
date on which the interest rate is scheduled to change.

[[Page 568]]

    (iv) Payment at next reset. Provide the principal and interest 
payment due after the next scheduled interest rate change, if known.
    (v) Exercised ARM conversion option indicator. Indicate yes or no 
whether the obligor exercised an option to convert an ARM loan to a 
fixed interest rate loan during the reporting period.
    (h) Information related to servicers. (1) Primary servicer. Indicate 
the name of the entity that serviced the loan during the reporting 
period.
    (2) Most recent servicing transfer received date. If a loan's 
servicing has been transferred, provide the effective date of the most 
recent servicing transfer.
    (3) Master servicer. Provide the name of the entity that served as 
master servicer during the reporting period, if applicable.
    (4) Special servicer. Provide the name of the entity that served as 
special servicer during the reporting period, if applicable.
    (5) Subservicer. Provide the name of the entity that served as a 
subservicer during the reporting period, if applicable.
    (i) Asset subject to demand. Indicate yes or no whether during the 
reporting period the loan was the subject of a demand to repurchase or 
replace for breach of representations and warranties, including investor 
demands upon a trustee. If the loan is the subject of a demand to 
repurchase or replace for breach of representations and warranties, 
including investor demands upon a trustee, provide the following 
additional information:
    (1) Status of asset subject to demand. Indicate the code that 
describes the status of the repurchase or replacement demand as of the 
end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the 
loan from the pool.
    (3) Demand resolution date. Indicate the date the loan repurchase or 
replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that 
describes the reason for the repurchase or replacement.
    (j) Information related to loans that have been charged off. If the 
loan has been charged off, provide the following additional information:
    (1) Charged-off principal amount. Specify the total amount of 
uncollected principal charged off.
    (2) Charged-off interest amount. Specify the total amount of 
uncollected interest charged off.
    (k) [Reserved]
    (l) Loss mitigation type indicator. Indicate the code that describes 
the type of loss mitigation the servicer is pursuing with the obligor, 
loan, or property as of the end of the reporting period.
    (m) Information related to loan modifications. If the loan has been 
modified from its original terms, provide the following additional 
information about the most recent loan modification:
    (1) Most recent loan modification event type. Specify the code that 
describes the most recent action that has resulted in a change or 
changes to the loan note terms.
    (2) Effective date of the most recent loan modification. Provide the 
date on which the most recent modification of the loan has gone into 
effect.
    (3) Post-modification maturity date. Provide the loan's maturity 
date as of the modification effective payment date.
    (4) Post-modification interest rate type. Indicate whether the 
interest rate type on the loan after the modification is fixed, 
adjustable, step, or other.
    (5) Post-modification amortization type. Indicate the amortization 
type after modification.
    (6) Post-modification interest rate. Provide the interest rate in 
effect as of the modification effective payment date.
    (7) Post-modification first payment date. Indicate the date of the 
first payment due after the loan modification.
    (8) Post-modification loan balance. Provide the loan balance as of 
the modification effective payment date as reported on the modification 
documents.
    (9) Post-modification principal and interest payment. Provide total 
principal and interest payment amount as of the modification effective 
payment date.
    (10) Total capitalized amount. Provide the amount added to the 
principal balance of the loan due to the modification.
    (11) Income verification indicator (at modification). Indicate yes 
or no whether a Transcript of Tax Return (received pursuant to the 
filing of IRS Form 4506-T) was obtained and considered during the loan 
modification process.
    (12) Modification front-end DTI. Provide the front-end DTI ratio 
used to qualify the modification.
    (13) Modification back-end DTI. Provide the back-end DTI ratio used 
to qualify the modification.
    (14) Total deferred amount. Provide the deferred amount that is non-
interest bearing.
    (15) Forgiven principal amount (cumulative). Provide the total 
amount of all principal balance reductions as a result of loan 
modifications over the life of the loan.
    (16) Forgiven principal amount (reporting period). Provide the total 
principal balance reduction as a result of a loan modification during 
the reporting period.

[[Page 569]]

    (17) Forgiven interest amount (cumulative). Provide the total amount 
of all interest forgiven as a result of loan modifications over the life 
of the loan.
    (18) Forgiven interest amount (reporting period). Provide the total 
gross interest forgiven as a result of a loan modification during the 
reporting period.
    (19) Actual ending balance--total debt owed. For a loan with 
principal forbearance, provide the sum of the actual ending balance 
field plus the principal deferred amount. For all other loans, provide 
the actual ending balance.
    (20) Scheduled ending balance--total debt owed. For a loan with 
principal forbearance, provide the sum of the scheduled ending balance 
field plus the deferred amount. For all other loans, provide the 
scheduled ending balance.
    (21) Information related to ARM loan modifications. If the loan was 
an ARM before and after the most recent modification, provide the 
following additional information:
    (i) Post-modification ARM indicator. Indicate whether the loan's 
existing ARM parameters have changed per the modification agreement.
    (ii) Post-modification ARM index. Specify the code that describes 
the index on which an adjustable interest rate is based as of the 
modification effective payment date.
    (iii) Post-modification margin. Provide the margin as of the 
modification effective payment date. The margin is the number of 
percentage points added to the index to establish the new rate.
    (iv) Post-modification interest reset period (if changed). Provide 
the number of months of the interest reset period of the loan as of the 
modification effective payment date.
    (v) Post-modification next reset date. Provide the next interest 
reset date as of the modification effective payment date.
    (vi) Post-modification index lookback. Provide the number of days 
prior to an interest rate effective date used to determine the 
appropriate index rate as of the modification effective payment date.
    (vii) Post-modification ARM round indicator. Indicate the code that 
describes whether an adjusted interest rate is rounded to the next 
higher adjustable rate mortgage round factor, to the next lower round 
factor, or to the nearest round factor as of the modification effective 
payment date.
    (viii) Post-modification ARM round percentage. Indicate the 
percentage to which an adjusted interest rate is to be rounded as of the 
modification effective payment date.
    (ix) Post-modification initial minimum payment. Provide the amount 
of the initial minimum payment the obligor is permitted to make as of 
the modification effective payment date.
    (x) Post-modification next payment adjustment date. Provide the due 
date on which the next payment adjustment is scheduled to occur for an 
ARM loan per the modification agreement.
    (xi) Post-modification ARM payment recast frequency. Provide the 
payment recast frequency of the loan (in months) per the modification 
agreement.
    (xii) Post-modification lifetime rate floor. Provide the minimum 
rate of interest that may be applied to an adjustable rate loan over the 
course of the loan's life as of the modification effective payment date.
    (xiii) Post-modification lifetime rate ceiling. Provide the maximum 
rate of interest that may be applied to an adjustable rate loan over the 
course of the loan's life as of the modification effective payment date.
    (xiv) Post-modification initial interest rate increase. Indicate the 
maximum percentage by which the interest rate may increase at the first 
interest rate adjustment date after the loan modification.
    (xv) Post-modification initial interest rate decrease. Provide the 
maximum percentage by which the interest rate may adjust downward on the 
first interest rate adjustment date after the loan modification.
    (xvi) Post-modification subsequent interest rate increase. Provide 
the maximum number of percentage points by which the rate may increase 
at each rate adjustment date after the initial rate adjustment as of the 
modification effective payment date.
    (xvii) Post-modification subsequent interest rate decrease. Provide 
the maximum number of percentage points by which the interest rate may 
decrease at each rate adjustment date after the initial adjustment as of 
the modification effective payment date.
    (xviii) Post-modification payment cap. Provide the percentage value 
by which a payment may increase or decrease in one period as of the 
modification effective payment date.
    (xix) Post-modification payment method after recast. Specify the 
code that describes the means of computing the lowest monthly payment 
available to the obligor after recast as of the modification effective 
payment date.
    (xx) Post-modification ARM interest rate teaser period. Provide the 
duration in months that the teaser interest rate is in effect as of the 
modification effective payment date.
    (xxi) Post-modification payment teaser period. Provide the duration 
in months that the teaser payment is in effect as of the modification 
effective payment date.
    (xxii) Post-modification ARM negative amortization indicator. 
Indicate yes or no whether a negative amortization feature is part of 
the loan as of the modification effective payment date.
    (xxiii) Post-modification ARM negative amortization cap. Provide the 
maximum percentage of negative amortization allowed on

[[Page 570]]

the loan as of the modification effective payment date.
    (22) Information related to loan modifications involving interest-
only periods. If the loan terms for the most recent loan modification 
include an interest only period, provide the following additional 
information:
    (i) Post-modification interest-only term. Provide the number of 
months of the interest-only period from the modification effective 
payment date.
    (ii) Post-modification interest-only last payment date. Provide the 
date of the last interest-only payment as of the modification effective 
payment date.
    (23) Post-modification balloon payment amount. Provide the new 
balloon payment amount due at maturity as a result of the loan 
modification, not including deferred amounts.
    (24) Information related to step loans. If the loans terms for the 
most recent loan modification agreement call for the interest rate to 
step up over time, provide the following additional information:
    (i) Post-modification interest rate step indicator. Indicate whether 
the terms of the modification agreement call for the interest rate to 
step up over time.
    (ii) Post-modification step interest rate. Provide the rate(s) that 
will apply at each change date as stated in the loan modification 
agreement. All rates must be provided, not just the first change rate, 
unless there is only a single change date.
    (iii) Post-modification step date. Provide the date(s) at which the 
next rate and/or payment change will occur per the loan modification 
agreement. All dates must be provided, not just the first change, unless 
there is only a single change date.
    (iv) Post-modification--step principal and interest. Provide the 
principal and interest payment(s) that will apply at each change date as 
stated in the loan modification agreement. All payments must be 
provided, not just the first change payment, unless there is only a 
single change date.
    (v) Post-modification--number of steps. Provide the total number of 
step rate adjustments under the step agreement.
    (vi) Post-modification maximum future rate under step agreement. 
Provide the maximum interest rate to which the loan will step up.
    (vii) Post-modification date of maximum rate under step agreement. 
Provide the date on which the maximum interest rate will be reached.
    (25) Non-interest bearing principal deferred amount (cumulative). 
Provide the total amount of principal deferred (or forborne) by the 
modification that is not subject to interest accrual.
    (26) Non-interest bearing principal deferred amount (reporting 
period). Provide the total amount of principal deferred by the 
modification that is not subject to interest accrual.
    (27) Recovery of deferred principal (reporting period). Provide the 
amount of deferred principal collected from the obligor during the 
reporting period.
    (28) Non-interest bearing deferred paid-in-full amount. If the loan 
had a principal forbearance and was paid in full or liquidated, provide 
the amount paid towards the amount of the principal forbearance.
    (29) Non-interest bearing deferred interest and fees amount 
(reporting period). Provide the total amount of interest and expenses 
deferred by the modification that is not subject to interest accrual 
during the reporting period.
    (30) Non-interest bearing deferred interest and fees amount 
(cumulative). Provide the total amount of interest and expenses deferred 
by the modification that is not subject to interest accrual.
    (31) Recovery of deferred interest and fees (reporting period). 
Provide the amount of deferred interest and fees collected during the 
reporting period.
    (n) Information related to forbearance or trial modification. If the 
type of loss mitigation is forbearance or a trial modification, provide 
the following additional information. A forbearance plan refers to a 
period during which either no payment or a payment amount less than the 
contractual obligation is required from the obligor. A trial 
modification refers to a temporary loan modification during which an 
obligor's application for a permanent loan modification is under 
evaluation.
    (1) Most recent forbearance plan or trial modification start date. 
Provide the date on which a payment change pursuant to the most recent 
forbearance plan or trial modification started.
    (2) Most recent forbearance plan or trial modification scheduled end 
date. Provide the date on which a payment change pursuant to the most 
recent forbearance plan or trial modification is scheduled to end.
    (3) Most recent trial modification violated date. Provide the date 
on which the obligor ceased complying with the terms of the most recent 
trial modification.
    (o) Information related to repayment plan. If the type of loss 
mitigation is a repayment plan, provide the following additional 
information. A repayment plan refers to a period during which an obligor 
has agreed to make monthly mortgage payments greater than the 
contractual installment in an effort to bring a delinquent loan current.
    (1) Most recent repayment plan start date. Provide the date on which 
the most recent repayment plan started.
    (2) Most recent repayment plan scheduled end date. Provide the date 
on which the most recent repayment plan is scheduled to end.
    (3) Most recent repayment plan violated date. Provide the date on 
which the obligor

[[Page 571]]

ceased complying with the terms of the most recent repayment plan.
    (p) Information related to short sales. Short sale refers to the 
process in which a servicer workers with a delinquent obligor to sell 
the property prior to the foreclosure sale. If the type of loss 
mitigation is short sale, provide the following information:
    (1) Short sale accepted offer amount. Provide the amount accepted 
for a pending short sale.
    (2) [Reserved]
    (q) Information related to loss mitigation exit. If the loan has 
exited loss mitigation efforts during the reporting period, provide the 
following additional information:
    (1) Most recent loss mitigation exit date. Provide the date on which 
the servicer deemed the most recent loss mitigation effort to have 
ended.
    (2) Most recent loss mitigation exit code. Indicate the code that 
describes the reason the most recent loss mitigation effort ended.
    (r) Information related to loans in the foreclosure process. If the 
loan is in foreclosure, provide the following additional information:
    (1) Attorney referral date. Provide the date on which the loan was 
referred to a foreclosure attorney.
    (2) Foreclosure delay reason. Indicate the code that describes the 
reason for delay within the foreclosure process.
    (3) Foreclosure exit date. If the loan exited foreclosure during the 
reporting period, provide the date on which the loan exited foreclosure.
    (4) Foreclosure exit reason. If the loan exited foreclosure during 
the reporting period, indicate the code that describes the reason the 
foreclosure proceeding ended.
    (5) NOI Date. If a notice of intent (NOI) has been sent, provide the 
date on which the servicer sent the NOI correspondence to the obligor 
informing the obligor of the acceleration of the loan and pending 
initiation of foreclosure action.
    (s) Information related to REO. REO (Real Estate Owned) refers to 
property owned by a lender after an unsuccessful sale at a foreclosure 
auction. If the loan is REO, provide the following additional 
information:
    (1) Most recent accepted REO offer amount. If an REO offer has been 
accepted, provide the amount accepted for the REO sale.
    (2) Most recent accepted REO offer date. If an REO offer has been 
accepted, provide the date on which the REO sale amount was accepted.
    (3) Gross liquidation proceeds. If the REO sale has closed, provide 
the gross amount due to the issuing entity as reported on Line 420 of 
the HUD-1 settlement statement.
    (4) Net sales proceeds. If the REO sale has closed, provide the net 
proceeds received from the escrow closing (before servicer 
reimbursement).
    (5) Reporting period loss amount passed to issuing entity. Provide 
the cumulative loss amount passed through to the issuing entity during 
the reporting period, including subsequent loss adjustments and any 
forgiven principal as a result of a modification that was passed through 
to the issuing entity.
    (6) Cumulative total loss amount passed to issuing entity. Provide 
the loss amount passed through to the issuing entity to date, including 
any forgiven principal as a result of a modification that was passed 
through to the issuing entity.
    (7) Subsequent recovery amount. Provide the reporting period amount 
recovered subsequent to the initial gain/loss recognized at the time of 
liquidation.
    (8) Eviction indicator. Indicate whether an eviction process has 
begun.
    (9) REO exit date. If the loan exited REO during the reporting 
period, provide the date on which the loan exited REO status.
    (10) REO exit reason. If the loan exited REO during the reporting 
period, indicate the code that describes the reason the loan exited REO 
status.
    (t) Information related to losses. (1) Information related to loss 
claims. (i) UPB at liquidation. Provide the actual unpaid principal 
balance (UPB) at the time of liquidation.
    (ii) Servicing fees claimed. Provide the amount of accrued servicing 
fees claimed at time of servicer reimbursement after liquidation.
    (iii) Servicer advanced amounts reimbursed--principal. Provide the 
total amount of unpaid principal advances made by the servicer that were 
reimbursed to the servicer.
    (iv) Servicer advanced amounts reimbursed--interest. Provide the 
total amount of unpaid interest advances made by the servicer that were 
reimbursed to the servicer.
    (v) Servicer advanced amount reimbursed--taxes and insurance. 
Provide the total amount of any unpaid escrow amounts advanced by the 
servicer that were reimbursed to the servicer.
    (vi) Servicer advanced amount reimbursed--corporate. Provide the 
total amount of any outstanding advances of property inspection and 
preservation expenses made by the servicer that were reimbursed to the 
servicer.
    (vii) REO management fees. If the loan is in REO, provide the total 
amount of REO management fees (including auction fees) paid over the 
life of the loan.
    (viii) Cash for keys/cash for deed. Provide the total amount paid to 
the obligor or tenants in exchange for vacating the property, or the 
payment to the obligor to accelerate a deed-in-lieu process or complete 
a redemption period.

[[Page 572]]

    (ix) Performance incentive fees. Provide the total amount paid to 
the servicer in exchange for carrying out a deed-in-lieu or short sale 
or similar activities.
    (2) [Reserved]
    (u) Information related to mortgage insurance claims. If a mortgage 
insurance claim (MI claim) has been submitted to the primary mortgage 
insurance company for reimbursement, provide the following additional 
information:
    (1) MI claim filed date. Provide the date on which the servicer 
filed an MI claim.
    (2) MI claim amount. Provide the amount of the MI claim filed by the 
servicer.
    (3) MI claim paid date. If the MI claim has been paid, provide the 
date on which the MI company paid the MI claim.
    (4) MI claim paid amount. If the MI claim has been decided, provide 
the amount of the claim paid by the MI company.
    (5) MI claim denied/rescinded date. If the MI claim has been denied 
or rescinded, provide the final MI denial date after all servicer 
appeals.
    (6) Marketable title transferred date. If the deed for the property 
has been conveyed to the MI company, provide the date of actual title 
conveyance to the MI company.
    (v) Information related to delinquent loans. (1) Non-pay status. 
Indicate the code that describes the delinquency status of the loan.
    (2) Reporting action code. Further indicate the code that defines 
the default/delinquent status of the loan.
    Item 2. Commercial mortgages. If the asset pool includes commercial 
mortgages, provide the following data for each loan in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of the 
asset number used to specifically identify each asset in the pool.
    (2) Asset number. Provide the unique ID number of the asset.
    Instruction to paragraph (a)(2): The asset number must reference a 
single asset within the pool and should be the same number that will be 
used to identify the asset for all reports that would be required of an 
issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)). If an asset is removed and replaced with another asset, the 
asset added to the pool should be assigned a unique asset number 
applicable to only that asset.
    (3) Group ID. Indicate the alpha-numeric code assigned to each loan 
group within a securitization.
    (b) Reporting period. (1) Reporting period begin date. Specify the 
beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the 
reporting period.
    (c) General information about the commercial mortgage. (1) 
Originator. Identify the name or MERS organization number of the 
originator entity.
    (2) Origination date. Provide the date the loan was originated.
    (3) Original loan amount. Indicate the amount of the loan at the 
time the loan was originated.
    (4) Original loan term. Indicate the term of the loan in months at 
the time the loan was originated.
    (5) Maturity date. Indicate the date the final scheduled payment is 
due per the loan documents.
    (6) Original amortization term. Indicate the number of months that 
would have been required to retire the loan through regular payments, as 
determined at the origination date of the loan.
    (7) Original interest rate. Provide the rate of interest at the time 
the loan was originated.
    (8) Interest rate at securitization. Indicate the annual gross 
interest rate used to calculate interest for the loan as of 
securitization.
    (9) Interest accrual method. Provide the code that indicates the 
``number of days'' convention used to calculate interest.
    (10) Original interest rate type. Indicate whether the interest rate 
on the loan is fixed, adjustable, step or other.
    (11) Original interest-only term. Indicate the number of months in 
which the obligor is permitted to pay only interest on the loan.
    (12) First loan payment due date. Provide the date on which the 
borrower must pay the first full interest and/or principal payment due 
on the mortgage in accordance with the loan documents.
    (13) Underwriting indicator. Indicate whether the loan or asset met 
the criteria for the first level of solicitation, credit-granting or 
underwriting criteria used to originate the pool asset.
    (14) Lien position at securitization. Indicate the code that 
describes the lien position for the loan as of securitization.
    (15) Loan structure. Indicate the code that describes the type of 
loan structure including the seniority of participated mortgage loan 
components. The code relates to the loan within the securitization.
    (16) Payment type. Indicate the code that describes the type or 
method of payment for a loan.
    (17) Periodic principal and interest payment at securitization. 
Provide the total amount of principal and interest due on the loan in 
effect as of securitization.
    (18) Scheduled principal balance at securitization. Indicate the 
outstanding scheduled principal balance of the loan as of 
securitization.
    (19) Payment frequency. Indicate the code that describes the 
frequency mortgage loan payments are required to be made.

[[Page 573]]

    (20) Number of properties at securitization. Provide the number of 
properties which serve as mortgage collateral for the loan as of 
securitization.
    (21) Number of properties. Provide the number of properties which 
serve as mortgage collateral for the loan as of the end of the reporting 
period.
    (22) Grace days allowed. Provide the number of days after a mortgage 
payment is due in which the lender will not require a late payment 
charge in accordance with the loan documents. Does not include penalties 
associated with default interest.
    (23) Interest only indicator. Indicate yes or no whether this is a 
loan for which scheduled interest only is payable, whether for a 
temporary basis or until the full loan balance is due.
    (24) Balloon indicator. Indicate yes or no whether the loan 
documents require a lump-sum payment of principal at maturity.
    (25) Prepayment premium indicator. Indicate yes or no whether the 
obligor is subject to prepayment penalties.
    (26) Negative amortization indicator. Indicate yes or no whether 
negative amortization (interest shortage) amounts are permitted to be 
added back to the unpaid principal balance of the loan if monthly 
payments should fall below the true amortized amount.
    (27) Modification indicator. Indicate yes or no whether the loan has 
been modified from its original terms.
    (28) Information related to ARMs. If the loan is an ARM, provide the 
following additional information for each loan:
    (i) ARM index. Specify the code that describes the index on which an 
adjustable interest rate is based.
    (ii) First rate adjustment date. Provide the date on which the first 
interest rate adjustment becomes effective (subsequent to loan 
securitization).
    (iii) First payment adjustment date. Provide the date on which the 
first adjustment to the regular payment amount becomes effective (after 
securitization).
    (iv) ARM margin. Indicate the spread added to the index of an ARM 
loan to determine the interest rate at securitization.
    (v) Lifetime rate cap. Indicate the maximum interest rate that can 
be in effect during the life of the loan.
    (vi) Lifetime rate floor. Indicate the minimum interest rate that 
can be in effect during the life of the loan.
    (vii) Periodic rate increase limit. Provide the maximum amount the 
interest rate can increase from any period to the next.
    (viii) Periodic rate decrease limit. Provide the maximum amount the 
interest rate can decrease from any period to the next.
    (ix) Periodic pay adjustment maximum amount. Provide the maximum 
amount the principal and interest constant can increase or decrease on 
any adjustment date.
    (x) Periodic pay adjustment maximum percentage. Provide the maximum 
percentage amount the payment can increase or decrease from any period 
to the next.
    (xi) Rate reset frequency. Indicate the code describing the 
frequency which the periodic mortgage rate is reset due to an adjustment 
in the ARM index.
    (xii) Pay reset frequency. Indicate the code describing the 
frequency which the periodic mortgage payment will be adjusted.
    (xiii) Index look back in days. Provide the number of days prior to 
an interest rate adjustment effective date used to determine the 
appropriate index rate.
    (29) Information related to prepayment penalties. If the obligor is 
subject to prepayment penalties, provide the following additional 
information for each loan:
    (i) Prepayment lock-out end date. Provide the effective date after 
which the lender allows prepayment of a loan.
    (ii) Yield maintenance end date. Provide the date after which yield 
maintenance prepayment penalties are no longer effective.
    (iii) Prepayment premium end date. Provide the effective date after 
which prepayment premiums are no longer effective.
    (30) Information related to negative amortization. If the loan 
allows for negative amortization, provide the following additional 
information for each loan:
    (i) Maximum negative amortization allowed (% of original balance). 
Provide the maximum percentage of the original loan balance that can be 
added to the original loan balance as the result of negative 
amortization.
    (ii) Maximum negative amortization allowed. Provide the maximum 
amount of the original loan balance that can be added to the original 
loan balance as the result of negative amortization.
    (iii) Negative amortization/deferred interest capitalized amount. 
Indicate the amount for the reporting period that was capitalized (added 
to) the principal balance.
    (iv) Deferred interest--cumulative. Indicate the cumulative deferred 
interest for the reporting period and prior reporting cycles net of any 
deferred interest collected.
    (v) Deferred interest collected. Indicate the amount of deferred 
interest collected during the reporting period.
    (d) Information related to the property. Provide the following 
information for each of the properties that collateralizes a loan 
identified above:
    (1) Property name. Provide the name of the property which serves as 
mortgage collateral. If the property has been defeased, then populate 
with ``defeased.''
    (2) Property address. Specify the address of the property which 
serves as mortgage collateral. If multiple properties, then print

[[Page 574]]

``various.'' If the property has been defeased then leave field empty. 
For substituted properties, populate with the new property information.
    (3) Property city. Specify the city name where the property which 
serves as mortgage collateral is located. If the property has been 
defeased, then leave field empty.
    (4) Property state. Indicate the two character abbreviated code 
representing the state in which the property which serves as mortgage 
collateral is located.
    (5) Property zip code. Indicate the zip (or postal) code for the 
property which serves as mortgage collateral.
    (6) Property county. Indicate the county in which the property which 
serves as mortgage collateral is located.
    (7) Property type. Indicate the code that describes how the property 
is being used.
    (8) Net rentable square feet. Provide the net rentable square feet 
area of the property.
    (9) Net rentable square feet at securitization. Provide the net 
rentable square feet area of the property as determined at the time the 
property is contributed to the pool as collateral.
    (10) Number of units/beds/rooms. If the property type is 
multifamily, self-storage, healthcare, lodging or mobile home park, 
provide the number of units/beds/rooms of the property.
    (11) Number of units/beds/rooms at securitization. If the property 
type is multifamily, self-storage, healthcare, lodging or mobile home 
park, provide the number of units/beds/rooms of the property at 
securitization.
    (12) Year built. Provide the year that the property was built.
    (13) Year last renovated. Provide the year that the last major 
renovation/new construction was completed on the property.
    (14) Valuation amount at securitization. Provide the valuation 
amount of the property as of the valuation date at securitization.
    (15) Valuation source at securitization. Specify the code that 
identifies the source of the property valuation.
    (16) Valuation date at securitization. Provide the date the 
valuation amount at securitization was determined.
    (17) Most recent value. If an additional property valuation was 
obtained by any transaction party or its affiliates after the valuation 
obtained at securitization, provide the most recent valuation amount.
    (18) Most recent valuation date. Provide the date of the most recent 
valuation.
    (19) Most recent valuation source. Specify the code that identifies 
the source of the most recent property valuation.
    (20) Physical occupancy at securitization. Provide the percentage of 
rentable space occupied by tenants.
    (21) Most recent physical occupancy. Provide the most recent 
available percentage of rentable space occupied by tenants.
    (22) Property status. Provide the code that describes the status of 
the property.
    (23) Defeasance option start date. Provide the date when the 
defeasance option becomes available.
    (24) Defeasance status. Provide the code that indicates if a loan 
has or is able to be defeased.
    (25) Largest tenant.
    (i) Largest tenant. Identify the tenant that leases the largest 
square feet of the property based on the most recent annual lease 
rollover review.
    Instruction to paragraph (d)(25)(i): If the tenant is not occupying 
the space but is still paying rent, print ``Dark'' after tenant name. If 
tenant has sub-leased the space, print ``Sub-leased/name'' after tenant 
name.
    (ii) Square feet of largest tenant. Provide total number of square 
feet leased by the largest tenant based on the most recent annual lease 
rollover review.
    (iii) Date of lease expiration of largest tenant. Provide the date 
of lease expiration for the largest tenant.
    (26) Second largest tenant.
    (i) Second largest tenant. Identify the tenant that leases the 
second largest square feet of the property based on the most recent 
annual lease rollover review.
    Instruction to paragraph (d)(26)(i): If the tenant is not occupying 
the space but is still paying rent, print ``Dark'' after tenant name. If 
tenant has sub-leased the space, print ``Sub-leased/name'' after tenant 
name.
    (ii) Square feet of second largest tenant. Provide the total number 
of square feet leased by the second largest tenant based on the most 
recent annual lease rollover review.
    (iii) Date of lease expiration of second largest tenant. Provide the 
date of lease expiration for the second largest tenant.
    (27) Third largest tenant.
    (i) Third largest tenant. Identify the tenant that leases the third 
largest square feet of the property based on the most recent annual 
lease rollover review.
    Instruction to paragraph (d)(27)(i): If the tenant is not occupying 
the space but is still paying rent, print ``Dark'' after tenant name. If 
tenant has sub-leased the space, print ``Sub-leased/name'' after tenant 
name.
    (ii) Square feet of third largest tenant. Provide the total number 
square feet leased by the third largest tenant based on the most recent 
annual lease rollover review.
    (iii) Date of lease expiration of third largest tenant. Provide the 
date of lease expiration for the third largest tenant.
    (28) Financial information related to the property. Provide the 
following information as of the most recent date available:

[[Page 575]]

    (i) Date of financials as of securitization. Provide the date of the 
operating statement for the property used to underwrite the loan.
    (ii) Most recent financial as of start date. Specify the first date 
of the period for the most recent, hard copy operating statement (e.g., 
year-to-date or trailing 12 months).
    (iii) Most recent financial as of end date. Specify the last day of 
the period for the most recent, hard copy operating statement (e.g., 
year-to-date or trailing 12 months).
    (iv) Revenue at securitization. Provide the total underwritten 
revenue amount from all sources for a property as of securitization.
    (v) Most recent revenue. Provide the total revenues for the most 
recent operating statement reported.
    (vi) Operating expenses at securitization. Provide the total 
underwritten operating expenses as of securitization. Include real 
estate taxes, insurance, management fees, utilities, and repairs and 
maintenance. Exclude capital expenditures, tenant improvements, and 
leasing commissions.
    (vii) Operating expenses. Provide the total operating expenses for 
the most recent operating statement. Include real estate taxes, 
insurance, management fees, utilities, and repairs and maintenance. 
Exclude capital expenditures, tenant improvements, and leasing 
commissions.
    (viii) Net operating income at securitization. Provide the total 
underwritten revenues less total underwritten operating expenses prior 
to application of mortgage payments and capital items for all properties 
as of securitization.
    (ix) Most recent net operating income. Provide the total revenues 
less total operating expenses before capital items and debt service per 
the most recent operating statement.
    (x) Net cash flow at securitization. Provide the total underwritten 
revenue less total underwritten operating expenses and capital costs as 
of securitization.
    (xi) Most recent net cash flow. Provide the total revenue less the 
total operating expenses and capital costs but before debt service per 
the most recent operating statement.
    (xii) Net operating income or net cash flow indicator at 
securitization. Indicate the code that describes the method used to 
calculate at securitization net operating income or net cash flow.
    (xiii) Net operating income or net cash flow indicator. Indicate the 
code that describes the method used to calculate net operating income or 
net cash flow.
    (xiv) Most recent debt service amount. Provide the amount of total 
scheduled or actual payments that cover the same number of months as the 
most recent financial operating statement.
    (xv) Debt service coverage ratio (net operating income) at 
securitization. Provide the ratio of underwritten net operating income 
to debt service as of securitization.
    (xvi) Most recent debt service coverage ratio (net operating 
income). Provide the ratio of net operating income to debt service 
during the most recent operating statement reported.
    (xvii) Debt service coverage ratio (net cash flow) at 
securitization. Provide the ratio of underwritten net cash flow to debt 
service as of securitization.
    (xviii) Most recent debt service coverage ratio (net cash flow). 
Provide the ratio of net cash flow to debt service for the most recent 
financial operating statement.
    (xix) Debt service coverage ratio indicator at securitization. If 
there are multiple properties underlying the loan, indicate the code 
that describes how the debt service coverage ratio was calculated.
    (xx) Most recent debt service coverage ratio indicator. Indicate the 
code that describes how the debt service coverage ratio was calculated 
for the most recent financial operating statement.
    (xxi) Date of the most recent annual lease rollover review. Provide 
the date of the most recent annual lease rollover review.
    (e) Information related to activity on the loan. (1) Asset added 
indicator. Indicate yes or no whether the asset was added during the 
reporting period.
    Instruction to paragraph (e)(1): A response to this data point is 
required only when assets are added to the asset pool after the final 
prospectus under Sec. 230.424 of this chapter is filed.
    (2) Modification indicator--reporting period. Indicate yes or no 
whether the loan was modified during the reporting period.
    (3) Reporting period beginning scheduled loan balance. Indicate the 
scheduled balance as of the beginning of the reporting period.
    (4) Total scheduled principal and interest due. Provide the total 
amount of principal and interest due on the loan in the month 
corresponding to the current distribution date.
    (5) Reporting period interest rate. Indicate the annualized gross 
interest rate used to calculate the scheduled interest amount due for 
the reporting period.
    (6) Servicer and trustee fee rate. Indicate the sum of annual fee 
rates payable to the servicers and trustee.
    (7) Scheduled interest amount. Provide the amount of gross interest 
payment that was scheduled to be collected during the reporting period.
    (8) Other interest adjustment. Indicate any unscheduled interest 
adjustments during the reporting period.
    (9) Scheduled principal amount. Indicate the principal payment 
amount that was scheduled to be collected during the reporting period.

[[Page 576]]

    (10) Unscheduled principal collections. Provide the principal 
prepayments and other unscheduled payments of principal received on the 
loan during the reporting period.
    (11) Other principal adjustments. Indicate any other amounts that 
caused the principal balance of the loan to be decreased or increased 
during the reporting period, which are not considered unscheduled 
principal collections and are not scheduled principal amounts.
    (12) Reporting period ending actual balance. Indicate the 
outstanding actual balance of the loan as of the end of the reporting 
period.
    (13) Reporting period ending scheduled balance. Indicate the 
scheduled or stated principal balance for the loan (as defined in the 
servicing agreement) as of the end of the reporting period.
    (14) Paid through date. Provide the date the loan's scheduled 
principal and interest is paid through as of the end of the reporting 
period.
    (15) Hyper-amortizing date. Provide the date after which principal 
and interest may amortize at an accelerated rate, and/or interest 
expense to the mortgagor increases substantially.
    (16) Information related to servicer advances.
    (i) Servicing advance methodology. Indicate the code that describes 
the manner in which principal and/or interest are advanced by the 
servicer.
    (ii) Non-recoverability determined. Indicate yes or no whether the 
master servicer/special servicer has ceased advancing principal and 
interest and/or servicing the loan.
    (iii) Total principal and interest advance outstanding. Provide the 
total outstanding principal and interest advances made (or scheduled to 
be made by the distribution date) by the servicer(s).
    (iv) Total taxes and insurance advances outstanding. Provide the 
total outstanding tax and insurance advances made by the servicer(s) as 
of the end of the reporting period.
    (v) Other expenses advance outstanding. Provide the total 
outstanding other or miscellaneous advances made by the servicer(s) as 
of the end of the reporting period.
    (17) Payment status of loan. Provide the code that indicates the 
payment status of the loan.
    (18) Information related to activity on ARM loans. If the loan is an 
ARM, provide the following additional information:
    (i) ARM index rate. Provide the index rate used to determine the 
gross interest for the reporting period.
    (ii) Next interest rate. Provide the annualized gross interest rate 
that will be used to determine the next scheduled interest payment.
    (iii) Next interest rate change adjustment date. Provide the next 
date that the interest rate is scheduled to change.
    (iv) Next payment adjustment date. Provide the date that the amount 
of scheduled principal and/or interest is next scheduled to change.
    (f) Information related to servicers. (1) Primary servicer. Identify 
the name of the entity that services or will have the right to service 
the asset.
    (2) Most recent special servicer transfer date. Provide the date the 
transfer letter, email, etc. provided by the master servicer is accepted 
by the special servicer.
    (3) Most recent master servicer return date. Provide the date of the 
return letter, email, etc. provided by the special servicer which is 
accepted by the master servicer.
    (g) Asset subject to demand. Indicate yes or no whether during the 
reporting period the loan was the subject of a demand to repurchase or 
replace for breach of representations and warranties, including investor 
demands upon a trustee. If the loan is the subject of a demand to 
repurchase or replace for breach of representations and warranties, 
including investor demands upon a trustee, provide the following 
additional information:
    (1) Status of asset subject to demand. If the loan is the subject of 
a demand to repurchase or replace for breach of representations and 
warranties, including investor demands upon a trustee, indicate the code 
that describes the status of the repurchase demand as of the end of the 
reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the 
loan from the pool.
    (3) Demand resolution date. Indicate the date the loan repurchase or 
replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that 
describes the reason for the repurchase.
    (h) Realized loss to trust. Indicate the difference between net 
proceeds (after liquidation expenses) and the scheduled or stated 
principal of the loan as of the beginning of the reporting period.
    (i) Information related to prepayments. If a prepayment was 
received, provide the following additional information for each loan:
    (1) Liquidation/Prepayment code. Indicate the code assigned to any 
unscheduled principal payments or liquidation proceeds received during 
the reporting period.
    (2) Liquidation/Prepayment date. Provide the effective date on which 
an unscheduled principal payment or liquidation proceeds were received.
    (3) Prepayment premium/yield maintenance received. Indicate the 
amount received from a borrower during the reporting period

[[Page 577]]

in exchange for allowing a borrower to pay off a loan prior to the 
maturity or anticipated repayment date.
    (j) Workout strategy. Indicate the code that best describes the 
steps being taken to resolve the loan.
    (k) Information related to modifications. If the loan has been 
modified from its original terms, provide the following additional 
information about the most recent loan modification:
    (1) Date of last modification. Indicate the date of the most recent 
modification. A modification includes any material change to the loan 
document, excluding assumptions.
    (2) Modification code. Indicate the code that describes the type of 
loan modification.
    (3) Post-modification interest rate. Indicate the new initial 
interest rate to which the loan was modified.
    (4) Post-modification payment amount. Indicate the new initial 
principal and interest payment amount to which the loan was modified.
    (5) Post-modification maturity date. Indicate the new maturity date 
of the loan after the modification.
    (6) Post-modification amortization period. Indicate the new 
amortization period in months after the modification.
    Item 3. Automobile loans. If the asset pool includes automobile 
loans, provide the following data for each loan in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of the 
asset number used to specifically identify each asset in the pool.
    (2) Asset number. Provide the unique ID number of the asset.
    Instruction to paragraph (a)(2): The asset number must reference a 
single asset within the pool and should be the same number that will be 
used to identify the asset for all reports that would be required of an 
issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)). If an asset is removed and replaced with another asset, the 
asset added to the pool should be assigned a unique asset number 
applicable to only that asset.
    (b) Reporting period. (1) Reporting period begin date. Specify the 
beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the 
reporting period.
    (c) General information about the automobile loan. (1) Originator. 
Identify the name of the entity that originated the loan.
    (2) Origination date. Provide the date the loan was originated.
    (3) Original loan amount. Indicate the amount of the loan at the 
time the loan was originated.
    (4) Original loan term. Indicate the term of the loan in months at 
the time the loan was originated.
    (5) Loan maturity date. Indicate the month and year in which the 
final payment on the loan is scheduled to be made.
    (6) Original interest rate. Provide the rate of interest at the time 
the loan was originated.
    (7) Interest calculation type. Indicate whether the interest rate 
calculation method is simple or other.
    (8) Original interest rate type. Indicate whether the interest rate 
on the loan is fixed, adjustable or other.
    (9) Original interest-only term. Indicate the number of months from 
origination in which the obligor is permitted to pay only interest on 
the loan beginning from when the loan was originated.
    (10) Original first payment date. Provide the date of the first 
scheduled payment that was due after the loan was originated.
    (11) Underwriting indicator. Indicate whether the loan or asset met 
the criteria for the first level of solicitation, credit-granting or 
underwriting criteria used to originate the pool asset.
    (12) Grace period. Indicate the number of months during which 
interest accrues but no payments are due from the obligor.
    (13) Payment type. Specify the code indicating how often payments 
are required or if a balloon payment is due.
    (14) Subvented. Indicate yes or no to whether a form of subsidy is 
received on the loan, such as cash incentives or favorable financing for 
the buyer.
    (d) Information related to the vehicle. (1) Vehicle manufacturer. 
Provide the name of the manufacturer of the vehicle.
    (2) Vehicle model. Provide the name of the model of the vehicle.
    (3) New or used. Indicate whether the vehicle financed is new or 
used at the time of origination.
    (4) Model year. Indicate the model year of the vehicle.
    (5) Vehicle type. Indicate the code describing the vehicle type.
    (6) Vehicle value. Indicate the value of the vehicle at the time of 
origination.
    (7) Source of vehicle value. Specify the code that describes the 
source of the vehicle value.
    (e) Information related to the obligor. (1) Obligor credit score 
type. Specify the type of the standardized credit score used to evaluate 
the obligor during the loan origination process.
    (2) Obligor credit score. Provide the standardized credit score of 
the obligor used to evaluate the obligor during the loan origination 
process.
    (3) Obligor income verification level. Indicate the code describing 
the extent to which the obligor's income was verified during the loan 
origination process.
    (4) Obligor employment verification. Indicate the code describing 
the extent to which

[[Page 578]]

the obligor's employment was verified during the loan origination 
process.
    (5) Co-obligor present indicator. Indicate whether the loan has a 
co-obligor.
    (6) Payment-to-income ratio. Provide the scheduled monthly payment 
amount as a percentage of the total monthly income of the obligor and 
any other obligor at the origination date. Provide the methodology for 
determining monthly income in the prospectus.
    (7) Geographic location of obligor. Specify the location of the 
obligor by providing the current U.S. state or territory.
    (f) Information related to activity on the loan. (1) Asset added 
indicator. Indicate yes or no whether the asset was added during the 
reporting period.
    Instruction to paragraph (f)(1): A response to this data point is 
required only when assets are added to the asset pool after the final 
prospectus under Sec. 230.424 of this chapter is filed.
    (2) Remaining term to maturity. Indicate the number of months from 
the end of the reporting period to the loan maturity date.
    (3) Modification indicator--reporting period. Indicates yes or no 
whether the asset was modified from its original terms during the 
reporting period.
    (4) Servicing advance method. Specify the code that indicates a 
servicer's responsibility for advancing principal or interest on 
delinquent loans.
    (5) Reporting period beginning loan balance. Indicate the 
outstanding principal balance of the loan as of the beginning of the 
reporting period.
    (6) Next reporting period payment amount due. Indicate the total 
payment due to be collected in the next reporting period.
    (7) Reporting period interest rate. Indicate the current interest 
rate for the loan in effect during the reporting period.
    (8) Next interest rate. For loans that have not been paid off, 
indicate the interest rate that is in effect for the next reporting 
period.
    (9) Servicing fee--percentage. If the servicing fee is based on a 
percentage, provide the percentage used to calculate the aggregate 
servicing fee.
    (10) Servicing fee--flat-fee. If the servicing fee is based on a 
flat-fee amount, indicate the monthly servicing fee paid to all 
servicers.
    (11) Other loan-level servicing fee(s) retained by servicer. Provide 
the amount of all other fees earned by loan administrators that reduce 
the amount of funds remitted to the issuing entity (including 
subservicing, master servicing, trustee fees, etc.).
    (12) Other assessed but uncollected servicer fees. Provide the 
cumulative amount of late charges and other fees that have been assessed 
by the servicer, but not paid by the obligor.
    (13) Scheduled interest amount. Indicate the interest payment amount 
that was scheduled to be collected during the reporting period.
    (14) Scheduled principal amount. Indicate the principal payment 
amount that was scheduled to be collected during the reporting period.
    (15) Other principal adjustments. Indicate any other amounts that 
caused the principal balance of the loan to be decreased or increased 
during the reporting period.
    (16) Reporting period ending actual balance. Indicate the actual 
balance of the loan as of the end of the reporting period.
    (17) Reporting period scheduled payment amount. Indicate the total 
payment amount that was scheduled to be collected during the reporting 
period (including all fees).
    (18) Total actual amount paid. Indicate the total payment paid to 
the servicer during the reporting period.
    (19) Actual interest collected. Indicate the gross amount of 
interest collected during the reporting period, whether or not from the 
obligor.
    (20) Actual principal collected. Indicate the amount of principal 
collected during the reporting period, whether or not from the obligor.
    (21) Actual other amounts collected. Indicate the total of any 
amounts, other than principal and interest, collected during the 
reporting period, whether or not from the obligor.
    (22) Servicer advanced amount. If amounts were advanced by the 
servicer during the reporting period, specify the amount.
    (23) Interest paid through date. Provide the date through which 
interest is paid with the payment received during the reporting period, 
which is the effective date from which interest will be calculated for 
the application of the next payment.
    (24) Zero balance loans. If the loan balance was reduced to zero 
during the reporting period, provide the following additional 
information about the loan:
    (i) Zero balance effective date. Provide the date on which the loan 
balance was reduced to zero.
    (ii) Zero balance code. Provide the code that indicates the reason 
the loan's balance was reduced to zero.
    (25) Current delinquency status. Indicate the number of days the 
obligor is delinquent past the obligor's payment due date, as determined 
by the governing transaction agreement.
    (g) Information related to servicers. (1) Primary loan servicer. 
Provide the name of the entity that services or will have the right to 
service the loan.
    (2) Most recent servicing transfer received date. If a loan's 
servicing has been transferred, provide the effective date of the most 
recent servicing transfer.

[[Page 579]]

    (h) Asset subject to demand. Indicate yes or no whether during the 
reporting period the loan was the subject of a demand to repurchase or 
replace for breach of representations and warranties, including investor 
demands upon a trustee. If the loan is the subject of a demand to 
repurchase or replace for breach of representations and warranties, 
including investor demands upon a trustee, provide the following 
additional information:
    (1) Status of asset subject to demand. Indicate the code that 
describes the status of the repurchase or replacement demand as of the 
end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the 
loan.
    (3) Demand resolution date. Indicate the date the loan repurchase or 
replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that 
describes the reason for the repurchase or replacement.
    (i) Information related to loans that have been charged off. If the 
loan has been charged off, provide the following additional information:
    (1) Charged-off principal amount. Specify the amount of uncollected 
principal charged off.
    (2) Amounts recovered. If the loan was previously charged off, 
specify any amounts received after charge-off.
    (j) Information related to loan modifications. If the loan has been 
modified from its original terms, provide the following additional 
information about the most recent loan modification:
    (1) Modification type. Indicate the code that describes the reason 
the asset was modified during the reporting period.
    (2) Payment extension. Provide the number of months the loan was 
extended during the reporting period.
    (k) Repossessed. Indicate yes or no whether the vehicle has been 
repossessed. If the vehicle has been repossessed, provide the following 
additional information:
    (1) Repossession proceeds. Provide the total amount of proceeds 
received on disposition (net of repossession fees and expenses).
    (2) [Reserved]
    Item 4. Automobile leases. If the asset pool includes automobile 
leases, provide the following data for each lease in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of the 
asset number used to specifically identify each asset in the pool.
    (2) Asset number. Provide the unique ID number of the asset.
    Instruction to paragraph (a)(2): The asset number must reference a 
single asset within the pool and should be the same number that will be 
used to identify the asset for all reports that would be required of an 
issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)). If an asset is removed and replaced with another asset, the 
asset added to the pool should be assigned a unique asset number 
applicable to only that asset.
    (b) Reporting period. (1) Reporting period begin date. Specify the 
beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the 
reporting period.
    (c) General information about the automobile lease. (1) Originator. 
Identify the name of the entity that originated the lease.
    (2) Origination date. Provide the date the lease was originated.
    (3) Acquisition cost. Provide the original acquisition cost of the 
lease.
    (4) Original lease term. Indicate the term of the lease in months at 
the time the lease was originated.
    (5) Scheduled termination date. Indicate the month and year in which 
the final lease payment is scheduled to be made.
    (6) Original first payment date. Provide the date of the first 
scheduled payment after origination.
    (7) Underwriting indicator. Indicate whether the lease met the 
criteria for the first level of solicitation, credit-granting or 
underwriting criteria used to originate the pool asset.
    (8) Grace period. Indicate the number of months during the term of 
the lease when no payments are due from the lessee.
    (9) Payment type. Specify the code indicating the payment frequency 
of the lease.
    (10) Subvented. Indicate yes or no whether a form of subsidy is 
received on the lease, such as cash incentives or favorable financing 
for the lessee.
    (d) Information related to the vehicle. (1) Vehicle manufacturer. 
Provide the name of the manufacturer of the leased vehicle.
    (2) Vehicle model. Provide the name of the model of the leased 
vehicle.
    (3) New or used. Indicate whether the leased vehicle is new or used.
    (4) Model year. Indicate the model year of the leased vehicle.
    (5) Vehicle type. Indicate the code describing the vehicle type.
    (6) Vehicle value. Indicate the value of the vehicle at the time of 
origination.
    (7) Source of vehicle value. Specify the code that describes the 
source of the vehicle value.
    (8) Base residual value. Provide the securitized residual value of 
the leased vehicle.
    (9) Source of base residual value. Specify the code that describes 
the source of the base residual value.
    (10) Contractual residual value. Provide the residual value, as 
stated on the contract,

[[Page 580]]

that the lessee would need to pay to purchase the vehicle at the end of 
the lease term.
    (e) Information related to the lessee. (1) Lessee credit score type. 
Specify the type of the standardized credit score used to evaluate the 
lessee during the lease origination process.
    (2) Lessee credit score. Provide the standardized credit score of 
the lessee used to evaluate the lessee during the lease origination 
process.
    (3) Lessee income verification level. Indicate the code describing 
the extent to which the lessee's income was verified during the lease 
origination process.
    (4) Lessee employment verification. Indicate the code describing the 
extent to which the lessee's employment was verified during the lease 
origination process.
    (5) Co-lessee present indicator. Indicate whether the lease has a 
co-lessee.
    (6) Payment-to-income ratio. Provide the scheduled monthly payment 
amount as a percentage of the total monthly income of the lessee and any 
other co-lessee at the origination date. Provide the methodology for 
determining monthly income in the prospectus.
    (7) Geographic location of lessee. Specify the location of the 
lessee by providing the current U.S. state or territory.
    (f) Information related to activity on the lease. (1) Asset added 
indicator. Indicate yes or no whether the asset was added during the 
reporting period.
    Instruction to paragraph (f)(1): A response to this data point is 
required only when assets are added to the asset pool after the final 
prospectus under Sec. 230.424 of this chapter is filed.
    (2) Remaining term to maturity. Indicate the number of months from 
the end of the reporting period to the lease maturity date.
    (3) Modification indicator--reporting period. Indicates yes or no 
whether the asset was modified from its original terms during the 
reporting period.
    (4) Servicing advance method. Specify the code that indicates a 
servicer's responsibility for advancing principal or interest on 
delinquent leases.
    (5) Reporting period securitization value. Provide the sum of the 
present values, as of the beginning of the reporting period, of the 
remaining scheduled monthly payment amounts and the base residual value 
of the leased vehicle, computed using the securitization value discount 
rate.
    (6) Securitization value discount rate. Provide the discount rate of 
the lease for the securitization transaction.
    (7) Next reporting period payment amount due. Indicate the total 
payment due to be collected in the next reporting period.
    (8) Servicing fee--percentage. If the servicing fee is based on a 
percentage, provide the percentage used to calculate the aggregate 
servicing fee.
    (9) Servicing fee--flat-fee. If the servicing fee is based on a 
flat-fee amount, indicate the monthly servicing fee paid to all 
servicers.
    (10) Other lease-level servicing fee(s) retained by servicer. 
Provide the amount of all other fees earned by lease administrators that 
reduce the amount of funds remitted to the issuing entity (including 
subservicing, master servicing, trustee fees, etc.).
    (11) Other assessed but uncollected servicer fees. Provide the 
cumulative amount of late charges and other fees that have been assessed 
by the servicer, but not paid by the lessee.
    (12) Reporting period ending actual balance. Indicate the actual 
balance of the lease as of the end of the reporting period.
    (13) Reporting period scheduled payment amount. Indicate the total 
payment amount that was scheduled to be collected during the reporting 
period (including all fees).
    (14) Total actual amount paid. Indicate the total lease payment 
received during the reporting period.
    (15) Actual other amounts collected. Indicate the total of any 
amounts, other than the scheduled lease payment, collected during the 
reporting period, whether or not from the lessee.
    (16) Reporting period ending actual securitization value. Provide 
the sum of the present values, as of the end of the reporting period, of 
the remaining scheduled monthly payment amounts and the base residual 
value of the leased vehicle, computed using the securitization value 
discount rate.
    (17) Servicer advanced amount. If amounts were advanced by the 
servicer during the reporting period, specify the amount.
    (18) Paid through date. Provide the date through which scheduled 
payments have been made with the payment received during the reporting 
period, which is the effective date from which amounts due will be 
calculated for the application of the next payment.
    (19) Zero balance leases. If the lease balance was reduced to zero 
during the reporting period, provide the following additional 
information about the lease:
    (i) Zero balance effective date. Provide the date on which the lease 
balance was reduced to zero.
    (ii) Zero balance code. Provide the code that indicates the reason 
the lease's balance was reduced to zero.
    (20) Current delinquency status. Indicate the number of days the 
lessee is delinquent past the lessee's payment due date, as determined 
by the governing transaction agreement.
    (g) Information related to servicers. (1) Primary lease servicer. 
Provide the name of the

[[Page 581]]

entity that services or will have the right to service the lease.
    (2) Most recent servicing transfer received date. If a lease's 
servicing has been transferred, provide the effective date of the most 
recent servicing transfer.
    (h) Asset subject to demand. Indicate yes or no whether during the 
reporting period the lease was the subject of a demand to repurchase or 
replace for breach of representations and warranties, including investor 
demands upon a trustee. If the lease is the subject of a demand to 
repurchase or replace for breach of representations and warranties, 
including investor demands upon a trustee, provide the following 
additional information:
    (1) Status of asset subject to demand. Indicate the code that 
describes the status of the repurchase or replacement demand as of the 
end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the 
lease from the pool.
    (3) Demand resolution date. Indicate the date the lease repurchase 
or replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that 
describes the reason for the repurchase or replacement.
    (i) Information related to leases that have been charged off. If the 
lease has been charged off, provide the following additional 
information:
    (1) Charge-off amounts. Provide the amount charged off on the lease.
    (2) [Reserved]
    (j) Information related to lease modifications. If the lease has 
been modified from its original terms, provide the following additional 
information about the most recent lease modification:
    (1) Modification type. Indicate the code that describes the reason 
the lease was modified during the reporting period.
    (2) Lease extension. Provide the number of months the lease was 
extended during the reporting period.
    (k) Information related to lease terminations. If the lease was 
terminated, provide the following additional information:
    (1) Termination indicator. Specify the code that describes the 
reason why the lease was terminated.
    (2) Excess fees. Specify the amount of excess fees received upon 
return of the vehicle, such as excess wear and tear or excess mileage.
    (3) Liquidation proceeds. Provide the liquidation proceeds net of 
repossession fees, auction fees and other expenses in accordance with 
standard industry practice.
    Item 5. Debt securities. If the asset pool includes debt securities, 
provide the following data for each security in the asset pool:
    (a) Asset numbers. (1) Asset number type. Identify the source of the 
asset number used to specifically identify each asset in the pool.
    (2) Asset number. Provide the standard industry identifier assigned 
to the asset. If a standard industry identifier is not assigned to the 
asset, provide a unique ID number for the asset.
    Instruction to paragraph (a)(2): The asset number must reference a 
single asset within the pool and should be the same number that will be 
used to identify the asset for all reports that would be required of an 
issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)). If an asset is removed and replaced with another asset, the 
asset added to the pool should be assigned a unique asset number 
applicable to only that asset.
    (3) Asset group number. For structures with multiple collateral 
groups, indicate the collateral group number in which the asset falls.
    (b) Reporting period. (1) Reporting period begin date. Specify the 
beginning date of the reporting period.
    (2) Reporting period end date. Specify the ending date of the 
reporting period.
    (c) General information about the underlying security. (1) Issuer. 
Provide the name of the issuer.
    (2) Original issuance date. Provide the date the underlying security 
was issued. For revolving asset master trusts, provide the issuance date 
of the receivable that will be added to the asset pool.
    (3) Original security amount. Indicate the amount of the underlying 
security at the time the underlying security was issued.
    (4) Original security term. Indicate the initial number of months 
between the month the underlying security was issued and the security's 
maturity date.
    (5) Security maturity date. Indicate the month and year in which the 
final payment on the underlying security is scheduled to be made.
    (6) Original amortization term. Indicate the number of months in 
which the underlying security would be retired if the amortizing 
principal and interest payment were to be paid each month.
    (7) Original interest rate. Provide the rate of interest at the time 
the underlying security was issued.
    (8) Accrual type. Provide the code that describes the method used to 
calculate interest on the underlying security.
    (9) Interest rate type. Indicate the code that indicates whether the 
interest rate on the underlying security is fixed, adjustable, step or 
other.

[[Page 582]]

    (10) Original interest-only term. Indicate the number of months from 
the date the underlying security was issued in which the obligor is 
permitted to pay only interest on the underlying security.
    (11) First payment date from issuance. Provide the date of the first 
scheduled payment.
    (12) Underwriting indicator. Indicate whether the loan or asset met 
the criteria for the first level of solicitation, credit-granting or 
underwriting criteria used to originate the pool asset.
    (13) Title of underlying security. Specify the title of the 
underlying security.
    (14) Denomination. Give the minimum denomination of the underlying 
security.
    (15) Currency. Specify the currency of the underlying security.
    (16) Trustee. Specify the name of the trustee.
    (17) Underlying SEC file number. Specify the registration statement 
file number of the registration of the offer and sale of the underlying 
security.
    (18) Underlying CIK number. Specify the CIK number of the issuer of 
the underlying security.
    (19) Callable. Indicate whether the security is callable.
    (20) Payment frequency. Indicate the code describing the frequency 
of payments that will be made on the underlying security.
    (21) Zero coupon indicator. Indicate yes or no whether an underlying 
security or agreement is interest bearing.
    (d) Information related to activity on the underlying security. (1) 
Asset added indicator. Indicate yes or no whether the underlying 
security was added to the asset pool during the reporting period.
    Instruction to paragraph (d)(1): A response to this data point is 
required only when assets are added to the asset pool after the final 
prospectus under Sec. 230.424 of this chapter is filed.
    (2) Modification indicator. Indicates yes or no whether the 
underlying security was modified from its original terms.
    (3) Reporting period beginning asset balance. Indicate the 
outstanding principal balance of the underlying security as of the 
beginning of the reporting period.
    (4) Reporting period beginning scheduled asset balance. Indicate the 
scheduled principal balance of the underlying security as of the 
beginning of the reporting period.
    (5) Reporting period scheduled payment amount. Indicate the total 
payment amount that was scheduled to be collected during the reporting 
period.
    (6) Reporting period interest rate. Indicate the interest rate in 
effect on the underlying security.
    (7) Total actual amount paid. Indicate the total payment paid to the 
servicer during the reporting period.
    (8) Actual interest collected. Indicate the gross amount of interest 
collected during the reporting period.
    (9) Actual principal collected. Indicate the amount of principal 
collected during the reporting period.
    (10) Actual other amounts collected. Indicate the total of any 
amounts, other than principal and interest, collected during the 
reporting period.
    (11) Other principal adjustments. Indicate any other amounts that 
caused the principal balance of the underlying security to be decreased 
or increased during the reporting period.
    (12) Other interest adjustments. Indicate any unscheduled interest 
adjustments during the reporting period.
    (13) Scheduled interest amount. Indicate the interest payment amount 
that was scheduled to be collected during the reporting period.
    (14) Scheduled principal amount. Indicate the principal payment 
amount that was scheduled to be collected during the reporting period.
    (15) Reporting period ending actual balance. Indicate the actual 
balance of the underlying security as of the end of the reporting 
period.
    (16) Reporting period ending scheduled balance. Indicate the 
scheduled principal balance of the underlying security as of the end of 
the reporting period.
    (17) Servicing fee--percentage. If the servicing fee is based on a 
percentage, provide the percentage used to calculate the aggregate 
servicing fee.
    (18) Servicing fee--flat-fee. If the servicing fee is based on a 
flat-fee amount, indicate the monthly servicing fee paid to all 
servicers as an amount.
    (19) Zero balance loans. If the loan balance was reduced to zero 
during the reporting period, provide the following additional 
information about the loan:
    (i) Zero balance code. Provide the code that indicates the reason 
the underlying security's balance was reduced to zero.
    (ii) Zero balance effective date. Provide the date on which the 
underlying security's balance was reduced to zero.
    (20) Remaining term to maturity. Indicate the number of months from 
the end of the reporting period to the maturity date of the underlying 
security.
    (21) Current delinquency status. Indicate the number of days the 
obligor is delinquent as determined by the governing transaction 
agreement.
    (22) Number of days payment is past due. If the obligor has not made 
the full scheduled payment, indicate the number of days since the 
scheduled payment date.
    (23) Number of payments past due. Indicate the number of payments 
the obligor is past due as of the end of the reporting period.

[[Page 583]]

    (24) Next reporting period payment amount due. Indicate the total 
payment due to be collected in the next reporting period.
    (25) Next due date. For assets that have not been paid off, indicate 
the next payment due date on the underlying security.
    (e) Information related to servicers. (1) Primary servicer. Indicate 
the name or MERS organization number of the entity that serviced the 
underlying security during the reporting period.
    (2) Most recent servicing transfer received date. If the servicing 
of the underlying security has been transferred, provide the effective 
date of the most recent servicing transfer.
    (f) Asset subject to demand. Indicate yes or no whether during the 
reporting period the asset was the subject of a demand to repurchase or 
replace for breach of representations and warranties, including investor 
demands upon a trustee. If the asset is the subject of a demand to 
repurchase or replace for breach of representations and warranties, 
including investor demands upon a trustee, provide the following 
additional information:
    (1) Status of asset subject to demand. Indicate the code that 
describes the status of the repurchase or replacement demand as of the 
end of the reporting period.
    (2) Repurchase amount. Provide the amount paid to repurchase the 
underlying security from the pool.
    (3) Demand resolution date. Indicate the date the underlying 
security repurchase or replacement demand was resolved.
    (4) Repurchaser. Specify the name of the repurchaser.
    (5) Repurchase or replacement reason. Indicate the code that 
describes the reason for the repurchase or replacement.
    Item 6. Resecuritizations.
    (a) If the asset pool includes asset-backed securities, provide the 
asset-level information specified in Item 5. Debt Securities in this 
Schedule AL for each security in the asset pool.
    (b) If the asset pool includes asset-backed securities issued after 
November 23, 2016, provide the asset-level information specified in 
Sec. 229.1111(h) for the assets backing each security in the asset pool.

[79 FR 57316, Sept. 24, 2014; 79 FR 58674, Sept. 30, 2014, as amended at 
81 FR 40512, June 22, 2016]



   Subpart 229.1200_Disclosure by Registrants Engaged in Oil and Gas 
                          Producing Activities

    Source: 74 FR 2193, Jan. 14, 2009, unless otherwise noted.



Sec. 229.1201  (Item 1201) General instructions to oil and gas 
industry-specific disclosures.

    (a) If oil and gas producing activities are material to the 
registrant's or its subsidiaries' business operations or financial 
position, the disclosure specified in this Subpart 229.1200 should be 
included under appropriate captions (with cross references, where 
applicable, to related information disclosed in financial statements). 
However, limited partnerships and joint ventures that conduct, operate, 
manage, or report upon oil and gas drilling or income programs, that 
acquire properties either for drilling and production, or for production 
of oil, gas, or geothermal steam or water, need not include such 
disclosure.
    (b) To the extent that Items 1202 through 1208 (Secs. 229.1202-
229.1208) call for disclosures in tabular format, as specified in the 
particular Item, a registrant may modify such format for ease of 
presentation, to add information or to combine two or more required 
tables.
    (c) The definitions in Rule 4-10(a) of Regulation S-X (17 CFR 210.4-
10(a)) shall apply for purposes of this Subpart 229.1200.
    (d) For purposes of this Subpart 229.1200, the term by geographic 
area means, as appropriate for meaningful disclosure in the 
circumstances:
    (1) By individual country;
    (2) By groups of countries within a continent; or
    (3) By continent.



Sec. 229.1202  (Item 1202) Disclosure of reserves.

    (a) Summary of oil and gas reserves at fiscal year end. (1) Provide 
the information specified in paragraph (a)(2) of this Item in tabular 
format as provided below:

[[Page 584]]



            Summary of Oil and Gas Reserves as of Fiscal-Year End Based on Average Fiscal-Year Prices
----------------------------------------------------------------------------------------------------------------
                                                                             Reserves
                                                ----------------------------------------------------------------
               Reserves category                              Natural gas   Synthetic    Synthetic    Product A
                                                 Oil (mbbls)     (mmcf)    oil (mbbls)   gas (mmcf)   (measure)
----------------------------------------------------------------------------------------------------------------
PROVED                                           ...........  ...........  ...........  ...........  ...........
Developed:                                       ...........  ...........  ...........  ...........  ...........
    Continent A................................  ...........  ...........  ...........  ...........  ...........
    Continent B................................  ...........  ...........  ...........  ...........  ...........
    Country A..................................  ...........  ...........  ...........  ...........  ...........
    Country B..................................  ...........  ...........  ...........  ...........  ...........
    Other Countries in Continent B.............  ...........  ...........  ...........  ...........  ...........
Undeveloped:                                     ...........  ...........  ...........  ...........  ...........
    Continent A................................  ...........  ...........  ...........  ...........  ...........
    Continent B................................  ...........  ...........  ...........  ...........  ...........
    Country A..................................  ...........  ...........  ...........  ...........  ...........
    Country B..................................  ...........  ...........  ...........  ...........  ...........
    Other Countries in Continent B.............  ...........  ...........  ...........  ...........  ...........
                                                ----------------------------------------------------------------
        TOTAL PROVED...........................  ...........  ...........  ...........  ...........  ...........
----------------------------------------------------------------------------------------------------------------
PROBABLE                                         ...........  ...........  ...........  ...........  ...........
    Developed..................................  ...........  ...........  ...........  ...........  ...........
    Undeveloped................................  ...........  ...........  ...........  ...........  ...........
POSSIBLE                                         ...........  ...........  ...........  ...........  ...........
    Developed..................................  ...........  ...........  ...........  ...........  ...........
    Undeveloped................................  ...........  ...........  ...........  ...........  ...........
----------------------------------------------------------------------------------------------------------------

    (2) Disclose, in the aggregate and by geographic area and for each 
country containing 15% or more of the registrant's proved reserves, 
expressed on an oil-equivalent-barrels basis, reserves estimated using 
prices and costs under existing economic conditions, for the product 
types listed in paragraph (a)(4) of this Item, in the following 
categories:
    (i) Proved developed reserves;
    (ii) Proved undeveloped reserves;
    (iii) Total proved reserves;
    (iv) Probable developed reserves (optional);
    (v) Probable undeveloped reserves (optional);
    (vi) Possible developed reserves (optional); and
    (vii) Possible undeveloped reserves (optional).

Instruction 1 to paragraph (a)(2): Disclose updated reserves tables as 
of the close of each fiscal year.
Instruction 2 to paragraph (a)(2): The registrant is permitted, but not 
required, to disclose probable or possible reserves pursuant to 
paragraphs (a)(2)(iv) through (a)(2)(vii) of this Item.
Instruction 3 to paragraph (a)(2): If the registrant discloses amounts 
of a product in barrels of oil equivalent, disclose the basis for such 
equivalency.
Instruction 4 to paragraph (a)(2): A registrant need not provide 
disclosure of the reserves in a country containing 15% or more of the 
registrant's proved reserves if that country's government prohibits 
disclosure of reserves in that country. In addition, a registrant need 
not provide disclosure of the reserves in a country containing 15% or 
more of the registrant's proved reserves if that country's government 
prohibits disclosure in a particular field and disclosure of reserves in 
that country would have the effect of disclosing reserves in particular 
fields.

    (3) Reported total reserves shall be simple arithmetic sums of all 
estimates for individual properties or fields within each reserves 
category. When probabilistic methods are used, reserves should not be 
aggregated probabilistically beyond the field or property level; 
instead, they should be aggregated by simple arithmetic summation.
    (4) Disclose separately material reserves of the following product 
types:
    (i) Oil;
    (ii) Natural gas;
    (iii) Synthetic oil;
    (iv) Synthetic gas; and
    (v) Sales products of other non-renewable natural resources that are 
intended to be upgraded into synthetic oil and gas.

[[Page 585]]

    (5) If the registrant discloses probable or possible reserves, 
discuss the uncertainty related to such reserves estimates.
    (6) If the registrant has not previously disclosed reserves 
estimates in a filing with the Commission or is disclosing material 
additions to its reserves estimates, the registrant shall provide a 
general discussion of the technologies used to establish the appropriate 
level of certainty for reserves estimates from material properties 
included in the total reserves disclosed. The particular properties do 
not need to be identified.
    (7) Preparation of reserves estimates or reserves audit. Disclose 
and describe the internal controls the registrant uses in its reserves 
estimation effort. In addition, disclose the qualifications of the 
technical person primarily responsible for overseeing the preparation of 
the reserves estimates and, if the registrant represents that a third 
party conducted a reserves audit, disclose the qualifications of the 
technical person primarily responsible for overseeing such reserves 
audit.
    (8) Third party reports. If the registrant represents that a third 
party prepared, or conducted a reserves audit of, the registrant's 
reserves estimates, or any estimated valuation thereof, or conducted a 
process review, the registrant shall file a report of the third party as 
an exhibit to the relevant registration statement or other Commission 
filing. If the report relates to the preparation of, or a reserves audit 
of, the registrant's reserves estimates, it must include the following 
disclosure, if applicable to the type of filing:
    (i) The purpose for which the report was prepared and for whom it 
was prepared;
    (ii) The effective date of the report and the date on which the 
report was completed;
    (iii) The proportion of the registrant's total reserves covered by 
the report and the geographic area in which the covered reserves are 
located;
    (iv) The assumptions, data, methods, and procedures used, including 
the percentage of the registrant's total reserves reviewed in connection 
with the preparation of the report, and a statement that such 
assumptions, data, methods, and procedures are appropriate for the 
purpose served by the report;
    (v) A discussion of primary economic assumptions;
    (vi) A discussion of the possible effects of regulation on the 
ability of the registrant to recover the estimated reserves;
    (vii) A discussion regarding the inherent uncertainties of reserves 
estimates;
    (viii) A statement that the third party has used all methods and 
procedures as it considered necessary under the circumstances to prepare 
the report;
    (ix) A brief summary of the third party's conclusions with respect 
to the reserves estimates; and
    (x) The signature of the third party.
    (9) For purposes of this Item 1202, the term reserves audit means 
the process of reviewing certain of the pertinent facts interpreted and 
assumptions underlying a reserves estimate prepared by another party and 
the rendering of an opinion about the appropriateness of the 
methodologies employed, the adequacy and quality of the data relied 
upon, the depth and thoroughness of the reserves estimation process, the 
classification of reserves appropriate to the relevant definitions used, 
and the reasonableness of the estimated reserves quantities.
    (b) Reserves sensitivity analysis (optional). (1) The registrant 
may, but is not required to, provide the information specified in 
paragraph (b)(2) of this Item in tabular format as provided below:

[[Page 586]]



                                     Sensitivity of Reserves to Prices by Principal Product Type and Price Scenario
--------------------------------------------------------------------------------------------------------------------------------------------------------
                           Proved reserves                                 Probable reserves                              Possible reserves
         -----------------------------------------------------------------------------------------------------------------------------------------------
  Price      Oil      Gas    Syn. oil  Syn. gas   Product A     Oil      Gas     Syn.     Syn.   Product A    Oil      Gas     Syn.     Syn.   Product A
  case   ---------------------------------------------------------------------   oil      gas   ----------------------------   oil      gas   ----------
                                                                              ------------------                            ------------------
            mbbls     mmcf     mbbls     mmcf      measure     mbbls    mmcf    mbbls     mmcf    measure    mbbls    mmcf    mbbls     mmcf    measure
--------------------------------------------------------------------------------------------------------------------------------------------------------
Scenario
       1
--------------------------------------------------------------------------------------------------------------------------------------------------------
Scenario
       2
--------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 587]]

    (2) The registrant may, but is not required to, disclose, in the 
aggregate, an estimate of reserves estimated for each product type based 
on different price and cost criteria, such as a range of prices and 
costs that may reasonably be achieved, including standardized futures 
prices or management's own forecasts.
    (3) If the registrant provides disclosure under this paragraph (b), 
disclose the price and cost schedules and assumptions on which the 
disclosed values are based.

Instruction to Item 1202: Estimates of oil or gas resources other than 
reserves, and any estimated values of such resources, shall not be 
disclosed in any document publicly filed with the Commission, unless 
such information is required to be disclosed in the document by foreign 
or state law; provided, however, that where such estimates previously 
have been provided to a person (or any of its affiliates) that is 
offering to acquire, merge, or consolidate with the registrant or 
otherwise to acquire the registrant's securities, such estimate may be 
included in documents related to such acquisition.



Sec. 229.1203  (Item 1203) Proved undeveloped reserves.

    (a) Disclose the total quantity of proved undeveloped reserves at 
year end.
    (b) Disclose material changes in proved undeveloped reserves that 
occurred during the year, including proved undeveloped reserves 
converted into proved developed reserves.
    (c) Discuss investments and progress made during the year to convert 
proved undeveloped reserves to proved developed reserves, including, but 
not limited to, capital expenditures.
    (d) Explain the reasons why material amounts of proved undeveloped 
reserves in individual fields or countries remain undeveloped for five 
years or more after disclosure as proved undeveloped reserves.



Sec. 229.1204  (Item 1204) Oil and gas production, production prices
and production costs.

    (a) For each of the last three fiscal years disclose production, by 
final product sold, of oil, gas, and other products. Disclosure shall be 
made by geographical area and for each country and field that contains 
15% or more of the registrant's total proved reserves expressed on an 
oil-equivalent-barrels basis unless prohibited by the country in which 
the reserves are located.
    (b) For each of the last three fiscal years disclose, by 
geographical area:
    (1) The average sales price (including transfers) per unit of oil, 
gas and other products produced; and
    (2) The average production cost, not including ad valorem and 
severance taxes, per unit of production.

Instruction 1 to Item 1204: Generally, net production should include 
only production that is owned by the registrant and produced to its 
interest, less royalties and production due others. However, in special 
situations (e.g., foreign production) net production before any 
royalties may be provided, if more appropriate. If ``net before 
royalty'' production figures are furnished, the change from the usage of 
``net production'' should be noted.
    Instruction 2 to Item 1204: Production of natural gas should include 
only marketable production of natural gas on an ``as sold'' basis. 
Production will include dry, residue, and wet gas, depending on whether 
liquids have been extracted before the registrant transfers title. 
Flared gas, injected gas, and gas consumed in operations should be 
omitted. Recovered gas-lift gas and reproduced gas should not be 
included until sold. Synthetic gas, when marketed as such, should be 
included in natural gas sales.
    Instruction 3 to Item 1204: If any product, such as bitumen, is sold 
or custody is transferred prior to conversion to synthetic oil or gas, 
the product's production, transfer prices, and production costs should 
be disclosed separately from all other products.
    Instruction 4 to Item 1204: The transfer price of oil and gas 
(natural and synthetic) produced should be determined in accordance with 
FASB ASC paragraph 932-235-50-24 (Extractive Activities--Oil and Gas 
Topic).
    Instruction 5 to Item 1204: The average production cost, not 
including ad valorem and severance taxes, per unit of production should 
be computed using production costs disclosed pursuant to FASB ASC Topic 
932, Extractive Activities--Oil and Gas. Units of production should be 
expressed in common units of production with oil, gas, and other 
products converted to a common unit of measure on the basis used in 
computing amortization.

[74 FR 2193, Jan. 14, 2009, as amended at 76 FR 50121, Aug. 12, 2011]

[[Page 588]]



Sec. 229.1205  (Item 1205) Drilling and other exploratory and 
development activities.

    (a) For each of the last three fiscal years, by geographical area, 
disclose:
    (1) The number of net productive and dry exploratory wells drilled; 
and
    (2) The number of net productive and dry development wells drilled.
    (b) Definitions. For purposes of this Item 1205, the following terms 
shall be defined as follows:
    (1) A dry well is an exploratory, development, or extension well 
that proves to be incapable of producing either oil or gas in sufficient 
quantities to justify completion as an oil or gas well.
    (2) A productive well is an exploratory, development, or extension 
well that is not a dry well.
    (3) Completion refers to installation of permanent equipment for 
production of oil or gas, or, in the case of a dry well, to reporting to 
the appropriate authority that the well has been abandoned.
    (4) The number of wells drilled refers to the number of wells 
completed at any time during the fiscal year, regardless of when 
drilling was initiated.
    (c) Disclose, by geographic area, for each of the last three years, 
any other exploratory or development activities conducted, including 
implementation of mining methods for purposes of oil and gas producing 
activities.



Sec. 229.1206  (Item 1206) Present activities.

    (a) Disclose, by geographical area, the registrant's present 
activities, such as the number of wells in the process of being drilled 
(including wells temporarily suspended), waterfloods in process of being 
installed, pressure maintenance operations, and any other related 
activities of material importance.
    (b) Provide the description of present activities as of a date at 
the end of the most recent fiscal year or as close to the date that the 
registrant files the document as reasonably possible.
    (c) Include only those wells in the process of being drilled at the 
``as of'' date and express them in terms of both gross and net wells.
    (d) Do not include wells that the registrant plans to drill, but has 
not commenced drilling unless there are factors that make such 
information material.



Sec. 229.1207  (Item 1207) Delivery commitments.

    (a) If the registrant is committed to provide a fixed and 
determinable quantity of oil or gas in the near future under existing 
contracts or agreements, disclose material information concerning the 
estimated availability of oil and gas from any principal sources, 
including the following:
    (1) The principal sources of oil and gas that the registrant will 
rely upon and the total amounts that the registrant expects to receive 
from each principal source and from all sources combined;
    (2) The total quantities of oil and gas that are subject to delivery 
commitments; and
    (3) The steps that the registrant has taken to ensure that available 
reserves and supplies are sufficient to meet such commitments for the 
next one to three years.
    (b) Disclose the information required by this Item:
    (1) In a form understandable to investors; and
    (2) Based upon the facts and circumstances of the particular 
situation, including, but not limited to:
    (i) Disclosure by geographic area;
    (ii) Significant supplies dedicated or contracted to the registrant;
    (iii) Any significant reserves or supplies subject to priorities or 
curtailments which may affect quantities delivered to certain classes of 
customers, such as customers receiving services under low priority and 
interruptible contracts;
    (iv) Any priority allocations or price limitations imposed by 
Federal or State regulatory agencies, as well as other factors beyond 
the registrant's control that may affect the registrant's ability to 
meet its contractual obligations (the registrant need not provide 
detailed discussions of price regulation);
    (v) Any other factors beyond the registrant's control, such as other 
parties having control over drilling new wells, competition for the 
acquisition of reserves and supplies, and the availability of foreign 
reserves and supplies,

[[Page 589]]

which may affect the registrant's ability to acquire additional reserves 
and supplies or to maintain or increase the availability of reserves and 
supplies; and
    (vi) Any impact on the registrant's earnings and financing needs 
resulting from its inability to meet short-term or long-term contractual 
obligations. (See Items 303 and 1209 of Regulation S-K (Secs. 229.303 
and 229.1209).)
    (c) If the registrant has been unable to meet any significant 
delivery commitments in the last three years, describe the circumstances 
concerning such events and their impact on the registrant.
    (d) For purposes of this Item, available reserves are estimates of 
the amounts of oil and gas which the registrant can produce from current 
proved developed reserves using presently installed equipment under 
existing economic and operating conditions and an estimate of amounts 
that others can deliver to the registrant under long-term contracts or 
agreements on a per-day, per-month, or per-year basis.



Sec. 229.1208  (Item 1208) Oil and gas properties, wells, operations,
and acreage.

    (a) Disclose, as of a reasonably current date or as of the end of 
the fiscal year, the total gross and net productive wells, expressed 
separately for oil and gas (including synthetic oil and gas produced 
through wells) and the total gross and net developed acreage (i.e., 
acreage assignable to productive wells) by geographic area.
    (b) Disclose, as of a reasonably current date or as of the end of 
the fiscal year, the amount of undeveloped acreage, both leases and 
concessions, if any, expressed in both gross and net acres by geographic 
area, together with an indication of acreage concentrations, and, if 
material, the minimum remaining terms of leases and concessions.
    (c) Definitions. For purposes of this Item 1208, the following terms 
shall be defined as indicated:
    (1) A gross well or acre is a well or acre in which the registrant 
owns a working interest. The number of gross wells is the total number 
of wells in which the registrant owns a working interest. Count one or 
more completions in the same bore hole as one well. In a footnote, 
disclose the number of wells with multiple completions. If one of the 
multiple completions in a well is an oil completion, classify the well 
as an oil well.
    (2) A net well or acre is deemed to exist when the sum of fractional 
ownership working interests in gross wells or acres equals one. The 
number of net wells or acres is the sum of the fractional working 
interests owned in gross wells or acres expressed as whole numbers and 
fractions of whole numbers.
    (3) Productive wells include producing wells and wells mechanically 
capable of production.
    (4) Undeveloped acreage encompasses those leased acres on which 
wells have not been drilled or completed to a point that would permit 
the production of economic quantities of oil or gas regardless of 
whether such acreage contains proved reserves. Do not confuse 
undeveloped acreage with undrilled acreage held by production under the 
terms of the lease.



PART 230_GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
--Table of Contents



                                 General

Sec.
230.100  Definitions of terms used in the rules and regulations.
230.110  Business hours of the Commission.
230.111  Payment of fees.
230.120  Inspection of registration statements.
230.122  Nondisclosure of information obtained in the course of 
          examinations and investigations.
230.130  Definition of ``rules and regulations'' as used in certain 
          sections of the Act.
230.131  Definition of security issued under governmental obligations.
230.132  Definition of ``common trust fund'' as used in section 3(a)(2) 
          of the Act.
230.133  Definition for purposes of section 5 of the Act, of ``sale'', 
          ``offer'', ``offer to sell'', and ``offer for sale''''.
230.134  Communications not deemed a prospectus.
230.134a  Options material not deemed a prospectus.
230.134b  Statements of additional information.
230.135  Notice of proposed registered offerings.
230.135a  Generic advertising.

[[Page 590]]

230.135b  Materials not deemed an offer to sell or offer to buy nor a 
          prospectus.
230.135c  Notice of certain proposed offerings.
230.135d  Communications involving security-based swaps.
230.135e  Offshore press conferences, meetings with issuer 
          representatives conducted offshore, and press-related 
          materials released offshore.
230.136  Definition of certain terms in relation to assessable stock.
230.137  Publications or distributions of research reports by brokers or 
          dealers that are not participating in an issuer's registered 
          distribution of securities.
230.138  Publications or distributions of research reports by brokers or 
          dealers about securities other than those they are 
          distributing.
230.139  Publications or distributions of research reports by brokers or 
          dealers distributing securities.
230.139a  Publications by brokers or dealers distributing asset-backed 
          securities.
230.140  Definition of ``distribution'' in section 2(11) for certain 
          transactions.
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.
230.142  Definition of ``participates'' and ``participation'', as used 
          in section 2(11), in relation to certain transactions.
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.
230.144  Persons deemed not to be engaged in a distribution and 
          therefore not underwriters.
230.144A  Private resales of securities to institutions.
230.145  Reclassification of securities, mergers, consolidations and 
          acquisitions of assets.
230.146  Rules under section 18 of the Act.
230.147  Intrastate offers and sales.
230.147A  Intrastate sales exemption.
230.148  [Reserved]
230.149  Definition of ``exchanged'' in section 3(a)(9), for certain 
          transactions.
230.150  Definition of ``commission or other remuneration'' in section 
          3(a)(9), for certain transactions.
230.151  Safe harbor definition of certain ``annuity contracts or 
          optional annuity contracts'' within the meaning of section 
          3(a)(8).
230.152  Definition of ``transactions by an issuer not involving any 
          public offering'' in section 4(2), for certain transactions.
230.152a  Offer or sale of certain fractional interests.
230.153  Definition of ``preceded by a prospectus'', as used in section 
          5(b)(2), in relation to certain transactions.
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.
230.153b  Definition of ``preceded by a prospectus'', as used in section 
          5(b)(2), in connection with certain transactions in 
          standardized options.
230.154  Delivery of prospectuses to investors at the same address.
230.155  Integration of abandoned offerings.
230.156  Investment company sales literature.
230.157  Small entities under the Securities Act for purposes of the 
          Regulatory Flexibility Act.
230.158  Definitions of certain terms in the last paragraph of section 
          11(a).
230.159  Information available to purchaser at time of contract of sale.
230.159A  Certain definitions for purposes of section 12(a)(2) of the 
          Act.
230.160  Registered investment company exemption from Section 101(c)(1) 
          of the Electronic Signatures in Global and National Commerce 
          Act.
230.161  Amendments to rules and regulations governing exemptions.
230.162  Submission of tenders in registered exchange offers.
230.163  Exemption from section 5(c) of the Act for certain 
          communications by or on behalf of well-known seasoned issuers.
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.
230.164  Post-filing free writing prospectuses in connection with 
          certain registered offerings.
230.165  Offers made in connection with a business combination 
          transaction.
230.166  Exemption from section 5(c) for certain communications in 
          connection with business combination transactions.
230.167  Communications in connection with certain registered offerings 
          of asset-backed securities.
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.
230.169  Exemption from sections 2(a)(10) and 5(c) of the Act for 
          certain communications of regularly released factual business 
          information.
230.170  Prohibition of use of certain financial statements.
230.171  Disclosure detrimental to the national defense or foreign 
          policy.
230.172  Delivery of prospectuses.
230.173  Notice of registration.

[[Page 591]]

230.174  Delivery of prospectus by dealers; exemptions under section 
          4(3) of the Act.
230.175  Liability for certain statements by issuers.
230.176  Circumstances affecting the determination of what constitutes 
          reasonable investigation and reasonable grounds for belief 
          under section 11 of the Securities Act.
230.180  Exemption from registration of interests and participations 
          issued in connection with certain H.R. 10 plans.
230.190  Registration of underlying securities in asset-backed 
          securities transactions.
230.191  Definition of ``issuer'' in section 2(a)(4) of the Act in 
          relation to asset-backed securities.
230.193  Review of underlying assets in asset-backed securities 
          transactions.
230.194  Definitions of the terms ``swap'' and ``security-based swap'' 
          as used in the Act.
230.215  Accredited investor.

                   Regulation A-R--Special Exemptions

230.236  Exemption of shares offered in connection with certain 
          transactions.
230.237  Exemption for offers and sales to certain Canadian tax-deferred 
          retirement savings accounts.
230.238  Exemption for standardized options.
230.239  Exemption for offers and sales of certain security-based swaps.
230.240  Exemption for certain security-based swaps.

            Regulation A--Conditional Small Issues Exemption

230.251  Scope of exemption.
230.252  Offering statement.
230.253  Offering circular.
230.254  Preliminary offering circular.
230.255  Solicitations of interest and other communications.
230.256  Definition of ``qualified purchaser''.
230.257  Periodic and current reporting; exit report.
230.258  Suspension of the exemption.
230.259  Withdrawal or abandonment of offering statements.
230.260  Insignificant deviations from a term, condition or requirement 
          of Regulation A.
230.261  Definitions.
230.262  Disqualification provisions.
230.263  Consent to service of process.
230.300-230.346  [Reserved]

                       Regulation C--Registration

230.400  Application of Secs. 230.400 to 230.494, inclusive.

                          general requirements

230.401  Requirements as to proper form.
230.401a  Requirements as to proper form.
230.402  Number of copies; binding; signatures.
230.403  Requirements as to paper, printing, language and pagination.
230.404  Preparation of registration statement.
230.405  Definitions of terms.
230.406  Confidential treatment of information filed with the 
          Commission.
230.408  Additional information.
230.409  Information unknown or not reasonably available.
230.410  Disclaimer of control.
230.411  Incorporation by reference.
230.412  Modified or superseded documents.
230.413  Registration of additional securities and additional classes of 
          securities.
230.414  Registration by certain successor issuers.
230.415  Delayed or continuous offering and sale of securities.
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.
230.417  Date of financial statements.
230.418  Supplemental information.
230.419  Offerings by blank check companies.

                    form and content of prospectuses

230.420  Legibility of prospectus.
230.421  Presentation of information in prospectuses.
230.423  Date of prospectuses.
230.424  Filing of prospectuses; number of copies.
230.425  Filing of certain prospectuses and communications under 
          Sec. 230.135 in connection with business combination 
          transactions.
230.426  Filing of certain prospectuses under Sec. 230.167 in connection 
          with certain offerings of asset-backed securities.
230.427  Contents of prospectus used after nine months.
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.
230.429  Prospectus relating to several registration statements.
230.430  Prospectus for use prior to effective date.
230.430A  Prospectus in a registration statement at the time of 
          effectiveness.
230.430B  Prospectus in a registration statement after effective date.
230.430C  Prospectus in a registration statement pertaining to an 
          offering other than pursuant to Rule 430A or Rule 430B after 
          the effective date.
230.430D  Prospectus in a registration statement after effective date 
          for asset-backed securities offerings.
230.431  Summary prospectuses.

[[Page 592]]

230.432  Additional information required to be included in prospectuses 
          relating to tender offers.
230.433  Conditions to permissible post-filing free writing 
          prospectuses.

                            written consents

230.436  Consents required in special cases.
230.437  Application to dispense with consent.
230.437a  Written consents.
230.438  Consents of persons about to become directors.
230.439  Consent to use of material incorporated by reference.
230.445-30.447  [Reserved]

                      filing; fees; effective date

230.455  Place of filing.
230.456  Date of filing; timing of fee payment.
230.457  Computation of fee.
230.459  Calculation of effective date.
230.460  Distribution of preliminary prospectus.
230.461  Acceleration of effective date.
230.462  Immediate effectiveness of certain registration statements and 
          post-effective amendments.
230.463  Report of offering of securities and use of proceeds therefrom.
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.
230.466  Effective date of certain registration statements on Form F-6.
230.467  Effectiveness of registration statements and post-effective 
          amendments thereto made on Forms F-7, F-8, F-10 and F-80.

                         amendments; withdrawals

230.470  Formal requirements for amendments.
230.471  Signatures to amendments.
230.472  Filing of amendments; number of copies.
230.473  Delaying amendments.
230.474  Date of filing of amendments.
230.475  Amendment filed with consent of Commission.
230.475a  Certain pre-effective amendments deemed filed with the consent 
          of the Commission.
230.476  Amendment filed pursuant to order of Commission.
230.477  Withdrawal of registration statement or amendment.
230.478  Powers to amend or withdraw registration statement.
230.479  Procedure with respect to abandoned registration statements and 
          post-effective amendments.

          investment companies; business development companies

230.480  Title of securities.
230.481  Information required in prospectuses.
230.482  Advertising by an investment company as satisfying requirements 
          of section 10.
230.483  Exhibits for certain registration statements.
230.484  Undertaking required in certain registration statements.
230.485  Effective date of post-effective amendments filed by certain 
          registered investment companies.
230.486  Effective date of post-effective amendments and registration 
          statements filed by certain closed-end management investment 
          companies.
230.487  Effectiveness of registration statements filed by certain unit 
          investment trusts.
230.488  Effective date of registration statements relating to 
          securities to be issued in certain business combination 
          transactions.
230.489  Filing of form by foreign banks and insurance companies and 
          certain of their holding companies and finance subsidiaries.

  registration by foreign governments or political subdivisions thereof

230.490  Information to be furnished under paragraph (3) of Schedule B.
230.491  Information to be furnished under paragraph (6) of Schedule B.
230.492  Omissions from prospectuses.
230.493  Additional Schedule B disclosure and filing requirements.
230.494  Newspaper prospectuses.
230.495  Preparation of registration statement.
230.496  Contents of prospectus and statement of additional information 
          used after nine months.
230.497  Filing of investment company prospectuses--number of copies.
230.498  Summary Prospectuses for open-end management investment 
          companies.

 Regulation D--Rules Governing the Limited Offer and Sale of Securities 
          Without Registration Under the Securities Act of 1933

230.500  Use of Regulation D.
230.501  Definitions and terms used in Regulation D.
230.502  General conditions to be met.
230.503  Filing of notice of sales.
230.504  Exemption for limited offerings and sales of securities not 
          exceeding $5,000,000.
230.505  [Reserved]

[[Page 593]]

230.506  Exemption for limited offers and sales without regard to dollar 
          amount of offering.
230.507  Disqualifying provision relating to exemptions under 
          Secs. 230.504 and 230.506.
230.508  Insignificant deviations from a term, condition or requirement 
          of Regulation D.

  Regulation E--Exemption for Securities of Small Business Investment 
                                Companies

230.601  Definitions of terms used in Secs. 230.601 to 230.610a.
230.602  Securities exempted.
230.603  Amount of securities exempted.
230.604  Filing of notification on Form 1-E.
230.605  Filing and use of the offering circular.
230.606  Offering not in excess of $100,000.
230.607  Sales material to be filed.
230.608  Prohibition of certain statements.
230.609  Reports of sales hereunder.
230.610  Suspension of exemption.
230.610a  Schedule A: Contents of offering circular for small business 
          investment companies; Schedule B: Contents of offering 
          circular for business development companies.
230.651-230.656  [Reserved]
230.701  Exemption for offers and sales of securities pursuant to 
          certain compensatory benefit plans and contracts relating to 
          compensation.
230.702(T)-230.703(T)  [Reserved]

   exemptions for cross-border rights offerings, exchange offers and 
                          business combinations

230.800  Definitions for Secs. 230.800, 230.801, and 230.802.
230.801  Exemption in connection with a rights offering.
230.802  Exemption for offerings in connection with an exchange offer or 
          business combination for the securities of foreign private 
          issuers.

 Regulation S--Rules Governing Offers and Sales Made Outside the United 
      States Without Registration Under the Securities Act of 1933

                            preliminary notes

230.901  General statement.
230.902  Definitions.
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.
230.904  Offshore resales.
230.905  Resale limitations.

 Regulation CE--Coordinated Exemptions for Certain Issues of Securities 
                         Exempt Under State Law

230.1001  Exemption for transactions exempt from qualification under 
          Sec. 25102(n) of the California Corporations Code.

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 
77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 
78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-
37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), 
unless otherwise noted.
    Section 230.151 is also issued under 15 U.S.C. 77s(a).
    Section 230.160 is also issued under Section 104(d) of the 
Electronic Signatures Act.
    Section 230.193 is also issued under sec. 943, Pub. L. 111-203, 124 
Stat. 1376.
    Sections 230.400 to 230.499 issued under 15 U.S.C. 77f, 77h, 77j, 
77s, unless otherwise noted.
    Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 80a-
30.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT

                                 General

    Note: In Secs. 230.100 to 230.174, the numbers to the right of the 
decimal point correspond with the respective rule numbers in general 
rules and regulations adopted by the Securities and Exchange Commission 
under the Securities Act of 1933.

    Cross Reference: For regulations governing registration, see 
Secs. 230.400-230.494.



Sec. 230.100  Definitions of terms used in the rules and regulations.

    (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 context otherwise requires:
    (1) The term Commission means the Securities and Exchange 
Commission.
    (2) The term Act means the Securities Act of 1933.

[[Page 594]]

    (3) The term rules and regulations refers to all rules and 
regulations adopted by the Commission pursuant to the Act, including the 
forms and accompanying instructions thereto.
    (4) The term registrant means the issuer of securities for which a 
registration statement is filed.
    (5) The term agent for service means the person authorized in the 
registration statement to receive notices and communications from the 
Commission.
    (6) The term electronic filer means a person or an entity that 
submits filings electronically pursuant to Rules 101, 901, 902 or 903 of 
Regulation S-T (Secs. 232.101, 232.901, 232.902 or 232.903 of this 
chapter, respectively).
    (7) The term electronic filing means a document under the federal 
securities laws that is transmitted or delivered to the Commission in 
electronic format.
    (b) Unless otherwise specifically provided, the terms used in this 
part shall have the meanings defined in the act.
    (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 thereof defines such term for all purposes as used both in 
the Act and in the rules and regulations, unless the context otherwise 
requires.

[2 FR 1076, May 26, 1937, as amended at 21 FR 7566, Oct. 3, 1956; 58 FR 
14669, Mar. 18, 1993]



Sec. 230.110  Business hours of the Commission.

    (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 holidays, from 9 a.m. to 5:30 p.m., Eastern 
Standard Time or Eastern Daylight Saving Time, whichever is currently in 
effect, provided that hours for the filing of documents pursuant to the 
Act or the rules and regulations thereunder are as set forth in 
paragraphs (b), (c) and (d) of this section.
    (b) Submissions made in paper. Paper documents filed with or 
otherwise furnished to the Commission may be submitted each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
    (c) Filings by direct transmission. Filings made by direct 
transmission may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 10 p.m., Eastern 
Standard Time or Eastern Daylight Saving Time, whichever is currently in 
effect.
    (d) Filings by facsimile. Registration statements and post-effective 
amendments thereto filed by facsimile transmission pursuant to Rule 
462(b) (Sec. 230.462(b)) and Rule 455 (Sec. 230.455) may be filed with 
the Commission each day, except Saturdays, Sundays and federal holidays, 
from 5:30 p.m. to 10 p.m., Eastern Standard Time or Eastern Daylight 
Savings Time, whichever is currently in effect.

[58 FR 14669, Mar. 18, 1993, as amended at 60 FR 26615, May 17, 1995; 65 
FR 24799, Apr. 27, 2000; 68 FR 25798, May 13, 2003; 73 FR 967, Jan. 4, 
2008]



Sec. 230.111  Payment of fees.

    All payments of fees for registration statements under the Act shall 
be made by wire transfer, or by certified check, bank cashier's check, 
United States postal money order, or bank money order payable to the 
Securities and Exchange Commission, omitting the name or title of any 
official of the Commission. There will be no refunds. Payment of fees 
required by this section shall be made in accordance with the directions 
set forth in Sec. 202.3a of this chapter.

[73 FR 6014, Feb. 1, 2008]



Sec. 230.120  Inspection of registration statements.

    Except for material contracts or portions thereof accorded 
confidential treatment pursuant to Sec. 230.406, all registration 
statements are available for public inspection, during business hours, 
at the principal office of the Commission in Washington, D.C. Electronic 
registration statements made through the Electronic Data Gathering, 
Analysis, and Retrieval system are publicly available through the 
Commission's Web site (http://www.sec.gov).

[61 FR 24654, May 15, 1996]

[[Page 595]]



Sec. 230.122  Non-disclosure of information obtained in the course of
examinations and investigations.

    Information or documents obtained by officers or employees of the 
Commission in the course of any examination or investigation pursuant to 
section 8(e) or 20(a) (48 Stat. 80, 86; 15 U.S.C. 77h(e), 77t(a)) shall, 
unless made a matter of public record, be deemed confidential. Except as 
provided by 17 CFR 203.2, officers and employees are hereby prohibited 
from making such confidential information or documents or any other non-
public records of the Commission available to anyone other than a 
member, officer or employee of the Commission, unless the Commission or 
the General Counsel, pursuant to delegated authority, authorizes the 
disclosure of such information or the production of such documents as 
not being contrary to the public interest. Any officer or employee who 
is served with a subpoena requiring the disclosure of such information 
or the production of such documents shall appear in court and, unless 
the authorization described in the preceding sentence shall have been 
given, shall respectfully decline to disclose the information or produce 
the documents called for, basing his or her refusal upon this section. 
Any officer or employee who is served with such a subpoena shall 
promptly advise the General Counsel of the service of such subpoena, the 
nature of the information or documents sought, and any circumstances 
which may bear on the desirability of making available such information 
or documents.

[44 FR 50836, Aug. 30, 1979, as amended at 53 FR 17459, May 17, 1988; 54 
FR 33501, Aug. 15, 1989; 76 FR 71876, Nov. 21, 2011]



Sec. 230.130  Definition of ``rules and regulations'' as used in certain
sections of the Act.

    The term rules and regulations as used in sections 7, 10 (a), (c) 
and (d) and 19(a) of the Act, shall include the forms for registration 
of securities under the Act and the related instructions thereto.

[21 FR 1046, Feb. 15, 1956]



Sec. 230.131  Definition of security issued under governmental obligations.

    (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) of the Act which is payable from 
payments to be made in respect of property or money which is or will be 
used, under a lease, sale, or loan arrangement, by or for industrial or 
commercial enterprise, shall be deemed to be a separate security within 
the meaning of section 2(l) of the Act, issued by the lessee or obligor 
under the lease, sale or loan arrangement.
    (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 revenues of a governmental unit, specified in section 
3(a)(2) of the Act, having other resources which may be used for payment 
of the obligation, or (2) the obligation relates to a public project or 
facility owned and operated by or on behalf of and under the control of 
a governmental unit specified in such section, or (3) the obligation 
relates to a facility which is leased to and under the control of an 
industrial or commercial enterprise but is a part of a public project 
which, as a whole, is owned by and under the general control of a 
governmental unit specified in such section, or an instrumentality 
thereof.
    (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 evidences of indebtedness sold after December 31, 
1968.

(15 U.S.C. 77w)

[33 FR 12648, Sept. 6, 1968, as amended at 35 FR 6000, Apr. 11, 1970]



Sec. 230.132  Definition of ``common trust fund'' as used in
section 3(a)(2) of the Act.

    The term common trust fund as used in section 3(a)(2) of the Act (15 
U.S.C. 77c(a)(2)) shall include a common trust fund which is maintained 
by a bank which is a member of an affiliated group, as defined in 
section 1504(a) of the Internal Revenue Code of 1954 (26

[[Page 596]]

U.S.C. 1504(a)), and which is maintained exclusively for the collective 
investment and reinvestment of monies contributed thereto by one or more 
bank members of such affiliated group in the capacity of trustee, 
executor, administrator, or guardian, Provided That:
    (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 any other contributing banks were the same 
entry; and
    (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 maintenance of such common trust fund by another bank 
member of the affiliated group.

(15 U.S.C. 77s(a))

[43 FR 2392, Jan. 17, 1978]



Sec. 230.133  Definition for purposes of section 5 of the Act, of ``sale'', 
``offer'', ``offer to sell'', and ``offer for sale''.

    (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 corporation are concerned where, pursuant to statutory 
provisions in the state of incorporation or provisions contained in the 
certificate of incorporation, there is submitted to the vote of such 
stockholders a plan or agreement for a statutory merger or consolidation 
or reclassification of securities, or a proposal for the transfer of 
assets of such corporation to another person in consideration of the 
issuance of securities of such other person or securities of a 
corporation which owns stock possessing at least 80 percent of the total 
combined voting power of all classes of stock entitled to vote and at 
least 80 percent of the total number of shares of all other classes of 
stock of such person, under such circumstances that the vote of a 
required favorable majority (1) will operate to authorize the proposed 
transaction as far as concerns the corporation whose stockholders are 
voting (except for the taking of action by the directors of the 
corporation involved and for compliance with such statutory provisions 
as the filing of the plan or agreement with the appropriate State 
authority), and (2) will bind all stockholders of such corporation 
except to the extent that dissenting shareholders may be entitled, under 
statutory provisions or provisions contained in the certificate of 
incorporation, to receive the appraised or fair value of their holdings.
    (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 such security holders in connection with, a 
distribution thereof pursuant to any contract or arrangement, made in 
connection with any transaction specified in paragraph (a) of this 
section, with the issuer or with any affiliate of the issuer, or with 
any person who in connection with such transaction is acting as an 
underwriter of such securities, shall be deemed to an underwriter of 
such securities within the meaning of section 2(11) of the Act. This 
paragraph does not refer to arrangements limited to provision for the 
matching and combination of fractional interests in securities into 
whole interests, or the purchase and sale of such fractional interests, 
among security holders of the constituent corporation and to the sale on 
behalf of, and as agent for, such security holders of such number of 
fractional or whole interests as may be necessary to adjust for any 
remaining fractional interests after such matching.
    (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 section, is submitted to a vote of the 
stockholders of such corporation, who acquires securities of the issuer 
in connection with such transaction with a view to the distribution 
thereof shall be deemed to be an underwriter of such securities within 
the meaning of section 2(11) of the Act. A transfer by a constituent 
corporation to its security holders of securities of the issuer upon a 
complete or partial liquidation shall not be deemed a distribution for 
the purpose of this paragraph.
    (d) Notwithstanding the provisions of paragraph (c) of this section, 
a person specified therein shall not be deemed

[[Page 597]]

to be an underwriter nor to be engaged in a distribution with respect to 
securities acquired in any transaction specified in paragraph (a) of 
this section, which are sold by him in brokers' transactions within the 
meaning of section 4(4) of the Act, in accordance with the conditions 
and subject to the limitations specified in paragraph (e) of this 
section, if such person:
    (1) Does not directly or indirectly solicit or arrange for the 
solicitation of orders to buy in anticipation of or in connection with 
such brokers' transactions;
    (2) Makes no payment in connection with the execution of such 
brokers' transactions to any person other than the broker; and
    (3) Limits such brokers' transactions to a sale or series of sales 
which, together with all other sales of securities of the same class by 
such person or on his behalf within the preceding six months, will not 
exceed the following:
    (i) If the security is traded only otherwise than on a securities 
exchange, approximately one percent of the shares or units of such 
security outstanding at the time of receipt by the broker of the order 
to execute such transactions, or
    (ii) If the security is admitted to trading on a securities 
exchange, the lesser of approximately (a) one percent of the shares or 
units of such security outstanding at the time of receipt by the broker 
of the order to execute such transactions or (b) the largest aggregate 
reported volume of trading on securities exchanges during any one week 
within the four calendar weeks preceding the receipt of such order.
    (e) For the purposes of paragraph (d) of this section:
    (1) The term brokers' transactions in section 4(4) of the Act shall 
be deemed to include transactions by a broker acting as agent for the 
account of the seller where:
    (i) The broker performs no more than the usual and customary 
broker's functions,
    (ii) The broker does no more than execute an order or orders to sell 
as a broker and receives no more than the usual or customary broker's 
commissions,
    (iii) The broker does not solicit or arrange for the solicitation of 
orders to buy in anticipation of or in connection with such transactions 
and
    (iv) The broker is not aware of any circumstances indicating that 
his principal is failing to comply with the provisions of paragraph (d) 
of this section;
    (2) The term solicitation of such orders in section 4(4) of the Act 
shall be deemed to include the solicitation of an order to buy a 
security, but shall not be deemed to include the solicitation of an 
order to sell a security;
    (3) Where within the previous 60 days a dealer has made a written 
bid for a security or a written solicitation of an offer to sell such 
security, the term solicitation in section 4(4) shall not be deemed to 
include an inquiry regarding the dealer's bid or solicitation.
    (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 in paragraph (a) of this section. The term 
affiliate means a person controlling, controlled by or under common 
control with a specified person.

    Note: This section is rescinded effective on and after January 1, 
1973, except that it shall remain in effect: (1) For transactions 
submitted before that date for vote or consent of security holders; (2) 
for transactions formally submitted before such date for approval to any 
governmental regulatory agency, if such approval is required by law; and 
(3) for resales of securities received by persons in such transactions.

(Sec. 5, 48 Stat. 77; 15 U.S.C. 77e)

[19 FR 7129, Nov. 3, 1954, as amended at 24 FR 5900, July 23, 1959; 30 
FR 2022, Feb. 13, 1965; 33 FR 566, Jan. 17, 1968. Rescinded at 37 FR 
23636, Nov. 7, 1972]



Sec. 230.134  Communications not deemed a prospectus.

    Except as provided in paragraphs (e) and (g) of this section, the 
terms ``prospectus'' as defined in section 2(a)(10) of the Act or ``free 
writing prospectus'' as defined in Rule 405 (Sec. 230.405) shall not 
include a communication limited to the statements required or permitted 
by this section, provided that the communication is published or 
transmitted to any person only after a registration statement relating 
to the

[[Page 598]]

offering that includes a prospectus satisfying the requirements of 
section 10 of the Act (except as otherwise permitted in paragraph (a) of 
this section) has been filed.
    (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, provided that, except as to paragraphs (a)(4) through 
(6) of this section, the prospectus included in the filed registration 
statement does not have to include a price range otherwise required by 
rule:
    (1) Factual information about the legal identity and business 
location of the issuer limited to the following: the name of the issuer 
of the security, the address, phone number, and e-mail address of the 
issuer's principal offices and contact for investors, the issuer's 
country of organization, and the geographic areas in which it conducts 
business;
    (2) The title of the security or securities and the amount or 
amounts being offered, which title may include a designation as to 
whether the securities are convertible, exercisable, or exchangeable, 
and as to the ranking of the securities;
    (3) A brief indication of the general type of business of the 
issuer, limited to the following:
    (i) In the case of a manufacturing company, the general type of 
manufacturing, the principal products or classes of products 
manufactured, and the segments in which the company conducts business;
    (ii) In the case of a public utility company, the general type of 
services rendered, a brief indication of the area served, and the 
segments in which the company conducts business;
    (iii) In the case of an asset-backed issuer, the identity of key 
parties, such as sponsor, depositor, issuing entity, servicer or 
servicers, and trustee, the asset class of the transaction, and the 
identity of any credit enhancement or other support; and
    (iv) In the case of any other type of company, a corresponding 
statement;
    (4) The price of the security, or if the price is not known, the 
method of its determination or the bona fide estimate of the price range 
as specified by the issuer or the managing underwriter or underwriters;
    (5) In the case of a fixed income security, the final maturity and 
interest rate provisions or, if the final maturity or interest rate 
provisions are not known, the probable final maturity or interest rate 
provisions, as specified by the issuer or the managing underwriter or 
underwriters;
    (6) In the case of a fixed income security with a fixed (non-
contingent) interest rate provision, the yield or, if the yield is not 
known, the probable yield range, as specified by the issuer or the 
managing underwriter or underwriters and the yield of fixed income 
securities with comparable maturity and security rating;
    (7) A brief description of the intended use of proceeds of the 
offering, if then disclosed in the prospectus that is part of the filed 
registration statement;
    (8) The name, address, phone number, and e-mail address of the 
sender of the communication and the fact that it is participating, or 
expects to participate, in the distribution of the security;
    (9) The type of underwriting, if then included in the disclosure in 
the prospectus that is part of the filed registration statement;
    (10) The names of underwriters participating in the offering of the 
securities, and their additional roles, if any, within the underwriting 
syndicate;
    (11) The anticipated schedule for the offering (including the 
approximate date upon which the proposed sale to the public will begin) 
and a description of marketing events (including the dates, times, 
locations, and procedures for attending or otherwise accessing them);
    (12) A description of the procedures by which the underwriters will 
conduct the offering and the procedures for transactions in connection 
with the offering with the issuer or an underwriter or participating 
dealer (including procedures regarding account-opening and submitting 
indications of interest and conditional offers to buy), and procedures 
regarding directed share plans and other participation in offerings by 
officers, directors, and employees of the issuer;

[[Page 599]]

    (13) Whether, in the opinion of counsel, the security is a legal 
investment for savings banks, fiduciaries, insurance companies, or 
similar investors under the laws of any State or Territory or the 
District of Columbia, and the permissibility or status of the investment 
under the Employee Retirement Income Security Act of 1974 [29 U.S.C. 
1001 et seq.];
    (14) Whether, in the opinion of counsel, the security is exempt from 
specified taxes, or the extent to which the issuer has agreed to pay any 
tax with respect to the security or measured by the income therefrom;
    (15) Whether the security is being offered through rights issued to 
security holders, and, if so, the class of securities the holders of 
which will be entitled to subscribe, the subscription ratio, the actual 
or proposed record date, the date upon which the rights were issued or 
are expected to be issued, the actual or anticipated date upon which 
they will expire, and the approximate subscription price, or any of the 
foregoing;
    (16) Any statement or legend required by any state law or 
administrative authority;
    (17) [Reserved]
    (18) The names of selling security holders, if then disclosed in the 
prospectus that is part of the filed registration statement;
    (19) The names of securities exchanges or other securities markets 
where any class of the issuer's securities are, or will be, listed;
    (20) The ticker symbols, or proposed ticker symbols, of the issuer's 
securities;
    (21) The CUSIP number as defined in Rule 17Ad-19(a)(5) of the 
Securities Exchange Act of 1934 (Sec. 240.17Ad-19(a)(5) of this chapter) 
assigned to the securities being offered; and
    (22) Information disclosed in order to correct inaccuracies 
previously contained in a communication permissibly made pursuant to 
this section.
    (b) Except as provided in paragraph (c) of this section, every 
communication used pursuant to this section shall contain the following:
    (1) If the registration statement has not yet become effective, the 
following statement:

    A registration statement relating to these securities has been filed 
with the Securities and Exchange Commission but has not yet become 
effective. These securities may not be sold nor may offers to buy be 
accepted prior to the time the registration statement becomes effective; 
and

    (2) The name and address of a person or persons from whom a written 
prospectus for the offering meeting the requirements of section 10 of 
the Act (other than a free writing prospectus as defined in Rule 405) 
including as to the identified paragraphs above a price range where 
required by rule, may be obtained.
    (c) Any of the statements or information specified in paragraph (b) 
of this section may, but need not, be contained in a communication 
which:
    (1) Does no more than state from whom and include the uniform 
resource locator (URL) where a written prospectus meeting the 
requirements of section 10 of the Act (other than a free writing 
prospectus as defined in Rule 405) may be obtained, identify the 
security, state the price thereof and state by whom orders will be 
executed; or
    (2) Is accompanied or preceded by a prospectus or a summary 
prospectus, other than a free writing prospectus as defined in Rule 405, 
which meets the requirements of section 10 of the Act, including a price 
range where required by rule, at the date of such preliminary 
communication.
    (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 section 10 of the Act (other than a free writing 
prospectus as defined in Rule 405), including a price range where 
required by rule, at the date of such communication, may solicit from 
the recipient of the communication an offer to buy the security or 
request the recipient to indicate whether he or she might be interested 
in the security, if the communication contains substantially the 
following statement:

    No offer to buy the securities can be accepted and no part of the 
purchase price can be received until the registration statement has 
become effective, and any such offer may be withdrawn or revoked, 
without obligation or commitment of any kind, at any time

[[Page 600]]

prior to notice of its acceptance given after the effective date.


Provided, that such statement need not be included in such a 
communication to a dealer.
    (e) A section 10 prospectus included in any communication pursuant 
to this section shall remain a prospectus for all purposes under the 
Act.
    (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 communication will be satisfied if such 
communication is an electronic communication containing an active 
hyperlink to such prospectus.
    (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.) or a business development company as defined 
in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 
80a-2(a)(48))

[70 FR 44800, Aug. 3, 2005, as amended at 76 FR 46617, Aug. 3, 2011]



Sec. 230.134a  Options material not deemed a prospectus.

    Written materials, including advertisements, relating to 
standardized options, as that term is defined in Rule 9b-1 under the 
Securities Exchange Act of 1934, shall not be deemed to be a prospectus 
for the purposes of section 2(10) of the Securities Act of 1933; 
Provided, That such materials are limited to explanatory information 
describing the general nature of the standardized options markets or one 
or more strategies; And, Provided further, That:
    (a) The potential risks related to options trading generally and to 
each strategy addressed are explained;
    (b) No past or projected performance figures, including annualized 
rates of return are used;
    (c) No recommendation to purchase or sell any option contract is 
made;
    (d) No specific security is identified, other than
    (1) An option or other security exempt from registration under the 
Act, or
    (2) An index option, including the component securities of the 
index; and
    (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 name and address of a person or persons from whom a 
copy of such document may be obtained.

(15 U.S.C. 77a et seq.; secs. 2, 7, 10, 19(a), 48 Stat. 74, 78, 81, 85; 
secs. 201, 205, 209, 210, 48 Stat. 905, 906, 908; secs. 1-4. 8, 68 Stat. 
683, 685; sec. 12(a), 73 Stat. 143; sec. 7(a), 74 Stat. 412; sec. 27(a), 
84 Stat. 1433; sec. 308(a)(2), 90 Stat. 57)

[47 FR 41955, Sept. 23, 1982, as amended at 49 FR 12688, Mar. 30, 1984]



Sec. 230.134b  Statements of additional information.

    For the purpose only of Section 5(b) of the Act (15 U.S.C. 77e(b)), 
the term ``prospectus'' as defined in Section 2(a)(10) of the Act (15 
U.S.C. 77b(a)(10)) does not include a Statement of Additional 
Information filed as part of a registration statement on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Secs. 239.17a and 274.11b 
of this chapter), Form N-4 (Secs. 239.17b and 274.11c of this chapter), 
or Form N-6 (Secs. 239.17c and 274.11d of this chapter) transmitted 
prior to the effective date of the registration statement if it is 
accompanied or preceded by a preliminary prospectus meeting the 
requirements of Sec. 230.430.

[67 FR 19868, Apr. 23, 2002]



Sec. 230.135  Notice of proposed registered offerings.

    (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 behalf of either of them) that publishes through 
any medium a notice of a proposed offering to be registered under the 
Act will not be deemed to offer its securities for sale through that 
notice if:
    (1) Legend. The notice includes a statement to the effect that it 
does not constitute an offer of any securities for sale; and
    (2) Limited notice content. The notice otherwise includes no more 
than the following information:
    (i) The name of the issuer;
    (ii) The title, amount and basic terms of the securities offered;

[[Page 601]]

    (iii) The amount of the offering, if any, to be made by selling 
security holders;
    (iv) The anticipated timing of the offering;
    (v) A brief statement of the manner and the purpose of the offering, 
without naming the underwriters;
    (vi) Whether the issuer is directing its offering to only a 
particular class of purchasers;
    (vii) Any statements or legends required by the laws of any state or 
foreign country or administrative authority; and
    (viii) In the following offerings, the notice may contain additional 
information, as follows:
    (A) Rights offering. In a rights offering to existing security 
holders:
    (1) The class of security holders eligible to subscribe;
    (2) The subscription ratio and expected subscription price;
    (3) The proposed record date;
    (4) The anticipated issuance date of the rights; and
    (5) The subscription period or expiration date of the rights 
offering.
    (B) Offering to employees. In an offering to employees of the issuer 
or an affiliated company:
    (1) The name of the employer;
    (2) The class of employees being offered the securities;
    (3) The offering price; and
    (4) The duration of the offering period.
    (C) Exchange offer. In an exchange offer:
    (1) The basic terms of the exchange offer;
    (2) The name of the subject company;
    (3) The subject class of securities sought in the exchange offer.
    (D) Rule 145(a) offering. In a Sec. 230.145(a) offering:
    (1) The name of the person whose assets are to be sold in exchange 
for the securities to be offered;
    (2) The names of any other parties to the transaction;
    (3) A brief description of the business of the parties to the 
transaction;
    (4) The date, time and place of the meeting of security holders to 
vote on or consent to the transaction; and
    (5) A brief description of the transaction and the basic terms of 
the transaction.
    (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 information than is necessary to correct inaccuracies 
published about the proposed offering.

    Note to Sec. 230.135: Communications under this section relating to 
business combination transactions must be filed as required by 
Sec. 230.425(b).

[64 FR 61449, Nov. 10, 1999]



Sec. 230.135a  Generic advertising.

    (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 person which does not specifically refer by name 
to the securities of a particular investment company, to the investment 
company itself, or to any other securities not exempt under section 3(a) 
of the Act, will not be deemed to offer any security for sale, provided:
    (1) Such communication is limited to any one or more of the 
following:
    (i) Explanatory information relating to securities of investment 
companies generally or to the nature of investment companies, or to 
services offered in connection with the ownership of such securities,
    (ii) The mention or explanation of investment companies of different 
generic types or having various investment objectives, such as balanced 
funds, growth funds, income funds, leveraged funds, specialty funds, 
variable annuities, bond funds, and no-load funds,
    (iii) Offers, descriptions, and explanation of various products and 
services not constituting a security subject to registration under the 
Act: Provided, That such offers, descriptions, and explanations do not 
relate directly to the desirability of owning or purchasing a security 
issued by a registered investment company,
    (iv) Invitation to inquire for further information, and
    (2) Such communication contains the name and address of a registered 
broker or dealer or other person sponsoring the communication.

[[Page 602]]

    (b) If such communication contains a solicitation of inquiries and 
prospectuses for investment company securities are to be sent or 
delivered in response to such inquiries, the number of such investment 
companies and, if applicable, the fact that the sponsor of the 
communication is the principal underwriter or investment adviser in 
respect to such investment companies shall be stated.
    (c) With respect to any communication describing any type of 
security, service, or product, the broker, dealer, or other person 
sponsoring such communication must offer for sale a security, service, 
or product of the type described in such communication.

[37 FR 10073, May 19, 1972, as amended at 37 FR 10931, June 1, 1972]



Sec. 230.135b  Materials not deemed an offer to sell or offer to buy
nor a prospectus.

    Materials meeting the requirements of Sec. 240.9b-1 of this chapter 
shall not be deemed an offer to sell or offer to buy a security for 
purposes solely of Section 5 (15 U.S.C. 77e) of the Act, nor shall such 
materials be deemed a prospectus for purposes of Sections 2(a)(10) and 
12(a)(2) (15 U.S.C. 77b(a)(10) and 77l(a)(2)) of the Act, even if such 
materials are referred to in, deemed to be incorporated by reference 
into, or otherwise in any manner deemed to be a part of a Form S-20 
prospectus.

[67 FR 228, Jan. 2, 2002]



Sec. 230.135c  Notice of certain proposed unregistered offerings.

    (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 Exchange Act of 1934 or a foreign issuer that is exempt 
from registration under the Securities Exchange Act of 1934 pursuant to 
Sec. 240.12g3-2(b) of this chapter that it proposes to make, is making 
or has made an offering of securities not registered or required to be 
registered under the Act shall not be deemed to offer any securities for 
sale if:
    (1) Such notice is not used for the purpose of conditioning the 
market in the United States for any of the securities offered;
    (2) Such notice states that the securities offered will not be or 
have not been registered under the Act and may not be offered or sold in 
the United States absent registration or an applicable exemption from 
registration requirements; and
    (3) Such notice contains no more than the following additional 
information:
    (i) The name of the issuer;
    (ii) The title, amount and basic terms of the securities offered, 
the amount of the offering, if any, made by selling security holders, 
the time of the offering and a brief statement of the manner and purpose 
of the offering without naming the underwriters;
    (iii) In the case of a rights offering to security holders of the 
issuer, the class of securities the holders of which will be or were 
entitled to subscribe to the securities offered, the subscription ratio, 
the record date, the date upon which the rights are proposed to be or 
were issued, the term or expiration date of the rights and the 
subscription price, or any of the foregoing;
    (iv) In the case of an offering of securities in exchange for other 
securities of the issuer or of another issuer, the name of the issuer 
and the title of the securities to be surrendered in exchange for the 
securities offered, the basis upon which the exchange may be made, or 
any of the foregoing;
    (v) In the case of an offering to employees of the issuer or to 
employees of any affiliate of the issuer, the name of the employer and 
class or classes of employees to whom the securities are offered, the 
offering price or basis of the offering and the period during which the 
offering is to be or was made or any of the foregoing; and
    (vi) Any statement or legend required by State or foreign law or 
administrative authority.
    (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 case may be, or other published statements.
    (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

[[Page 603]]

trading privileges on a national securities exchange or quoted on the 
NASDAQ inter-dealer quotation system information with respect to the 
interest rate, conversion ratio and subscription price may be 
disseminated through the facilities of the exchange, the consolidated 
transaction reporting system, the NASDAQ system or the Dow Jones broad 
tape, provided such information is already disclosed in a Form 8-K 
(Sec. 249.308 of this chapter) on file with the Commission, in a Form 6-
K (Sec. 249.306 of this chapter) furnished to the Commission or, in the 
case of an issuer relying on Sec. 240.12g3-2(b) of this chapter, in a 
submission made pursuant to that Section to the Commission.
    (d) The issuer shall file any notice contemplated by this section 
with the Commission under cover of Form 8-K (Sec. 249.308 of this 
chapter) or furnish such notice under Form 6-K (Sec. 249.306 of this 
chapter), as applicable, and, if relying on Sec. 240.12g3-2(b) of this 
chapter, shall furnish such notice to the Commission in accordance with 
the provisions of that exemptive Section.

[59 FR 21649, Apr. 26, 1994]



Sec. 230.135d  Communications involving security-based swaps.

    (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 purchased only by persons who are eligible contract 
participants (as defined in Section 1a(18) of the Commodity Exchange Act 
(7 U.S.C. 1a(18))) and are traded or processed on or through a trading 
system or platform that either is registered as a national securities 
exchange under Section 6(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78f(a)) or as a security-based swap execution facility under 
Section 3D(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c-
4(a)), or is exempt from registration as a security-based swap execution 
facility under Section 3D(a) of the Securities Exchange Act of 1934 
pursuant to a rule, regulation, or order of the Commission shall not be 
deemed to constitute an offer, an offer to sell, or a solicitation of an 
offer to buy or purchase any security-based swap or any guarantee of 
such security-based swap that is a security; and
    (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 report (as defined in Sec. 230.139(d)) that 
discusses security-based swaps that may be purchased only by persons who 
are eligible contract participants (as defined in Section 1a(18) of the 
Commodity Exchange Act (7 U.S.C. 1a(18))) shall not be deemed to 
constitute an offer, an offer to sell, or a solicitation of an offer to 
buy or purchase any security-based swap or any guarantee of such 
security-based swap that is a security, provided that the broker, 
dealer, or security-based swap dealer publishes or distributes research 
reports on the issuer underlying the security-based swap or its 
securities in the regular course of its business and the publication or 
distribution of the research report does not represent the initiation of 
publication of research reports about such issuer or its securities or 
the reinitiation of such publication following discontinuation of 
publication of such research reports. For purposes of this section, the 
term issuer as used in the definition of ``research report'' means the 
issuer of any security or loan referenced in the security-based swap, 
each issuer of a security in a narrow-based security index referenced in 
the security-based swap, or each issuer referenced in the security-based 
swap.

[83 FR 2056, Jan. 16, 2018]



Sec. 230.135e  Offshore press conferences, meetings with issuer
representatives conducted offshore, and press-related materials 
released offshore.

    (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 Sec. 230.405) 
or a foreign government issuer, a selling security holder of the 
securities of such issuers, or their representatives will not be deemed 
to offer any security for sale by virtue of providing any journalist 
with access to its press conferences held outside of the United States, 
to meetings with issuer or selling security holder representatives 
conducted outside of the United States, or to written press-related 
materials released outside the United

[[Page 604]]

States, at or in which a present or proposed offering of securities is 
discussed, if:
    (1) The present or proposed offering is not being, or to be, 
conducted solely in the United States;

    Note to paragraph (a)(1): An offering will be considered not to be 
made solely in the United States under this paragraph (a)(1) only if 
there is an intent to make a bona fide offering offshore.

    (2) Access is provided to both U.S. and foreign journalists; and
    (3) Any written press-related materials pertaining to transactions 
in which any of the securities will be or are being offered in the 
United States satisfy the requirements of paragraph (b) of this section.
    (b) Any written press-related materials specified in paragraph 
(a)(3) of this section must:
    (1) State that the written press-related materials are not an offer 
of securities for sale in the United States, that securities may not be 
offered or sold in the United States absent registration or an exemption 
from registration, that any public offering of securities to be made in 
the United States will be made by means of a prospectus that may be 
obtained from the issuer or the selling security holder and that will 
contain detailed information about the company and management, as well 
as financial statements;
    (2) If the issuer or selling security holder intends to register any 
part of the present or proposed offering in the United States, include a 
statement regarding this intention; and
    (3) Not include any purchase order, or coupon that could be returned 
indicating interest in the offering, as part of, or attached to, the 
written press-related materials.
    (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 District of Columbia.

[62 FR 53954, Oct. 17, 1997]



Sec. 230.136  Definition of certain terms in relation to assessable stock.

    (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 corporation shall give notice of an assessment to the holders 
of such assessable stock. A sale shall be deemed to occur when a 
stockholder shall pay or agree to pay all or any part of such an 
assessment.
    (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 sale of assessable stock, at public auction or 
otherwise, upon the failure of the holder of such stock to pay an 
assessment levied thereon by the issuer, where the offer or sale is made 
for the purpose of realizing the amount of the assessment and any of the 
proceeds of such sale are to be received by the issuer. However, any 
person whose functions are limited to acting as auctioneer at such an 
auction sale shall not be deemed to be an underwriter of the securities 
offered or sold at the auction sale. Any person who acquires assessable 
stock at any such public auction or other sale with a view to the 
distribution thereof shall be deemed to be an underwriter of such 
assessable stock.
    (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 such stock to pay any assessment levied thereon.

[24 FR 6386, Aug. 8, 1959]



Sec. 230.137  Publications or distributions of research reports by
brokers or dealers that are not participating in an issuer's registered
distribution of securities.

    Under the following conditions, the terms ``offers,'' 
``participates,'' or ``participation'' in section 2(a)(11) of the Act 
shall not be deemed to apply to the publication or distribution of 
research reports with respect to the securities of an issuer which is 
the subject of an offering pursuant to a registration statement that the 
issuer proposes to file, or has filed, or that is effective:
    (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

[[Page 605]]

have not participated, are not participating, and do not propose to 
participate in the distribution of the securities that are or will be 
the subject of the registered offering.
    (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 different, the person (and any affiliate) 
that has published the report are not receiving and have not received 
consideration directly or indirectly from, and are not acting under any 
direct or indirect arrangement or understanding with:
    (1) The issuer of the securities;
    (2) A selling security holder;
    (3) Any participant in the distribution of the securities that are 
or will be the subject of the registration statement; or
    (4) Any other person interested in the securities that are or will 
be the subject of the registration statement.

Instruction to Sec. 230.137(b). This paragraph (b) does not preclude 
payment of:
    1. The regular price being paid by the broker or dealer for 
independent research, so long as the conditions of this paragraph (b) 
are satisfied; or
    2. The regular subscription or purchase price for the research 
report.

    (c) The broker or dealer publishes or distributes the research 
report in the regular course of its business.
    (d) The issuer is not and during the past three years neither the 
issuer nor any of its predecessors was:
    (1) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (2) A shell company, other than a business combination related shell 
company, each as defined in Rule 405 (Sec. 230.405); or
    (3) An issuer for an offering of penny stock as defined in Rule 
3a51-1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter).
    (e) Definition of research report. For purposes of this section, 
research report means a written communication, as defined in Rule 405, 
that includes information, opinions, or recommendations with respect to 
securities of an issuer or an analysis of a security or an issuer, 
whether or not it provides information reasonably sufficient upon which 
to base an investment decision.

[70 FR 44802, Aug. 3, 2005]



Sec. 230.138  Publications or distributions of research reports by
brokers or dealers about securities other than those they are
distributing.

    (a) Registered offerings. Under the following conditions, a broker's 
or dealer's publication or distribution of research reports about 
securities of an issuer shall be deemed for purposes of sections 
2(a)(10) and 5(c) of the Act not to constitute an offer for sale or 
offer to sell a security which is the subject of an offering pursuant to 
a registration statement that the issuer proposes to file, or has filed, 
or that is effective, even if the broker or dealer is participating or 
will participate in the registered offering of the issuer's securities:
    (1)(i) The research report relates solely to the issuer's common 
stock, or debt securities or preferred stock convertible into its common 
stock, and the offering involves solely the issuer's non-convertible 
debt securities or non-convertible, non-participating preferred stock; 
or
    (ii) The research report relates solely to the issuer's non-
convertible debt securities or non-convertible, non-participating 
preferred stock, and the offering involves solely the issuer's common 
stock, or debt securities or preferred stock convertible into its common 
stock.

Instruction to paragraph (a)(1): If the issuer has filed a shelf 
registration statement under Rule 415(a)(1)(x) (Sec. 230.415(a)(1)(x)) 
or pursuant to General Instruction I.D. of Form S-3 or General 
Instruction I.C. of Form F-3 (Sec. 239.13 or Sec. 239.33 of this 
chapter) with respect to multiple classes of securities, the conditions 
of paragraph (a)(1) of this section must be satisfied for the offering 
in which the broker or dealer is participating or will participate.

    (2) The issuer as of the date of reliance on this section:
    (i) Is required to file reports, and has filed all periodic reports 
required during the preceding 12 months (or such shorter time that the 
issuer was required to file such reports) on Forms 10-K (Sec. 249.310 of 
this chapter), 10-Q (Sec. 249.308a of this chapter), and 20-F

[[Page 606]]

(Sec. 249.220f of this chapter) pursuant to Section 13 or Section 15(d) 
of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); or
    (ii) Is a foreign private issuer that:
    (A) Meets all of the registrant requirements of Form F-3 other than 
the reporting history provisions of General Instructions I.A.1. and 
I.A.2(a) of Form F-3;
    (B) Either:
    (1) Satisfies the public float threshold in General Instruction 
I.B.1. of Form F-3; or
    (2) Is issuing non-convertible securities, other than common equity, 
and the issuer meets the provisions of General Instruction I.B.2. of 
Form F-3 (referenced in 17 CFR 239.33 of this chapter); and
    (C) Either:
    (1) Has its equity securities trading on a designated offshore 
securities market as defined in Rule 902(b) (Sec. 230.902(b)) and has 
had them so traded for at least 12 months; or
    (2) Has a worldwide market value of its outstanding common equity 
held by non-affiliates of $700 million or more.
    (3) The broker or dealer publishes or distributes research reports 
on the types of securities in question in the regular course of its 
business; and
    (4) The issuer is not, and during the past three years neither the 
issuer nor any of its predecessors was:
    (i) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (ii) A shell company, other than a business combination related 
shell company, each as defined in Rule 405 (Sec. 230.405); or
    (iii) An issuer for an offering of penny stock as defined in Rule 
3a51-1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter).
    (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 report shall not be considered an offer for 
sale or an offer to sell a security or general solicitation or general 
advertising, in connection with an offering relying on Rule 144A 
(Sec. 230.144A).
    (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 report shall not:
    (1) Constitute directed selling efforts as defined in Rule 902(c) 
(Sec. 230.902(c)) for offerings under Regulation S (Sec. 230.901 through 
Sec. 230.905); or
    (2) Be inconsistent with the offshore transaction requirement in 
Rule 902(h) (Sec. 230.902(h)) for offerings under Regulation S.
    (d) Definition of research report. For purposes of this section, 
research report means a written communication, as defined in Rule 405, 
that includes information, opinions, or recommendations with respect to 
securities of an issuer or an analysis of a security or an issuer, 
whether or not it provides information reasonably sufficient upon which 
to base an investment decision.

[70 FR 44802, Aug. 3, 2005, as amended at 73 FR 967, Jan. 4, 2008; 76 FR 
46617, Aug. 3, 2011]



Sec. 230.139  Publications or distributions of research reports by
brokers or dealers distributing securities.

    (a) Registered offerings. Under the conditions of paragraph (a)(1) 
or (a)(2) of this section, a broker's or dealer's publication or 
distribution of a research report about an issuer or any of its 
securities shall be deemed for purposes of sections 2(a)(10) and 5(c) of 
the Act not to constitute an offer for sale or offer to sell a security 
that is the subject of an offering pursuant to a registration statement 
that the issuer proposes to file, or has filed, or that is effective, 
even if the broker or dealer is participating or will participate in the 
registered offering of the issuer's securities:
    (1) Issuer-specific research reports. (i) The issuer either:
    (A)(1) At the later of the time of filing its most recent Form S-3 
(Sec. 239.13 of this chapter) or Form F-3 (Sec. 239.33 of this chapter) 
or the time of its most recent amendment to such registration statement 
for purposes of complying with section 10(a)(3) of the Act or, if no 
Form S-3 or Form F-3 has been filed, at the date of reliance on this 
section, meets the registrant requirements of such Form S-3 or Form F-3 
and:
    (i) At such date, meets the minimum float provisions of General 
Instruction I.B.1 of such Forms; or

[[Page 607]]

    (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 common equity, and meets the 
requirements for the General Instruction I.B.2. of Form S-3 or Form F-3 
(referenced in 17 CFR 239.13 and 17 CFR 239.33 of this chapter); or
    (iii) At the date of reliance on this section is a well-known 
seasoned issuer as defined in Rule 405 (Sec. 230.405), other than a 
majority-owned subsidiary that is a well-known seasoned issuer by virtue 
of paragraph (1)(ii) of the definition of well-known seasoned issuer in 
Rule 405; and
    (2) As of the date of reliance on this section, has filed all 
periodic reports required during the preceding 12 months on Forms 10-K 
(Sec. 249.310 of this chapter), 10-Q (Sec. 249.308a of this chapter), 
and 20-F (Sec. 249.220f of this chapter) pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 
78o(d)); or
    (B) Is a foreign private issuer that as of the date of reliance on 
this section:
    (1) Meets all of the registrant requirements of Form F-3 other than 
the reporting history provisions of General Instructions I.A.1. and 
I.A.2(a) of Form F-3;
    (2) Either:
    (i) Satisfies the public float threshold in General Instruction 
I.B.1. of Form F-3; or
    (ii) Is issuing non-convertible securities, other than common 
equity, and meets the provisions of General Instruction I.B.2. of Form 
F-3 (referenced in 17 CFR 239.33 of this chapter); and
    (3) Either:
    (i) Has its equity securities trading on a designated offshore 
securities market as defined in Rule 902(b) (Sec. 230.902(b)) and has 
had them so traded for at least 12 months; or
    (ii) Has a worldwide market value of its outstanding common equity 
held by non-affiliates of $700 million or more;
    (ii) The issuer is not and during the past three years neither the 
issuer nor any of its predecessors was:
    (A) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (B) A shell company, other than a business combination related shell 
company, each as defined in Rule 405 (Sec. 230.405); or
    (C) An issuer for an offering of penny stock as defined in Rule 
3a51-1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter); and
    (iii) The broker or dealer publishes or distributes research reports 
in the regular course of its business and such publication or 
distribution does not represent the initiation of publication of 
research reports about such issuer or its securities or reinitiation of 
such publication following discontinuation of publication of such 
research reports.
    (2) Industry reports. (i) The issuer is required to file reports 
pursuant to section 13 or section 15(d) of the Securities Exchange Act 
of 1934 or satisfies the conditions in paragraph (a)(1)(i)(B) of this 
section;
    (ii) The condition in paragraph (a)(1)(ii) of this section is 
satisfied;
    (iii) The research report includes similar information with respect 
to a substantial number of issuers in the issuer's industry or sub-
industry, or contains a comprehensive list of securities currently 
recommended by the broker or dealer;
    (iv) The analysis regarding the issuer or its securities is given no 
materially greater space or prominence in the publication than that 
given to other securities or issuers; and
    (v) The broker or dealer publishes or distributes research reports 
in the regular course of its business and, at the time of the 
publication or distribution of the research report, is including similar 
information about the issuer or its securities in similar reports.
    (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 research report shall not be considered an offer 
for sale or an offer to sell a security or general solicitation or 
general advertising, in connection with an offering relying on Rule 144A 
(Sec. 230.144A).
    (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 a research report shall not:
    (1) Constitute directed selling efforts as defined in Rule 902(c) 
(Sec. 230.902(c)) for

[[Page 608]]

offerings under Regulation S (Secs. 230.901 through 230.905); or
    (2) Be inconsistent with the offshore transaction requirement in 
Rule 902(h) (Sec. 230.902(h)) for offerings under Regulation S.
    (d) Definition of research report. For purposes of this section, 
research report means a written communication, as defined in Rule 405, 
that includes information, opinions, or recommendations with respect to 
securities of an issuer or an analysis of a security or an issuer, 
whether or not it provides information reasonably sufficient upon which 
to base an investment decision.

    Instruction to Sec. 230.139. Projections. A projection constitutes 
an analysis or information falling within the definition of research 
report. When a broker or dealer publishes or distributes projections of 
an issuer's sales or earnings in reliance on paragraph (a)(2) of this 
section, it must:
    1. Have previously published or distributed projections on a regular 
basis in order to satisfy the ``regular course of its business'' 
condition;
    2. At the time of publishing or disseminating a research report, be 
publishing or distributing projections with respect to that issuer; and
    3. For purposes of paragraph (a)(2)(iii) of this section, include 
projections covering the same or similar periods with respect to either 
a substantial number of issuers in the issuer's industry or sub-industry 
or substantially all issuers represented in the comprehensive list of 
securities contained in the research report.

[70 FR 44803, Aug. 3, 2005, as amended at 71 FR 7413, Feb. 13, 2006; 73 
FR 967, Jan. 4, 2008; 76 FR 46617, Aug. 3, 2011]



Sec. 230.139a  Publications by brokers or dealers distributing
asset-backed securities.

    The publication or distribution by a broker or dealer of 
information, an opinion or a recommendation with respect to asset-backed 
securities meeting the criteria of Form SF-3 (Sec. 239.45 of this 
chapter) (``SF-3 ABS'') shall not be deemed to constitute an offer for 
sale or offer to sell SF-3 ABS registered or proposed to be registered 
for purposes of sections 2(a)(10) and 5(c) of the Act (15 U.S.C. 
77b(a)(10) and 77e(c)) (the ``registered securities''), even if such 
broker or dealer is or will be a participant in the distribution of the 
registered securities, if the following conditions are met:
    (a) The broker or dealer shall have previously published or 
distributed with reasonable regularity information, opinions or 
recommendations relating to SF-3 ABS backed directly (or, with respect 
to securitizations of other securities, indirectly) by substantially 
similar collateral as that directly or indirectly backing SF-3 ABS that 
is the subject of the information, opinion or recommendation that is 
proposed to be published or distributed.
    (b) If the registered securities are proposed to be offered, offered 
or part of an unsold allotment or subscription, the information, opinion 
or recommendation shall not:
    (1) Identify the registered securities;
    (2) Give greater prominence to specific structural or collateral-
related attributes of the registered securities than it gives to the 
same attributes of other asset-backed securities that it mentions; or
    (3) Contain any ABS informational and computational material (as 
defined in Sec. 229.1101 of this chapter) relating to the registered 
securities.
    (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 respect to the asset-backed securities that are 
the subject of the information, opinion or recommendation.
    (d) If the material published by the broker or dealer identifies 
asset-backed securities backed directly or indirectly by substantially 
similar collateral as that directly or indirectly backing the registered 
securities and specifically recommends that such asset-backed securities 
be preferred over other asset-backed securities backed by different 
types of collateral, then the material shall explain in reasonable 
detail the reasons for such preference.

[70 FR 1615, Jan. 7, 2005, as amended at 70 FR 44804, Aug. 3, 2005; 79 
FR 57328, Sept. 24, 2014]



Sec. 230.140  Definition of ``distribution'' in section 2(11) for
certain transactions.

    A person, the chief part of whose business consists of the purchase 
of the securities of one issuer, or of two or more affiliated issuers, 
and the sale of

[[Page 609]]

its own securities, including the levying of assessments on its 
assessable stock and the resale of such stock upon the failure of the 
holder thereof to pay any assessment levied thereon, to furnish the 
proceeds with which to acquire the securities of such issuer or 
affiliated issuers, is to be regarded as engaged in the distribution of 
the securities of such issuer or affiliated issuers within the meaning 
of section 2(11) of the Act.

[24 FR 6386, Aug. 8, 1959]



Sec. 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.

    (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 as a consequence of reselling securities bought 
from an underwriter or dealer at a price below the offering price of 
such securities, where such resales afford the distributor or dealer a 
margin of profit not in excess of what is usual and customary in such 
transactions.
    (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 indirectly controlling or controlled by, or under 
direct or indirect common control with the issuer.
    (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 spread, paid to or received by any 
person selling securities either for his own account or for the account 
of others, which is not in excess of the amount usual and customary in 
the distribution and sale of issues of similar type and size; and not in 
excess of the amount allowed to other persons, if any, for comparable 
service in the distribution of the particular issue; but such term shall 
not include amounts paid to any person whose function is the management 
of the distribution of all or a substantial part of the particular 
issue, or who performs the functions normally performed by an 
underwriter or underwriting syndicate.

[2 FR 1075, May 26, 1937]



Sec. 230.142  Definition of ``participates'' and ``participation,''
as used in section 2(11), in relation to certain transactions.

    (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 not in privity of contract with the issuer nor 
directly or indirectly controlling, controlled by, or under common 
control with, the issuer, and (2) who has no association with any 
principal underwriter of the securities being distributed, and (3) whose 
function in the distribution is confined to an undertaking to purchase 
all or some specified proportion of the securities remaining unsold 
after the lapse of some specified period of time, and (4) who purchases 
such securities for investment and not with a view to distribution.
    (b) As used in this section:
    (1) The term issuer shall have the meaning defined in section 2(4) 
(48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) and in the last sentence of 
section 2(11).
    (2) The term association shall include a relationship between two 
persons under which one:
    (i) Is directly or indirectly controlling, controlled by, or under 
common control with, the other, or
    (ii) Has, in common with the other, one or more partners, officers, 
directors, trustees, branch managers, or other persons occupying a 
similar status or performing similar functions, or
    (iii) Has a participation, direct or indirect, in the profits of the 
other, or has a financial stake, by debtor-creditor relationship, stock 
ownership, contract or otherwise, in the income or business of the 
other.
    (3) The term principal underwriter shall have the meaning defined in 
Sec. 230.405.

[3 FR 3015, Dec. 16, 1938]

    Cross Reference: For interpretative release applicable to 
Sec. 230.142, see No. 1862 in tabulation, part 231, of this chapter.

[[Page 610]]



Sec. 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.

    The terms has purchased, sells for, participates, and participation, 
in section 2(11) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b), shall not 
be deemed to apply to any action of a foreign government in acquiring, 
for war purposes and by or in anticipation of the exercise of war 
powers, from any person subject to its jurisdiction securities of a 
person organized under the laws of the United States or any State or 
Territory, or in disposing of such securities with a view to their 
distribution by underwriters in the United States, notwithstanding the 
fact that the price to be paid to such foreign government upon the 
disposition of such securities by it may be measured by or may be in 
direct or indirect relation to such price as may be realized by the 
underwriters.

[6 FR 2052, Apr. 23, 1941]



Sec. 230.144  Persons deemed not to be engaged in a distribution 
and therefore not underwriters.

    Preliminary Note: Certain basic principles are essential to an 
understanding of the registration requirements in the Securities Act of 
1933 (the Act or the Securities Act) and the purposes underlying Rule 
144:
    1. If any person sells a non-exempt security to any other person, 
the sale must be registered unless an exemption can be found for the 
transaction.
    2. Section 4(1) of the Securities Act provides one such exemption 
for a transaction ``by a person other than an issuer, underwriter, or 
dealer.'' Therefore, an understanding of the term ``underwriter'' is 
important in determining whether or not the Section 4(1) exemption from 
registration is available for the sale of the securities.
    The term ``underwriter'' is broadly defined in Section 2(a)(11) of 
the Securities Act to mean any person who has purchased from an issuer 
with a view to, or offers or sells for an issuer in connection with, the 
distribution of any security, or participates, or has a direct or 
indirect participation in any such undertaking, or participates or has a 
participation in the direct or indirect underwriting of any such 
undertaking. The interpretation of this definition traditionally has 
focused on the words ``with a view to'' in the phrase ``purchased from 
an issuer with a view to * * * distribution.'' An investment banking 
firm which arranges with an issuer for the public sale of its securities 
is clearly an ``underwriter'' under that section. However, individual 
investors who are not professionals in the securities business also may 
be ``underwriters'' if they act as links in a chain of transactions 
through which securities move from an issuer to the public.
    Since it is difficult to ascertain the mental state of the purchaser 
at the time of an acquisition of securities, prior to and since the 
adoption of Rule 144, subsequent acts and circumstances have been 
considered to determine whether the purchaser took the securities ``with 
a view to distribution'' at the time of the acquisition. Emphasis has 
been placed on factors such as the length of time the person held the 
securities and whether there has been an unforeseeable change in 
circumstances of the holder. Experience has shown, however, that 
reliance upon such factors alone has led to uncertainty in the 
application of the registration provisions of the Act.
    The Commission adopted Rule 144 to establish specific criteria for 
determining whether a person is not engaged in a distribution. Rule 144 
creates a safe harbor from the Section 2(a)(11) definition of 
``underwriter.'' A person satisfying the applicable conditions of the 
Rule 144 safe harbor is deemed not to be engaged in a distribution of 
the securities and therefore not an underwriter of the securities for 
purposes of Section 2(a)(11). Therefore, such a person is deemed not to 
be an underwriter when determining whether a sale is eligible for the 
Section 4(1) exemption for ``transactions by any person other than an 
issuer, underwriter, or dealer.'' If a sale of securities complies with 
all of the applicable conditions of Rule 144:
    1. Any affiliate or other person who sells restricted securities 
will be deemed not to be engaged in a distribution and therefore not an 
underwriter for that transaction;
    2. Any person who sells restricted or other securities on behalf of 
an affiliate of the issuer will be deemed not to be engaged in a 
distribution and therefore not an underwriter for that transaction; and
    3. The purchaser in such transaction will receive securities that 
are not restricted securities.
    Rule 144 is not an exclusive safe harbor. A person who does not meet 
all of the applicable conditions of Rule 144 still may claim any other 
available exemption under the Act for the sale of the securities. The 
Rule 144 safe harbor is not available to any person with respect to any 
transaction or series of transactions that, although in technical 
compliance with Rule 144, is part of a plan or scheme to evade the 
registration requirements of the Act.


[[Page 611]]


    (a) Definitions. The following definitions shall apply for the 
purposes of this section.
    (1) An affiliate of an issuer is a person that directly, or 
indirectly through one or more intermediaries, controls, or is 
controlled by, or is under common control with, such issuer.
    (2) The term person when used with reference to a person for whose 
account securities are to be sold in reliance upon this section 
includes, in addition to such person, all of the following persons:
    (i) Any relative or spouse of such person, or any relative of such 
spouse, any one of whom has the same home as such person;
    (ii) Any trust or estate in which such person or any of the persons 
specified in paragraph (a)(2)(i) of this section collectively own 10 
percent or more of the total beneficial interest or of which any of such 
persons serve as trustee, executor or in any similar capacity; and
    (iii) Any corporation or other organization (other than the issuer) 
in which such person or any of the persons specified in paragraph 
(a)(2)(i) of this section are the beneficial owners collectively of 10 
percent or more of any class of equity securities or 10 percent or more 
of the equity interest.
    (3) The term restricted securities means:
    (i) Securities acquired directly or indirectly from the issuer, or 
from an affiliate of the issuer, in a transaction or chain of 
transactions not involving any public offering;
    (ii) Securities acquired from the issuer that are subject to the 
resale limitations of Sec. 230.502(d) under Regulation D or 
Sec. 230.701(c);
    (iii) Securities acquired in a transaction or chain of transactions 
meeting the requirements of Sec. 230.144A;
    (iv) Securities acquired from the issuer in a transaction subject to 
the conditions of Regulation CE (Sec. 230.1001);
    (v) Equity securities of domestic issuers acquired in a transaction 
or chain of transactions subject to the conditions of Sec. 230.901 or 
Sec. 230.903 under Regulation S (Sec. 230.901 through Sec. 230.905, and 
Preliminary Notes);
    (vi) Securities acquired in a transaction made under Sec. 230.801 to 
the same extent and proportion that the securities held by the security 
holder of the class with respect to which the rights offering was made 
were, as of the record date for the rights offering, ``restricted 
securities'' within the meaning of this paragraph (a)(3);
    (vii) Securities acquired in a transaction made under Sec. 230.802 
to the same extent and proportion that the securities that were tendered 
or exchanged in the exchange offer or business combination were 
``restricted securities'' within the meaning of this paragraph (a)(3); 
and
    (viii) Securities acquired from the issuer in a transaction subject 
to an exemption under section 4(5) (15 U.S.C. 77d(5)) of the Act.
    (4) The term debt securities means:
    (i) Any security other than an equity security as defined in 
Sec. 230.405;
    (ii) Non-participatory preferred stock, which is defined as non-
convertible capital stock, the holders of which are entitled to a 
preference in payment of dividends and in distribution of assets on 
liquidation, dissolution, or winding up of the issuer, but are not 
entitled to participate in residual earnings or assets of the issuer; 
and
    (iii) Asset-backed securities, as defined in Sec. 229.1101 of this 
chapter.
    (b) Conditions to be met. Subject to paragraph (i) of this section, 
the following conditions must be met:
    (1) Non-affiliates. (i) If the issuer of the securities is, and has 
been for a period of at least 90 days immediately before the sale, 
subject to the reporting requirements of section 13 or 15(d) of the 
Securities Exchange Act of 1934 (the Exchange Act), any person who is 
not an affiliate of the issuer at the time of the sale, and has not been 
an affiliate during the preceding three months, who sells restricted 
securities of the issuer for his or her own account shall be deemed not 
to be an underwriter of those securities within the meaning of section 
2(a)(11) of the Act if all of the conditions of paragraphs (c)(1) and 
(d) of this section are met. The requirements of paragraph (c)(1) of 
this section shall not apply to restricted securities sold for the 
account of a person who is not an affiliate of the issuer at the time of 
the sale and has not been an affiliate during the

[[Page 612]]

preceding three months, provided a period of one year has elapsed since 
the later of the date the securities were acquired from the issuer or 
from an affiliate of the issuer.
    (ii) If the issuer of the securities is not, or has not been for a 
period of at least 90 days immediately before the sale, subject to the 
reporting requirements of section 13 or 15(d) of the Exchange Act, any 
person who is not an affiliate of the issuer at the time of the sale, 
and has not been an affiliate during the preceding three months, who 
sells restricted securities of the issuer for his or her own account 
shall be deemed not to be an underwriter of those securities within the 
meaning of section 2(a)(11) of the Act if the condition of paragraph (d) 
of this section is met.
    (2) Affiliates or persons selling on behalf of affiliates. Any 
affiliate of the issuer, or any person who was an affiliate at any time 
during the 90 days immediately before the sale, who sells restricted 
securities, or any person who sells restricted or any other securities 
for the account of an affiliate of the issuer of such securities, or any 
person who sells restricted or any other securities for the account of a 
person who was an affiliate at any time during the 90 days immediately 
before the sale, shall be deemed not to be an underwriter of those 
securities within the meaning of section 2(a)(11) of the Act if all of 
the conditions of this section are met.
    (c) Current public information. Adequate current public information 
with respect to the issuer of the securities must be available. Such 
information will be deemed to be available only if the applicable 
condition set forth in this paragraph is met:
    (1) Reporting issuers. The issuer is, and has been for a period of 
at least 90 days immediately before the sale, subject to the reporting 
requirements of section 13 or 15(d) of the Exchange Act and has:
    (i) Filed all required reports under section 13 or 15(d) of the 
Exchange Act, as applicable, during the 12 months preceding such sale 
(or for such shorter period that the issuer was required to file such 
reports), other than Form 8-K reports (Sec. 249.308 of this chapter); 
and
    (ii) Submitted electronically and posted on its corporate Web site, 
if any, every Interactive Data File (Sec. 232.11 of this chapter) 
required to be submitted and posted pursuant to Rule 405 of Regulation 
S-T (Sec. 232.405 of this chapter), during the 12 months preceding such 
sale (or for such shorter period that the issuer was required to submit 
and post such files); or
    (2) Non-reporting issuers. If the issuer is not subject to the 
reporting requirements of section 13 or 15(d) of the Exchange Act, there 
is publicly available the information concerning the issuer specified in 
paragraphs (a)(5)(i) to (xiv), inclusive, and paragraph (a)(5)(xvi) of 
Sec. 240.15c2-11 of this chapter, or, if the issuer is an insurance 
company, the information specified in section 12(g)(2)(G)(i) of the 
Exchange Act (15 U.S.C. 78l(g)(2)(G)(i)).

    Note to Sec. 230.144(c): With respect to paragraph (c)(1), the 
person can rely upon:
    1. A statement in whichever is the most recent report, quarterly or 
annual, required to be filed and filed by the issuer that such issuer 
has:
    a. Filed all reports required under section 13 or 15(d) of the 
Exchange Act, as applicable, during the preceding 12 months (or for such 
shorter period that the issuer was required to file such reports), other 
than Form 8-K reports (Sec. 249.308 of this chapter), and has been 
subject to such filing requirements for the past 90 days; and
    b. Submitted electronically and posted on its corporate Web site, if 
any, every Interactive Data File (Sec. 232.11 of this chapter) required 
to be submitted and posted pursuant to Rule 405 of Regulation S-T 
(Sec. 232.405 of this chapter), during the preceding 12 months (or for 
such shorter period that the issuer was required to submit and post such 
files); or
    2. A written statement from the issuer that it has complied with 
such reporting, submission or posting requirements.
    3. Neither type of statement may be relied upon, however, if the 
person knows or has reason to believe that the issuer has not complied 
with such requirements.

    (d) Holding period for restricted securities. If the securities sold 
are restricted securities, the following provisions apply:
    (1) General rule. (i) If the issuer of the securities is, and has 
been for a period of at least 90 days immediately before the sale, 
subject to the reporting requirements of section 13 or 15(d) of the 
Exchange Act, a minimum of six months must elapse between the later

[[Page 613]]

of the date of the acquisition of the securities from the issuer, or 
from an affiliate of the issuer, and any resale of such securities in 
reliance on this section for the account of either the acquiror or any 
subsequent holder of those securities.
    (ii) If the issuer of the securities is not, or has not been for a 
period of at least 90 days immediately before the sale, subject to the 
reporting requirements of section 13 or 15(d) of the Exchange Act, a 
minimum of one year must elapse between the later of the date of the 
acquisition of the securities from the issuer, or from an affiliate of 
the issuer, and any resale of such securities in reliance on this 
section for the account of either the acquiror or any subsequent holder 
of those securities.
    (iii) If the acquiror takes the securities by purchase, the holding 
period shall not begin until the full purchase price or other 
consideration is paid or given by the person acquiring the securities 
from the issuer or from an affiliate of the issuer.
    (2) Promissory notes, other obligations or installment contracts. 
Giving the issuer or affiliate of the issuer from whom the securities 
were purchased a promissory note or other obligation to pay the purchase 
price, or entering into an installment purchase contract with such 
seller, shall not be deemed full payment of the purchase price unless 
the promissory note, obligation or contract:
    (i) Provides for full recourse against the purchaser of the 
securities;
    (ii) Is secured by collateral, other than the securities purchased, 
having a fair market value at least equal to the purchase price of the 
securities purchased; and
    (iii) Shall have been discharged by payment in full prior to the 
sale of the securities.
    (3) Determination of holding period. The following provisions shall 
apply for the purpose of determining the period securities have been 
held:
    (i) Stock dividends, splits and recapitalizations. Securities 
acquired from the issuer as a dividend or pursuant to a stock split, 
reverse split or recapitalization shall be deemed to have been acquired 
at the same time as the securities on which the dividend or, if more 
than one, the initial dividend was paid, the securities involved in the 
split or reverse split, or the securities surrendered in connection with 
the recapitalization.
    (ii) Conversions and exchanges. If the securities sold were acquired 
from the issuer solely in exchange for other securities of the same 
issuer, the newly acquired securities shall be deemed to have been 
acquired at the same time as the securities surrendered for conversion 
or exchange, even if the securities surrendered were not convertible or 
exchangeable by their terms.

    Note to Sec. 230.144(d)(3)(ii): If the surrendered securities 
originally did not provide for cashless conversion or exchange by their 
terms and the holder provided consideration, other than solely 
securities of the same issuer, in connection with the amendment of the 
surrendered securities to permit cashless conversion or exchange, then 
the newly acquired securities shall be deemed to have been acquired at 
the same time as such amendment to the surrendered securities, so long 
as, in the conversion or exchange, the securities sold were acquired 
from the issuer solely in exchange for other securities of the same 
issuer.
    (iii) Contingent issuance of securities. Securities acquired as a 
contingent payment of the purchase price of an equity interest in a 
business, or the assets of a business, sold to the issuer or an 
affiliate of the issuer shall be deemed to have been acquired at the 
time of such sale if the issuer or affiliate was then committed to issue 
the securities subject only to conditions other than the payment of 
further consideration for such securities. An agreement entered into in 
connection with any such purchase to remain in the employment of, or not 
to compete with, the issuer or affiliate or the rendering of services 
pursuant to such agreement shall not be deemed to be the payment of 
further consideration for such securities.
    (iv) Pledged securities. Securities which are bona-fide pledged by 
an affiliate of the issuer when sold by the pledgee, or by a purchaser, 
after a default in the obligation secured by the pledge, shall be deemed 
to have been acquired when they were acquired by the pledgor, except 
that if the securities were pledged without recourse

[[Page 614]]

they shall be deemed to have been acquired by the pledgee at the time of 
the pledge or by the purchaser at the time of purchase.
    (v) Gifts of securities. Securities acquired from an affiliate of 
the issuer by gift shall be deemed to have been acquired by the donee 
when they were acquired by the donor.
    (vi) Trusts. Where a trust settlor is an affiliate of the issuer, 
securities acquired from the settlor by the trust, or acquired from the 
trust by the beneficiaries thereof, shall be deemed to have been 
acquired when such securities were acquired by the settlor.
    (vii) Estates. Where a deceased person was an affiliate of the 
issuer, securities held by the estate of such person or acquired from 
such estate by the estate beneficiaries shall be deemed to have been 
acquired when they were acquired by the deceased person, except that no 
holding period is required if the estate is not an affiliate of the 
issuer or if the securities are sold by a beneficiary of the estate who 
is not such an affiliate.

    Note to Sec. 230.144(d)(3)(vi): While there is no holding period or 
amount limitation for estates and estate beneficiaries which are not 
affiliates of the issuer, paragraphs (c) and (h) of this section apply 
to securities sold by such persons in reliance upon this section.

    (viii) Rule 145(a) transactions. The holding period for securities 
acquired in a transaction specified in Sec. 230.145(a) shall be deemed 
to commence on the date the securities were acquired by the purchaser in 
such transaction, except as otherwise provided in paragraphs (d)(3)(ii) 
and (ix) of this section.
    (ix) Holding company formations. Securities acquired from the issuer 
in a transaction effected solely for the purpose of forming a holding 
company shall be deemed to have been acquired at the same time as the 
securities of the predecessor issuer exchanged in the holding company 
formation where:
    (A) The newly formed holding company's securities were issued solely 
in exchange for the securities of the predecessor company as part of a 
reorganization of the predecessor company into a holding company 
structure;
    (B) Holders received securities of the same class evidencing the 
same proportional interest in the holding company as they held in the 
predecessor, and the rights and interests of the holders of such 
securities are substantially the same as those they possessed as holders 
of the predecessor company's securities; and
    (C) Immediately following the transaction, the holding company has 
no significant assets other than securities of the predecessor company 
and its existing subsidiaries and has substantially the same assets and 
liabilities on a consolidated basis as the predecessor company had 
before the transaction.
    (x) Cashless exercise of options and warrants. If the securities 
sold were acquired from the issuer solely upon cashless exercise of 
options or warrants issued by the issuer, the newly acquired securities 
shall be deemed to have been acquired at the same time as the exercised 
options or warrants, even if the options or warrants exercised 
originally did not provide for cashless exercise by their terms.

    Note 1 to Sec. 230.144(d)(3)(x): If the options or warrants 
originally did not provide for cashless exercise by their terms and the 
holder provided consideration, other than solely securities of the same 
issuer, in connection with the amendment of the options or warrants to 
permit cashless exercise, then the newly acquired securities shall be 
deemed to have been acquired at the same time as such amendment to the 
options or warrants so long as the exercise itself was cashless.
    Note 2 to Sec. 230.144(d)(3)(x): If the options or warrants are not 
purchased for cash or property and do not create any investment risk to 
the holder, as in the case of employee stock options, the newly acquired 
securities shall be deemed to have been acquired at the time the options 
or warrants are exercised, so long as the full purchase price or other 
consideration for the newly acquired securities has been paid or given 
by the person acquiring the securities from the issuer or from an 
affiliate of the issuer at the time of exercise.

    (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 reliance upon this section shall be determined as 
follows:
    (1) If any securities are sold for the account of an affiliate of 
the issuer, regardless of whether those securities are restricted, the 
amount of securities

[[Page 615]]

sold, together with all sales of securities of the same class sold for 
the account of such person within the preceding three months, shall not 
exceed the greatest of:
    (i) One percent of the shares or other units of the class 
outstanding as shown by the most recent report or statement published by 
the issuer, or
    (ii) The average weekly reported volume of trading in such 
securities on all national securities exchanges and/or reported through 
the automated quotation system of a registered securities association 
during the four calendar weeks preceding the filing of notice required 
by paragraph (h), or if no such notice is required the date of receipt 
of the order to execute the transaction by the broker or the date of 
execution of the transaction directly with a market maker, or
    (iii) The average weekly volume of trading in such securities 
reported pursuant to an effective transaction reporting plan or an 
effective national market system plan as those terms are defined in 
Sec. 242.600 of this chapter during the four-week period specified in 
paragraph (e)(1)(ii) of this section.
    (2) If the securities sold are debt securities, then the amount of 
debt securities sold for the account of an affiliate of the issuer, 
regardless of whether those securities are restricted, shall not exceed 
the greater of the limitation set forth in paragraph (e)(1) of this 
section or, together with all sales of securities of the same tranche 
(or class when the securities are non-participatory preferred stock) 
sold for the account of such person within the preceding three months, 
ten percent of the principal amount of the tranche (or class when the 
securities are non-participatory preferred stock) attributable to the 
securities sold.
    (3) Determination of amount. For the purpose of determining the 
amount of securities specified in paragraph (e)(1) of this section and, 
as applicable, paragraph (e)(2) of this section, the following 
provisions shall apply:
    (i) Where both convertible securities and securities of the class 
into which they are convertible are sold, the amount of convertible 
securities sold shall be deemed to be the amount of securities of the 
class into which they are convertible for the purpose of determining the 
aggregate amount of securities of both classes sold;
    (ii) The amount of securities sold for the account of a pledgee of 
those securities, or for the account of a purchaser of the pledged 
securities, during any period of three months within six months (or 
within one year if the issuer of the securities is not, or has not been 
for a period of at least 90 days immediately before the sale, subject to 
the reporting requirements of section 13 or 15(d) of the Exchange Act) 
after a default in the obligation secured by the pledge, and the amount 
of securities sold during the same three-month period for the account of 
the pledgor shall not exceed, in the aggregate, the amount specified in 
paragraph (e)(1) or (2) of this section, whichever is applicable;

    Note to Sec. 230.144(e)(3)(ii): Sales by a pledgee of securities 
pledged by a borrower will not be aggregated under paragraph (e)(3)(ii) 
with sales of the securities of the same issuer by other pledgees of 
such borrower in the absence of concerted action by such pledgees.

    (iii) The amount of securities sold for the account of a donee of 
those securities during any three-month period within six months (or 
within one year if the issuer of the securities is not, or has not been 
for a period of at least 90 days immediately before the sale, subject to 
the reporting requirements of section 13 or 15(d) of the Exchange Act) 
after the donation, and the amount of securities sold during the same 
three-month period for the account of the donor, shall not exceed, in 
the aggregate, the amount specified in paragraph (e)(1) or (2) of this 
section, whichever is applicable;
    (iv) Where securities were acquired by a trust from the settlor of 
the trust, the amount of such securities sold for the account of the 
trust during any three-month period within six months (or within one 
year if the issuer of the securities is not, or has not been for a 
period of at least 90 days immediately before the sale, subject to the 
reporting requirements of section 13 or 15(d) of the Exchange Act) after 
the acquisition of the securities by the trust, and the amount of 
securities sold during the

[[Page 616]]

same three-month period for the account of the settlor, shall not 
exceed, in the aggregate, the amount specified in paragraph (e)(1) or 
(2) of this section, whichever is applicable;
    (v) The amount of securities sold for the account of the estate of a 
deceased person, or for the account of a beneficiary of such estate, 
during any three-month period and the amount of securities sold during 
the same three-month period for the account of the deceased person prior 
to his death shall not exceed, in the aggregate, the amount specified in 
paragraph (e)(1) or (2) of this section, whichever is applicable: 
Provided, that no limitation on amount shall apply if the estate or 
beneficiary of the estate is not an affiliate of the issuer;
    (vi) When two or more affiliates or other persons agree to act in 
concert for the purpose of selling securities of an issuer, all 
securities of the same class sold for the account of all such persons 
during any three-month period shall be aggregated for the purpose of 
determining the limitation on the amount of securities sold;
    (vii) The following sales of securities need not be included in 
determining the amount of securities to be sold in reliance upon this 
section:
    (A) Securities sold pursuant to an effective registration statement 
under the Act;
    (B) Securities sold pursuant to an exemption provided by Regulation 
A (Sec. 230.251 through Sec. 230.263) under the Act;
    (C) Securities sold in a transaction exempt pursuant to section 4 of 
the Act (15 U.S.C. 77d) and not involving any public offering; and
    (D) Securities sold offshore pursuant to Regulation S (Sec. 230.901 
through Sec. 230.905, and Preliminary Notes) under the Act.
    (f) Manner of sale. (1) The securities shall be sold in one of the 
following manners:
    (i) Brokers' transactions within the meaning of section 4(4) of the 
Act;
    (ii) Transactions directly with a market maker, as that term is 
defined in section 3(a)(38) of the Exchange Act; or
    (iii) Riskless principal transactions where:
    (A) The offsetting trades must be executed at the same price 
(exclusive of an explicitly disclosed markup or markdown, commission 
equivalent, or other fee);
    (B) The transaction is permitted to be reported as riskless under 
the rules of a self-regulatory organization; and
    (C) The requirements of paragraphs (g)(2)(applicable to any markup 
or markdown, commission equivalent, or other fee), (g)(3), and (g)(4) of 
this section are met.

    Note to Sec. 230.144(f)(1): For purposes of this paragraph, a 
riskless principal transaction means a principal transaction where, 
after having received from a customer an order to buy, a broker or 
dealer purchases the security as principal in the market to satisfy the 
order to buy or, after having received from a customer an order to sell, 
sells the security as principal to the market to satisfy the order to 
sell.

    (2) The person selling the securities shall not:
    (i) Solicit or arrange for the solicitation of orders to buy the 
securities in anticipation of or in connection with such transaction, or
    (ii) Make any payment in connection with the offer or sale of the 
securities to any person other than the broker or dealer who executes 
the order to sell the securities.
    (3) Paragraph (f) of this section shall not apply to:
    (i) Securities sold for the account of the estate of a deceased 
person or for the account of a beneficiary of such estate provided the 
estate or estate beneficiary is not an affiliate of the issuer; or
    (ii) Debt securities.
    (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 broker in which such broker:
    (1) Does no more than execute the order or orders to sell the 
securities as agent for the person for whose account the securities are 
sold;
    (2) Receives no more than the usual and customary broker's 
commission;
    (3) Neither solicits nor arranges for the solicitation of customers' 
orders to buy the securities in anticipation of or in connection with 
the transaction;

[[Page 617]]

Provided, that the foregoing shall not preclude:
    (i) Inquiries by the broker of other brokers or dealers who have 
indicated an interest in the securities within the preceding 60 days;
    (ii) Inquiries by the broker of his customers who have indicated an 
unsolicited bona fide interest in the securities within the preceding 10 
business days;
    (iii) The publication by the broker of bid and ask quotations for 
the security in an inter-dealer quotation system provided that such 
quotations are incident to the maintenance of a bona fide inter-dealer 
market for the security for the broker's own account and that the broker 
has published bona fide bid and ask quotations for the security in an 
inter-dealer quotation system on each of at least twelve days within the 
preceding thirty calendar days with no more than four business days in 
succession without such two-way quotations; or
    (iv) The publication by the broker of bid and ask quotations for the 
security in an alternative trading system, as defined in Sec. 242.300 of 
this chapter, provided that the broker has published bona fide bid and 
ask quotations for the security in the alternative trading system on 
each of the last twelve business days; and

    Note to Sec. 230.144(g)(3)(ii): The broker should obtain and retain 
in his files written evidence of indications of bona fide unsolicited 
interest by his customers in the securities at the time such indications 
are received.

    (4) After reasonable inquiry is not aware of circumstances 
indicating that the person for whose account the securities are sold is 
an underwriter with respect to the securities or that the transaction is 
a part of a distribution of securities of the issuer. Without limiting 
the foregoing, the broker shall be deemed to be aware of any facts or 
statements contained in the notice required by paragraph (h) of this 
section.

    Notes: (i) The broker, for his own protection, should obtain and 
retain in his files a copy of the notice required by paragraph (h) of 
this section.
    (ii) The reasonable inquiry required by paragraph (g)(3) of this 
section should include, but not necessarily be limited to, inquiry as to 
the following matters:
    (a) The length of time the securities have been held by the person 
for whose account they are to be sold. If practicable, the inquiry 
should include physical inspection of the securities;
    (b) The nature of the transaction in which the securities were 
acquired by such person;
    (c) The amount of securities of the same class sold during the past 
3 months by all persons whose sales are required to be taken into 
consideration pursuant to paragraph (e) of this section;
    (d) Whether such person intends to sell additional securities of the 
same class through any other means;
    (e) Whether such person has solicited or made any arrangement for 
the solicitation of buy orders in connection with the proposed sale of 
securities;
    (f) Whether such person has made any payment to any other person in 
connection with the proposed sale of the securities; and
    (g) The number of shares or other units of the class outstanding, or 
the relevant trading volume.

    (h) Notice of proposed sale. (1) If the amount of securities to be 
sold in reliance upon this rule during any period of three months 
exceeds 5,000 shares or other units or has an aggregate sale price in 
excess of $50,000, three copies of a notice on Form 144 (Sec. 239.144 of 
this chapter) shall be filed with the Commission. If such securities are 
admitted to trading on any national securities exchange, one copy of 
such notice also shall be transmitted to the principal exchange on which 
such securities are admitted.
    (2) The Form 144 shall be signed by the person for whose account the 
securities are to be sold and shall be transmitted for filing 
concurrently with either the placing with a broker of an order to 
execute a sale of securities in reliance upon this rule or the execution 
directly with a market maker of such a sale. Neither the filing of such 
notice nor the failure of the Commission to comment on such notice shall 
be deemed to preclude the Commission from taking any action that it 
deems necessary or appropriate with respect to the sale of the 
securities referred to in such notice. The person filing the notice 
required by this paragraph shall have a bona fide intention to sell the 
securities referred to in the notice within a reasonable time after the 
filing of such notice.
    (i) Unavailability to securities of issuers with no or nominal 
operations and no or

[[Page 618]]

nominal non-cash assets. (1) This section is not available for the 
resale of securities initially issued by an issuer defined below:
    (i) An issuer, other than a business combination related shell 
company, as defined in Sec. 230.405, or an asset-backed issuer, as 
defined in Item 1101(b) of Regulation AB (Sec. 229.1101(b) of this 
chapter), that has:
    (A) No or nominal operations; and
    (B) Either:
    (1) No or nominal assets;
    (2) Assets consisting solely of cash and cash equivalents; or
    (3) Assets consisting of any amount of cash and cash equivalents and 
nominal other assets; or
    (ii) An issuer that has been at any time previously an issuer 
described in paragraph (i)(1)(i).
    (2) Notwithstanding paragraph (i)(1), if the issuer of the 
securities previously had been an issuer described in paragraph 
(i)(1)(i) but has ceased to be an issuer described in paragraph 
(i)(1)(i); is subject to the reporting requirements of section 13 or 
15(d) of the Exchange Act; has filed all reports and other materials 
required to be filed by section 13 or 15(d) of the Exchange Act, as 
applicable, during the preceding 12 months (or for such shorter period 
that the issuer was required to file such reports and materials), other 
than Form 8-K reports (Sec. 249.308 of this chapter); and has filed 
current ``Form 10 information'' with the Commission reflecting its 
status as an entity that is no longer an issuer described in paragraph 
(i)(1)(i), then those securities may be sold subject to the requirements 
of this section after one year has elapsed from the date that the issuer 
filed ``Form 10 information'' with the Commission.
    (3) The term ``Form 10 information'' means the information that is 
required by Form 10 or Form 20-F (Sec. 249.210 or Sec. 249.220f of this 
chapter), as applicable to the issuer of the securities, to register 
under the Exchange Act each class of securities being sold under this 
rule. The issuer may provide the Form 10 information in any filing of 
the issuer with the Commission. The Form 10 information is deemed filed 
when the initial filing is made with the Commission.

[37 FR 596, Jan. 14, 1972]

    Editorial Note: For Federal Register citations affecting 
Sec. 230.144, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 230.144A  Private resales of securities to institutions.

    Preliminary Notes: 1. This section relates solely to the application 
of section 5 of the Act and not to antifraud or other provisions of the 
federal securities laws.
    2. Attempted compliance with this section does not act as an 
exclusive election; any seller hereunder may also claim the availability 
of any other applicable exemption from the registration requirements of 
the Act.
    3. In view of the objective of this section and the policies 
underlying the Act, this section is not available with respect to any 
transaction or series of transactions that, although in technical 
compliance with this section, is part of a plan or scheme to evade the 
registration provisions of the Act. In such cases, registration under 
the Act is required.
    4. Nothing in this section obviates the need for any issuer or any 
other person to comply with the securities registration or broker-dealer 
registration requirements of the Securities Exchange Act of 1934 (the 
Exchange Act), whenever such requirements are applicable.
    5. Nothing in this section obviates the need for any person to 
comply with any applicable state law relating to the offer or sale of 
securities.
    6. Securities acquired in a transaction made pursuant to the 
provisions of this section are deemed to be restricted securities within 
the meaning of Sec. 230.144(a)(3) of this chapter.
    7. The fact that purchasers of securities from the issuer thereof 
may purchase such securities with a view to reselling such securities 
pursuant to this section will not affect the availability to such issuer 
of an exemption under section 4(a)(2) of the Act, or Regulation D under 
the Act, from the registration requirements of the Act.

    (a) Definitions. (1) For purposes of this section, qualified 
institutional buyer shall mean:
    (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 a discretionary basis at least $100 million in 
securities of issuers that are not affiliated with the entity:
    (A) Any insurance company as defined in section 2(a)(13) of the Act;


[[Page 619]]


    Note: A purchase by an insurance company for one or more of its 
separate accounts, as defined by section 2(a)(37) of the Investment 
Company Act of 1940 (the ``Investment Company Act''), which are neither 
registered under section 8 of the Investment Company Act nor required to 
be so registered, shall be deemed to be a purchase for the account of 
such insurance company.

    (B) Any investment company registered under the Investment Company 
Act or any business development company as defined in section 2(a)(48) 
of that Act;
    (C) Any Small Business Investment Company licensed by the U.S. Small 
Business Administration under section 301(c) or (d) of the Small 
Business Investment Act of 1958;
    (D) Any plan established and maintained by a state, its political 
subdivisions, or any agency or instrumentality of a state or its 
political subdivisions, for the benefit of its employees;
    (E) Any employee benefit plan within the meaning of title I of the 
Employee Retirement Income Security Act of 1974;
    (F) Any trust fund whose trustee is a bank or trust company and 
whose participants are exclusively plans of the types identified in 
paragraph (a)(1)(i) (D) or (E) of this section, except trust funds that 
include as participants individual retirement accounts or H.R. 10 plans.
    (G) Any business development company as defined in section 
202(a)(22) of the Investment Advisers Act of 1940;
    (H) Any organization described in section 501(c)(3) of the Internal 
Revenue Code, corporation (other than a bank as defined in section 
3(a)(2) of the Act or a savings and loan association or other 
institution referenced in section 3(a)(5)(A) of the Act or a foreign 
bank or savings and loan association or equivalent institution), 
partnership, or Massachusetts or similar business trust; and
    (I) Any investment adviser registered under the Investment Advisers 
Act.
    (ii) Any dealer registered pursuant to section 15 of the Exchange 
Act, acting for its own account or the accounts of other qualified 
institutional buyers, that in the aggregate owns and invests on a 
discretionary basis at least $10 million of securities of issuers that 
are not affiliated with the dealer, Provided, That securities 
constituting the whole or a part of an unsold allotment to or 
subscription by a dealer as a participant in a public offering shall not 
be deemed to be owned by such dealer;
    (iii) Any dealer registered pursuant to section 15 of the Exchange 
Act acting in a riskless principal transaction on behalf of a qualified 
institutional buyer;

    Note: A registered dealer may act as agent, on a non-discretionary 
basis, in a transaction with a qualified institutional buyer without 
itself having to be a qualified institutional buyer.

    (iv) Any investment company registered under the Investment Company 
Act, acting for its own account or for the accounts of other qualified 
institutional buyers, that is part of a family of investment companies 
which own in the aggregate at least $100 million in securities of 
issuers, other than issuers that are affiliated with the investment 
company or are part of such family of investment companies. Family of 
investment companies means any two or more investment companies 
registered under the Investment Company Act, except for a unit 
investment trust whose assets consist solely of shares of one or more 
registered investment companies, that have the same investment adviser 
(or, in the case of unit investment trusts, the same depositor), 
Provided That, for purposes of this section:
    (A) Each series of a series company (as defined in Rule 18f-2 under 
the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a 
separate investment company; and
    (B) Investment companies shall be deemed to have the same adviser 
(or depositor) if their advisers (or depositors) are majority-owned 
subsidiaries of the same parent, or if one investment company's adviser 
(or depositor) is a majority-owned subsidiary of the other investment 
company's adviser (or depositor);
    (v) Any entity, all of the equity owners of which are qualified 
institutional buyers, acting for its own account or the accounts of 
other qualified institutional buyers; and
    (vi) Any bank as defined in section 3(a)(2) of the Act, any savings 
and loan association or other institution as referenced in section 
3(a)(5)(A) of the Act,

[[Page 620]]

or any foreign bank or savings and loan association or equivalent 
institution, acting for its own account or the accounts of other 
qualified institutional buyers, that in the aggregate owns and invests 
on a discretionary basis at least $100 million in securities of issuers 
that are not affiliated with it and that has an audited net worth of at 
least $25 million as demonstrated in its latest annual financial 
statements, as of a date not more than 16 months preceding the date of 
sale under the Rule in the case of a U.S. bank or savings and loan 
association, and not more than 18 months preceding such date of sale for 
a foreign bank or savings and loan association or equivalent 
institution.
    (2) In determining the aggregate amount of securities owned and 
invested on a discretionary basis by an entity, the following 
instruments and interests shall be excluded: bank deposit notes and 
certificates of deposit; loan participations; repurchase agreements; 
securities owned but subject to a repurchase agreement; and currency, 
interest rate and commodity swaps.
    (3) The aggregate value of securities owned and invested on a 
discretionary basis by an entity shall be the cost of such securities, 
except where the entity reports its securities holdings in its financial 
statements on the basis of their market value, and no current 
information with respect to the cost of those securities has been 
published. In the latter event, the securities may be valued at market 
for purposes of this section.
    (4) In determining the aggregate amount of securities owned by an 
entity and invested on a discretionary basis, securities owned by 
subsidiaries of the entity that are consolidated with the entity in its 
financial statements prepared in accordance with generally accepted 
accounting principles may be included if the investments of such 
subsidiaries are managed under the direction of the entity, except that, 
unless the entity is a reporting company under section 13 or 15(d) of 
the Exchange Act, securities owned by such subsidiaries may not be 
included if the entity itself is a majority-owned subsidiary that would 
be included in the consolidated financial statements of another 
enterprise.
    (5) For purposes of this section, riskless principal transaction 
means a transaction in which a dealer buys a security from any person 
and makes a simultaneous offsetting sale of such security to a qualified 
institutional buyer, including another dealer acting as riskless 
principal for a qualified institutional buyer.
    (6) For purposes of this section, effective conversion premium means 
the amount, expressed as a percentage of the security's conversion 
value, by which the price at issuance of a convertible security exceeds 
its conversion value.
    (7) For purposes of this section, effective exercise premium means 
the amount, expressed as a percentage of the warrant's exercise value, 
by which the sum of the price at issuance and the exercise price of a 
warrant exceeds its exercise value.
    (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 conditions set forth in paragraph (d) of this 
section shall be deemed not to be engaged in a distribution of such 
securities and therefore not to be an underwriter of such securities 
within the meaning of sections 2(a)(11) and 4(a)(1) of the Act.
    (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 to be a participant in a distribution of 
such securities within the meaning of section 4(a)(3)(C) of the Act and 
not to be an underwriter of such securities within the meaning of 
section 2(a)(11) of the Act, and such securities shall be deemed not to 
have been offered to the public within the meaning of section 4(a)(3)(A) 
of the Act.
    (d) Conditions to be met. To qualify for exemption under this 
section, an offer or sale must meet the following conditions:
    (1) The securities are sold only to a qualified institutional buyer 
or to a purchaser that the seller and any person acting on behalf of the 
seller reasonably believe is a qualified institutional buyer. In 
determining whether a

[[Page 621]]

prospective purchaser is a qualified institutional buyer, the seller and 
any person acting on its behalf shall be entitled to rely upon the 
following non-exclusive methods of establishing the prospective 
purchaser's ownership and discretionary investments of securities:
    (i) The prospective purchaser's most recent publicly available 
financial statements, Provided That such statements present the 
information as of a date within 16 months preceding the date of sale of 
securities under this section in the case of a U.S. purchaser and within 
18 months preceding such date of sale for a foreign purchaser;
    (ii) The most recent publicly available information appearing in 
documents filed by the prospective purchaser with the Commission or 
another United States federal, state, or local governmental agency or 
self-regulatory organization, or with a foreign governmental agency or 
self-regulatory organization, Provided That any such information is as 
of a date within 16 months preceding the date of sale of securities 
under this section in the case of a U.S. purchaser and within 18 months 
preceding such date of sale for a foreign purchaser;
    (iii) The most recent publicly available information appearing in a 
recognized securities manual, Provided That such information is as of a 
date within 16 months preceding the date of sale of securities under 
this section in the case of a U.S. purchaser and within 18 months 
preceding such date of sale for a foreign purchaser; or
    (iv) A certification by the chief financial officer, a person 
fulfilling an equivalent function, or other executive officer of the 
purchaser, specifying the amount of securities owned and invested on a 
discretionary basis by the purchaser as of a specific date on or since 
the close of the purchaser's most recent fiscal year, or, in the case of 
a purchaser that is a member of a family of investment companies, a 
certification by an executive officer of the investment adviser 
specifying the amount of securities owned by the family of investment 
companies as of a specific date on or since the close of the purchaser's 
most recent fiscal year;
    (2) The seller and any person acting on its behalf takes reasonable 
steps to ensure that the purchaser is aware that the seller may rely on 
the exemption from the provisions of section 5 of the Act provided by 
this section;
    (3) The securities offered or sold:
    (i) Were not, when issued, of the same class as securities listed on 
a national securities exchange registered under section 6 of the 
Exchange Act or quoted in a U.S. automated inter-dealer quotation 
system; Provided, That securities that are convertible or exchangeable 
into securities so listed or quoted at the time of issuance and that had 
an effective conversion premium of less than 10 percent, shall be 
treated as securities of the class into which they are convertible or 
exchangeable; and that warrants that may be exercised for securities so 
listed or quoted at the time of issuance, for a period of less than 3 
years from the date of issuance, or that had an effective exercise 
premium of less than 10 percent, shall be treated as securities of the 
class to be issued upon exercise; and Provided further, That the 
Commission may from time to time, taking into account then-existing 
market practices, designate additional securities and classes of 
securities that will not be deemed of the same class as securities 
listed on a national securities exchange or quoted in a U.S. automated 
inter-dealer quotation system; and
    (ii) Are not securities of an open-end investment company, unit 
investment trust or face-amount certificate company that is or is 
required to be registered under section 8 of the Investment Company Act; 
and
    (4)(i) In the case of securities of an issuer that is neither 
subject to section 13 or 15(d) of the Exchange Act, nor exempt from 
reporting pursuant to Rule 12g3-2(b) (Sec. 240.12g3-2(b) of this 
chapter) under the Exchange Act, nor a foreign government as defined in 
Rule 405 (Sec. 230.405 of this chapter) eligible to register securities 
under Schedule B of the Act, the holder and a prospective purchaser 
designated by the holder have the right to obtain from the issuer, upon 
request of the holder, and the prospective purchaser has received from 
the issuer, the seller, or a person acting on either of their behalf, at 
or prior

[[Page 622]]

to the time of sale, upon such prospective purchaser's request to the 
holder or the issuer, the following information (which shall be 
reasonably current in relation to the date of resale under this 
section): a very brief statement of the nature of the business of the 
issuer and the products and services it offers; and the issuer's most 
recent balance sheet and profit and loss and retained earnings 
statements, and similar financial statements for such part of the two 
preceding fiscal years as the issuer has been in operation (the 
financial statements should be audited to the extent reasonably 
available).
    (ii) The requirement that the information be reasonably current will 
be presumed to be satisfied if:
    (A) The balance sheet is as of a date less than 16 months before the 
date of resale, the statements of profit and loss and retained earnings 
are for the 12 months preceding the date of such balance sheet, and if 
such balance sheet is not as of a date less than 6 months before the 
date of resale, it shall be accompanied by additional statements of 
profit and loss and retained earnings for the period from the date of 
such balance sheet to a date less than 6 months before the date of 
resale; and
    (B) The statement of the nature of the issuer's business and its 
products and services offered is as of a date within 12 months prior to 
the date of resale; or
    (C) With regard to foreign private issuers, the required information 
meets the timing requirements of the issuer's home country or principal 
trading markets.
    (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 previous or subsequent offer or sale of such securities 
by the issuer or any prior or subsequent holder thereof.

[55 FR 17945, Apr. 30, 1990, as amended at 57 FR 48722, Oct. 28, 1992; 
78 FR 44804, July 24, 2013]



Sec. 230.145  Reclassification of securities, mergers, consolidations
and acquisitions of assets.

    Preliminary Note: Rule 145 (Sec. 230.145 of this chapter) is 
designed to make available the protection provided by registration under 
the Securities Act of 1933, as amended (Act), to persons who are offered 
securities in a business combination of the type described in paragraphs 
(a) (1), (2) and (3) of the rule. The thrust of the rule is that an 
offer, offer to sell, offer for sale, or sale occurs when there is 
submitted to security holders a plan or agreement pursuant to which such 
holders are required to elect, on the basis of what is in substance a 
new investment decision, whether to accept a new or different security 
in exchange for their existing security. Rule 145 embodies the 
Commission's determination that such transactions are subject to the 
registration requirements of the Act, and that the previously existing 
no-sale theory of Rule 133 is no longer consistent with the statutory 
purposes of the Act. See Release No. 33-5316 (October 6, 1972) [37 FR 
23631]. Securities issued in transactions described in paragraph (a) of 
Rule 145 may be registered on Form S-4 or F-4 (Sec. 239.25 or 
Sec. 239.34 of this chapter) or Form N-14 (Sec. 239.23 of this chapter) 
under the Act.

    Transactions for which statutory exemptions under the Act, including 
those contained in sections 3(a)(9), (10), (11) and 4(2), are otherwise 
available are not affected by Rule 145. Reference is made to Rule 153a 
(Sec. 230.153a of this chapter) describing the prospectus delivery 
required in a transaction of the type referred to in Rule 145. A 
reclassification of securities covered by Rule 145 would be exempt from 
registration pursuant to section 3(a)(9) or (11) of the Act if the 
conditions of either of these sections are satisfied.
    (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 Act, so far as the security holders of a corporation 
or other person are concerned where, pursuant to statutory provisions of 
the jurisdiction under which such corporation or other person is 
organized, or pursuant to provisions contained in its certificate of 
incorporation or similar controlling instruments, or otherwise, there is 
submitted for the vote or consent of such security holders a plan or 
agreement for:
    (1) Reclassifications. A reclassification of securities of such 
corporation or other person, other than a stock split, reverse stock 
split, or change in par value, which involves the substitution of a 
security for another security;
    (2) Mergers of consolidations. A statutory merger or consolidation 
or similar

[[Page 623]]

plan or acquisition in which securities of such corporation or other 
person held by such security holders will become or be exchanged for 
securities of any person, unless the sole purpose of the transaction is 
to change an issuer's domicile solely within the United States; or
    (3) Transfers of assets. A transfer of assets of such corporation or 
other person, to another person in consideration of the issuance of 
securities of such other person or any of its affiliates, if:
    (i) Such plan or agreement provides for dissolution of the 
corporation or other person whose security holders are voting or 
consenting; or
    (ii) Such plan or agreement provides for a pro rata or similar 
distribution of such securities to the security holders voting or 
consenting; or
    (iii) The board of directors or similar representatives of such 
corporation or other person, adopts resolutions relative to paragraph 
(a)(3) (i) or (ii) of this section within 1 year after the taking of 
such vote or consent; or
    (iv) The transfer of assets is a part of a preexisting plan for 
distribution of such securities, notwithstanding paragraph (a)(3) (i), 
(ii), or (iii) of this section.
    (b) Communications before a Registration Statement is filed. 
Communications made in connection with or relating to a transaction 
described in paragraph (a) of this section that will be registered under 
the Act may be made under Sec. 230.135, Sec. 230.165 or Sec. 230.166.
    (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 shell company, other than a business combination 
related shell company, as those terms are defined in Sec. 230.405, any 
party to that transaction, other than the issuer, or any person who is 
an affiliate of such party at the time such transaction is submitted for 
vote or consent, who publicly offers or sells securities of the issuer 
acquired in connection with any such transaction, shall be deemed to be 
engaged in a distribution and therefore to be an underwriter thereof 
within the meaning of Section 2(a)(11) of the Act.
    (d) Resale provisions for persons and parties deemed underwriters. 
Notwithstanding the provisions of paragraph (c), a person or party 
specified in that paragraph shall not be deemed to be engaged in a 
distribution and therefore not to be an underwriter of securities 
acquired in a transaction specified in paragraph (a) that was registered 
under the Act if:
    (1) The issuer has met the requirements applicable to an issuer of 
securities in paragraph (i)(2) of Sec. 230.144; and
    (2) One of the following three conditions is met:
    (i) Such securities are sold by such person or party in accordance 
with the provisions of paragraphs (c), (e), (f), and (g) of Sec. 230.144 
and at least 90 days have elapsed since the date the securities were 
acquired from the issuer in such transaction; or
    (ii) Such person or party is not, and has not been for at least 
three months, an affiliate of the issuer, and at least six months, as 
determined in accordance with paragraph (d) of Sec. 230.144, have 
elapsed since the date the securities were acquired from the issuer in 
such transaction, and the issuer meets the requirements of paragraph (c) 
of Sec. 230.144; or
    (iii) Such person or party is not, and has not been for at least 
three months, an affiliate of the issuer, and at least one year, as 
determined in accordance with paragraph (d) of Sec. 230.144, has elapsed 
since the date the securities were acquired from the issuer in such 
transaction.

    Note to Sec. 230.145(c) and (d): Paragraph (d) is not available with 
respect to any transaction or series of transactions that, although in 
technical compliance with the rule, is part of a plan or scheme to evade 
the registration requirements of the Act.

    (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 Sec. 230.144.
    (2) The term party as used in paragraphs (c) and (d) of this section 
shall mean the corporations, business entities, or other persons, other 
than the issuer, whose assets or capital structure are affected by the 
transactions specified in paragraph (a) of this section.
    (3) The term person as used in paragraphs (c) and (d) of this 
section, when used in reference to a person for whose

[[Page 624]]

account securities are to be sold, shall have the same meaning as the 
definition of that term in paragraph (a)(2) of Sec. 230.144.

[37 FR 23636, Nov. 7, 1972, as amended at 49 FR 5921, Feb. 16, 1984; 50 
FR 19016, May 6, 1985; 50 FR 48382, Nov. 25, 1985; 55 FR 17944, Apr. 30, 
1990; 62 FR 9245, Feb. 28, 1997; 64 FR 61449, Nov. 10, 1999; 72 FR 
71570, Dec. 17, 2007; 78 FR 44769, July 24, 2013]



Sec. 230.146  Rules under section 18 of the Act.

    (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 of the issuer'' for purposes of Section 18 of 
the Act, if the issuer or an agent or representative:
    (1) Authorizes the document's production, and
    (2) Approves the document before its use.
    (b) Covered securities for purposes of Section 18.
    (1) For purposes of Section 18(b) of the Act (15 U.S.C. 77r), the 
Commission finds that the following national securities exchanges, or 
segments or tiers thereof, have listing standards that are substantially 
similar to those of the New York Stock Exchange (``NYSE''), the NYSE 
American LLC (``NYSE American''), or the National Market System of the 
Nasdaq Stock Market (``Nasdaq/NGM''), and that securities listed, or 
authorized for listing, on such exchanges shall be deemed covered 
securities:
    (i) Tier I of the NYSE Arca, Inc.;
    (ii) Tier I of the NASDAQ PHLX LLC;
    (iii) The Chicago Board Options Exchange, Incorporated;
    (iv) Options listed on Nasdaq ISE, LLC;
    (v) The Nasdaq Capital Market;
    (vi) Tier I and Tier II of Bats BZX Exchange, Inc.; and
    (vii) Investors Exchange LLC.
    (2) The designation of securities in paragraphs (b)(1)(i) through 
(vii) of this section as covered securities is conditioned on such 
exchanges' listing standards (or segments or tiers thereof) continuing 
to be substantially similar to those of the NYSE, NYSE American, or 
Nasdaq/NGM.

[62 FR 24573, May 6, 1997, as amended at 63 FR 3035, Jan. 21, 1998; 69 
FR 43298, July 20, 2004; 72 FR 20414, Apr. 24, 2007; 77 FR 3597, Jan. 
25, 2012; 82 FR 50069, Oct. 30, 2017]



Sec. 230.147  Intrastate offers and sales.

    (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 transactions by an issuer which do not satisfy all of the 
provisions of this section.
    (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)(11) of the Act (15 U.S.C. 77c(a)(11)), 
where offers and sales are made only to persons resident within the same 
state or territory in which the issuer is resident and doing business, 
within the meaning of section 3(a)(11) of the Act, so long as the issuer 
complies with the provisions of paragraphs (c), (d), and (f) through (h) 
of this section.
    (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 territory in which all of the offers and sales are 
made.
    (1) The issuer shall be deemed to be a resident of the state or 
territory in which:
    (i) It is incorporated or organized, and it has its principal place 
of business, if a corporation, limited partnership, trust or other form 
of business organization that is organized under state or territorial 
law. The issuer shall be deemed to have its principal place of business 
in a state or territory in which the officers, partners or managers of 
the issuer primarily direct, control and coordinate the activities of 
the issuer;
    (ii) It has its principal place of business, as defined in paragraph 
(c)(1)(i) of this section, if a general partnership or other form of 
business organization that is not organized under any state or 
territorial law;
    (iii) Such person's principal residence is located, if an 
individual.

[[Page 625]]

    Instruction to paragraph (c)(1): An issuer that has previously 
conducted an intrastate offering pursuant to this section (Sec. 230.147) 
or Rule 147A (Sec. 230.147A) may not conduct another intrastate offering 
pursuant to this section (Sec. 230.147) in a different state or 
territory, until the expiration of the time period specified in 
paragraph (e) of this section (Sec. 230.147(e)) or paragraph (e) of Rule 
147A (Sec. 230.147A(e)), calculated on the basis of the date of the last 
sale in such offering.
    (2) The issuer shall be deemed to be doing business within a state 
or territory if the issuer satisfies at least one of the following 
requirements:
    (i) The issuer derived at least 80% of its consolidated gross 
revenues from the operation of a business or of real property located in 
or from the rendering of services within such state or territory;
    Instruction to paragraph (c)(2)(i): Revenues must be calculated 
based on the issuer's most recent fiscal year, if the first offer of 
securities pursuant to this section is made during the first six months 
of the issuer's current fiscal year, and based on the first six months 
of the issuer's current fiscal year or during the twelve-month fiscal 
period ending with such six-month period, if the first offer of 
securities pursuant to this section is made during the last six months 
of the issuer's current fiscal year.
    (ii) The issuer had at the end of its most recent semi-annual fiscal 
period prior to an initial offer of securities in any offering or 
subsequent offering pursuant to this section, at least 80% of its assets 
and those of its subsidiaries on a consolidated basis located within 
such state or territory;
    (iii) The issuer intends to use and uses at least 80% of the net 
proceeds to the issuer from sales made pursuant to this section 
(Sec. 230.147) in connection with the operation of a business or of real 
property, the purchase of real property located in, or the rendering of 
services within such state or territory; or
    (iv) A majority of the issuer's employees are based in such state or 
territory.
    (d) Residence of offerees and purchasers. Offers and sales of 
securities pursuant to this section (Sec. 230.147) shall be made only to 
residents of the state or territory in which the issuer is resident, as 
determined pursuant to paragraph (c) of this section, or who the issuer 
reasonably believes, at the time of the offer and sale, are residents of 
the state or territory in which the issuer is resident. For purposes of 
determining the residence of offerees and purchasers:
    (1) A corporation, partnership, limited liability company, trust or 
other form of business organization shall be deemed to be a resident of 
a state or territory if, at the time of the offer and sale to it, it has 
its principal place of business, as defined in paragraph (c)(1)(i) of 
this section, within such state or territory.
    Instruction to paragraph (d)(1): A trust that is not deemed by the 
law of the state or territory of its creation to be a separate legal 
entity is deemed to be a resident of each state or territory in which 
its trustee is, or trustees are, resident.
    (2) Individuals shall be deemed to be residents of a state or 
territory if such individuals have, at the time of the offer and sale to 
them, their principal residence in the state or territory.
    (3) A corporation, partnership, trust or other form of business 
organization, which is organized for the specific purpose of acquiring 
securities offered pursuant to this section (Sec. 230.147), shall not be 
a resident of a state or territory unless all of the beneficial owners 
of such organization are residents of such state or territory.
    Instruction to paragraph (d): Obtaining a written representation 
from purchasers of in-state residency status will not, without more, be 
sufficient to establish a reasonable belief that such purchasers are in-
state residents.
    (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 
(Sec. 230.147), any resale of such security shall be made only to 
persons resident within the state or territory in which the issuer was 
resident, as determined pursuant to paragraph (c) of this section, at 
the time of the sale of the security by the issuer.
    Instruction to paragraph (e): In the case of convertible securities, 
resales

[[Page 626]]

of either the convertible security, or if it is converted, the 
underlying security, could be made during the period described in 
paragraph (e) only to persons resident within such state or territory. 
For purposes of this paragraph (e), a conversion in reliance on section 
3(a)(9) of the Act (15 U.S.C. 77c(a)(9)) does not begin a new period.
    (f) Precautions against interstate sales. (1) The issuer shall, in 
connection with any securities sold by it pursuant to this section:
    (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 exemption from registration and have not 
been registered under the Securities Act of 1933. For a period of six 
months from the date of the sale by the issuer of these securities, any 
resale of these securities (or the underlying securities in the case of 
convertible securities) shall be made only to persons resident within 
the state or territory of [identify the name of the state or territory 
in which the issuer was resident at the time of the sale of the 
securities by the issuer].'';
    (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, make a notation in the appropriate records 
of the issuer; and
    (iii) Obtain a written representation from each purchaser as to his 
or her residence.
    (2) The issuer shall, in connection with the issuance of new 
certificates for any of the securities that are sold pursuant to this 
section (Sec. 230.147) that are presented for transfer during the time 
period specified in paragraph (e), take the steps required by paragraphs 
(f)(1)(i) and (ii) of this section.
    (3) The issuer shall, at the time of any offer or sale by it of a 
security pursuant to this section (Sec. 230.147), prominently disclose 
to each offeree in the manner in which any such offer is communicated 
and to each purchaser of such security in writing a reasonable period of 
time before the date of sale, the following: ``Sales will be made only 
to residents of [identify the name of the state or territory in which 
the issuer was resident at the time of the sale of the securities by the 
issuer]. Offers and sales of these securities are made under an 
exemption from registration and have not been registered under the 
Securities Act of 1933. For a period of six months from the date of the 
sale by the issuer of the securities, any resale of the securities (or 
the underlying securities in the case of convertible securities) shall 
be made only to persons resident within the state or territory of 
[identify the name of the state or territory in which the issuer was 
resident at the time of the sale of the securities by the issuer].''
    (g) Integration with other offerings. Offers or sales made in 
reliance on this section will not be integrated with:
    (1) Offers or sales of securities made prior to the commencement of 
offers and sales of securities pursuant to this section (Sec. 230.147); 
or
    (2) Offers or sales made after completion of offers and sales of 
securities pursuant to this section (Sec. 230.147) that are:
    (i) Registered under the Act, except as provided in paragraph (h) of 
this section (Sec. 230.147);
    (ii) Exempt from registration under Regulation A (Secs. 230.251 
through 230.263);
    (iii) Exempt from registration under Rule 701 (Sec. 230.701);
    (iv) Made pursuant to an employee benefit plan;
    (v) Exempt from registration under Regulation S (Secs. 230.901 
through 230.905);
    (vi) Exempt from registration under section 4(a)(6) of the Act (15 
U.S.C. 77d(a)(6)); or
    (vii) Made more than six months after the completion of an offering 
conducted pursuant to this section (Sec. 230.147).
    Instruction to paragraph (g): If none of the safe harbors applies, 
whether subsequent offers and sales of securities will be integrated 
with any securities offered or sold pursuant to this section 
(Sec. 230.147) will depend on the particular facts and circumstances.
    (h) Offerings limited to qualified institutional buyers and 
institutional accredited investors. Where an issuer decides to register 
an offering under the Act after making offers in reliance on this 
section (Sec. 230.147) limited only to qualified institutional buyers 
and institutional

[[Page 627]]

accredited investors referenced in section 5(d) of the Act, such offers 
will not be subject to integration with any subsequent registered 
offering. If the issuer makes offers in reliance on this section 
(Sec. 230.147) to persons other than qualified institutional buyers and 
institutional accredited investors referenced in section 5(d) of the 
Act, such offers will not be subject to integration if the issuer (and 
any underwriter, broker, dealer, or agent used by the issuer in 
connection with the proposed offering) waits at least 30 calendar days 
between the last such offer made in reliance on this section 
(Sec. 230.147) and the filing of the registration statement with the 
Commission.

[81 FR 83550, Nov. 21, 2016]



Sec. 230.147A  Intrastate sales exemption.

    (a) Scope of the exemption. Offers and sales by or on behalf of an 
issuer of its securities made in accordance with this section 
(Sec. 230.147A) are exempt from section 5 of the Act (15 U.S.C. 77e). 
This exemption is not available to an issuer that is an investment 
company registered or required to be registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1 et seq.).
    (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 general solicitation and general advertising, so 
long as the issuer complies with the provisions of paragraphs (c), (d), 
and (f) through (h) of this section.
    (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 territory in which all of the sales are made.
    (1) The issuer shall be deemed to be a resident of the state or 
territory in which it has its principal place of business. The issuer 
shall be deemed to have its principal place of business in a state or 
territory in which the officers, partners or managers of the issuer 
primarily direct, control and coordinate the activities of the issuer.
    (2) The issuer shall be deemed to be doing business within a state 
or territory if the issuer satisfies at least one of the following 
requirements:
    (i) The issuer derived at least 80% of its consolidated gross 
revenues from the operation of a business or of real property located in 
or from the rendering of services within such state or territory;
    Instruction to paragraph (c)(2)(i): Revenues must be calculated 
based on the issuer's most recent fiscal year, if the first offer of 
securities pursuant to this section is made during the first six months 
of the issuer's current fiscal year, and based on the first six months 
of the issuer's current fiscal year or during the twelve-month fiscal 
period ending with such six-month period, if the first offer of 
securities pursuant to this section is made during the last six months 
of the issuer's current fiscal year.
    (ii) The issuer had at the end of its most recent semi-annual fiscal 
period prior to an initial offer of securities in any offering or 
subsequent offering pursuant to this section, at least 80% of its assets 
and those of its subsidiaries on a consolidated basis located within 
such state or territory;
    (iii) The issuer intends to use and uses at least 80% of the net 
proceeds to the issuer from sales made pursuant to this section 
(Sec. 230.147A) in connection with the operation of a business or of 
real property, the purchase of real property located in, or the 
rendering of services within such state or territory; or
    (iv) A majority of the issuer's employees are based in such state or 
territory.
    Instruction to paragraph (c): An issuer that has previously 
conducted an intrastate offering pursuant to this section 
(Sec. 230.147A) or Rule 147 (Sec. 230.147) may not conduct another 
intrastate offering pursuant to this section (Sec. 230.147A) in a 
different state or territory, until the expiration of the time period 
specified in paragraph (e) of this section (Sec. 230.147A(e)) or 
paragraph (e) of Rule 147 (Sec. 230.147(e)), calculated on the basis of 
the date of the last sale in such offering.
    (d) Residence of purchasers. Sales of securities pursuant to this 
section (Sec. 230.147A) shall be made only to residents of the state or 
territory in which the issuer is resident, as determined

[[Page 628]]

pursuant to paragraph (c) of this section, or who the issuer reasonably 
believes, at the time of sale, are residents of the state or territory 
in which the issuer is resident. For purposes of determining the 
residence of purchasers:
    (1) A corporation, partnership, limited liability company, trust or 
other form of business organization shall be deemed to be a resident of 
a state or territory if, at the time of sale to it, it has its principal 
place of business, as defined in paragraph (c)(1) of this section, 
within such state or territory.
    Instruction to paragraph (d)(1): A trust that is not deemed by the 
law of the state or territory of its creation to be a separate legal 
entity is deemed to be a resident of each state or territory in which 
its trustee is, or trustees are, resident.
    (2) Individuals shall be deemed to be residents of a state or 
territory if such individuals have, at the time of sale to them, their 
principal residence in the state or territory.
    (3) A corporation, partnership, trust or other form of business 
organization, which is organized for the specific purpose of acquiring 
securities offered pursuant to this section (Sec. 230.147A), shall not 
be a resident of a state or territory unless all of the beneficial 
owners of such organization are residents of such state or territory.
    Instruction to paragraph (d): Obtaining a written representation 
from purchasers of in-state residency status will not, without more, be 
sufficient to establish a reasonable belief that such purchasers are in-
state residents.
    (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 
(Sec. 230.147A), any resale of such security shall be made only to 
persons resident within the state or territory in which the issuer was 
resident, as determined pursuant to paragraph (c) of this section, at 
the time of the sale of the security by the issuer.
    Instruction to paragraph (e): In the case of convertible securities, 
resales of either the convertible security, or if it is converted, the 
underlying security, could be made during the period described in 
paragraph (e) only to persons resident within such state or territory. 
For purposes of this paragraph (e), a conversion in reliance on section 
3(a)(9) of the Act (15 U.S.C. 77c(a)(9)) does not begin a new period.
    (f) Precautions against interstate sales. (1) The issuer shall, in 
connection with any securities sold by it pursuant to this section:
    (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 exemption from registration and have not 
been registered under the Securities Act of 1933. For a period of six 
months from the date of the sale by the issuer of these securities, any 
resale of these securities (or the underlying securities in the case of 
convertible securities) shall be made only to persons resident within 
the state or territory of [identify the name of the state or territory 
in which the issuer was resident at the time of the sale of the 
securities by the issuer].'';
    (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, make a notation in the appropriate records 
of the issuer; and
    (iii) Obtain a written representation from each purchaser as to his 
or her residence.
    (2) The issuer shall, in connection with the issuance of new 
certificates for any of the securities that are sold pursuant to this 
section (Sec. 230.147A) that are presented for transfer during the time 
period specified in paragraph (e), take the steps required by paragraphs 
(f)(1)(i) and (ii) of this section.
    (3) The issuer shall, at the time of any offer or sale by it of a 
security pursuant to this section (Sec. 230.147A), prominently disclose 
to each offeree in the manner in which any such offer is communicated 
and to each purchaser of such security in writing a reasonable period of 
time before the date of sale, the following: ``Sales will be made only 
to residents of the state or territory of [identify the name of the 
state or territory in which the issuer was resident at the time of the 
sale of the securities by the issuer]. Offers and sales of these 
securities are made under an exemption from registration and have not 
been registered under the Securities Act of 1933. For a period of six 
months from

[[Page 629]]

the date of the sale by the issuer of the securities, any resale of the 
securities (or the underlying securities in the case of convertible 
securities) shall be made only to persons resident within the state or 
territory of [identify the name of the state or territory in which the 
issuer was resident at the time of the sale of the securities by the 
issuer].''
    (g) Integration with other offerings. Offers or sales made in 
reliance on this section will not be integrated with:
    (1) Offers or sales of securities made prior to the commencement of 
offers and sales of securities pursuant to this section (Sec. 230.147A); 
or
    (2) Offers or sales of securities made after completion of offers 
and sales of securities pursuant to this section (Sec. 230.147A) that 
are:
    (i) Registered under the Act, except as provided in paragraph (h) of 
this section (Sec. 230.147A);
    (ii) Exempt from registration under Regulation A (Secs. 230.251 
through 230.263);
    (iii) Exempt from registration under Rule 701 (Sec. 230.701);
    (iv) Made pursuant to an employee benefit plan;
    (v) Exempt from registration under Regulation S (Secs. 230.901 
through 230.905);
    (vi) Exempt from registration under section 4(a)(6) of the Act (15 
U.S.C. 77d(a)(6)); or
    (vii) Made more than six months after the completion of an offering 
conducted pursuant to this section (Sec. 230.147A).
    Instruction to paragraph (g): If none of the safe harbors applies, 
whether subsequent offers and sales of securities will be integrated 
with any securities offered or sold pursuant to this section 
(Sec. 230.147A) will depend on the particular facts and circumstances.
    (h) Offerings limited to qualified institutional buyers and 
institutional accredited investors. Where an issuer decides to register 
an offering under the Act after making offers in reliance on this 
section (Sec. 230.147A) limited only to qualified institutional buyers 
and institutional accredited investors referenced in section 5(d) of the 
Act, such offers will not be subject to integration with any subsequent 
registered offering. If the issuer makes offers in reliance on this 
section (Sec. 230.147A) to persons other than qualified institutional 
buyers and institutional accredited investors referenced in section 5(d) 
of the Act, such offers will not be subject to integration if the issuer 
(and any underwriter, broker, dealer, or agent used by the issuer in 
connection with the proposed offering) waits at least 30 calendar days 
between the last such offer made in reliance on this section 
(Sec. 230.147A) and the filing of the registration statement with the 
Commission.

[81 FR 83551, Nov. 21, 2016]



Sec. 230.148  [Reserved]



Sec. 230.149  Definition of ``exchanged'' in section 3(a)(9), for
certain transactions.

    The term exchanged in section 3(a)(9) (sec. 202(c), 48 Stat. 906; 15 
U.S.C. 77c(9)) shall be deemed to include the issuance of a security in 
consideration of the surrender, by the existing security holders of the 
issuer, of outstanding securities of the issuer, notwithstanding the 
fact that the surrender of the outstanding securities may be required by 
the terms of the plans of exchange to be accompanied by such payment in 
cash by the security holder as may be necessary to effect an equitable 
adjustment, in respect of dividends or interest paid or payable on the 
securities involved in the exchange, as between such security holder and 
other security holders of the same class accepting the offer of 
exchange.

[2 FR 1382, July 7, 1937]



Sec. 230.150  Definition of ``commission or other remuneration'' in
section 3(a)(9), for certain transactions.

    The term commission or other remuneration in section 3(a)(9) of the 
Act shall not include payments made by the issuer, directly or 
indirectly, to its security holders in connection with an exchange of 
securities for outstanding securities, when such payments are part of 
the terms of the offer of exchange.

[2 FR 1076, May 26, 1937]

[[Page 630]]



Sec. 230.151  Safe harbor definition of certain ``annuity contracts or
optional annuity contracts'' within the meaning of section 3(a)(8).

    (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 (15 U.S.C. 77c(a)(8)), Provided, That
    (1) The annuity or optional annuity contract is issued by a 
corporation (the insurer) subject to the supervision of the insurance 
commissioner, bank commissioner, or any agency or officer performing 
like functions, of any State or Territory of the United States or the 
District of Columbia;
    (2) The insurer assumes the investment risk under the contract as 
prescribed in paragraph (b) of this section; and
    (3) The contract is not marketed primarily as an investment.
    (b) The insurer shall be deemed to assume the investment risk under 
the contract if:
    (1) The value of the contract does not vary according to the 
investment experience of a separate account;
    (2) The insurer for the life of the contract
    (i) Guarantees the principal amount of purchase payments and 
interest credited thereto, less any deduction (without regard to its 
timing) for sales, administrative or other expenses or charges; and
    (ii) Credits a specified rate of interest (as defined in paragraph 
(c) of this section to net purchase payments and interest credited 
thereto; and
    (3) The insurer guarantees that the rate of any interest to be 
credited in excess of that described in paragraph (b)(2)(ii) of this 
section will not be modifed more frequently than once per year.
    (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 the minimum rate required to be credited by 
the relevant nonforfeiture law in the jurisdiction in which the contract 
is issued. If that jurisdiction does not have any applicable 
nonforfeiture law at the time the contract is issued (or if the minimum 
rate applicable to an existing contract is no longer mandated in that 
jurisdiction), the specified rate under the contract must at least be 
equal to the minimum rate then required for individual annuity contracts 
by the NAIC Standard Nonforfeiture Law.

[51 FR 20262, June 4, 1986]



Sec. 230.152  Definition of ``transactions by an issuer not involving 
any public offering'' in section 4(2), for certain transactions.

    The phrase transactions by an issuer not involving any public 
offering in section 4(a)(2) (48 Stat. 77, sec. 203(a), 48 Stat. 906; 15 
U.S.C. 77d) shall be deemed to apply to transactions not involving any 
public offering at the time of said transactions although subsequently 
thereto the issuer decides to make a public offering and/or files a 
registration statement.

[2 FR 1076, May 26, 1937, as amended at 30 FR 2022, Feb. 13, 1965; 78 FR 
44770, July 24, 2013]

    Cross Reference: For regulations relating to registration statement, 
see Secs. 230.400-230.494.



Sec. 230.152a  Offer or sale of certain fractional interests.

    Any offer or sale of a security, evidenced by a scrip certificate, 
order form or similar document which represents a fractional interest in 
a share of stock or similar security shall be deemed a transaction by a 
person other than an issuer, underwriter or dealer, within the meaning 
of section 4(1) of the act, if the fractional interest (a) resulted from 
a stock dividend, stock split, reverse stock split, conversion, merger 
or similar transaction, and (b) is offered or sold pursuant to 
arrangements for the purchase and sale of fractional interests among the 
person entitled to such fractional interests for the purpose of 
combining such interests into whole shares, and for the sale of such 
number of whole shares as may be necessary to compensate security 
holders for any remaining fractional interests not so combined, 
notwithstanding that the issuer or an affiliate of the issuer may act on 
behalf of or as agent for the security holders in effecting such 
transactions.

(Sec. 4, 48 Stat. 77; 15 U.S.C. 77d)

[30 FR 2657, Mar. 2, 1965]

[[Page 631]]



Sec. 230.153  Definition of ``preceded by a prospectus'' as used in
section 5(b)(2) of the Act, in relation to certain transactions.

    (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 dealer to deliver a prospectus to a broker or 
dealer as a result of a transaction effected between such parties on or 
through a national securities exchange or facility thereof, trading 
facility of a national securities association, or an alternative trading 
system, shall mean the satisfaction of the conditions in paragraph (b) 
of this section.
    (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:
    (1) Securities of the same class as the securities that are the 
subject of the transaction are trading on that national securities 
exchange or facility thereof, trading facility of a national securities 
association, or alternative trading system;
    (2) The registration statement relating to the offering is effective 
and is not the subject of any pending proceeding or examination under 
section 8(d) or 8(e) of the Act;
    (3) Neither the issuer, nor any underwriter or participating dealer 
is the subject of a pending proceeding under section 8A of the Act in 
connection with the offering; and
    (4) The issuer has filed or will file with the Commission a 
prospectus that satisfies the requirements of section 10(a) of the Act.
    (c) Definitions. (1) The term national securities exchange, as used 
in this section, shall mean a securities exchange registered as a 
national securities exchange under section 6 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f).
    (2) The term trading facility, as used in this section, shall mean a 
trading facility sponsored and governed by the rules of a registered 
securities association or a national securities exchange.
    (3) The term alternative trading system, as used in this section, 
shall mean an alternative trading system as defined in Rule 300(a) of 
Regulation ATS under the Securities Exchange Act of 1934 
(Sec. 242.300(a) of this chapter) registered with the Commission 
pursuant to Rule 301 of Regulation ATS under the Securities Exchange Act 
of 1934 (Sec. 242.301(a) of this chapter).

[70 FR 44804, Aug. 3, 2005]

    Cross References: For the rules and regulations under the Securities 
Exchange Act of 1934, see part 240 of this chapter. For general 
requirements as to prospectuses, see Secs. 230.400-230.434a.



Sec. 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.

    The term preceded by a prospectus, as used in section 5(b)(2) of the 
Act with respect to any requirement for the delivery of a prospectus to 
security holders of a corporation or other person, in connection with 
transactions of the character specified in paragraph (a) of 
Sec. 230.145, shall mean the delivery of a prospectus:
    (a) Prior to the vote of security holders on such transactions; or,
    (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 corporation or other person, entitled to vote on or 
consent to the proposed transaction, at their address of record on the 
transfer records of the corporation or other person.

[37 FR 23636, Nov. 7, 1972]



Sec. 230.153b  Definition of ``preceded by a prospectus'', as used in
section 5(b)(2), in connection with certain transactions in standardized
options.

    The term preceded by a prospectus, as used in section 5(b)(2) of the 
Act with respect to any requirement for the delivery of a prospectus 
relating to standardized options registered on Form S-20, shall mean the 
delivery, prior to any transactions, of copies of such prospectus to 
each options market upon which the options are traded, for the purpose 
of redelivery to options customers upon their request, Provided That:
    (a) Such options market shall thereto have requested of the issuer, 
from time

[[Page 632]]

to time, such number of copies of such prospectus as may have appeared 
reasonably necessary to comply with the requests of options customers, 
and shall have delivered promptly from its supply on hand a copy to any 
options customer making a request thereof; and
    (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 market for the purpose stated above.

(15 U.S.C. 77a et seq.)

[47 FR 41955, Sept. 23, 1982]



Sec. 230.154  Delivery of prospectuses to investors at the same address.

    (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 (15 U.S.C. 77e(b) and 77b(a)(10)) or 
Sec. 240.15c2-8(b) of this chapter, you will be considered to have 
delivered a prospectus to investors who share an address if:
    (1) You deliver a prospectus to the shared address;
    (2) You address the prospectus to the investors as a group (for 
example, ``ABC Fund [or Corporation] Shareholders,'' ``Jane Doe and 
Household,'' ``The Smith Family'') or to each of the investors 
individually (for example, ``John Doe and Richard Jones''); and
    (3) The investors consent in writing to delivery of one prospectus.
    (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 met:
    (1) The investor has the same last name as the other investors, or 
you reasonably believe that the investors are members of the same 
family;
    (2) You have sent the investor a notice at least 60 days before you 
begin to rely on this section concerning delivery of prospectuses to 
that investor. The notice must be a separate written statement and:
    (i) State that only one prospectus will be delivered to the shared 
address unless you receive contrary instructions;
    (ii) Include a toll-free telephone number or be accompanied by a 
reply form that is pre-addressed with postage provided, that the 
investor can use to notify you that he or she wishes to receive a 
separate prospectus;
    (iii) State the duration of the consent;
    (iv) Explain how an investor can revoke consent;
    (v) State that you will begin sending individual copies to an 
investor within 30 days after you receive revocation of the investor's 
consent; and
    (vi) Contain the following prominent statement, or similar clear and 
understandable statement, in bold-face type: ``Important Notice 
Regarding Delivery of Shareholder Documents.'' This statement also must 
appear on the envelope in which the notice is delivered. Alternatively, 
if the notice is delivered separately from other communications to 
investors, this statement may appear either on the notice or on the 
envelope in which the notice is delivered;

    Note to paragraph (b)(2): The notice should be written in plain 
English. See Sec. 230.421(d)(2) of this chapter for a discussion of 
plain English principles.

    (3) You have not received the reply form or other notification 
indicating that the investor wishes to continue to receive an individual 
copy of the prospectus, within 60 days after you sent the notice; and
    (4) You deliver the prospectus to a post office box or to a 
residential street address. You can assume a street address is a 
residence unless you have information that indicates it is a business.
    (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)(3) or (b) of this section), you must 
begin sending individual copies to that investor within 30 days after 
you receive the revocation. If the individual's consent concerns 
delivery of the prospectus of a registered open-end management 
investment company, at least once a year you must explain to investors 
who have consented how they can revoke their consent. The explanation 
must be reasonably designed to reach these investors.

[[Page 633]]

    (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 telephone number, or other similar destination to 
which paper or electronic documents are delivered, unless otherwise 
provided in this section. If you have reason to believe that an address 
is the street address of a multi-unit building, the address must include 
the unit number.

[64 FR 62545, Nov. 16, 1999, as amended at 65 FR 65749, Nov. 2, 2000]



Sec. 230.155  Integration of abandoned offerings.

    Compliance with paragraph (b) or (c) of this section provides a non-
exclusive safe harbor from integration of private and registered 
offerings. Because of the objectives of Rule 155 and the policies 
underlying the Act, Rule 155 is not available to any issuer for any 
transaction or series of transactions that, although in technical 
compliance with the rule, is part of a plan or scheme to evade the 
registration requirements of the Act.
    (a) Definition of terms. For the purposes of this section only, a 
private offering means an unregistered offering of securities that is 
exempt from registration under Section 4(a)(2) or 4(5) of the Act (15 
U.S.C. 77d(2) and 77d(5)) or Rule 506 of Regulation D (Sec. 230.506).
    (b) Abandoned private offering followed by a registered offering. A 
private offering of securities will not be considered part of an 
offering for which the issuer later files a registration statement if:
    (1) No securities were sold in the private offering;
    (2) The issuer and any person(s) acting on its behalf terminate all 
offering activity in the private offering before the issuer files the 
registration statement;
    (3) The Section 10(a) final prospectus and any Section 10 
preliminary prospectus used in the registered offering disclose 
information about the abandoned private offering, including:
    (i) The size and nature of the private offering;
    (ii) The date on which the issuer abandoned the private offering;
    (iii) That any offers to buy or indications of interest given in the 
private offering were rejected or otherwise not accepted; and
    (iv) That the prospectus delivered in the registered offering 
supersedes any offering materials used in the private offering; and
    (4) The issuer does not file the registration statement until at 
least 30 calendar days after termination of all offering activity in the 
private offering, unless the issuer and any person acting on its behalf 
offered securities in the private offering only to persons who were (or 
who the issuer reasonably believes were):
    (i) Accredited investors (as that term is defined in 
Sec. 230.501(a)); or
    (ii) Persons who satisfy the knowledge and experience standard of 
Sec. 230.506(b)(2)(ii).
    (c) Abandoned registered offering followed by a private offering. An 
offering for which the issuer filed a registration statement will not be 
considered part of a later commenced private offering if:
    (1) No securities were sold in the registered offering;
    (2) The issuer withdraws the registration statement under 
Sec. 230.477;
    (3) Neither the issuer nor any person acting on the issuer's behalf 
commences the private offering earlier than 30 calendar days after the 
effective date of withdrawal of the registration statement under 
Sec. 230.477;
    (4) The issuer notifies each offeree in the private offering that:
    (i) The offering is not registered under the Act;
    (ii) The securities will be ``restricted securities'' (as that term 
is defined in Sec. 230.144(a)(3)) and may not be resold unless they are 
registered under the Act or an exemption from registration is available;
    (iii) Purchasers in the private offering do not have the protection 
of Section 11 of the Act (15 U.S.C. 77k); and
    (iv) A registration statement for the abandoned offering was filed 
and withdrawn, specifying the effective date of the withdrawal; and
    (5) Any disclosure document used in the private offering discloses 
any changes in the issuer's business or financial condition that 
occurred after

[[Page 634]]

the issuer filed the registration statement that are material to the 
investment decision in the private offering.

[66 FR 8896, Feb. 5, 2001, as amended at 76 FR 81805, Dec. 29, 2011; 78 
FR 44770, July 24, 2013]



Sec. 230.156  Investment company sales literature.

    (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 of 1934 (15 U.S.C. 78j(b)) and Rule 10b-5 
thereunder (17 CFR part 240), it is unlawful for any person, directly or 
indirectly, by the use of any means or instrumentality of interstate 
commerce or of the mails, to use sales literature which is materially 
misleading in connection with the offer or sale of securities issued by 
an investment company. Under these provisions, sales literature is 
materially misleading if it: (1) Contains an untrue statement of a 
material fact or (2) omits to state a material fact necessary in order 
to make a statement made, in the light of the circumstances of its use, 
not misleading.
    (b) Whether or not a particular description, representation, 
illustration, or other statement involving a material fact is misleading 
depends on evaluation of the context in which it is made. In considering 
whether a particular statement involving a material fact is or might be 
misleading, weight should be given to all pertinent factors, including, 
but not limited to, those listed below.
    (1) A Statement could be misleading because of:
    (i) Other statements being made in connection with the offer of sale 
or sale of the securities in question;
    (ii) The absence of explanations, qualifications, limitations or 
other statements necessary or appropriate to make such statement not 
misleading; or
    (iii) General economic or financial conditions or circumstances.
    (2) Representations about past or future investment performance 
could be misleading because of statements or omissions made involving a 
material fact, including situations where:
    (i) Portrayals of past income, gain, or growth of assets convey an 
impression of the net investment results achieved by an actual or 
hypothetical investment which would not be justified under the 
circumstances, including portrayals that omit explanations, 
qualifications, limitations, or other statements necessary or 
appropriate to make the portrayals not misleading; and
    (ii) Representations, whether express or implied, about future 
investment performance, including:
    (A) Representations, as to security of capital, possible future 
gains or income, or expenses associated with an investment;
    (B) Representations implying that future gain or income may be 
inferred from or predicted based on past investment performance; or
    (C) Portrayals of past performance, made in a manner which would 
imply that gains or income realized in the past would be repeated in the 
future.
    (3) A statement involving a material fact about the characteristics 
or attributes of an investment company could be misleading because of:
    (i) Statements about possible benefits connected with or resulting 
from services to be provided or methods of operation which do not give 
equal prominence to discussion of any risks or limitations associated 
therewith;
    (ii) Exaggerated or unsubstantiated claims about management skill or 
techniques, characteristics of the investment company or an investment 
in securities issued by such company, services, security of investment 
or funds, effects of government supervision, or other attributes; and
    (iii) Unwarranted or incompletely explained comparisons to other 
investment vehicles or to indexes.
    (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 by any person to offer to sell or induce the sale of 
securities of any investment company. Communications between issuers, 
underwriters and dealers are included in this definition of sales 
literature if such communications, or the information contained therein, 
can be reasonably expected to be communicated to prospective investors 
in the offer or sale of securities or are designed to be employed in 
either

[[Page 635]]

written or oral form in the offer or sale of securities.

[44 FR 64072, Nov. 6, 1979, as amended at 68 FR 57777, Oct. 6, 2003]



Sec. 230.157  Small entities under the Securities Act for purposes
of the Regulatory Flexibility Act.

    For purposes of Commission rulemaking in accordance with the 
provisions of Chapter Six of the Administrative Procedure Act (5 U.S.C. 
601 et seq.), and unless otherwise defined for purposes of a particular 
rulemaking proceeding, the term small business or small organization 
shall:
    (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 the last day of its most recent fiscal year were 
$5 million or less and that is engaged or proposing to engage in small 
business financing. An issuer is considered to be engaged or proposing 
to engage in small business financing under this section if it is 
conducting or proposes to conduct an offering of securities which does 
not exceed the dollar limitation prescribed by section 3(b)(1) of the 
Securities Act.
    (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 Sec. 270.0-10 of this chapter.

[47 FR 5221, Feb. 4, 1982, as amended at 51 FR 25362, July 14, 1986; 63 
FR 35514, June 30, 1998; 80 FR 21894, Apr. 20, 2015]



Sec. 230.158  Definitions of certain terms in the last paragraph
of section 11(a).

    (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 sufficient for the purposes of such 
paragraph if:
    (1) There is included the information required for statements of 
income contained either:
    (i) In Item 8 of Form 10-K (Sec. 239.310 of this chapter), part I, 
Item 1 of Form 10-Q (Sec. 240.308a of this chapter), or Rule 14a-3(b) 
(Sec. 240.14a-3(b) of this chapter) under the Securities Exchange Act of 
1934;
    (ii) In Item 17 of Form 20-F (Sec. 249.220f of this chapter), if 
appropriate; or
    (iii) In Form 40-F (Sec. 249.240f of this chapter); and
    (2) The information specified in the last paragraph of section 11(a) 
is contained in one report or any combination of reports either:
    (i) On Form 10-K, Form 10-Q, Form 8-K (Sec. 249.308 of this 
chapter), or in the annual report to security holders pursuant to Rule 
14a-3 under the Securities Exchange Act of 1934 (Sec. 240.14a-3 of this 
chapter); or
    (ii) On Form 20-F, Form 40-F or Form 6-K (Sec. 249.306 of this 
chapter).

A subsidiary issuing debt securities guaranteed by its parent will be 
deemed to have met the requirements of this paragraph if the parent's 
income statements satisfy the criteria of this paragraph and information 
respecting the subsidiary is included to the same extent as was 
presented in the registration statement. An ``earning statement'' not 
meeting the requirements of this paragraph may otherwise be sufficient 
for purposes of the last paragraph of section 11(a).
    (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 generally available to its security 
holders'' if the registrant:
    (1) Is required to file reports pursuant to section 13 or 15(d) of 
the Securities Exchange Act of 1934 and
    (2) Has filed its report or reports on Form 10-K and Form 10-KSB, 
Form 10-Q and Form 10-QSB, Form 8-K, Form 20-F, Form 40-F, or Form 6-K, 
or has supplied to the Commission copies of the annual report sent to 
security holders pursuant to Rule 14a-3(c), (Sec. 240.14a-3(c) of this 
chapter) containing such information.

A registrant may use other methods to make an earning statement 
``generally available to its security holders'' for purposes of the last 
paragraph of section 11(a).
    (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 to occur of:
    (1) The effective date of the registration statement;

[[Page 636]]

    (2) The effective date of the last post-effective amendment to the 
registration statement next preceding a particular sale of the issuer's 
registered securities to the public filed for the purposes of:
    (i) Including any prospectus required by section 10(a)(3) of the 
Act; or
    (ii) Reflecting in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement;
    (3) The date of filing of the last report of the issuer incorporated 
by reference into the prospectus that is part of the registration 
statement or the date that a form of prospectus filed pursuant to Rule 
424(b) or Rule 497(b), (c), (d), or (e) (Sec. 230.424(b) or 
Sec. 230.497(b), (c), (d), or (e)) is deemed part of and included in the 
registration statement, and relied upon in either case in lieu of filing 
a post-effective amendment for purposes of paragraphs (c)(2)(i) and (ii) 
of this section next preceding a particular sale of the issuer's 
registered securities to the public; or
    (4) As to the issuer and any underwriter at that time only, the most 
recent effective date of the registration statement for purposes of 
liability under section 11 of the Act of the issuer and any such 
underwriter only at the time of or next preceding a particular sale of 
the issuer's registered securities to the public determined pursuant to 
Rule 430B (Sec. 230.430B).
    (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 be filed as exhibit 99 to the next periodic 
report required by section 13 or 15(d) of the Exchange Act covering the 
period in which the earnings statement was released.

[48 FR 44770, Sept. 30, 1983, as amended at 56 FR 30054, July 1, 1991; 
58 FR 14669, Mar. 18, 1993; 70 FR 44804, Aug. 3, 2005; 73 FR 967, Jan. 
4, 2008]



Sec. 230.159  Information available to purchaser at time of contract
of sale.

    (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 prospectus or oral statement included an untrue 
statement of a material fact or omitted to state a material fact 
necessary in order to make the statements, in the light of the 
circumstances under which they were made, not misleading at the time of 
sale (including, without limitation, a contract of sale), any 
information conveyed to the purchaser only after such time of sale 
(including such contract of sale) will not be taken into account.
    (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 determining whether a statement includes or 
represents any untrue statement of a material fact or any omission to 
state a material fact necessary in order to make the statements made, in 
light of the circumstances under which they were made, not misleading at 
the time of sale (including, without limitation, a contract of sale), 
any information conveyed to the purchaser only after such time of sale 
(including such contract of sale) will not be taken into account.
    (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 sale), means knowing at the time of such sale 
(including such contract of sale).

[70 FR 44804, Aug. 3, 2005]



Sec. 230.159A  Certain definitions for purposes of section 12(a)(2)
of the Act.

    (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 the issuer, regardless of the underwriting 
method used to sell the issuer's securities, seller shall include the 
issuer of the securities sold to a person as part of the initial 
distribution of such securities, and the issuer shall be considered to 
offer or sell the securities to such person, if the securities are 
offered or sold to such person by means of any of the following 
communications:
    (1) Any preliminary prospectus or prospectus of the issuer relating 
to the

[[Page 637]]

offering required to be filed pursuant to Rule 424 (Sec. 230.424) or 
Rule 497 (Sec. 230.497);
    (2) Any free writing prospectus as defined in Rule 405 
(Sec. 230.405) relating to the offering prepared by or on behalf of the 
issuer or used or referred to by the issuer and, in the case of an 
issuer that is an open-end management company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), any summary 
prospectus relating to the offering provided pursuant to Rule 498 
(Sec. 230.498);
    (3) The portion of any other free writing prospectus (or, in the 
case of an issuer that is an investment company registered under the 
Investment Company Act of 1940 or a business development company as 
defined in section 2(a)(48) of the Investment Company Act of 1940 (15 
U.S.C. 80a-2(a)(48)), any advertisement pursuant to Rule 482 
(Sec. 230.482)) relating to the offering containing material information 
about the issuer or its securities provided by or on behalf of the 
issuer; and
    (4) Any other communication that is an offer in the offering made by 
the issuer to such person.

    Notes to paragraph (a) of Rule 159A: 1. For purposes of paragraph 
(a) of this section, information is provided or a communication is made 
by or on behalf of an issuer if an issuer or an agent or representative 
of the issuer authorizes or approves the information or communication 
before its provision or use. An offering participant other than the 
issuer shall not be an agent or representative of the issuer solely by 
virtue of its acting as an offering participant.
    2. Paragraph (a) of this section shall not affect in any respect the 
determination of whether any person other than an issuer is a ``seller'' 
for purposes of section 12(a)(2) of the Act.

    (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 than the issuer shall not be considered to 
offer or sell securities that are the subject of a registration 
statement by means of a free writing prospectus as to a purchaser unless 
one or more of the following circumstances shall exist:
    (i) The offering participant used or referred to the free writing 
prospectus in offering or selling the securities to the purchaser;
    (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 other offering participants and such free 
writing prospectus was used or referred to in offering or selling 
securities to the purchaser by one or more of such other offering 
participants; or
    (iii) The offering participant was required to file the free writing 
prospectus pursuant to the conditions to use in Rule 433 (Sec. 230.433).
    (2) For purposes of section 12(a)(2) of the Act only, a person will 
not be considered to offer or sell securities by means of a free writing 
prospectus solely because another person has used or referred to the 
free writing prospectus or filed the free writing prospectus with the 
Commission pursuant to Rule 433.

[70 FR 44805, Aug. 3, 2005, as amended at 74 FR 4584, Jan. 26, 2009]



Sec. 230.160  Registered investment company exemption from
Section 101(c)(1) of the Electronic Signatures in Global and 
National Commerce Act.

    A prospectus for an investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) that is sent or 
given for the sole purpose of permitting a communication not to be 
deemed a prospectus under section 2(a)(10)(a) of the Act (15 U.S.C. 
77b(a)(10)(a)) shall be exempt from the requirements of section 
101(c)(1) of the Electronic Signatures in Global and National Commerce 
Act.

[65 FR 47284, Aug. 2, 2000]



Sec. 230.161  Amendments to rules and regulations governing exemptions.

    The rules and regulations governing the exemption of securities 
under section 3(b) of the Act, as in effect at the time the securities 
are first bona fide offered to the public in conformity therewith, shall 
continue to govern the exemption of such securities notwithstanding the 
subsequent amendment of such rules and regulations. This section shall 
not apply, however, to any new offering of such securities by an

[[Page 638]]

issuer or underwriter after the effective date of any such amendment, 
nor shall it apply to any offering after January 1, 1959, of securities 
by an issuer or underwriter pursuant to Regulation D or pursuant to 
Regulation A as in effect at any time prior to July 23, 1956.

[23 FR 4454, June 20, 1958]



Sec. 230.162  Submission of tenders in registered exchange offers.

    (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 statement is effective as to the security offered, so long 
as no securities are purchased until the registration statement is 
effective and the tender offer has expired in accordance with the tender 
offer rules, and either:
    (1) The exchange offer is subject to Sec. 240.13e-4 or 
Secs. 240.14d-1 through 14d-11 of this chapter; or
    (2) The offeror provides withdrawal rights to the same extent as 
would be required if the exchange offer were subject to the requirements 
of Sec. 240.13e-4 or Secs. 240.14d-1 through 14d-11 of this chapter; and 
if a material change occurs in the information published, sent or given 
to security holders, the offeror complies with the provisions of 
Sec. 240.13e-4(e)(3) or Sec. 240.14d-4(b) and (d) of this chapter in 
disseminating information about the material change to security holders, 
and including the minimum periods during which the offer must remain 
open (with withdrawal rights) after notice of the change is provided to 
security holders.
    (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)) need not be delivered to security holders in 
an exchange offer that commences before the effectiveness of a 
registration statement in accordance with the provisions of 
Sec. 230.162(a) of this section, so long as a preliminary prospectus, 
prospectus supplements and revised prospectuses are delivered to 
security holders in accordance with Sec. 240.13e-4(e)(2) or 
Sec. 240.14d-4(b) of this chapter. This applies not only to exchange 
offers subject to those provisions, but also to exchange offers not 
subject to those provisions that meet the conditions in 
Sec. 230.162(a)(2) of this section.

    Instruction to Sec. 230.162 of this section: Notwithstanding the 
provisions of Sec. 230.162 of this section above, for going-private 
transactions (as defined by Sec. 240.13e-3) and roll-up transactions (as 
described by Item 901 of Regulation S-K (Sec. 229.901 of this chapter)), 
a registration statement registering the securities to be offered must 
have become effective and only a prospectus that meets the requirements 
of Section 10(a) of the Securities Act may be delivered to security 
holders on the date of commencement.

[73 FR 60087, Oct. 9, 2008]



Sec. 230.163  Exemption from section 5(c) of the Act for certain
communications by or on behalf of well-known seasoned issuers.

    Preliminary Note to Sec. 230.163. Attempted compliance with this 
section does not act as an exclusive election and the issuer also may 
claim the availability of any other applicable exemption or exclusion. 
Reliance on this section does not affect the availability of any other 
exemption or exclusion from the requirements of section 5 of the Act.

    (a) In an offering by or on behalf of a well-known seasoned issuer, 
as defined in Rule 405 (Sec. 230.405), that will be or is at the time 
intended to be registered under the Act, an offer by or on behalf of 
such issuer is exempt from the prohibitions in section 5(c) of the Act 
on offers to sell, offers for sale, or offers to buy its securities 
before a registration statement has been filed, provided that:
    (1) Any written communication that is an offer made in reliance on 
this exemption will be a free writing prospectus as defined in Rule 405 
and a prospectus under section 2(a)(10) of the Act relating to a public 
offering of securities to be covered by the registration statement to be 
filed; and
    (2) The exemption from section 5(c) of the Act provided in this 
section for such written communication that is an offer shall be 
conditioned on satisfying the conditions in paragraph (b) of this 
section.
    (b) Conditions--(1) Legend. (i) Every written communication that is 
an offer made in reliance on this exemption shall contain substantially 
the following legend:

    The issuer may file a registration statement (including a 
prospectus) with the SEC

[[Page 639]]

for the offering to which this communication relates. Before you invest, 
you should read the prospectus in that registration statement and other 
documents the issuer has filed with the SEC for more complete 
information about the issuer and this offering. You may get these 
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. 
Alternatively, the company will arrange to send you the prospectus after 
filing if you request it by calling toll-free 1-8[xx-xxx-xxxx].

    (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 the issuer's Web site, and provide the Internet 
address and the particular location of the documents on the Web site.
    (iii) An immaterial or unintentional failure to include the 
specified legend in a free writing prospectus required by this section 
will not result in a violation of section 5(c) of the Act or the loss of 
the ability to rely on this section so long as:
    (A) A good faith and reasonable effort was made to comply with the 
specified legend condition;
    (B) The free writing prospectus is amended to include the specified 
legend as soon as practicable after discovery of the omitted or 
incorrect legend; and
    (C) If the free writing prospectus has been transmitted without the 
specified legend, the free writing prospectus is retransmitted with the 
legend by substantially the same means as, and directed to substantially 
the same prospective purchasers to whom, the free writing prospectus was 
originally transmitted.
    (2) Filing condition. (i) Subject to paragraph (b)(2)(ii) of this 
section, every written communication that is an offer made in reliance 
on this exemption shall be filed by the issuer with the Commission 
promptly upon the filing of the registration statement, if one is filed, 
or an amendment, if one is filed, covering the securities that have been 
offered in reliance on this exemption.
    (ii) The condition that an issuer shall file a free writing 
prospectus with the Commission under this section shall not apply in 
respect of any communication that has previously been filed with, or 
furnished to, the Commission or that the issuer would not be required to 
file with the Commission pursuant to the conditions of Rule 433 
(Sec. 230.433) if the communication was a free writing prospectus used 
after the filing of the registration statement. The condition that the 
issuer shall file a free writing prospectus with the Commission under 
this section shall be satisfied if the issuer satisfies the filing 
conditions (other than timing of filing which is provided in this 
section) that would apply under Rule 433 if the communication was a free 
writing prospectus used after the filing of the registration statement.
    (iii) An immaterial or unintentional failure to file or delay in 
filing a free writing prospectus to the extent provided in this section 
will not result in a violation of section 5(c) of the Act or the loss of 
the ability to rely on this section so long as:
    (A) A good faith and reasonable effort was made to comply with the 
filing condition; and
    (B) The free writing prospectus is filed as soon as practicable 
after discovery of the failure to file.
    (3) Ineligible offerings. The exemption in paragraph (a) of this 
section shall not be available to:
    (i) Communications relating to business combination transactions 
that are subject to Rule 165 (Sec. 230.165) or Rule 166 (Sec. 230.166);
    (ii) Communications by an issuer that is an investment company 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
seq.); or
    (iii) Communications by an issuer that is a business development 
company as defined in section 2(a)(48) of the Investment Company Act of 
1940 (15 U.S.C. 80a-2(a)(48)).
    (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 offering participant who is an underwriter or 
dealer, authorizes or approves the communication before it is made.
    (d) For purposes of this section, a communication for which 
disclosure would be required under section 17(b) of the Act as a result 
of consideration

[[Page 640]]

given or to be given, directly or indirectly, by or on behalf of an 
issuer is deemed to be an offer by the issuer and, if a written 
communication, is deemed to be a free writing prospectus of the issuer.
    (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 registered under the Securities Act for purposes of 
Rule 100(b)(2)(iv) of Regulation FD under the Securities Exchange Act of 
1934 (Sec. 243.100(b)(2)(iv) of this chapter).

[70 FR 44805, Aug. 3, 2005]



Sec. 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.

    Preliminary Note to Sec. 230.163A. Attempted compliance with this 
section does not act as an exclusive election and the issuer also may 
claim the availability of any other applicable exemption or exclusion. 
Reliance on this section does not affect the availability of any other 
exemption or exclusion from the requirements of section 5 of the Act.

    (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 more than 30 days before the date of the filing of 
the registration statement that does not reference a securities offering 
that is or will be the subject of a registration statement shall not 
constitute an offer to sell, offer for sale, or offer to buy the 
securities being offered under the registration statement for purposes 
of section 5(c) of the Act, provided that the issuer takes reasonable 
steps within its control to prevent further distribution or publication 
of such communication during the 30 days immediately preceding the date 
of filing the registration statement.
    (b) The exemption in paragraph (a) of this section shall not be 
available with respect to the following communications:
    (1) Communications relating to business combination transactions 
that are subject to Rule 165 (Sec. 230.165) or Rule 166 (Sec. 230.166);
    (2) Communications made in connection with offerings registered on 
Form S-8 (Sec. 239.16b of this chapter), other than by well-known 
seasoned issuers;
    (3) Communications in offerings of securities of an issuer that is, 
or during the past three years was (or any of whose predecessors during 
the last three years was):
    (i) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (ii) A shell company, other than a business combination related 
shell company, each as defined in Rule 405 (Sec. 230.405); or
    (iii) An issuer for an offering of penny stock as defined in Rule 
3a51-1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter); or
    (4) Communications made by an issuer that is:
    (i) An investment company registered under the Investment Company 
Act of 1940 (15 U.S.C. 80a-1 et seq.); or
    (ii) A business development company as defined in section 2(a)(48) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)).
    (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 offering participant who is an underwriter or 
dealer, authorizes or approves the communication before it is made.
    (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 registered under the Securities Act for purposes of 
Rule 100(b)(2)(iv) of Regulation FD under the Securities Exchange Act of 
1934 (Sec. 243.100(b)(2)(iv) of this chapter).

[70 FR 44806, Aug. 3, 2005]



Sec. 230.164  Post-filing free writing prospectuses in connection with
certain registered offerings.

    Preliminary Notes to Sec. 230.164. 1. This section is not available 
for any communication that, although in technical compliance with this 
section, is part of a plan or scheme to evade the requirements of 
section 5 of the Act.
    2. Attempted compliance with this section does not act as an 
exclusive election and the person relying on this section also may

[[Page 641]]

claim the availability of any other applicable exemption or exclusion. 
Reliance on this section does not affect the availability of any other 
exemption or exclusion from the requirements of section 5 of the Act.

    (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 (Sec. 230.405), of the issuer or any other offering 
participant, including any underwriter or dealer, after the filing of 
the registration statement will be a section 10(b) prospectus for 
purposes of section 5(b)(1) of the Act provided that the conditions set 
forth in Rule 433 (Sec. 230.433) are satisfied.
    (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 433 will not result in a violation of 
section 5(b)(1) of the Act or the loss of the ability to rely on this 
section so long as:
    (1) A good faith and reasonable effort was made to comply with the 
filing condition; and
    (2) The free writing prospectus is filed as soon as practicable 
after discovery of the failure to file.
    (c) An immaterial or unintentional failure to include the specified 
legend in a free writing prospectus as necessary to satisfy the legend 
condition contained in Rule 433 will not result in a violation of 
section 5(b)(1) of the Act or the loss of the ability to rely on this 
section so long as:
    (1) A good faith and reasonable effort was made to comply with the 
legend condition;
    (2) The free writing prospectus is amended to include the specified 
legend as soon as practicable after discovery of the omitted or 
incorrect legend; and
    (3) If the free writing prospectus has been transmitted without the 
specified legend, the free writing prospectus must be retransmitted with 
the legend by substantially the same means as, and directed to 
substantially the same prospective purchasers to whom, the free writing 
prospectus was originally transmitted.
    (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 condition contained in Rule 433 will not 
result in a violation of section 5(b)(1) of the Act or the loss of the 
ability to rely on this section so long as a good faith and reasonable 
effort was made to comply with the record retention condition. Nothing 
in this paragraph will affect, however, any other record retention 
provisions applicable to the issuer or any offering participant.
    (e) Ineligible issuers. (1) This section and Rule 433 are available 
only if at the eligibility determination date for the offering in 
question, determined pursuant to paragraph (h) of this section, the 
issuer is not an ineligible issuer as defined in Rule 405 (or in the 
case of any offering participant, other than the issuer, the participant 
has a reasonable belief that the issuer is not an ineligible issuer);
    (2) Notwithstanding paragraph (e)(1) of this section, this section 
and Rule 433 are available to an ineligible issuer with respect to a 
free writing prospectus that contains only descriptions of the terms of 
the securities in the offering or the offering (or in the case of an 
offering of asset-backed securities, contains only information specified 
in paragraphs (a)(1), (2), (3), (4), (6), (7), and (8) of the definition 
of ABS informational and computational materials in Item 1101 of 
Regulation AB (Sec. 229.1101 of this chapter), unless the issuer is or 
during the last three years the issuer or any of its predecessors was:
    (i) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (ii) A shell company, other than a business combination related 
shell company, as defined in Rule 405; or
    (iii) An issuer for an offering of penny stock as defined in Rule 
3a51-1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter).
    (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 U.S.C. 80a-1 et seq.) or a business development 
company as defined in section 2(a)(48) of the Investment Company Act of 
1940 (15 U.S.C. 80a-2(a)(48)).
    (g) Excluded offerings. This section and Rule 433 are not available 
if the

[[Page 642]]

issuer is registering a business combination transaction as defined in 
Rule 165(f)(1) (Sec. 230.165(f)(1)) or the issuer, other than a well-
known seasoned issuer, is registering an offering on Form S-8 
(Sec. 239.16b of this chapter).
    (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:
    (1) Except as provided in paragraph (h)(2) of this section, the time 
of filing of the registration statement covering the offering; or
    (2) If the offering is being registered pursuant to Rule 415 
(Sec. 230.415), the earliest time after the filing of the registration 
statement covering the offering at which the issuer, or in the case of 
an underwritten offering the issuer or another offering participant, 
makes a bona fide offer, including without limitation through the use of 
a free writing prospectus, in the offering.

[70 FR 44806, Aug. 3, 2005]



Sec. 230.165  Offers made in connection with a business combination
transaction.

    Preliminary Note: This section is available only to communications 
relating to business combinations. The exemption does not apply to 
communications that may be in technical compliance with this section, 
but have the primary purpose or effect of conditioning the market for 
another transaction, such as a capital-raising or resale transaction.

    (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 combination transaction to be registered 
under the Act may make an offer to sell or solicit an offer to buy those 
securities from and including the first public announcement until the 
filing of a registration statement related to the transaction, so long 
as any written communication (other than non-public communications among 
participants) made in connection with or relating to the transaction 
(i.e., prospectus) is filed in accordance with Sec. 230.425 and the 
conditions in paragraph (c) of this section are satisfied.
    (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 than non-public communications among 
participants) made in connection with or relating to a business 
combination transaction (i.e., prospectus) after the filing of a 
registration statement related to the transaction need not satisfy the 
requirements of section 10 (15 U.S.C. 77j) of the Act, so long as the 
prospectus is filed in accordance with Sec. 230.424 or Sec. 230.425 and 
the conditions in paragraph (c) of this section are satisfied.
    (c) Conditions. To rely on paragraphs (a) and (b) of this section:
    (1) Each prospectus must contain a prominent legend that urges 
investors to read the relevant documents filed or to be filed with the 
Commission because they contain important information. The legend also 
must explain to investors that they can get the documents for free at 
the Commission's web site and describe which documents are available 
free from the offeror; and
    (2) In an exchange offer, the offer must be made in accordance with 
the applicable tender offer rules (Secs. 240.14d-1 through 240.14e-8 of 
this chapter); and, in a transaction involving the vote of security 
holders, the offer must be made in accordance with the applicable proxy 
or information statement rules (Secs. 240.14a-1 through 240.14a-101 and 
Secs. 240.14c-1 through 240.14c-101 of this chapter).
    (d) Applicability. This section is applicable not only to the 
offeror of securities in a business combination transaction, but also to 
any other participant that may need to rely on and complies with this 
section in communicating about the transaction.
    (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 in a violation of section 5(b)(1) or (c) 
of the Act (15 U.S.C. 77e(b)(1) and (c)), so long as:
    (1) A good faith and reasonable effort was made to comply with the 
filing requirement; and
    (2) The prospectus is filed as soon as practicable after discovery 
of the failure to file.
    (f) Definitions. (1) A business combination transaction means any 
transaction

[[Page 643]]

specified in Sec. 230.145(a) or exchange offer;
    (2) A participant is any person or entity that is a party to the 
business combination transaction and any persons authorized to act on 
their behalf; and
    (3) Public announcement is any oral or written communication by a 
participant that is reasonably designed to, or has the effect of, 
informing the public or security holders in general about the business 
combination transaction.

[64 FR 61450, Nov. 10, 1999]



Sec. 230.166  Exemption from section 5(c) for certain communications
in connection with business combination transactions.

    Preliminary Note: This section is available only to communications 
relating to business combinations. The exemption does not apply to 
communications that may be in technical compliance with this section, 
but have the primary purpose or effect of conditioning the market for 
another transaction, such as a capital-raising or resale transaction.

    (a) Communications. In a registered offering involving a business 
combination transaction, any communication made in connection with or 
relating to the transaction before the first public announcement of the 
offering will not constitute an offer to sell or a solicitation of an 
offer to buy the securities offered for purposes of section 5(c) of the 
Act (15 U.S.C. 77e(c)), so long as the participants take all reasonable 
steps within their control to prevent further distribution or 
publication of the communication until either the first public 
announcement is made or the registration statement related to the 
transaction is filed.
    (b) Definitions. The terms business combination transaction, 
participant and public announcement have the same meaning as set forth 
in Sec. 230.165(f).

[64 FR 61450, Nov. 10, 1999]



Sec. 230.167  Communications in connection with certain registered
offerings of asset-backed securities.

    Preliminary Note: This section is available only to communications 
in connection with certain offerings of asset-backed securities. The 
exemption does not apply to communications that may be in technical 
compliance with this section, but have the primary purpose or effect of 
conditioning the market for another transaction or are part of a plan or 
scheme to evade the requirements of section 5 of the Act (15 U.S.C. 
77e).

    (a) In an offering of asset-backed securities registered on Form SF-
3 (Sec. 239.45 of this chapter), ABS informational and computational 
material regarding such securities used after the effective date of the 
registration statement and before the sending or giving to investors of 
a final prospectus that meets the requirements of section 10(a) of the 
Act (15 U.S.C. 77j(a)) regarding such offering is exempt from section 
5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), if the conditions in paragraph 
(b) of this section are met.
    (b) Conditions. To rely on paragraph (a) of this section:
    (1) The communications shall be filed to the extent required 
pursuant to Sec. 230.426.
    (2) Every communication used pursuant to this section shall include 
prominently on the cover page or otherwise at the beginning of such 
communication:
    (i) The issuing entity's name and the depositor's name, if 
applicable;
    (ii) The Commission file number for the related registration 
statement;
    (iii) A statement that such communication is ABS informational and 
computational material used in reliance on Securities Act Rule 167 
(Sec. 230.167); and
    (iv) A legend that urges investors to read the relevant documents 
filed or to be filed with the Commission because they contain important 
information. The legend also shall explain to investors that they can 
get the documents for free at the Commission's Web site and describe 
which documents are available free from the issuer or an underwriter.
    (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 with this section in communicating about the 
transaction. A participant for purposes of this section is any person or 
entity that is a party to the asset-backed securities transaction and 
any persons authorized to act on their behalf.

[[Page 644]]

    (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 has complied with the procedures to rely on the 
exemption.
    (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) of the Act (15 U.S.C. 77e(b)(1)), so long 
as:
    (1) A good faith and reasonable effort was made to comply with the 
filing requirement; and
    (2) The prospectus is filed as soon as practicable after discovery 
of the failure to file.
    (f) Terms used in this section have the same meaning as in Item 1101 
of Regulation AB (Sec. 229.1101 of this chapter).

[70 FR 1615, Jan. 7, 2005, as amended at 79 FR 57328, Sept. 24, 2014]



Sec. 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.

    Preliminary notes to Sec. 230.168. 1. This section is not available 
for any communication that, although in technical compliance with this 
section, is part of a plan or scheme to evade the requirements of 
section 5 of the Act.
    2. This section provides a non-exclusive safe harbor for factual 
business information and forward-looking information released or 
disseminated as provided in this section. Attempted compliance with this 
section does not act as an exclusive election and the issuer also may 
claim the availability of any other applicable exemption or exclusion. 
Reliance on this section does not affect the availability of any other 
exemption or exclusion from the definition of prospectus in section 
2(a)(10) or the requirements of section 5 of the Act.
    3. The availability of this section for a release or dissemination 
of a communication that contains or incorporates factual business 
information or forward-looking information will not be affected by 
another release or dissemination of a communication that contains all or 
a portion of the same factual business information or forward-looking 
information that does not satisfy the conditions of this section.

    (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-backed issuer, the other persons specified in 
paragraph (a)(3) of this section) of communications containing factual 
business information or forward-looking information shall be deemed not 
to constitute an offer to sell or offer for sale of a security which is 
the subject of an offering pursuant to a registration statement that the 
issuer proposes to file, or has filed, or that is effective, if the 
conditions of this section are satisfied by any of the following:
    (1) An issuer that is required to file reports pursuant to section 
13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78m or 78o(d));
    (2) A foreign private issuer that:
    (i) Meets all of the registrant requirements of Form F-3 
(Sec. 239.33 of this chapter) other than the reporting history 
provisions of General Instructions I.A.1. and I.A.2.(a) of Form F-3;
    (ii) Either:
    (A) Satisfies the public float threshold in General Instruction 
I.B.1. of Form F-3; or
    (B) Is issuing non-convertible securities, other than common equity, 
and meets the provisions of General Instruction I.B.2. of Form F-3 
(referenced in 17 CFR 239.33 of this chapter); and
    (iii) Either:
    (A) Has its equity securities trading on a designated offshore 
securities market as defined in Rule 902(b) (Sec. 230.902(b)) and has 
had them so traded for at least 12 months; or
    (B) Has a worldwide market value of its outstanding common equity 
held by non-affiliates of $700 million or more; or
    (3) An asset-backed issuer or a depositor, sponsor, or servicer (as 
such terms are defined in Item 1101 of Regulation AB (Sec. 229.1101 of 
this chapter)) or an affiliated depositor, whether or not such other 
person is the issuer.
    (b) Definitions.
    (1) Factual business information means some or all of the following 
information that is released or disseminated under the conditions in 
paragraph (d) of this section, including, without limitation, such 
factual business information contained in reports or other materials 
filed with, furnished to, or submitted to the Commission pursuant to

[[Page 645]]

the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.):
    (i) Factual information about the issuer, its business or financial 
developments, or other aspects of its business;
    (ii) Advertisements of, or other information about, the issuer's 
products or services; and
    (iii) Dividend notices.
    (2) Forward-looking information means some or all of the following 
information that is released or disseminated under the conditions in 
paragraph (d) of this section, including, without limitation, such 
forward-looking information contained in reports or other materials 
filed with, furnished to, or submitted to the Commission pursuant to the 
Securities Exchange Act of 1934:
    (i) Projections of the issuer's revenues, income (loss), earnings 
(loss) per share, capital expenditures, dividends, capital structure, or 
other financial items;
    (ii) Statements about the issuer management's plans and objectives 
for future operations, including plans or objectives relating to the 
products or services of the issuer;
    (iii) Statements about the issuer's future economic performance, 
including statements of the type contemplated by the management's 
discussion and analysis of financial condition and results of operation 
described in Item 303 of Regulations S-B and S-K (Sec. 228.303 and 
Sec. 229.303 of this chapter) or the operating and financial review and 
prospects described in Item 5 of Form 20-F (Sec. 249.220f of this 
chapter); and
    (iv) Assumptions underlying or relating to any of the information 
described in paragraphs (b)(2)(i), (b)(2)(ii) and (b)(2)(iii) of this 
section.
    (3) For purposes of this section, the release or dissemination of a 
communication is by or on behalf of the issuer if the issuer or an agent 
or representative of the issuer, other than an offering participant who 
is an underwriter or dealer, authorizes or approves such release or 
dissemination before it is made.
    (4) For purposes of this section, in the case of communications of a 
person specified in paragraph (a)(3) of this section other than the 
asset-backed issuer, the release or dissemination of a communication is 
by or on behalf of such other person if such other person or its agent 
or representative, other than an underwriter or dealer, authorizes or 
approves such release or dissemination before it is made.
    (c) Exclusion. A communication containing information about the 
registered offering or released or disseminated as part of the offering 
activities in the registered offering is excluded from the exemption of 
this section.
    (d) Conditions to exemption. The following conditions must be 
satisfied:
    (1) The issuer (or in the case of an asset-backed issuer, the issuer 
and the other persons specified in paragraph (a)(3) of this section, 
taken together) has previously released or disseminated information of 
the type described in this section in the ordinary course of its 
business;
    (2) The timing, manner, and form in which the information is 
released or disseminated is consistent in material respects with similar 
past releases or disseminations; and
    (3) The issuer is not an investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business 
development company as defined in section 2(a)(48) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)).

[70 FR 44807, Aug. 3, 2005, as amended at 76 FR 46617, Aug. 3, 2011]



Sec. 230.169  Exemption from sections 2(a)(10) and 5(c) of the Act
for certain communications of regularly released factual business 
information.

    Preliminary Notes to Sec. 230.169. 1. This section is not available 
for any communication that, although in technical compliance with this 
section, is part of a plan or scheme to evade the requirements of 
section 5 of the Act.
    2. This section provides a non-exclusive safe harbor for factual 
business information released or disseminated as provided in this 
section. Attempted compliance with this section does not act as an 
exclusive election and the issuer also may claim the availability of any 
other applicable exemption or exclusion. Reliance on this section does 
not affect the availability of any other exemption or exclusion from the 
definition of prospectus in section 2(a)(10) or the requirements of 
section 5 of the Act.

[[Page 646]]

    3. The availability of this section for a release or dissemination 
of a communication that contains or incorporates factual business 
information will not be affected by another release or dissemination of 
a communication that contains all or a portion of the same factual 
business information that does not satisfy the conditions of this 
section.

    (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 factual business information shall be deemed 
not to constitute an offer to sell or offer for sale of a security by an 
issuer which is the subject of an offering pursuant to a registration 
statement that the issuer proposes to file, or has filed, or that is 
effective, if the conditions of this section are satisfied.
    (b) Definitions. (1) Factual business information means some or all 
of the following information that is released or disseminated under the 
conditions in paragraph (d) of this section:
    (i) Factual information about the issuer, its business or financial 
developments, or other aspects of its business; and
    (ii) Advertisements of, or other information about, the issuer's 
products or services.
    (2) For purposes of this section, the release or dissemination of a 
communication is by or on behalf of the issuer if the issuer or an agent 
or representative of the issuer, other than an offering participant who 
is an underwriter or dealer, authorizes or approves such release or 
dissemination before it is made.
    (c) Exclusions. A communication containing information about the 
registered offering or released or disseminated as part of the offering 
activities in the registered offering is excluded from the exemption of 
this section.
    (d) Conditions to exemption. The following conditions must be 
satisfied:
    (1) The issuer has previously released or disseminated information 
of the type described in this section in the ordinary course of its 
business;
    (2) The timing, manner, and form in which the information is 
released or disseminated is consistent in material respects with similar 
past releases or disseminations;
    (3) The information is released or disseminated for intended use by 
persons, such as customers and suppliers, other than in their capacities 
as investors or potential investors in the issuer's securities, by the 
issuer's employees or agents who historically have provided such 
information; and
    (4) The issuer is not an investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business 
development company as defined in section 2(a)(48) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)).

[70 FR 44808, Aug. 3, 2005]



Sec. 230.170  Prohibition of use of certain financial statements.

    Financial statements which purport to give effect to the receipt and 
application of any part of the proceeds from the sale of securities for 
cash shall not be used unless such securities are to be offered through 
underwriters and the underwriting arrangements are such that the 
underwriters are or will be committed to take and pay for all of the 
securities, if any are taken, prior to or within a reasonable time after 
the commencement of the public offering, or if the securities are not so 
taken to refund to all subscribers the full amount of all subscription 
payments made for the securities. The caption of any such financial 
statement shall clearly set forth the assumptions upon which such 
statement is based. The caption shall be in type at least as large as 
that used generally in the body of the statement.

[21 FR 7566, Oct. 3, 1956]



Sec. 230.171  Disclosure detrimental to the national defense or 
foreign policy.

    (a) Any requirement to the contrary notwithstanding, no registration 
statement, prospectus, or other document filed with the Commission or 
used in connection with the offering or sale of any securities shall 
contain any document or information which, pursuant to Executive order, 
has been classified by an appropriate department or agency of the United 
States for protection in the interests of national defense or foreign 
policy.
    (b) Where a document or information is omitted pursuant to paragraph 
(a) of this section, there shall be filed, in lieu

[[Page 647]]

of such document or information, a statement from an appropriate 
department or agency of the United States to the effect that such 
document or information has been classified or that the status thereof 
is awaiting determination. Where a document is omitted pursuant to 
paragraph (a) of this section, but information relating to the subject 
matter of such document is nevertheless included in material filed with 
the Commission pursuant to a determination of an appropriate department 
or agency of the United States that disclosure of such information would 
not be contrary to the interests of national defense or foreign policy, 
a statement from such department or agency to that effect shall be 
submitted for the information of the Commission. A registrant may rely 
upon any such statement in filing or omitting any document or 
information to which the statement relates.
    (c) The Commission may protect any information in its possession 
which may require classification in the interests of national defense or 
foreign policy pending determination by an appropriate department or 
agency as to whether such information should be classified.
    (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 agency of the United States prior to filing 
them with the Commission and to obtain and submit to the Commission, at 
the time of filing such documents or information, or in lieu thereof, as 
the case may be, the statements from such department or agency required 
by paragraph (b) of this section. All such statements shall be in 
writing.

[33 FR 7682, May 24, 1968]



Sec. 230.172  Delivery of prospectuses.

    (a) Sending confirmations and notices of allocations. After the 
effective date of a registration statement, the following are exempt 
from the provisions of section 5(b)(1) of the Act if the conditions set 
forth in paragraph (c) of this section are satisfied:
    (1) Written confirmations of sales of securities in an offering 
pursuant to a registration statement that contain information limited to 
that called for in Rule 10b-10 under the Securities Exchange Act of 1934 
(Sec. 240.10b-10 of this chapter) and other information customarily 
included in written confirmations of sales of securities, which may 
include notices provided pursuant to Rule 173 (Sec. 230.173); and
    (2) Notices of allocation of securities sold or to be sold in an 
offering pursuant to the registration statement that may include 
information identifying the securities (including the CUSIP number) and 
otherwise may include only information regarding pricing, allocation and 
settlement, and information incidental thereto.
    (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 precede or accompany the carrying or delivery 
of a security in a registered offering is satisfied if the conditions in 
paragraph (c) of this section are met.
    (c) Conditions. (1) The registration statement relating to the 
offering is effective and is not the subject of any pending proceeding 
or examination under section 8(d) or 8(e) of the Act;
    (2) Neither the issuer, nor an underwriter or participating dealer 
is the subject of a pending proceeding under section 8A of the Act in 
connection with the offering; and
    (3) The issuer has filed with the Commission a prospectus with 
respect to the offering that satisfies the requirements of section 10(a) 
of the Act or the issuer will make a good faith and reasonable effort to 
file such a prospectus within the time required under Rule 424 
(Sec. 230.424) and, in the event that the issuer fails to file timely 
such a prospectus, the issuer files the prospectus as soon as 
practicable thereafter.
    (4) The condition in paragraph (c)(3) of this section shall not 
apply to transactions by dealers requiring delivery of a final 
prospectus pursuant to section 4(3) of the Act.
    (d) Exclusions. This section shall not apply to any:
    (1) Offering of any investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.);
    (2) Offering of any business development company as defined in 
section

[[Page 648]]

2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48));
    (3) A business combination transaction as defined in Rule 165(f)(1) 
(Sec. 230.165(f)(1); or
    (4) Offering registered on Form S-8 (Sec. 239.16b of this chapter).

[70 FR 44808, Aug. 3, 2005]



Sec. 230.173  Notice of registration.

    (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 deliver a final prospectus meeting the requirements 
of section 10(a) of the Act pursuant to section 4(3) of the Act or Rule 
174 (Sec. 230.174), each underwriter or dealer selling in such 
transaction shall provide to each purchaser from it, not later than two 
business days following the completion of such sale, a copy of the final 
prospectus or, in lieu of such prospectus, a notice to the effect that 
the sale was made pursuant to a registration statement or in a 
transaction in which a final prospectus would have been required to have 
been delivered in the absence of Rule 172 (Sec. 230.172).
    (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 prospectus, such notice as set forth in paragraph (a) of 
this section, shall be the issuer's.
    (c) Compliance with the requirements of this section is not a 
condition to reliance on Rule 172.
    (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.
    (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 the provisions of section 5(b)(1) of the Act.
    (f) Exclusions. This section shall not apply to any:
    (1) Transaction solely between brokers or dealers in reliance on 
Rule 153 (Sec. 230.153);
    (2) Offering of any investment company registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.);
    (3) Offering of any business development company as defined in 
section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(48));
    (4) A business combination transaction as defined in Rule 165(f)(1) 
(Sec. 230.165(f)(1)); or
    (5) Offering registered on Form S-8 (Sec. 239.16b of this chapter).

[70 FR 44809, Aug. 3, 2005]



Sec. 230.174  Delivery of prospectus by dealers; exemptions under
section 4(3) of the Act.

    The obligations of a dealer (including an underwriter no longer 
acting as an underwriter in respect of the security involved in such 
transactions) to deliver a prospectus in transactions in a security as 
to which a registration statement has been filed taking place prior to 
the expiration of the 40- or 90-day period specified in section 4(3) of 
the Act after the effective date of such registration statement or prior 
to the expiration of such period after the first date upon which the 
security was bona fide offered to the public by the issuer or by or 
through an underwriter after such effective date, whichever is later, 
shall be subject to the following provisions:
    (a) No prospectus need be delivered if the registration statement is 
on Form F-6 (Sec. 239.36 of this chapter).
    (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 of section 13 or 15(d) of the Securities 
Exchange Act of 1934.
    (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 prospectus delivery period specified in section 4(3) of 
the Act following the first bona fide offering of securities under such 
registration statement.
    (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 statement, to the reporting requirements of section 13 or 
15(d) of the Securities Exchange Act of 1934, and (2) as of the offering 
date, the security is listed on a registered national securities 
exchange

[[Page 649]]

or authorized for inclusion in an electronic inter-dealer quotation 
system sponsored and governed by the rules of a registered securities 
association, no prospectus need be delivered after the expiration of 
twenty-five calendar days after the offering date. For purposes of this 
provision, the term offering date refers to the later of the effective 
date of the registration statement or the first date on which the 
security was bona fide offered to the public.
    (e) Notwithstanding the foregoing, the period during which a 
prospectus must be delivered by a dealer shall be:
    (1) As specified in section 4(3) of the Act if the registration 
statement was the subject of a stop order issued under section 8 of the 
Act; or
    (2) As the Commission may provide upon application or on its own 
motion in a particular case.
    (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 an underwriter with respect to the securities 
involved or who is engaged in a transaction as to securities 
constituting the whole or a part of an unsold allotment to or 
subscription by such dealer as a participant in the distribution of such 
securities by the issuer or by or through an underwriter.
    (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 statutory period for prospectus delivery 
specified in section 4(3) of the Act shall not terminate until 90 days 
after the date funds and securities are released from the escrow or 
trust account pursuant to Rule 419 under the Act.
    (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 satisfied by compliance with the provisions of Rule 
172 (Sec. 230.172).

[35 FR 18457, Dec. 4, 1970, as amended at 48 FR 12347, Mar. 24, 1983; 53 
FR 11845, Apr. 11, 1988; 57 FR 18043, Apr. 28, 1992; 70 FR 44809, Aug. 
3, 2005]



Sec. 230.175  Liability for certain statements by issuers.

    (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 shall be deemed not to be a fraudulent statement 
(as defined in paragraph (d) of this section), unless it is shown that 
such statement was made or reaffirmed without a reasonable basis or was 
disclosed other than in good faith.
    (b) This rule applies to the following statements:
    (1) A forward-looking statement (as defined in paragraph (c) of this 
section) made in a document filed with the Commission, in Part I of a 
quarterly report on Form 10-Q, (Sec. 249.308a of this chapter), or in an 
annual report to security holders meeting the requirements of Rule 14a-
3(b) and (c) or 14c-3(a) and (b) under the Securities Exchange Act of 
1934 (Secs. 240.14a-3(b) and (c) or 240.14c-3(a) and (b) of this 
chapter), a statement reaffirming such forward-looking statement after 
the date the document was filed or the annual report was made publicly 
available, or a forward-looking statement made before the date the 
document was filed or the date the annual report was publicly available 
if such statement is reaffirmed in a filed document, in Part I of a 
quarterly report on Form 10-Q, or in an annual report made publicly 
available within a reasonable time after the making of such forward-
looking statement; Provided, that
    (i) At the time such statements are made or reaffirmed, either the 
issuer is subject to the reporting requirements of section 13(a) or 
15(d) of the Securities Exchange Act of 1934 and has complied with the 
requirements of Rule 13a-1 or 15d-1 (Secs. 239.13a-1 or 239.15d-1 of 
this chapter) thereunder, if applicable, to file its most recent annual 
report on Form 10-K, Form 20-F, or Form 40-F; or if the issuer is not 
subject to the reporting requirements of Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, the statements are made in a 
registration statement filed under the Act, offering statement or 
solicitation

[[Page 650]]

of interest, written document or broadcast script under Regulation A or 
pursuant to sections 12(b) or (g) of the Securities Exchange Act of 
1934; and
    (ii) The statements are not made by or on behalf of an issuer that 
is an investment company registered under the Investment Company Act of 
1940; and
    (2) Information that is disclosed in a document filed with the 
Commission, in Part I of a quarterly report on Form 10-Q (Sec. 249.308a 
of this chapter) or in an annual report to shareholders meeting the 
requirements of Rules 14a-3 (b) and (c) or 14c-3 (a) and (b) under the 
Securities Exchange Act of 1934 (Secs. 240.14a-3(b) and (c) or 240.14c-
3(a) and (b) of this chapter) and that relates to:
    (i) The effects of changing prices on the business enterprise, 
presented voluntarily or pursuant to Item 303 of Regulation S-K 
(Sec. 229.303 of this chapter), ``Management's Discussion and Analysis 
of Financial Condition and Results of Operations,'' Item 5 of Form 20-F 
(Sec. 249.220(f) of this chapter), ``Operating and Financial Review and 
Prospects,'' Item 302 of Regulation S-K (Sec. 229.302 of this chapter), 
``Supplementary Financial Information,'' or Rule 3-20(c) of Regulation 
S-X (Sec. 210.3-20(c) of this chapter); or
    (ii) The value of proved oil and gas reserves (such as a 
standardized measure of discounted future net cash flows relating to 
proved oil and gas reserves as set forth in FASB ASC paragraphs 932-235-
50-29 through 932-235-50-36 (Extractive Activities--Oil and Gas Topic) 
presented voluntarily or pursuant to Item 302 of Regulation S-K 
(Sec. 229.302 of this chapter).
    (c) For the purpose of this rule, the term forward-looking statement 
shall mean and shall be limited to:
    (1) A statement containing a projection of revenues, income (loss), 
earnings (loss) per share, capital expenditures, dividends, capital 
structure or other financial items;
    (2) A statement of management's plans and objectives for future 
operations;
    (3) A statement of future economic performance contained in 
management's discussion and analysis of financial condition and results 
of operations included pursuant to Item 303 of Regulation S-K 
(Sec. 229.303 of this chapter) or Item 9 of Form 20-F; or Item 5 of Form 
20-F.
    (4) Disclosed statements of the assumptions underlying or relating 
to any of the statements described in paragraphs (c) (1), (2), or (3) of 
this section.
    (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 misleading with respect to any material fact, an 
omission to state a material fact necessary to make a statement not 
misleading, or which constitutes the employment of a manipulative, 
deceptive, or fraudulent device, contrivance, scheme, transaction, act, 
practice, course of business, or an artifice to defraud, as those terms 
are used in the Securities Act of 1933 or the rules or regulations 
promulgated thereunder.

[46 FR 13990, Feb. 25, 1981, as amended at 46 FR 19457, Mar. 31, 1981; 
47 FR 54770, Dec. 6, 1982; 48 FR 19875, May 3, 1983; 56 FR 30054, July 
1, 1991; 57 FR 36468, Aug. 13, 1992; 64 FR 53909, Oct. 5, 1999; 73 FR 
967, Jan. 4, 2008; 76 FR 50121, Aug. 12, 2011]



Sec. 230.176  Circumstances affecting the determination of what
constitutes reasonable investigation and reasonable grounds for belief
under section 11 of the Securities Act.

    In determining whether or not the conduct of a person constitutes a 
reasonable investigation or a reasonable ground for belief meeting the 
standard set forth in section 11(c), relevant circumstances include, 
with respect to a person other than the issuer.
    (a) The type of issuer;
    (b) The type of security;
    (c) The type of person;
    (d) The office held when the person is an officer;
    (e) The presence or absence of another relationship to the issuer 
when the person is a director or proposed director;
    (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 and responsibilities of the particular person 
with respect to the issuer and the filing);

[[Page 651]]

    (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 information with respect to the registrant; and
    (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 the filing from which it was incorporated.

[47 FR 11433, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]



Sec. 230.180  Exemption from registration of interests and participations
issued in connection with certain H.R. 10 plans.

    (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 an insurance company, issued to an employee 
benefit plan shall be exempt from the provisions of section 5 of the Act 
if the following terms and conditions are met:
    (1) The plan covers employees, some or all of whom are employees 
within the meaning of section 401(c)(1) of the Internal Revenue Code of 
1954, and is either: (i) A pension or profit-sharing plan which meets 
the requirements for qualification under section 401 of such Code, or 
(ii) an annuity plan which meets the requirements for the deduction of 
the employer's contribution under section 404(a)(2) of such Code;
    (2) The plan covers only employees of a single employer or employees 
of interrelated partnerships; and
    (3) The issuer of such interest, participation or security shall 
have reasonable grounds to believe and, after making reasonable inquiry, 
shall believe immediately prior to any issuance that:
    (i) The employer is a law firm, accounting firm, investment banking 
firm, pension consulting firm or investment advisory firm that is 
engaged in furnishing services of a type that involve such knowledge and 
experience in financial and business matters that the employer is able 
to represent adequately its interests and those of its employees; or
    (ii) In connection with the plan, the employer prior to adopting the 
plan obtains the advice of a person or entity that (A) is not a 
financial institution providing any funding vehicle for the plan, and is 
neither an affiliated person as defined in section 2(a)(3) of the 
Investment Company Act of 1940 of, nor a person who has a material 
business relationship with, a financial institution providing a funding 
vehicle for the plan; and (B) is, by virtue of knowledge and experience 
in financial and business matters, able to represent adequately the 
interests of the employer and its employees.
    (b) Any interest or participation issued to a participant in either 
a pension or profit-sharing plan which meets the requirements for 
qualification under section 401 of the Internal Revenue Code of 1954 or 
an annuity plan which meets the requirements for the deduction of the 
employer's contribution under section 404(a)(2) of such Code, and which 
covers employees, some or all of whom are employees within the meaning 
of section 401(c)(1) of such Code, shall be exempt from the provisions 
of section 5 of the Act.

[46 FR 58291, Dec. 1, 1981]



Sec. 230.190  Registration of underlying securities in asset-backed
securities transactions.

    (a) In an offering of asset-backed securities where the asset pool 
includes securities of another issuer (``underlying securities''), 
unless the underlying securities are themselves exempt from registration 
under section 3 of the Act (15 U.S.C. 77c), the offering of the relevant 
underlying securities itself must be registered as a primary offering of 
such securities in accordance with paragraph (b) of this section unless 
all of the following are true. Terms used in this section have the same 
meaning as in Item 1101 of Regulation AB (Sec. 229.1101 of this 
chapter).
    (1) Neither the issuer of the underlying securities nor any of its 
affiliates has a direct or indirect agreement, arrangement, relationship 
or understanding, written or otherwise, relating to the underlying 
securities and the asset-backed securities transaction;

[[Page 652]]

    (2) Neither the issuer of the underlying securities nor any of its 
affiliates is an affiliate of the sponsor, depositor, issuing entity or 
underwriter of the asset-backed securities transaction;
    (3) If the underlying securities are restricted securities, as 
defined in Sec. 230.144(a)(3), Sec. 230.144 must be available for the 
sale of the securities, provided however, that notwithstanding any other 
provision of Sec. 230.144, Sec. 230.144 shall only be so available if at 
least two years have elapsed since the later of the date the securities 
were acquired from the issuer of the underlying securities or from an 
affiliate of the issuer of the underlying securities; and
    (4) The depositor would be free to publicly resell the underlying 
securities without registration under the Act. For example, the offering 
of the asset-backed security does not constitute part of a distribution 
of the underlying securities. An offering of asset-backed securities 
with an asset pool containing underlying securities that at the time of 
the purchase for the asset pool are part of a subscription or unsold 
allotment would be a distribution of the underlying securities. For 
purposes of this section, in an offering of asset-backed securities 
involving a sponsor, depositor or underwriter that was an underwriter or 
an affiliate of an underwriter in a registered offering of the 
underlying securities, the distribution of the asset-backed securities 
will not constitute part of a distribution of the underlying securities 
if the underlying securities were purchased at arm's length in the 
secondary market at least three months after the last sale of any unsold 
allotment or subscription by the affiliated underwriter that 
participated in the registered offering of the underlying securities.
    (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 primary offering of such securities in accordance 
with the following:
    (1) If the offering of asset-backed securities is registered on Form 
SF-3 (Sec. 239.45 of this chapter), the offering of the underlying 
securities itself must be eligible to be registered under Form SF-3, 
Form S-3 (Sec. 239.13 of this chapter), or F-3 (Sec. 239.33 of this 
chapter) as a primary offering of such securities;
    (2) The plan of distribution in the registration statement for the 
offering of the underlying securities contemplates this type of 
distribution at the time of the commencement of the offering of the 
asset-backed securities;
    (3) The prospectus for the asset-backed securities offering 
describes the plan of distribution for both the underlying securities 
and the asset-backed securities;
    (4) The prospectus relating to the offering of the underlying 
securities is delivered simultaneously with the delivery of the 
prospectus relating to the offering of the asset-backed securities, and 
the prospectus for the asset-backed securities includes disclosure that 
the prospectus for the offering of the underlying securities will be 
delivered along with, or is combined with, the prospectus for the 
offering of the asset-backed securities;
    (5) The prospectus for the asset-backed securities offering 
identifies the issuing entity, depositor, sponsor and each underwriter 
for the offering of the asset-backed securities as an underwriter for 
the offering of the underlying securities; and
    (6) Neither prospectus disclaims or limits responsibility by the 
issuing entity, sponsor, depositor, trustee or any underwriter for 
information regarding the underlying securities.
    (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 or the right to the payments or cash flows 
of another asset pool, then that pool asset is not considered an 
``underlying security'' for purposes of this section (although its 
distribution in connection with the asset-backed securities transaction 
may need to be separately registered) if the following conditions are 
met:
    (1) Both the issuing entity for the asset-backed securities and the 
entity issuing the pool asset were established under the direction of 
the same sponsor and depositor;
    (2) The pool asset is created solely to satisfy legal requirements 
or otherwise facilitate the structuring of the asset-backed securities 
transaction;

[[Page 653]]

    (3) The pool asset is not part of a scheme to avoid registration or 
the requirements of this section; and
    (4) The pool asset is held by the issuing entity and is a part of 
the asset pool for the asset-backed securities.
    (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'' for purposes of this section), if the pool 
assets for the asset-backed securities are collateral certificates or 
special units of beneficial interest, those collateral certificates or 
special units of beneficial interest must be registered concurrently 
with the registration of the asset-backed securities. However, pursuant 
to Sec. 230.457(t) no separate registration fee for the certificates or 
special units of beneficial interest is required to be paid.

[70 FR 1615, Jan. 7, 2005, as amended at 72 FR 71571, Dec. 17, 2007; 79 
FR 57328, Sept. 24, 2014; 80 FR 6652, Feb. 6, 2015]



Sec. 230.191  Definition of ``issuer'' in section 2(a)(4) of the Act
in relation to asset-backed securities.

    The following applies with respect to asset-backed securities under 
the Act. Terms used in this section have the same meaning as in Item 
1101 of Regulation AB (Sec. 229.1101 of this chapter).
    (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-backed securities of that issuing entity.
    (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 depositor for another issuing entity or for purposes 
of that person's own securities.

[70 FR 1615, Jan. 7, 2005]



Sec. 230.193  Review of underlying assets in asset-backed securities
transactions.

    An issuer of an ``asset-backed security,'' as that term is defined 
in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(79)), offering and selling such a security pursuant to a 
registration statement shall perform a review of the pool assets 
underlying the asset-backed security. At a minimum, such review must be 
designed and effected to provide reasonable assurance that the 
disclosure regarding the pool assets in the form of prospectus filed 
pursuant to Sec. 230.424 of this chapter is accurate in all material 
respects. The issuer may conduct the review or an issuer may employ a 
third party engaged for purposes of performing the review. If the 
findings and conclusions of the review are attributed to the third 
party, the third party must be named in the registration statement and 
consent to being named as an expert in accordance with Sec. 230.436 of 
this chapter.

Instruction to Sec. 230.193: An issuer of an ``asset-backed security'' 
may rely on one or more third parties to fulfill its obligation to 
perform a review under this section, provided that the reviews performed 
by the third parties and the issuer, in the aggregate, comply with the 
minimum standard in this section. The issuer must comply with the 
requirements of this section for each third party engaged by the issuer 
to perform the review for purposes of this section. An issuer may not 
rely on a review performed by an unaffiliated originator for purposes of 
performing the review required under this section.

[76 FR 4244, Jan. 25, 2011, as amended at 79 FR 57329, Sept. 24, 2014]



Sec. 230.194  Definitions of the terms ``swap'' and ``security-based 
swap'' as used in the Act.

    (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 Act of 1934 (15 U.S.C. 78c(a)(69)) and 17 CFR 
240.3a69-1 through 240.3a69-3.
    (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 Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) 
and 17 CFR 240.3a68-1a through 240.3a68-5.

[77 FR 48356, Aug. 13, 2012]



Sec. 230.215  Accredited investor.

    The term accredited investor as used in section 2(15)(ii) of the 
Securities Act of 1933 (15 U.S.C. 77b(15)(ii)) shall include the 
following persons:
    (a) Any savings and loan association or other institution specified 
in section

[[Page 654]]

3(a)(5)(A) of the Act whether acting in its individual or fiduciary 
capacity; any broker or dealer registered pursuant to section 15 of the 
Securities Exchange Act of 1934; any plan established and maintained by 
a state, its political subdivisions, or any agency or instrumentality of 
a state or its political subdivisions, for the benefit of its employees, 
if such plan has total assets in excess of $5,000,000; any employee 
benefit plan within the meaning of Table I of the Employee Retirement 
Income Security Act of 1974, if the investment decision is made by a 
plan fiduciary, as defined in section 3(21) of such Act, which is a 
savings and loan association, or if the employee benefit plan has total 
assets in excess of $5,000,000 or, if a self-directed plan, with 
investment decisions made solely by persons that are accredited 
investors;
    (b) Any private business development company as defined in section 
202(a)(22) of the Investment Advisers Act of 1940;
    (c) Any organization described in section 501(c)(3) of the Internal 
Revenue Code, corporation, Massachusetts or similar business trust, or 
partnership, not formed for the specific purpose of acquiring the 
securities offered, with total assets in excess of $5,000,000;
    (d) Any director, executive officer, or general partner of the 
issuer of the securities being offered or sold, or any director, 
executive officer, or general partner of a general partner of that 
issuer;
    (e) Any natural person whose individual net worth, or joint net 
worth with that person's spouse, exceeds $1,000,000.
    (1) Except as provided in paragraph (e)(2) of this section, for 
purposes of calculating net worth under this paragraph (e):
    (i) The person's primary residence shall not be included as an 
asset;
    (ii) Indebtedness that is secured by the person's primary residence, 
up to the estimated fair market value of the primary residence at the 
time of the sale of securities, shall not be included as a liability 
(except that if the amount of such indebtedness outstanding at the time 
of the sale of securities exceeds the amount outstanding 60 days before 
such time, other than as a result of the acquisition of the primary 
residence, the amount of such excess shall be included as a liability); 
and
    (iii) Indebtedness that is secured by the person's primary residence 
in excess of the estimated fair market value of the primary residence 
shall be included as a liability.
    (2) Paragraph (e)(1) of this section will not apply to any 
calculation of a person's net worth made in connection with a purchase 
of securities in accordance with a right to purchase such securities, 
provided that:
    (i) Such right was held by the person on July 20, 2010;
    (ii) The person qualified as an accredited investor on the basis of 
net worth at the time the person acquired such right; and
    (iii) The person held securities of the same issuer, other than such 
right, on July 20, 2010.
    (f) Any natural person who had an individual income in excess of 
$200,000 in each of the two most recent years or joint income with that 
person's spouse in excess of $300,000 in each of those years and has a 
reasonable expectation of reaching the same income level in the current 
year;
    (g) Any trust, with total assets in excess of $5,000,000, not formed 
for the specific purpose of acquiring the securities offered, whose 
purchase is directed by a sophisticated person as described in 
Sec. 230.506(b)(2)(ii); and
    (h) Any entity in which all of the equity owners are accredited 
investors.

[47 FR 11261, Mar. 16, 1982, as amended at 53 FR 7868, Mar. 10, 1988; 54 
FR 11372, Mar. 20, 1989; 76 FR 81805, Dec. 29, 2011]

                   Regulation A-R--Special Exemptions



Sec. 230.236  Exemption of shares offered in connection with certain
transactions.

    Shares of stock or similar security offered to provide funds to be 
distributed to shareholders of the issuer of such securities in lieu of 
issuing fractional shares, script certificates or order forms, in 
connection with a stock dividend, stock split, reverse stock split, 
conversion, merger or similar

[[Page 655]]

transaction, shall be exempt from registration under the Act if the 
following conditions are met:
    (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 1934.
    (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 $300,000.
    (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 to offer shares in reliance upon the 
exemption provided by this rule; (2) the estimated number of shares to 
be so offered; (3) the aggregate market value of such shares as of the 
latest practicable date; and (4) a brief description of the transaction 
in connection with which the shares are to be offered.

(Secs. 3, 4, and 19, 48 Stat. 75, 77, 85, as amended; 15 U.S.C. 77c, 
77d, 77s; secs. 3(b), 4(l), 19(a), 48 Stat. 75, 77, 85; secs. 209, 48 
Stat. 908; 59 Stat. 167; sec. 12, 78 Stat. 580; 84 Stat. 1480; sec. 
308(a)(2), 90 Stat. 57; sec. 18, 92 Stat. 275; sec. 2, 92 Stat. 962; 
sec. 301, 94 Stat. 2291, 2294; secs. 12(a), 12(h), 12(i), 16(a), 23(a), 
48 Stat. 892, 896, 901; sec. 203a, 49 Stat. 704; sec. 8, 49 Stat. 1379, 
secs. 3, 8, 78 Stat. 565-568, 579; sec. 1, 82 Stat. 454; sec. 105(b), 88 
Stat. 1503; sec. 18, 89 Stat. 155; 15 U.S.C. 77c(b), 77d(l), 77s(a), 
78l(a), 78l(h), 78l(i), 78p(a), 78w(a))

[27 FR 3289, Apr. 6, 1962, as amended at 37 FR 22978, Oct. 27, 1972; 47 
FR 29652, July 8, 1982; 61 FR 49959, Sept. 24, 1996]



Sec. 230.237  Exemption for offers and sales to certain Canadian 
tax-deferred retirement savings accounts.

    (a) Definitions. As used in this section:
    (1) Canadian law means the federal laws of Canada, the laws of any 
province or territory of Canada, and the rules or regulations of any 
federal, provincial, or territorial regulatory authority, or any self-
regulatory authority, of Canada.
    (2) Canadian Retirement Account means a trust or other arrangement, 
including, but not limited to, a ``Registered Retirement Savings Plan'' 
or ``Registered Retirement Income Fund'' administered under Canadian 
law, that is managed by the Participant and:
    (i) Operated to provide retirement benefits to a Participant; and
    (ii) Established in Canada, administered under Canadian law, and 
qualified for tax-deferred treatment under Canadian law.
    (3) Eligible Security means a security issued by a Qualified Company 
that:
    (i) Is offered to a Participant, or sold to his or her Canadian 
Retirement Account, in reliance on this section; and
    (ii) May also be purchased by Canadians other than Participants.
    (4) Foreign Government means the government of any foreign country 
or of any political subdivision of a foreign country.
    (5) Foreign Issuer means any issuer that is a Foreign Government, a 
national of any foreign country or a corporation or other organization 
incorporated or organized under the laws of any foreign country, except 
an issuer meeting the following conditions:
    (i) More than 50 percent of the outstanding voting securities of the 
issuer are held of record either directly or through voting trust 
certificates or depositary receipts by residents of the United States; 
and
    (ii) Any of the following:
    (A) The majority of the executive officers or directors are United 
States citizens or residents;
    (B) More than 50 percent of the assets of the issuer are located in 
the United States; or
    (C) The business of the issuer is administered principally in the 
United States.
    (iii) For purposes of this definition, the term resident, as applied 
to security holders, means any person whose address appears on the 
records of the issuer, the voting trustee, or the depositary as being 
located in the United States.
    (6) Participant means a natural person who is a resident of the 
United States, or is temporarily present in the United States, and who 
contributes to, or is or will be entitled to receive the income and 
assets from, a Canadian Retirement Account.
    (7) Qualified Company means a Foreign Issuer whose securities are 
qualified for investment on a tax-deferred

[[Page 656]]

basis by a Canadian Retirement Account under Canadian law.
    (8) United States means the United States of America, its 
territories and possessions, any State of the United States, and the 
District of Columbia.
    (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 of the Act (15 U.S.C. 77e) if the person:
    (1) Includes in any written offering materials delivered to a 
Participant, or to his or her Canadian Retirement Account, a prominent 
statement that the Eligible Security is not registered with the U.S. 
Securities and Exchange Commission and the Eligible Security is being 
offered or sold in the United States under an exemption from 
registration.
    (2) Has not asserted that Canadian law, or the jurisdiction of the 
courts of Canada, does not apply in a proceeding involving an Eligible 
Security.

[65 FR 37676, June 15, 2000]



Sec. 230.238  Exemption for standardized options.

    (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 defined by section 240.9b-1(a)(4) of this chapter, that 
is:
    (1) Issued by a clearing agency registered under section 17A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78q-1); and
    (2) Traded on a national securities exchange registered pursuant to 
section 6(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(a)) 
or on a national securities association registered pursuant to section 
15A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 780-3(a)).
    (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).
    (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 affiliate of the issuer, or an underwriter, will constitute a 
contract for sale of, sale of, offer for sale, or offer to sell the 
underlying securities as defined in section 2(a)(3) of the Act (15 
U.S.C. 77b(a)(3)).

[68 FR 192, Jan. 2, 2003]



Sec. 230.239  Exemption for offers and sales of certain security-based 
swaps.

    (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 not apply to any offer or sale of a security-based 
swap that:
    (1) Is issued or will be issued by a clearing agency that is either 
registered as a clearing agency under Section 17A of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q-1) or exempt from registration under 
Section 17A of the Securities Exchange Act of 1934 pursuant to a rule, 
regulation, or order of the Commission (``eligible clearing agency''), 
and
    (2) The Commission has determined is required to be cleared or that 
is permitted to be cleared pursuant to the eligible clearing agency's 
rules.
    (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 if the following conditions are satisfied:
    (1) The security-based swap is offered or sold in a transaction 
involving the eligible clearing agency in its function as a central 
counterparty with respect to such security-based swap;
    (2) The security-based swap is sold only to an eligible contract 
participant (as defined in Section 1a(18) of the Commodity Exchange Act 
(7 U.S.C. 1a(18))); and
    (3) The eligible clearing agency posts on its publicly available Web 
site at a specified Internet address or includes in its agreement 
covering the security-based swap that the eligible clearing agency 
provides or makes available to its counterparty the following:
    (i) A statement identifying any security, issuer, loan, or narrow-
based security index underlying the security-based swap;
    (ii) A statement indicating the security or loan to be delivered (or 
class of securities or loans), or if cash settled,

[[Page 657]]

the security, loan, or narrow-based security index (or class of 
securities or loans) whose value is to be used to determine the amount 
of the settlement obligation under the security-based swap; and
    (iii) A statement of whether the issuer of any security or loan, 
each issuer of a security in a narrow-based security index, or each 
referenced issuer underlying the security-based swap is subject to the 
reporting requirements of Sections 13 or 15(d) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m and 78o) and, if not subject to such 
reporting requirements, whether public information, including financial 
information, about any such issuer is available and where the 
information is available.
    (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)).

[77 FR 20549, Apr. 5, 2012]



Sec. 230.240  Exemption for certain security-based swaps.

    (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:
    (1) A security-based swap agreement, as defined in Section 2A of the 
Act (15 U.S.C. 77b(b)-1) as in effect prior to July 16, 2011; and
    (2) Entered into between eligible contract participants (as defined 
in Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a(12)) as in 
effect prior to July 16, 2011, other than a person who is an eligible 
contract participant under Section 1a(12)(C) of the Commodity Exchange 
Act as in effect prior to July 16, 2011).
    (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)).
    (c) This section will expire on February 11, 2018.

[82 FR 10707, Feb. 15, 2017]

            Regulation A--Conditional Small Issues Exemption

    Authority: Secs. 230.251 to 230.263 issued under 15 U.S.C. 77c, 77s.

    Source: 57 FR 36468, Aug. 13, 1992, unless otherwise noted.



Sec. 230.251  Scope of exemption.

    (a) Tier 1 and Tier 2. A public offer or sale of eligible 
securities, as defined in Rule 261 (Sec. 230.261), pursuant to 
Regulation A shall be exempt under section 3(b) from the registration 
requirements of the Securities Act of 1933 (the ``Securities Act'') (15 
U.S.C. 77a et seq.).
    (1) Tier 1. Offerings pursuant to Regulation A in which the sum of 
all cash and other consideration to be received for the securities being 
offered (``aggregate offering price'') plus the gross proceeds for all 
securities sold pursuant to other offering statements within the 12 
months before the start of and during the current offering of securities 
(``aggregate sales'') does not exceed $20,000,000, including not more 
than $6,000,000 offered by all selling securityholders that are 
affiliates of the issuer (``Tier 1 offerings'').
    (2) Tier 2. Offerings pursuant to Regulation A in which the sum of 
the aggregate offering price and aggregate sales does not exceed 
$50,000,000, including not more than $15,000,000 offered by all selling 
securityholders that are affiliates of the issuer (``Tier 2 
offerings'').
    (3) Additional limitation on secondary sales in first year. The 
portion of the aggregate offering price attributable to the securities 
of selling securityholders shall not exceed 30% of the aggregate 
offering price of a particular offering in:
    (i) The issuer's first offering pursuant to Regulation A; or
    (ii) Any subsequent Regulation A offering that is qualified within 
one year of the qualification date of the issuer's first offering.

    Note to paragraph (a): Where a mixture of cash and non-cash 
consideration is to be received, the aggregate offering price must be 
based on the price at which the securities are offered for cash. Any 
portion of the aggregate offering price or aggregate sales attributable 
to cash received in a foreign currency must be translated into United 
States currency at a currency exchange rate in effect on, or at a 
reasonable time before, the date of the sale of the securities. If 
securities are not offered for cash, the aggregate offering price or 
aggregate sales must be based on the value of the consideration as 
established by bona fide sales of that consideration made within a 
reasonable time, or, in the absence

[[Page 658]]

of sales, on the fair value as determined by an accepted standard. 
Valuations of non-cash consideration must be reasonable at the time 
made. If convertible securities or warrants are being offered and such 
securities are convertible, exercisable, or exchangeable within one year 
of the offering statement's qualification or at the discretion of the 
issuer, the underlying securities must also be qualified and the 
aggregate offering price must include the actual or maximum estimated 
conversion, exercise, or exchange price of such securities.

    (b) Issuer. The issuer of the securities:
    (1) Is an entity organized under the laws of the United States or 
Canada, or any State, Province, Territory or possession thereof, or the 
District of Columbia, with its principal place of business in the United 
States or Canada;
    (2) Is not subject to section 13 or 15(d) of the Securities Exchange 
Act of 1934 (the ``Exchange Act'') (15 U.S.C. 78a et seq.) immediately 
before the offering;
    (3) Is not a development stage company that either has no specific 
business plan or purpose, or has indicated that its business plan is to 
merge with or acquire an unidentified company or companies;
    (4) Is not an investment company registered or required to be 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
seq.) or a business development company as defined in section 2(a)(48) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48));
    (5) Is not issuing fractional undivided interests in oil or gas 
rights, or a similar interest in other mineral rights;
    (6) Is not, and has not been, subject to any order of the Commission 
entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) 
within five years before the filing of the offering statement;
    (7) Has filed with the Commission all reports required to be filed, 
if any, pursuant to Rule 257 (Sec. 230.257) during the two years before 
the filing of the offering statement (or for such shorter period that 
the issuer was required to file such reports); and
    (8) Is not disqualified under Rule 262 (Sec. 230.262).
    (c) Integration with other offerings. Offers or sales made in 
reliance on this Regulation A will not be integrated with:
    (1) Prior offers or sales of securities; or
    (2) Subsequent offers or sales of securities that are:
    (i) Registered under the Securities Act, except as provided in Rule 
255(e) (Sec. 230.255(e));
    (ii) Exempt from registration under Rule 701 (Sec. 230.701);
    (iii) Made pursuant to an employee benefit plan;
    (iv) Exempt from registration under Regulation S (Secs. 230.901 
through 203.905);
    (v) Made more than six months after the completion of the Regulation 
A offering; or
    (vi) Exempt from registration under Section 4(a)(6) of the 
Securities Act (15 U.S.C. 77d(a)(6)).

    Note to paragraph (c): If these safe harbors do not apply, whether 
subsequent offers and sales of securities will be integrated with the 
Regulation A offering will depend on the particular facts and 
circumstances.

    (d) Offering conditions--(1) Offers. (i) Except as allowed by Rule 
255 (Sec. 230.255), no offer of securities may be made unless an 
offering statement has been filed with the Commission.
    (ii) After the offering statement has been filed, but before it is 
qualified:
    (A) Oral offers may be made;
    (B) Written offers pursuant to Rule 254 (Sec. 230.254) may be made; 
and
    (C) Solicitations of interest and other communications pursuant to 
Rule 255 (Sec. 230.255) may be made.
    (iii) Offers may be made after the offering statement has been 
qualified, but any written offers must be accompanied with or preceded 
by the most recent offering circular filed with the Commission for such 
offering.
    (2) Sales. (i) No sale of securities may be made:
    (A) Until the offering statement has been qualified;
    (B) By issuers that are not currently required to file reports 
pursuant to Rule 257(b) (Sec. 230.257(b)), until a Preliminary Offering 
Circular is delivered at least 48 hours before the sale to any person 
that before qualification of the offering statement had indicated an 
interest in purchasing securities in the offering, including those 
persons that

[[Page 659]]

responded to an issuer's solicitation of interest materials; and
    (C) In a Tier 2 offering of securities that are not listed on a 
registered national securities exchange upon qualification, unless the 
purchaser is either an accredited investor (as defined in Rule 501 
(Sec. 230.501)) or the aggregate purchase price to be paid by the 
purchaser for the securities (including the actual or maximum estimated 
conversion, exercise, or exchange price for any underlying securities 
that have been qualified) is no more than ten percent (10%) of the 
greater of such purchaser's:
    (1) Annual income or net worth if a natural person (with annual 
income and net worth for such natural person purchasers determined as 
provided in Rule 501 (Sec. 230.501)); or
    (2) Revenue or net assets for such purchaser's most recently 
completed fiscal year end if a non-natural person.

    Note to paragraph (d)(2)(i)(C): When securities underlying warrants 
or convertible securities are being qualified pursuant to Tier 2 of 
Regulation A one year or more after the qualification of an offering for 
which investment limitations previously applied, purchasers of the 
underlying securities for which investment limitations would apply at 
that later date may determine compliance with the ten percent (10%) 
investment limitation using the conversion, exercise, or exchange price 
to acquire the underlying securities at that later time without 
aggregating such price with the price of the overlying warrants or 
convertible securities.

    (D) The issuer may rely on a representation of the purchaser when 
determining compliance with the ten percent (10%) investment limitation 
in this paragraph (d)(2)(i)(C), provided that the issuer does not know 
at the time of sale that any such representation is untrue.
    (ii) In a transaction that represents a sale by the issuer or an 
underwriter, or a sale by a dealer within 90 calendar days after 
qualification of the offering statement, each underwriter or dealer 
selling in such transaction must deliver to each purchaser from it, not 
later than two business days following the completion of such sale, a 
copy of the Final Offering Circular, subject to the following 
provisions:
    (A) If the sale was by the issuer and was not effected by or through 
an underwriter or dealer, the issuer is responsible for delivering the 
Final Offering Circular as if the issuer were an underwriter;
    (B) For continuous or delayed offerings pursuant to paragraph (d)(3) 
of this section, the 90 calendar day period for dealers shall commence 
on the day of the first bona fide offering of securities under such 
offering statement;
    (C) If the security is listed on a registered national securities 
exchange, no offering circular need be delivered by a dealer more than 
25 calendar days after the later of the qualification date of the 
offering statement or the first date on which the security was bona fide 
offered to the public;
    (D) No offering circular need be delivered by a dealer if the issuer 
is subject, immediately prior to the time of the filing of the offering 
statement, to the reporting requirements of Rule 257(b) 
(Sec. 230.257(b)); and
    (E) The Final Offering Circular delivery requirements set forth in 
paragraph (d)(2)(ii) of this section may be satisfied by delivering a 
notice to the effect that the sale was made pursuant to a qualified 
offering statement that includes the uniform resource locator (``URL''), 
which, in the case of an electronic-only offering, must be an active 
hyperlink, where the Final Offering Circular, or the offering statement 
of which such Final Offering Circular is part, may be obtained on the 
Commission's Electronic Data Gathering, Analysis and Retrieval System 
(``EDGAR'') and contact information sufficient to notify a purchaser 
where a request for a Final Offering Circular can be sent and received 
in response.
    (3) Continuous or delayed offerings. (i) Continuous or delayed 
offerings may be made under this Regulation A, so long as the offering 
statement pertains only to:
    (A) Securities that are to be offered or sold solely by or on behalf 
of a person or persons other than the issuer, a subsidiary of the 
issuer, or a person of which the issuer is a subsidiary;
    (B) Securities that are to be offered and sold pursuant to a 
dividend or interest reinvestment plan or an employee benefit plan of 
the issuer;

[[Page 660]]

    (C) Securities that are to be issued upon the exercise of 
outstanding options, warrants, or rights;
    (D) Securities that are to be issued upon conversion of other 
outstanding securities;
    (E) Securities that are pledged as collateral; or
    (F) Securities the offering of which will be commenced within two 
calendar days after the qualification date, will be made on a continuous 
basis, may continue for a period in excess of 30 calendar days from the 
date of initial qualification, and will be offered in an amount that, at 
the time the offering statement is qualified, is reasonably expected to 
be offered and sold within two years from the initial qualification 
date. These securities may be offered and sold only if not more than 
three years have elapsed since the initial qualification date of the 
offering statement under which they are being offered and sold; 
provided, however, that if a new offering statement has been filed 
pursuant to this paragraph (d)(3)(i)(F), securities covered by the prior 
offering statement may continue to be offered and sold until the earlier 
of the qualification date of the new offering statement or 180 calendar 
days after the third anniversary of the initial qualification date of 
the prior offering statement. Before the end of such three-year period, 
an issuer may file a new offering statement covering the securities. The 
new offering statement must include all the information that would be 
required at that time in an offering statement relating to all offerings 
that it covers. Before the qualification date of the new offering 
statement, the issuer may include as part of such new offering statement 
any unsold securities covered by the earlier offering statement by 
identifying on the cover page of the new offering circular, or the 
latest amendment, the amount of such unsold securities being included. 
The offering of securities on the earlier offering statement will be 
deemed terminated as of the date of qualification of the new offering 
statement. Securities may be sold pursuant to this paragraph 
(d)(3)(i)(F) only if the issuer is current in its annual and semiannual 
filings pursuant to Rule 257(b) (Sec. 230.257(b)), at the time of such 
sale.
    (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 term at the market offering means an offering 
of equity securities into an existing trading market for outstanding 
shares of the same class at other than a fixed price.
    (e) Confidential treatment. A request for confidential treatment may 
be made under Rule 406 (Sec. 230.406) for information required to be 
filed, and Rule 83 (Sec. 200.83) for information not required to be 
filed.
    (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 EDGAR in accordance with the EDGAR rules set forth in 
Regulation S-T (17 CFR part 232).

[80 FR 21895, Apr. 20, 2015]



Sec. 230.252  Offering statement.

    (a) Documents to be included. The offering statement consists of the 
contents required by Form 1-A (Sec. 239.90 of this chapter) and any 
other material information necessary to make the required statements, in 
light of the circumstances under which they are made, not misleading.
    (b) Paper, printing, language and pagination. Except as otherwise 
specified in this rule, the requirements for offering statements are the 
same as those specified in Rule 403 (Sec. 230.403) for registration 
statements under the Act. No fee is payable to the Commission upon 
either the submission or filing of an offering statement on Form 1-A, or 
any amendment to an offering statement.
    (c) Signatures. The issuer, its principal executive officer, 
principal financial officer, principal accounting officer, and a 
majority of the members of its board of directors or other governing 
body, must sign the offering statement in the manner prescribed by Form 
1-A. If a signature is by a person on behalf of any other person, 
evidence of authority to sign must be filed, except where an executive 
officer signs for the issuer.

[[Page 661]]

    (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 effective registration statement under the Securities 
Act may submit a draft offering statement to the Commission for non-
public review by the staff of the Commission before public filing, 
provided that the offering statement shall not be qualified less than 21 
calendar days after the public filing with the Commission of:
    (1) The initial non-public submission;
    (2) All non-public amendments; and
    (3) All non-public correspondence submitted by or on behalf of the 
issuer to the Commission staff regarding such submissions (subject to 
any separately approved confidential treatment request under Rule 251(e) 
(Sec. 230.251(e)).
    (e) Qualification. An offering statement and any amendment thereto 
can be qualified only at such date and time as the Commission may 
determine.
    (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 an offering statement must be filed under cover of 
Form 1-A and must be numbered consecutively in the order in which filed.
    (ii) Every amendment that includes amended audited financial 
statements must include the consent of the certifying accountant to the 
use of such accountant's certification in connection with the amended 
financial statements in the offering statement or offering circular and 
to being named as having audited such financial statements.
    (iii) Amendments solely relating to Part III of Form 1-A must comply 
with the requirements of paragraph (f)(1)(i) of this section, except 
that such amendments may be limited to Part I of Form 1-A, an 
explanatory note, and all of the information required by Part III of 
Form 1-A.
    (2) Post-qualification amendments must be filed in the following 
circumstances for ongoing offerings:
    (i) At least every 12 months after the qualification date to include 
the financial statements that would be required by Form 1-A as of such 
date; or
    (ii) To reflect any facts or events arising after the qualification 
date of the offering statement (or the most recent post-qualification 
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the offering 
statement.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.253  Offering circular.

    (a) Contents. An offering circular must include the information 
required by Form 1-A for offering circulars.
    (b) Information that may be omitted. Notwithstanding paragraph (a) 
of this section, a qualified offering circular may omit information with 
respect to the public offering price, underwriting syndicate (including 
any material relationships between the issuer or selling securityholders 
and the unnamed underwriters, brokers or dealers), underwriting 
discounts or commissions, discounts or commissions to dealers, amount of 
proceeds, conversion rates, call prices and other items dependent upon 
the offering price, delivery dates, and terms of the securities 
dependent upon the offering date; provided, that the following 
conditions are met:
    (1) The securities to be qualified are offered for cash.
    (2) The outside front cover page of the offering circular includes a 
bona fide estimate of the range of the maximum offering price and the 
maximum number of shares or other units of securities to be offered or a 
bona fide estimate of the principal amount of debt securities offered, 
subject to the following conditions:
    (i) The range must not exceed $2 for offerings where the upper end 
of the range is $10 or less or 20% if the upper end of the price range 
is over $10; and
    (ii) The upper end of the range must be used in determining the 
aggregate offering price under Rule 251(a) (Sec. 230.251(a)).
    (3) The offering statement does not relate to securities to be 
offered by competitive bidding.
    (4) The volume of securities (the number of equity securities or 
aggregate principal amount of debt securities) to be offered may not be 
omitted in reliance on this paragraph (b).

    Note to paragraph (b): A decrease in the volume of securities 
offered or a change in

[[Page 662]]

the bona fide estimate of the offering price range from that indicated 
in the offering circular filed as part of a qualified offering statement 
may be disclosed in the offering circular filed with the Commission 
pursuant to Rule 253(g) (Sec. 230.253(g)), so long as the decrease in 
the volume of securities offered or change in the price range would not 
materially change the disclosure contained in the offering statement at 
qualification. Notwithstanding the foregoing, any decrease in the volume 
of securities offered and any deviation from the low or high end of the 
price range may be reflected in the offering circular supplement filed 
with the Commission pursuant to Rule 253(g)(1) or (3) 
(Sec. 230.253(g)(1) or (3)) if, in the aggregate, the decrease in volume 
and/or change in price represent no more than a 20% change from the 
maximum aggregate offering price calculable using the information in the 
qualified offering statement. In no circumstances may this paragraph be 
used to offer securities where the maximum aggregate offering price 
would result in the offering exceeding the limit set forth in Rule 
251(a) (Sec. 230.251(a)) or if the change would result in a Tier 1 
offering becoming a Tier 2 offering. An offering circular supplement may 
not be used to increase the volume of securities being offered. 
Additional securities may only be offered pursuant to a new offering 
statement or post-qualification amendment qualified by the Commission.

    (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 offering circular filed with the Commission pursuant to 
paragraph (g) of this section; except that if such offering circular is 
not so filed by the later of 15 business days after the qualification 
date of the offering statement or 15 business days after the 
qualification of a post-qualification amendment thereto that contains an 
offering circular, the information omitted in reliance upon paragraph 
(b) of this section must be contained in a qualified post-qualification 
amendment to the offering statement.
    (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 that is easily readable. Repetition of information 
should be avoided; cross-referencing of information within the document 
is permitted.
    (2) Where an offering circular is distributed through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents by presenting all required information in a format 
readily communicated to investors.
    (e) Date. An offering circular must be dated approximately as of the 
date it was filed with the Commission.
    (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 United States Securities and Exchange Commission does not pass 
upon the merits of or give its approval to any securities offered or the 
terms of the offering, nor does it pass upon the accuracy or 
completeness of any offering circular or other solicitation materials. 
These securities are offered pursuant to an exemption from registration 
with the Commission; however, the Commission has not made an independent 
determination that the securities offered are exempt from registration.
    (g) Offering circular supplements. (1) An offering circular that 
discloses information previously omitted from the offering circular in 
reliance upon Rule 253(b) (Sec. 230.253(b)) must be filed with the 
Commission no later than two business days following the earlier of the 
date of determination of the offering price or the date such offering 
circular is first used after qualification in connection with a public 
offering or sale.
    (2) An offering circular that reflects information other than that 
covered in paragraph (g)(1) of this section that constitutes a 
substantive change from or addition to the information set forth in the 
last offering circular filed with the Commission must be filed with the 
Commission no later than five business days after the date it is first 
used after qualification in connection with a public offering or sale. 
If an offering circular filed pursuant to this paragraph (g)(2) consists 
of an offering circular supplement attached to an offering circular that 
previously had been filed or was not required to be filed pursuant to 
paragraph (g) of this section because it did not contain substantive 
changes from an offering circular that previously was filed, only the 
offering circular supplement need be filed under paragraph (g) of this 
section, provided

[[Page 663]]

that the cover page of the offering circular supplement identifies the 
date(s) of the related offering circular and any offering circular 
supplements thereto that together constitute the offering circular with 
respect to the securities currently being offered or sold.
    (3) An offering circular that discloses information, facts or events 
covered in both paragraphs (g)(1) and (2) of this section must be filed 
with the Commission no later than two business days following the 
earlier of the date of the determination of the offering price or the 
date it is first used after qualification in connection with a public 
offering or sale.
    (4) An offering circular required to be filed pursuant to paragraph 
(g) of this section that is not filed within the time frames specified 
in paragraphs (g)(1) through (3) of this section, as applicable, must be 
filed pursuant to this paragraph (g)(4) as soon as practicable after the 
discovery of such failure to file.
    (5) Each offering circular filed under this section must contain in 
the upper right corner of the cover page the paragraphs of paragraphs 
(g)(1) through (4) of this section under which the filing is made, and 
the file number of the offering statement to which the offering circular 
relates.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.254  Preliminary offering circular.

    After the filing of an offering statement, but before its 
qualification, written offers of securities may be made if they meet the 
following requirements:
    (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 following legend, which must be highlighted by 
prominent type or in another manner:
    An offering statement pursuant to Regulation A relating to these 
securities has been filed with the Securities and Exchange Commission. 
Information contained in this Preliminary Offering Circular is subject 
to completion or amendment. These securities may not be sold nor may 
offers to buy be accepted before the offering statement filed with the 
Commission is qualified. This Preliminary Offering Circular shall not 
constitute an offer to sell or the solicitation of an offer to buy nor 
may there be any sales of these securities in any state in which such 
offer, solicitation or sale would be unlawful before registration or 
qualification under the laws of any such state. We may elect to satisfy 
our obligation to deliver a Final Offering Circular by sending you a 
notice within two business days after the completion of our sale to you 
that contains the URL where the Final Offering Circular or the offering 
statement in which such Final Offering Circular was filed may be 
obtained.
    (b) Other contents. The Preliminary Offering Circular contains 
substantially the information required to be in an offering circular by 
Form 1-A (Sec. 239.90 of this chapter), except that certain information 
may be omitted under Rule 253(b) (Sec. 230.253(b)) subject to the 
conditions set forth in such rule.
    (c) Filing. The Preliminary Offering Circular is filed as a part of 
the offering statement.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.255  Solicitations of interest and other communications.

    (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 offering statement, an issuer or any person 
authorized to act on behalf of an issuer may communicate orally or in 
writing to determine whether there is any interest in a contemplated 
securities offering. Such communications are deemed to be an offer of a 
security for sale for purposes of the antifraud provisions of the 
federal securities laws. No solicitation or acceptance of money or other 
consideration, nor of any commitment, binding or otherwise, from any 
person is permitted until qualification of the offering statement.
    (b) Conditions. The communications must:
    (1) State that no money or other consideration is being solicited, 
and if sent in response, will not be accepted;
    (2) State that no offer to buy the securities can be accepted and no 
part of the purchase price can be received

[[Page 664]]

until the offering statement is qualified, and any such offer may be 
withdrawn or revoked, without obligation or commitment of any kind, at 
any time before notice of its acceptance given after the qualification 
date;
    (3) State that a person's indication of interest involves no 
obligation or commitment of any kind; and
    (4) After the public filing of the offering statement:
    (i) State from whom a copy of the most recent version of the 
Preliminary Offering Circular may be obtained, including a phone number 
and address of such person;
    (ii) Provide the URL where such Preliminary Offering Circular, or 
the offering statement in which such Preliminary Offering Circular was 
filed, may be obtained; or
    (iii) Include a complete copy of the Preliminary Offering Circular.
    (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 interested in a potential offering. This issuer may 
require the name, address, telephone number, and/or email address in any 
response form included pursuant to this paragraph (c).
    (d) Revised solicitations of interest. If solicitation of interest 
materials are used after the public filing of the offering statement and 
such solicitation of interest materials contain information that is 
inaccurate or inadequate in any material respect, revised solicitation 
of interest materials must be redistributed in a substantially similar 
manner as such materials were originally distributed. Notwithstanding 
the foregoing in this paragraph (d), if the only information that is 
inaccurate or inadequate is contained in a Preliminary Offering Circular 
provided with the solicitation of interest materials pursuant to 
paragraphs (b)(4)(i) or (ii) of this section, no such redistribution is 
required in the following circumstances:
    (1) in the case of paragraph (b)(4)(i) of this section, the revised 
Preliminary Offering Circular will be provided to any persons making new 
inquiries and will be recirculated to any persons making any previous 
inquiries; or
    (2) in the case of paragraph (b)(4)(ii) of this section, the URL 
continues to link directly to the most recent Preliminary Offering 
Circular or to the offering statement in which such revised Preliminary 
Offering Circular was filed.
    (e) Abandoned offerings. Where an issuer decides to register an 
offering under the Securities Act after soliciting interest in a 
contemplated, but subsequently abandoned, Regulation A offering, the 
abandoned Regulation A offering would not be subject to integration with 
the registered offering if the issuer engaged in solicitations of 
interest pursuant to this rule only to qualified institutional buyers 
and institutional accredited investors permitted by Section 5(d) of the 
Securities Act. If the issuer engaged in solicitations of interest to 
persons other than qualified institutional buyers and institutional 
accredited investors, an abandoned Regulation A offering would not be 
subject to integration if the issuer (and any underwriter, broker, 
dealer, or agent used by the issuer in connection with the proposed 
offering) waits at least 30 calendar days between the last such 
solicitation of interest in the Regulation A offering and the filing of 
the registration statement with the Commission.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.256  Definition of ``qualified purchaser''.

    For purposes of Section 18(b)(3) of the Securities Act [15 U.S.C. 
77r(b)(3)], a ``qualified purchaser'' means any person to whom 
securities are offered or sold pursuant to a Tier 2 offering of this 
Regulation A.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.257  Periodic and current reporting; exit report.

    (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 an exit report on Form 1-Z (Sec. 239.94 of this 
chapter) not later than 30 calendar days after the termination or 
completion of the offering.
    (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

[[Page 665]]

Regulation A must file with the Commission the following periodic and 
current reports:
    (1) Annual reports. An annual report on Form 1-K (Sec. 239.91 of 
this chapter) for the fiscal year in which the offering statement became 
qualified and for any fiscal year thereafter, unless the issuer's 
obligation to file such annual report is suspended under paragraph (d) 
of this section. Annual reports must be filed within the period 
specified in Form 1-K.
    (2) Special financial report. (i) A special financial report on Form 
1-K or Form 1-SA if the offering statement did not contain the 
following:
    (A) Audited financial statements for the issuer's most recent fiscal 
year (or for the life of the issuer if less than a full fiscal year) 
preceding the fiscal year in which the issuer's offering statement 
became qualified; or
    (B) unaudited financial statements covering the first six months of 
the issuer's current fiscal year if the offering statement was qualified 
during the last six months of that fiscal year.
    (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 qualification date of the offering 
statement and must include audited financial statements for such fiscal 
year or other period specified in that paragraph, as the case may be. 
The special financial report described in paragraph (b)(2)(i)(B) of this 
section must be filed under cover of Form 1-SA within 90 calendar days 
after the qualification date of the offering statement and must include 
the semiannual financial statements for the first six months of the 
issuer's fiscal year, which may be unaudited.
    (iii) A special financial report must be signed in accordance with 
the requirements of the form on which it is filed.
    (3) Semiannual report. A semiannual report on Form 1-SA (Sec. 239.92 
of this chapter) within the period specified in Form 1-SA. Semiannual 
reports must cover the first six months of each fiscal year of the 
issuer, commencing with the first six months of the fiscal year 
immediately following the most recent fiscal year for which full 
financial statements were included in the offering statement, or, if the 
offering statement included financial statements for the first six 
months of the fiscal year following the most recent full fiscal year, 
for the first six months of the following fiscal year.
    (4) Current reports. Current reports on Form 1-U (Sec. 239.93 of 
this chapter) with respect to the matters and within the period 
specified in that form, unless substantially the same information has 
been previously reported to the Commission by the issuer under cover of 
Form 1-K or Form 1-SA.
    (5) Reporting by successor issuers. Where in connection with a 
succession by merger, consolidation, exchange of securities, acquisition 
of assets or otherwise, securities of any issuer that is not required to 
file reports pursuant to paragraph (b) of this section are issued to the 
holders of any class of securities of another issuer that is required to 
file such reports, the duty to file reports pursuant to paragraph (b) of 
this section shall be deemed to have been assumed by the issuer of the 
class of securities so issued. The successor issuer must, after the 
consummation of the succession, file reports in accordance with 
paragraph (b) of this section, unless that issuer is exempt from filing 
such reports or the duty to file such reports is terminated or suspended 
under paragraph (d) of this section.
    (c) Amendments. All amendments to the reports described in 
paragraphs (a) and (b) of this section must be filed under cover of the 
form amended, marked with the letter A to designate the document as an 
amendment, e.g., ``1-K/A,'' and in compliance with pertinent 
requirements applicable to such reports. Amendments filed pursuant to 
this paragraph (c) must set forth the complete text of each item as 
amended, but need not include any items that were not amended. 
Amendments must be numbered sequentially and be filed separately for 
each report amended. Amendments must be signed on behalf of the issuer 
by a duly authorized representative of the issuer. An amendment to any 
report required to include certifications as specified in the applicable 
form must include new certifications by the appropriate persons.

[[Page 666]]

    (d) Suspension of duty to file reports. (1) The duty to file reports 
under this rule shall be automatically suspended if and so long as the 
issuer is subject to the duty to file reports required by section 13 or 
15(d) of the Exchange Act (15 U.S.C. 78m or 15 U.S.C. 78o).
    (2) The duty to file reports under paragraph (b) of this section 
with respect to a class of securities held of record (as defined in Rule 
12g5-1 (Sec. 240.12g5-1 of this chapter)) by less than 300 persons, or 
less than 1,200 persons for a bank (as defined in Section 3(a)(6) of the 
Exchange Act (15 U.S.C. 78c(a)(6)), or a bank holding company (as 
defined in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 
1841)), shall be suspended for such class of securities immediately upon 
filing with the Commission an exit report on Form 1-Z (Sec. 239.94 of 
this chapter) if the issuer of such class has filed all reports due 
pursuant to this rule before the date of such Form 1-Z filing for the 
shorter of:
    (i) The period since the issuer became subject to such reporting 
obligation; or
    (ii) Its most recent three fiscal years and the portion of the 
current year preceding the date of filing Form 1-Z.
    (3) For the purposes of paragraph (d)(2) of this section, the term 
class shall be construed to include all securities of an issuer that are 
of substantially similar character and the holders of which enjoy 
substantially similar rights and privileges. If the Form 1-Z is 
subsequently withdrawn or if it is denied because the issuer was 
ineligible to use the form, the issuer must, within 60 calendar days, 
file with the Commission all reports which would have been required if 
such exit report had not been filed. If the suspension resulted from the 
issuer's merger into, or consolidation with, another issuer or issuers, 
the notice must be filed by the successor issuer.
    (4) The ability to suspend reporting, as described in paragraph 
(d)(2) of this section, is not available for any class of securities if:
    (i) During that fiscal year a Tier 2 offering statement was 
qualified;
    (ii) The issuer has not filed an annual report under this rule or 
the Exchange Act for the fiscal year in which a Tier 2 offering 
statement was qualified; or
    (iii) Offers or sales of securities of that class are being made 
pursuant to a Tier 2 Regulation A offering.
    (e) Termination of duty to file reports. If the duty to file reports 
is suspended pursuant to paragraph (d)(1) of this section and such 
suspension ends because the issuer terminates or suspends its duty to 
file reports under the Exchange Act, the issuer's obligation to file 
reports under paragraph (b) of this section shall:
    (1) Automatically terminate if the issuer is eligible to suspend its 
duty to file reports under paragraphs (d)(2) and (3) of this section; or
    (2) Recommence with the report covering the most recent financial 
period after that included in any effective registration statement or 
filed Exchange Act report.

[80 FR 21895, Apr. 20, 2015, as amended at 82 FR 45725, Oct. 2, 2017]



Sec. 230.258  Suspension of the exemption.

    (a) Suspension. The Commission may at any time enter an order 
temporarily suspending a Regulation A exemption if it has reason to 
believe that:
    (1) No exemption is available or any of the terms, conditions or 
requirements of Regulation A have not been complied with;
    (2) The offering statement, any sales or solicitation of interest 
material, or any report filed pursuant to Rule 257 (Sec. 230.257) 
contains any untrue statement of a material fact or omits to state a 
material fact necessary in order to make the statements made, in light 
of the circumstances under which they are made, not misleading;
    (3) The offering is being made or would be made in violation of 
section 17 of the Securities Act;
    (4) An event has occurred after the filing of the offering statement 
that would have rendered the exemption hereunder unavailable if it had 
occurred before such filing;
    (5) Any person specified in Rule 262(a) (Sec. 230.262(a)) has been 
indicted for any crime or offense of the character specified in Rule 
262(a)(1) (Sec. 230.262(a)(1)), or any proceeding has been initiated for 
the purpose of enjoining any such person from engaging in or continuing 
any conduct or practice of the character specified in Rule 262(a)(2)

[[Page 667]]

(Sec. 230.262(a)(2)), or any proceeding has been initiated for the 
purposes of Rule 262(a)(3)-(8) (Sec. 230.262(a)(3) through (8)); or
    (6) The issuer or any promoter, officer, director, or underwriter 
has failed to cooperate, or has obstructed or refused to permit the 
making of an investigation by the Commission in connection with any 
offering made or proposed to be made in reliance on Regulation A.
    (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, and any selling securityholder:
    (1) That such order has been entered, together with a brief 
statement of the reasons for the entry of the order; and
    (2) That the Commission, upon receipt of a written request within 30 
calendar days after the entry of the order, will, within 20 calendar 
days after receiving the request, order a hearing at a place to be 
designated by the Commission.
    (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 permanent on the 30th calendar day after its entry and 
shall remain in effect unless or until it is modified or vacated by the 
Commission. Where a hearing is requested or is ordered by the 
Commission, the Commission will, after notice of and opportunity for 
such hearing, either vacate the order or enter an order permanently 
suspending the exemption.
    (d) Permanent suspension. 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 could have entered 
a temporary suspension order under paragraph (a) of this section. Any 
such order shall remain in effect until vacated by the Commission.
    (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, any underwriter and any selling securityholder in 
the offering statement.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.259  Withdrawal or abandonment of offering statements.

    (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 proceeding under Rule 258 (Sec. 230.258), the offering 
statement may be withdrawn with the Commission's consent. The 
application for withdrawal must state the reason the offering statement 
is to be withdrawn and must be signed by an authorized representative of 
the issuer. Any withdrawn document will remain in the Commission's 
files, as well as the related request for withdrawal.
    (b) Abandonment. When an offering statement has been on file with 
the Commission for nine months without amendment and has not become 
qualified, the Commission may, in its discretion, declare the offering 
statement abandoned. If the offering statement has been amended, the 
nine-month period shall be computed from the date of the latest 
amendment.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.260  Insignificant deviations from a term, condition or 
requirement of Regulation A.

    (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 requirements of section 5 of the Securities Act for any offer 
or sale to a particular individual or entity, if the person relying on 
the exemption establishes that:
    (1) The failure to comply did not pertain to a term, condition or 
requirement directly intended to protect that particular individual or 
entity;
    (2) The failure to comply was insignificant with respect to the 
offering as a whole, provided that any failure to comply with Rule 
251(a), (b), and (d)(1) and (3) (Sec. 230.251(a), (b), and (d)(1) and 
(3)) shall be deemed to be significant to the offering as a whole; and
    (3) A good faith and reasonable attempt was made to comply with all 
applicable terms, conditions and requirements of Regulation A.
    (b) Action by Commission. A transaction made in reliance upon 
Regulation A must comply with all applicable

[[Page 668]]

terms, conditions and requirements of the regulation. Where an exemption 
is established only through reliance upon paragraph (a) of this section, 
the failure to comply shall nonetheless be actionable by the Commission 
under section 20 of the Securities Act.
    (c) Suspension. This provision provides no relief or protection from 
a proceeding under Rule 258 (Sec. 230.258).

[80 FR 21895, Apr. 20, 2015]



Sec. 230.261  Definitions.

    As used in this Regulation A, all terms have the same meanings as in 
Rule 405 (Sec. 230.405), except that all references to registrant in 
those definitions shall refer to the issuer of the securities to be 
offered and sold under Regulation A. In addition, these terms have the 
following meanings:
    (a) Affiliated issuer. An affiliate (as defined in Rule 501 
(Sec. 230.501)) of the issuer that is issuing securities in the same 
offering.
    (b) Business day. Any day except Saturdays, Sundays or United States 
federal holidays.
    (c) Eligible securities. Equity securities, debt securities, and 
securities convertible or exchangeable to equity interests, including 
any guarantees of such securities, but not including asset-backed 
securities as such term is defined in Item 1101(c) of Regulation AB.
    (d) Final order. A written directive or declaratory statement issued 
by a federal or state agency described in Rule 262(a)(3) 
(Sec. 230.262(a)(3)) under applicable statutory authority that provides 
for notice and an opportunity for hearing, which constitutes a final 
disposition or action by that federal or state agency.
    (e) Final offering circular. The more recent of: the current 
offering circular contained in a qualified offering statement; and any 
offering circular filed pursuant to Rule 253(g) (Sec. 230.253(g)). If, 
however, the issuer is relying on Rule 253(b) ((Sec. 230.253(b)), the 
Final Offering Circular is the most recent of the offering circular 
filed pursuant to Rule 253(g)(1) or (3) (Sec. 230.253(g)(1) or (3)) and 
any subsequent offering circular filed pursuant to Rule 253(g) 
(Sec. 230.253(g)).
    (f) Offering statement. An offering statement prepared pursuant to 
Regulation A.
    (g) Preliminary offering circular. The offering circular described 
in Rule 254 (Sec. 230.254).

[80 FR 21895, Apr. 20, 2015]



Sec. 230.262  Disqualification provisions.

    (a) Disqualification events. No exemption under this Regulation A 
shall be available for a sale of securities if the issuer; any 
predecessor of the issuer; any affiliated issuer; any director, 
executive officer, other officer participating in the offering, general 
partner or managing member of the issuer; any beneficial owner of 20% or 
more of the issuer's outstanding voting equity securities, calculated on 
the basis of voting power; any promoter connected with the issuer in any 
capacity at the time of filing, any offer after qualification, or such 
sale; any person that has been or will be paid (directly or indirectly) 
remuneration for solicitation of purchasers in connection with such sale 
of securities; any general partner or managing member of any such 
solicitor; or any director, executive officer or other officer 
participating in the offering of any such solicitor or general partner 
or managing member of such solicitor:
    (1) Has been convicted, within ten years before the filing of the 
offering statement (or five years, in the case of issuers, their 
predecessors and affiliated issuers), of any felony or misdemeanor:
    (i) In connection with the purchase or sale of any security;
    (ii) Involving the making of any false filing with the Commission; 
or
    (iii) Arising out of the conduct of the business of an underwriter, 
broker, dealer, municipal securities dealer, investment adviser or paid 
solicitor of purchasers of securities;
    (2) Is subject to any order, judgment or decree of any court of 
competent jurisdiction, entered within five years before the filing of 
the offering statement, that, at the time of such filing, restrains or 
enjoins such person from engaging or continuing to engage in any conduct 
or practice:
    (i) In connection with the purchase or sale of any security;

[[Page 669]]

    (ii) Involving the making of any false filing with the Commission; 
or
    (iii) Arising out of the conduct of the business of an underwriter, 
broker, dealer, municipal securities dealer, investment adviser or paid 
solicitor of purchasers of securities;
    (3) Is subject to a final order (as defined in Rule 261 
(Sec. 230.261)) of a state securities commission (or an agency or 
officer of a state performing like functions); a state authority that 
supervises or examines banks, savings associations, or credit unions; a 
state insurance commission (or an agency or officer of a state 
performing like functions); an appropriate federal banking agency; the 
U.S. Commodity Futures Trading Commission; or the National Credit Union 
Administration that:
    (i) At the time of the filing of the offering statement, bars the 
person from:
    (A) Association with an entity regulated by such commission, 
authority, agency, or officer;
    (B) Engaging in the business of securities, insurance or banking; or
    (C) Engaging in savings association or credit union activities; or
    (ii) Constitutes a final order based on a violation of any law or 
regulation that prohibits fraudulent, manipulative, or deceptive conduct 
entered within ten years before such filing of the offering statement;
    (4) Is subject to an order of the Commission entered pursuant to 
section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of 
the filing of the offering statement:
    (i) Suspends or revokes such person's registration as a broker, 
dealer, municipal securities dealer or investment adviser;
    (ii) Places limitations on the activities, functions or operations 
of such person; or
    (iii) Bars such person from being associated with any entity or from 
participating in the offering of any penny stock;
    (5) Is subject to any order of the Commission entered within five 
years before the filing of the offering statement that, at the time of 
such filing, orders the person to cease and desist from committing or 
causing a violation or future violation of:
    (i) Any scienter-based anti-fraud provision of the federal 
securities laws, including without limitation section 17(a)(1) of the 
Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, 
section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or
    (ii) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).
    (6) Is suspended or expelled from membership in, or suspended or 
barred from association with a member of, a registered national 
securities exchange or a registered national or affiliated securities 
association for any act or omission to act constituting conduct 
inconsistent with just and equitable principles of trade;
    (7) Has filed (as a registrant or issuer), or was or was named as an 
underwriter in, any registration statement or offering statement filed 
with the Commission that, within five years before the filing of the 
offering statement, was the subject of a refusal order, stop order, or 
order suspending the Regulation A exemption, or is, at the time of such 
filing, the subject of an investigation or proceeding to determine 
whether a stop order or suspension order should be issued; or
    (8) Is subject to a United States Postal Service false 
representation order entered within five years before the filing of the 
offering statement, or is, at the time of such filing, subject to a 
temporary restraining order or preliminary injunction with respect to 
conduct alleged by the United States Postal Service to constitute a 
scheme or device for obtaining money or property through the mail by 
means of false representations.
    (b) Transition, waivers, reasonable care exception. Paragraph (a) of 
this section shall not apply:
    (1) With respect to any order under Sec. 230.262(a)(3) or (5) that 
occurred or was issued before June 19, 2015;
    (2) Upon a showing of good cause and without prejudice to any other 
action by the Commission, if the Commission

[[Page 670]]

determines that it is not necessary under the circumstances that an 
exemption be denied;
    (3) If, before the filing of the offering statement, the court or 
regulatory authority that entered the relevant order, judgment or decree 
advises in writing (whether contained in the relevant judgment, order or 
decree or separately to the Commission or its staff) that 
disqualification under paragraph (a) of this section should not arise as 
a consequence of such order, judgment or decree; or
    (4) If the issuer establishes that it did not know and, in the 
exercise of reasonable care, could not have known that a 
disqualification existed under paragraph (a) of this section.

    Note to paragraph (b)(4): An issuer will not be able to establish 
that it has exercised reasonable care unless it has made, in light of 
the circumstances, factual inquiry into whether any disqualifications 
exist. The nature and scope of the factual inquiry will vary based on 
the facts and circumstances concerning, among other things, the issuer 
and the other offering participants.

    (c) Affiliated issuers. For purposes of paragraph (a) of this 
section, events relating to any affiliated issuer that occurred before 
the affiliation arose will be not considered disqualifying if the 
affiliated entity is not:
    (1) In control of the issuer; or
    (2) Under common control with the issuer by a third party that was 
in control of the affiliated entity at the time of such events.
    (d) Disclosure of prior ``bad actor'' events. The issuer must 
include in the offering circular a description of any matters that would 
have triggered disqualification under paragraphs (a)(3) and (5) of this 
section but occurred before June 19, 2015. The failure to provide such 
information shall not prevent an issuer from relying on Regulation A if 
the issuer establishes that it did not know and, in the exercise of 
reasonable care, could not have known of the existence of the 
undisclosed matter or matters.

[80 FR 21895, Apr. 20, 2015]



Sec. 230.263  Consent to service of process.

    (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 written irrevocable consent and power of attorney on 
Form F-X (Sec. 239.42 of this chapter) at the time of filing the 
offering statement required by Rule 252 (Sec. 230.252).
    (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 form and referencing the file number of the 
relevant offering statement.

[80 FR 21895, Apr. 20, 2015]



Secs. 230.300-230.346  [Reserved]

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.

                       Regulation C--Registration

    Authority: Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 
19, 48 Stat. 78 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 
77s)
    Sec. 230.457 also issued under secs. 6 and 7, 15 U.S.C. 77f and 77g.
    Note: In Secs. 230.400 to 230.499, the numbers to the right of the 
decimal point correspond with the respective rule number in Regulation 
C, under the Securities Act of 1933.



Sec. 230.400  Application of Secs. 230.400 to 230.494, inclusive.

    Sections 230.400 to 230.494 shall govern every registration of 
securities under the Act, except that any provision in a form, or an 
item of Regulation S-K (17 CFR 229.001 et seq.) referred to in such 
form, covering the same subject matter as any such rule shall be 
controlling unless otherwise specifically provided in Secs. 230.400 to 
230.494.

[47 FR 11434, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]

[[Page 671]]

                          general requirements



Sec. 230.401  Requirements as to proper form.

    (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 such registration statement and prospectus.
    (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 to the provisions of section 24(e) or 24(f) of the 
Investment Company Act of 1940, the form and contents of such an 
amendment shall conform to the applicable rules and forms as in effect 
on the filing date of such amendment.
    (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 Securities Act registration form for which it is 
eligible on the filing date of the amendment. At the issuer's option, 
the amendment also may be filed on the same Securities Act registration 
form used for the most recent amendment described in paragraph (b) of 
this section or, if no such amendment has been filed, the initial 
registration statement and prospectus.
    (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, if used after the date such stop order 
ceases to be effective, shall conform to the applicable rules and forms 
as in effect on the date such stop order ceases to be effective.
    (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 prepared in accordance with the 
requirements of any other form which would then be appropriate for the 
registration of securities to which the prospectus or other amendment 
relates, provided that all of the other requirements of such other form 
and applicable rules (including any required undertakings) are met.
    (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 in paragraphs (a), (b), (c) and (d) of this section 
if the rules or forms or amendments thereto specifically so provide; and 
(2) may comply voluntarily with the rules and forms as in effect at 
dates subsequent to those specified in paragraphs (a), (b), (c) and (d) 
of this section, provided that all of the requirements of the particular 
rules and forms in effect at such dates (including any required 
undertakings) are met.
    (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 immediately pursuant to Rule 462 and 
Rule 464 (Sec. 230.462 and Sec. 230.464), a registration statement or 
any amendment thereto is deemed filed on the proper registration form 
unless the Commission objects to the registration form before the 
effective date.
    (2) An automatic shelf registration statement as defined in Rule 405 
(Sec. 230.405) and any post-effective amendment thereto are deemed filed 
on the proper registration form unless and until the Commission notifies 
the issuer of its objection to the use of such form. Following any such 
notification, the issuer must amend its automatic shelf registration 
statement onto the registration form it is then eligible to use, 
provided, however, that any continuous offering of securities pursuant 
to Rule 415 (Sec. 230.415) that the issuer has commenced pursuant to the 
registration statement before the Commission has notified the issuer of 
its objection to the use of such form may continue until the effective 
date of a new registration statement or post-effective amendment to the 
registration statement that the issuer has filed on the proper 
registration form, if the issuer files promptly after notification the 
new registration statement or post-effective amendment and if the 
offering is permitted to be made under the new registration statement or 
post-effective amendment.
    (3) Violations of General Instruction I.B.6. of Form S-3 or General 
Instruction I.B.5. of Form F-3 will also violate the requirements as to 
proper form under this section notwithstanding that the registration 
statement may

[[Page 672]]

have been declared effective previously.
    (4) Notwithstanding that the registration statement may have become 
effective previously, requirements as to proper form under this section 
will have been violated for any offering of securities where the 
requirements of General Instruction I.A. of Form SF-3 (Sec. 239.45 of 
this chapter) have not been met as of ninety days after the end of the 
depositor's fiscal year end prior to such offering.

[47 FR 11434, Mar. 16, 1982, as amended at 62 FR 39762, July 24, 1997; 
64 FR 11116, Mar. 8, 1999; 70 FR 44809, Aug. 3, 2005; 72 FR 73551, Dec. 
27, 2007; 79 FR 57329, Sept. 24, 2014]



Sec. 230.401a  Requirements as to proper form.

    With regard to issuers eligible to rely on Release No. 34-45589 
(March 18, 2002) (which may be viewed on the Commission's website at 
www.sec.gov), the filing of reports in accordance with the provisions of 
that Release shall result in those reports being ``timely filed'' for 
purposes of all form eligibility standards in registration statement 
forms under the Securities Act of 1933 (15 U.S.C. 77a et seq.).

[67 FR 13536, Mar. 22, 2002]



Sec. 230.402  Number of copies; binding; signatures.

    (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 with the Commission. Each copy shall be bound, 
in one or more parts, without stiff covers. The binding shall be made on 
the side or stitching margin in such manner as to leave the reading 
matter legible. At least one such copy of every registration shall be 
signed by the persons specified in section 6(a) of the Act. Unsigned 
copies shall be conformed.
    (b) Ten additional copies of the registration statement, similarly 
bound, shall be furnished for use in the examination of the registration 
statement, public inspection, copying and other purposes. Where a 
registration statement incorporates into the prospectus documents which 
are required to be delivered with the prospectus in lieu of prospectus 
presentation, the ten additional copies of the registration statement 
shall be accompanied by ten copies of such documents. No other exhibits 
are required to accompany such additional copies.
    (c) Notwithstanding any other provision of this section, if a 
registration statement is filed on Form S-8 (Sec. 239.16b of this 
chapter), 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 with the Commission. Each copy shall be bound, 
in one or more parts, without stiff covers. The binding shall be made on 
the side or stitching margin in such manner as to leave the reading 
matter legible. At least one such copy shall be signed by the persons 
specified in section 6(a) of the Act. Unsigned copies shall be 
conformed. Three additional copies of the registration statement, 
similarly bound, also shall be furnished to the Commission for use in 
the examination of the registration statement, public inspection, 
copying and other purposes. No exhibits are required to accompany the 
additional copies of registration statements filed on Form S-8.
    (d) Notwithstanding any other provision of this section, if a 
registration statement is filed pursuant to Rule 462(b) 
(Sec. 230.462(b)) and Rule 110(d) (Sec. 230.110(d)), one copy of the 
complete registration statement, including exhibits and all other papers 
and documents filed as a part thereof shall be filed with the 
Commission. Such copy should not be bound and may contain facsimile 
versions of manual signatures in accordance with paragraph (e) of this 
section.
    (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 Commission to be signed, such document shall be 
manually signed, or signed using either typed signatures or duplicated 
or facsimile versions of manual signatures. Where typed, duplicated or 
facsimile signatures are used, each signatory to the filing shall 
manually sign a signature page or other document authenticating, 
acknowledging or otherwise adopting his or her signature that appears in 
the filing. Such document shall be executed

[[Page 673]]

before or at the time the filing is made and shall be retained by the 
registrant for a period of five years. Upon request, the registrant 
shall furnish to the Commission or its staff a copy of any or all 
documents retained pursuant to this section.

[47 FR 11434, Mar. 16, 1982, as amended at 55 FR 23922, June 13, 1990; 
60 FR 26615, May 17, 1995; 61 FR 30402, June 14, 1996]



Sec. 230.403  Requirements as to paper, printing, language and pagination.

    (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 practicable. To the extent that the reduction of 
larger documents would render them illegible, such documents may be 
filed on paper larger than 8\1/2\  11 inches in size.
    (b) The registration statement and, insofar as practicable, all 
papers and documents filed as a part thereof shall be printed, 
lithographed, mimeographed or typewritten. However, the statement or any 
portion thereof may be prepared by any similar process which, in the 
opinion of the Commission, produces copies suitable for a permanent 
record. Irrespective of the process used, all copies of any such 
material shall be clear, easily readable and suitable for repeated 
photocopying. Debits in credit categories and credits in debit 
categories shall be designated so as to be clearly distinguishable as 
such on photocopies.
    (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 other filing requires the inclusion of a 
document that is in a foreign language, the filer must submit instead a 
fair and accurate English translation of the entire foreign language 
document, except as provided by paragraph (c)(3) of this section.
    (2) If a registration statement or other filing or submission 
subject to review by the Division of Corporation Finance requires the 
inclusion of a foreign language document as an exhibit or attachment, 
the filer must submit a fair and accurate English translation of the 
foreign language document if consisting of any of the following, or an 
amendment of any of the following:
    (i) Articles of incorporation, memoranda of association, bylaws, and 
other comparable documents, whether original or restated;
    (ii) Instruments defining the rights of security holders, including 
indentures qualified or to be qualified under the Trust Indenture Act of 
1939;
    (iii) Voting agreements, including voting trust agreements;
    (iv) Contracts to which directors, officers, promoters, voting 
trustees or security holders named in a registration statement are 
parties;
    (v) Contracts upon which a filer's business is substantially 
dependent;
    (vi) Audited annual and interim consolidated financial information; 
and
    (vii) Any document that is or will be the subject of a confidential 
treatment request under Sec. 230.406 or Sec. 240.24b-2 of this chapter.
    (3)(i) A filer may submit an English summary instead of an English 
translation of a foreign language document as an exhibit or attachment 
to a filing subject to review by the Division of Corporation Finance as 
long as:
    (A) The foreign language document does not consist of any of the 
subject matter enumerated in paragraph (c)(2) of this section; or
    (B) The applicable form permits the use of an English summary.
    (ii) Any English summary submitted under paragraph (c)(3) of this 
section must:
    (A) Fairly and accurately summarize the terms of each material 
provision of the foreign language document; and
    (B) Fairly and accurately describe the terms that have been omitted 
or abridged.
    (4) When submitting an English summary or English translation of a 
foreign language document under this section, a filer must identify the 
submission as either an English summary or English translation. A filer 
may submit a copy of the unabridged foreign language document when 
including an English summary or English translation of a foreign 
language document in a filing. A filer must provide a copy of any 
foreign language document upon the request of Commission staff.

[[Page 674]]

    (5) A Canadian issuer may file an exhibit or other part of a 
registration statement on Form F-7, F-8, F-9, F-10, or F-80 
(Secs. 239.37, 239.38, 239.39, 239.40, or 239.41 of this chapter), that 
contains text in both French and English if the issuer included the 
French text to comply with the requirements of the Canadian securities 
administrator or other Canadian authority and, for an electronic filing, 
if the filing is an HTML document, as defined in Regulation S-T Rule 
11(Sec. 232.11).
    (d) The manually signed original (or in the case of duplicate 
originals, one duplicate original) of all registrations, applications, 
statements, reports or other documents filed under the Act shall be 
numbered sequentially (in addition to any internal numbering which 
otherwise may be present) by handwritten, typed, printed or other 
legible form of notation from the first page of the document through the 
last page of that document and any exhibits or attachments thereto. 
Further, the total number of pages contained in a numbered original 
shall be set forth on the first page of the document.

[47 FR 11434, Mar. 16, 1982, as amended at 47 FR 58238, Dec. 30, 1982; 
67 FR 36698, May 24, 2002]



Sec. 230.404  Preparation of registration statement.

    (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; the information, list of exhibits, undertakings 
and signatures required to be set forth in Part II of such form; 
financial statements and schedules; exhibits; any other information or 
documents filed as part of the registration statement; and all documents 
or information incorporated by reference in the foregoing (whether or 
not required to be filed).
    (b) All general instructions, instructions to items of the form, and 
instructions as to financial statements, exhibits, or prospectuses are 
to be omitted from the registration statement in all cases.
    (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 reference need be made to inapplicable items, 
and negative answers to any item in Part I may be omitted. A copy of the 
prospectus may be filed as a part of the registration statement in lieu 
of furnishing the information in item-and-answer form. Wherever a copy 
of the prospectus is filed in lieu of information in item-and-answer 
form, the text of the items of the form is to be omitted from the 
registration statement, as well as from the prospectus, except to the 
extent provided in paragraph (d) of this rule.
    (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, including the numbers and captions thereof, together with 
the answers thereto shall be filed with the prospectus under cover of 
the facing sheet of the form as a part of the registration statement. 
However, the text of such items may be omitted provided the answers are 
so prepared as to indicate the coverage of the item without the 
necessity of reference to the text of the item. If any such item is 
inapplicable, or the answer thereto is in the negative, a statement to 
that effect shall be made. Any financial statements not required to be 
included in the prospectus shall also be filed as a part of the 
registration statement proper, unless incorporated by reference pursuant 
to Rule 411 (Sec. 230.411).

[47 FR 11435, Mar. 16, 1982, as amended at 62 FR 39763, July 24, 1997; 
76 FR 71876, Nov. 21, 2011]



Sec. 230.405  Definitions of terms.

    Unless the context otherwise requires, all terms used in 
Secs. 230.400 to 230.494, inclusive, or in the forms for registration 
have the same meanings as in the Act and in the general rules and 
regulations. In addition, the following definitions apply, unless the 
context otherwise requires:
    Affiliate. An affiliate of, or person affiliated with, a specified 
person, is a person that directly, or indirectly through one or more 
intermediaries, controls or is controlled by, or is under common control 
with, the person specified.

[[Page 675]]

    Amount. The term amount, when used in regard to securities, means 
the principal amount if relating to evidences of indebtedness, the 
number of shares if relating to shares, and the number of units if 
relating to any other kind of security.
    Associate. The term associate, when used to indicate a relationship 
with any person, means (1) a corporation or organization (other than the 
registrant or a majority-owned subsidiary of the registrant) of which 
such person is an officer or partner or is, directly or indirectly, the 
beneficial owner of 10 percent or more of any class of equity 
securities, (2) any trust or other estate in which such person has a 
substantial benefical interest or as to which such person serves as 
trustee or in a similar capacity, and (3) any relative or spouse of such 
person, or any relative of such spouse, who has the same home as such 
person or who is a director or officer of the registrant or any of its 
parents or subsidiaries.
    Automatic shelf registration statement. The term automatic shelf 
registration statement means a registration statement filed on Form S-3 
or Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter) by a well-known 
seasoned issuer pursuant to General Instruction I.D. or I.C. of such 
forms, respectively.
    Business combination related shell company. The term business 
combination related shell company means a shell company (as defined in 
Sec. 230.405) that is:
    (1) Formed by an entity that is not a shell company solely for the 
purpose of changing the corporate domicile of that entity solely within 
the United States; or
    (2) Formed by an entity that is not a shell company solely for the 
purpose of completing a business combination transaction (as defined in 
Sec. 230.165(f)) among one or more entities other than the shell 
company, none of which is a shell company.
    Business development company. The term business development company 
refers to a company which has elected to be regulated as a business 
development company under sections 55 through 65 of the Investment 
Company Act of 1940.
    Certified. The term certified, when used in regard to financial 
statements, means examined and reported upon with an opinion expressed 
by an independent public or certified public accountant.
    Charter. The term charter includes articles of incorporation, 
declarations of trust, articles of association or partnership, or any 
similar instrument, as amended, affecting (either with or without filing 
with any governmental agency) the organization or creation of an 
incorporated or unincorporated person.
    Common equity. The term common equity means any class of common 
stock or an equivalent interest, including but not limited to a unit of 
beneficial interest in a trust or a limited partnership interest.
    Commission. The term Commission means the Securities and Exchange 
Commission.
    Control. The term control (including the terms controlling, 
controlled by and under common control with) means the possession, 
direct or indirect, of the power to direct or cause the direction of the 
management and policies of a person, whether through the ownership of 
voting securities, by contract, or otherwise.
    Depositary share. The term depositary share means a security, 
evidenced by an American Depositary Receipt, that represents a foreign 
security or a multiple of or fraction thereof deposited with a 
depositary.
    Director. The term director means any director of a corporation or 
any person performing similar functions with respect to any organization 
whether incorporated or unincorporated.
    Dividend or interest reinvestment plan. The term dividend or 
interest reinvestment plan means a plan which is offered solely to the 
existing security holders of the registrant, which allows such persons 
to reinvest dividends or interest paid to them on securities issued by 
the registrant, and also may allow additional cash amounts to be 
contributed by the participants in the plan, provided the securities to 
be registered are newly issued, or are purchased for the account of plan 
participants, at prices not in excess of current market prices at the 
time of purchase, or at prices not in excess of an amount determined in 
accordance with a pricing formula specified in the plan and based

[[Page 676]]

upon average or current market prices at the time of purchase.
    Electronic filer. The term electronic filer means a person or an 
entity that submits filings electronically pursuant to Rules 100 and 101 
of Regulation S-T (Secs. 232.100 and 232.101 of this chapter, 
respectively).
    Electronic filing. The term electronic filing means a document under 
the federal securities laws that is transmitted or delivered to the 
Commission in electronic format.
    Emerging growth company. (1) The term emerging growth company means 
an issuer that had total annual gross revenues of less than 
$1,070,000,000 during its most recently completed fiscal year.
    (2) An issuer that is an emerging growth company as of the first day 
of that fiscal year shall continue to be deemed an emerging growth 
company until the earliest of:
    (i) The last day of the fiscal year of the issuer during which it 
had total annual gross revenues of $1,070,000,000 or more;
    (ii) The last day of the fiscal year of the issuer following the 
fifth anniversary of the date of the first sale of common equity 
securities of the issuer pursuant to an effective registration statement 
under the Securities Act of 1933;
    (iii) The date on which such issuer has, during the previous three 
year period, issued more than $1,000,000,000 in non-convertible debt; or
    (iv) The date on which such issuer is deemed to be a large 
accelerated filer, as defined in Rule 12b-2 of the Exchange Act 
(Sec. 240.12b-2 of this chapter).
    Employee. The term employee does not include a director, trustee, or 
officer.
    Employee benefit plan. The term employee benefit plan means any 
written purchase, savings, option, bonus, appreciation, profit sharing, 
thrift, incentive, pension or similar plan or written compensation 
contract solely for employees, directors, general partners, trustees 
(where the registrant is a business trust), officers, or consultants or 
advisors. However, consultants or advisors may participate in an 
employee benefit plan only if:
    (1) They are natural persons;
    (2) They provide bona fide services to the registrant; and
    (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 maintain a market for the registrant's securities.
    Equity security. The term equity security means any stock or similar 
security, certificate of interest or participation in any profit sharing 
agreement, preorganization certificate or subscription, transferable 
share, voting trust certificate or certificate of deposit for an equity 
security, limited partnership interest, interest in a joint venture, or 
certificate of interest in a business trust; any security future on any 
such security; or any security convertible, with or without 
consideration into such a security, or carrying any warrant or right to 
subscribe to or purchase such a security; or any such warrant or right; 
or any put, call, straddle, or other option or privilege of buying such 
a security from or selling such a security to another without being 
bound to do so.
    Executive officer. The term executive officer, when used with 
reference to a registrant, means its president, any vice president of 
the registrant in charge of a principal business unit, division or 
function (such as sales, administration or finance), any other officer 
who performs a policy making function or any other person who performs 
similar policy making functions for the registrant. Executive officers 
of subsidiaries may be deemed executive officers of the registrant if 
they perform such policy making functions for the registrant.
    Fiscal year. The term fiscal year means the annual accounting period 
or, if no closing date has been adopted, the calendar year ending on 
December 31.
    Foreign government. The term foreign government means the government 
of any foreign country or of any political subdivision of a foreign 
country.
    Foreign issuer. The term foreign issuer means any issuer which is a 
foreign government, a national of any foreign country or a corporation 
or other organization incorporated or organized under the laws of any 
foreign country.
    Foreign private issuer. (1) The term foreign private issuer means 
any foreign issuer other than a foreign government

[[Page 677]]

except an issuer meeting the following conditions as of the last 
business day of its most recently completed second fiscal quarter:
    (i) More than 50 percent of the outstanding voting securities of 
such issuer are directly or indirectly owned of record by residents of 
the United States; and
    (ii) Any of the following:
    (A) The majority of the executive officers or directors are United 
States citizens or residents;
    (B) More than 50 percent of the assets of the issuer are located in 
the United States; or
    (C) The business of the issuer is administered principally in the 
United States.
    Note to paragraph (1) of the definition of Foreign private issuer: 
To determine the percentage of outstanding voting securities held by 
U.S. residents:
    A. Use the method of calculating record ownership in Sec. 240.12g3-
2(a) of this chapter, except that:
    (1) The inquiry as to the amount of shares represented by accounts 
of customers resident in the United States may be limited to brokers, 
dealers, banks and other nominees located in:
    (i) The United States,
    (ii) The issuer's jurisdiction of incorporation, and
    (iii) The jurisdiction that is the primary trading market for the 
issuer's voting securities, if different than the issuer's jurisdiction 
of incorporation; and
    (2) Notwithstanding Sec. 240.12g5-1(a)(8) of this chapter, the 
issuer shall not exclude securities held by persons who received the 
securities pursuant to an employee compensation plan.
    B. If, after reasonable inquiry, the issuer is unable to obtain 
information about the amount of shares represented by accounts of 
customers resident in the United States, the issuer may assume, for 
purposes of this definition, that the customers are residents of the 
jurisdiction in which the nominee has its principal place of business.
    C. Count shares of voting securities beneficially owned by residents 
of the United States as reported on reports of beneficial ownership 
provided to the issuer or filed publicly and based on information 
otherwise provided to the issuer.
    (2) In the case of a new registrant with the Commission, the 
determination of whether an issuer is a foreign private issuer shall be 
made as of a date within 30 days prior to the issuer's filing of an 
initial registration statement under either the Act or the Securities 
Exchange Act of 1934.
    (3) Once an issuer qualifies as a foreign private issuer, it will 
immediately be able to use the forms and rules designated for foreign 
private issuers until it fails to qualify for this status at the end of 
its most recently completed second fiscal quarter. An issuer's 
determination that it fails to qualify as a foreign private issuer 
governs its eligibility to use the forms and rules designated for 
foreign private issuers beginning on the first day of the fiscal year 
following the determination date. Once an issuer fails to qualify for 
foreign private issuer status, it will remain unqualified unless it 
meets the requirements for foreign private issuer status as of the last 
business day of its second fiscal quarter.
    Free writing prospectus. Except as otherwise specifically provided 
or the context otherwise requires, a free writing prospectus is any 
written communication as defined in this section that constitutes an 
offer to sell or a solicitation of an offer to buy the securities 
relating to a registered offering that is used after the registration 
statement in respect of the offering is filed (or, in the case of a 
well-known seasoned issuer, whether or not such registration statement 
is filed) and is made by means other than:
    (1) A prospectus satisfying the requirements of section 10(a) of the 
Act, Rule 430 (Sec. 230.430), Rule 430A (Sec. 230.430A), Rule 430B 
(Sec. 230.430B), Rule 430C (Sec. 230.430C), Rule 430D (Sec. 230.430D), 
or Rule 431 (Sec. 230.431);
    (2) A written communication used in reliance on Rule 167 and Rule 
426 (Sec. 230.167 and Sec. 230.426); or
    (3) A written communication that constitutes an offer to sell or 
solicitation of an offer to buy such securities that falls within the 
exception from the definition of prospectus in clause (a) of section 
2(a)(10) of the Act.
    Graphic communication. The term graphic communication, which appears 
in the definition of ``write, written'' in section 2(a)(9) of the Act 
and in the definition of written communication in this section, shall 
include all forms of electronic media, including, but not limited to, 
audiotapes, videotapes, facsimiles, CD-ROM, electronic mail,

[[Page 678]]

Internet Web sites, substantially similar messages widely distributed 
(rather than individually distributed) on telephone answering or voice 
mail systems, computers, computer networks and other forms of computer 
data compilation. Graphic communication shall not include a 
communication that, at the time of the communication, originates live, 
in real-time to a live audience and does not originate in recorded form 
or otherwise as a graphic communication, although it is transmitted 
through graphic means.
    Ineligible issuer. (1) An ineligible issuer is an issuer with 
respect to which any of the following is true as of the relevant date of 
determination:
    (i) Any issuer that is required to file reports pursuant to section 
13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 
78o(d)) that has not filed all reports and other materials required to 
be filed during the preceding 12 months (or for such shorter period that 
the issuer was required to file such reports pursuant to sections 13 or 
15(d) of the Securities Exchange Act of 1934), other than reports on 
Form 8-K (Sec. 249.308 of this chapter) required solely pursuant to an 
item specified in General Instruction I.A.3(b) of Form S-3 (Sec. 239.13 
of this chapter) (or in the case of an asset-backed issuer, to the 
extent the depositor or any issuing entity previously established, 
directly or indirectly, by the depositor (as such terms are defined in 
Item 1101 of Regulation AB (Sec. 229.1101 of this chapter) are or were 
at any time during the preceding 12 calendar months required to file 
reports pursuant to section 13 or 15(d) of the Securities Exchange Act 
of 1934 with respect to a class of asset-backed securities involving the 
same asset class, such depositor and each such issuing entity must have 
filed all reports and other material required to be filed for such 
period (or such shorter period that each such entity was required to 
file such reports), other than reports on Form 8-K required solely 
pursuant to an item specified in General Instruction I.A.2 of Form SF-
3);
    (ii) The issuer is, or during the past three years the issuer or any 
of its predecessors was:
    (A) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (B) A shell company, other than a business combination related shell 
company, each as defined in this section;
    (C) An issuer in an offering of penny stock as defined in Rule 3a51-
1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter);
    (iii) The issuer is a limited partnership that is offering and 
selling its securities other than through a firm commitment 
underwriting;
    (iv) Within the past three years, a petition under the federal 
bankruptcy laws or any state insolvency law was filed by or against the 
issuer, or a court appointed a receiver, fiscal agent or similar officer 
with respect to the business or property of the issuer subject to the 
following:
    (A) In the case of an involuntary bankruptcy in which a petition was 
filed against the issuer, ineligibility will occur upon the earlier to 
occur of:
    (1) 90 days following the date of the filing of the involuntary 
petition (if the case has not been earlier dismissed); or
    (2) The conversion of the case to a voluntary proceeding under 
federal bankruptcy or state insolvency laws; and
    (B) Ineligibility will terminate under this paragraph (1)(iv) if an 
issuer has filed an annual report with audited financial statements 
subsequent to its emergence from that bankruptcy, insolvency, or 
receivership process;
    (v) Within the past three years, the issuer or any entity that at 
the time was a subsidiary of the issuer was convicted of any felony or 
misdemeanor described in paragraphs (i) through (iv) of section 
15(b)(4)(B) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(b)(4)(B)(i) through (iv));
    (vi) Within the past three years (but in the case of a decree or 
order agreed to in a settlement, not before December 1, 2005), the 
issuer or any entity that at the time was a subsidiary of the issuer was 
made the subject of any judicial or administrative decree or order 
arising out of a governmental action that:
    (A) Prohibits certain conduct or activities regarding, including 
future violations of, the anti-fraud provisions of the federal 
securities laws;

[[Page 679]]

    (B) Requires that the person cease and desist from violating the 
anti-fraud provisions of the federal securities laws; or
    (C) Determines that the person violated the anti-fraud provisions of 
the federal securities laws;
    (vii) The issuer has filed a registration statement that is the 
subject of any pending proceeding or examination under section 8 of the 
Act or has been the subject of any refusal order or stop order under 
section 8 of the Act within the past three years; or
    (viii) The issuer is the subject of any pending proceeding under 
section 8A of the Act in connection with an offering.
    (2) An issuer shall not be an ineligible issuer if the Commission 
determines, upon a showing of good cause, that it is not necessary under 
the circumstances that the issuer be considered an ineligible issuer. 
Any such determination shall be without prejudice to any other action by 
the Commission in any other proceeding or matter with respect to the 
issuer or any other person.
    (3) The date of determination of whether an issuer is an ineligible 
issuer is as follows:
    (i) For purposes of determining whether an issuer is a well-known 
seasoned issuer, at the date specified for purposes of such 
determination in paragraph (2) of the definition of well-known seasoned 
issuer in this section; and
    (ii) For purposes of determining whether an issuer or offering 
participant may use free writing prospectuses in respect of an offering 
in accordance with the provisions of Rules 164 and 433 (Sec. 230.164 and 
Sec. 230.433), at the date in respect of the offering specified in 
paragraph (h) of Rule 164.
    Majority-owned subsidiary. The term majority-owned subsidiary means 
a subsidiary more than 50 percent of whose outstanding securities 
representing the right, other than as affected by events of default, to 
vote for the election of directors, is owned by the subsidiary's parent 
and/or one or more of the parent's other majority-owned subsidiaries.
    Material. The term material, when used to qualify a requirement for 
the furnishing of information as to any subject, limits the information 
required to those matters to which there is a substantial likelihood 
that a reasonable investor would attach importance in determining 
whether to purchase the security registered.
    Officer. The term officer means a president, vice president, 
secretary, treasurer or principal financial officer, comptroller or 
principal accounting officer, and any person routinely performing 
corresponding functions with respect to any organization whether 
incorporated or unincorporated.
    Parent. A parent of a specified person is an affiliate controlling 
such person directly, or indirectly through one or more intermediaries.
    Predecessor. The term predecessor means a person the major portion 
of the business and assets of which another person acquired in a single 
succession, or in a series of related successions in each of which the 
acquiring person acquired the major portion of the business and assets 
of the acquired person.
    Principal underwriter. The term principal underwriter means an 
underwriter in privity of contract with the issuer of the securities as 
to which he is underwriter, the term issuer having the meaning given in 
sections 2(4) and 2(11) of the Act.
    Promoter. (1) The term promoter includes:
    (i) Any person who, acting alone or in conjunction with one or more 
other persons, directly or indirectly takes initiative in founding and 
organizing the business or enterprise of an issuer; or
    (ii) Any person who, in connection with the founding and organizing 
of the business or enterprise of an issuer, directly or indirectly 
receives in consideration of services or property, or both services and 
property, 10 percent or more of any class of securities of the issuer or 
10 percent or more of the proceeds from the sale of any class of such 
securities. However, a person who receives such securities or proceeds 
either solely as underwriting commissions or solely in consideration of 
property shall not be deemed a promoter within the meaning of this 
paragraph if such person does not otherwise take

[[Page 680]]

part in founding and organizing the enterprise.
    (2) All persons coming within the definition of promoter in 
paragraph (1) of this definition may be referred to as founders or 
organizers or by another term provided that such term is reasonably 
descriptive of those persons' activities with respect to the issuer.
    Prospectus. Unless otherwise specified or the context otherwise 
requires, the term prospectus means a prospectus meeting the 
requirements of section 10(a) of the Act.
    Registrant. The term registrant means the issuer of the securities 
for which the registration statement is filed.
    Share. The term share means a share of stock in a corporation or 
unit of interest in an unincorporated person.
    Shell company. The term shell company means a registrant, other than 
an asset-backed issuer as defined in Item 1101(b) of Regulation AB 
(Sec. 229.1101(b) of this chapter), that has:
    (1) No or nominal operations; and
    (2) Either:
    (i) No or nominal assets;
    (ii) Assets consisting solely of cash and cash equivalents; or
    (iii) Assets consisting of any amount of cash and cash equivalents 
and nominal other assets.

    Note: For purposes of this definition, the determination of a 
registrant's assets (including cash and cash equivalents) is based 
solely on the amount of assets that would be reflected on the 
registrant's balance sheet prepared in accordance with generally 
accepted accounting principles on the date of that determination.

    Significant subsidiary. The term significant subsidiary means a 
subsidiary, including its subsidiaries, which meets any of the following 
conditions:
    (1) The registrant's and its other subsidiaries' investments in and 
advances to the subsidiary exceed 10 percent of the total assets of the 
registrant and its subsidiaries consolidated as of the end of the most 
recently completed fiscal year (for a proposed business combination to 
be accounted for as a pooling of interests, this condition is also met 
when the number of common shares exchanged or to be exchanged by the 
registrant exceeds 10 percent of its total common shares outstanding at 
the date the combination is initiated); or
    (2) The registrant's and its other subsidiaries' proportionate share 
of the total assets (after intercompany eliminations) of the subsidiary 
exceeds 10 percent of the total assets of the registrants and its 
subsidiaries consolidated as of the end of the most recently completed 
fiscal year; or
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes, extraordinary 
items and cumulative effect of a change in accounting principle of the 
subsidiary exceeds 10 percent of such income of the registrant and its 
subsidiaries consolidated for the most recently completed fiscal year.

    Computational note. For purposes of making the prescribed income 
test the following guidance should be applied:
    1. When a loss has been incurred by either the parent and its 
subsidiaries consolidated or the tested subsidiary, but not both, the 
equity in the income or loss of the tested subsidiary should be excluded 
from the income of the registrant and its subsidiaries consolidated for 
purposes of the computation.
    2. If income of the registrant and its subsidiaries consolidated for 
the most recent fiscal year is at least 10 percent lower than the 
average of the income for the last five fiscal years, such average 
income should be substituted for purposes of the computation. Any loss 
years should be omitted for purposes of computing average income.

    Smaller reporting company: As used in this part, the term smaller 
reporting company means an issuer that is not an investment company, an 
asset-backed issuer (as defined in Sec. 229.1101 of this chapter), or a 
majority-owned subsidiary of a parent that is not a smaller reporting 
company and that:
    (1) Had a public float of less than $75 million as of the last 
business day of its most recently completed second fiscal quarter, 
computed by multiplying the aggregate worldwide number of shares of its 
voting and non-voting common equity held by non-affiliates by the price 
at which the common equity was last sold, or the average of the bid and 
asked prices of common equity, in the principal market for the common 
equity; or
    (2) In the case of an initial registration statement under the 
Securities Act or Exchange Act for shares of its

[[Page 681]]

common equity, had a public float of less than $75 million as of a date 
within 30 days of the date of the filing of the registration statement, 
computed by multiplying the aggregate worldwide number of such shares 
held by non-affiliates before the registration plus, in the case of a 
Securities Act registration statement, the number of such shares 
included in the registration statement by the estimated public offering 
price of the shares; or
    (3) In the case of an issuer whose public float as calculated under 
paragraph (1) or (2) of this definition was zero, had annual revenues of 
less than $50 million during the most recently completed fiscal year for 
which audited financial statements are available.
    (4) Determination: Whether or not an issuer is a smaller reporting 
company is determined on an annual basis.
    (i) For issuers that are required to file reports under section 
13(a) or 15(d) of the Exchange Act, the determination is based on 
whether the issuer came within the definition of smaller reporting 
company using the amounts specified in paragraph (f)(2)(iii) of Item 10 
of Regulation S-K (Sec. 229.10(f)(1)(i) of this chapter), as of the last 
business day of the second fiscal quarter of the issuer's previous 
fiscal year. An issuer in this category must reflect this determination 
in the information it provides in its quarterly report on Form 10-Q for 
the first fiscal quarter of the next year, indicating on the cover page 
of that filing, and in subsequent filings for that fiscal year, whether 
or not it is a smaller reporting company, except that, if a 
determination based on public float indicates that the issuer is newly 
eligible to be a smaller reporting company, the issuer may choose to 
reflect this determination beginning with its first quarterly report on 
Form 10-Q following the determination, rather than waiting until the 
first fiscal quarter of the next year.
    (ii) For determinations based on an initial Securities Act or 
Exchange Act registration statement under paragraph (f)(1)(ii) of Item 
10 of Regulation S-K (Sec. 229.10(f)(1)(ii) of this chapter), the issuer 
must reflect the determination in the information it provides in the 
registration statement and must appropriately indicate on the cover page 
of the filing, and subsequent filings for the fiscal year in which the 
filing is made, whether or not it is a smaller reporting company. The 
issuer must redetermine its status at the end of its second fiscal 
quarter and then reflect any change in status as provided in paragraph 
(4)(i) of this definition. In the case of a determination based on an 
initial Securities Act registration statement, an issuer that was not 
determined to be a smaller reporting company has the option to 
redetermine its status at the conclusion of the offering covered by the 
registration statement based on the actual offering price and number of 
shares sold.
    (iii) Once an issuer fails to qualify for smaller reporting company 
status, it will remain unqualified unless it determines that its public 
float, as calculated in accordance with paragraph (f)(1) of this 
definition, was less than $50 million as of the last business day of its 
second fiscal quarter or, if that calculation results in zero because 
the issuer had no public equity outstanding or no market price for its 
equity existed, if the issuer had annual revenues of less than $40 
million during its previous fiscal year.
    Subsidiary. A subsidiary of a specified person is an affiliate 
controlled by such person directly, or indirectly through one or more 
intermediaries. (See also majority owned subsidiary, significant 
subsidiary, totally held subsidiary, and wholly owned subsidiary.)
    Succession. The term succession means the direct acquisition of the 
assets comprising a going business, whether by merger, consolidation, 
purchase, or other direct transfer. The term does not include the 
acquisition of control of a business unless followed by the direct 
acquisition of its assets. The terms succeed and successor have meanings 
correlative to the foregoing.
    Totally held subsidiary. The term totally held subsidiary means a 
subsidiary (1) substantially all of whose outstanding securities are 
owned by its parent and/or the parent's other totally held subsidiaries, 
and (2) which is not indebted to any person other than its parent and/or 
the parent's other totally held subsidiaries in an amount which is 
material in relation to the particular

[[Page 682]]

subsidiary, excepting indebtedness incurred in the ordinary course of 
business which is not overdue and which matures within one year from the 
date of its creation, whether evidenced by securities or not.
    Voting securities. The term voting securities means securities the 
holders of which are presently entitled to vote for the election of 
directors.
    Well-known seasoned issuer. A well-known seasoned issuer is an 
issuer that, as of the most recent determination date determined 
pursuant to paragraph (2) of this definition:
    (1)(i) Meets all the registrant requirements of General Instruction 
I.A. of Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this 
chapter) and either:
    (A) As of a date within 60 days of the determination date, has a 
worldwide market value of its outstanding voting and non-voting common 
equity held by non-affiliates of $700 million or more; or
    (B)(1) As of a date within 60 days of the determination date, has 
issued in the last three years at least $1 billion aggregate principal 
amount of non-convertible securities, other than common equity, in 
primary offerings for cash, not exchange, registered under the Act; and
    (2) Will register only non-convertible securities, other than common 
equity, and full and unconditional guarantees permitted pursuant to 
paragraph (1)(ii) of this definition unless, at the determination date, 
the issuer also is eligible to register a primary offering of its 
securities relying on General Instruction I.B.1. of Form S-3 or Form F-
3.
    (3) Provided that as to a parent issuer only, for purposes of 
calculating the aggregate principal amount of outstanding non-
convertible securities under paragraph (1)(i)(B)(1) of this definition, 
the parent issuer may include the aggregate principal amount of non-
convertible securities, other than common equity, of its majority-owned 
subsidiaries issued in registered primary offerings for cash, not 
exchange, that it has fully and unconditionally guaranteed, within the 
meaning of Rule 3-10 of Regulation S-X (Sec. 210.3-10 of this chapter) 
in the last three years; or
    (ii) Is a majority-owned subsidiary of a parent that is a well-known 
seasoned issuer pursuant to paragraph (1)(i) of this definition and, as 
to the subsidiaries' securities that are being or may be offered on that 
parent's registration statement:
    (A) The parent has provided a full and unconditional guarantee, as 
defined in Rule 3-10 of Regulation S-X, of the payment obligations on 
the subsidiary's securities and the securities are non-convertible 
securities, other than common equity;
    (B) The securities are guarantees of:
    (1) Non-convertible securities, other than common equity, of its 
parent being registered; or
    (2) Non-convertible securities, other than common equity, of another 
majority-owned subsidiary being registered where there is a full and 
unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of 
such non-convertible securities by the parent; or
    (C) The securities of the majority-owned subsidiary meet the 
conditions of General Instruction I.B.2 of Form S-3 or Form F-3.
    (iii) Is not an ineligible issuer as defined in this section.
    (iv) Is not an asset-backed issuer as defined in Item 1101 of 
Regulation AB (Sec. 229.1101(b) of this chapter).
    (v) Is not an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business development 
company as defined in section 2(a)(48) of the Investment Company Act of 
1940 (15 U.S.C. 80a-2(a)(48)).
    (2) For purposes of this definition, the determination date as to 
whether an issuer is a well-known seasoned issuer shall be the latest 
of:
    (i) The time of filing of its most recent shelf registration 
statement; or
    (ii) The time of its most recent amendment (by post-effective 
amendment, incorporated report filed pursuant to section 13 or 15(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) of this 
chapter), or form of prospectus) to a shelf registration statement for 
purposes of complying with section 10(a)(3) of the Act (or if such 
amendment has not been made within the time period required by section 
10(a)(3) of the Act, the date on which such amendment is required); or

[[Page 683]]

    (iii) In the event that the issuer has not filed a shelf 
registration statement or amended a shelf registration statement for 
purposes of complying with section 10(a)(3) of the Act for sixteen 
months, the time of filing of the issuer's most recent annual report on 
Form 10-K (Sec. 249.310 of this chapter) or Form 20-F (Sec. 249.220f of 
this chapter) (or if such report has not been filed by its due date, 
such due date).
    Wholly owned subsidiary. The term wholly owned subsidiary means a 
subsidiary substantially all of whose outstanding voting securities are 
owned by its parent and/or the parent's other wholly owned subsidiaries.
    Written communication. Except as otherwise specifically provided or 
the context otherwise requires, a written communication is any 
communication that is written, printed, a radio or television broadcast, 
or a graphic communication as defined in this section.

    Note: Note to definition of ``written communication.''
    A communication that is a radio or television broadcast is a written 
communication regardless of the means of transmission of the broadcast.

[47 FR 11435, Mar. 16, 1982]

    Editorial Note: For Federal Register citations affecting 
Sec. 230.405, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 230.406  Confidential treatment of information filed with the
Commission.

    Preliminary Notes: (1) Confidential treatment of supplemental 
information or other information not required to be filed under the Act 
should be requested under 17 CFR 200.83 and not under this rule.
    (2) All confidential treatment requests shall be submitted in paper 
format only, whether or not the filer is an electronic filer. See Rule 
101(c)(1)(i) of Regulation S-T (Sec. 232.101(c)(1)(i) of this chapter).

    (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 procedure in paragraph (b) of this section, 
which shall be the exclusive means of requesting confidential treatment 
of information included in any document (hereinafter referred to as the 
material filed) required to be filed under the Act, except that if the 
material filed is a registration statement on Form S-8 (Sec. 239.16b of 
this chapter) or on Form S-3, F-2, F-3 (Sec. 239.13, Sec. 239.32 or 
Sec. 239.33 of this chapter) relating to a dividend or interest 
reinvestment plan, or on Form S-4 (Sec. 239.25 of this chapter) 
complying with General Instruction G of that Form or if the material 
filed is a registration statement that does not contain a delaying 
amendment pursuant to Rule 473 (Sec. 230.473 of this chapter), the 
person shall comply with the procedure in paragraph (b) prior to the 
filing of a registration statement.
    (b) The person shall omit from the material filed the portion 
thereof which it desires to keep undisclosed (hereinafter called the 
confidential portion). In lieu thereof, the person shall indicate at the 
appropriate place in the material filed that the confidential portion 
has been so omitted and filed separately with the Commission. The person 
shall file with the material filed:
    (1) One copy of the confidential portion, marked ``Confidential 
Treatment,'' of the material filed with the Commission. The copy shall 
contain an appropriate identification of the item or other requirement 
involved and, notwithstanding that the confidential portion does not 
constitute the whole of the answer or required disclosure, the entire 
answer or required disclosure, except that in the case where the 
confidential portion is part of a financial statement or schedule, only 
the particular financial statement or schedule need be included. The 
copy of the confidential portion shall be in the same form as the 
remainder of the material filed;
    (2) An application making objection to the disclosure of the 
confidential portion. Such application shall be on a sheet or sheets 
separate from the confidential portion, and shall contain:
    (i) An identification of the portion;
    (ii) A statement of the grounds of the objection referring to and 
analyzing the applicable exemption(s) from disclosure under Sec. 200.80 
of this chapter, the Commission's rule adopted under the Freedom of 
Information Act (5 U.S.C. 552), and a justification of the

[[Page 684]]

period of time for which confidential treatment is sought;
    (iii) A detailed explanation of why, based on the facts and 
circumstances of the particular case, disclosure of the information is 
unnecessary for the protection of investors;
    (iv) A written consent to the furnishing of the confidential portion 
to other government agencies, offices, or bodies and to the Congress; 
and
    (v) The name, address and telephone number of the person to whom all 
notices and orders issued under this rule at any time should be 
directed.
    (3) The copy of the confidential portion and the application filed 
in accordance with this paragraph (b) shall be enclosed in a separate 
envelope marked ``Confidential Treatment'' and addressed to The 
Secretary, Securities and Exchange Commission, Washington, DC 20549.
    (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.
    (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, and a notation to that effect will be made 
at the appropriate place in the material filed. Such a determination 
will not preclude reconsideration whenever appropriate, such as upon 
receipt of any subsequent request under the Freedom of Information Act 
and, if appropriate, revocation of the confidential status of all or a 
portion of the information in question.
    (e) If the Commission denies the application, or the Division, 
acting pursuant to delegated authority, denies the application and 
Commission review is not sought pursuant to Sec. 201.431 of this 
chapter, confirmed telegraphic notice of the order of denial will be 
sent to the person named in the application pursuant to paragraph 
(b)(2)(v) of this section. In such case, if the material filed may be 
withdrawn pursuant to an applicable statute, rule, or regulation, the 
registrant shall have the right to withdraw the material filed in 
accordance with the terms of the applicable statute, rule, or 
regulation, but without the necessity of stating any grounds for the 
withdrawal or of obtaining the further assent of the Commission. In the 
event of such withdrawal, the confidential portion will be returned to 
the registrant. If the material filed may not be so withdrawn, the 
confidential portion will be made available for public inspection in the 
same manner as if confidential treatment had been revoked under 
paragraph (h) of this section.
    (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 as part of the material filed, and the 
registrant shall amend the material filed to include all information 
required to be set forth in regard to such confidential portion.
    (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 section will be so informed by registered or certified 
mail. Pursuant to Sec. 201.431 of this chapter, persons making objection 
to disclosure may petition the Commission for review of a determination 
by the Division revoking confidential treatment.
    (h) Upon revocation of confidential treatment, the confidential 
portion shall be made available to the public at the time and according 
to the conditions specified in paragraphs (h) (1)-(2):
    (1) Upon the lapse of five days after the dispatch of notice by 
registered or certified mail of a determination disallowing an 
objection, if prior to the lapse of such five days the person shall not 
have communicated to the Secretary of the Commission his intention to 
seek review by the Commission under Sec. 201.431 of this chapter of the 
determination made by the Division; or
    (2) If such a petition for review shall have been filed under 
Sec. 201.431 of this chapter, upon final disposition adverse to the 
petitioner.
    (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.

[49 FR 13336, Apr. 4, 1984, as amended at 50 FR 19000, May 6, 1985; 58 
FR 14669, 14670, Mar. 18, 1993; 60 FR 32824, June 23, 1995; 60 FR 47692, 
Sept. 14, 1995; 61 FR 30402, June 14, 1996]

[[Page 685]]



Sec. 230.408  Additional information.

    (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, as may be necessary to make the required 
statements, in the light of the circumstances under which they are made, 
not misleading.
    (b) Notwithstanding paragraph (a) of this section, unless otherwise 
required to be included in the registration statement, the failure to 
include in a registration statement information included in a free 
writing prospectus will not, solely by virtue of inclusion of the 
information in a free writing prospectus (as defined in Rule 405 
(Sec. 230.405)), be considered an omission of material information 
required to be included in the registration statement.

[Reg. C, 12 FR 4072, June 24, 1947, as amended at 70 FR 44811, Aug. 3, 
2005]



Sec. 230.409  Information unknown or not reasonably available.

    Information required need be given only insofar as it is known or 
reasonably available to the registrant. If any required information is 
unknown and not reasonably available to the registrant, either because 
the obtaining thereof could involve unreasonable effort or expense, or 
because it rests peculiarly within the knowledge of another person not 
affiliated with the registrant, the information may be omitted, subject 
to the following conditions:
    (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 thereof.
    (b) The registrant shall include a statement either showing that 
unreasonable effort or expense would be involved or indicating the 
absence of any affiliation with the person within whose knowledge the 
information rests and stating the result of a request made to such 
person for the information.

[Reg. C, 12 FR 4072, June 24, 1947, as amended at 14 FR 91, Jan. 7, 
1949]



Sec. 230.410  Disclaimer of control.

    If the existence of control is open to reasonable doubt in any 
instance, the registrant may disclaim the existence of control and any 
admission thereof; in such case, however, the registrant shall state the 
material facts pertinent to the possible existence of control.

[Reg. C, 12 FR 4073, June 24, 1947]



Sec. 230.411  Incorporation by reference.

    (a) Prospectus. Except as provided by this section, Item 1100(c) of 
Regulation AB (Sec. 229.1100(c) of this chapter) for registered 
offerings of asset-backed securities, or unless otherwise provided in 
the appropriate form, information shall not be incorporated by reference 
in a prospectus. Where a summary or outline of the provisions of any 
document is required in the prospectus, the summary or outline may 
incorporate by reference particular items, sections or paragraphs of any 
exhibit and may be qualified in its entirety by such reference.
    (b) Information not required in a prospectus. Except for exhibits 
covered by paragraph (c) of this section, information may be 
incorporated by reference in answer, or partial answer, to any item that 
calls for information not required to be included in a prospectus 
subject to the following provisions:
    (1) Non-financial information may be incorporated by reference to 
any document;
    (2) Financial information may be incorporated by reference to any 
document, provided any financial statement so incorporated meets the 
requirements of the forms on which the statement is filed. Financial 
statements or other financial data required to be given in comparative 
form for two or more fiscal years or periods shall not be incorporated 
by reference unless the information incorporated by reference includes 
the entire period for which the comparative data is given;
    (3) Information contained in any part of the registration statement, 
including the prospectus, may be incorporated by reference in answer, or 
partial answer, to any item that calls for information not required to 
be included in the prospectus; and

[[Page 686]]

    (4) Unless the information is incorporated by reference to a 
document which complies with the time limitations of Sec. 228.10(f) and 
Sec. 229.10(d) of this chapter, then the document, or part thereof, 
containing the incorporated information is required to be filed as an 
exhibit.
    (c) Exhibits. Any document or part thereof filed with the Commission 
pursuant to any Act administered by the Commission may, subject to the 
limitations of Sec. 228.10(f) and Sec. 229.11(d) of this chapter, be 
incorporated by reference as an exhibit to any registration statement. 
If any modification has occurred in the text of any document 
incorporated by reference since the filing thereof, the registrant shall 
file with the reference a statement containing the text of such 
modification and the date thereof.
    (d) General. Any incorporation by reference of information pursuant 
to this section shall be subject to the provisions of Rule 24 of the 
Commission's Rules of Practice restricting incorporation by reference of 
documents which incorporate by reference other information. Information 
incorporated by reference shall be clearly identified in the reference 
by page, paragraph, caption or otherwise. If the information is 
incorporated by reference to a previously filed document, the file 
number of such document shall be included. Where only certain pages of a 
document are incorporated by reference and filed with the statement, the 
document from which the information is taken shall be clearly identified 
in the reference. An express statement that the specified matter is 
incorporated by reference shall be made at the particular place in the 
registration statement where the information is required. Information 
shall not be incorporated by reference in any case where such 
incorporation would render the statement incomplete, unclear or 
confusing.

[47 FR 11437, Mar. 16, 1982, as amended at 60 FR 32824, June 23, 1995; 
70 FR 1616, Jan. 7, 2005]



Sec. 230.412  Modified or superseded documents.

    (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 prospectus that is part of the registration statement 
shall be deemed to be modified or superseded for purposes of the 
registration statement or the prospectus that is part of the 
registration statement to the extent that a statement contained in the 
prospectus that is part of the registration statement or in any other 
subsequently filed document which also is or is deemed to be 
incorporated by reference or deemed to be part of the registration 
statement or prospectus that is part of the registration statement 
modifies or replaces such statement. Any statement contained in a 
document that is deemed to be incorporated by reference or deemed to be 
part of a registration statement or the prospectus that is part of the 
registration statement after the most recent effective date or after the 
date of the most recent prospectus that is part of the registration 
statement may modify or replace existing statements contained in the 
registration statement or the prospectus that is part of the 
registration statement.
    (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 forth in the document which is not so modified or 
superseded. The making of a modifying or superseding statement shall not 
be deemed an admission that the modified or superseded statement, when 
made, constituted an untrue statement of a material fact, an omission to 
state a material fact necessary to make a statement not misleading, or 
the employment of a manipulative, deceptive, or fraudulent device, 
contrivance, scheme, transaction, act, practice, course of business or 
artifice to defraud, as those terms are used in the Act, the Securities 
Exchange Act of 1934, the Investment Company Act of 1940, or the rules 
and regulations thereunder.
    (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. Any statement so superseded shall not be deemed to 
constitute a

[[Page 687]]

part of the registration statement or the prospectus for purposes of the 
Act.

[47 FR 11438, Mar. 16, 1982, as amended at 70 FR 44811, Aug. 3, 2005; 76 
FR 71876, Nov. 21, 2011]



Sec. 230.413  Registration of additional securities and additional 
classes of securities.

    (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 statement is already in effect, the registration of 
additional securities shall only be effected through a separate 
registration statement relating to the additional securities.
    (b) Notwithstanding paragraph (a) of this section, the following 
additional securities or additional classes of securities may be added 
to an automatic shelf registration statement already in effect by filing 
a post-effective amendment to that automatic shelf registration 
statement:
    (1) Securities of a class different than those registered on the 
effective automatic shelf registration statement identified as provided 
in Rule 430B(a) (Sec. 230.430B(a)); or
    (2) Securities of a majority-owned subsidiary that are permitted to 
be included in an automatic shelf registration statement, provided that 
the subsidiary and the securities are identified as provided in Rule 
430B and the subsidiary satisfies the signature requirements of an 
issuer in the post-effective amendment.

[70 FR 44811, Aug. 3, 2005]



Sec. 230.414  Registration by certain successor issuers.

    If any issuer, except a foreign issuer exempted by Rule 3a12-3 (17 
CFR 240.3a12-3), incorporated under the laws of any State or foreign 
government and having securities registered under the Act has been 
succeeded by an issuer incorporated under the laws of another State or 
foreign government for the purpose of changing the State or country of 
incorporation of the enterprises, or if any issuer has been succeeded by 
an issuer for the purpose of changing its form of organization, the 
registration statement of the predecessor issuer shall be deemed the 
registration statement of the successor issuer for the purpose of 
continuing the offering provided:
    (a) Immediately prior to the succession the successor issuer had no 
assets or liabilities other than nominal assets or liabilities;
    (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 successor issuer acquired all of the assets and assumed 
all of the liabilities and obligations of the predecessor issuer;
    (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 Securities Exchange Act of 1934 or 
section 20(a) of the Investment Company Act of 1940 or information was 
furnished to security holders pursuant to section 14(c) of the 
Securities Exchange Act of 1934; and
    (d) The successor issuer has filed an amendment to the registration 
statement of the predecessor issuer expressly adopting such statements 
as its own registration statement for all purposes of the Act and the 
Securities Exchange Act of 1934 and setting forth any additional 
information necessary to reflect any material changes made in connection 
with or resulting from the succession, or necessary to keep the 
registration statement from being misleading in any material respect, 
and such amendment has become effective.

[47 FR 11438, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]



Sec. 230.415  Delayed or continuous offering and sale of securities.

    (a) Securities may be registered for an offering to be made on a 
continuous or delayed basis in the future, Provided, That:
    (1) The registration statement pertains only to:
    (i) Securities which are to be offered or sold solely by or on 
behalf of a person or persons other than the registrant, a subsidiary of 
the registrant or a person of which the registrant is a subsidiary;

[[Page 688]]

    (ii) Securities which are to be offered and sold pursuant to a 
dividend or interest reinvestment plan or an employee benefit plan of 
the registrant;
    (iii) Securities which are to be issued upon the exercise of 
outstanding options, warrants or rights;
    (iv) Securities which are to be issued upon conversion of other 
outstanding securities;
    (v) Securities which are pledged as collateral;
    (vi) Securities which are registered on Form F-6 (Sec. 239.36 of 
this chapter);
    (vii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) 
registered (or qualified to be registered) on Form SF-3 (Sec. 239.45 of 
this chapter) which are to be offered and sold on an immediate or 
delayed basis by or on behalf of the registrant;

    Instruction to paragraph (a)(1)(vii): The requirements of General 
Instruction I.B.1 of Form SF-3 (Sec. 239.45 of this chapter) must be met 
for any offerings of an asset-backed security (as defined in 17 CFR 
229.1101(c)) registered in reliance on this paragraph (a)(1)(vii).

    (viii) Securities which are to be issued in connection with business 
combination transactions;
    (ix) Securities, other than asset-backed securities (as defined in 
17 CFR 229.1101(c)), the offering of which will be commenced promptly, 
will be made on a continuous basis and may continue for a period in 
excess of 30 days from the date of initial effectiveness;
    (x) Securities registered (or qualified to be registered) on Form S-
3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter) which are to 
be offered and sold on an immediate, continuous or delayed basis by or 
on behalf of the registrant, a majority-owned subsidiary of the 
registrant or a person of which the registrant is a majority-owned 
subsidiary; or
    (xi) Shares of common stock which are to be offered and sold on a 
delayed or continuous basis by or on behalf of a registered closed-end 
management investment company or business development company that makes 
periodic repurchase offers pursuant to Sec. 270.23c-3 of this chapter.
    (xii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) 
that are to be offered and sold on a continuous basis if the offering is 
commenced promptly and being conducted on the condition that the 
consideration paid for such securities will be promptly refunded to the 
purchaser unless:
    (A) All of the securities being offered are sold at a specified 
price within a specified time; and
    (B) The total amount due to the seller is received by him by a 
specified date.
    (2) Securities in paragraph (a)(1)(viii) of this section and 
securities in paragraph (a)(1)(ix) of this section that are not 
registered on Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this 
chapter) may only be registered in an amount which, at the time the 
registration statement becomes effective, is reasonably expected to be 
offered and sold within two years from the initial effective date of the 
registration.
    (3) The registrant furnishes the undertakings required by Item 
512(a) of Regulation S-K (Sec. 229.512(a) of this chapter), except that 
a registrant that is an investment company filing on Form N-2 must 
furnish the undertakings required by Item 34.4 of Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter).
    (4) In the case of a registration statement pertaining to an at the 
market offering of equity securities by or on behalf of the registrant, 
the offering must come within paragraph (a)(1)(x) of this section. As 
used in this paragraph, the term ``at the market offering'' means an 
offering of equity securities into an existing trading market for 
outstanding shares of the same class at other than a fixed price.
    (5) Securities registered on an automatic shelf registration 
statement and securities described in paragraphs (a)(1)(vii), (ix), and 
(x) of this section may be offered and sold only if not more than three 
years have elapsed since the initial effective date of the registration 
statement under which they are being offered and sold, provided, 
however, that if a new registration statement has been filed pursuant to 
paragraph (a)(6) of this section:
    (i) If the new registration statement is an automatic shelf 
registration statement, it shall be immediately effective pursuant to 
Rule 462(e) (Sec. 230.462(e)); or

[[Page 689]]

    (ii) If the new registration statement is not an automatic shelf 
registration statement:
    (A) Securities covered by the prior registration statement may 
continue to be offered and sold until the earlier of the effective date 
of the new registration statement or 180 days after the third 
anniversary of the initial effective date of the prior registration 
statement; and
    (B) A continuous offering of securities covered by the prior 
registration statement that commenced within three years of the initial 
effective date may continue until the effective date of the new 
registration statement if such offering is permitted under the new 
registration statement.
    (6) Prior to the end of the three-year period described in paragraph 
(a)(5) of this section, an issuer may file a new registration statement 
covering securities described in such paragraph (a)(5) of this section, 
which may, if permitted, be an automatic shelf registration statement. 
The new registration statement and prospectus included therein must 
include all the information that would be required at that time in a 
prospectus relating to all offering(s) that it covers. Prior to the 
effective date of the new registration statement (including at the time 
of filing in the case of an automatic shelf registration statement), the 
issuer may include on such new registration statement any unsold 
securities covered by the earlier registration statement by identifying 
on the bottom of the facing page of the new registration statement or 
latest amendment thereto the amount of such unsold securities being 
included and any filing fee paid in connection with such unsold 
securities, which will continue to be applied to such unsold securities. 
The offering of securities on the earlier registration statement will be 
deemed terminated as of the date of effectiveness of the new 
registration statement.
    (b) This section shall not apply to any registration statement 
pertaining to securities issued by a face-amount certificate company or 
redeemable securities issued by an open-end management company or unit 
investment trust under the Investment Company Act of 1940 or any 
registration statement filed by any foreign government or political 
subdivision thereof.

[48 FR 52896, Nov. 23, 1983, as amended at 59 FR 43470, Aug. 24, 1994; 
70 FR 44812, Aug. 3, 2005; 73 FR 968, Jan. 4, 2008; 79 FR 57329, Sept. 
24, 2014]



Sec. 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.

    (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 offered or issued to prevent dilution resulting from 
stock splits, stock dividends, or similar transactions, such 
registration statement shall, unless otherwise expressly provided, be 
deemed to cover the additional securities to be offered or issued in 
connection with any such provision.
    (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 issuable as a result of a stock split or stock 
dividend, the registration statement shall, unless otherwise expressly 
provided therein, be deemed to cover such additional securities 
resulting from the split of, or the stock dividend on, the registered 
securities. If prior to completion of the distribution of the securities 
covered by a registration statement, all the securities of a class which 
includes the registered securities are combined by a reverse split into 
a lesser amount of securities of the same class, the amount of 
undistributed securities of such class deemed to be covered by the 
registration statement shall be proportionately reduced. If paragraph 
(a) of this section is not applicable, the registration statement shall 
be amended prior to the offering of such additional or lesser amount of 
securities to reflect the change in the amount of securities registered.
    (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 constitute separate securities required to be 
registered under the Act, such registration statement shall be

[[Page 690]]

deemed to register an indeterminate amount of such plan interests.

[30 FR 13824, Oct. 30, 1965, as amended at 55 FR 23923, June 13, 1990]



Sec. 230.417  Date of financial statements.

    Whenever financial statements of any person are required to be 
furnished as of a date within a specified period prior to the date of 
filing the registration statement and the last day of such period falls 
on a Saturday, Sunday, or holiday, such registration statement may be 
filed on the first business day following the last day of the specified 
period.

[22 FR 2328, Apr. 9, 1957]



Sec. 230.418  Supplemental information.

    (a) The Commission or its staff may, where it is deemed appropriate, 
request supplemental information concerning the registrant, the 
registration statement, the distribution of the securities, market 
activities and underwriters' activities. Such information includes, but 
is not limited to, the following items which the registrant should be 
prepared to furnish promptly upon request:
    (1)(i) Any reports or memoranda which have been prepared for 
external use by the registrant or a principal underwriter, as defined in 
Rule 405 (Sec. 230.405), in connection with the proposed offering;
    (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 each class of persons who have received or will 
receive such reports or memoranda and the number of copies distributed 
to each such class;
    (2) In the case of a registration statement relating to a business 
combination as defined in Rule 145(a) (17 CFR 230.145(a)), exchange 
offer, tender offer or similar transaction, any feasibility studies, 
management analyses, fairness opinions or similar reports prepared by or 
for any of the parties to the subject transaction in connection with 
such transaction;
    (3) Except in the case of a registrant eligible to use Form S-3 
(Sec. 239.13 of this chapter), any engineering, management or similar 
reports or memoranda relating to broad aspects of the business, 
operations or products of the registrant, which have been prepared 
within the past twelve months for or by the registrant and any affiliate 
of the registrant or any principal underwriter, as defined in Rule 405 
(Sec. 230.405), of the securities being registered except for:
    (i) Reports solely comprised of recommendations to buy, sell or hold 
the securities of the registrant, unless such recommendations have 
changed within the past six months; and
    (ii) Any information contained in documents already filed with the 
Commission.
    (4) Where there is a registration of an at-the-market offering, as 
defined in Sec. 242.100 of this chapter, of more than 10 percent of the 
securities outstanding, where the offering includes securities owned by 
officers, directors or affiliates of the registrant and where there is 
no underwriting agreement, information (i) concerning contractual 
arrangements between selling security holders of a limited group or of 
several groups of related shareholders to comply with the anti-
manipulation rules until the offering by all members of the group is 
completed and to inform the exchange, brokers and selling security 
holders when the distribution by the members of the group is over; or 
(ii) concerning the registrant's efforts to notify members of a large 
group of unrelated sellers of the applicable Commission rules and 
regulations;
    (5) Where the registrant recently has introduced a new product or 
has begun to do business in a new industry segment or has made public 
its intentions to introduce a new product or to do business in a new 
industry segment, and this action requires the investment of a material 
amount of the assets of the registrant or otherwise is material, copies 
of any studies prepared for the registrant by outside persons or any 
internal studies, documents, reports or memoranda the contents of which 
were material to the decision to develop the product or to do business 
in the new segment including, but not limited to,

[[Page 691]]

documents relating to financial requirements and engineering, 
competitive, environmental and other considerations, but excluding 
technical documents;
    (6) Where reserve estimates are referred to in a document, a copy of 
the full report of the engineer or other expert who estimated the 
reserves;
    (7) With respect to the extent of the distribution of a preliminary 
prospectus, information concerning:
    (i) The date of the preliminary prospectus distributed;
    (ii) The dates or approximate dates of distribution;
    (iii) The number of prospective underwriters and dealers to whom the 
preliminary prospectus was furnished;
    (iv) The number of prospectuses so distributed;
    (v) The number of prospectuses distributed to others, identifying 
them in general terms; and
    (vi) The steps taken by such underwriters and dealers to comply with 
the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934 
(Sec. 240.15c2-8 of this chapter); and
    (8) Any free writing prospectuses used in connection with the 
offering.
    (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 registration statement, unless otherwise required. The 
information shall be returned to the registrant upon request, provided 
that:
    (1) Such request is made at the time such information is furnished 
to the staff;
    (2) The return of such information is consistent with the protection 
of investors;
    (3) The return of such information is consistent with the provisions 
of the Freedom of Information Act [5 U.S.C. 552]; and
    (4) The information was not filed in electronic format.

[47 FR 11439, Mar. 16, 1982, as amended at 58 FR 14669, 14670, Mar. 18, 
1993; 62 FR 543, Jan. 3, 1997; 70 FR 44812, Aug. 3, 2005]



Sec. 230.419  Offerings by blank check companies.

    (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 offering by a blank check company.
    (2) For purposes of this section, the term ``blank check company'' 
shall mean a company that:
    (i) Is a development stage company that has no specific business 
plan or purpose or has indicated that its business plan is to engage in 
a merger or acquisition with an unidentified company or companies, or 
other entity or person; and
    (ii) Is issuing ``penny stock,'' as defined in Rule 3a51-1 (17 CFR 
240.3a51-1) under the Securities Exchange Act of 1934 (``Exchange 
Act'').
    (3) For purposes of this section, the term ``purchaser'' shall mean 
any person acquiring securities directly or indirectly in the offering, 
for cash or otherwise, including promoters or others receiving 
securities as compensation in connection with the offering.
    (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 applicable law, all securities issued in connection 
with an offering by a blank check company and the gross proceeds from 
the offering shall be deposited promptly into:
    (A) An escrow account maintained by an ``insured depository 
institution,'' as that term is defined in section 3(c)(2) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813(C)(2)); or
    (B) A separate bank account established by a broker or dealer 
registered under the Exchange Act maintaining net capital equal to or 
exceeding $25,000 (as calculated pursuant to Exchange Act Rule 15c3-1 
(17 CFR 240.15c3-1), in which the broker or dealer acts as trustee for 
persons having the beneficial interests in the account.
    (ii) If funds and securities are deposited into an escrow account 
maintained by an insured depository institution, the deposit account 
records of the insured depository institution must provide that funds in 
the escrow account are held for the benefit of the purchasers named and 
identified in accordance with 12 CFR 330.1 of the regulations of the 
Federal Deposit Insurance Corporation, and the records of the escrow 
agent, maintained in good faith

[[Page 692]]

and in the regular course of business, must show the name and interest 
of each party to the account. If funds and securities are deposited in a 
separate bank account established by a broker or dealer acting as a 
trustee, the books and records of the broker-dealer must indicate the 
name, address, and interest of each person for whom the account is held.
    (2) Deposit and investment of proceeds. (i) All offering proceeds, 
after deduction of cash paid for underwriting commissions, underwriting 
expenses and dealer allowances, and amounts permitted to be released to 
the registrant pursuant to paragraph (b)(2)(vi) of this section, shall 
be deposited promptly into the escrow or trust account; provided, 
however, that no deduction may be made for underwriting commissions, 
underwriting expenses or dealer allowances payable to an affiliate of 
the registrant.
    (ii) Deposited proceeds shall be in the form of checks, drafts, or 
money orders payable to the order of the escrow agent or trustee.
    (iii) Deposited proceeds and interest or dividends thereon, if any, 
shall be held for the sole benefit of the purchasers of the securities.
    (iv) Deposited proceeds shall be invested in one of the following:
    (A) An obligation that constitutes a ``deposit,'' as that term is 
defined in section 3(1) of the Federal Deposit Insurance Act (12 U.S.C. 
1813 (1));
    (B) Securities of any open-end investment company registered under 
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) that holds 
itself out as a money market fund meeting the conditions of paragraph 
(d) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or
    (C) Securities that are direct obligations of, or obligations 
guaranteed as to principal or interest by, the United States.

    Note to Sec. 230.419(b)(2)(iv): Issuers are cautioned that 
investments in government securities are inappropriate unless such 
securities can be readily sold or otherwise disposed of for cash at the 
time required without any dissipation of offering proceeds invested.

    (v) Interest or dividends earned on the funds, if any, shall be held 
in the escrow or trust account until the funds are released in 
accordance with the provisions of this section. If funds held in the 
escrow or trust account are released to a purchaser of the securities, 
the purchasers shall receive interest or dividends earned, if any, on 
such funds up to the date of release. If funds held in the escrow or 
trust account are released to the registrant, interest or dividends 
earned on such funds up to the date of release may be released to the 
registrant.
    (vi) The registrant may receive up to 10 percent of the proceeds 
remaining after payment of underwriting commissions, underwriting 
expenses and dealer allowances permitted by paragraph (b)(2)(i) of this 
section, exclusive of interest or dividends, as those proceeds are 
deposited into the escrow or trust account.
    (3) Deposit of securities. (i) All securities issued in connection 
with the offering, whether or not for cash consideration, and any other 
securities issued with respect to such securities, including securities 
issued with respect to stock splits, stock dividends, or similar rights, 
shall be deposited directly into the escrow or trust account promptly 
upon issuance. The identity of the purchaser of the securities shall be 
included on the stock certificates or other documents evidencing such 
securities. See also 17 CFR 240.15g-8 regarding restrictions on sales 
of, or offers to sell, securities deposited in the escrow or trust 
account.
    (ii) Securities held in the escrow or trust account are to remain as 
issued and deposited and shall be held for the sole benefit of the 
purchasers, who shall have voting rights, if any, with respect to 
securities held in their names, as provided by applicable state law. No 
transfer or other disposition of securities held in the escrow or trust 
account or any interest related to such securities shall be permitted 
other than by will or the laws of descent and distribution, or pursuant 
to a qualified domestic relations order as defined by the Internal 
Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.), or Title 1 of the 
Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the 
rules thereunder.
    (iii) Warrants, convertible securities or other derivative 
securities relating

[[Page 693]]

to securities held in the escrow or trust account may be exercised or 
converted in accordance with their terms; provided, however, that 
securities received upon exercise or conversion, together with any cash 
or other consideration paid in connection with the exercise or 
conversion, are promptly deposited into the escrow or trust account.
    (4) Escrow or trust agreement. A copy of the executed escrow or 
trust agreement shall be filed as an exhibit to the registration 
statement and shall contain the provisions of paragraphs (b)(2), (b)(3), 
and (e)(3) of this section.
    (5) Request for supplemental information. Upon request by the 
Commission or the staff, the registrant shall furnish as supplemental 
information the names and addresses of persons for whom securities are 
held in the escrow or trust account.

    Note to Sec. 230.419(b): With respect to a blank check offering 
subject to both Rule 419 and Exchange Act Rule 15c2-4 (17 CFR 240.15c2-
4, the requirements of Rule 15c2-4 are applicable only until the 
conditions of the offering governed by that Rule are met (e.g., reaching 
the minimum in a ``part-or-none'' offering). When those conditions are 
satisfied, Rule 419 continues to govern the use of offering proceeds.

    (c) Disclosure of offering terms. The initial registration statement 
shall disclose the specific terms of the offering, including, but not 
limited to:
    (1) The terms and provisions of the escrow or trust agreement and 
the effect thereof upon the registrant's right to receive funds and the 
effect of the escrow or trust agreement upon the purchaser's funds and 
securities required to be deposited into the escrow or trust account, 
including, if applicable, any material risk of non-insurance of 
purchasers' funds resulting from deposits in excess of the insured 
amounts; and
    (2) The obligation of the registrant to provide, and the right of 
the purchaser to receive, information regarding an acquisition, 
including the requirement that pursuant to this section, purchasers 
confirm in writing their investment in the registrant's securities as 
specified in paragraph (e) of this section.
    (d) Probable acquisition post-effective amendment requirement. If, 
during any period in which offers or sales are being made, a significant 
acquisition becomes probable, the registrant shall file promptly a post-
effective amendment disclosing the information specified by the 
applicable registration statement form and Industry Guides, including 
financial statements of the registrant and the company to be acquired as 
well as pro forma financial information required by the form and 
applicable rules and regulations. Where warrants, rights or other 
derivative securities issued in the initial offering are exercisable, 
there is a continuous offering of the underlying security.
    (e) Release of deposited and funds securities--(1) Post-effective 
amendment for acquisition agreement. Upon execution of an agreement(s) 
for the acquisition(s) of a business(es) or assets that will constitute 
the business (or a line of business) of the registrant and for which the 
fair value of the business(es) or net assets to be acquired represents 
at least 80 percent of the maximum offering proceeds, including proceeds 
received or to be received upon the exercise or conversion of any 
securities offered, but excluding amounts payable to non-affiliates for 
underwriting commissions, underwriting expenses, and dealer allowances, 
the registrant shall file a post-effective amendment that:
    (i) Discloses the information specified by the applicable 
registration statement form and Industry Guides, including financial 
statements of the registrant and the company acquired or to be acquired 
and pro forma financial information required by the form and applicable 
rules and regulations;
    (ii) Discloses the results of the initial offering, including but 
not limited to:
    (A) The gross offering proceeds received to date, specifying the 
amounts paid for underwriter commissions, underwriting expenses and 
dealer allowances, amounts disbursed to the registrant, and amounts 
remaining in the escrow or trust account; and
    (B) The specific amount, use and application of funds disbursed to 
the registrant to date, including, but not limited to, the amounts paid 
to officers, directors, promoters, controlling shareholders or 
affiliates, either directly or indirectly, specifying the amounts and 
purposes of such payments; and

[[Page 694]]

    (iii) Discloses the terms of the offering as described pursuant to 
paragraph (e)(2) of this section.
    (2) Terms of the offering. The terms of the offering must provide, 
and the registrant must satisfy, the following conditions.
    (i) Within five business days after the effective date of the post-
effective amendment(s), the registrant shall send by first class mail or 
other equally prompt means, to each purchaser of securities held in 
escrow or trust, a copy of the prospectus contained in the post-
effective amendment and any amendment or supplement thereto;
    (ii) Each purchaser shall have no fewer than 20 business days and no 
more than 45 business days from the effective date of the post-effective 
amendment to notify the registrant in writing that the purchaser elects 
to remain an investor. If the registrant has not received such written 
notification by the 45th business day following the effective date of 
the post-effective amendment, funds and interest or dividends, if any, 
held in the escrow or trust account shall be sent by first class mail or 
other equally prompt means to the purchaser within five business days;
    (iii) The acquisition(s) meeting the criteria set forth in paragraph 
(e)(1) of this section will be consummated if a sufficient number of 
purchasers confirm their investments; and
    (iv) If a consummated acquisition(s) meeting the requirements of 
this section has not occurred by a date 18 months after the effective 
date of the initial registration statement, funds held in the escrow or 
trust account shall be returned by first class mail or equally prompt 
means to the purchaser within five business days following that date.
    (3) Conditions for release of deposited securities and funds. Funds 
held in the escrow or trust account may be released to the registrant 
and securities may be delivered to the purchaser or other registered 
holder identified on the deposited securities only at the same time as 
or after:
    (i) The escrow agent or trustee has received a signed representation 
from the registrant, together with other evidence acceptable to the 
escrow agent or trustee, that the requirements of paragraphs (e)(1) and 
(e)(2) of this section have been met; and
    (ii) Consummation of an acquisition(s) meeting the requirements of 
paragraph (e)(2)(iii) of this section.
    (4) Prospectus supplement. If funds and securities are released from 
the escrow or trust account to the registrant pursuant to this 
paragraph, the prospectus shall be supplemented to indicate the amount 
of funds and securities released and the date of release.

    Notes to Sec. 230.419(e): 1. With respect to a blank check offering 
subject to both Rule 419 and Exchange Act Rule 10b-9 (17 CFR 240.10b-9), 
the requirements of Rule 10b-9 are applicable only until the conditions 
of the offering governed by that Rule are met (e.g., reaching the 
minimum in a ``part-or-none'' offering). When those conditions are 
satisfied, Rule 419 continues to govern the use of offering proceeds.
    2. If the business(es) or assets are acquired for cash, the fair 
value shall be presumed to be equal to the cash paid. If all or part of 
the consideration paid consists of securities or other non-cash 
consideration, the fair value shall be determined by an accepted 
standard, such as bona fide sales of the assets or similar assets made 
within a reasonable time, forecasts of expected cash flows, independent 
appraisals, etc. Such valuation must be reasonable at the time made.

    (f) Financial statements. The registrant shall:
    (1) Furnish to security holders audited financial statements for the 
first full fiscal year of operations following consummation of an 
acquisition pursuant to paragraph (e) of this section, together with the 
information required by Item 303(a) of Regulation S-K (17 CFR 
229.303(a)), no later than 90 days after the end of such fiscal year; 
and
    (2) File the financial statements and additional information with 
the Commission under cover of Form 8-K (17 CFR 249.308); provided, 
however, that such financial statements and related information need not 
be filed separately if the registrant is filing reports pursuant to 
Section 13(a) or 15(d) of the Exchange Act.

[57 FR 18043, Apr. 28, 1992, as amended at 79 FR 47957, Aug. 14, 2014]

[[Page 695]]

                    form and content of prospectuses



Sec. 230.420  Legibility of prospectus.

    (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 and as legible as 10-point modern type. However, 
(a) to the extent necessary for convenient presentation, financial 
statements and other tabular data, including tabular data in notes, and 
(b) prospectuses deemed to be omitting prospectuses under rule 482 (17 
CFR 230.482) may be in roman type at least as large and as legible as 8-
point modern type. All such type shall be leaded at least 2 points.
    (b) Where a prospectus is distributed through an electronic medium, 
issuers may satisfy legibility requirements applicable to printed 
documents, such as paper size, type size and font, bold-face type, 
italics and red ink, by presenting all required information in a format 
readily communicated to investors, and where indicated, in a manner 
reasonably calculated to draw investor attention to specific 
information.

[53 FR 3878, Feb. 10, 1988, as amended at 61 FR 24655, May 15, 1996]



Sec. 230.421  Presentation of information in prospectuses.

    (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 set forth in such fashion as to obscure any of 
the required information or any information necessary to keep the 
required information from being incomplete or misleading. Where an item 
requires information to be given in a prospectus in tabular form it 
shall be given in substantially the tabular form specified in the item.
    (b) You must present the information in a prospectus in a clear, 
concise and understandable manner. You must prepare the prospectus using 
the following standards:
    (1) Present information in clear, concise sections, paragraphs, and 
sentences. Whenever possible, use short, explanatory sentences and 
bullet lists;
    (2) Use descriptive headings and subheadings;
    (3) Avoid frequent reliance on glossaries or defined terms as the 
primary means of explaining information in the prospectus. Define terms 
in a glossary or other section of the document only if the meaning is 
unclear from the context. Use a glossary only if it facilitates 
understanding of the disclosure; and
    (4) Avoid legal and highly technical business terminology.

    Note to Sec. 230.421(b): In drafting the disclosure to comply with 
this section, you should avoid the following:
    1. Legalistic or overly complex presentations that make the 
substance of the disclosure difficult to understand;
    2. Vague ``boilerplate'' explanations that are imprecise and readily 
subject to different interpretations;
    3. Complex information copied directly from legal documents without 
any clear and concise explanation of the provision(s); and
    4. Disclosure repeated in different sections of the document that 
increases the size of the document but does not enhance the quality of 
the information.

    (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 general rules and regulations. Except as to 
financial statements and information required in a tabular form, the 
information set forth in a prospectus may be expressed in condensed or 
summarized form. In lieu of repeating information in the form of notes 
to financial statements, references may be made to other parts of the 
prospectus where such information is set forth.
    (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 cover pages, the summary, and the risk factors 
section.
    (2) You must draft the language in these sections so that at a 
minimum it substantially complies with each of the following plain 
English writing principles:
    (i) Short sentences;
    (ii) Definite, concrete, everyday words;
    (iii) Active voice;
    (iv) Tabular presentation or bullet lists for complex material, 
whenever possible;

[[Page 696]]

    (v) No legal jargon or highly technical business terms; and
    (vi) No multiple negatives.
    (3) In designing these sections or other sections of the prospectus, 
you may include pictures, logos, charts, graphs, or other design 
elements so long as the design is not misleading and the required 
information is clear. You are encouraged to use tables, schedules, 
charts and graphic illustrations of the results of operations, balance 
sheet, or other financial data that present the data in an 
understandable manner. Any presentation must be consistent with the 
financial statements and non-financial information in the prospectus. 
You must draw the graphs and charts to scale. Any information you 
provide must not be misleading.

Instruction to Sec. 230.421: You should read Securities Act Release No. 
33-7497 (January 28, 1998) for information on plain English principles.

[47 FR 11439, Mar. 16, 1982, as amended at 63 FR 6384, Feb. 6, 1998; 76 
FR 71876, Nov. 21, 2011]



Sec. 230.423  Date of prospectuses.

    Except for a form of prospectus used after the effective date of the 
registration statement and before the determination of the offering 
price as permitted by Rule 430A(c) under the Securities Act 
(Sec. 230.430A(c) of this chapter) or before the opening of bids as 
permitted by Rule 445(c) under the Securities Act (Sec. 230.445(c) of 
this chapter), each prospectus used after the effective date of the 
registration statement shall be dated approximately as of such effective 
date; provided, however, that a revised or amended prospectus used 
thereafter need only bear the approximate date of its issuance. Each 
supplement to a prospectus shall be dated separately the approximate 
date of its issuance.

[47 FR 11440, Mar. 16, 1982, as amended at 52 FR 21260, June 5, 1987; 76 
FR 71876, Nov. 21, 2011]



Sec. 230.424  Filing of prospectuses, number of copies.

    (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 registration statement which varies from the form 
or forms of prospectus included in the registration statement as filed 
pursuant to Sec. 230.402(a) of this chapter shall be filed as a part of 
the registration statement not later than the date such form of 
prospectus is first sent or given to any person: Provided, however, That 
only a form of prospectus that contains substantive changes from or 
additions to a prospectus previously filed with the Commission as part 
of a registration statement need be filed pursuant to this paragraph 
(a).
    (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) (Sec. 230.428(a)) or free writing prospectuses 
pursuant to Rule 164 and Rule 433 (Sec. 230.164 and Sec. 230.433), shall 
be filed with the Commission in the form in which it is used after the 
effectiveness of the registration statement and identified as required 
by paragraph (e) of this section; provided, however, that only a form of 
prospectus that contains substantive changes from or additions to a 
previously filed prospectus is required to be filed; Provided, further, 
that this paragraph (b) shall not apply in respect of a form of 
prospectus contained in a registration statement and relating solely to 
securities offered at competitive bidding, which prospectus is intended 
for use prior to the opening of bids. Ten copies of the form of 
prospectus shall be filed or transmitted for filing as follows:
    (1) A form of prospectus that discloses information previously 
omitted from the prospectus filed as part of an effective registration 
statement in reliance upon Rule 430A under the Securities Act 
(Sec. 230.430A of this chapter) shall be filed with the commission no 
later than the second business day following the earlier of the date of 
determination of the offering price or the date it is first used after 
effectiveness in connection with a public offering or sales, or 
transmitted by a means reasonably calculated to result in filing with 
the Commission by that date.
    (2) A form of prospectus that is used in connection with a primary 
offering of securities pursuant to Rule 415(a)(1)(x) 
(Sec. 230.415(a)(1)(x)) or a primary offering of securities registered

[[Page 697]]

for issuance on a delayed basis pursuant to Rule 415(a)(1)(vii) or 
(viii) (Sec. 230.415(a)(1)(vii) or (viii)) and that, in the case of Rule 
415(a)(1)(viii) discloses the public offering price, description of 
securities or similar matters, and in the case of Rule 415(a)(1)(vii) 
and (x) discloses information previously omitted from the prospectus 
filed as part of an effective registration statement in reliance on Rule 
430B (Sec. 230.430B), or, in the case of asset-backed securities, Rule 
430D (Sec. 230.430D) shall be filed with the Commission 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 
effectiveness in connection with a public offering or sales, or 
transmitted by a means reasonably calculated to result in filing with 
the Commission by that date.
    (3) A form of prospectus that reflects facts or events other than 
those covered in paragraphs (b) (1), (2) and (6) of this section that 
constitute a substantive change from or addition to the information set 
forth in the last form of prospectus filed with the Commission under 
this section or as part of a registration statement under the Securities 
Act shall be filed with the Commission no later than the fifth business 
day after the date it is first used after effectiveness in connection 
with a public offering or sales, or transmitted by a means reasonably 
calculated to result in filing with the Commission by that date.
    (4) A form of prospectus that discloses information, facts or events 
covered in both paragraphs (b) (1) and (3) shall be filed with the 
Commission 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 effectiveness in connection with a public offering or 
sales, or transmitted by a means reasonably calculated to result in 
filing with the Commission by that date.
    (5) A form of prospectus that discloses information, facts or events 
covered in both paragraphs (b) (2) and (3) shall be filed with the 
Commission 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 effectiveness in connection with a public offering or 
sales, or transmitted by a means reasonably calculated to result in 
filing with the Commission by that date.
    (6) A form of prospectus used in connection with an offering of 
securities under Canada's National Policy Statement No. 45 pursuant to 
rule 415 under the Securities Act (Sec. 230.415 of this chapter) that is 
not made in the United States shall be filed with the Commission no 
later than the date it is first used in Canada, or transmitted by a 
means reasonably calculated to result in filing with the Commission by 
that date.
    (7) A form of prospectus that identifies selling security holders 
and the amounts to be sold by them that was previously omitted from the 
registration statement and the prospectus in reliance upon Rule 430B 
(Sec. 230.430B) shall be filed with the Commission no later than the 
second business day following the earlier of the date of sale or the 
date of first use or transmitted by a means reasonably calculated to 
result in filing with the Commission by that date.
    (8) A form of prospectus otherwise required to be filed pursuant to 
paragraph (b) of this section that is not filed within the time frames 
specified in paragraph (b) of this section must be filed pursuant to 
this paragraph as soon as practicable after the discovery of such 
failure to file.

    Note to paragraph (b)(8) of Rule 424: A form of prospectus required 
to be filed pursuant to another paragraph of Rule 424(b) that is filed 
under Rule 424(b)(8) shall nonetheless be ``required to be filed'' under 
such other paragraph.

    Instruction to paragraph (b): Notwithstanding Sec. 230.424 (b)(2) 
and (b)(5) above, a form of prospectus or prospectus supplement relating 
to an offering of asset-backed securities under Sec. 230.415(a)(1)(vii) 
or 230.415(a)(1)(xii) that is required to be filed pursuant to paragraph 
(b) of this section shall be filed with the Commission no later than the 
second business day following the date it is first used after 
effectiveness in connection with a public offering or sales, or 
transmitted by a means reasonably calculated to result in filing with 
the Commission by that date.

    (c) If a form of prospectus, other than one filed pursuant to 
paragraph (b)(1)

[[Page 698]]

or (b)(4) of this Rule, consists of a prospectus supplement attached to 
a form of prospectus that (1) previously had been filed or (2) was not 
required to be filed pursuant to paragraph (b) because it did not 
contain substantive changes from a prospectus that previously was filed, 
only the prospectus supplement need be filed under paragraph (b) of this 
rule, provided that the first page of each prospectus supplement 
includes a cross reference to the date(s) of the related prospectus and 
any prospectus supplements thereto that together constitute the 
prospectus required to be delivered by Section 5(b) of the Securities 
Act (15 U.S.C. 77e(b)) with respect to the securities currently being 
offered or sold. The cross reference may be set forth in longhand, 
provided it is legible.

    Note: Any prospectus supplement being filed separately that is 
smaller than a prospectus page should be attached to an 8\1/2\"  11" 
sheet of paper.

    (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 Commission in accordance with the requirements of this 
section.
    (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 subparagraph if applicable, under which the 
filing is made, and the file number of the registration statement to 
which the prospectus relates. The information required by this paragraph 
may be set forth in longhand, provided it is legible.
    (f) This rule shall not apply with respect to prospectuses of an 
investment company registered under the Investment Company Act of 1940 
or a business development company.
    (g) A form of prospectus filed pursuant to this section that 
operates to reflect the payment of filing fees for an offering or 
offerings pursuant to Rule 456(b) (Sec. 230.456(b)) must include on its 
cover page the calculation of registration fee table reflecting the 
payment of such filing fees for the securities that are the subject of 
the payment.
    (h)(1) Three copies of a form of prospectus relating to an offering 
of asset-backed securities pursuant to Sec. 230.415(a)(1)(vii) or 
Sec. 230.415(a)(1)(xii) disclosing information previously omitted from 
the prospectus filed as part of an effective registration statement in 
reliance on Sec. 230.430D shall be filed with the Commission at least 
three business days before the date of the first sale in the offering, 
or if used earlier, the earlier of:
    (i) The applicable number of business days before the date of the 
first sale; or
    (ii) The second business day after first use.
    (2) Three copies of a prospectus supplement relating to an offering 
of asset-backed securities pursuant to Sec. 230.415(a)(1)(vii) or 
Sec. 230.415(a)(1)(xii) that reflects any material change from the 
information contained in a prospectus filed in accordance with 
Sec. 230.424(h)(1) shall be filed with the Commission at least forty-
eight hours before the date and time of the first sale in the offering. 
The prospectus supplement must clearly delineate what material 
information has changed and how the information has changed from the 
prospectus filed in accordance with paragraph (h)(1) of this section.

    Instruction to paragraph (h): The filing requirements of this 
paragraph (h) do not apply if a filing is made solely to add fees 
pursuant to Sec. 230.457 and for no other purpose.


[14 FR 202, Jan. 14, 1949, as amended at 16 FR 8736, Aug. 29, 1951; 19 
FR 400, Jan. 22, 1954; 19 FR 6728, Oct. 20, 1954; 21 FR 1046, Feb. 15, 
1956; 52 FR 21260, June 5, 1987; 53 FR 3878, Feb. 10, 1988; 55 FR 23923, 
June 13, 1990; 56 FR 30054, July 1, 1991; 57 FR 48975, Oct. 29, 1992; 60 
FR 26615, May 17, 1995; 62 FR 39763, July 24, 1997; 70 FR 44812, Aug. 3, 
2005; 79 FR 57329, Sept. 24, 2014]



Sec. 230.425  Filing of certain prospectuses and communications under 
Sec. 230.135 in connection with business combination transactions.

    (a) All written communications made in reliance on Sec. 230.165 are 
prospectuses that must be filed with the Commission under this section 
on the date of first use.
    (b) All written communications that contain no more information than 
that specified in Sec. 230.135 must be filed with the Commission on or 
before the date of first use except as provided in paragraph (d)(1) of 
this section. A communication limited to the information

[[Page 699]]

specified in Sec. 230.135 will not be deemed an offer in accordance with 
Sec. 230.135 even though it is filed under this section.
    (c) Each prospectus or Sec. 230.135 communication filed under this 
section must identify the filer, the company that is the subject of the 
offering and the Commission file number for the related registration 
statement or, if that file number is unknown, the subject company's 
Exchange Act or Investment Company Act file number, in the upper right 
corner of the cover page.
    (d) Notwithstanding paragraph (a) of this section, the following 
need not be filed under this section:
    (1) Any written communication that is limited to the information 
specified in Sec. 230.135 and does not contain new or different 
information from that which was previously publicly disclosed and filed 
under this section.
    (2) Any research report used in reliance on Sec. 230.137, 
Sec. 230.138 and Sec. 230.139;
    (3) Any confirmation described in Sec. 240.10b-10 of this chapter; 
and
    (4) Any prospectus filed under Sec. 230.424.

    Notes to Sec. 230.425: 1. File five copies of the prospectus or 
Sec. 230.135 communication if paper filing is permitted.
    2. No filing is required under Sec. 240.13e-4(c), Sec. 240.14a-
12(b), Sec. 240.14d-2(b), or Sec. 240.14d-9(a), if the communication is 
filed under this section. Communications filed under this section also 
are deemed filed under the other applicable sections.

[64 FR 61450, Nov. 10, 1999]



Sec. 230.426  Filing of certain prospectuses under Sec. 230.167 in
connection with certain offerings of asset-backed securities.

    (a) All written communications made in reliance on Sec. 230.167 are 
prospectuses that must be filed with the Commission in accordance with 
paragraphs (b) and (c) of this section on Form 8-K (Sec. 249.308 of this 
chapter) and incorporated by reference to the related registration 
statement for the offering of asset-backed securities. Each prospectus 
filed under this section must identify the Commission file number of the 
related registration statement on the cover page of the related Form 8-K 
in addition to any other information required by that form. The 
information contained in any such prospectus shall be deemed to be a 
part of the registration statement as of the earlier of the time of 
filing of such information or the time of the filing of the final 
prospectus that meets the requirements of section 10(a) of the Act (15 
U.S.C. 77j(a)) relating to such offering pursuant to Sec. 230.424(b).
    (b) Except as specified in paragraph (c) of this section, ABS 
informational and computational material made in reliance on 
Sec. 230.167 that meet the conditions in paragraph (b)(1) of this 
section must be filed within the time frame specified in paragraph 
(b)(2) of this section.
    (1) Conditions for which materials must be filed. The materials are 
provided to prospective investors under the following conditions:
    (i) If a prospective investor has indicated to the issuer or an 
underwriter that it will purchase all or a portion of the class of 
asset-backed securities to which such materials relate, all materials 
relating to such class that are or have been provided to such 
prospective investor; and
    (ii) For any other prospective investor, all materials provided to 
such prospective investor after the final terms have been established 
for all classes of the offering.
    (2) Time frame to file the materials. The materials must be filed by 
the later of:
    (i) The due date for filing the final prospectus relating to such 
offering that meets the requirements of section 10(a) of the Act (15 
U.S.C. 77j(a)) pursuant to Sec. 230.424(b); or
    (ii) Two business days after first use.
    (c) Notwithstanding paragraphs (a) and (b) of this section, the 
following need not be filed under this section:
    (1) ABS informational and computational material that relate to 
abandoned structures or that are furnished to a prospective investor 
prior to the time the final terms have been established for all classes 
of the offering where such prospective investor has not indicated to the 
issuer or an underwriter its intention to purchase the asset-backed 
securities.
    (2) Any ABS informational and computational material if a prospectus 
that meets the requirements of section 10(a) of the Act (15 U.S.C. 
77j(a)) relating to

[[Page 700]]

the offering of such asset-backed securities accompanies or precedes the 
use of such material.
    (3) Any ABS informational and computational material that does not 
contain new or different information from that which was previously 
disclosed and filed under this section.
    (4) Any written communication that is limited to the information 
specified in Sec. 230.134, 230.135 or 230.135c.
    (5) Any research report used in reliance on Sec. 230.137, 230.138, 
230.139 or 230.139a.
    (6) Any confirmation described in Sec. 240.10b-10 of this chapter.
    (7) Any prospectus filed under Sec. 230.424.
    (8) Any free writing prospectus used in reliance on Rule 164 and 
Rule 433 (Sec. 230.164 and Sec. 230.433).
    (d) Terms used in this section have the same meaning as in Item 1101 
of Regulation AB (Sec. 229.1101 of this chapter).

Instruction to Sec. 230.426. The issuer may aggregate data presented in 
ABS informational and computational material that are to be filed and 
file such data in consolidated form. Any such aggregation, however, must 
not result in either the omission of any information contained in such 
material otherwise to be filed, or a presentation that makes the 
information misleading.

[70 FR 1616, Jan. 7, 2005, as amended at 70 FR 44813, Aug. 3, 2005]



Sec. 230.427  Contents of prospectus used after nine months.

    There may be omitted from any prospectus used more than 9 months 
after the effective date of the registration statement any information 
previously required to be contained in the prospectus insofar as later 
information covering the same subjects, including the latest available 
certified financial statement, as of a date not more than 16 months 
prior to the use of the prospectus is contained therein.

[47 FR 11440, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]



Sec. 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.

    (a)(1) Where securities are to be offered pursuant to a registration 
statement on Form S-8 (Sec. 239.16b of this chapter), the following, 
taken together, shall constitute a prospectus that meets the 
requirements of section 10(a) of the Act:
    (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 1 of the Form;
    (ii) The statement of availability of registrant information, 
employee benefit plan annual reports and other information required by 
Item 2; and
    (iii) The documents containing registrant information and employee 
benefit plan annual reports that are incorporated by reference in the 
registration statement pursuant to Item 3.
    (2) The registrant shall maintain a file of the documents that, 
pursuant to paragraph (a) of this section, at any time are part of the 
section 10(a) prospectus, except for documents required to be 
incorporated by reference in the registration statement pursuant to Item 
3 of Form S-8. Each such document shall be included in the file until 
five years after it is last used as part of the Section 10(a) prospectus 
to offer or sell securities pursuant to the plan. With respect to 
documents containing specifically designated portions that constitute 
part of the section 10(a) prospectus pursuant to paragraph (b)(1)(ii) of 
this section, the entire document shall be maintained in the file. Upon 
request, the registrant shall furnish to the Commission or its staff a 
copy of any or all of the documents included in the file.
    (b) Where securities are offered pursuant to a registration 
statement on Form S-8:
    (1)(i) The registrant shall deliver or cause to be delivered, to 
each employee who is eligible to participate (or selected by the 
registrant to participate, in the case of a stock option or other plan 
with selective participation) in an employee benefit plan to which the 
registration statement relates, the information required by Part I of 
Form S-8. The information shall be in written form and shall be updated 
in writing in a timely manner to reflect any material changes during any 
period in which offers or sales are being made.

[[Page 701]]

When updating information is furnished, documents previously furnished 
need not be re-delivered, but the registrant shall furnish promptly 
without charge to each employee, upon written or oral request, a copy of 
all documents containing the plan information required by Part I that 
then constitute part of the section 10(a) prospectus.
    (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 designates only portions of a document as 
constituting part of the prospectus, rather than the entire document, a 
statement clearly identifying such portions, for example, by reference 
to section headings, section numbers, paragraphs or page numbers within 
the document must be included in a conspicuous place in the forepart of 
the document, or such portions must be specifically designated 
throughout the text of the document. Registrants shall not designate 
only words or sentences within a paragraph as part of a prospectus. 
Unless the portions of a document constituting part of the section 10(a) 
prospectus are clearly identified, the entire document shall constitute 
part of the prospectus.
    (iii) The registrant shall date any document constituting part of 
the section 10(a) prospectus or containing portions constituting part of 
the prospectus and shall include the following printed, stamped or typed 
legend in a conspicuous place in the forepart of the document, 
substituting the bracketed language as appropriate: ``This document 
[Specifically designated portions of this document] constitutes 
[constitute] part of a prospectus covering securities that have been 
registered under the Securities Act of 1933.''
    (iv) The registrant shall revise the document(s) containing the plan 
information sent or given to newly eligible participants pursuant to 
paragraph (b)(1)(i) of this section, if documents containing updating 
information would obscure the readability of the plan information.
    (2) The registrant shall deliver or cause to be delivered with the 
document(s) containing the information required by Part I of Form S-8, 
to each employee to whom such information is sent or given, a copy of 
any one of the following:
    (i) The registrant's annual report to security holders containing 
the information required by Rule 14a-3(b) (Sec. 240.14a-3(b) of this 
chapter) under the Securities Exchange Act of 1934 (Exchange Act) for 
its latest fiscal year;
    (ii) The registrant's annual report on Form 10-K (Sec. 249.310 of 
this chapter), 20-F (Sec. 249.220f of this chapter) or, in the case of 
registrants described in General Instruction A.(2) of Form 40-F 
(Sec. 249.240f of this chapter), for its latest fiscal year;
    (iii) The latest prospectus filed pursuant to Rule 424(b) 
(Sec. 230.424(b)) under the Act that contains audited financial 
statements for the registrant's latest fiscal year, Provided that the 
financial statements are not incorporated by reference from another 
filing, and Provided further that such prospectus contains substantially 
the information required by Rule 14a-3(b) (Sec. 240.14a-3(b) of this 
chapter) or the registration statement was on Form S-1 (Sec. 239.11 of 
this chapter) or F-1 (Sec. 239.31 of this chapter); or
    (iv) The registrant's effective Exchange Act registration statement 
on Form 10 (Sec. 249.210 of this chapter), 20-F or, in the case of 
registrants described in General Instruction A.(2) of Form 40-F, 
containing audited financial statements for the registrant's latest 
fiscal year.

Instructions. 1. If a registrant has previously sent or given an 
employee a copy of any document specified in clauses (i)-(iv) of 
paragraph (b)(2) for the latest fiscal year, it need not be re-
delivered, but the registrant shall furnish promptly, without charge, a 
copy of such document upon written or oral request of the employee.
    2. If the latest fiscal year of the registrant has ended within 120 
days (or 190 days with respect to foreign private issuers) prior to the 
delivery of the documents containing the information specified by Part I 
of Form S-8, the registrant may deliver a document containing financial 
statements for the fiscal year preceding the last fiscal year, Provided 
that within the 120 or 190 day period a document containing financial 
statements for the latest fiscal year is furnished to each employee.

    (3) The registrant shall deliver or cause to be delivered promptly, 
without charge, to each employee to whom

[[Page 702]]

information is required to be delivered, upon written or oral request, a 
copy of the information that has been incorporated by reference pursuant 
to Item 3 of Form S-8 (not including exhibits to the information that is 
incorporated by reference unless such exhibits are specifically 
incorporated by reference into the information that the registration 
statement incorporates).
    (4) Where interests in a plan are registered, the registrant shall 
deliver or cause to be delivered promptly, without charge, to each 
employee to whom information is required to be delivered, upon written 
or oral request, a copy of the then latest annual report of the plan 
filed pursuant to section 15(d) of the Exchange Act, whether on Form 11-
K (Sec. 249.311 of this chapter) or included as part of the registrant's 
annual report on Form 10-K.
    (5) The registrant shall deliver or cause to be delivered to all 
employees participating in a stock option plan or plan fund that invests 
in registrant securities (and other plan participants who request such 
information orally or in writing) who do not otherwise receive such 
material, copies of all reports, proxy statements and other 
communications distributed to its security holders generally, provided 
that such material is sent or delivered no later than the time it is 
sent to security holders.
    (c) As used in this Rule, the term employee benefit plan is defined 
in Rule 405 of Regulation C (Sec. 230.405 of this chapter) and the term 
employee is defined in General Instruction A.1 of Form S-8.

[55 FR 23923, June 13, 1990, as amended at 57 FR 10614, Mar. 27, 1992; 
73 FR 969, Jan. 4, 2008]



Sec. 230.429  Prospectus relating to several registration statements.

    (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 the requirements of the Act and the rules 
and regulations thereunder for that offering and any other offering(s) 
registered on the earlier registration statement(s). The combined 
prospectus in the latest registration statement must include all of the 
information that currently would be required in a prospectus relating to 
all offering(s) that it covers. The combined prospectus may be filed as 
part of the initial filing of the latest registration statement, in a 
pre-effective amendment to it or in a post-effective amendment to it.
    (b) Where a registrant relies on paragraph (a) of this section, the 
registration statement containing the combined prospectus shall act, 
upon effectiveness, as a post-effective amendment to any earlier 
registration statement whose prospectus has been combined in the latest 
registration statement. The registrant must identify any earlier 
registration statement to which the combined prospectus relates by 
setting forth the Commission file number at the bottom of the facing 
page of the latest registration statement.

[66 FR 8896, Feb. 5, 2001]



Sec. 230.430  Prospectus for use prior to effective date.

    (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 section 5(b)(1) thereof prior to the effective 
date of the registration statement, provided such form of prospectus 
contains substantially the information required by the Act and the rules 
and regulations thereunder to be included in a prospectus meeting the 
requirements of section 10(a) of the Act for the securities being 
registered, or contains substantially that information except for the 
omission of information with respect to the offering price, underwriting 
discounts or commissions, discounts or commissions to dealers, amount of 
proceeds, conversion rates, call prices, or other matters dependent upon 
the offering price. Every such form of prospectus shall be deemed to 
have been filed as a part of the registration statement for the purpose 
of section 7 of the Act.
    (b) A form of prospectus filed as part of a registration statement 
on Form N-1A (Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 
(Sec. 239.14 and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a 
and Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and 
Sec. 274.11c of this chapter), or Form N-6 (Sec. 239.17c and 
Sec. 274.11d of this chapter) shall be deemed to meet the requirements 
of Section 10 of the

[[Page 703]]

Act (15 U.S.C. 77j) for the purpose of Section 5(b)(1) thereof (15 
U.S.C. 77e(b)(1)) prior to the effective date of the registration 
statement, provided that:
    (1) Such form of prospectus meets the requirements of paragraph (a) 
of this section; and
    (2) Such registration statement contains a form of Statement of 
Additional Information that is made available to persons receiving such 
prospectus upon written or oral request, and without charge, unless the 
form of prospectus contains the information otherwise required to be 
disclosed in the form of Statement of Additional Information. Every such 
form of prospectus shall be deemed to have been filed as part of the 
registration statement for the purpose of section 7 of the Act.

[47 FR 11440, Mar. 16, 1982, as amended at 57 FR 56834, Dec. 1, 1992; 67 
FR 19868, Apr. 23, 2002; 76 FR 71876, Nov. 21, 2011]



Sec. 230.430A  Prospectus in a registration statement at the time of
effectiveness.

    (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, underwriting syndicate (including any material 
relationships between the registrant and underwriters not named 
therein), underwriting discounts or commissions, discounts or 
commissions to dealers, amount of proceeds, conversion rates, call 
prices and other items dependent upon the offering price, delivery 
dates, and terms of the securities dependent upon the offering date; and 
such form of prospectus need not contain such information in order for 
the registration statement to meet the requirements of Section 7 of the 
Securities Act (15 U.S.C. 77g) for the purposes of Section 5 thereof (15 
U.S.C. 77e), Provided, That:
    (1) The securities to be registered are offered for cash;
    (2) The registrant furnishes the undertakings required by Item 
512(i) of Regulation S-K (Sec. 229.512(i) of this chapter); and
    (3) The information ommitted in reliance upon paragraph (a) from the 
form of prospectus filed as part of a registration statement that is 
declared effective is contained in a form of prospectus filed with the 
Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities 
Act (Secs. 230.424(b) or 230.497(h) of this chapter); except that if 
such form of prospectus is not so filed by the later of fifteen business 
days after the effective date of the registration statement or fifteen 
business days after the effectiveness of a post-effective amendment 
thereto that contains a form of prospectus, or transmitted by a means 
reasonably calculated to result in filing with the Commission by that 
date, the information omitted in reliance upon paragraph (a) must be 
contained in an effective post-effective amendment to the registration 
statement.

Instruction to paragraph (a): A decrease in the volume of securities 
offered or change in the bona fide estimate of the maximum offering 
price range from that indicated in the form of prospectus filed as part 
of a registration statement that is declared effective may be disclosed 
in the form of prospectus filed with the Commission pursuant to 
Sec. 230.424(b) or Sec. 230.497(h) under the Securities Act so long as 
the decrease in the volume or change in the price range would not 
materially change the disclosure contained in the registration statement 
at effectiveness. Notwithstanding the foregoing, any increase or 
decrease in volume (if the total dollar value of securities offered 
would not exceed that which was registered) and any deviation from the 
low or high end of the range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b)(1) 
(Sec. 230.424(b)(1)) or Rule 497(h) (Sec. 230.497(h)) if, in the 
aggregate, the changes in volume and price represent no more than a 20% 
change in the maximum aggregate offering price set forth in the 
``Calculation of Registration Fee'' table in the effective registration 
statement.

    (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 the form of prospectus filed with the Commission 
pursuant to Rule 424(b) or Rule 497(h) under the Securities Act 
(Secs. 230.424(b) or 230.497(h) of this chapter), shall be deemed to be 
a part of the registration statement as of the time it was declared 
effective.
    (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

[[Page 704]]

statement that is declared effective with information omitted from the 
form of prospectus filed as part of such effective registration 
statement in reliance upon this Rule 430A need not contain information 
omitted pursuant to paragraph (a), in order to meet the requirements of 
Section 10 of the Securities Act (15 U.S.C. 77j) for the purpose of 
section 5(b)(1) (15 U.S.C. 77e(b)(1)) thereof. This provision shall not 
limit the information required to be contained in a form of prospectus 
meeting the requirements of section 10(a) of the Act for the purposes of 
section 5(b)(2) thereof or exception (a) of Section 2(10) (15 U.S.C. 
77b(10)) thereof.
    (d) This rule shall not apply to registration statements for 
securities to be offered by competitive bidding.
    (e) In the case of a registration statement filed on Form N-1A 
(Sec. 239.15A and Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 
and Sec. 274.11a-1 of this chapter), Form N-3 (Sec. 239.17a and 
Sec. 274.11b of this chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c 
of this chapter), or Form N-6 (Sec. 239.17c and Sec. 274.11d of this 
chapter), the references to ``form of prospectus'' in paragraphs (a) and 
(b) of this section and the accompanying Note shall be deemed also to 
refer to the form of Statement of Additional Information filed as part 
of such a registration statement.
    (f) This section may apply to registration statements that are 
immediately effective pursuant to Rule 462(e) and (f) (Sec. 230.462(e) 
and (f)).

    Note: If information is omitted in reliance upon paragraph (a) from 
the form of prospectus filed as part of an effective registration 
statement, or effective post-effective amendment thereto, the registrant 
must ascertain promptly whether a form of prospectus transmitted for 
filing under Rule 424(b) of Rule 497(h) under the Securities Act 
actually was received for filing by the Commission and, in the event 
that it was not, promptly file such prospectus.

[52 FR 21261, June 5, 1987, as amended at 56 FR 48103, Sept. 24, 1991; 
57 FR 48976, Oct. 29, 1992; 57 FR 56834, Dec. 1, 1992; 60 FR 26616, May 
17, 1995; 67 FR 19869, Apr. 23, 2002; 70 FR 44813, Aug. 3, 2005]



Sec. 230.430B  Prospectus in a registration statement after effective date.

    (a) A form of prospectus filed as part of a registration statement 
for offerings pursuant to Rule 415(a)(1)(x) (Sec. 230.415(a)(1)(x)) may 
omit from the information required by the form to be in the prospectus 
information that is unknown or not reasonably available to the issuer 
pursuant to Rule 409 (Sec. 230.409). In addition, a form of prospectus 
filed as part of an automatic shelf registration statement for offerings 
pursuant to Rule 415(a) (Sec. 230.415(a)), other than Rule 
415(a)(1)(viii), also may omit information as to whether the offering is 
a primary offering or an offering on behalf of persons other than the 
issuer, or a combination thereof, the plan of distribution for the 
securities, a description of the securities registered other than an 
identification of the name or class of such securities, and the 
identification of other issuers. Each such form of prospectus shall be 
deemed to have been filed as part of the registration statement for the 
purpose of section 7 of the Act.
    (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 (Sec. 239.13 or Sec. 239.33 of this chapter) for 
primary offerings pursuant to General Instruction I.B.1 of such forms, 
may omit the information specified in paragraph (a) of this section, and 
may also omit the identities of selling security holders and amounts of 
securities to be registered on their behalf if:
    (1) The registration statement is an automatic shelf registration 
statement as defined in Rule 405 (Sec. 230.405); or
    (2) All of the following conditions are satisfied:
    (i) The initial offering transaction of the securities (or 
securities convertible into such securities) the resale of which are 
being registered on behalf of each of the selling security holders, was 
completed;
    (ii) The securities (or securities convertible into such securities) 
were issued and outstanding prior to the original date of filing the 
registration statement covering the resale of the securities;
    (iii) The registration statement refers to any unnamed selling 
security holders in a generic manner by identifying the initial offering 
transaction in which the securities were sold; and

[[Page 705]]

    (iv) The issuer is not and during the past three years neither the 
issuer nor any of its predecessors was:
    (A) A blank check company as defined in Rule 419(a)(2) 
(Sec. 230.419(a)(2));
    (B) A shell company, other than a business combination related shell 
company, each as defined in Rule 405; or
    (C) An issuer in an offering of penny stock as defined in Rule 3a51-
1 of the Securities Exchange Act of 1934 (Sec. 240.3a51-1 of this 
chapter).
    (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 requirements of section 10 of the Act for the purpose 
of section 5(b)(1) thereof. This provision shall not limit the 
information required to be contained in a form of prospectus in order to 
meet the requirements of section 10(a) of the Act for the purposes of 
section 5(b)(2) thereof or exception (a) of section 2(a)(10) thereof.
    (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 included subsequently in the prospectus that is part 
of a registration statement by:
    (1) A post-effective amendment to the registration statement;
    (2) A prospectus filed pursuant to Rule 424(b) (Sec. 230.424(b)); or
    (3) If the applicable form permits, including the information in the 
issuer's periodic or current reports filed pursuant to section 13 or 
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) 
that are incorporated or deemed incorporated by reference into the 
prospectus that is part of the registration statement in accordance with 
applicable requirements, subject to the provisions of paragraph (h) of 
this section.
    (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 contained in a form of prospectus required to be filed 
with the Commission pursuant to Rule 424(b), other than as provided in 
paragraph (f) of this section, shall be deemed part of and included in 
the registration statement as of the date such form of filed prospectus 
is first used after effectiveness.
    (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 and is contained in a form of prospectus required to be 
filed with the Commission pursuant to Rule 424(b)(2), (b)(5), or (b)(7), 
shall be deemed to be part of and included in the registration statement 
on the earlier of the date such subsequent form of prospectus is first 
used or the date and time of the first contract of sale of securities in 
the offering to which such subsequent form of prospectus relates.
    (2) The date on which a form of prospectus is deemed to be part of 
and included in the registration statement pursuant to paragraph (f)(1) 
of this section shall be deemed, for purposes of liability under section 
11 of the Act of the issuer and any underwriter at the time only, to be 
a new effective date of the part of such registration statement relating 
to the securities to which such form of prospectus relates, such part of 
the registration statement consisting of all information included in the 
registration statement and any prospectus relating to the offering of 
such securities (including information relating to the offering in a 
prospectus already included in the registration statement) as of such 
date and all information relating to the offering included in reports 
and materials incorporated by reference into such registration statement 
and prospectus as of such date, and in each case not modified or 
superseded pursuant to Rule 412 (Sec. 230.412). The offering of such 
securities at that time shall be deemed to be the initial bona fide 
offering thereof.
    (3) If a registration statement is amended to include or is deemed 
to include, through incorporation by reference or otherwise, except as 
otherwise provided in Rule 436 (Sec. 230.436), a report or opinion of 
any person made on such person's authority as an expert whose consent 
would be required under section 7 of the Act because of being named as 
having prepared or certified part of the registration statement, then 
for purposes of this section and for liability purposes under section 11 
of the Act, the part of the registration

[[Page 706]]

statement for which liability against such person is asserted shall be 
considered as having become effective with respect to such person as of 
the time the report or opinion is deemed to be part of the registration 
statement and a consent required pursuant to section 7 of the Act has 
been provided as contemplated by section 11 of the Act.
    (4) Except for an effective date resulting from the filing of a form 
of prospectus filed for purposes of including information required by 
section 10(a)(3) of the Act or pursuant to Item 512(a)(1)(ii) of 
Regulation S-K (Sec. 229.512(a)(1)(ii) of this chapter), the date a form 
of prospectus is deemed part of and included in the registration 
statement pursuant to this paragraph shall not be an effective date 
established pursuant to paragraph (f)(2) of this section as to:
    (i) Any director (or person acting in such capacity) of the issuer;
    (ii) Any person signing any report or document incorporated by 
reference into the registration statement, except for such a report or 
document incorporated by reference for purposes of including information 
required by section 10(a)(3) of the Act or pursuant to Item 
512(a)(1)(ii) of Regulation S-K (such person except for such reports 
being deemed not to be a person who signed the registration statement 
within the meaning of section 11(a) of the Act).
    (5) The date a form of prospectus is deemed part of and included in 
the registration statement pursuant to paragraph (f)(2) of this section 
shall not be an effective date established pursuant to paragraph (f)(2) 
of this section as to:
    (i) Any accountant with respect to financial statements or other 
financial information contained in the registration statement as of a 
prior effective date and for which the accountant previously provided a 
consent to be named as required by section 7 of the Act, unless the form 
of prospectus contains new audited financial statements or other 
financial information as to which the accountant is an expert and for 
which a new consent is required pursuant to section 7 of the Act or Rule 
436; and
    (ii) Any other person whose report or opinion as an expert or 
counsel has, with their consent, previously been included in the 
registration statement as of a prior effective date, unless the form of 
prospectus contains a new report or opinion for which a new consent is 
required pursuant to section 7 of the Act or Rule 436.
    (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 of the registration statement or made in a 
document incorporated or deemed incorporated by reference into the 
registration statement or prospectus that is part of the registration 
statement after the effective date of such registration statement or 
portion thereof in respect of an offering determined pursuant to this 
section will, as to a purchaser with a time of contract of sale prior to 
such effective date, supersede or modify any statement that was made in 
the registration statement or prospectus that was part of the 
registration statement or made in any such document immediately prior to 
such effective date.
    (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 the offering, the securities, or the 
plan of distribution, or selling security holders for the securities 
that are the subject of the form of prospectus, because such omitted 
information has been included in periodic or current reports filed 
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 
incorporated or deemed incorporated by reference into the prospectus, 
the issuer shall file a form of prospectus identifying the periodic or 
current reports that are incorporated or deemed incorporated by 
reference into the prospectus that is part of the registration statement 
that contain such omitted information. Such form of prospectus shall be 
required to be filed, depending on the nature of the incorporated 
information, pursuant to Rule 424(b)(2), (b)(5), or (b)(7).
    (i) Issuers relying on this section shall furnish the undertakings 
required by Item 512(a) of Regulation S-K.

    Note to Rule 430B: The provisions of paragraph (b) of Rule 401 
(Sec. 230.401(b)) shall apply

[[Page 707]]

to any prospectus filed for purposes of including information required 
by section 10(a)(3) of the Act.

[70 FR 44813, Aug. 3, 2005, as amended at 73 FR 969, Jan. 4, 2008; 79 FR 
57329, Sept. 24, 2014]



Sec. 230.430C  Prospectus in a registration statement pertaining to an
offering other than pursuant to Rule 430A or Rule 430B after the effective
date.

    (a) In offerings made other than in reliance on Rule 430B 
(Sec. 230.430B) or Rule 430D (Sec. 230.430D) and other than for 
prospectuses filed in reliance on Rule 430A (Sec. 230.430A), information 
contained in a form of prospectus required to be filed with the 
Commission pursuant to Rule 424(b) (Sec. 230.424(b)) or Rule 497(b), 
(c), (d), or (e) (Sec. 230.497(b), (c), (d) or (e)), shall be deemed to 
be part of and included in the registration statement on the date it is 
first used after effectiveness.
    (b) Notwithstanding paragraph (a) of this section or paragraph (a) 
of Rule 412 (Sec. 230.412), no statement made in a registration 
statement or prospectus that is part of the registration statement or 
made in a document incorporated or deemed incorporated by reference into 
the registration statement or prospectus that is part of the 
registration statement will, as to a purchaser with a time of contract 
of sale prior to such first use, supersede or modify any statement that 
was made in the registration statement or prospectus that was part of 
the registration statement or made in any such document immediately 
prior to such date of first use.
    (c) Nothing in this section shall affect the information required to 
be included in an issuer's registration statement and prospectus.
    (d) Issuers subject to paragraph (a) of this section shall furnish 
the undertakings required by Item 512(a) of Regulation S-K 
(Sec. 229.512(a) of this chapter) or Item 34.4 of Form N-2 (Secs. 239.14 
and 274.11a-1 of this chapter), as applicable.

[70 FR 44815, Aug. 3, 2005, as amended at 73 FR 969, Jan. 4, 2008; 79 FR 
57329, Sept. 24, 2014]



Sec. 230.430D  Prospectus in a registration statement after effective
date for asset-backed securities offerings.

    (a) A form of prospectus filed as part of a registration statement 
for primary offerings of asset-backed securities pursuant to 
Sec. 230.415(a)(1)(vii) or Sec. 230.415(a)(1)(xii) may omit from the 
information required by the form to be in the prospectus information 
that is unknown or not reasonably available to the issuer pursuant to 
Sec. 230.409.
    (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 information with respect to offering price, 
underwriting syndicate (including any material relationships between the 
registrant and underwriters not named therein), underwriting discounts 
or commissions, discounts or commissions to dealers, amount of proceeds 
or other matters dependent upon the offering price to the extent such 
information is unknown or not reasonably available to the issuer 
pursuant to Sec. 230.409) shall be disclosed in a form of prospectus 
required to be filed with the Commission pursuant to Sec. 230.424(h). 
Each such form of prospectus shall be deemed to have been filed as part 
of the registration statement for the purpose of section 7 of the Act 
(15 U.S.C. 77g).
    (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 of section 10 of the Act (15 U.S.C. 77j) for the 
purpose of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)). This 
provision shall not limit the information required to be contained in a 
form of prospectus in order to meet the requirements of section 10(a) of 
the Act for the purposes of section 5(b)(2) (15 U.S.C. 77e(b)(2)) or 
exception (a) of section 2(a)(10) of the Act (15 U.S.C. 77b(a)(10)(a)).
    (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 statement in reliance on paragraph (a) of this 
section may be included subsequently in the prospectus that is part of a 
registration statement by:

[[Page 708]]

    (i) A post-effective amendment to the registration statement;
    (ii) A prospectus filed pursuant to Sec. 230.424(b); or
    (iii) If the applicable form permits, including the information in 
the issuer's periodic or current reports filed pursuant to section 13 or 
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) 
that are incorporated or deemed incorporated by reference into the 
prospectus that is part of the registration statement in accordance with 
the applicable requirements, subject to the provisions of paragraph (h) 
of this section.
    (2) Information omitted from a form of prospectus that is part of an 
effective registration statement in reliance on paragraph (a) of this 
section that adds a new structural feature or credit enhancement must be 
included subsequently in the prospectus that is part of a registration 
statement by a post-effective amendment to the registration statement.
    (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 contained in a form of prospectus required to be filed with 
the Commission pursuant to Sec. 230.424(b), other than as provided in 
paragraph (f) of this section, shall be deemed part of and included in 
the registration statement as of the date such form of filed prospectus 
is first used after effectiveness.
    (2) Information omitted from a form of prospectus that is part of an 
effective registration statement in reliance on paragraph (a) of this 
section and contained in a form of prospectus required to be filed with 
the Commission pursuant to Sec. 230.424(h) shall be deemed part of and 
included in the registration statement the earlier of the date such form 
of filed prospectus is filed with the Commission pursuant to 
Sec. 230.424(h) or, if used earlier than the date of filing, the date it 
is first used after effectiveness.
    (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 contained in a form of prospectus required to be filed 
with the Commission pursuant to Sec. 230.424(b)(2) or (b)(5), shall be 
deemed to be part of and included in the registration statement on the 
earlier of the date such subsequent form of prospectus is first used or 
the date and time of the first contract of sale of securities in the 
offering to which such subsequent form of prospectus relates.
    (2) The date on which a form of prospectus is deemed to be part of 
and included in the registration statement pursuant to paragraph (f)(1) 
of this section shall be deemed, for purposes of liability under section 
11 of the Act (15 U.S.C. 77k) of the issuer and any underwriter at the 
time only, to be a new effective date of the part of such registration 
statement relating to the securities to which such form of prospectus 
relates, such part of the registration statement consisting of all 
information included in the registration statement and any prospectus 
relating to the offering of such securities (including information 
relating to the offering in a prospectus already included in the 
registration statement) as of such date and all information relating to 
the offering included in reports and materials incorporated by reference 
into such registration statement and prospectus as of such date, and in 
each case not modified or superseded pursuant to Sec. 230.412. The 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.
    (3) If a registration statement is amended to include or is deemed 
to include, through incorporation by reference or otherwise, except as 
otherwise provided in Sec. 230.436, a report or opinion of any person 
made on such person's authority as an expert whose consent would be 
required under section 7 of the Act (15 U.S.C. 77g) because of being 
named as having prepared or certified part of the registration 
statement, then for purposes of this section and for liability purposes 
under section 11 of the Act (15 U.S.C. 77k), the part of the 
registration statement for which liability against such person is 
asserted shall be considered as having become effective with respect to 
such person as of the time the report or opinion is deemed to be part of 
the registration statement and a consent required pursuant to section 7 
of the Act has been

[[Page 709]]

provided as contemplated by section 11 of the Act.
    (4) Except for an effective date resulting from the filing of a form 
of prospectus filed for purposes of including information required by 
section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) or pursuant to Item 
512(a)(1)(ii) of Regulation S-K (Sec. 229.512(a)(1)(ii) of this 
chapter), the date a form of prospectus is deemed part of and included 
in the registration statement pursuant to this paragraph shall not be an 
effective date established pursuant to paragraph (f)(2) of this section 
as to:
    (i) Any director (or person acting in such capacity) of the issuer;
    (ii) Any person signing any report or document incorporated by 
reference into the registration statement, except for such a report or 
document incorporated by reference for purposes of including information 
required by section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) or 
pursuant to Item 512(a)(1)(ii) of Regulation S-K (Sec. 229.512(a)(1)(ii) 
of this chapter) (such person except for such reports being deemed not 
to be a person who signed the registration statement within the meaning 
of section 11(a) of the Act (15 U.S.C. 77k(a)).
    (5) The date a form of prospectus is deemed part of and included in 
the registration statement pursuant to paragraph (f)(2) of this section 
shall not be an effective date established pursuant to paragraph (f)(2) 
of this section as to:
    (i) Any accountant with respect to financial statements or other 
financial information contained in the registration statement as of a 
prior effective date and for which the accountant previously provided a 
consent to be named as required by section 7 of the Act (15 U.S.C. 77g), 
unless the form of prospectus contains new audited financial statements 
or other financial information as to which the accountant is an expert 
and for which a new consent is required pursuant to section 7 of the Act 
or Sec. 230.436; and
    (ii) Any other person whose report or opinion as an expert or 
counsel has, with their consent, previously been included in the 
registration statement as of a prior effective date, unless the form of 
prospectus contains a new report or opinion for which a new consent is 
required pursuant to section 7 of the Act (15 U.S.C. 77g) or 
Sec. 230.436.
    (g) Notwithstanding paragraph (e) or (f) of this section or 
Sec. 230.412(a), no statement made in a registration statement or 
prospectus that is part of the registration statement or made in a 
document incorporated or deemed incorporated by reference into the 
registration statement or prospectus that is part of the registration 
statement after the effective date of such registration statement or 
portion thereof in respect of an offering determined pursuant to this 
section will, as to a purchaser with a time of contract of sale prior to 
such effective date, supersede or modify any statement that was made in 
the registration statement or prospectus that was part of the 
registration statement or made in any such document immediately prior to 
such effective date.
    (h) Where a form of prospectus filed pursuant to Sec. 230.424(b) 
relating to an offering does not include disclosure of omitted 
information regarding the terms of the offering, the securities or the 
plan of distribution for the securities that are the subject of the form 
of prospectus, because such omitted information has been included in 
periodic or current reports filed pursuant to section 13 or 15(d) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) incorporated 
or deemed incorporated by reference into the prospectus, the issuer 
shall file a form of prospectus identifying the periodic or current 
reports that are incorporated or deemed incorporated by reference into 
the prospectus that is part of the registration statement that contain 
such omitted information. Such form of prospectus shall be required to 
be filed, depending on the nature of the incorporated information, 
pursuant to Sec. 230.424(b)(2) or (b)(5).
    (i) Issuers relying on this section shall furnish the undertakings 
required by Item 512(a) of Regulation S-K (Sec. 229.512(a) of this 
chapter).

[79 FR 57329, Sept. 24, 2014]



Sec. 230.431  Summary prospectuses.

    (a) A summary prospectus prepared and filed (except a summary 
prospectus filed by an open-end management investment company registered 
under

[[Page 710]]

the Investment Company Act of 1940) as part of a registration statement 
in accordance with this section shall be deemed to be a prospectus 
permitted under section 10(b) of the Act (15 U.S.C. 77j(b)) for the 
purposes of section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)) if the form 
used for registration of the securities to be offered provides for the 
use of a summary prospectus and the following conditions are met:
    (1)(i) The registrant is organized under the laws of the United 
States or any State or Territory or the District of Columbia and has its 
principal business operations in the United States or its territories; 
or
    (ii) The registrant is a foreign private issuer eligible to use Form 
F-2 (Sec. 239.32 of this chapter);
    (2) The registrant has a class of securities registered pursuant to 
section 12(b) of the Securities Exchange Act of 1934 or has a class of 
equity securities registered pursuant to section 12(g) of that Act or is 
required to file reports pursuant to section 15(d) of that Act;
    (3) The registrant: (i) Has been subject to the requirements of 
section 12 or 15(d) of the Securities Exchange Act of 1934 and has filed 
all the material required to be filed pursuant to sections 13, 14 or 
15(d) of that Act for a period of at least thirty-six calendar months 
immediately preceding the filing of the registration statement; and (ii) 
has filed in a timely manner all reports required to be filed during the 
twelve calendar months and any portion of a month immediately preceding 
the filing of the registration statement and, if the registrant has used 
(during the twelve calendar months and any portion of a month 
immediately preceding the filing of the registration statement) Rule 
12b-25(b) under the Securities Exchange Act of 1934 (Sec. 240.12b-25 of 
this chapter) with respect to a report or portion of a report, that 
report or portion thereof has actually been filed within the time period 
prescribed by that Rule; and
    (4) Neither the registrant nor any of its consolidated or 
unconsolidated subsidiaries has, since the end of its last fiscal year 
for which certified financial statements of the registrant and its 
consolidated subsidiaries were included in a report filed pursuant to 
section 13(a) or 15(d) of the Securities Exchange Act of 1934: (i) 
failed to pay any dividend or sinking fund installment on preferred 
stock; or (ii) defaulted on any installment or installments on 
indebtedness for borrowed money, or on any rental on one or more long 
term leases, which defaults in the aggregate are material to the 
financial position of the registrant and its consolidated and 
unconsolidated subsidiaries, taken as a whole.
    (b) A summary prospectus shall contain the information specified in 
the instructions as to summary prospectuses in the form used for 
registration of the securities to be offered. Such prospectus may 
include any other information the substance of which is contained in the 
registration statement except as otherwise specifically provided in the 
instructions as to summary prospectuses in the form used for 
registration. It shall not include any information the substance of 
which is not contained in the registration statement except that a 
summary prospectus may contain any information specified in Rule 134(a) 
(Sec. 230.134(a)). No reference need be made to inapplicable terms and 
negative answers to any item of the form may be omitted.
    (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 summarized form as may be appropriate in the light of 
the circumstances under which the prospectus is to be used. The 
information need not follow the numerical sequence of the items of the 
form used for registration. Every summary prospectus shall be dated 
approximately as of the date of its first use.
    (d) When used prior to the effective date of the registration 
statement, a summary prospectus shall be captioned a ``Preliminary 
Summary Prospectus'' and shall comply with the applicable requirements 
relating to a preliminary prospectus.
    (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:


[[Page 711]]


``Copies of a more complete prospectus may be obtained from'' (Insert 
name(s), address(es) and telephone number(s)).


Copies of a summary prospectus filed with the Commission pursuant to 
paragraph (g) of this section may omit the names of persons from whom 
the complete prospectus may be obtained.
    (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 this rule shall prevent the use of reprints of a 
summary prospectus published in a newspaper, magazine, or other 
periodical, if such reprints are clearly legible.
    (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 (exclusive of Saturdays, Sundays and holidays) prior to the 
use thereof, or prior to the release for publication by any newspaper, 
magazine or other person, whichever is earlier. The Commission may, 
however, in its discretion, authorize such use or publication prior to 
the expiration of the 5-day period upon a written request for such 
authorization. Within 7 days after the first use or publication thereof, 
5 additional copies shall be filed in the exact form in which it was 
used or published.

[47 FR 11440, Mar. 16, 1982, as amended at 47 FR 54770, Dec. 6, 1982; 63 
FR 13984, Mar. 23, 1998; 76 FR 71876, Nov. 21, 2011]



Sec. 230.432  Additional information required to be included in
prospectuses relating to tender offers.

    Notwithstanding the provisions of any form for the registration of 
securities under the Act, any prospectus relating to securities to be 
offered in connection with a tender offer for, or a request or 
invitation for tenders of, securities subject to either Sec. 240.13e-4 
or section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 
78n(d)) must include the information required by Sec. 240.13e-4(d)(1) or 
Sec. 240.14d-6(d)(1) of this chapter, as applicable, in all tender 
offers, requests or invitations that are published, sent or given to 
security holders.

[64 FR 61451, Nov. 10, 1999]



Sec. 230.433  Conditions to permissible post-filing free writing 
prospectuses.

    (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 (Sec. 230.164)) that are the subject of a registration 
statement that has been filed under the Act. Such a free writing 
prospectus that satisfies the conditions of this section may include 
information the substance of which is not included in the registration 
statement. Such a free writing prospectus that satisfies the conditions 
of this section will be a prospectus permitted under section 10(b) of 
the Act for purposes of sections 2(a)(10), 5(b)(1), and 5(b)(2) of the 
Act and will, for purposes of considering it a prospectus, be deemed to 
be public, without regard to its method of use or distribution, because 
it is related to the public offering of securities that are the subject 
of a filed registration statement.
    (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) through (g) of this section, a free writing 
prospectus may be used under this section and Rule 164 in connection 
with a registered offering of securities:
    (1) Eligibility and prospectus conditions for seasoned issuers and 
well-known seasoned issuers. Subject to the provisions of Rule 164(e), 
(f), and (g), the issuer or any other offering participant may use a 
free writing prospectus in the following offerings after a registration 
statement relating to the offering has been filed that includes a 
prospectus that, other than by reason of this section or Rule 431, 
satisfies the requirements of section 10 of the Act:
    (i) Offerings of securities registered on Form S-3 (Sec. 239.33 of 
this chapter) pursuant to General Instruction I.B.1, I.B.2, I.C., or 
I.D. thereof or on Form SF-3 (Sec. 239.45 of this chapter);
    (ii) Offerings of securities registered on Form F-3 (Sec. 239.13 of 
this chapter) pursuant to General Instruction I.A.5, I.B.1, I.B.2, or 
I.C. thereof;
    (iii) Any other offering not excluded from reliance on this section 
and Rule 164 of securities of a well-known seasoned issuer; and

[[Page 712]]

    (iv) Any other offering not excluded from reliance on this section 
and Rule 164 of securities of an issuer eligible to use Form S-3 or Form 
F-3 for primary offerings pursuant to General Instruction I.B.1 of such 
Forms.
    (2) Eligibility and prospectus conditions for non-reporting and 
unseasoned issuers. If the issuer does not fall within the provisions of 
paragraph (b)(1) of this section, then, subject to the provisions of 
Rule 164(e), (f), and (g), any person participating in the offer or sale 
of the securities may use a free writing prospectus as follows:
    (i) If the free writing prospectus is or was prepared by or on 
behalf of or used or referred to by an issuer or any other offering 
participant, if consideration has been or will be given by the issuer or 
other offering participant for the dissemination (in any format) of any 
free writing prospectus (including any published article, publication, 
or advertisement), or if section 17(b) of the Act requires disclosure 
that consideration has been or will be given by the issuer or other 
offering participant for any activity described therein in connection 
with the free writing prospectus, then a registration statement relating 
to the offering must have been filed that includes a prospectus that, 
other than by reason of this section or Rule 431, satisfies the 
requirements of section 10 of the Act, including a price range where 
required by rule, and the free writing prospectus shall be accompanied 
or preceded by the most recent such prospectus; provided, however, that 
use of the free writing prospectus is not conditioned on providing the 
most recent such prospectus if a prior such prospectus has been provided 
and there is no material change from the prior prospectus reflected in 
the most recent prospectus; provided further, that after effectiveness 
and availability of a final prospectus meeting the requirements of 
section 10(a) of the Act, no such earlier prospectus may be provided in 
satisfaction of this condition, and such final prospectus must precede 
or accompany any free writing prospectus provided after such 
availability, whether or not an earlier prospectus had been previously 
provided.

    Notes to paragraph (b)(2)(i) of Rule 433: 1. The condition that a 
free writing prospectus shall be accompanied or preceded by the most 
recent prospectus satisfying the requirements of section 10 of the Act 
would be satisfied if a free writing prospectus that is an electronic 
communication contained an active hyperlink to such most recent 
prospectus; and
    2. A communication for which disclosure would be required under 
section 17(b) of the Act as a result of consideration given or to be 
given, directly or indirectly, by or on behalf of an issuer or other 
offering participant is an offer by the issuer or such other offering 
participant as the case may be and is, if written, a free writing 
prospectus of the issuer or other offering participant.

    (ii) Where paragraph (b)(2)(i) of this section does not apply, a 
registration statement relating to the offering has been filed that 
includes a prospectus that, other than by reason of this section or Rule 
431 satisfies the requirements of section 10 of the Act, including a 
price range where required by rule. For purposes of paragraph (f) of 
this section, the prospectus included in the registration statement 
relating to the offering that has been filed does not have to include a 
price range otherwise required by rule.
    (3) Successors. A successor issuer will be considered to satisfy the 
applicable provisions of this paragraph (b) if:
    (i) Its predecessor and it, taken together, satisfy the conditions, 
provided that the succession was primarily for the purpose of changing 
the state or other jurisdiction of incorporation of the predecessor or 
forming a holding company and the assets and liabilities of the 
successor at the time of succession were substantially the same as those 
of the predecessor; or
    (ii) All predecessors met the conditions at the time of succession 
and the issuer has continued to do so since the succession.
    (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 not included in the registration statement but 
such information shall not conflict with:
    (i) Information contained in the filed registration statement, 
including any prospectus or prospectus supplement that is part of the 
registration statement (including pursuant to Rule 430B (Sec. 230.430B), 
Rule 430C (Sec. 230.430C) or

[[Page 713]]

Rule 430D (Sec. 230.430D) and not superseded or modified; or
    (ii) Information contained in the issuer's periodic and current 
reports filed or furnished to the Commission pursuant to section 13 or 
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) 
that are incorporated by reference into the registration statement and 
not superseded or modified.
    (2)(i) A free writing prospectus used in reliance on this section 
shall contain substantially the following legend:

    The issuer has filed a registration statement (including a 
prospectus) with the SEC for the offering to which this communication 
relates. Before you invest, you should read the prospectus in that 
registration statement and other documents the issuer has filed with the 
SEC for more complete information about the issuer and this offering. 
You may get these documents for free by visiting EDGAR on the SEC Web 
site at www.sec.gov. Alternatively, the issuer, any underwriter or any 
dealer participating in the offering will arrange to send you the 
prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx].

    (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 the issuer's Web site and provide the Internet 
address and the particular location of the documents on the Web site.
    (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 filed with the Commission under this section by a 
means reasonably calculated to result in filing no later than the date 
of first use. The free writing prospectus filed for purposes of this 
section will not be filed as part of the registration statement:
    (i) The issuer shall file:
    (A) Any issuer free writing prospectus, as defined in paragraph (h) 
of this section;
    (B) Any issuer information that is contained in a free writing 
prospectus prepared by or on behalf of or used by any other offering 
participant (but not information prepared by or on behalf of a person 
other than the issuer on the basis of or derived from that issuer 
information); and
    (C) A description of the final terms of the issuer's securities in 
the offering or of the offering contained in a free writing prospectus 
or portion thereof prepared by or on behalf of the issuer or any 
offering participant, after such terms have been established for all 
classes in the offering; and
    (ii) Any offering participant, other than the issuer, shall file any 
free writing prospectus that is used or referred to by such offering 
participant and distributed by or on behalf of such person in a manner 
reasonably designed to lead to its broad unrestricted dissemination.
    (2) Each free writing prospectus or issuer information contained in 
a free writing prospectus filed under this section shall identify in the 
filing the Commission file number for the related registration statement 
or, if that file number is unknown, a description sufficient to identify 
the related registration statement.
    (3) The condition to file a free writing prospectus under paragraph 
(d)(1) of this section shall not apply if the free writing prospectus 
does not contain substantive changes from or additions to a free writing 
prospectus previously filed with the Commission.
    (4) The condition to file issuer information contained in a free 
writing prospectus of an offering participant other than the issuer 
shall not apply if such information is included (including through 
incorporation by reference) in a prospectus or free writing prospectus 
previously filed that relates to the offering.
    (5) Notwithstanding the provisions of paragraph (d)(1) of this 
section:
    (i) To the extent a free writing prospectus or portion thereof 
otherwise required to be filed contains a description of terms of the 
issuer's securities in the offering or of the offering that does not 
reflect the final terms, such free writing prospectus or portion thereof 
is not required to be filed; and
    (ii) A free writing prospectus or portion thereof that contains only 
a description of the final terms of the issuer's securities in the 
offering or of the offerings shall be filed by the issuer within two 
days of the later of the date such final terms have been established

[[Page 714]]

for all classes of the offering and the date of first use.
    (6)(i) Notwithstanding the provisions of paragraph (d) of this 
section, in an offering of asset-backed securities, a free writing 
prospectus or portion thereof required to be filed that contains only 
ABS informational and computational materials as defined in Item 1101(a) 
of Regulation AB (Sec. 229.1101 of this chapter), may be filed under 
this section within the timeframe permitted by Rule 426(b) 
(Sec. 230.426(b)) and such filing will satisfy the filing conditions 
under this section.
    (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 include the conditions of paragraph (d)(6)(i) of this 
section) are satisfied with respect thereto, then the use of that free 
writing prospectus shall not be conditioned on satisfaction of the 
provisions, including without limitation the filing conditions, of Rule 
167 and Rule 426 (Secs. 230.167 and 230.426). In the event that ABS 
informational and computational materials are used in reliance on Rule 
167 and Rule 426 and the conditions of those rules are satisfied with 
respect thereto, then the use of those materials shall not be 
conditioned on the satisfaction of the conditions of Rule 164 and this 
section.
    (7) The condition to file a free writing prospectus or issuer 
information pursuant to this paragraph (d) for a free writing prospectus 
used at the same time as a communication in a business combination 
transaction subject to Rule 425 (Sec. 230.425) shall be satisfied if:
    (i) The free writing prospectus or issuer information is filed in 
accordance with the provisions of Rule 425, including the filing 
timeframe of Rule 425;
    (ii) The filed material pursuant to Rule 425 indicates on the cover 
page that it also is being filed pursuant to Rule 433; and
    (iii) The filed material pursuant to Rule 425 contains the 
information specified in paragraph (c)(2) of this section.
    (8) Notwithstanding any other provision of this paragraph (d):
    (i) A road show for an offering that is a written communication is a 
free writing prospectus, provided that, except as provided in paragraph 
(d)(8)(ii) of this section, a written communication that is a road show 
shall not be required to be filed; and
    (ii) In the case of a road show that is a written communication for 
an offering of common equity or convertible equity securities by an 
issuer that is, at the time of the filing of the registration statement 
for the offering, not required to file reports with the Commission 
pursuant to section 13 or section 15(d) of the Securities Exchange Act 
of 1934, such a road show is required to be filed pursuant to this 
section unless the issuer of the securities makes at least one version 
of a bona fide electronic road show available without restriction by 
means of graphic communication to any person, including any potential 
investor in the securities (and if there is more than one version of a 
road show for the offering that is a written communication, the version 
available without restriction is made available no later than the other 
versions).

    Note to paragraph (d)(8): A communication that is provided or 
transmitted simultaneously with a road show and is provided or 
transmitted in a manner designed to make the communication available 
only as part of the road show and not separately is deemed to be part of 
the road show. Therefore, if the road show is not a written 
communication, such a simultaneous communication (even if it would 
otherwise be a graphic communication or other written communication) is 
also deemed not to be written. If the road show is written and not 
required to be filed, such a simultaneous communication is also not 
required to be filed. Otherwise, a written communication that is an 
offer contained in a separate file from a road show, whether or not the 
road show is a written communication, or otherwise transmitted 
separately from a road show, will be a free writing prospectus subject 
to any applicable filing conditions of paragraph (d) of this section.

    (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 hyperlinked by the issuer from the issuer's Web 
site to a third party's Web site is a written offer of such securities 
by the issuer and, unless otherwise exempt or excluded from the 
requirements of section 5(b)(1) of the Act, the

[[Page 715]]

filing conditions of paragraph (d) of this section apply to such offer.
    (2) Notwithstanding paragraph (e)(1) of this section, historical 
issuer information that is identified as such and located in a separate 
section of the issuer's Web site containing historical issuer 
information, that has not been incorporated by reference into or 
otherwise included in a prospectus of the issuer for the offering and 
that has not otherwise been used or referred to in connection with the 
offering, will not be considered a current offer of the issuer's 
securities and therefore will not be a free writing prospectus.
    (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 its behalf provided, authorized, or approved 
information that is prepared and published or disseminated by a person 
unaffiliated with the issuer or any other offering participant that is 
in the business of publishing, radio or television broadcasting or 
otherwise disseminating written communications would be considered at 
the time of publication or dissemination to be a free writing prospectus 
prepared by or on behalf of the issuer or such other offering 
participant for purposes of this section subject to the following:
    (1) The conditions of paragraph (b)(2)(i) of this section will not 
apply and the conditions of paragraphs (c)(2) and (d) of this section 
will be deemed to be satisfied if:
    (i) No payment is made or consideration given by or on behalf of the 
issuer or other offering participant for the written communication or 
its dissemination; and
    (ii) The issuer or other offering participant in question files the 
written communication with the Commission, and includes in the filing 
the legend required by paragraph (c)(2) of this section, within four 
business days after the issuer or other offering participant becomes 
aware of the publication, radio or television broadcast, or other 
dissemination of the written communication.
    (2) The filing obligation under paragraph (f)(1)(ii) of this section 
shall be subject to the following:
    (i) The issuer or other offering participant shall not be required 
to file a free writing prospectus if the substance of that free writing 
prospectus has previously been filed with the Commission;
    (ii) Any filing made pursuant to paragraph (f)(1)(ii) of this 
section may include information that the issuer or offering participant 
in question reasonably believes is necessary or appropriate to correct 
information included in the communication; and
    (iii) In lieu of filing the actual written communication as 
published or disseminated as required by paragraph (f)(1)(ii) of this 
section, the issuer or offering participant in question may file a copy 
of the materials provided to the media, including transcripts of 
interviews or similar materials, provided the copy or transcripts 
contain all the information provided to the media.
    (3) For purposes of this paragraph (f) of this section, an issuer 
that is in the business of publishing or radio or television 
broadcasting may rely on this paragraph (f) as to any publication or 
radio or television broadcast that is a free writing prospectus in 
respect of an offering of securities of the issuer if the issuer or an 
affiliate:
    (i) Is the publisher of a bona fide newspaper, magazine, or business 
or financial publication of general and regular circulation or bona fide 
broadcaster of news including business and financial news;
    (ii) Has established policies and procedures for the independence of 
the content of the publications or broadcasts from the offering 
activities of the issuer; and
    (iii) Publishes or broadcasts the communication in the ordinary 
course.
    (g) Record retention. Issuers and offering participants shall retain 
all free writing prospectuses they have used, and that have not been 
filed pursuant to paragraph (d) or (f) of this section, for 3 years 
following the initial bona fide offering of the securities in question.

    Note to paragraph (g) of Sec. 230.433: To the extent that the record 
retention requirements of Rule 17a-4 of the Securities Exchange Act of 
1934 (Sec. 240.17a-4 of this chapter) apply to free writing prospectuses 
required to be retained by a broker-dealer under this

[[Page 716]]

section, such free writing prospectuses are required to be retained in 
accordance with such requirements.

    (h) Definitions. For purposes of this section:
    (1) An issuer free writing prospectus means a free writing 
prospectus prepared by or on behalf of the issuer or used or referred to 
by the issuer and, in the case of an asset-backed issuer, prepared by or 
on behalf of a depositor, sponsor, or servicer (as defined in Item 1101 
of Regulation AB) or affiliated depositor or used or referred to by any 
such person.
    (2) Issuer information means material information about the issuer 
or its securities that has been provided by or on behalf of the issuer.
    (3) A written communication or information is prepared or provided 
by or on behalf of a person if the person or an agent or representative 
of the person authorizes the communication or information or approves 
the communication or information before it is used. An offering 
participant other than the issuer shall not be an agent or 
representative of the issuer solely by virtue of its acting as an 
offering participant.
    (4) A road show means an offer (other than a statutory prospectus or 
a portion of a statutory prospectus filed as part of a registration 
statement) that contains a presentation regarding an offering by one or 
more members of the issuer's management (and in the case of an offering 
of asset-backed securities, management involved in the securitization or 
servicing function of one or more of the depositors, sponsors, or 
servicers (as such terms are defined in Item 1101 of Regulation AB) or 
an affiliated depositor) and includes discussion of one or more of the 
issuer, such management, and the securities being offered; and
    (5) A bona fide electronic road show means a road show that is a 
written communication transmitted by graphic means that contains a 
presentation by one or more officers of an issuer or other persons in an 
issuer's management (and in the case of an offering of asset-backed 
securities, management involved in the securitization or servicing 
function of one or more of the depositors, sponsors, or servicers (as 
such terms are defined in Item 1101 of Regulation AB) or an affiliated 
depositor) and, if more than one road show that is a written 
communication is being used, includes discussion of the same general 
areas of information regarding the issuer, such management, and the 
securities being offered as such other issuer road show or shows for the 
same offering that are written communications.

    Note to Sec. 230.433. This section does not affect the operation of 
the provisions of clause (a) of section 2(a)(10) of the Act providing an 
exception from the definition of ``prospectus.''

[70 FR 44815, Aug. 3, 2005, as amended at 71 FR 7413, Feb. 13, 2006; 79 
FR 57331, Sept. 24, 2014]

                            written consents



Sec. 230.436  Consents required in special cases.

    (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 written consent of the expert or counsel shall be filed 
as an exhibit to the registration statement and shall expressly state 
that the expert or counsel consents to such quotation or summarization.
    (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 set forth in the registration statement 
upon the authority of or in reliance upon such persons as experts, the 
written consents of such persons shall be filed as exhibits to the 
registration statement.
    (c) Notwithstanding the provisions of paragraph (b) of this section, 
a report on unaudited interim financial information (as defined in 
paragraph (d) of this section) by an independent accountant who has 
conducted a review of such interim financial information shall not be 
considered a part of a registration statement prepared or certified by 
an accountant or a report prepared or certified by an accountant within 
the meaning of sections 7 and 11 of the Act.
    (d) The term report on unaudited interim financial information shall 
mean a report which consists of the following:

[[Page 717]]

    (1) A statement that the review of interim financial information was 
made in accordance with established professional standards for such 
reviews;
    (2) An identification of the interim financial information reviewed;
    (3) A description of the procedures for a review of interim 
financial information;
    (4) A statement that a review of interim financial information is 
substantially less in scope than an examination in accordance with 
generally accepted auditing standards, the objective of which is an 
expression of opinion regarding the financial statements taken as a 
whole, and, accordingly, no such opinion is expressed; and
    (5) A statement about whether the accountant is aware of any 
material modifications that should be made to the accompanying financial 
information so that it conforms with generally accepted accounting 
principles.
    (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 having acted in such capacity.
    (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 furnished.
    (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 convertible debt securities, or a class of 
preferred stock by a nationally recognized statistical rating 
organization, or with respect to registration statements on Form F-9 
(Sec. 239.39 of this chapter) by any other rating organization specified 
in the Instruction to paragraph (a)(2) of General Instruction I of Form 
F-9, shall not be considered a part of the registration statement 
prepared or certified by a person within the meaning of sections 7 and 
11 of the Act.
    (2) For the purpose of paragraph (g)(1) of this section, the term 
nationally recognized statistical rating organization shall have the 
same meaning as used in Rule 15c3-1(c)(2)(vi)(F) (17 CFR 240.15c3-1 
(c)(2)(vi)(F)).

[47 FR 11441, Mar. 16, 1982, as amended at 58 FR 62030, Nov. 23, 1993; 
76 FR 71876, Nov. 21, 2011]



Sec. 230.437  Application to dispense with consent.

    An application to the Commission to dispense with any written 
consent of an expert pursuant to section 7 of the act shall be made by 
the registrant and shall be supported by an affidavit or affidavits 
establishing that the obtaining of such consent is impracticable or 
involves undue hardship on the registrant. Such application shall be 
filed and the consent of the Commission shall be obtained prior to the 
effective date of the registration statement.

[Reg. C, 12 FR 4074, June 24, 1947]



Sec. 230.437a  Written consents.

    (a) This section applies only to registrants that:
    (1) Are not a ``blank check company'' as defined in 
Sec. 230.419(a)(2); and
    (2) Are filing a registration statement containing financial 
statements in which Arthur Andersen LLP (or a foreign affiliate of 
Arthur Andersen LLP) had been acting as the independent public 
accountant.
    (b) Notwithstanding any other Commission rule or regulation, every 
registrant eligible to rely on this section may dispense with the 
requirement for the registrant to file the written consent of Arthur 
Andersen LLP (or a foreign affiliate of Arthur Andersen LLP) as required 
by Section 7 of the Act (15 U.S.C. 77g) where:
    (1) The registrant has not already obtained the written consent that 
would be required if not for this section;
    (2) The registrant is not able to obtain the written consent after 
reasonable efforts; and
    (3) The registrant discloses clearly any limitations on recovery by 
investors posed by the lack of consent.

[67 FR 13537, Mar. 22, 2002]



Sec. 230.438  Consents of persons about to become directors.

    If any person who has not signed the registration statement is named 
therein as about to become a director, the written consent of such 
person shall be filed with the registration statement. Any such consent, 
however, may be omitted if there is filed with the registration 
statement a statement by the registrant, supported by an affidavit or

[[Page 718]]

affidavits, setting forth the reasons for such omission and establishing 
that the obtaining of such consent is impracticable or involves undue 
hardship on the registrant.

[Reg. C, 12 FR 4074, June 24, 1947]



Sec. 230.439  Consent to use of material incorporated by reference.

    (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 registration statement, such consent shall be filed 
as an exhibit to the registration statement even though the material is 
incorporated therein by reference. Where the filing of a written consent 
is required with respect to material incorporated in the registration 
statement by reference, which is to be filed subsequent to the effective 
date of the registration statement, such consent shall be filed as an 
amendment to the registration statement no later than the date on which 
such material is filed with the Commission, unless express consent to 
incorporation by reference is contained in the material to be 
incorporated by reference.
    (b) Notwithstanding paragraph (a) of this section, any required 
consent may be incorporated by reference into a registration statement 
filed pursuant to Rule 462(b) (Sec. 230.462(b)) or a post-effective 
amendment filed pursuant to Rule 462(e) (Sec. 230.462(e)) from a 
previously filed registration statement relating to that offering, 
provided that the consent contained in the previously filed registration 
statement expressly provides for such incorporation.

[47 FR 11441, Mar. 16, 1982, as amended at 60 FR 26615, 26617, May 17, 
1995; 70 FR 44818, Aug. 3, 2005]



Secs. 230.445-230.447  [Reserved]

                      filings; fees; effective date



Sec. 230.455  Place of filing.

    All registration statements and other papers filed with the 
Commission shall be filed at its principal office. Such material may be 
filed by delivery to the Commission; provided, however, that only 
registration statements and post-effective amendments thereto filed 
pursuant to Rule 462(b) (Sec. 230.462(b)) and Rule 110(d) 
(Sec. 230.110(d)) may be filed by means of facsimile transmission.

[73 FR 969, Jan. 4, 2008]



Sec. 230.456  Date of filing; timing of fee payment.

    (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 with respect to such filing have been complied 
with and the required fee paid. The failure to pay an insignificant 
amount of the required fee at the time of filing, as the result of a 
bona fide error, shall not be deemed to affect the date of filing.
    (b)(1) Notwithstanding paragraph (a) of this section, a well-known 
seasoned issuer that registers securities offerings on an automatic 
shelf registration statement, or registers additional securities or 
classes of securities thereon pursuant to Rule 413(b) (Sec. 230.413(b)), 
may, but is not required to, defer payment of all or any part of the 
registration fee to the Commission required by section 6(b)(2) of the 
Act on the following conditions:
    (i) If the issuer elects to defer payment of the registration fee, 
it shall pay the registration fees (pay-as-you-go registration fees) 
calculated in accordance with Rule 457(r) (Sec. 230.457(r)) in advance 
of or in connection with an offering of securities from the registration 
statement within the time required to file the prospectus supplement 
pursuant to Rule 424(b) (Sec. 230.424(b)) for the offering, provided, 
however, that if the issuer fails, after a good faith effort to pay the 
filing fee within the time required by this section, the issuer may 
still be considered to have paid the fee in a timely manner if it is 
paid within four business days of its original due date; and
    (ii) The issuer reflects the amount of the pay-as-you-go 
registration fee paid or to be paid in accordance with paragraph 
(b)(1)(i) of this section by updating the ``Calculation of Registration 
Fee'' table to indicate the class and aggregate offering price of 
securities offered and the amount of registration fee paid or to be paid 
in connection with the offering or offerings either in a post-effective 
amendment filed at the

[[Page 719]]

time of the fee payment or on the cover page of a prospectus filed 
pursuant to Rule 424(b) (Sec. 230.424(b)).
    (2) A registration statement filed relying on the pay-as-you-go 
registration fee payment provisions of paragraph (b)(1) of this section 
will be considered filed as to the securities or classes of securities 
identified in the registration statement for purposes of this section 
and section 5 of the Act when it is received by the Commission, if it 
complies with all other requirements of the Act and the rules with 
respect to it.
    (3) The securities sold pursuant to a registration statement will be 
considered registered, for purposes of section 6(a) of the Act, if the 
pay-as-you-go registration fee has been paid and the post-effective 
amendment or prospectus including the amended ``Calculation of 
Registration Fee'' table is filed pursuant to paragraph (b)(1) of this 
section.
    (c)(1) Notwithstanding paragraph (a) of this section, an asset-
backed issuer that registers asset-backed securities offerings on Form 
SF-3 (Sec. 239.45 of this chapter), may, but is not required to, defer 
payment of all or any part of the registration fee to the Commission 
required by section 6(b)(1) of the Act (15 U.S.C. 77f(b)(1)) on the 
following conditions:
    (i) If the issuer elects to defer payment of the registration fee, 
it shall pay the registration fees (pay-as-you-go registration fees) 
calculated in accordance with Sec. 230.457(s) in advance of or in 
connection with an offering of securities from the registration 
statement at the time of filing the prospectus pursuant to 
Sec. 230.424(h) for the offering; and
    (ii) The issuer reflects the amount of the pay-as-you-go 
registration fee paid or to be paid in accordance with paragraph 
(c)(1)(i) of this section by updating the ``Calculation of Registration 
Fee'' table to indicate the class and aggregate offering price of 
securities offered and the amount of registration fee paid or to be paid 
in connection with the offering or offerings on the cover page of a 
prospectus filed pursuant to Sec. 230.424(h).
    (2) A registration statement filed relying on the pay-as-you-go 
registration fee payment provisions of paragraph (c)(1) of this section 
will be considered filed as to the securities or classes of securities 
identified in the registration statement for purposes of this section 
and section 5 of the Act (15 U.S.C. 77e) when it is received by the 
Commission, if it complies with all other requirements of the Act and 
the rules with respect to it.
    (3) The securities sold pursuant to a registration statement will be 
considered registered, for purpose of section 6(a) of the Act (15 U.S.C. 
77f(a)), if the pay-as-you-go registration fee has been paid and the 
prospectus including the amended ``Calculation of Registration Fee'' 
table is filed pursuant to paragraph (c)(1) of this section.

[16 FR 8737, Aug. 29, 1951, as amended at 70 FR 44818, Aug. 3, 2005; 79 
FR 57331, Sept. 24, 2014; 81 FR 40512, June 22, 2016]



Sec. 230.457  Computation of fee.

    (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 additional filing fee shall be required as a result of 
changes in the proposed offering price. If the number of shares or other 
units of securities, or the principal amount of debt securities to be 
offered is increased by an amendment filed prior to the effective date 
of the registration statement, an additional filing fee, computed on the 
basis of the offering price of the additional securities, shall be paid. 
There will be no refund once the statement is filed.
    (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 Exchange Act of 1934 or any applicable provision 
of this section; the fee requirements under sections 13(e) and 14(g) 
shall be reduced in an amount equal to the fee paid the Commission with 
respect to a transaction under this section. No part of a filing fee is 
refundable.
    (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 of the price of securities of the same class, 
as follows: either the average of the high and low prices reported in 
the consolidated reporting system

[[Page 720]]

(for exchange traded securities and last sale reported over-the-counter 
securities) or the average of the bid and asked price (for other over-
the-counter securities) as of a specified date within 5 business days 
prior to the date of filing the registration statement.
    (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 basis of the market value of such assets as of a 
specified date within fifteen days prior to the date of filing, in 
accordance with the method to be used in calculating the daily offering 
price.
    (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 general public, the registration fee is to be 
calculated upon the basis of the proposed offering price to such 
security holders or the proposed reoffering price to the general public, 
whichever is higher.
    (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 reclassification or recapitalization which 
involves the substitution of a security for another security, a merger, 
a consolidation, or a similar plan of acquisition, the registration fee 
is to be calculated as follows:
    (1) Upon the basis of the market value of the securities to be 
received by the registrant or canceled in the exchange or transaction as 
established by the price of securities of the same class, as determined 
in accordance with paragraph (c) of this section.
    (2) If there is no market for the securities to be received by the 
registrant or cancelled in the exchange or transaction, the book value 
of such securities computed as of the latest practicable date prior to 
the date of filing the registration statement shall be used, unless the 
issuer of such securities is in bankruptcy or receivership, or has an 
accumulated capital deficit, in which case one-third of the principal 
amount, par value or stated value of such securities shall be used.
    (3) If any cash is to be received by the registrant in connection 
with the exchange or transaction, the amount thereof shall be added to 
the value of the securities to be received by the registrant or 
cancelled as computed in accordance with (e) (1) or (2) of this section. 
If any cash is to be paid by the registrant in connection with the 
exchange or transaction, the amount thereof shall be deducted from the 
value of the securities to be received by the registrant in exchange as 
computed in accordance with (e) (1) or (2) of this section.
    (4) Securities to be offered directly or indirectly for certificates 
of deposit shall be deemed to be offered for the securities represented 
by the certificates of deposit.
    (5) If a filing fee is paid under this paragraph for the 
registration of an offering and the registration statement also covers 
the resale of such securities, no additional filing fee is required to 
be paid for the resale transaction.
    (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 to be underwriters, as defined in section 2(11) of 
the Act, with respect to the warrants or rights or the securities 
subject thereto, the registration fee is to be calculated upon the basis 
of the price at which the warrants or rights or securities subject 
thereto are to be offered to the public. If such offering price cannot 
be determined at the time of filing the registration statement, the 
registration fee is to be calculated upon the basis of the highest of 
the following: (1) the price at which the warrants or rights may be 
exercised, if known at the time of filing the registration statement; 
(2) the offering price of securities of the same class included in the 
registration statement; or (3) the price of securities of the same 
class, as determined in accordance with paragraph (c) of this section. 
If the fee is to be calculated upon the basis of the price at which the 
warrants or rights may be exercised and they are exercisable over a 
period of time at progressively higher prices, the fee shall be 
calculated on the basis of the highest price at which they may be 
exercised. If the warrants or rights are to be registered for 
distribution in the

[[Page 721]]

same registration statement as the securities to be offered pursuant 
thereto, no separate registration fee shall be required.
    (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 computed with respect to the maximum number of 
the registrant's securities issuable under the plan that are covered by 
the registration statement. If the offering price is not known, the fee 
shall be computed upon the basis of the price of securities of the same 
class, as determined in accordance with paragraph (c) of this section. 
In the case of an employee stock option plan, the aggregate offering 
price and the fee shall be computed upon the basis of the price at which 
the options may be exercised, or, if such price is not known, upon the 
basis of the price of securities of the same class, as determined in 
accordance with paragraph (c) of this section. If there is no market for 
the securities to be offered, the book value of such securities computed 
as of the latest practicable date prior to the date of filing the 
registration statement shall be used.
    (2) If the registration statement registers securities of the 
registrant and also registers interests in the plan constituting 
separate securities, no separate fee is required with respect to the 
plan interests.
    (3) Where a registration statement includes securities to be offered 
pursuant to an employee benefit plan and covers the resale of the same 
securities, no additional filing fee shall be paid with respect to the 
securities to be offered for resale. A filing fee determined in 
accordance with paragraph (c) of this section shall be paid with respect 
to any additional securities to be offered for resale.
    (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 on the basis of the proposed offering price of 
the convertible securities alone, except that if any additional 
consideration is to be received in connection with the exercise of the 
conversion privilege the maximum amount which may be received shall be 
added to the proposed offering price of the convertible securities.
    (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 sales, the registration fee is to be 
calculated on the basis of the amount at which such securities were 
sold, except that where securities repurchased pursuant to such offer of 
rescission are to be reoffered to the general public at a price in 
excess of such amount the registration fee is to be calculated on the 
basis of the proposed reoffering price.
    (k) Notwithstanding the other provisions of this rule, the proposed 
maximum aggregate offering price of Depositary Shares evidenced by 
American Depositary Receipts shall, only for the purpose of calculating 
the registration fee, be computed upon the basis of the maximum 
aggregate fees or charges to be imposed in connection with the issuance 
of such receipts.
    (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 and registered by such exchange or a facility 
thereof or which is traded over the counter shall, for the purpose of 
calculating the registration fee, be computed upon the basis of the 
maximum aggregate fees or charges to be imposed by such registrant in 
connection with the issuance of such option.
    (m) Notwithstanding the other provisions of this rule, where the 
securities to be registered include (1) any note, draft, bill of 
exchange, or bankers' acceptance which meets all the conditions of 
section 3(a)(3) hereof, and (2) any note, draft, bill of exchange or 
bankers' acceptance which has a maturity at the time of issuance of not 
exceeding nine months exclusive of days of grace, or any renewal thereof 
the maturity date of which is likewise limited, but which otherwise does 
not meet the conditions of section 3(a)(3), the registration fee shall 
be calculated by taking one-fiftieth of 1 per centum of the maximum 
principal amount of only those securities not meeting the conditions of 
section 3(a)(3).

[[Page 722]]

    (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 payable.
    (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 securities listed in the ``Calculation of 
Registration Fee'' table. The number of shares or units of securities 
need not be included in the ``Calculation of Registration Fee'' Table. 
If the maximum aggregate offering price increases prior to the effective 
date of the registration statement, a pre-effective amendment must be 
filed to increase the maximum dollar value being registered and the 
additional filing fee shall be paid.
    (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 of the registration statement, the aggregate 
total dollar amount of the filing fee associated with those unsold 
securities (whether computed under Sec. 230.457(a) or (o)) may be offset 
against the total filing fee due for a subsequent registration statement 
or registration statements. The subsequent registration statement(s) 
must be filed within five years of the initial filing date of the 
earlier registration statement, and must be filed by the same registrant 
(including a successor within the meaning of Sec. 230.405), a majority-
owned subsidiary of that registrant, or a parent that owns more than 50 
percent of the registrant's outstanding voting securities. A note should 
be added to the ``Calculation of Registration Fee'' table in the 
subsequent registration statement(s) stating the dollar amount of the 
filing fee previously paid that is offset against the currently due 
filing fee, the file number of the earlier registration statement from 
which the filing fee is offset, and the name of the registrant and the 
initial filing date of that earlier registration statement.
    (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 solely for market-making purposes by an 
affiliate of the registrant.
    (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 section. When the issuer elects to defer payment 
of the fees pursuant to Rule 456(b) (Sec. 230.456(b)), the ``Calculation 
of Registration Fee'' table in the registration statement must indicate 
that the issuer is relying on Rule 456(b) but does not need to include 
the number of shares or units of securities or the maximum aggregate 
offering price of any securities until the issuer updates the 
``Calculation of Registration Fee'' table to reflect payment of the 
registration fee, including a pay-as-you-go registration fee in 
accordance with Rule 456(b). The registration fee shall be calculated 
based on the fee payment rate in effect on the date of the fee payment.
    (s) Where securities are asset-backed securities being offered 
pursuant to a registration statement on Form SF-3 (Sec. 239.45 of this 
chapter), the registration fee is to be calculated in accordance with 
this section. When the issuer elects to defer payment of the fees 
pursuant to Sec. 230.456(c), the ``Calculation of Registration Fee'' 
table in the registration statement must indicate that the issuer is 
relying on Sec. 230.456(c) but does not need to include the number of 
units of securities or the maximum aggregate offering price of any 
securities until the issuer updates the ``Calculation of Registration 
Fee'' table to reflect payment of the registration fee, including a pay-
as-you-go registration fee in accordance with Sec. 230.456(c). The 
registration fee shall be calculated based on the fee payment rate in 
effect on the date of the fee payment.
    (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 Sec. 229.1101(c) of this chapter) which are

[[Page 723]]

being registered concurrently, no separate fee for the certificate or 
the special unit of beneficial interest shall be payable.

[47 FR 11442, Mar. 16, 1982, as amended at 48 FR 12347, Mar. 24, 1983; 
51 FR 2475, Jan. 17, 1986; 55 FR 23924, June 13, 1990; 57 FR 48976, Oct. 
29, 1992; 59 FR 21650, Apr. 26, 1994; 60 FR 26617, May 17, 1995; 66 FR 
8896, Feb. 5, 2001; 70 FR 44818, Aug. 3, 2005; 79 FR 57331, Sept. 24, 
2014]



Sec. 230.459  Calculation of effective date.

    Saturdays, Sundays and holidays shall be counted in computing the 
effective date of registration statements under section 8(a) of the act. 
In the case of statements which become effective on the twentieth day 
after filing, the twentieth day shall be deemed to begin at the 
expiration of nineteen periods of 24 hours each from 5:30 p.m. eastern 
standard time or eastern daylight-saving time, whichever is in effect at 
the principal office of the Commission on the date of filing.

[Reg. C, 12 FR 4075, June 24, 1947]



Sec. 230.460  Distribution of preliminary prospectus.

    (a) Pursuant to the statutory requirement that the Commission in 
ruling upon requests for acceleration of the effective date of a 
registration statement shall have due regard to the adequacy of the 
information respecting the issuer theretofore available to the public, 
the Commission may consider whether the persons making the offering have 
taken reasonable steps to make the information contained in the 
registration statement conveniently available to underwriters and 
dealers who it is reasonably anticipated will be invited to participate 
in the distribution of the security to be offered or sold.
    (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 reasonably anticipated will be invited 
to participate in the distribution of the security, a reasonable time in 
advance of the anticipated effective date of the registration statement, 
of as many copies of the proposed form of preliminary prospectus 
permitted by Rule 430 (Sec. 230.430) as appears to be reasonable to 
secure adequate distribution of the preliminary prospectus.
    (2) In the case of a registration statement filed by a closed-end 
investment company on Form N-2 (Sec. 239.14 and Sec. 274.11a-1 of this 
chapter), reasonable steps to make information conveniently available 
would involve distribution of a sufficient number of copies of the 
Statement of Additional Information required by Sec. 230.430(b) as it 
appears to be reasonable to secure their adequate distribution either to 
each underwriter or dealer who it is reasonably anticipated will be 
invited to participate in the distribution of the security, or to the 
underwriter, dealer or other source named on the cover page of the 
preliminary prospectus as being the person investors should contact in 
order to obtain the Statement of Additional Information.
    (c) The granting of acceleration will not be conditioned upon
    (1) The distribution of a preliminary prospectus in any state where 
such distribution would be illegal; or
    (2) The distribution of a preliminary prospectus (i) in the case of 
a registration statement relating solely to securities to be offered at 
competitive bidding, provided the undertaking in Item 512(d)(1) of 
Regulation S-K (Sec. 229.512(d)(2) of this chapter) is included in the 
registration statement and distribution of prospectuses pursuant to such 
undertaking is made prior to the publication or distribution of the 
invitation for bids, or
    (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 management company or unit investment trust if any 
other security of the same class is currently being offered or sold, 
pursuant to an effective registration statement by the issuer or by or 
through an underwriter, or
    (iii) In the case of an offering of subscription rights unless it is 
contemplated that the distribution will be made through dealers and the 
underwriters intend to make the offering during the stockholders' 
subscription period, in which case copies of the preliminary prospectus 
must be distributed to dealers prior to the effective

[[Page 724]]

date of the registration statement in the same fashion as is required in 
the case of other offerings through underwriters, or
    (iv) In the case of a registration statement pertaining to a 
security to be offered pursuant to an exchange offer or transaction 
described in Rule 145 (Sec. 230.145).

[47 FR 11443, Mar. 16, 1982, as amended at 57 FR 56834, Dec. 1, 1992; 76 
FR 71876, Nov. 21, 2011]



Sec. 230.461  Acceleration of effective date.

    (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 issue, or, if there are no managing 
underwriters, by the principal underwriters of the proposed issue, and 
shall state the date upon which it is desired that the registration 
statement shall become effective. Such requests may be made in writing 
or orally, provided that, if an oral request is to be made, a letter 
indicating that fact and stating that the registrant and the managing or 
principal underwriters are aware of their obligations under the Act must 
accompany the registration statement for a pre-effective amendment 
thereto) at the time of filing with the Commission. Written requests may 
be sent to the Commission by facsimile transmission. If, by reason of 
the expected arrangement in connection with the offering, it is to be 
requested that the registration statement shall become effective at a 
particular hour of the day, the Commission must be advised to that 
effect not later than the second business day before the day which it is 
desired that the registration statement shall become effective. A 
person's request for acceleration will be considered confirmation of 
such person's awareness of the person's obligations under the Act. Not 
later than the time of filing the last amendment prior to the effective 
date of the registration statement, the registrant shall inform the 
Commission as to whether or not the amount of compensation to be allowed 
or paid to the underwriters and any other arrangements among the 
registrant, the underwriters and other broker dealers participating in 
the distribution, as described in the registration statement, have been 
reviewed to the extent required by the National Association of 
Securities Dealers, Inc. and such Association has issued a statement 
expressing no objections to the compensation and other arrangements.
    (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 securities to be registered, their relationship 
to the capital structure of the registrant issuer and the rights of 
holders thereof can be understood, and to the public interest and the 
protection of investors, as provided in section 8(a) of the Act, it is 
the general policy of the Commission, upon request, as provided in 
paragraph (a) of this section, to permit acceleration of the effective 
date of the registration statement as soon as possible after the filing 
of appropriate amendments, if any. In determining the date on which a 
registration statement shall become effective, the following are 
included in the situations in which the Commission considers that the 
statutory standards of section 8(a) may not be met and may refuse to 
accelerate the effective date:
    (1) Where there has not been a bona fide effort to make the 
prospectus reasonably concise, readable, and in compliance with the 
plain English requirements of Rule 421(d) of Regulation C (17 CFR 
230.421(d)) in order to facilitate an understanding of the information 
in the prospectus.
    (2) Where the form of preliminary prospectus, which has been 
distributed by the issuer or underwriter, is found to be inaccurate or 
inadequate in any material respect, until the Commission has received 
satisfactory assurance that appropriate correcting material has been 
sent to all underwriters and dealers who received such preliminary 
prospectus or prospectuses in quantity sufficient for their information 
and the information of others to whom the inaccurate or inadequate 
material was sent.
    (3) Where the Commission is currently making an investigation of the 
issuer, a person controlling the issuer, or one of the underwriters, if 
any, of the securities to be offered, pursuant to

[[Page 725]]

any of the Acts administered by the Commission.
    (4) Where one or more of the underwriters, although firmly committed 
to purchase securities covered by the registration statement, is subject 
to and does not meet the financial responsibility requirements of Rule 
15c3-1 under the Securities Exchange Act of 1934 (Sec. 240.15c3-1 of 
this chapter). For the purposes of this paragraph underwriters will be 
deemed to be firmly committed even though the obligation to purchase is 
subject to the usual conditions as to receipt of opinions of counsel, 
accountants, etc., the accuracy of warranties or representations, the 
happening of calamities or the occurrence of other events the 
determination of which is not expressed to be in the sole or absolute 
discretion of the underwriters.
    (5) Where there have been transactions in securities of the 
registrant by persons connected with or proposed to be connected with 
the offering which may have artificially affected or may artificially 
affect the market price of the security being offered.
    (6) Where the amount of compensation to be allowed or paid to the 
underwriters and any other arrangements among the registrant, the 
underwriters and other broker dealers participating in the distribution, 
as described in the registration statement, if required to be reviewed 
by the National Association of Securities Dealers, Inc. (NASD), have 
been reviewed by the NASD and the NASD has not issued a statement 
expressing no objections to the compensation and other arrangements.
    (7) Where, in the case of a significant secondary offering at the 
market, the registrant, selling security holders and underwriters have 
not taken sufficient measures to insure compliance with Regulation M 
(Sec. Sec. 242.100 through 242.105 of this chapter.
    (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 considered a bar to acceleration, unless the 
registrant is a registered investment company or a business development 
company and the cost of such insurance is borne by other than an insured 
officer or director of the registrant. In the case of such a registrant, 
the Commission may refuse to accelerate the effective date of the 
registration statement when the registrant is organized or administered 
pursuant to any instrument (including a contract for insurance against 
liabilities arising under the Act) that protects or purports to protect 
any director or officer of the company against any liability to the 
company or its security holders to which he or she would otherwise be 
subject by reason of willful misfeasance, bad faith, gross negligence or 
reckless disregard of the duties involved in the conduct of his or her 
office.

[47 FR 11444, Mar. 16, 1982, as amended at 58 FR 18146, Apr. 8, 1993; 60 
FR 26615, 26617, May 17, 1995; 62 FR 543, Jan. 3, 1997; 63 FR 6385, Feb. 
6, 1998]



Sec. 230.462  Immediate effectiveness of certain registration 
statements and post-effective amendments.

    (a) A registration statement on Form S-8 (Sec. 239.16b of this 
chapter) and a registration statement on Form S-3 (Sec. 239.13 of this 
chapter) or on Form F-3 (Sec. 239.33 of this chapter) for a dividend or 
interest reinvestment plan shall become effective upon filing with the 
Commission.
    (b) A registration statement and any post-effective amendment 
thereto shall become effective upon filing with the Commission if:
    (1) The registration statement is for registering additional 
securities of the same class(es) as were included in an earlier 
registration statement for the same offering and declared effective by 
the Commission;
    (2) The new registration statement is filed prior to the time 
confirmations are sent or given; and
    (3) The new registration statement registers additional securities 
in an amount and at a price that together represent no more than 20% of 
the maximum aggregate offering price set forth for each class of 
securities in the ``Calculation of Registration Fee'' table contained in 
such earlier registration statement.
    (c) If the prospectus contained in a post-effective amendment filed 
prior to the time confirmations are sent or given contains no 
substantive changes

[[Page 726]]

from or additions to the prospectus previously filed as part of the 
effective registration statement, other than price-related information 
omitted from the registration statement in reliance on Rule 430A of the 
Act (Sec. 230.430A), such post-effective amendment shall become 
effective upon filing with the Commission.
    (d) A post-effective amendment filed solely to add exhibits to a 
registration statement shall become effective upon filing with the 
Commission.
    (e) An automatic shelf registration statement, including an 
automatic shelf registration statement filed in accordance with Rule 
415(a)(6) (Sec. 230.415(a)(6)), and any post-effective amendment 
thereto, including a post-effective amendment filed to register 
additional classes of securities pursuant to Rule 413(b) 
(Sec. 230.413(b)), shall become effective upon filing with the 
Commission.
    (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 Rule 413(b) (Sec. 230.413(b)) that satisfies the 
requirements of Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this 
chapter), as applicable, including the signatures required by Rule 
402(e) (Sec. 230.402(e)), and contains a prospectus satisfying the 
requirements of Rule 430B (Sec. 230.430B), shall become effective upon 
filing with the Commission.

[59 FR 21650, Apr. 26, 1994, as amended at 60 FR 26617, May 17, 1995; 62 
FR 39763, July 24, 1997; 70 FR 44818, Aug. 3, 2005]



Sec. 230.463  Report of offering of securities and use of proceeds
therefrom.

    (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 successor issuer shall report the use of proceeds pursuant 
to Item 701 of Regulation D-B or S-K or Item 14(e) of Form 20-F, as 
applicable, on its first periodic report filed pursuant to Sections 
13(a) and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange 
Act of 1934 after effectiveness, and thereafter on each of its 
subsequent periodic reports filed pursuant to Sections 13(a) and 15(d) 
of the Securities Exchange Act of 1934 through the later of disclosure 
of the application of all the offering proceeds or disclosure of the 
termination of the offering.
    (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 registration statement of the predecessor issuer.
    (c) For purposes of this section:
    (1) The term offering proceeds shall not include any amount(s) 
received for the account(s) of any selling security holder(s).
    (2) The term application shall not include the temporary investment 
of proceeds by the issuer pending final application.
    (d) This section shall not apply to any effective registration 
statement for securities to be issued:
    (1) In a business combination described in Rule 145(a) 
(Sec. 230.145(a));
    (2) By an issuer which pursuant to a business combination described 
in Rule 145(a) has succeeded to another issuer that prior to such 
business combination had a registration statement become effective under 
the Act and on the date of such business combination was not subject to 
paragraph (a) of this section;
    (3) Pursuant to an employee benefit plan;
    (4) Pursuant to a dividend or interest reinvestment plan;
    (5) As American depository receipts for foreign securities;
    (6) By any investment company registered under the Investment 
Company Act of 1940 and any issuer that has elected to be regulated as a 
business development company under sections 54 through 65 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-53 through 80a-64);
    (7) By any public utility company or public utility holding company 
required to file reports with any State or Federal authority.
    (8) In a merger in which a vote or consent of the security holders 
of the company being acquired is not required pursuant to applicable 
state law; or

[[Page 727]]

    (9) In an exchange offer for the securities of the issuer or another 
entity.

[46 FR 48142, Oct. 1, 1981, as amended at 50 FR 19001, May 6, 1985; 57 
FR 56834, Dec. 1, 1992; 62 FR 39763, July 24, 1997; 64 FR 53910, Oct. 5, 
1999]



Sec. 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.

    Provided. That, at the time of filing of each post-effective 
amendment with the Commission, the issuer continues to meet the 
requirements of filing on Form S-8 (Sec. 239.16b of this chapter); or on 
Form S-3, F-2 or F-3 (Secs. 239.13, 239.32 or 239.33 of this chapter) 
for a registration statement relating to a dividend or interest 
reinvestment plan; or in the case of a registration statement on Form S-
4 (Sec. 239.25 of this chapter) that there is continued compliance with 
General Instruction G of that Form:
    (a) The post-effective amendment shall become effective upon filing 
with the Commission: and
    (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, F-2, or F-3 registration statement relating to 
a dividend or interest reinvestment plan; or a Form S-4 registration 
statement complying with General Instruction G of that Form and which 
has been amended to include or incorporate new full year financial 
statments or to comply with the provisions of section 10(a)(3) of the 
Act, the effective date of the registration statement shall be deemed to 
be the filing date of the post-effective amendment.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 
Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 
565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 
1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 
10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 
202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; secs. 8 30, 31(c), 
38(a), 54 Stat. 803, 836, 838, 841; 74 Stat. 201; 84 Stat. 1415; 15 
U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78o(d), 78w(a), 80a-8, 80a-
29, 80a-30(c), 80a-37(a))

[47 FR 54770, Dec. 6, 1982, as amended at 50 FR 19001, May 6, 1985; 61 
FR 30402, June 14, 1996 ]



Sec. 230.466  Effective date of certain registration statements on Form F-6.

    (a) A depositary that previously has filed a registration statement 
on Form F-6 (Sec. 239.36 of this chapter) may designate a date and time 
for a registration statement (including post-effective amendments) on 
Form F-6 to become effective and such registration statement shall 
become effective in accordance with such designation if the following 
conditions are met:
    (1) The depositary previously has filed a registration statement on 
Form F-6 (Sec. 239.36 of this chapter), which the Commission has 
declared effective, with identical terms of deposit, except for the 
number of foreign securities a Depositary Share represents, and the 
depositary so certifies; and
    (2) The designation of the effective date and time is set forth on 
the facing-page of the registration statement, or in any pre-effective 
amendment thereto. A pre-effective amendment containing such a 
designation properly made shall be deemed to have been filed with the 
consent of the Commission.
    (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 designate the date and time of effectiveness of a 
registration statement, and such suspension shall remain in effect until 
the Commission

[[Page 728]]

furnishes written notice to the depositary that the suspension has been 
terminated. Any suspension, so long as it is in effect, shall apply to 
any registration statement that has been filed but has not, at the time 
of such suspension, become effective and to any registration statement 
the depositary files after such suspension. Any such suspension applies 
only to the ability to designate the date and time of effectiveness 
under paragraph (a) of this section and does not otherwise affect the 
registration statement.
    (2) Any suspension under paragraph (b)(1) of this section becomes 
effective when the Commission furnishes written notice thereof to the 
depositary. The Commission may issue a suspension if it appears to the 
Commission:
    (i) That any registration statement containing a designation under 
this section is incomplete or inaccurate in any material respect, 
whether or not such registration has become effective, or
    (ii) That the depositary has not complied with any of the conditions 
of this section. The depositary may petition the Commission to review 
the suspension. The Commission will order a hearing on the matter if a 
request for such a hearing is included in the petition.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 
Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 
565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 
1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 
10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 
202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; 15 U.S.C. 77f, 77g, 77h, 
77j, 77s(a), 78l, 78m, 78o(d), 78w(a))

[48 FR 12347, Mar. 24, 1983]



Sec. 230.467  Effectiveness of registration statements and post-effective 
amendments thereto made on Forms F-7, F-8, F-10 and F-80.

    (a) A registration statement on Form F-7, Form F-8 or Form F-80 
(Sec. 239.37, Sec. 239.38 or Sec. 239.41 of this chapter), and any 
amendment thereto, shall become effective upon filing with the 
Commission. A registration statement on Form F-10 (Sec. 239.40 of this 
chapter), and any amendment thereto, relating to an offering being made 
contemporaneously in the United States and Canada shall become effective 
upon filing with the Commission, unless designated as preliminary 
material on the Form.
    (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, or any amendment thereto, a date and time for 
such filing to become effective that is not earlier than seven calendar 
days after the date of filing with the Commission, and such registration 
statement or amendment shall become effective in accordance with such 
designation; provided, however, That such registration statement or 
amendment may become effective prior to seven calendar days after the 
date of filing with the Commission if the securities regulatory 
authority in the review jurisdiction issues a receipt or notification of 
clearance with respect thereto before such time elapses, in which case 
the registration statement or amendment shall become effective by order 
of the Commission as soon as practicable after receipt of written 
notification by the Commission from the registrant or the applicable 
Canadian securities regulatory authority of the issuance of such receipt 
or notification of clearance.

[56 FR 30054, July 1, 1991, as amended at 76 FR 46617, Aug. 3, 2011]

                         amendments; withdrawals



Sec. 230.470  Formal requirements for amendments.

    Except for telegraphic amendments filed pursuant to Rule 473 
(Sec. 230.473), amendments to a registration statement shall be filed 
under cover of an appropriate facing sheet, shall be numbered 
consecutively in the order in which filed, and shall indicate on the 
facing sheet the applicable registration form on which the amendment is 
prepared and the file number of the registration statement.

[47 FR 11445, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]

[[Page 729]]



Sec. 230.471  Signatures to amendments.

    (a) Except as provided in Rule 447 (Sec. 230.447) and in Rule 478 
(Sec. 230.478), every amendment to a registration statement shall be 
signed by the persons specified in section 6(a) of the Act. At least one 
copy of every amendment filed with the Commission shall be signed. 
Unsigned copies shall be conformed.
    (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 signed using either typed signatures or duplicated 
or facsimile versions of manual signatures. Where typed, duplicated or 
facsimile signatures are used, each signatory to the filing shall 
manually sign a signature page or other document authenticating, 
acknowledging or otherwise adopting his or her signature that appears in 
the filing. Such document shall be executed before or at the time the 
filing is made and shall be retained by the registrant for a period of 
five years. Upon request, the registrant shall furnish to the Commission 
or its staff a copy of any or all documents retained pursuant to this 
section.

[47 FR 11445, Mar. 16, 1982, as amended at 61 FR 30402, June 14, 1996; 
76 FR 71876, Nov. 21, 2011]



Sec. 230.472  Filing of amendments; number of copies.

    (a) Except for telegraphic amendments filed pursuant to Rule 473 
(Sec. 230.473), there shall be filed with the Commission three complete, 
unmarked copies of every amendment, including exhibits and all other 
papers and documents filed as part of the amendment, and eight 
additional copies of such amendment at least five of which shall be 
marked to indicate clearly and precisely, by underlining or in some 
other appropriate manner, the changes effected in the registration 
statement by the amendment. Where the amendment to the registration 
statement incorporates into the prospectus documents which are required 
to be delivered with the prospectus in lieu of prospectus presentation, 
the eight additional copies shall be accompanied by eight copies of such 
documents. No other exhibits are required to accompany such additional 
copies.
    (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 accompanied by a copy of the cross reference sheet 
required by Rule 481(a) (Sec. 230.481(a)), where applicable, if the 
amendment of the prospectus resulted in any change in the accuracy of 
the cross reference sheet previously filed. Notwithstanding the 
foregoing provisions of this paragraph, only copies of the changed pages 
of the prospectus, and the cross reference sheet if amended, need be 
included in an amendment filed pursuant to an undertaking referred to in 
Item 512(d) of Regulation S-K (Sec. 229.512(d) of this chapter).
    (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 relating to a certified financial statement 
shall include the consent of the certifying accountant to the use of his 
certificate in connection with the amended financial statement in the 
registration statement or prospectus and to being named as having 
certified such financial statement.
    (d) Notwithstanding any other provision of this section, if a 
registration statement filed on Form S-8 (Sec. 239.16b of this chapter) 
is amended, there shall be filed with the Commission three complete, 
unmarked copies of every amendment, including exhibits and all other 
papers and documents filed as part of the amendment. Three additional, 
unmarked copies of such amendments shall be furnished to the Commission. 
No exhibits are required to accompany the additional copies of 
amendments to registration statements filed on Form S-8.
    (e) Notwithstanding any other provision of this section, if a post-
effective amendment is filed pursuant to Rule 462(b) (Sec. 230.462(b)) 
and Rule 110(d) (Sec. 230.110(d)), one copy of the complete post-
effective amendment, including exhibits and all other papers and 
documents filed as a part thereof shall be filed with the Commission. 
Such copy should not be bound and may contain

[[Page 730]]

facsimile versions of manual signatures in accordance with Rule 402(e) 
(Sec. 230.402(e)).

[47 FR 11445, Mar. 16, 1982, as amended at 55 FR 23924, June 13, 1990; 
60 FR 26618, May 17, 1995: 61 FR 30402, June 14, 1996]



Sec. 230.473  Delaying amendments.

    (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 be deemed, for the purpose of section 8(a) of 
the Act, to be filed on such date or dates as may be necessary to delay 
the effective date of such registration statement (1) until the 
registrant shall file a further amendment which specifically states as 
provided in paragraph (b) of this section that such registration 
statement shall thereafter become effective in accordance with section 
8(a) of the Act, or (2) until the registration statement shall become 
effective on such date as the Commission, acting pursuant to section 
8(a), may determine:

The registrant hereby amends this registration statement on such date or 
dates as may be necessary to delay its effective date until the 
registrant shall file a further amendment which specifically states that 
this registration statement shall thereafter become effective in 
accordance with section 8(a) of the Securities Act of 1933 or until the 
registration statement shall become effective on such date as the 
Commission acting pursuant to said section 8(a), may determine.

    (b) An amendment which for the purpose of paragraph (a)(1) of this 
section specifically states that a registration statement shall 
thereafter become effective in accordance with section 8(a) of the Act, 
shall be in the following form:

This registration statement shall hereafter become effective in 
accordance with the provisions of section 8(a) of the Securities Act of 
1933.

    (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 following the calculation of the registration fee. Any such 
amendment filed after the filing of the registration statement, any 
amendment altering the proposed date of public sale of the securities 
being registered, or any amendment filed pursuant to paragraph (b) of 
this section may be made by telegram, letter or facsimile transmission. 
Each such telegraphic amendment shall be confirmed in writing within a 
reasonable time by the filing of a signed copy of the amendment. Such 
confirmation shall not be deemed an amendment.
    (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 
(Sec. 239.37, Sec. 239.38 or Sec. 239.41 of this chapter); on F-10 
(Sec. 239.40 of this chapter) relating to an offering being made 
contemporaneously in the United States and the issuer's home 
jurisdiction; on Form S-8 (Sec. 239.16b of this chapter); on Form S-3 or 
F-3 (Sec. 239.13 or Sec. 239.33 of this chapter) relating to a dividend 
or interest reinvestment plan; on Form S-3 or Form F-3 relating to an 
automatic shelf registration statement; or on Form S-4 (Sec. 239.25 of 
this chapter) complying with General Instruction G of that Form.

[47 FR 11445, Mar. 16, 1982, as amended at 56 FR 30054, 30055, July 1, 
1991; 61 FR 30402, June 14, 1996; 70 FR 44819, Aug. 3, 2005; 76 FR 
46617, Aug. 3, 2011]



Sec. 230.474  Date of filing of amendments.

    The date on which amendments are actually received by the Commission 
shall be the date of filing thereof, if all of the requirements of the 
act and the rules with respect to such filing have been complied with.

[16 FR 8737, Aug. 29, 1951]



Sec. 230.475  Amendment filed with consent of Commission.

    An application for the Commission's consent to the filing of an 
amendment with the effect provided in section 8(a) of the Act may be 
filed before or after or concurrently with the filing of the amendment. 
The application shall be signed and shall state fully the grounds upon 
which it is made. The Commission's consent shall be deemed to have been 
given and the amendment shall be treated as a part of the registration 
statement only when the Commission shall after the filing of such 
amendment enter an order to that effect.

[Reg. C, 12 FR 4075, June 24, 1947]

[[Page 731]]



Sec. 230.475a  Certain pre-effective amendments deemed filed with the
consent of the Commission.

    Amendments to a registration statement on Form F-2 (Sec. 239.32 of 
this chapter) relating to a dividend or interest reinvestment plan, or 
on Form S-4 (Sec. 239.25 of this chapter) complying with General 
Instruction G of that Form, filed prior to the effectiveness of such 
registration statement shall be deemed to have been filed with a consent 
of the Commission and shall accordingly be treated as part of the 
registration statement.

[59 FR 21650, Apr. 26, 1994]



Sec. 230.476  Amendment filed pursuant to order of Commission.

    An amendment filed prior to the effective date of a registration 
statement shall be deemed to have been filed pursuant to an order of the 
Commission within the meaning of section 8(a) of the act so as to be 
treated as a part of the registration statement only when the Commission 
shall after the filing of such amendment enter an order declaring that 
it has been filed pursuant to the Commission's previous order.

[Reg. C, 12 FR 4075, June 24, 1947]



Sec. 230.477  Withdrawal of registration statement or amendment.

    (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 Commission, finding such withdrawal 
consistent with the public interest and the protection of investors, 
consents thereto.
    (b) Any application for withdrawal of a registration statement filed 
on Form F-2 (Sec. 239.32 of this chapter) relating to a dividend or 
interest reinvestment plan, or on Form S-4 (Sec. 239.25 of this chapter) 
complying with General Instruction G of that Form, and/or any pre-
effective amendment thereto, will be deemed granted upon filing if such 
filing is made prior to the effective date. Any other application for 
withdrawal of an entire registration statement made before the effective 
date of the registration statement will be deemed granted at the time 
the application is filed with the Commission unless, within 15 calendar 
days after the registrant files the application, the Commission notifies 
the registrant that the application for withdrawal will not be granted.
    (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 upon the filing of the registration statement 
will not be refunded to the registrant. The registrant must state in the 
application that no securities were sold in connection with the 
offering. If the registrant applies for withdrawal in anticipation of 
reliance on Sec. 230.155(c), the registrant must, without discussing any 
terms of the private offering, state in the application that the 
registrant may undertake a subsequent private offering in reliance on 
Sec. 230.155(c).
    (d) Any withdrawn document will remain in the Commission's public 
files, as well as the related request for withdrawal.

[47 FR 11445, Mar. 16, 1982, as amended at 47 FR 54770, Dec. 6, 1982; 50 
FR 19001, May 6, 1985; 59 FR 21650, Apr. 26, 1994; 66 FR 8897, Feb. 5, 
2001]



Sec. 230.478  Powers to amend or withdraw registration statement.

    All persons signing a registration statement shall be deemed, in the 
absence of a statement to the contrary, to confer upon the registrant, 
and upon the agent for service named in the registration statement, the 
following powers:
    (a) A power to amend the registration statement (1) by filing an 
amendment as provided in Sec. 230.473; (2) by filing any written 
consent; (3) by correcting typographical errors; (4) by reducing the 
amount of securities registered, pursuant to an undertaking contained in 
the registration statement.
    (b) A power to make application pursuant to Sec. 230.475 for the 
Commission's consent to the filing of an amendment.
    (c) A power to withdraw the registration statement or any amendment 
or exhibit thereto.
    (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

[[Page 732]]

right of the registrant thereafter to have the order vacated upon a 
showing to the Commission that the registration statement as amended is 
no longer incomplete or inaccurate on its face in any material respect.

[Reg. C, 12 FR 4076, June 24, 1947, as amended at 16 FR 8737, Aug. 29, 
1951]



Sec. 230.479  Procedure with respect to abandoned registration statements
and post-effective amendments.

    When a registration statement, or a post-effective amendment to such 
a statement, has been on file with the Commission for a period of nine 
months and has not become effective the Commission may, in its 
discretion, proceed in the following manner to determine whether such 
registration statement or amendment has been abandoned by the 
registrant. If the registration statement has been amended, otherwise 
than for the purpose of delaying the effective date thereof, or if the 
post-effective amendment has been amended, the nine-month period shall 
be computed from the date of the latest such amendment.
    (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 requested, addressed to the most recent addresses 
for the registrant and the agent for service reflected in the 
registration statement. Such notice will inform the registrant and the 
agent for service that the registration statement or amendment is out of 
date and must be either amended to comply with the applicable 
requirements of the Act and the rules and regulations thereunder or be 
withdrawn within 30 days after the date of such notice.
    (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 does not furnish a satisfactory explanation 
as to why it has not done so within such 30 days, the Commission may, 
where consistent with the public interest and the protection of 
investors, enter an order declaring the registration statement or 
amendment abandoned.
    (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 Commission but an order shall be included in the 
file for the registration statement in the following manner: ``Declared 
abandoned by order dated ___.''

[47 FR 11446, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]

          investment companies; business development companies

    Source: Sections 230.480 through 230.485 appear at 47 FR 11446, Mar. 
16, 1982, unless otherwise noted.
    Note: The rules in this section of regulation C (Secs. 230.480 to 
230.488 and Secs. 230.495 to 230.498) apply only to investment companies 
and business development companies. Section 230.489 applies to certain 
entities excepted from the definition of investment company by rules 
under the Investment Company Act of 1940. The rules in the rest of 
Regulation C (Secs. 230.400 to 230.479 and Secs. 230.490 to 230.494), 
unless the context specifically indicates otherwise, also apply to 
investment companies and business development companies. See 
Sec. 230.400.



Sec. 230.480  Title of securities.

    If a registration statement is prepared on a form available solely 
to investment companies registered under the Investment Company Act of 
1940, or a business development company which is selling or proposing to 
sell its securities pursuant to a registration statement which has been 
filed under the Act, wherever the title of securities is required to be 
stated there shall be given such information as will indicate the type 
and general character of the securities, including the following:
    (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 preference, if any; and, if convertible, a 
statement to that effect.
    (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 as ``maturing serially from 1950 to 1960''; if 
the payment of principal or interest is contingent, an appropriate 
indication of such contingency; a brief indication of the priority of 
the issue;

[[Page 733]]

and, if convertible, a statement to that effect.
    (c) In the case of any other kind of security, appropriate 
information of comparable character.



Sec. 230.481  Information required in prospectuses.

    Disclose the following in registration statements prepared on a form 
available solely to investment companies registered under the Investment 
Company Act of 1940 or in registration statements filed under the Act 
for a company that has elected to be regulated as a business development 
company under Sections 55 through 65 of the Investment Company Act (15 
U.S.C. 80a-54--80a-64):
    (a) Facing page. Indicate the approximate date of the proposed sale 
of the securities to the public.
    (b) Outside front cover page. If applicable, include the following 
in plain English as required by Sec. 230.421(d):
    (1) Commission legend. Provide a legend that indicates that the 
Securities and Exchange Commission has not approved or disapproved of 
the securities or passed upon the accuracy or adequacy of the disclosure 
in the prospectus and that any contrary representation is a criminal 
offense. The legend may be in one of the following or other clear and 
concise language:

    Example A: The Securities and Exchange Commission has not approved 
or disapproved these securities or passed upon the adequacy of this 
prospectus. Any representation to the contrary is a criminal offense.
    Example B: The Securities and Exchange Commission has not approved 
or disapproved these securities or determined if this prospectus is 
truthful or complete. Any representation to the contrary is a criminal 
offense.

    (2) ``Subject to Completion'' legend. (i) If a prospectus or 
Statement of Additional Information will be used before the effective 
date of the registration statement, include on the outside front cover 
page of the prospectus or Statement of Additional Information, a 
prominent statement that:
    (A) The information in the prospectus or Statement of Additional 
Information will be amended or completed;
    (B) A registration statement relating to these securities has been 
filed with the Securities and Exchange Commission;
    (C) The securities may not be sold until the registration statement 
becomes effective; and
    (D) In a prospectus, that the prospectus is not an offer to sell the 
securities and it is not soliciting an offer to buy the securities in 
any state where offers or sales are not permitted, or in a Statement of 
Additional Information, that the Statement of Additional Information is 
not a prospectus.
    (ii) The legend may be in the following language or other clear and 
understandable language:

    The information in this prospectus (or Statement of Additional 
Information) is not complete and may be changed. We may not sell these 
securities until the registration statement filed with the Securities 
and Exchange Commission is effective. This prospectus (or Statement of 
Additional Information) is not an offer to sell these securities and is 
not soliciting an offer to buy these securities in any state where the 
offer or sale is not permitted.

    (iii) In the case of a prospectus that omits pricing information 
under Sec. 230.430A, provide the information and legend in paragraph 
(b)(2) of this section if the prospectus or Statement of Additional 
Information is used before the initial public offering price is 
determined.
    (c) Table of contents. Include on either the outside front, inside 
front, or outside back cover page of the prospectus, a reasonably 
detailed table of contents. It must show the page number of the various 
sections or subdivisions of the prospectus. Include this table of 
contents immediately following the cover page in any prospectus 
delivered electronically.
    (d) Stabilization and other transactions. (1) Indicate on the front 
cover page of the prospectus if the underwriter has any arrangement with 
the issuer, such as an over-allotment option, under which the 
underwriter may purchase additional shares in connection with the 
offering, and state the amount of additional shares the underwriter may 
purchase under the arrangement. Provide disclosure in the prospectus 
that briefly describes any transaction that

[[Page 734]]

the underwriter intends to conduct during the offering that stabilizes, 
maintains, or otherwise affects the market price of the offered 
securities. Include information on stabilizing transactions, syndicate 
short covering transactions, penalty bids, or any other transactions 
that affect the offered security's price. Describe the nature of the 
transactions clearly and explain how the transactions affect the offered 
security's price. Identify the exchange or other market on which these 
transactions may occur. If true, disclose that the underwriter may 
discontinue these transactions at any time;
    (2) If the stabilizing began before the effective date of the 
registration statement, disclose in the prospectus the amount of 
securities bought, the prices at which they were bought and the period 
within which they were bought. In the event that Sec. 230.430A of this 
chapter is used, the prospectus filed under Sec. 230.497(h) or included 
in a post-effective amendment must contain information on the 
stabilizing transactions that took place before the determination of the 
public offering price shown in the prospectus; and
    (3) If you are making a warrant or rights offering of securities to 
existing security holders and the securities not purchased by existing 
security holders are to be reoffered to the public, disclose in the 
prospectus used in connection with the reoffering:
    (i) The amount of securities bought in stabilization activities 
during the offering period and the price or range of prices at which the 
securities were bought;
    (ii) The amount of the offered securities subscribed for during the 
offering period;
    (iii) The amount of the offered securities subscribed for by the 
underwriters during the offering period;
    (iv) The amount of the offered securities sold during the offering 
period by the underwriters and the price or range of prices at which the 
securities were sold; and
    (v) The amount of the offered securities to be reoffered to the 
public and the public offering price.
    (e) Dealer prospectus delivery obligations. On the outside back 
cover page of the prospectus, advise dealers of their prospectus 
delivery obligation, including the expiration date specified by Section 
4(3) of the Act (15 U.S.C. 77d(3)) and Sec. 230.174. If the expiration 
date is not known on the effective date of the registration statement, 
include the expiration date in the copy of the prospectus filed under 
Sec. 230.497. This information need not be included if dealers are not 
required to deliver a prospectus under Sec. 230.174 or Section 24(d) of 
the Investment Company Act of 1940 (15 U.S.C. 80a-24). Use the following 
or other clear, plain language:

                  Dealer Prospectus Delivery Obligation

    Until (insert date), all dealers that effect transactions in these 
securities, whether or not participating in this offering, may be 
required to deliver a prospectus. This is in addition to the dealers' 
obligation to deliver a prospectus when acting as underwriters and with 
respect to their unsold allotments or subscriptions.

    (f) Electronic distribution. Where a prospectus is distributed 
through an electronic medium, issuers may satisfy legibility 
requirements applicable to printed documents, such as paper size, type 
size and font, bold-face type, italics and red ink, by presenting all 
required information in a format readily communicated to investors, and 
where indicated, in a manner reasonably calculated to draw investor 
attention to specific information.

[63 FR 6385, Feb. 6, 1998]



Sec. 230.482  Advertising by an investment company as satisfying 
requirements of section 10.

    (a) Scope of rule. This section applies to an advertisement or other 
sales material (advertisement) with respect to securities of an 
investment company registered under the Investment Company Act of 1940 
(15 U.S.C. 80a-1 et seq.) (1940 Act), or a business development company, 
that is selling or proposing to sell its securities pursuant to a 
registration statement that has been filed under the Act. This section 
does not apply to an advertisement that is excepted from the definition 
of prospectus by section 2(a)(10) of the Act (15 U.S.C. 77b(a)(10)) or 
Sec. 230.498(d) or to a summary prospectus under Sec. 230.498. An 
advertisement that complies with

[[Page 735]]

this section, which may include information the substance of which is 
not included in the prospectus specified in section 10(a) of the Act (15 
U.S.C 77j(a)), will be deemed to be a prospectus under section 10(b) of 
the Act (15 U.S.C. 77j(b)) for the purposes of section 5(b)(1) of the 
Act (15 U.S.C. 77e(b)(1)).

    Note to paragraph (a): The fact that an advertisement complies with 
this section does not relieve the investment company, underwriter, or 
dealer of any obligations with respect to the advertisement under the 
antifraud provisions of the federal securities laws. For guidance about 
factors to be weighed in determining whether statements, 
representations, illustrations, and descriptions contained in investment 
company advertisements are misleading, see Sec. 230.156. In addition, an 
advertisement that complies with this section is subject to the 
legibility requirements of Sec. 230.420.

    (b) Required disclosure. This paragraph describes information that 
is required to be included in an advertisement in order to comply with 
this section.
    (1) Availability of additional information. An advertisement must 
include a statement that advises an investor to consider the investment 
objectives, risks, and charges and expenses of the investment company 
carefully before investing; explains that the prospectus and, if 
available, the summary prospectus contain this and other information 
about the investment company; identifies a source from which an investor 
may obtain a prospectus and, if available, a summary prospectus; and 
states that the prospectus and, if available, the summary prospectus 
should be read carefully before investing.
    (2) Advertisements used prior to effectiveness of registration 
statement. An advertisement that is used prior to effectiveness of the 
investment company's registration statement or the determination of the 
public offering price (in the case of a registration statement that 
becomes effective omitting information from the prospectus contained in 
the registration statement in reliance upon Sec. 230.430A) must include 
the ``Subject to Completion'' legend required by Sec. 230.481(b)(2).
    (3) Advertisements including performance data. An advertisement that 
includes performance data of an open-end management investment company 
or a separate account registered under the 1940 Act as a unit investment 
trust offering variable annuity contracts (trust account) must include 
the following
    (i) A legend disclosing that the performance data quoted represents 
past performance; that past performance does not guarantee future 
results; that the investment return and principal value of an investment 
will fluctuate so that an investor's shares, when redeemed, may be worth 
more or less than their original cost; and that current performance may 
be lower or higher than the performance data quoted. The legend should 
also identify either a toll-free (or collect) telephone number or a Web 
site where an investor may obtain performance data current to the most 
recent month-end unless the advertisement includes total return 
quotations current to the most recent month ended seven business days 
prior to the date of use. An advertisement for a money market fund that 
is a government money market fund, as defined in Sec. 270.2a-7(a)(16) of 
this chapter, or a retail money market fund, as defined in Sec. 270.2a-
7(a)(25) of this chapter may omit the disclosure about principal value 
fluctuation; and

    Note to paragraph (b)(3)(i): The date of use refers to the date or 
dates when an advertisement is used by investors, not the date on which 
an advertisement is published or submitted for publication. The date of 
use refers to the entire period of use by investors and not simply the 
first date on which an advertisement is used.

    (ii) If a sales load or any other nonrecurring fee is charged, the 
maximum amount of the load or fee, and if the sales load or fee is not 
reflected, a statement that the performance data does not reflect the 
deduction of the sales load or fee, and that, if reflected, the load or 
fee would reduce the performance quoted.
    (4) Money market funds. (i) An advertisement for an investment 
company that holds itself out to be a money market fund, that is not a 
government money market fund, as defined in Sec. 270.2a-7(a)(16) of this 
chapter, or a retail money market fund, as defined in Sec. 270.2a-
7(a)(25) of this chapter, must include the following statement:


[[Page 736]]


    You could lose money by investing in the Fund. Because the share 
price of the Fund will fluctuate, when you sell your shares they may be 
worth more or less than what you originally paid for them. The Fund may 
impose a fee upon sale of your shares or may temporarily suspend your 
ability to sell shares if the Fund's liquidity falls below required 
minimums because of market conditions or other factors. An investment in 
the Fund is not insured or guaranteed by the Federal Deposit Insurance 
Corporation or any other government agency. The Fund's sponsor has no 
legal obligation to provide financial support to the Fund, and you 
should not expect that the sponsor will provide financial support to the 
Fund at any time.

    (ii) An advertisement for an investment company that holds itself 
out to be a money market fund, that is a government money market fund, 
as defined in Sec. 270.2a-7(a)(16) of this chapter or a retail money 
market fund, as defined in Sec. 270.2a-7(a)(25) of this chapter, and 
that is subject to the requirements of Sec. 270.2a-7(c)(2)(i) and/or 
(ii) of this chapter (or is not subject to the requirements of 
Sec. 270.2a-7(c)(2)(i) and/or (ii) of this chapter pursuant to 
Sec. 270.2a-7(c)(2)(iii) of this chapter, but has chosen to rely on the 
ability to impose liquidity fees and suspend redemptions consistent with 
the requirements of Sec. 270.2a-7(c)(2)(i) and/or (ii)), must include 
the following statement:

    You could lose money by investing in the Fund. Although the Fund 
seeks to preserve the value of your investment at $1.00 per share, it 
cannot guarantee it will do so. The Fund may impose a fee upon sale of 
your shares or may temporarily suspend your ability to sell shares if 
the Fund's liquidity falls below required minimums because of market 
conditions or other factors. An investment in the Fund is not insured or 
guaranteed by the Federal Deposit Insurance Corporation or any other 
government agency. The Fund's sponsor has no legal obligation to provide 
financial support to the Fund, and you should not expect that the 
sponsor will provide financial support to the Fund at any time.

    (iii) An advertisement for an investment company that holds itself 
out to be a money market fund, that is a government money market fund, 
as defined in Sec. 270.2a-7(a)(16) of this chapter, that is not subject 
to the requirements of Sec. 270.2a-7(c)(2)(i) and/or (ii) of this 
chapter pursuant to Sec. 270.2a-7(c)(2)(iii) of this chapter, and that 
has not chosen to rely on the ability to impose liquidity fees and 
suspend redemptions consistent with the requirements of Sec. 270.2a-
7(c)(2)(i) and/or (ii)), must include the following statement:

    You could lose money by investing in the Fund. Although the Fund 
seeks to preserve the value of your investment at $1.00 per share, it 
cannot guarantee it will do so. An investment in the Fund is not insured 
or guaranteed by the Federal Deposit Insurance Corporation or any other 
government agency. The Fund's sponsor has no legal obligation to provide 
financial support to the Fund, and you should not expect that the 
sponsor will provide financial support to the Fund at any time.

    Note to paragraph (b)(4): If an affiliated person, promoter, or 
principal underwriter of the Fund, or an affiliated person of such a 
person, has contractually committed to provide financial support to the 
Fund, the statement may omit the last sentence (``The Fund's sponsor has 
no legal obligation to provide financial support to the Fund, and you 
should not expect that the sponsor will provide financial support to the 
Fund at any time.'') for the term of the agreement. For purposes of this 
Note, the term ``financial support'' includes any capital contribution, 
purchase of a security from the Fund in reliance on Sec. 270.17a-9 of 
this chapter, purchase of any defaulted or devalued security at par, 
execution of letter of credit or letter of indemnity, capital support 
agreement (whether or not the Fund ultimately received support), 
performance guarantee, or any other similar action reasonably intended 
to increase or stabilize the value or liquidity of the fund's portfolio; 
however, the term ``financial support'' excludes any routine waiver of 
fees or reimbursement of fund expenses, routine inter-fund lending, 
routine inter-fund purchases of fund shares, or any action that would 
qualify as financial support as defined above, that the board of 
directors has otherwise determined not to be reasonably intended to 
increase or stabilize the value or liquidity of the fund's portfolio.

    (5) Presentation. In a print advertisement, the statements required 
by paragraphs (b)(1) through (b)(4) of this section must be presented in 
a type size at least as large as and of a style different from, but at 
least as prominent as, that used in the major portion of the 
advertisement, provided that when performance data is presented in a 
type size smaller than that of the major portion of the advertisement, 
the statements required by paragraph (b)(3) of this section may appear 
in a type size

[[Page 737]]

no smaller than that of the performance data. If an advertisement is 
delivered through an electronic medium, the legibility requirements for 
the statements required by paragraph (b)(1) through (b)(4) of this 
section relating to type size and style may be satisfied by presenting 
the statements in any manner reasonably calculated to draw investor 
attention to them. In a radio or television advertisement, the 
statements required by paragraph (b)(1) through (b)(4) of this section 
must be given emphasis equal to that used in the major portion of the 
advertisement. The statements required by paragraph (b)(3) of this 
section must be presented in close proximity to the performance data, 
and, in a print advertisement, must be presented in the body of the 
advertisement and not in a footnote.
    (6) Commission legend. An advertisement that complies with this 
section need not contain the Commission legend required by 
Sec. 230.481(b)(1).
    (c) Use of applications. An advertisement that complies with this 
section may not contain or be accompanied by any application by which a 
prospective investor may invest in the investment company, except that a 
prospectus meeting the requirements of section 10(a) of the Act (15 
U.S.C. 77j(a)) by which a unit investment trust offers variable annuity 
or variable life insurance contracts may contain a contract application 
although the prospectus includes, or is accompanied by, information 
about an investment company in which the unit investment trust invests 
that, pursuant to this section, is deemed a prospectus under section 
10(b) of the Act (15 U.S.C. 77j(b)).
    (d) Performance data for non-money market funds. In the case of an 
open-end management investment company or a trust account (other than a 
money market fund referred to in paragraph (e) of this section), any 
quotation of the company's performance contained in an advertisement 
shall be limited to quotations of:
    (1) Current yield. A current yield that:
    (i) Is based on the methods of computation prescribed in Form N-
1A(Secs. 239.15A and 274.11A of this chapter), N-3 (Secs. 239.17a and 
274.11b of this chapter), or N-4 (Secs. 239.17b and 274.11c of this 
chapter);
    (ii) Is accompanied by quotations of total return as provided for in 
paragraph (d)(3) of this section;
    (iii) Is set out in no greater prominence than the required 
quotations of total return; and
    (iv) Adjacent to the quotation and with no less prominence than the 
quotation, identifies the length of and the date of the last day in the 
base period used in computing the quotation.
    (2) Tax-equivalent yield. A tax-equivalent yield that:
    (i) Is based on the methods of computation prescribed in Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), N-3 (Secs. 239.17a and 
274.11b of this chapter), or N-4 (Secs. 239.17b and 274.11c of this 
chapter);
    (ii) Is accompanied by quotations of yield as provided for in 
paragraph (d)(1) of this section and total return as provided for in 
paragraph (d)(3) of this section;
    (iii) Is set out in no greater prominence than the required 
quotations of yield and total return;
    (iv) Relates to the same base period as the required quotation of 
yield; and
    (v) Adjacent to the quotation and with no less prominence than the 
quotation, identifies the length of and the date of the last day in the 
base period used in computing the quotation.
    (3) Average annual total return. Average annual total return for 
one, five, and ten year periods, except that if the company's 
registration statement under the Act (15 U.S.C. 77a et seq.) has been in 
effect for less than one, five, or ten years, the time period during 
which the registration statement was in effect is substituted for the 
period(s) otherwise prescribed. The quotations must:
    (i) Be based on the methods of computation prescribed in Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), N-3 (Secs. 239.17a and 
274.11b of this chapter), or N-4 (Secs. 239.17b and 274.11c of this 
chapter);
    (ii) Be current to the most recent calendar quarter ended prior to 
the submission of the advertisement for publication;
    (iii) Be set out with equal prominence; and

[[Page 738]]

    (iv) Adjacent to the quotation and with no less prominence than the 
quotation, identify the length of and the last day of the one, five, and 
ten year periods.
    (4) After-tax return. For an open-end management investment company, 
average annual total return (after taxes on distributions) and average 
annual total return (after taxes on distributions and redemption) for 
one, five, and ten year periods, except that if the company's 
registration statement under the Act (15 U.S.C. 77a et seq.) has been in 
effect for less than one, five, or ten years, the time period during 
which the registration statement was in effect is substituted for the 
period(s) otherwise prescribed. The quotations must:
    (i) Be based on the methods of computation prescribed in Form N-1A 
(Secs. 239.15A and 274.11A of this chapter);
    (ii) Be current to the most recent calendar quarter ended prior to 
the submission of the advertisement for publication;
    (iii) Be accompanied by quotations of total return as provided for 
in paragraph (d)(3) of this section;
    (iv) Include both average annual total return (after taxes on 
distributions) and average annual total return (after taxes on 
distributions and redemption);
    (v) Be set out with equal prominence and be set out in no greater 
prominence than the required quotations of total return; and
    (vi) Adjacent to the quotations and with no less prominence than the 
quotations, identify the length of and the last day of the one, five, 
and ten year periods.
    (5) Other performance measures. Any other historical measure of 
company performance (not subject to any prescribed method of 
computation) if such measurement:
    (i) Reflects all elements of return;
    (ii) Is accompanied by quotations of total return as provided for in 
paragraph (d)(3) of this section;
    (iii) In the case of any measure of performance adjusted to reflect 
the effect of taxes, is accompanied by quotations of total return as 
provided for in paragraph (d)(4) of this section;
    (iv) Is set out in no greater prominence than the required 
quotations of total return; and
    (v) Adjacent to the measurement and with no less prominence than the 
measurement, identifies the length of and the last day of the period for 
which performance is measured.
    (e) Performance data for money market funds. In the case of a money 
market fund:
    (1) Yield. Any quotation of the money market fund's yield in an 
advertisement shall be based on the methods of computation prescribed in 
Form N-1A (Secs. 239.15A and 274.11A of this chapter), N-3 
(Secs. 239.17a and 274.11b of this chapter), or N-4 (Secs. 239.17b and 
274.11c of this chapter) and may include:
    (i) A quotation of current yield that, adjacent to the quotation and 
with no less prominence than the quotation, identifies the length of and 
the date of the last day in the base period used in computing that 
quotation;
    (ii) A quotation of effective yield if it appears in the same 
advertisement as a quotation of current yield and each quotation relates 
to an identical base period and is presented with equal prominence; or
    (iii) A quotation or quotations of tax-equivalent yield or tax-
equivalent effective yield if it appears in the same advertisement as a 
quotation of current yield and each quotation relates to the same base 
period as the quotation of current yield, is presented with equal 
prominence, and states the income tax rate used in the calculation.
    (2) Total return. Accompany any quotation of the money market fund's 
total return in an advertisement with a quotation of the money market 
fund's current yield under paragraph (e)(1)(i) of this section. Place 
the quotations of total return and current yield next to each other, in 
the same size print, and if there is a material difference between the 
quoted total return and the quoted current yield, include a statement 
that the yield quotation more closely reflects the current earnings of 
the money market fund than the total return quotation.
    (f) Advertisements that make tax representations. An advertisement 
for an open-end management investment

[[Page 739]]

company (other than a company that is permitted under Sec. 270.35d-
1(a)(4) of this chapter to use a name suggesting that the company's 
distributions are exempt from federal income tax or from both federal 
and state income tax) that represents or implies that the company is 
managed to limit or control the effect of taxes on company performance 
must accompany any quotation of the company's performance permitted by 
paragraph (d) of this section with quotations of total return as 
provided for in paragraph (d)(4) of this section.
    (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 investment company and the media through which 
the data will be conveyed, except that any advertisement containing 
total return quotations will be considered to have complied with this 
paragraph provided that:
    (1)(i) The total return quotations are current to the most recent 
calendar quarter ended prior to the submission of the advertisement for 
publication; and
    (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) telephone number or Web site identified pursuant to 
paragraph (b)(3)(i) of this section; or
    (2) The total return quotations are current to the most recent month 
ended seven business days prior to the date of use of the advertisement.

    Note to paragraph (g): The date of use refers to the date or dates 
when an advertisement is used by investors, not the date on which an 
advertisement is published or submitted for publication. The date of use 
refers to the entire period of use by investors and not simply the first 
date on which an advertisement is used.

    (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): These advertisements, unless filed with NASD 
Regulation, Inc., are required to be filed in accordance with the 
requirements of Sec. 230.497.

[68 FR 57777, Oct. 6, 2003, as amended at 74 FR 4584, Jan. 26, 2009; 79 
FR 47957, Aug. 14, 2014]



Sec. 230.483  Exhibits for certain registration statements.

    If a registration statement is prepared on a form available solely 
to investment companies registered under the Investment Company Act of 
1940, or a business development company which is selling or proposing to 
sell its securities pursuant to a registration statement which has been 
filed under the Act, the following provisions apply:
    (a) Such registration statement shall contain an exhibit index, 
which should immediately precede the exhibits filed with such 
registration statement. The exhibit index shall indicate by handwritten, 
typed, printed or other legible form of notation in the manually signed 
original registration statement the page number in the sequential 
numbering system where such exhibit can be found. Where exhibits are 
incorporated by reference, this fact shall be noted in the exhibit index 
referred to in the preceding sentence. Further, the first page of the 
manually signed registration statement shall list the page in the filing 
where the exhibit index is located.
    (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 registration statement. In addition, if the name of 
any officer signing on behalf of the registrant, or attesting the 
registrant's seal, is signed pursuant to a power of attorney, certified 
copies of a resolution of the registrant's board of directors 
authorizing such signature shall also be filed as an exhibit to the 
registration statement. A power of attorney that is filed with the 
Commission shall relate to a specific filing, an amendment thereto, or a 
related registration statement that is to be effective upon filing 
pursuant to Rule 462(b) (Sec. 230.462(b)) under the Act.
    (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 and manually signed. Where the consent of an 
expert or counsel is contained in his report or opinion, a reference 
shall be made in the list to the report or opinion containing the 
consent.

[[Page 740]]

    (2) In a registration statement filed pursuant to Rule 462(b) 
(Sec. 230.462(b)) by a closed-end company, any required consent may be 
incorporated by reference into the registration statement from a 
previously filed registration statement related to the offering, 
provided that the consent contained in the previously filed registration 
statement expressly provides for such incorporation. Any consent filed 
in a Rule 462(b) (Sec. 230.462(b)) registration statement may contain 
duplicated or facsimile versions of required signatures, and such 
signatures shall be considered manually filed for the purposes of the 
Act and the rules thereunder.
    (d) The registrant:
    (1) May file such exhibits as it may desire in addition to those 
required by the appropriate form. Such exhibits shall be so marked as to 
indicate clearly the subject matters to which they refer;
    (2) In any case where two or more indentures, contracts, frachises, 
or other documents required to be filed as exhibits are substantially 
identical in all material respects except as to the parties thereto, the 
dates of execution, or other details, need file a copy of only one of 
such documents, with a schedule identifying the other documents omitted 
and setting forth the material details in which such documents differ 
from the document of which a copy is filed. The Commission may at any 
time in its discretion require filing of copies of any documents so 
omitted; and
    (3) If an exhibit to a registration statement (other than an opinion 
or consent), filed in preliminary form, has been changed only (i) to 
insert information as to interest, dividend or conversion rates, 
redemption or conversion prices, purchase or offering prices, 
underwriters' or dealers' commission, names, addresses or participation 
of underwriters or similar matters, which information appears elsewhere 
in an amendment to the registration statement, or (ii) to correct 
typographical errors, insert signatures or make other similar immaterial 
changes, then, notwithstanding any contrary requirement of any rule or 
form, need not refile such exhibit as so amended; provided the 
registrant states in the amendment to the registration statement the 
basis provided by this rule for not refiling such exhibit. Any such 
incomplete exhibit may not, however, be incorporated by reference in any 
subsequent filing under any Act administered by the Commission.

[47 FR 11446, Mar. 16, 1982, as amended at 58 FR 14857, Mar. 18, 1993; 
59 FR 36261, July 15, 1994; 59 FR 67761, Dec. 30, 1994; 60 FR 26618, May 
17, 1995; 63 FR 13943, Mar. 23, 1998; 65 FR 24799, Apr. 27, 2000]



Sec. 230.484  Undertaking required in certain registration statements.

    If a registration statement is prepared on a form available solely 
to investment companies registered under the investment Company Act of 
1940, or a business development company which is selling or proposing to 
sell its securities pursuant to a registration statement which has been 
filed under the Act, if
    (a) Any acceleration is requested of the effective date of the 
registration statement pursuant to Rule 461 (Sec. 230.461), and
    (b)(1) Any provision or arrangement exists whereby the registrant 
may indemnify a director, officer or controlling person of the 
registrant against liabilities arising under the Act, or
    (2) The underwriting agreement contains provisions by which 
indemnification against such liabilities is given by the registrant to 
the underwriter or controlling persons of the underwriter and the 
director, officer or controlling person of the registrant is such an 
underwriter or controlling person thereof or a member of any firm which 
is an underwriter, and
    (3) The benefits of such indemnification are not waived by such 
persons; the registration statement shall include a brief description of 
the indemnification provisions and an undertaking in substantially the 
following form:

Insofar as indemnification for liability arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities 
(other

[[Page 741]]

than the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.



Sec. 230.485  Effective date of post-effective amendments filed by
certain registered investment companies.

    (a) Automatic effectiveness. (1) Except as otherwise provided in 
this section, a post-effective amendment to a registration statement 
filed by a registered open-end management investment company, unit 
investment trust or separate account as defined in section 2(a)(37) of 
the Investment Company Act of 1940 [15 U.S.C. 80a-2(a)(37)] shall become 
effective on the sixtieth day after the filing thereof, or a later date 
designated by the registrant on the facing sheet of the amendment, which 
date shall be no later than eighty days after the date on which the 
amendment is filed.
    (2) A post-effective amendment filed by a registered open-end 
management investment company for the purpose of adding a series shall 
become effective on the seventy-fifth day after the filing thereof or a 
later date designated by the registrant on the facing sheet of the 
amendment, which date shall be no later than ninety-five days after the 
date on which the amendment is filed.
    (3) The Commission, having due regard to the public interest and the 
protection of investors, may declare an amendment filed under this 
paragraph (a) effective on an earlier date.
    (b) Immediate effectiveness. Except as otherwise provided in this 
section, a post-effective amendment to a registration statement filed by 
a registered open-end management investment company, unit investment 
trust or separate account as defined in section 2(a)(37) of the 
Investment Company Act of 1940 [15 U.S.C. 80a-2(a)(37)] shall become 
effective on the date upon which it is filed with the Commission, or a 
later date designated by the registrant on the facing sheet of the 
amendment, which date shall be not later than thirty days after the date 
on which the amendment is filed, except that a post-effective amendment 
including a designation of a new effective date pursuant to paragraph 
(b)(1)(iii) of this section shall become effective on the new effective 
date designated therein, Provided, that the following conditions are 
met:
    (1) It is filed for no purpose other than one or more of the 
following:
    (i) Bringing the financial statements up to date under section 
10(a)(3) of the Securities Act of 1933 [15 U.S.C. 77j(a)(3)] or Rules 3-
12 or 3-18 of Regulation S-X [17 CFR 210.3-12 and 210.3-18];
    (ii) Complying with an undertaking to file an amendment containing 
financial statements, which may be unaudited, within four to six months 
after the effective date of the registrant's registration statement 
under the Securities Act of 1933 [15 U.S.C. 77a et seq.];
    (iii) Designating a new effective date for a previously filed post-
effective amendment pursuant to paragraph (a) of this section, which has 
not yet become effective, Provided, that the new effective date shall be 
no earlier than the effective date designated in the previously filed 
amendment under paragraph (a) of this section and no later than thirty 
days after that date;
    (iv) Disclosing or updating the information required by Item 5(b) or 
10(a)(2) of Form N-1A [17 CFR 239.15A and 274.11A];
    (v) Making any non-material changes which the registrant deems 
appropriate;
    (vi) In the case of a separate account registered as a unit 
investment trust, to make changes in the disclosure in the unit 
investment trust's registration statement to reflect changes to 
disclosure in the registration statement of the investment company in 
which the unit investment trust invests all of its assets; and
    (vii) Any other purpose which the Commission shall approve.
    (2) The registrant represents that the amendment is filed solely for 
one or more of the purposes specified in paragraph (b)(1) of this 
section and that no

[[Page 742]]

material event requiring disclosure in the prospectus, other than one 
listed in paragraph (b)(1) of this section or one for which the 
Commission has approved a filing under paragraph (b)(1)(vii) of this 
section, has occurred since the latest of the following three dates:
    (i) The effective date of the registrant's registration statement;
    (ii) The effective date of its most recent post-effective amendment 
to its registration statement which included a prospectus; or
    (iii) The filing date of a post-effective amendment filed under 
paragraph (a) of this section which has not become effective.
    (3) The amendment recites on its facing sheet that the registrant 
proposes that the amendment will become effective under paragraph (b) of 
this section.
    (4) The representations of the registrant referred to in paragraph 
(b)(2) of this section shall be made by certification on the signature 
page of the post-effective amendment that the amendment meets all the 
requirements for effectiveness under paragraph (b) of this section. If 
counsel prepared or reviewed the post-effective amendment filed under 
paragraph (b) of this section, counsel shall furnish to the Commission 
at the time the amendment is filed a written representation that the 
amendment does not contain disclosures that would render it ineligible 
to become effective under paragraph (b) of this section.
    (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 section if, prior to the effective date of 
the amendment, it should appear to the Commission that the amendment may 
be incomplete or inaccurate in any material respect, and the Commission 
furnishes to the registrant written notice that the effective date of 
the amendment is to be suspended. Following such action by the 
Commission, the registrant may file with the Commission at any time a 
petition for review of the suspension. The Commission will order a 
hearing on the matter if a request for such a hearing is included in the 
petition. If the Commission has suspended the effective date of an 
amendment, the amendment shall become effective on such date as the 
Commission may determine, having due regard to the public interest and 
the protection of investors.
    (2) The Commission may, in the manner and under the circumstances 
set forth in this paragraph (c)(2), suspend the ability of registrant to 
file a post-effective amendment under paragraph (b) of this section. The 
notice of such suspension shall be in writing and shall specify the 
period for which such suspension shall remain in effect. The Commission 
may issue a suspension if it appears to the Commission that a registrant 
which files a post-effective amendment under paragraph (b) of this 
section has not complied with the conditions of that paragraph. Any 
suspension under this paragraph (c)(2) shall become effective at such 
time as the Commission furnishes written notice thereof to the 
registrant. Any such suspension, so long as it is in effect, shall apply 
to any post-effective amendment that has been filed but has not, at the 
time of such suspension, become effective, and to any post-effective 
amendment that may be filed after the suspension. Any suspension shall 
apply only to the ability to file a post-effective amendment pursuant to 
paragraph (b) of this section and shall not otherwise affect any post-
effective amendment. Following this action by the Commission the 
registrant may file with the Commission at any time a petition for 
review of the suspension. The Commission will order a hearing on the 
matter if a request for a hearing is included in the petition.
    (3) A registrant's ability to file a post-effective amendment, other 
than an amendment filed solely for purposes of submitting an Interactive 
Data File, under paragraph (b) of this section is automatically 
suspended if a registrant fails to submit and post on its Web site any 
Interactive Data File exhibit as required by General Instruction C.3.(g) 
of Form N-1A (Secs. 239.15A and 274.11A of this chapter). A suspension 
under this paragraph (c)(3) shall become effective at such time as the 
registrant fails to submit or post an Interactive Data File as required 
by General Instruction C.3.(g) of Form N-1A. Any such suspension, so 
long as it is in effect, shall

[[Page 743]]

apply to any post-effective amendment that is filed after the suspension 
becomes effective, but shall not apply to any post-effective amendment 
that was filed before the suspension became effective. Any suspension 
shall apply only to the ability to file a post-effective amendment 
pursuant to paragraph (b) of this section and shall not otherwise affect 
any post-effective amendment. Any suspension under this paragraph (c)(3) 
shall terminate as soon as a registrant has submitted and posted to its 
Web site the Interactive Data File as required by General Instruction 
C.3.(g) of Form N-1A.
    (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 effective under paragraph (a) of this 
section if a subsequent post-effective amendment relating to the 
prospectus is filed before such amendment becomes effective.
    (2) A post-effective amendment that includes a prospectus shall 
become effective under paragraph (a) of this section notwithstanding the 
filing of a subsequent post-effective amendment relating to the 
prospectus, Provided, that the following conditions are met:
    (i) the subsequent amendment is filed under paragraph (b) of this 
section; and
    (ii) the subsequent amendment designates as its effective date 
either:
    (A) the date on which the prior post-effective amendment was to 
become effective under paragraph (a) of this section; or
    (B) a new effective date designated under paragraph (b)(1)(iii) of 
this section.

In this case the prior post-effective amendment filed under paragraph 
(a) of this section and any prior post-effective amendment filed under 
paragraph (b) of this section shall also become effective on the new 
effective date designated under paragraph (b)(1)(iii) of this section.
    (3) Notwithstanding paragraphs (d)(1) and (d)(2) of this section, if 
another post-effective amendment relating to the same prospectus is 
filed under paragraph (a) of this section before the prior amendments 
filed pursuant to paragraphs (a) and (b) of this section have become 
effective, none of such prior amendments shall become effective under 
this section.
    (e) Certain separate accounts. For purposes of this section, a post-
effective amendment to a registration statement for an offering of 
securities by a registered open-end management investment company or 
unit investment trust as those terms are used in paragraphs (a), (b), 
and (e) of this section and as such amendments are referred to in 
paragraphs (c) and (d) of this section, shall include a post-effective 
amendment to an offering of securities by an insurance company funded 
through a separate account, as defined in section 2(a)(37) of the 
Investment Company Act of 1940 [15 U.S.C. 80a-2(a)(37)], where the 
separate account need not register under the Investment Company Act of 
1940 under section 3(c)(11) thereof [15 U.S.C. 80a-3(c)(11)].
    (f) Electronic filers. When ascertaining the date of filing, 
electronic filers should not presume a registration statement has been 
accepted until notice of acceptance has been received from the 
Commission.

    Note: To determine the date of automatic effectiveness, the day 
following the filing date is the first day of the time period. For 
example, a post-effective amendment filed under paragraph (a) of this 
section on November 1 would become effective on December 31.

[59 FR 43464, Aug. 24, 1994, as amended at 62 FR 47938, Sept. 12, 1997; 
63 FR 13943, Mar. 23, 1998; 64 FR 27894, May 21, 1999; 74 FR 4584, Jan. 
26, 2009; 74 FR 7774, Feb. 19, 2009]



Sec. 230.486  Effective date of post-effective amendments and 
registration statements filed by certain closed-end management 
investment companies.

    (a) Automatic effectiveness. Except as otherwise provided in this 
section, a post-effective amendment to a registration statement, or a 
registration statement filed for the purpose of registering additional 
shares of common stock for which a registration statement filed on Form 
N-2 (Secs. 239.14 and 274.11a-1 of this chapter) is effective, filed by 
a registered closed-end management investment company or business 
development company which makes periodic repurchase offers under 
Sec. 270.23c-3 of this chapter, shall become effective on the sixtieth 
day after the

[[Page 744]]

filing thereof, or a later date designated by the registrant on the 
facing sheet of the amendment or registration statement, which date 
shall not be later than eighty days after the date on which the 
amendment or registration statement is filed, Provided, that the 
Commission, having due regard to the public interest and the protection 
of investors, may declare an amendment or registration statement filed 
under this paragraph (a) effective on an earlier date.
    (b) Immediate effectiveness. Except as otherwise provided in this 
section, a post-effective amendment to a registration statement, or a 
registration statement for additional shares of common stock, filed by a 
registered closed-end management investment company or business 
development company which makes periodic repurchase offers under 
Sec. 270.23c-3 of this chapter, shall become effective on the date on 
which it is filed with the Commission, or a later date designated by the 
registrant on the facing sheet of the amendment or registration 
statement, which date shall be not later than thirty days after the date 
on which the amendment or registration statement is filed, except that a 
post-effective amendment including a designation of a new effective date 
under paragraph (b)(1)(iii) of this section shall become effective on 
the new effective date designated therein, Provided, that the following 
conditions are met:
    (1) It is filed for no purpose other than one or more of the 
following:
    (i) Registering additional shares of common stock for which a 
registration statement filed on Form N-2 (Secs. 239.14 and 274.11a-1 of 
this chapter) is effective;
    (ii) Bringing the financial statements up to date under section 
10(a)(3) of the Act [15 U.S.C. 77j(a)(3)] or rule 3-18 of Regulation S-X 
[17 CFR 210.3-18];
    (iii) Designating a new effective date for a previously filed post-
effective amendment or registration statement for additional shares 
under paragraph (a) of this section, which has not yet become effective, 
Provided, that the new effective date shall be no earlier than the 
effective date designated in the previously filed amendment or 
registration statement under paragraph (a) of this section and no later 
than thirty days after that date;
    (iv) Disclosing or updating the information required by Item 9c of 
Form N-2 [17 CFR 239.14 and 274.11a-1];
    (v) Making any non-material changes which the registrant deems 
appropriate; and
    (vi) Any other purpose which the Commission shall approve.
    (2) The registrant represents that the amendment is filed solely for 
one or more of the purposes specified in paragraph (b)(1) of this 
section and that no material event requiring disclosure in the 
prospectus, other than one listed in paragraph (b)(1) or one for which 
the Commission has approved a filing under paragraph (b)(1)(vi) of this 
section, has occurred since the latest of the following three dates:
    (i) The effective date of the registrant's registration statement;
    (ii) The effective date of its most recent post-effective amendment 
to its registration statement which included a prospectus; or
    (iii) The filing date of a post-effective amendment or registration 
statement filed under paragraph (a) of this section which has not become 
effective; and
    (3) The amendment or registration statement recites on the facing 
sheet thereof that the registrant proposes that the amendment or 
registration statement will become effective under paragraph (b) of this 
section.
    (4) The representations of the registrant referred to in paragraph 
(b)(2) of this section shall be made by certification on the signature 
page of the post-effective amendment or registration statement that the 
amendment or registration statement meets all of the requirements for 
effectiveness under paragraph (b) of this section. If counsel prepared 
or reviewed the post-effective amendment or registration statement filed 
under paragraph (b) of this section, counsel shall furnish to the 
Commission at the time the amendment or registration statement is filed 
a written representation that the amendment or registration statement 
does not contain disclosure which would render it ineligible to become 
effective under paragraph (b) of this section.
    (c) Incomplete or inaccurate amendments; suspension of use of 
paragraph (b)

[[Page 745]]

of this section. (1) No amendment or registration statement shall become 
effective under paragraph (a) of this section if, prior to the effective 
date of the amendment or registration statement, it should appear to the 
Commission that the amendment or registration statement may be 
incomplete or inaccurate in any material respect, and the Commission 
furnishes to the registrant written notice that the effective date of 
the amendment or registration statement is to be suspended. Following 
such action by the Commission, the registrant may file with the 
Commission at any time a petition for review of the suspension. The 
Commission will order a hearing on the matter if a request for such a 
hearing is included in the petition. If the Commission has suspended the 
effective date of an amendment or registration statement, the amendment 
or registration statement shall become effective on such date as the 
Commission may determine, having due regard to the public interest and 
the protection of investors.
    (2) The Commission may, in the manner and under the circumstances 
set forth in this paragraph (c)(2), suspend the ability of a registrant 
to file a post-effective amendment or registration statement under 
paragraph (b) of this section. The notice of such suspension shall be in 
writing and shall specify the period for which such suspension shall 
remain in effect. The Commission may issue a suspension if it appears to 
the Commission that a registrant which files a post-effective amendment 
under paragraph (b) of this section has not complied with the conditions 
of that paragraph. Any suspension under this paragraph shall become 
effective at such time as the Commission furnishes written notice 
thereof to the company. Any such suspension, so long as it is in effect, 
shall apply to any post-effective amendment or registration statement 
that has been filed but has not, at the time of such suspension, become 
effective, and to any post-effective amendment or registration statement 
that may be filed after the suspension. Any suspension shall apply only 
to the ability to file a post-effective amendment or registration 
statement under paragraph (b) of this section and shall not otherwise 
affect any post-effective amendment or registration statement. Following 
this action by the Commission, the registrant may file with the 
Commission at any time a petition for review of the suspension. The 
Commission will order a hearing on the matter if a request for a hearing 
is included in the petition.
    (d) Subsequent amendments. (1) Except as provided in paragraph 
(d)(2) of this section, a post-effective amendment or registration 
statement which includes a prospectus shall not become effective under 
paragraph (a) of this section if a subsequent post-effective amendment 
or registration statement relating to the prospectus is filed before 
such amendment or registration statement becomes effective.
    (2) A post-effective amendment or registration statement which 
includes a prospectus shall become effective under paragraph (a) of this 
section notwithstanding the filing of a subsequent post-effective 
amendment or registration statement relating to the prospectus, 
Provided, that the following conditions are met:
    (i) The subsequent amendment or registration statement is filed 
under paragraph (b) of this section; and
    (ii) The subsequent amendment or registration statement designates 
as its effective date either:
    (A) The date on which the prior post-effective amendment or 
registration statement was to become effective under paragraph (a) of 
this section or
    (B) A new effective date designated under paragraph (b)(1)(iii) of 
this section.

In this case the prior post-effective amendment or registration 
statement filed under paragraph (a) of this section and any prior post-
effective amendment or registration statement filed under paragraph (b) 
of this section shall also become effective on the new effective date 
designated under paragraph (b)(1)(iii) of this section.
    (3) Notwithstanding paragraphs (d)(1) and (d)(2) of this section, if 
another post-effective amendment or registration statement relating to 
the same prospectus is filed under paragraph (a) of this section before 
the prior amendments or registration statements filed

[[Page 746]]

under paragraphs (a) and (b) of this section have become effective, none 
of such prior amendments or registration statements shall become 
effective under this section.
    (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) of this section unless within two years prior to 
the filing thereof a post-effective amendment or registration statement 
relating to the common stock of the registrant has become effective.
    (f) Electronic filers. When ascertaining the date of filing, 
electronic filers should not presume a registration statement has been 
accepted until notice of acceptance has been received from the 
Commission.

    Note: To determine the date of automatic effectiveness, the day 
following the filing date is the first day of the time period. For 
example, a post-effective amendment filed under paragraph (a) of this 
section on November 1 would become effective on December 31.

[59 FR 43466, Aug. 24, 1994, as amended at 64 FR 27894, May 21, 1999]



Sec. 230.487  Effectiveness of registration statements filed by 
certain unit investment trusts.

    (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 the offering of the securities of a series of the 
unit investment trust, except the first series of such trust, may 
designate a date and time for such registration statement to become 
effective. If the registrant complies with the conditions set forth in 
paragraph (b) of this section, the registration statement shall become 
effective in accordance with such designation.
    (2) The registrant may designate the date and time of effectiveness 
in the registration statement or in any pre-effective amendment thereto. 
A pre-effective amendment to a registration statement with respect to 
which such a designation is properly made shall be deemed to have been 
filed with the consent of the Commission and shall accordingly be 
treated as part of the registration statement.
    (b) Availability of effectiveness of a registration statement in 
accordance with paragraph (a) of this section is conditioned upon 
compliance with the following:
    (1) The registrant is not engaged in the business of investing in 
securities issued by one or more open-end management investment 
companies;
    (2) The designation provided for in paragraph (a) of this section is 
set forth on the facing sheet of such registration statement or a pre-
effective amendment thereto;
    (3) The registrant identifies one or more previous series of the 
trust for which the effective date of the registration statement was 
determined by the Commission or its staff, and makes the following 
representations:
    (i) That the portfolio securities deposited in the series with 
respect to which the registration statement or pre-effective amendment 
is being filed do not differ materially in type or quality from those 
deposited in such previous series identified by the registrant; and
    (ii) That, except to the extent necessary to identify the specific 
portfolio securities deposited in, and to provide essential financial 
information for, the series with respect to which the registration 
statement or pre-effective amendment thereto is being filed, the 
registration statement or pre-effective amendment thereto does not 
contain disclosures that differ in any material respect from those 
contained in the registration statement of such previous series 
identified by the registrant;
    (4) The registrant represents that it has complied with rule 460 
under the Act (17 CFR 230.460);
    (5) The identification and representations provided for in 
paragraphs (b)(3) and (b)(4) of this section are made on the signature 
page of the registration statement or a pre-effective amendment thereto; 
and
    (6) If counsel prepared or reviewed such registration statement or a 
pre-effective amendment thereto, such counsel shall furnish to the 
Commission at the time the registration statement or pre-effective 
amendment thereto is filed a written representation that

[[Page 747]]

such registration statement or pre-effective amendment does not contain 
disclosures which would render such registration statement ineligible to 
become effective pursuant to paragraph (a) of this section.
    (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 trust to designate the date and time of effectiveness of 
a series of such trust. Any such suspension, so long as it is in effect, 
shall apply to any registration statement that has been filed but has 
not, at the time of such suspension, become effective, and to any 
registration statement with respect to any series of such trust that may 
be filed after such suspension. Any suspension shall apply only to the 
ability to designate the date and time of effectiveness pursuant to 
paragraph (a) of this section and shall not otherwise affect any 
registration statement.
    (2) Any suspension pursuant to paragraph (c)(1) of this section 
shall become effective at such time as the Commission furnishes written 
notice thereof to the company or the sponsor of the unit investment 
trust. The notice of such suspension shall be in writing and shall 
specify the period for which such suspension shall remain in effect. The 
Commission may issue such suspension if it appears to the Commission 
that any registration statement containing a designation pursuant to 
this section is incomplete or inaccurate in any material respect, 
whether or not such registration statement has become effective, or that 
the registrant has not complied with the conditions of this section. 
Following such action by the Commission, the registrant may file with 
the Commission at any time a petition for review of the suspension. The 
Commission will order a hearing on the matter if a request for a hearing 
is included in the petition.
    (d) When ascertaining the date of filing, electronic filers should 
not presume a registration statement has been accepted until notice of 
acceptance has been received from the Commission.

[47 FR 20294, May 12, 1982, as amended at 58 FR 14858, Mar. 18, 1993; 59 
FR 43467, Aug. 24, 1994; 64 FR 27894, May 21, 1999]



Sec. 230.488  Effective date of registration statements relating to
securities to be issued in certain business combination transactions.

    (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 an exchange offer or other business 
combination transaction pursuant to Rule 145 under the Securities Act of 
1933 (15 U.S.C. 77a et seq.) shall become effective on the thirtieth day 
after the date upon which it is filed with the Commission, or such later 
date designated by the registrant on the facing sheet of the 
registration statement, which date shall be not later than fifty days 
after the date on which the registration statement is filed, unless the 
Commission having due regard to the public interest and the protection 
of investors declares such amendment effective on an earlier date, 
provided the following conditions are met:
    (1) Any prospectus filed as a part of the registration statement 
does not include disclosure relating to any other proposal to be acted 
on at a meeting of the shareholders of either company other than 
proposals related to an exchange offer, or a business combination 
transaction pursuant to Rule 145(a), and any other proposal relating to:
    (i) Uncontested election of directors,
    (ii) Ratification of the selection of accountants,
    (iii) The continuation of a current advisory contract,
    (iv) Increases in the number or amount of shares authorized to be 
issued by the registrant; and
    (v) Continuation of any current contract relating to the 
distribution of shares issued by the registrant; and
    (2) The registration statement recites on the facing sheet that the 
registrant proposes that the filing become effective pursuant to this 
rule.
    (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 should appear to the Commission that the 
registration statement may be incomplete or inaccurate in any material 
respect and the Commission furnishes to the registrant written

[[Page 748]]

notice that the effective date is to be suspended. Following such action 
by the Commission, the registrant may file with the Commission at any 
time a petition for review of the suspension. The Commission will order 
a hearing on the matter if a request for such a hearing is included in 
the petition. If the Commission has suspended the effective date of the 
registration statement, it shall become effective on such date as the 
Commission may determine, having due regard to the public interest and 
the protection of investors.
    (c) When ascertaining the date of filing, electronic filers should 
not presume a registration statement has been accepted until notice of 
acceptance has been received from the Commission.

[50 FR 48383, Nov. 25, 1985, as amended at 58 FR 14858, Mar. 18, 1993; 
59 FR 67761, Dec. 30, 1994]



Sec. 230.489  Filing of form by foreign banks and insurance companies
and certain of their holding companies and finance subsidiaries.

    (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 statement under the Act:
    (1) A foreign issuer that is a foreign bank or foreign insurance 
company excepted from the definition of investment company by rule 3a-6 
(17 CFR 270.3a-6) under the Investment Company Act of 1940 (the ``1940 
Act'');
    (2) A foreign issuer that is a finance subsidiary of a foreign bank 
or foreign insurance company, as those terms are defined in rule 3a-6 
under the 1940 Act, if the finance subsidiary is excepted from the 
definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under 
the 1940 Act; or
    (3) A foreign issuer that is excepted from the definition of 
investment company by rule 3a-1 (17 CFR 270.3a-1) under the 1940 Act 
because some or all of its majority-owned subsidiaries are foreign banks 
or insurance companies excepted from the definition of investment 
company by rule 3a-6 under the 1940 Act.
    (b) The requirements of paragraph (a) of this section shall not 
apply to:
    (1) A foreign issuer that has filed Form F-X (17 CFR 239.42) under 
the Securities Act of 1933 with respect to the securities being offered; 
and
    (2) A foreign issuer filing a registration statement relating to 
debt securities or non-voting preferred stock that has on file with the 
Commission a currently accurate Form N-6C9 (17 CFR 274.304, rescinded) 
under the 1940 Act.
    (c) Six copies of Form F-N, one of which shall be manually signed, 
shall be filed with the Commission at its principal office.

[56 FR 56299, Nov. 4, 1991]

  registration by foreign governments or political subdivisions thereof

    Source: Sections 230.490 through 230.494 appear at 12 FR 4076, June 
24, 1947, unless otherwise noted.



Sec. 230.490  Information to be furnished under paragraph (3) of
Schedule B.

    Any issuer filing a registration statement pursuant to Schedule B of 
the act need not furnish the detailed information specified in paragraph 
(3) as to issues of outstanding funded debt the aggregate amount of 
which outstanding is less than 5 percent of the total funded debt 
outstanding and to be created by the security to be offered, provided 
the amount thereof is included in the statement of the total amount of 
funded debt outstanding and a statement is made as to the title, amount 
outstanding, rate of interest, and date of maturity of each such issue.



Sec. 230.491  Information to be furnished under paragraph (6) of
Schedule B.

    Any foreign government filing a registration statement pursuant to 
Schedule B of the act need state, in furnishing the information required 
by paragraph (6), the names and addresses only of principal 
underwriters, namely, underwriters in privity of contract with the 
registrant, provided they are designated as principal underwriters and a 
brief statement is made as to the discounts and commissions to be 
received by subunderwriters or dealers.

[[Page 749]]



Sec. 230.492  Omissions from prospectuses.

    In the case of a security for which a registration statement 
conforming to Schedule B is in effect, the following information, 
contained in the registration statement, may be omitted from any 
prospectus: Information in answer to paragraph (3) of the Schedule with 
respect to the amortization and retirement provisions for debt not being 
registered, and with respect to the provisions for the substitution of 
security for such debt; the addresses of underwriters in answer to 
paragraph (6); information in answer to paragraph (11); the addresses of 
counsel in answer to paragraph (12); the copy of any agreement or 
agreements required by paragraph (13); the agreement required by 
paragraph (14); and all information, whether contained in the 
registration statement itself or in any exhibit thereto, not required by 
Schedule B.

(Secs. 10(a)(4), 19(a), 48 Stat. 81, 85; sec. 209, 48 Stat. 908; 15 
U.S.C. 77(j)(a)(4), 77(s)(a))

[41 FR 12010, Mar. 23, 1976]



Sec. 230.493  Additional Schedule B disclosure and filing requirements.

    (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 originally filed, or as an amendment to the 
registration statement.
    (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 Commission's Electronic Data Gathering and Retrieval 
System (EDGAR) unless it has obtained a hardship exemption under 
Sec. 232.201 or Sec. 232.202 of this chapter (Regulation S-T).
    (c) A foreign government or political subdivision must disclose in 
its Schedule B registration statement:
    (1) That the Commission maintains an Internet site that contains 
reports and other information regarding issuers that file electronically 
with the Commission; and
    (2) The address for the Commission Internet site (http://
www.sec.gov). A foreign government or political subdivision filing on 
EDGAR is further encouraged to give its Internet address, if available.

[67 FR 36699, May 24, 2002]



Sec. 230.494  Newspaper prospectuses.

    (a) This section shall apply only to newspaper prospectuses relating 
to securities, as to which a registration statement has become 
effective, issued by a foreign national government with which the United 
States maintains diplomatic relations. The term newspaper prospectus 
means an advertisement of securities in newspapers, magazines or other 
periodicals which are admitted to the mails as second-class matter and 
which are not distributed by the advertiser. The term does not include 
reprints, reproductions or detached copies of such advertisements. A 
newspaper prospectus shall not be deemed a prospectus meeting the 
requirements of section 10 for the purpose of section 2(10)(a) or 
5(b)(2) of the Act.
    (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 circumstances under which newspaper prospectuses are 
authorized to be used. The information need not follow the order in 
which the information is set forth in the registration statement or in 
the full prospectus. No information need be set forth in tabular form.
    (c) The following statement shall be set forth at the head of every 
newspaper prospectus in conspicuous print:

These securities, though registered, have not been approved or 
disapproved by the Securities and Exchange Commission, which does not 
pass on the merits of any registered securities.
    (d) There shall be set forth at the foot of every newspaper 
prospectus in conspicuous print a statement to the following effect:

Further information, particularly financial information, is contained in 
the registration statement filed with the Commission and in a more 
complete prospectus which must be furnished to each purchaser and is 
obtainable from the following persons:
    (Insert names.)

    (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

[[Page 750]]

facilitate the offering of the registered security, there shall be 
placed in the newspaper prospectus, in capital letters, the statement 
required by Item 502(d) of Regulation S-K (Sec. 229.502(d) of this 
chapter) to be included in the full prospectus.
    (f) A newspaper prospectus shall contain the information specified 
in paragraphs (f) (1) to (9) of this section. All other information and 
documents contained in the registration statement may be omitted. The 
following information shall be included:
    (1) The name of the borrowing government;
    (2) A brief description of the securities to be offered;
    (3) The price at which it is proposed to offer the security to the 
public in the United States;
    (4) The purpose and approximate amounts to be devoted to such 
purposes, so far as determinable, for which the security to be offered 
is to supply funds; and if funds for such purposes are to be raised in 
part from other sources, the amounts and the sources thereof:
    (5) A brief statement as to the amount of funded and floating debt 
outstanding and to be created, excluding inter-governmental debt;
    (6) A condensed or summarized statement of receipt and expenditures 
for the last three fiscal years for which data are available;
    (7) A condensed or summarized statement of the balance of 
international payments for the last three fiscal years for which data 
are available;
    (8) If the issuer or its predecessor has defaulted on the principal 
or interest of any external debt, excluding intergovernmental debt, 
during the last twenty years, the date, amount and circumstances of such 
default and the general effect of any succeeding arrangement;
    (9) Underwriting discounts and commissions per unit and in the 
aggregate.
    (g) A newspaper prospectus may also include, in condensed, 
summarized or graphic form, additional information the substance of 
which is contained in the registration statement. A newspaper prospectus 
shall not contain any information the substance of which is not set 
forth in the registration statement.
    (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 information shall not be so arranged as to be 
misleading or obscure the information required to be included in such a 
prospectus.
    (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 three business days before definitive copies thereof 
are submitted to the newspaper, magazine or other periodical for 
publication. Within seven days after publication, five additional copies 
shall be filed in the exact form in which it was published and shall be 
accompanied by a statement of the date and manner of its publication.

(Interprets or applies sec. 7, 48 Stat. 78, as amended; 15 U.S.C. 77g; 
secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85, secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 14, 15(d), 23(a), 
48 Stat. 892, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 5, 6, 78 Stat. 
565-568, 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 
2, 3-5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 
18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 
203, 204, 81 Stat. 1494, 1498, 1499, 1500; 15 U.S.C. 77f, 77g, 77h, 77j, 
77s(a), 78l, 78m, 78n, 78o(d), 78w(a))

[16 FR 8820 Aug. 31, 1951, as amended at 19 FR 6729, Oct. 20, 1954; 48 
FR 19875, May 3, 1983]



Sec. 230.495  Preparation of registration statement.

    (a) A registration statement on Form N-1A (Sec. 239.15A and 
Sec. 274.11A of this chapter), Form N-2 (Sec. 239.14 and Sec. 274.11a-1 
of this chapter), Form N-3 (Sec. 239.17a and Sec. 274.11b of this 
chapter), Form N-4 (Sec. 239.17b and Sec. 274.11c of this chapter), or 
Form N-6 (Sec. 239.17c and Sec. 274.11d of this chapter), shall consist 
of the facing sheet of the applicable form; a prospectus containing the 
information called for by such form; the information, list of exhibits, 
undertakings and signatures required to be set forth in such form; 
financial statements and schedules; exhibits; and other information or 
documents filed as part of the registration statement;

[[Page 751]]

and all documents or information incorporated by reference in the 
foregoing (whether or not required to be filed).
    (b) All general instructions, instructions to items of the form, and 
instructions as to financial statements, exhibits, or prospectuses are 
to be omitted from the registration statement in all cases.
    (c) In the case of a registration statement filed on Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), Form N-2 (Secs. 239.14 and 
274.11a-1 of this chapter), Form N-3 (Secs. 239.17a and 274.11b of this 
chapter), Form N-4 (Secs. 239.17b and 274.11c of this chapter), or Form 
N-6 (Secs. 239.17c and 274.11d of this chapter), Parts A and B shall 
contain the information called for by each of the items of the 
applicable Part, except that unless otherwise specified, no reference 
need be made to inapplicable items, and negative answers to any item may 
be omitted. Copies of Parts A and B may be filed as part of the 
registration statement in lieu of furnishing the information in item-
and-answer form. Wherever such copies are filed in lieu of information 
in item-and-answer form, the text of the items of the form is to be 
omitted from the registration statement, as well as from Parts A and B, 
except to the extent provided in paragraph (d) of the section.
    (d) In the case of a registration statement filed on Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), Form N-2 (Secs. 239.14 and 
274.11a-1 of this chapter), Form N-3 (Secs. 239.17a and 274.11b of this 
chapter), Form N-4 (Secs. 239.17b and 274.11c of this chapter), or Form 
N-6 (Secs. 239.17c and 274.11d of this chapter), where any item of those 
forms calls for information not required to be included in Parts A and B 
(generally Part C of such form), the text of such items, including the 
numbers and captions thereof, together with the answers thereto, shall 
be filed with Parts A or B under cover of the facing sheet of the form 
as part of the registration statement. However, the text of such items 
may be omitted, provided the answers are so prepared as to indicate the 
coverage of the item without the necessity of reference to the text of 
the item. If any such item is inapplicable, or the answer thereto is in 
the negative, a statement to that effect shall be made. Any financial 
statements not required to be included in Parts A and B shall also be 
filed as part of the registration statement proper, unless incorporated 
by reference pursuant to Sec. 230.411.
    (e) Electronic filings. When ascertaining the date of filing, 
electronic filers should not presume a registration statement has been 
accepted until notice of acceptance has been received from the 
Commission.

(Securities Act of 1933)

[48 FR 37938, Aug. 22, 1983, as amended at 50 FR 26159, June 25, 1985; 
57 FR 56834, Dec. 1, 1992; 58 FR 14859, Mar. 18, 1993; 63 FR 13943, Mar. 
23, 1998; 64 FR 27894, May 21, 1999; 67 FR 19869, Apr. 23, 2002]



Sec. 230.496  Contents of prospectus and statement of additional
information used after nine months.

    In the case of a registration statement filed on Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), Form N-2 (Secs. 239.14 and 
274.11a-1 of this chapter), Form N-3 (Secs. 239.17a and 274.11b of this 
chapter), Form N-4 (Secs. 239.17b and 274.11c of this chapter), or Form 
N-6 (Secs. 239.17c and 274.11d of this chapter), there may be omitted 
from any prospectus or Statement of Additional Information used more 
than 9 months after the effective date of the registration statement any 
information previously required to be contained in the prospectus or the 
Statement of Additional Information insofar as later information 
covering the same subjects, including the latest available certified 
financial statements, as of a date not more than 16 months prior to the 
use of the prospectus or the Statement of Additional Information is 
contained therein.

[67 FR 19869, Apr. 23, 2002]



Sec. 230.497  Filing of investment company prospectuses--number of
copies.

    (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 forms of prospectus included in the registration 
statement filed pursuant to Sec. 230.402(a) shall be filed as part of 
the registration statement not later than the date that form

[[Page 752]]

of prospectus is first sent or given to any person, except that an 
investment company advertisement under Sec. 230.482 shall be filed under 
this paragraph (a) (but not as part of the registration statement) 
unless filed under paragraph (i) of this section.
    (b) Within 5 days after the effective date of a registration 
statement or the commencement of a public offering after the effective 
date of a registration statement, whichever occurs later, 10 copies of 
each form of prospectus used after the effective date in connection with 
such offering shall be filed with the Commission in the exact form in 
which it was used.
    (c) For investment companies filing on Form N-1A (Secs. 239.15A and 
274.11A of this chapter), Form N-2 (Secs. 239.14 and 274.11a-1 of this 
chapter), Form N-3 (Secs. 239.17a and 274.11b of this chapter), Form N-4 
(Secs. 239.17b and 274.11c of this chapter), or Form N-6 (Secs. 239.17c 
and 274.11d of this chapter), within five days after the effective date 
of a registration statement or the commencement of a public offering 
after the effective date of a registration statement, whichever occurs 
later, ten copies of each form of prospectus and form of Statement of 
Additional Information used after the effective date in connection with 
such offering shall be filed with the Commission in the exact form in 
which it was used. Investment companies filing on Form N-1A must, if 
applicable pursuant to General Instruction C.3.(g) of Form N-1A, include 
an Interactive Data File (Sec. 232.11 of this chapter).
    (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 prospectus filed pursuant to paragraph (b) or 
(c) of this rule shall be used until 10 copies thereof have been filed 
with, or mailed for filing to, the Commission.
    (e) For investment companies filing on Form N-1A (Secs. 239.15A and 
274.11A of this chapter), Form N-2 (Secs. 239.14 and 274.11a-1 of this 
chapter), Form N-3 (Secs. 239.17a and 274.11b of this chapter), Form N-4 
(Secs. 239.17b and 274.11c of this chapter), or Form N-6 (Secs. 239.17c 
and 274.11d of this chapter), after the effective date of a registration 
statement, no prospectus that purports to comply with Section 10 of the 
Act (15 U.S.C. 77j) or Statement of Additional Information that varies 
from any form of prospectus or form of Statement of Additional 
Information filed pursuant to paragraph (c) of this section shall be 
used until five copies thereof have been filed with, or mailed for 
filing to the Commission. Investment companies filing on Form N-1A must, 
if applicable pursuant to General Instruction C.3.(g) of Form N-1A, 
include an Interactive Data File (Sec. 232.11 of this chapter).
    (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 Commission in accordance with the requirements of this 
section.
    (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 is made and the file number of the registration 
statement to which the prospectus relates. In addition, each investment 
company advertisement deemed to be a section 10(b) prospectus pursuant 
to Sec. 230.482 of this chapter shall contain in the upper right hand 
corner of the cover page the legend ``Rule 482 ad.'' The information 
required by this paragraph may be set forth in longhand, provided it is 
legible.
    (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 effectiveness in connection with a public offering or 
sales, ten copies of every form of prospectus and Statement of 
Additional Information, where applicable, that discloses the information 
previously omitted from the prospectus filed as part of an effective 
registration statement in reliance upon Rule 430A under the Securities 
Act (Sec. 230.430A of this chapter) shall be filed with the Commission 
in the exact form in which it is used, or transmitted by a means 
reasonably calculated to result in filing with the Commission by that 
date.
    (i) An investment company advertisement deemed to be a section 10(b) 
prospectus pursuant to Sec. 230.482 of this chapter shall be considered 
to be filed with the Commission upon filing with a

[[Page 753]]

national securities association registered under Section 15A of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o) that has adopted rules 
providing standards for the investment company advertising practices of 
its members and has established and implemented procedures to review 
that advertising.
    (j) In lieu of filing under paragraph (b) or (c) of this section, a 
registrant may file a certification that:
    (1) The form of prospectus and Statement of Additional Information 
that would have been filed under paragraph (b) or (c) of this section 
would not have differed from that contained in the most recent 
registration statement or amendment, and
    (2) The text of the most recent registration statement or amendment 
has been filed electronically.
    (k) Summary prospectus filing requirements. This paragraph (k), and 
not the other provisions of Sec. 230.497, shall govern the filing of 
summary prospectuses under Sec. 230.498. Each definitive form of a 
summary prospectus under Sec. 230.498 shall be filed with the Commission 
no later than the date that it is first used.

(Securities Act of 1933)

[48 FR 37939, Aug. 22, 1983]

    Editorial Note: For Federal Register citations affecting 
Sec. 230.497, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 230.498  Summary Prospectuses for open-end management investment
companies.

    (a) Definitions. For purposes of this section:
    (1) Class means a class of shares issued by a Fund that has more 
than one class that represent interests in the same portfolio of 
securities under Sec. 270.18f-3 of this chapter or under an order 
exempting the Fund from sections 18(f), 18(g), and 18(i) of the 
Investment Company Act (15 U.S.C. 80a-18(f), 80a-18(g), and 80a-18(i)).
    (2) Exchange-Traded Fund means a Fund or a Class, the shares of 
which are traded on a national securities exchange, and that has formed 
and operates pursuant to an exemptive order granted by the Commission or 
in reliance on an exemptive rule adopted by the Commission.
    (3) Fund means an open-end management investment company, or any 
Series of such a company, that has, or is included in, an effective 
registration statement on Form N-1A (Secs. 239.15A and 274.11A of this 
chapter) and that has a current prospectus that satisfies the 
requirements of section 10(a) of the Act (15 U.S.C. 77j(a)).
    (4) Series means shares offered by a Fund that represent undivided 
interests in a portfolio of investments and that are preferred over all 
other series of shares for assets specifically allocated to that series 
in accordance with Sec. 270.18f-2(a) of this chapter.
    (5) Statement of Additional Information means the statement of 
additional information required by Part B of Form N-1A.
    (6) Statutory Prospectus means a prospectus that satisfies the 
requirements of section 10(a) of the Act.
    (7) Summary Prospectus means the summary prospectus described in 
paragraph (b) of this section.
    (b) General requirements for Summary Prospectus. This paragraph 
describes the requirements for a Fund's Summary Prospectus. A Summary 
Prospectus that complies with this paragraph (b) will be deemed to be a 
prospectus that is authorized under section 10(b) of the Act (15 U.S.C. 
77j(b)) and section 24(g) of the Investment Company Act (15 U.S.C. 80a-
24(g)) for the purposes of section 5(b)(1) of the Act (15 U.S.C. 
77e(b)(1)).
    (1) Cover page or beginning of Summary Prospectus. Include on the 
cover page of the Summary Prospectus or at the beginning of the Summary 
Prospectus:
    (i) The Fund's name and the Class or Classes, if any, to which the 
Summary Prospectus relates.
    (ii) The exchange ticker symbol of the Fund's shares or, if the 
Summary Prospectus relates to one or more Classes of the Fund's shares, 
adjacent to each such Class, the exchange ticker symbol of such Class of 
the Fund's shares. If the Fund is an Exchange-Traded Fund, also identify 
the principal U.S. market or markets on which the Fund shares are 
traded.
    (iii) A statement identifying the document as a ``Summary 
Prospectus.''
    (iv) The approximate date of the Summary Prospectus's first use.

[[Page 754]]

    (v) The following legend:
    Before you invest, you may want to review the Fund's prospectus, 
which contains more information about the Fund and its risks. You can 
find the Fund's prospectus and other information about the Fund online 
at [____]. You can also get this information at no cost by calling 
[____] or by sending an e-mail request to [____].
    (A) The legend must provide an Internet address, other than the 
address of the Commission's electronic filing system; toll free (or 
collect) telephone number; and e-mail address that investors can use to 
obtain the Statutory Prospectus and other information. The Internet Web 
site address must be specific enough to lead investors directly to the 
Statutory Prospectus and other materials that are required to be 
accessible under paragraph (e)(1) of this section, rather than to the 
home page or other section of the Web site on which the materials are 
posted. The Web site could be a central site with prominent links to 
each document. The legend may indicate, if applicable, that the 
Statutory Prospectus and other information are available from a 
financial intermediary (such as a broker-dealer or bank) through which 
shares of the Fund may be purchased or sold.
    (B) If a Fund incorporates any information by reference into the 
Summary Prospectus, the legend must identify the type of document (e.g., 
Statutory Prospectus) from which the information is incorporated and the 
date of the document. If a Fund incorporates by reference a part of a 
document, the legend must clearly identify the part by page, paragraph, 
caption, or otherwise. If information is incorporated from a source 
other than the Statutory Prospectus, the legend must explain that the 
incorporated information may be obtained, free of charge, in the same 
manner as the Statutory Prospectus. A Fund may modify the legend to 
include a statement to the effect that the Summary Prospectus is 
intended for use in connection with a defined contribution plan that 
meets the requirements for qualification under section 401(k) of the 
Internal Revenue Code (26 U.S.C. 401(k)), a tax-deferred arrangement 
under section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 
403(b) or 457), or a variable contract as defined in section 817(d) of 
the Internal Revenue Code (26 U.S.C. 817(d)), as applicable, and is not 
intended for use by other investors.
    (2) Contents of the Summary Prospectus. Except as otherwise provided 
in this paragraph (b), provide the information required or permitted by 
Items 2 through 8 of Form N-1A, and only that information, in the order 
required by the form. A Summary Prospectus may omit the explanation and 
information required by Instruction 2(c) to Item 4(b)(2) of Form N-1A.
    (3) Incorporation by reference. (i) Except as provided by paragraph 
(b)(3)(ii) of this section, information may not be incorporated by 
reference into a Summary Prospectus. Information that is incorporated by 
reference into a Summary Prospectus in accordance with paragraph 
(b)(3)(ii) of this section need not be sent or given with the Summary 
Prospectus.
    (ii) A Fund may incorporate by reference into a Summary Prospectus 
any or all of the information contained in the Fund's Statutory 
Prospectus and Statement of Additional Information, and any information 
from the Fund's reports to shareholders under Sec. 270.30e-1 that the 
Fund has incorporated by reference into the Fund's Statutory Prospectus, 
provided that:
    (A) The conditions of paragraphs (b)(1)(v)(B) and (e) of this 
section are met;
    (B) A Fund may not incorporate by reference into a Summary 
Prospectus information that paragraphs (b)(1) and (2) of this section 
require to be included in the Summary Prospectus; and
    (C) Information that is permitted to be incorporated by reference 
into the Summary Prospectus may be incorporated by reference into the 
Summary Prospectus only by reference to the specific document that 
contains the information, not by reference to another document that 
incorporates such information by reference.
    (iii) For purposes of Sec. 230.159, information is conveyed to a 
person not later than the time that a Summary Prospectus is received by 
the person if the

[[Page 755]]

information is incorporated by reference into the Summary Prospectus in 
accordance with paragraph (b)(3)(ii) of this section.
    (4) Multiple Funds and Classes. A Summary Prospectus may describe 
only one Fund, but may describe more than one Class of a Fund.
    (c) Transfer of the 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 the carrying or delivery of a Fund security in an offering 
registered on Form N-1A is satisfied if:
    (1) A Summary Prospectus is sent or given no later than the time of 
the carrying or delivery of the Fund security;
    (2) The Summary Prospectus is not bound together with any materials, 
except that a Summary Prospectus for a Fund that is available as an 
investment option in a variable annuity or variable life insurance 
contract may be bound together with the Statutory Prospectus for the 
contract and Summary Prospectuses and Statutory Prospectuses for other 
investment options available in the contract, provided that:
    (i) All of the Funds to which the Summary Prospectuses and Statutory 
Prospectuses that are bound together relate are available to the person 
to whom such documents are sent or given; and
    (ii) A table of contents identifying each Summary Prospectus and 
Statutory Prospectus that is bound together, and the page number on 
which it is found, is included at the beginning or immediately following 
a cover page of the bound materials;
    (3) The Summary Prospectus that is sent or given satisfies the 
requirements of paragraph (b) of this section at the time of the 
carrying or delivery of the Fund security; and
    (4) The conditions set forth in paragraph (e) of this section are 
satisfied.
    (d) Sending communications. A communication relating to an offering 
registered on Form N-1A sent or given after the effective date of a 
Fund's registration statement (other than a prospectus permitted or 
required under section 10 of the Act) shall not be deemed a prospectus 
under section 2(a)(10) of the Act (15 U.S.C. 77b(a)(10)) if:
    (1) It is proved that prior to or at the same time with such 
communication a Summary Prospectus was sent or given to the person to 
whom the communication was made;
    (2) The Summary Prospectus is not bound together with any materials, 
except as permitted by paragraph (c)(2) of this section;
    (3) The Summary Prospectus that was sent or given satisfies the 
requirements of paragraph (b) of this section at the time of such 
communication; and
    (4) The conditions set forth in paragraph (e) of this section are 
satisfied.
    (e) Availability of Fund's Statutory Prospectus and certain other 
Fund documents. (1) The Fund's current Summary Prospectus, Statutory 
Prospectus, Statement of Additional Information, and most recent annual 
and semi-annual reports to shareholders under Sec. 270.30e-1 are 
publicly accessible, free of charge, at the Web site address specified 
on the cover page or at the beginning of the Summary Prospectus on or 
before the time that the Summary Prospectus is sent or given and current 
versions of those documents remain on the Web site through the date that 
is at least 90 days after:
    (i) In the case of reliance on paragraph (c) of this section, the 
date that the Fund security is carried or delivered; or
    (ii) In the case of reliance on paragraph (d) of this section, the 
date that the communication is sent or given.
    (2) The materials that are accessible in accordance with paragraph 
(e)(1) of this section must be presented on the Web site in a format, or 
formats, that:
    (i) Are human-readable and capable of being printed on paper in 
human-readable format;
    (ii) Permit persons accessing the Statutory Prospectus or Statement 
of Additional Information to move directly back and forth between each 
section heading in a table of contents of such document and the section 
of the document referenced in that section heading; provided that, in 
the case of the Statutory Prospectus, the table of contents is either 
required by Sec. 230.481(c) or contains the same section

[[Page 756]]

headings as the table of contents required by Sec. 230.481(c); and
    (iii) Permit persons accessing the Summary Prospectus to move 
directly back and forth between:
    (A) Each section of the Summary Prospectus and any section of the 
Statutory Prospectus and Statement of Additional Information that 
provides additional detail concerning that section of the Summary 
Prospectus; or
    (B) Links located at both the beginning and end of the Summary 
Prospectus, or that remain continuously visible to persons accessing the 
Summary Prospectus, and tables of contents of both the Statutory 
Prospectus and the Statement of Additional Information that meet the 
requirements of paragraph (e)(2)(ii) of this section.
    (3) Persons accessing the materials specified in paragraph (e)(1) of 
this section must be able to permanently retain, free of charge, an 
electronic version of such materials in a format, or formats, that meet 
each of the requirements of paragraphs (e)(2)(i) and (ii) of this 
section.
    (4) The conditions set forth in paragraphs (e)(1), (e)(2), and 
(e)(3) of this section shall be deemed to be met, notwithstanding the 
fact that the materials specified in paragraph (e)(1) of this section 
are not available for a time in the manner required by paragraphs 
(e)(1), (e)(2), and (e)(3) of this section, provided that:
    (i) The Fund has reasonable procedures in place to ensure that the 
specified materials are available in the manner required by paragraphs 
(e)(1), (e)(2), and (e)(3) of this section; and
    (ii) The Fund takes prompt action to ensure that the specified 
documents become available in the manner required by paragraphs (e)(1), 
(e)(2), and (e)(3) of this section, as soon as practicable following the 
earlier of the time at which it knows or reasonably should have known 
that the documents are not available in the manner required by 
paragraphs (e)(1), (e)(2), and (e)(3) of this section.
    (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 intermediary through which shares of the Fund may be 
purchased or sold) must send, at no cost to the requestor and by U.S. 
first class mail or other reasonably prompt means, a paper copy of the 
Fund's Statutory Prospectus, Statement of Additional Information, and 
most recent annual and semi-annual reports to shareholders to any person 
requesting such a copy within three business days after receiving a 
request for a paper copy. If paragraph (c) or (d) of this section is 
relied on with respect to a Fund, the Fund (or a financial intermediary 
through which shares of the Fund may be purchased or sold) must send, at 
no cost to the requestor and by e-mail, an electronic copy of the Fund's 
Statutory Prospectus, Statement of Additional Information, and most 
recent annual and semi-annual reports to shareholders to any person 
requesting such a copy within three business days after receiving a 
request for an electronic copy. The requirement to send an electronic 
copy of a document by e-mail may be satisfied by sending a direct link 
to the document on the Internet; provided that a current version of the 
document is directly accessible through the link from the time that the 
e-mail is sent through the date that is six months after the date that 
the e-mail is sent and the e-mail explains both how long the link will 
remain useable and that, if the recipient desires to retain a copy of 
the document, he or she should access and save the document.
    (2) Greater prominence. If paragraph (c) or (d) of this section is 
relied on with respect to a Fund, the Fund's Summary Prospectus shall be 
given greater prominence than any materials that accompany the Fund's 
Summary Prospectus, with the exception of other Summary Prospectuses, 
Statutory Prospectuses, or a Notice of Internet Availability of Proxy 
Materials under Sec. 240.14a-16 of this chapter.
    (3) Convenient for reading and printing. If paragraph (c) or (d) of 
this section is relied on with respect to a Fund:
    (i) The materials that are accessible in accordance with paragraph 
(e)(1) of this section must be presented on the Web site in a format, or 
formats, that are convenient for both reading online and printing on 
paper; and
    (ii) Persons accessing the materials that are accessible in 
accordance with

[[Page 757]]

paragraph (e)(1) of this section must be able to permanently retain, 
free of charge, an electronic version of such materials in a format, or 
formats, that are convenient for both reading online and printing on 
paper.
    (4) Information in Summary Prospectus must be the same as 
information in Statutory Prospectus. If paragraph (c) or (d) of this 
section is relied on with respect to a Fund, the information provided in 
response to Items 2 through 8 of Form N-1A in the Fund's Summary 
Prospectus must be the same as the information provided in response to 
Items 2 through 8 of Form N-1A in the Fund's Statutory Prospectus except 
as expressly permitted by paragraph (b)(2) of this section.
    (5) Compliance with paragraph (f) not a condition to reliance on 
paragraphs (c) and (d). Compliance with this paragraph (f) is not a 
condition to the ability to rely on paragraph (c) or (d) of this section 
with respect to a Fund, and failure to comply with paragraph (f) does 
not negate the ability to rely on paragraph (c) or (d).

[74 FR 4585, Jan. 26, 2009, as amended at 75 FR 9081, Feb. 26, 2010]

 Regulation D--Rules Governing the Limited Offer and Sale of Securities 
          Without Registration Under the Securities Act of 1933

    Source: Sections 230.501 through 230.506 appear at 47 FR 11262, Mar. 
16, 1982, unless otherwise noted.



Sec. 230.500  Use of Regulation D.

    Users of Regulation D (Secs. 230.500 et seq.) should note the 
following:
    (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., as amended). Such transactions are not 
exempt from the antifraud, civil liability, or other provisions of the 
federal securities laws. Issuers are reminded of their obligation to 
provide such further material information, if any, as may be necessary 
to make the information required under Regulation D, in light of the 
circumstances under which it is furnished, not misleading.
    (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 be a basic element in a uniform system of 
federal-state limited offering exemptions consistent with the provisions 
of sections 18 and 19(c) of the Act (15 U.S.C. 77r and 77(s)(c)). In 
those states that have adopted Regulation D, or any version of 
Regulation D, special attention should be directed to the applicable 
state laws and regulations, including those relating to registration of 
persons who receive remuneration in connection with the offer and sale 
of securities, to disqualification of issuers and other persons 
associated with offerings based on state administrative orders or 
judgments, and to requirements for filings of notices of sales.
    (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 exemption. For instance, an issuer's failure to 
satisfy all the terms and conditions of rule 506(b) (Sec. 230.506(b)) 
shall not raise any presumption that the exemption provided by section 
4(a)(2) of the Act (15 U.S.C. 77d(2)) is not available.
    (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 securities. Regulation D provides an exemption 
only for the transactions in which the securities are offered or sold by 
the issuer, not for the securities themselves.
    (e) Regulation D may be used for business combinations that involve 
sales by virtue of rule 145(a) (Sec. 230.145(a)) or otherwise.
    (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 transactions that, although in technical 
compliance with Regulation D, is part of a plan or scheme to evade the 
registration provisions of the Act. In such cases, registration under 
the Act is required.
    (g) Securities offered and sold outside the United States in 
accordance with Regulation S (Sec. 230.901 through 905) need not be 
registered under the Act. See Release No. 33-6863. Regulation S may be 
relied upon for such offers and

[[Page 758]]

sales even if coincident offers and sales are made in accordance with 
Regulation D inside the United States. Thus, for example, persons who 
are offered and sold securities in accordance with Regulation S would 
not be counted in the calculation of the number of purchasers under 
Regulation D. Similarly, proceeds from such sales would not be included 
in the aggregate offering price. The provisions of this paragraph (g), 
however, do not apply if the issuer elects to rely solely on Regulation 
D for offers or sales to persons made outside the United States.

[77 FR 18684, Mar. 28, 2012, as amended at 78 FR 44804, July 24, 2013]



Sec. 230.501  Definitions and terms used in Regulation D.

    As used in Regulation D (Sec. 230.500 et seq. of this chapter), the 
following terms shall have the meaning indicated:
    (a) Accredited investor. Accredited investor shall mean any person 
who comes within any of the following categories, or who the issuer 
reasonably believes comes within any of the following categories, at the 
time of the sale of the securities to that person:
    (1) Any bank as defined in section 3(a)(2) of the Act, or any 
savings and loan association or other institution as defined in section 
3(a)(5)(A) of the Act whether acting in its individual or fiduciary 
capacity; any broker or dealer registered pursuant to section 15 of the 
Securities Exchange Act of 1934; any insurance company as defined in 
section 2(a)(13) of the Act; any investment company registered under the 
Investment Company Act of 1940 or a business development company as 
defined in section 2(a)(48) of that Act; any Small Business Investment 
Company licensed by the U.S. Small Business Administration under section 
301(c) or (d) of the Small Business Investment Act of 1958; any plan 
established and maintained by a state, its political subdivisions, or 
any agency or instrumentality of a state or its political subdivisions, 
for the benefit of its employees, if such plan has total assets in 
excess of $5,000,000; any employee benefit plan within the meaning of 
the Employee Retirement Income Security Act of 1974 if the investment 
decision is made by a plan fiduciary, as defined in section 3(21) of 
such act, which is either a bank, savings and loan association, 
insurance company, or registered investment adviser, or if the employee 
benefit plan has total assets in excess of $5,000,000 or, if a self-
directed plan, with investment decisions made solely by persons that are 
accredited investors;
    (2) Any private business development company as defined in section 
202(a)(22) of the Investment Advisers Act of 1940;
    (3) Any organization described in section 501(c)(3) of the Internal 
Revenue Code, corporation, Massachusetts or similar business trust, or 
partnership, not formed for the specific purpose of acquiring the 
securities offered, with total assets in excess of $5,000,000;
    (4) Any director, executive officer, or general partner of the 
issuer of the securities being offered or sold, or any director, 
executive officer, or general partner of a general partner of that 
issuer;
    (5) Any natural person whose individual net worth, or joint net 
worth with that person's spouse, exceeds $1,000,000.
    (i) Except as provided in paragraph (a)(5)(ii) of this section, for 
purposes of calculating net worth under this paragraph (a)(5):
    (A) The person's primary residence shall not be included as an 
asset;
    (B) Indebtedness that is secured by the person's primary residence, 
up to the estimated fair market value of the primary residence at the 
time of the sale of securities, shall not be included as a liability 
(except that if the amount of such indebtedness outstanding at the time 
of sale of securities exceeds the amount outstanding 60 days before such 
time, other than as a result of the acquisition of the primary 
residence, the amount of such excess shall be included as a liability); 
and
    (C) Indebtedness that is secured by the person's primary residence 
in excess of the estimated fair market value of the primary residence at 
the time of the sale of securities shall be included as a liability;
    (ii) Paragraph (a)(5)(i) of this section will not apply to any 
calculation of a person's net worth made in connection

[[Page 759]]

with a purchase of securities in accordance with a right to purchase 
such securities, provided that:
    (A) Such right was held by the person on July 20, 2010;
    (B) The person qualified as an accredited investor on the basis of 
net worth at the time the person acquired such right; and
    (C) The person held securities of the same issuer, other than such 
right, on July 20, 2010.
    (6) Any natural person who had an individual income in excess of 
$200,000 in each of the two most recent years or joint income with that 
person's spouse in excess of $300,000 in each of those years and has a 
reasonable expectation of reaching the same income level in the current 
year;
    (7) Any trust, with total assets in excess of $5,000,000, not formed 
for the specific purpose of acquiring the securities offered, whose 
purchase is directed by a sophisticated person as described in 
Sec. 230.506(b)(2)(ii); and
    (8) Any entity in which all of the equity owners are accredited 
investors.
    (b) Affiliate. An affiliate of, or person affiliated with, a 
specified person shall mean a person that directly, or indirectly 
through one or more intermediaries, controls or is controlled by, or is 
under common control with, the person specified.
    (c) Aggregate offering price. Aggregate offering price shall mean 
the sum of all cash, services, property, notes, cancellation of debt, or 
other consideration to be received by an issuer for issuance of its 
securities. Where securities are being offered for both cash and non-
cash consideration, the aggregate offering price shall be based on the 
price at which the securities are offered for cash. Any portion of the 
aggregate offering price attributable to cash received in a foreign 
currency shall be translated into United States currency at the currency 
exchange rate in effect at a reasonable time prior to or on the date of 
the sale of the securities. If securities are not offered for cash, the 
aggregate offering price shall be based on the value of the 
consideration as established by bona fide sales of that consideration 
made within a reasonable time, or, in the absence of sales, on the fair 
value as determined by an accepted standard. Such valuations of non-cash 
consideration must be reasonable at the time made.
    (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 any transaction involving the acquisition by 
one issuer, in exchange for all or a part of its own or its parent's 
stock, of stock of another issuer if, immediately after the acquisition, 
the acquiring issuer has control of the other issuer (whether or not it 
had control before the acquisition).
    (e) Calculation of number of purchasers. For purposes of calculating 
the number of purchasers under Sec.  Sec. 230.506(b) and 230.506(b) 
only, the following shall apply:
    (1) The following purchasers shall be excluded:
    (i) Any relative, spouse or relative of the spouse of a purchaser 
who has the same primary residence as the purchaser;
    (ii) Any trust or estate in which a purchaser and any of the persons 
related to him as specified in paragraph (e)(1)(i) or (e)(1)(iii) of 
this section collectively have more than 50 percent of the beneficial 
interest (excluding contingent interests);
    (iii) Any corporation or other organization of which a purchaser and 
any of the persons related to him as specified in paragraph (e)(1)(i) or 
(e)(1)(ii) of this section collectively are beneficial owners of more 
than 50 percent of the equity securities (excluding directors' 
qualifying shares) or equity interests; and
    (iv) Any accredited investor.
    (2) A corporation, partnership or other entity shall be counted as 
one purchaser. If, however, that entity is organized for the specific 
purpose of acquiring the securities offered and is not an accredited 
investor under paragraph (a)(8) of this section, then each beneficial 
owner of equity securities or equity interests in the entity shall count 
as a separate purchaser for all provisions of Regulation D 
(Secs. 230.501-230.508), except to the extent provided in paragraph 
(e)(1) of this section.
    (3) A non-contributory employee benefit plan within the meaning of 
Title I of the Employee Retirement Income

[[Page 760]]

Security Act of 1974 shall be counted as one purchaser where the trustee 
makes all investment decisions for the plan.

    Note: The issuer must satisfy all the other provisions of Regulation 
D for all purchasers whether or not they are included in calculating the 
number of purchasers. Clients of an investment adviser or customers of a 
broker or dealer shall be considered the ``purchasers'' under Regulation 
D regardless of the amount of discretion given to the investment adviser 
or broker or dealer to act on behalf of the client or customer.

    (f) Executive officer. Executive officer shall mean the president, 
any vice president in charge of a principal business unit, division or 
function (such as sales, administration or finance), any other officer 
who performs a policy making function, or any other person who performs 
similar policy making functions for the issuer. Executive officers of 
subsidiaries may be deemed executive officers of the issuer if they 
perform such policy making functions for the issuer.
    (g) Final order. Final order shall mean a written directive or 
declaratory statement issued by a federal or state agency described in 
Sec. 230.506(d)(1)(iii) under applicable statutory authority that 
provides for notice and an opportunity for hearing, which constitutes a 
final disposition or action by that federal or state agency.
    (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 Code (11 U.S.C. 101 et seq.), the trustee or debtor 
in possession shall be considered the issuer in an offering under a plan 
or reorganization, if the securities are to be issued under the plan.
    (i) Purchaser representative. Purchaser representative shall mean 
any person who satisfies all of the following conditions or who the 
issuer reasonably believes satisfies all of the following conditions:
    (1) Is not an affiliate, director, officer or other employee of the 
issuer, or beneficial owner of 10 percent or more of any class of the 
equity securities or 10 percent or more of the equity interest in the 
issuer, except where the purchaser is:
    (i) A relative of the purchaser representative by blood, marriage or 
adoption and not more remote than a first cousin;
    (ii) A trust or estate in which the purchaser representative and any 
persons related to him as specified in paragraph (h)(1)(i) or 
(h)(1)(iii) of this section collectively have more than 50 percent of 
the beneficial interest (excluding contingent interest) or of which the 
purchaser representative serves as trustee, executor, or in any similar 
capacity; or
    (iii) A corporation or other organization of which the purchaser 
representative and any persons related to him as specified in paragraph 
(h)(1)(i) or (h)(1)(ii) of this section collectively are the beneficial 
owners of more than 50 percent of the equity securities (excluding 
directors' qualifying shares) or equity interests;
    (2) Has such knowledge and experience in financial and business 
matters that he is capable of evaluating, alone, or together with other 
purchaser representatives of the purchaser, or together with the 
purchaser, the merits and risks of the prospective investment;
    (3) Is acknowledged by the purchaser in writing, during the course 
of the transaction, to be his purchaser representative in connection 
with evaluating the merits and risks of the prospective investment; and
    (4) Discloses to the purchaser in writing a reasonable time prior to 
the sale of securities to that purchaser any material relationship 
between himself or his affiliates and the issuer or its affiliates that 
then exists, that is mutually understood to be contemplated, or that has 
existed at any time during the previous two years, and any compensation 
received or to be received as a result of such relationship.

    Note 1 to Sec. 230.501: A person acting as a purchaser 
representative should consider the applicability of the registration and 
antifraud provisions relating to brokers and dealers under the 
Securities Exchange Act of 1934 (Exchange Act) (15 U.S.C. 78a et seq., 
as amended) and relating to investment advisers under the Investment 
Advisers Act of 1940.
    Note 2 to Sec. 230.501: The acknowledgment required by paragraph 
(h)(3) and the disclosure required by paragraph (h)(4) of this section 
must be made with specific reference to

[[Page 761]]

each prospective investment. Advance blanket acknowledgment, such as for 
all securities transactions or all private placements, is not 
sufficient.
    Note 3 to Sec. 230.501: Disclosure of any material relationships 
between the purchaser representative or his affiliates and the issuer or 
its affiliates does not relieve the purchaser representative of his 
obligation to act in the interest of the purchaser.

[47 FR 11262, Mar. 16, 1982, as amended at 53 FR 7868, Mar. 10, 1988; 54 
FR 11372, Mar. 20, 1989; 76 FR 81806, Dec. 29, 2011; 77 FR 18685, Mar. 
28, 2012; 78 FR 44770, 44804, July 24, 2013; 81 FR 83553, Nov. 21, 2016]



Sec. 230.502  General conditions to be met.

    The following conditions shall be applicable to offers and sales 
made under Regulation D (Sec. 230.500 et seq. of this chapter):
    (a) Integration. All sales that are part of the same Regulation D 
offering must meet all of the terms and conditions of Regulation D. 
Offers and sales that are made more than six months before the start of 
a Regulation D offering or are made more than six months after 
completion of a Regulation D offering will not be considered part of 
that Regulation D offering, so long as during those six month periods 
there are no offers or sales of securities by or for the issuer that are 
of the same or a similar class as those offered or sold under Regulation 
D, other than those offers or sales of securities under an employee 
benefit plan as defined in rule 405 under the Act (17 CFR 230.405).

    Note: The term offering is not defined in the Act or in Regulation 
D. If the issuer offers or sells securities for which the safe harbor 
rule in paragraph (a) of this Sec. 230.502 is unavailable, the 
determination as to whether separate sales of securities are part of the 
same offering (i.e., are considered integrated) depends on the 
particular facts and circumstances. Generally, transactions otherwise 
meeting the requirements of an exemption will not be integrated with 
simultaneous offerings being made outside the United States in 
compliance with Regulation S. See Release No. 33-6863.
    The following factors should be considered in determining whether 
offers and sales should be integrated for purposes of the exemptions 
under Regulation D:
    (a) Whether the sales are part of a single plan of financing;
    (b) Whether the sales involve issuance of the same class of 
securities;
    (c) Whether the sales have been made at or about the same time;
    (d) Whether the same type of consideration is being received; and
    (e) Whether the sales are made for the same general purpose.

See Release 33-4552 (November 6, 1962) [27 FR 11316].

    (b) Information requirements--(1) When information must be 
furnished. If the issuer sells securities under Sec. 230.506(b) to any 
purchaser that is not an accredited investor, the issuer shall furnish 
the information specified in paragraph (b)(2) of this section to such 
purchaser a reasonable time prior to sale. The issuer is not required to 
furnish the specified information to purchasers when it sells securities 
under Sec. 230.504, or to any accredited investor.

    Note: When an issuer provides information to investors pursuant to 
paragraph (b)(1), it should consider providing such information to 
accredited investors as well, in view of the anti-fraud provisions of 
the federal securities laws.

    (2) Type of information to be furnished. (i) If the issuer is not 
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 
issuer shall furnish to the purchaser, to the extent material to an 
understanding of the issuer, its business and the securities being 
offered:
    (A) Non-financial statement information. If the issuer is eligible 
to use Regulation A (Sec. 230.251-263), the same kind of information as 
would be required in Part II of Form 1-A (Sec. 239.90 of this chapter). 
If the issuer is not eligible to use Regulation A, the same kind of 
information as required in Part I of a registration statement filed 
under the Securities Act on the form that the issuer would be entitled 
to use.
    (B) Financial statement information--(1) Offerings up to $2,000,000. 
The information required in Article 8 of Regulation S-X (Sec. 210.8 of 
this chapter), except that only the issuer's balance sheet, which shall 
be dated within 120 days of the start of the offering, must be audited.
    (2) Offerings up to $7,500,000. The financial statement information 
required in Form S-1 (Sec. 239.10 of this chapter) for smaller reporting 
companies. If an issuer, other than a limited

[[Page 762]]

partnership, cannot obtain audited financial statements without 
unreasonable effort or expense, then only the issuer's balance sheet, 
which shall be dated within 120 days of the start of the offering, must 
be audited. If the issuer is a limited partnership and cannot obtain the 
required financial statements without unreasonable effort or expense, it 
may furnish financial statements that have been prepared on the basis of 
Federal income tax requirements and examined and reported on in 
accordance with generally accepted auditing standards by an independent 
public or certified accountant.
    (3) Offerings over $7,500,000. The financial statement as would be 
required in a registration statement filed under the Act on the form 
that the issuer would be entitled to use. If an issuer, other than a 
limited partnership, cannot obtain audited financial statements without 
unreasonable effort or expense, then only the issuer's balance sheet, 
which shall be dated within 120 days of the start of the offering, must 
be audited. If the issuer is a limited partnership and cannot obtain the 
required financial statements without unreasonable effort or expense, it 
may furnish financial statements that have been prepared on the basis of 
Federal income tax requirements and examined and reported on in 
accordance with generally accepted auditing standards by an independent 
public or certified accountant.
    (C) If the issuer is a foreign private issuer eligible to use Form 
20-F (Sec. 249.220f of this chapter), the issuer shall disclose the same 
kind of information required to be included in a registration statement 
filed under the Act on the form that the issuer would be entitled to 
use. The financial statements need be certified only to the extent 
required by paragraph (b)(2)(i) (B) (1), (2) or (3) of this section, as 
appropriate.
    (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 issuer shall furnish to the purchaser the 
information specified in paragraph (b)(2)(ii)(A) or (B) of this section, 
and in either event the information specified in paragraph (b)(2)(ii)(C) 
of this section:
    (A) The issuer's annual report to shareholders for the most recent 
fiscal year, if such annual report meets the requirements of Rules 14a-3 
or 14c-3 under the Exchange Act (Sec. 240.14a-3 or Sec. 240.14c-3 of 
this chapter), the definitive proxy statement filed in connection with 
that annual report, and if requested by the purchaser in writing, a copy 
of the issuer's most recent Form 10-K (Sec. 249.310 of this chapter) 
under the Exchange Act.
    (B) The information contained in an annual report on Form 10-K 
(Sec. 249.310 of this chapter) under the Exchange Act or in a 
registration statement on Form S-1 (Sec. 239.11 of this chapter) or S-11 
(Sec. 239.18 of this chapter) under the Act or on Form 10 (Sec. 249.210 
of this chapter) under the Exchange Act, whichever filing is the most 
recent required to be filed.
    (C) The information contained in any reports or documents required 
to be filed by the issuer under sections 13(a), 14(a), 14(c), and 15(d) 
of the Exchange Act since the distribution or filing of the report or 
registration statement specified in paragraphs (b)(2)(ii) (A) or (B), 
and a brief description of the securities being offered, the use of the 
proceeds from the offering, and any material changes in the issuer's 
affairs that are not disclosed in the documents furnished.
    (D) If the issuer is a foreign private issuer, the issuer may 
provide in lieu of the information specified in paragraph (b)(2)(ii) (A) 
or (B) of this section, the information contained in its most recent 
filing on Form 20-F or Form F-1 (Sec. 239.31 of the chapter).
    (iii) Exhibits required to be filed with the Commission as part of a 
registration statement or report, other than an annual report to 
shareholders or parts of that report incorporated by reference in a Form 
10-K report, need not be furnished to each purchaser that is not an 
accredited investor if the contents of material exhibits are identified 
and such exhibits are made available to a purchaser, upon his or her 
written request, a reasonable time before his or her purchase.
    (iv) At a reasonable time prior to the sale of securities to any 
purchaser that

[[Page 763]]

is not an accredited investor in a transaction under Sec. 230.506(b), 
the issuer shall furnish to the purchaser a brief description in writing 
of any material written information concerning the offering that has 
been provided by the issuer to any accredited investor but not 
previously delivered to such unaccredited purchaser. The issuer shall 
furnish any portion or all of this information to the purchaser, upon 
his written request a reasonable time prior to his purchase.
    (v) The issuer shall also make available to each purchaser at a 
reasonable time prior to his purchase of securities in a transaction 
under Sec. 230.506(b) the opportunity to ask questions and receive 
answers concerning the terms and conditions of the offering and to 
obtain any additional information which the issuer possesses or can 
acquire without unreasonable effort or expense that is necessary to 
verify the accuracy of information furnished under paragraph (b)(2) (i) 
or (ii) of this section.
    (vi) For business combinations or exchange offers, in addition to 
information required by Form S-4 (17 CFR 239.25), the issuer shall 
provide to each purchaser at the time the plan is submitted to security 
holders, or, with an exchange, during the course of the transaction and 
prior to sale, written information about any terms or arrangements of 
the proposed transactions that are materially different from those for 
all other security holders. For purposes of this subsection, an issuer 
which is not subject to the reporting requirements of section 13 or 
15(d) of the Exchange Act may satisfy the requirements of Part I.B. or 
C. of Form S-4 by compliance with paragraph (b)(2)(i) of this 
Sec. 230.502.
    (vii) At a reasonable time prior to the sale of securities to any 
purchaser that is not an accredited investor in a transaction under 
Sec. 230.506(b), the issuer shall advise the purchaser of the 
limitations on resale in the manner contained in paragraph (d)(2) of 
this section. Such disclosure may be contained in other materials 
required to be provided by this paragraph.
    (c) Limitation on manner of offering. Except as provided in 
Sec. 230.504(b)(1) or Sec. 230.506(c), neither the issuer nor any person 
acting on its behalf shall offer or sell the securities by any form of 
general solicitation or general advertising, including, but not limited 
to, the following:
    (1) Any advertisement, article, notice or other communication 
published in any newspaper, magazine, or similar media or broadcast over 
television or radio; and
    (2) Any seminar or meeting whose attendees have been invited by any 
general solicitation or general advertising; Provided, however, that 
publication by an issuer of a notice in accordance with Sec. 230.135c or 
filing with the Commission by an issuer of a notice of sales on Form D 
(17 CFR 239.500) in which the issuer has made a good faith and 
reasonable attempt to comply with the requirements of such form, shall 
not be deemed to constitute general solicitation or general advertising 
for purposes of this section; Provided further, that, if the 
requirements of Sec. 230.135e are satisfied, providing any journalist 
with access to press conferences held outside of the United States, to 
meetings with issuer or selling security holder representatives 
conducted outside of the United States, or to written press-related 
materials released outside the United States, at or in which a present 
or proposed offering of securities is discussed, will not be deemed to 
constitute general solicitation or general advertising for purposes of 
this section.
    (d) Limitations on resale. Except as provided in Sec. 230.504(b)(1), 
securities acquired in a transaction under Regulation D shall have the 
status of securities acquired in a transaction under section 4(a)(2) of 
the Act and cannot be resold without registration under the Act or an 
exemption therefrom. The issuer shall exercise reasonable care to assure 
that the purchasers of the securities are not underwriters within the 
meaning of section 2(a)(11) of the Act, which reasonable care may be 
demonstrated by the following:
    (1) Reasonable inquiry to determine if the purchaser is acquiring 
the securities for himself or for other persons;
    (2) Written disclosure to each purchaser prior to sale that the 
securities have not been registered under the Act and, therefore, cannot 
be resold unless

[[Page 764]]

they are registered under the Act or unless an exemption from 
registration is available; and
    (3) Placement of a legend on the certificate or other document that 
evidences the securities stating that the securities have not been 
registered under the Act and setting forth or referring to the 
restrictions on transferability and sale of the securities.

While taking these actions will establish the requisite reasonable care, 
it is not the exclusive method to demonstrate such care. Other actions 
by the issuer may satisfy this provision. In addition, 
Sec. 230.502(b)(2)(vii) requires the delivery of written disclosure of 
the limitations on resale to investors in certain instances.

[47 FR 11262, Mar. 16, 1982, as amended at 47 FR 54771, Dec. 6, 1982; 53 
FR 7869, Mar. 11, 1988; 54 FR 11372, Mar. 20, 1989; 55 FR 18322, May 2, 
1990; 56 FR 30054, 30055, July 1, 1991; 57 FR 47409, Oct. 16, 1992; 58 
FR 26514, May 4, 1993; 59 FR 21650, Apr. 26, 1994; 62 FR 53954, Oct. 17, 
1997; 73 FR 969, Jan. 4, 2008; 73 FR 10615, Feb. 27, 2008; 77 FR 18685, 
Mar. 28, 2012; 78 FR 44804, July 24, 2013; 81 FR 83553, Nov. 21, 2016]



Sec. 230.503  Filing of notice of sales.

    (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 
Sec. 230.504 or Sec. 230.506 must file with the Commission a notice of 
sales containing the information required by Form D (17 CFR 239.500) for 
each new offering of securities no later than 15 calendar days after the 
first sale of securities in the offering, unless the end of that period 
falls on a Saturday, Sunday or holiday, in which case the due date would 
be the first business day following.
    (2) An issuer may file an amendment to a previously filed notice of 
sales on Form D at any time.
    (3) An issuer must file an amendment to a previously filed notice of 
sales on Form D for an offering:
    (i) To correct a material mistake of fact or error in the previously 
filed notice of sales on Form D, as soon as practicable after discovery 
of the mistake or error;
    (ii) To reflect a change in the information provided in the 
previously filed notice of sales on Form D, as soon as practicable after 
the change, except that no amendment is required to reflect a change 
that occurs after the offering terminates or a change that occurs solely 
in the following information:
    (A) The address or relationship to the issuer of a related person 
identified in response to Item 3 of the notice of sales on Form D;
    (B) An issuer's revenues or aggregate net asset value;
    (C) The minimum investment amount, if the change is an increase, or 
if the change, together with all other changes in that amount since the 
previously filed notice of sales on Form D, does not result in a 
decrease of more than 10%;
    (D) Any address or state(s) of solicitation shown in response to 
Item 12 of the notice of sales on Form D;
    (E) The total offering amount, if the change is a decrease, or if 
the change, together with all other changes in that amount since the 
previously filed notice of sales on Form D, does not result in an 
increase of more than 10%;
    (F) The amount of securities sold in the offering or the amount 
remaining to be sold;
    (G) The number of non-accredited investors who have invested in the 
offering, as long as the change does not increase the number to more 
than 35;
    (H) The total number of investors who have invested in the offering; 
or
    (I) The amount of sales commissions, finders' fees or use of 
proceeds for payments to executive officers, directors or promoters, if 
the change is a decrease, or if the change, together with all other 
changes in that amount since the previously filed notice of sales on 
Form D, does not result in an increase of more than 10%; and
    (iii) Annually, on or before the first anniversary of the filing of 
the notice of sales on Form D or the filing of the most recent amendment 
to the notice of sales on Form D, if the offering is continuing at that 
time.
    (4) An issuer that files an amendment to a previously filed notice 
of sales on Form D must provide current information in response to all 
requirements of the notice of sales on Form D regardless of why the 
amendment is filed.
    (b) How notice of sales on Form D must be filed and signed. (1) A 
notice of sales

[[Page 765]]

on Form D must be filed with the Commission in electronic format by 
means of the Commission's Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) in accordance with EDGAR rules set forth in 
Regulation S-T (17 CFR Part 232).
    (2) Every notice of sales on Form D must be signed by a person duly 
authorized by the issuer.

[73 FR 10615, Feb. 27, 2008, as amended at 81 FR 83553, Nov. 21, 2016]



Sec. 230.504  Exemption for limited offerings and sales of securities
not exceeding $5,000,000.

    (a) Exemption. Offers and sales of securities that satisfy the 
conditions in paragraph (b) of this Sec. 230.504 by an issuer that is 
not:
    (1) Subject to the reporting requirements of section 13 or 15(d) of 
the Exchange Act,;
    (2) An investment company; or
    (3) A development stage company that either has no specific business 
plan or purpose or has indicated that its business plan is to engage in 
a merger or acquisition with an unidentified company or companies, or 
other entity or person, shall be exempt from the provision of section 5 
of the Act under section 3(b) of the Act.
    (b) Conditions to be met--(1) General conditions. To qualify for 
exemption under this Sec. 230.504, offers and sales must satisfy the 
terms and conditions of Secs. 230.501 and 230.502 (a), (c) and (d), 
except that the provisions of Sec. 230.502 (c) and (d) will not apply to 
offers and sales of securities under this Sec. 230.504 that are made:
    (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 substantive disclosure document before sale, 
and are made in accordance with those state provisions;
    (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, if the securities have been registered 
in at least one state that provides for such registration, public filing 
and delivery before sale, offers and sales are made in that state in 
accordance with such provisions, and the disclosure document is 
delivered before sale to all purchasers (including those in the states 
that have no such procedure); or
    (iii) Exclusively according to state law exemptions from 
registration that permit general solicitation and general advertising so 
long as sales are made only to ``accredited investors'' as defined in 
Sec. 230.501(a).
    (2) The aggregate offering price for an offering of securities under 
this Sec. 230.504, as defined in Sec. 230.501(c), shall not exceed 
$5,000,000, less the aggregate offering price for all securities sold 
within the twelve months before the start of and during the offering of 
securities under this Sec. 230.504 or in violation of section 5(a) of 
the Securities Act.
    Instruction to paragraph (b)(2): If a transaction under Sec. 230.504 
fails to meet the limitation on the aggregate offering price, it does 
not affect the availability of this Sec. 230.504 for the other 
transactions considered in applying such limitation. For example, if an 
issuer sold $5,000,000 of its securities on January 1, 2014 under this 
Sec. 230.504 and an additional $500,000 of its securities on July 1, 
2014, this Sec. 230.504 would not be available for the later sale, but 
would still be applicable to the January 1, 2014 sale.
    (3) Disqualifications. No exemption under this section shall be 
available for the securities of any issuer if such issuer would be 
subject to disqualification under Sec. 230.506(d) on or after January 
20, 2017; provided that disclosure of prior ``bad actor'' events shall 
be required in accordance with Sec. 230.506(e).
    Instruction to paragraph (b)(3): For purposes of disclosure of prior 
``bad actor'' events pursuant to Sec. 230.506(e), an issuer shall 
furnish to each purchaser, a reasonable time prior to sale, a 
description in writing of any matters that would have triggered 
disqualification under this paragraph (b)(3) but occurred before January 
20, 2017.

[57 FR 36473, Aug. 13, 1992, as amended at 61 FR 30402, June 14, 1996; 
64 FR 11094, Mar. 8, 1999; 81 FR 83553, Nov. 21, 2016; 82 FR 12067, Feb. 
28, 2017]

[[Page 766]]



Sec. 230.505  [Reserved]



Sec. 230.506  Exemption for limited offers and sales without regard to
dollar amount of offering.

    (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 transactions not involving any public offering within the 
meaning of section 4(a)(2) of the Act.
    (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 and sales must satisfy all the terms and 
conditions of Secs. 230.501 and 230.502.
    (2) Specific conditions--(i) Limitation on number of purchasers. 
There are no more than or the issuer reasonably believes that there are 
no more than 35 purchasers of securities from the issuer in any offering 
under this section.

    Note to paragraph (b)(2)(i): See Sec. 230.501(e) for the calculation 
of the number of purchasers and Sec. 230.502(a) for what may or may not 
constitute an offering under paragraph (b) of this section.

    (ii) Nature of purchasers. Each purchaser who is not an accredited 
investor either alone or with his purchaser representative(s) has such 
knowledge and experience in financial and business matters that he is 
capable of evaluating the merits and risks of the prospective 
investment, or the issuer reasonably believes immediately prior to 
making any sale that such purchaser comes within this description.
    (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 must satisfy all the terms and conditions of 
Secs. 230.501 and 230.502(a) and (d).
    (2) Specific conditions--(i) Nature of purchasers. All purchasers of 
securities sold in any offering under paragraph (c) of this section are 
accredited investors.
    (ii) Verification of accredited investor status. The issuer shall 
take reasonable steps to verify that purchasers of securities sold in 
any offering under paragraph (c) of this section are accredited 
investors. The issuer shall be deemed to take reasonable steps to verify 
if the issuer uses, at its option, one of the following non-exclusive 
and non-mandatory methods of verifying that a natural person who 
purchases securities in such offering is an accredited investor; 
provided, however, that the issuer does not have knowledge that such 
person is not an accredited investor:
    (A) In regard to whether the purchaser is an accredited investor on 
the basis of income, reviewing any Internal Revenue Service form that 
reports the purchaser's income for the two most recent years (including, 
but not limited to, Form W-2, Form 1099, Schedule K-1 to Form 1065, and 
Form 1040) and obtaining a written representation from the purchaser 
that he or she has a reasonable expectation of reaching the income level 
necessary to qualify as an accredited investor during the current year;
    (B) In regard to whether the purchaser is an accredited investor on 
the basis of net worth, reviewing one or more of the following types of 
documentation dated within the prior three months and obtaining a 
written representation from the purchaser that all liabilities necessary 
to make a determination of net worth have been disclosed:
    (1) With respect to assets: Bank statements, brokerage statements 
and other statements of securities holdings, certificates of deposit, 
tax assessments, and appraisal reports issued by independent third 
parties; and
    (2) With respect to liabilities: A consumer report from at least one 
of the nationwide consumer reporting agencies; or
    (C) Obtaining a written confirmation from one of the following 
persons or entities that such person or entity has taken reasonable 
steps to verify that the purchaser is an accredited investor within the 
prior three months and has determined that such purchaser is an 
accredited investor:
    (1) A registered broker-dealer;
    (2) An investment adviser registered with the Securities and 
Exchange Commission;
    (3) A licensed attorney who is in good standing under the laws of 
the jurisdictions in which he or she is admitted to practice law; or
    (4) A certified public accountant who is duly registered and in good 
standing

[[Page 767]]

under the laws of the place of his or her residence or principal office.
    (D) In regard to any person who purchased securities in an issuer's 
Rule 506(b) offering as an accredited investor prior to September 23, 
2013 and continues to hold such securities, for the same issuer's Rule 
506(c) offering, obtaining a certification by such person at the time of 
sale that he or she qualifies as an accredited investor.
    Instructions to paragraph (c)(2)(ii)(A) through (D) of this section:
    1. The issuer is not required to use any of these methods in 
verifying the accredited investor status of natural persons who are 
purchasers. These methods are examples of the types of non-exclusive and 
non-mandatory methods that satisfy the verification requirement in 
Sec. 230.506(c)(2)(ii).
    2. In the case of a person who qualifies as an accredited investor 
based on joint income with that person's spouse, the issuer would be 
deemed to satisfy the verification requirement in 
Sec. 230.506(c)(2)(ii)(A) by reviewing copies of Internal Revenue 
Service forms that report income for the two most recent years in regard 
to, and obtaining written representations from, both the person and the 
spouse.
    3. In the case of a person who qualifies as an accredited investor 
based on joint net worth with that person's spouse, the issuer would be 
deemed to satisfy the verification requirement in 
Sec. 230.506(c)(2)(ii)(B) by reviewing such documentation in regard to, 
and obtaining written representations from, both the person and the 
spouse.
    (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; any affiliated issuer; any director, 
executive officer, other officer participating in the offering, general 
partner or managing member of the issuer; any beneficial owner of 20% or 
more of the issuer's outstanding voting equity securities, calculated on 
the basis of voting power; any promoter connected with the issuer in any 
capacity at the time of such sale; any investment manager of an issuer 
that is a pooled investment fund; any person that has been or will be 
paid (directly or indirectly) remuneration for solicitation of 
purchasers in connection with such sale of securities; any general 
partner or managing member of any such investment manager or solicitor; 
or any director, executive officer or other officer participating in the 
offering of any such investment manager or solicitor or general partner 
or managing member of such investment manager or solicitor:
    (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 misdemeanor:
    (A) In connection with the purchase or sale of any security;
    (B) Involving the making of any false filing with the Commission; or
    (C) Arising out of the conduct of the business of an underwriter, 
broker, dealer, municipal securities dealer, investment adviser or paid 
solicitor of purchasers of securities;
    (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 sale, restrains or enjoins such person from 
engaging or continuing to engage in any conduct or practice:
    (A) In connection with the purchase or sale of any security;
    (B) Involving the making of any false filing with the Commission; or
    (C) Arising out of the conduct of the business of an underwriter, 
broker, dealer, municipal securities dealer, investment adviser or paid 
solicitor of purchasers of securities;
    (iii) Is subject to a final order of a state securities commission 
(or an agency or officer of a state performing like functions); a state 
authority that supervises or examines banks, savings associations, or 
credit unions; a state insurance commission (or an agency or officer of 
a state performing like functions); an appropriate federal banking 
agency; the U.S. Commodity Futures Trading Commission; or the National 
Credit Union Administration that:
    (A) At the time of such sale, bars the person from:
    (1) Association with an entity regulated by such commission, 
authority, agency, or officer;
    (2) Engaging in the business of securities, insurance or banking; or

[[Page 768]]

    (3) Engaging in savings association or credit union activities; or
    (B) Constitutes a final order based on a violation of any law or 
regulation that prohibits fraudulent, manipulative, or deceptive conduct 
entered within ten years before such sale;
    (iv) Is subject to an order of the Commission entered pursuant to 
section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of 
such sale:
    (A) Suspends or revokes such person's registration as a broker, 
dealer, municipal securities dealer or investment adviser;
    (B) Places limitations on the activities, functions or operations of 
such person; or
    (C) Bars such person from being associated with any entity or from 
participating in the offering of any penny stock;
    (v) Is subject to any order of the Commission entered within five 
years before such sale that, at the time of such sale, orders the person 
to cease and desist from committing or causing a violation or future 
violation of:
    (A) Any scienter-based anti-fraud provision of the federal 
securities laws, including without limitation section 17(a)(1) of the 
Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, 
section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or
    (B) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).
    (vi) Is suspended or expelled from membership in, or suspended or 
barred from association with a member of, a registered national 
securities exchange or a registered national or affiliated securities 
association for any act or omission to act constituting conduct 
inconsistent with just and equitable principles of trade;
    (vii) Has filed (as a registrant or issuer), or was or was named as 
an underwriter in, any registration statement or Regulation A offering 
statement filed with the Commission that, within five years before such 
sale, was the subject of a refusal order, stop order, or order 
suspending the Regulation A exemption, or is, at the time of such sale, 
the subject of an investigation or proceeding to determine whether a 
stop order or suspension order should be issued; or
    (viii) Is subject to a United States Postal Service false 
representation order entered within five years before such sale, or is, 
at the time of such sale, subject to a temporary restraining order or 
preliminary injunction with respect to conduct alleged by the United 
States Postal Service to constitute a scheme or device for obtaining 
money or property through the mail by means of false representations.
    (2) Paragraph (d)(1) of this section shall not apply:
    (i) With respect to any conviction, order, judgment, decree, 
suspension, expulsion or bar that occurred or was issued before 
September 23, 2013;
    (ii) Upon a showing of good cause and without prejudice to any other 
action by the Commission, if the Commission determines that it is not 
necessary under the circumstances that an exemption be denied;
    (iii) If, before the relevant sale, the court or regulatory 
authority that entered the relevant order, judgment or decree advises in 
writing (whether contained in the relevant judgment, order or decree or 
separately to the Commission or its staff) that disqualification under 
paragraph (d)(1) of this section should not arise as a consequence of 
such order, judgment or decree; or
    (iv) If the issuer establishes that it did not know and, in the 
exercise of reasonable care, could not have known that a 
disqualification existed under paragraph (d)(1) of this section.
    Instruction to paragraph (d)(2)(iv). An issuer will not be able to 
establish that it has exercised reasonable care unless it has made, in 
light of the circumstances, factual inquiry into whether any 
disqualifications exist. The nature and scope of the factual inquiry 
will vary based on the facts and circumstances concerning, among other 
things, the issuer and the other offering participants.

[[Page 769]]

    (3) For purposes of paragraph (d)(1) of this section, events 
relating to any affiliated issuer that occurred before the affiliation 
arose will be not considered disqualifying if the affiliated entity is 
not:
    (i) In control of the issuer; or
    (ii) Under common control with the issuer by a third party that was 
in control of the affiliated entity at the time of such events.
    (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 that would have triggered 
disqualification under paragraph (d)(1) of this section but occurred 
before September 23, 2013. The failure to furnish such information 
timely shall not prevent an issuer from relying on this section if the 
issuer establishes that it did not know and, in the exercise of 
reasonable care, could not have known of the existence of the 
undisclosed matter or matters.
    Instruction to paragraph (e). An issuer will not be able to 
establish that it has exercised reasonable care unless it has made, in 
light of the circumstances, factual inquiry into whether any 
disqualifications exist. The nature and scope of the factual inquiry 
will vary based on the facts and circumstances concerning, among other 
things, the issuer and the other offering participants.

[47 FR 11262, Mar. 6, 1982, as amended at 54 FR 11373, Mar. 20, 1989; 78 
FR 44770, 44804, July 24, 2013]



Sec. 230.507  Disqualifying provision relating to exemptions under 
Secs. 230.504 and 230.506.

    (a) No exemption under Sec. 230.504 or Sec. 230.506 shall be 
available for an issuer if such issuer, any of its predecessors or 
affiliates have been subject to any order, judgment, or decree of any 
court of competent jurisdiction temporarily, preliminary or permanently 
enjoining such person for failure to comply with Sec. 230.503.
    (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 that the exemption be denied.

[54 FR 11374, Mar. 20, 1989, as amended at 81 FR 83553, Nov. 21, 2016]



Sec. 230.508  Insignificant deviations from a term, condition or 
requirement of Regulation D.

    (a) A failure to comply with a term, condition or requirement of 
Sec. 230.504 or Sec. 230.506 will not result in the loss of the 
exemption from the requirements of section 5 of the Act for any offer or 
sale to a particular individual or entity, if the person relying on the 
exemption shows:
    (1) The failure to comply did not pertain to a term, condition or 
requirement directly intended to protect that particular individual or 
entity; and
    (2) The failure to comply was insignificant with respect to the 
offering as a whole, provided that any failure to comply with paragraph 
(c) of Sec. 230.502, paragraph (b)(2) of Sec. 230.504 and paragraph 
(b)(2)(i) of Sec. 230.506 shall be deemed to be significant to the 
offering as a whole; and
    (3) A good faith and reasonable attempt was made to comply with all 
applicable terms, conditions and requirements of Sec. 230.504 or 
Sec. 230.506.
    (b) A transaction made in reliance on Sec. 230.504 or Sec. 230.506 
shall comply with all applicable terms, conditions and requirements of 
Regulation D. Where an exemption is established only through reliance 
upon paragraph (a) of this section, the failure to comply shall 
nonetheless be actionable by the Commission under section 20 of the Act.

[54 FR 11374, Mar. 20, 1989, as amended at 57 FR 36473, Aug. 13, 1992; 
81 FR 83553, Nov. 21, 2016]

  Regulation E--Exemption for Securities of Small Business Investment 
                                Companies

    Authority: Sections 230.601 to 230.610a issued under sec. 19, 48 
Stat. 85, as amended; 15 U.S.C. 77s.

    Source: Sections 230.601 through 230.610a appear at 23 FR 10484, 
Dec. 30, 1958, unless otherwise noted.

    Cross Reference: For regulations of Small Business Administration 
under the Small Business Investment Act of 1958, see 13 CFR, Chapter I.

[[Page 770]]



Sec. 230.601  Definitions of terms used in Secs. 230.601 to 230.610a.

    As used in Secs. 230.601 to 230.610a, the following terms shall have 
the meaning indicated:
    Act. The term Act refers to the Securities Act of 1933 unless 
specifically stated otherwise.
    Affiliate. An affiliate of an issuer is a person controlling, 
controlled by or under common control with such issuer. An individual 
who controls an issuer is also an affiliate of such issuer.
    Notification. The term notification means the notification required 
by Sec. 230.604.
    Offering circular. The term offering circular means the offering 
circular required by Sec. 230.605.
    State. A State is any State, Territory or insular possession of the 
United States, or the District of Columbia.
    Underwriter. The term underwriter shall have the meaning given in 
section 2(11) of the Act.



Sec. 230.602  Securities exempted.

    (a) Except as hereinafter provided in this rule, securities issued 
by any small business investment company which is registered under the 
Investment Company Act of 1940, or any closed-end investment company 
that has elected to be regulated as a business development company under 
the Investment Company Act of 1940 or has notified the Commission that 
it intends to elect to be regulated as a business development company 
pursuant to section 54 of the Investment Company Act of 1940, will be 
exempt from registration under the Securities Act of 1933, subject to 
the terms and conditions of Secs. 230.601 to 230.610a. As used in this 
paragraph, the term small business investment company means any company 
which is licensed as a small business investment company under the Small 
Business Investment Act of 1958 or which has received the preliminary 
approval of the Small Business Administration and has been notified by 
the Administration that it may submit a license application. As used in 
this paragraph, the term business development company means any closed-
end investment company which meets the definitional requirements of 
section 2(a)(48) (A) and (B) of the Investment Company Act of 1940 (15 
U.S.C. 80a-2(a)(48)).
    (b) No exemption under Secs. 230.601 to 230.610a shall be available 
for the securities of any issuer if such issuer or any of its 
affiliates:
    (1) Has filed a registration statement which is the subject of any 
proceeding or examination under section 8 of the Act, or is the subject 
of any refusal order or stop order entered thereunder within five years 
prior to the filing of the notification;
    (2) Is subject to pending proceedings under Sec. 230.610 or any 
similar rule adopted under section 3(b) of the Act, or to an order 
entered thereunder within five years prior to the filing of such 
notification;
    (3) Has been convicted within five years prior to the filing of such 
notification of any crime or offense involving the purchase or sale of 
securities;
    (4) Is subject to any order, judgment or decree of any court of 
competent jurisdiction, entered within five years prior to the filing of 
such notification, temporarily or permanently restraining or enjoining 
such person from engaging in or continuing any conduct or practice in 
connection with the purchase or sale of securities;
    (5) Is subject to pending proceedings under section 8(e) of the 
Investment Company Act of 1940 or to any suspension or revocation order 
issued thereunder;
    (6) Is subject to an injunction issued pursuant to section 35(d) of 
the Investment Company Act of 1940; or
    (7) Is subject to a U.S. Post Office fraud order.
    (c) No exemption under Secs. 230.601 to 230.610a shall be available 
for the securities of any issuer, if any of its directors, officers or 
principal security holders, any investment adviser or any underwriter of 
the securities to be offered, or any partner, director or officer of any 
such investment advisor or underwriter:
    (1) Has been convicted within ten years prior to the filing of the 
notification of any crime or offense involving the purchase or sale of 
any security or arising out of such person's conduct as an underwriter, 
broker, dealer or investment adviser;

[[Page 771]]

    (2) Is temporarily or permanently restrained or enjoined by any 
court from engaging in or continuing any conduct or practice in 
connection with the purchase or sale of any security or arising out of 
such person's conduct as an underwriter, broker, dealer or investment 
adviser;
    (3) Is subject to an order of the Commission entered pursuant to 
section 15(b) or 15A(1) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(b) or 78o-3(1)); has been found by the Commission to be a 
cause of any such order which is still in effect; or is subject to an 
order of the Commission entered pursuant to section 203(e) or (f) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f));
    (4) Is suspended or has been expelled from membership in a national 
securities dealers association or a national securities exchange for 
conduct inconsistent with just and equitable principles of trade; or
    (5) Is subject to a U.S. Post Office fraud order.
    (d) No exemption under Secs. 230.601 to 230.610a shall be available 
for the securities of any issuer if any underwriter of such securities, 
or any director, officer or partner of any such underwriter was, or was 
named as, an underwriter of any securities:
    (1) Covered by any registration statement which is the subject of 
any proceeding or examination under section 8 of the Act, or is the 
subject of any refusal order or stop order entered thereunder within 
five years prior to the filing of the notification; or
    (2) Covered by any filing which is subject to pending proceedings 
under Sec. 230.610 or any similar rule adopted under section 3(b) of the 
Act, or to an order entered thereunder within five years prior to the 
filing of such notification.
    (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 it is not necessary under the circumstances that the 
exemption be denied. Any such determination by the Commission shall be 
without prejudice to any other action by the Commission in any other 
proceeding or matter with respect to the issuer or any other person.

(Secs. 3(b) and 3(c) Securities Act of 1933 (15 U.S.C. 77c (b) and (c)); 
sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[23 FR 10484, Dec. 30, 1958, as amended at 49 FR 35344, Sept. 7, 1984; 
78 FR 79299, Dec. 30, 2013]



Sec. 230.603  Amount of securities exempted.

    (a) The aggregate offering price of all of the following securities 
of the issuer shall not exceed $5,000,000:
    (1) All securities presently being offered under Secs. 230.601 to 
230.610a, or specified in the notification as proposed to be so offered;
    (2) All securities previously sold pursuant to an offering under 
Secs. 230.601 to 230.610a, commenced within one year prior to the 
commencement of the proposed offering; and
    (3) All securities sold in violation of section 5(a) of the Act 
within one year prior to the commencement of the proposed offering.

Notwithstanding the foregoing, the aggregate offering price of all 
securities so offered or sold on behalf of any one person other than the 
issuer shall not exceed $100,000, except that this limitation shall not 
apply if the securities are to be offered on behalf of the estate of a 
deceased person within two years after the death of such person.
    (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 transactions or quotations on a 
specified date within 15 days prior to the date of filing the 
notification, or the offering price to the public, whichever is higher: 
Provided, That the aggregate gross proceeds actually received from the 
public shall not exceed the maximum aggregate offering price permitted 
in the particular case by paragraph (a) of this section.
    (c) In computing the amount of securities which may be offered under 
Secs. 230.601 to 230.610a, there need not be included unsold securities 
the offering of which has been withdrawn with the consent of the 
Commission by amending the pertinent notification to reduce

[[Page 772]]

the amount stated therein as proposed to be offered.

(15 U.S.C. 77c; secs. 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 
77c (b) and (c)); sec. 38, Investment Company Act of 1940 (15 U.S.C. 
80a-37))

[23 FR 10484, Dec. 30, 1958, as amended at 36 FR 7050, Apr. 14, 1971; 49 
FR 35344, Sept. 7, 1984]



Sec. 230.604  Filing of notification on Form 1-E.

    (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 Secs. 230.601 to 230.610a, there shall be 
filed with the Commission four copies of a notification on Form 1-E. The 
Commission may, however, in its discretion, authorize the commencement 
of the offering or sale prior to the expiration of such 10-day period 
upon a written request for such authorization.
    (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 notification is signed by any person on behalf of any 
other person, evidence of authority to sign on behalf of such other 
person shall be filed with the notification, except where an officer of 
the issuer signs on behalf of the issuer.
    (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 Commission at least 10 days prior to any offering or 
sale of the securities subsequent to the filing of such amendment, or 
such shorter period as the Commission, in its discretion, may authorize 
upon a written request for such authorization.
    (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 under Sec. 230.610 at the time the application is 
filed or becomes subject to such an order within 15 days (Saturdays, 
Sundays and holidays excluded) thereafter: Provided, That a notification 
may not be withdrawn after any of the securities proposed to be offered 
thereunder have been sold. Any such application shall be signed in the 
same manner as the notification.

(Secs. 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and 
(c)); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[23 FR 10484, Dec. 30, 1958, as amended at 37 FR 1471, Jan. 29, 1972; 49 
FR 35344, Sept. 7, 1984; 61 FR 49959, Sept. 24, 1996]



Sec. 230.605  Filing and use of the offering circular.

    (a) Except as provided in paragraphs (b) or (f) of this rule and in 
Sec. 230.606:
    (1) No written offer of securities of any issuer shall be made under 
Secs. 230.601 to 230.610a unless an offering circular containing the 
information specified in Schedule A or Schedule B, as appropriate, is 
concurrently given or has previously been given to the person to whom 
the offer is made, or has been sent to such person under such 
circumstances that it would normally have been received by him at or 
prior to the time of such written offer; and
    (2) No securities of such issuer shall be sold under Secs. 230.601 
to 230.610a unless such an offering circular is given to the person to 
whom the securities were sold, or is sent to such person under such 
circumstances that it would normally be received by him, with or prior 
to any confirmation of the sale, or prior to the payment by him of all 
or any part of the purchase price of the securities, whichever first 
occurs.
    (b) Any written advertisement or other written communication, or any 
radio or television broadcast, which states from whom an offering 
circular may be obtained and in addition contains no more than the 
following information may be published, distributed or broadcast at or 
after the commencement of the public offering to any person prior to 
sending or giving such person a copy of such circular:
    (1) The name of the issuer of such security;
    (2) The title of the security, the amount being offered, and the 
per-unit offering price to the public; and
    (3) The identity of the general type of business of the issuer.
    (c)(1) The offering circular may be printed, mimeographed, 
lithographed or typewritten, or prepared by any similar process which 
will result in clearly legible copies. If printed, it

[[Page 773]]

shall be set in roman type at least as large as ten-point modern type, 
except that financial statements and other statistical or tabular matter 
may be set in roman type at least as large as eight-point modern type. 
All type shall be leaded at least two points.
    (2) Where an offering circular is distributed through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents by presenting all required information in a format 
readily communicated to investors.
    (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 accordance with Secs. 230.601 to 230.610a as 
for an original offering circular. In no event shall an offering 
circular be used which is false or misleading in light of the 
circumstances then existing.
    (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 at the time such notification is filed and shall 
be deemed a part thereof. If the offering circular is thereafter revised 
or amended, four copies of such revised or amended circular shall be 
filed as an amendment to the notification at least 10 days prior to its 
use, or such shorter period as the Commission may, in its discretion, 
authorize upon a written request for such authorization.
    (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 Sec. 230.604 (a) and (c) and paragraph (e) of 
this section and such distribution may be accompanied or followed by 
oral offers related thereto, provided the conditions in paragraphs 
(f)(1) through (f)(4) are met. For the purposes of this section, any 
offering circular distributed prior to the expiration of the ten day 
waiting period is called a Preliminary Offering Circular. Such 
Preliminary Offering Circular may be used to meet the requirements of 
paragraph (a)(2) of this section, provided that if a Preliminary 
Offering Circular is inaccurate or inadequate in any material respect, a 
revised Preliminary Offering Circular or an offering circular of the 
type referred to in paragraph (f)(4) shall be furnished to all persons 
to whom the securities are to be sold at least 48 hours prior to the 
mailing of any confirmation of sale to such persons, or shall be sent to 
such persons under such circumstances that it would normally be received 
by them 48 hours prior to their receipt of confirmation of the sale.
    (1) Such Preliminary Offering Circular contains substantially the 
information required by this section to be included in an offering 
circular, or contains substantially that information except for the 
omission of information with respect to the offering price, underwriting 
discounts or commissions, discounts or commissions to dealers, amount of 
proceeds, conversion rates, call prices, or other matters dependent upon 
the offering price.
    (2) The outside front cover page of the Preliminary Offering 
Circular shall bear the caption ``Preliminary Offering Circular,'' the 
date of its issuance, and the following statement which shall run along 
the left hand margin of the page and printed perpendicular to the text, 
in boldface type at least as large as that used generally in the body of 
such offering circular:

A notification pursuant to Regulation E relating to these securities has 
been filed with the Securities and Exchange Commission. Information 
contained in this Preliminary Offering Circular is subject to completion 
or amendment. These securities may not be sold nor may offers to buy be 
accepted prior to the time an offering circular which is not designated 
as a Preliminary Offering Circular is delivered. This Preliminary 
Offering Circular shall not constitute an offer to sell or the 
solicitation of an offer to buy nor shall there be any sales of these 
securities in any state in which such offer, solicitation or sale would 
be unlawful prior to registration or qualification under the securities 
laws of any such state.

    (3) The Preliminary Offering Circular relates to a proposed public 
offering of securities that is to be sold by or through one or more 
underwriters which are broker-dealers registered under section 15 of the 
Securities Exchange Act of 1934, each of which has furnished a signed 
Consent and Certification in the form prescribed as a condition to the 
use of such offering circular;

[[Page 774]]

    (4) An offering circular contains all of the information specified 
in Schedule A or Schedule B (17 CFR 230.610a) and which is not 
designated as a Preliminary Offering Circular is furnished with or prior 
to delivery of the confirmation of sale to any person who has been 
furnished with a Preliminary Offering Circular pursuant to this 
paragraph.

(Secs. 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and 
(c)); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[23 FR 10484, Dec. 30, 1958, as amended at 49 FR 35344, Sept. 7, 1984; 
61 FR 24655, May 15, 1996]



Sec. 230.606  Offering not in excess of $100,000.

    No offering circular need be filed or used in connection with an 
offering of securities under Secs. 230.601 to 230.610a if the aggregate 
offering price of all securities of the issuer offered or sold without 
the use of such an offering circular does not exceed $100,000 computed 
in accordance with Sec. 230.603, Provided, The following conditions are 
met:
    (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 by Schedule A or Schedule B to be set 
forth in an offering circular.
    (b) No advertisement, article or other communication published in 
any newspaper, magazine or other periodical and no radio or television 
broadcast in regard to the offering shall contain more than the 
following information:
    (1) The name of the issuer of such security;
    (2) The title of the security, amount offered, and the per-unit 
offering price to the public;
    (3) The identity of the general type of business of the issuer; and
    (4) By whom orders will be filled or from whom further information 
may be obtained.

(Secs. 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and 
(c)); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[23 FR 10484, Dec. 30, 1958, as amended at 49 FR 35344, Sept. 7, 1984]



Sec. 230.607  Sales material to be filed.

    Four copies of each of the following communications prepared or 
authorized by the issuer or anyone associated with the issuer, any of 
its affiliates or any principal underwriter for use in connection with 
the offering of any securities under Secs. 230.601 to 230.610a shall be 
filed with the Commission at least five days (exclusive of Saturdays, 
Sundays and holidays) prior to any use thereof, or such shorter period 
as the Commission, in its discretion, may authorize:
    (a) Every advertisement, article or other communication proposed to 
be published in any newspaper, magazine or other periodical;
    (b) The script of every radio or television broadcast; and
    (c) Every letter, circular or other written communication proposed 
to be sent, given or otherwise communicated to more than ten persons.



Sec. 230.608  Prohibition of certain statements.

    No offering circular or other written or oral communication used in 
connection with any offering under Secs. 230.601 to 230.610a shall 
contain any language stating or implying that the Commission has in any 
way passed upon the merits of, or given approval to, guaranteed or 
recommended the securities offered or the terms of the offering or has 
determined that the securities are exempt from registration, or has made 
any finding that the statements in any such offering circular or other 
communication are accurate or complete.



Sec. 230.609  Reports of sales hereunder.

    Within 30 days after the end of each six-month period following the 
date of the original offering circular, or of the statement required by 
Sec. 230.606, the issuer or other person for whose account the 
securities are offered shall file with the Commission four copies of a 
report on Form 2-E \1\ containing the information called for by that 
form. A final report shall be made upon completion or termination of the 
offering and may be made prior to the end of

[[Page 775]]

the six-month period in which the last sale is made.
---------------------------------------------------------------------------

    \1\ Filed as part of original document.
---------------------------------------------------------------------------



Sec. 230.610  Suspension of exemption.

    (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:
    (1) No exemption is available under Secs. 230.601 to 230.610a for 
the securities purported to be offered hereunder or any of the terms or 
conditions of Secs. 230.601 to 230.610a have not been complied with, 
including failure to file any report as required by Sec. 230.609.
    (2) The notification, the offering circular or any other sales 
literature contains any untrue statement of a material fact or omits to 
state a material fact necessary in order to make the statements made, in 
the light of the circumstances under which they are made, not 
misleading;
    (3) The offering is being made or would be made in violation of 
section 17 of the Act;
    (4) Any event has occurred after the filing of the notification 
which would have rendered the exemption hereunder unavailable if it has 
occurred prior to such filing;
    (5) Any person specified in paragraph (b) of Sec. 230.602 has been 
indicted for any crime or offense of the character specified in 
paragraph (b)(3) thereof, or any proceeding has been initiated for the 
purpose of enjoining any such person from engaging in or continuing any 
conduct or practice of the character specified in paragraph (b)(4);
    (6) Any person specified in paragraph (c) of Sec. 230.602 has been 
indicted for any crime or offense of the character specified in 
paragraph (c)(1) thereof, or any proceeding has been initiated for the 
purpose of enjoining any such person from engaging in or continuing any 
conduct or practice of the character specified in paragraph (c)(2); or
    (7) The issuer or any officer, director or underwriter has failed to 
cooperate, or has obstructed or refused to permit the making of an 
investigation by the Commission in connection with any offering made or 
proposed to be made hereunder.
    (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 filed (1) that such order has been entered, 
together with a brief statement of the reasons for the entry of the 
order, and (2) that the Commission, upon receipt of a written request 
within 30 days after the entry of such order, will, within 20 days after 
the receipt of such request, set the matter down for hearing at a place 
to be designated by the Commission. If no hearing is requested and none 
is ordered by the Commission, the order shall become permanent on the 
thirtieth day after its entry and shall remain in effect unless or until 
it is modified or vacated by the Commission. Where a hearing is 
requested or is ordered by the Commission, the Commission will, after 
notice of an opportunity for such hearing, either vacate the order or 
enter an order permanently suspending the exemption.
    (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 could have entered a temporary suspension order 
under paragraph (a) of this section. Any such order shall remain in 
effect until vacated by the Commission.
    (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 certified mail or confirmed telegraphic notice at 
the addresses of such persons given in the notification.

[23 FR 10484, Dec. 30, 1958, as amended at 29 FR 16982, Dec. 11, 1964]



Sec. 230.610a  Schedule A: Contents of offering circular for small
business investment companies; Schedule B: Contents of offering circular
for business development companies.

Schedule A--Contents of Offering Circular for Small Business Investment 
                                Companies

                          General Instructions

    1. The information in the offering circular should be organized to 
make it easier to understand the organization and operation of the 
company. The required information need not be in any particular order, 
except that Items 1 and 2 must be the first and second items in the 
offering circular.

[[Page 776]]

    2. The offering circular, including the cover page, may contain more 
information than is called for by this Schedule, provided that it is not 
incomplete, inaccurate, or misleading. Also, the additional information 
should not, by its nature, quantity, or manner of presentation, obscure 
or impede understanding of required information.

                           Item 1. Cover Page

    The cover page of the offering circular shall include the following 
information:
    (a) The name of the issuer;
    (b) The mailing address of the issuer's principal executive offices 
including the zip code and the issuer's telephone number;
    (c) The date of the offering circular;
    (d) A list of the type and amount of securities offered (e.g., if 
the securities offered include redemption or conversion features, so 
state);
    (e) The following statement in capital letters printed in boldface 
roman type at least as large as ten-point modern type and at least two 
points leaded:

``THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM 
REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION; HOWEVER, THE 
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES 
BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES AND EXCHANGE 
COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY 
SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON 
THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING 
LITERATURE.''

    (f) The name of the underwriter or underwriters, if applicable;
    (g) A cross-reference to the place in the offering circular 
discussing the material risks involved in purchasing the securities, 
printed in bold-face roman type at least as high as ten-point modern 
type and at least two points leaded;
    (h) The approximate date when the proposed sale to the public will 
begin; and
    (i) The information called for by the following table shall be 
given, in substantially the tabular form indicated, on the outside front 
cover page of the offering circular as to all securities being offered 
(estimate, if necessary):

------------------------------------------------------------------------
                                               Underwriting  Proceeds to
                                    Offering     discounts    issuer or
                                    price to        and         other
                                     public     commissions    persons
------------------------------------------------------------------------
Per share or other unit basis...
Total...........................
------------------------------------------------------------------------

    If the securities are to be offered on a best efforts basis, the 
cover page should set forth the termination date, if any, of the 
offering, any minimum required sale, and any arrangements to place the 
funds received in an escrow, trust, or similar arrangement. The 
following tabular presentation of the total maximum and minimum 
securities to be offered should be combined with the table required 
above:

------------------------------------------------------------------------
                                               Underwriting  Proceeds to
                                    Offering     discounts    issuer or
                                    price to        and         other
                                     public     commissions    persons
------------------------------------------------------------------------
Total Minimum...................
Total Maximum...................
------------------------------------------------------------------------

                              Instructions

    1. The term commissions shall include all cash, securities, 
contracts, or anything else of value, paid, to be set aside, disposed 
of, or understandings with or for the benefit of any other persons in 
which any underwriter is interested, made in connection with the sale of 
such security.
    2. Only commissions paid by the issuer in cash are to be indicated 
in the table. Commissions paid by other persons or any form of non-cash 
compensation shall be briefly identified in a note to the table with a 
cross-reference to a more complete description elsewhere in the offering 
circular.
    3. If the securities are not to be offered for cash, state the basis 
upon which the offering is to be made.
    4. (a) If it is impracticable to state the price to the public, 
briefly state the method by which the price is to be determined.
    (b) Any finder's fees or similar payments must be disclosed in a 
note to the table with a reference to a more complete discussion in the 
offering circular.
    (c) The amount of the expenses of the offering borne by the issuer, 
including underwriting expenses to be borne by the issuer, should be 
disclosed in a note to the table.
    5. If any of the securities are to be offered for the account of any 
security holder, state the identity of each selling security holder, the 
amount owned by him, the amount offered for his account and the amount 
to be owned after the offering.

                  Item 2. General Description of Issuer

    (a) Concisely discuss the organization and operation or proposed 
operation of the issuer. Include the following:
    (i) Basic identifying information, including:
    (A) The date and form of organization of the issuer and the name of 
the state under whose laws it is organized;
    (B) A brief description of the nature of a small business investment 
company; and

[[Page 777]]

    (C) The classification and subclassification of the issuer as 
specified in sections 4 and 5 of the Investment Company Act of 1940.
    (ii) A concise description of the investment objectives and policies 
of the issuer, including:
    (A) If those objectives may be changed without a vote of the holders 
of the majority of the voting securities, a brief statement to that 
effect; and
    (B) A brief discussion of how the issuer proposes to achieve its 
objectives, including:
    (1) The types of securities (for example, bonds, convertible 
debentures, preferred stocks, common stocks) in which it may invest, and 
the proportion of the assets which may be invested in each such type of 
security;
    (2) If the issuer proposes to have a policy of concentrating in a 
particular industry or group of industries, identification of such 
industry or industries. (Concentration, for purposes of this item, is 
deemed to be 25% or more of the value of the issuer's total assets 
invested or proposed to be invested in a particular industry or group of 
industries).
    (C) A concise description of any other policies of the issuer that 
may not be changed without the vote of the majority of the outstanding 
voting securities, including those policies which the issuer deems to be 
fundamental within the meaning of Section 8(b) of the Investment Company 
Act of 1940.
    (D) A concise description of those significant investment policies 
or techniques (such as investing for control or management or investing 
in other investment companies) that are not described pursuant to 
subparagraphs (B) or (C) above that issuer employs or has the current 
intention of employing in the foreseeable future.

    Note: If the effect of a policy is to prohibit a particular 
practice, or, if the policy permits a particular practice but the issuer 
has not employed that practice within the past year and has no current 
intention of doing so in the foreseeable future, do not include 
disclosure as to that policy.

    (b) Discuss briefly the principal risk factors associated with 
investment in the issuer, including factors peculiar to the issuer as 
well as those generally attendant to investment in a small business 
investment company with investment policies and objectives similar to 
the issuer.

                      Item 3. Plan of Distribution

    (a) If the securities are to be offered through underwriters, give 
the names of the principal underwriters, and state the amounts 
underwritten by each. Identify each underwriter having a material 
relationship to the issuer and state the nature of the relationship. 
State briefly the nature of the underwriters' obligation to take the 
securities.
    (b) State briefly the discounts and commissions to be allowed or 
paid to dealers, including all cash, securities, contracts or other 
consideration to be received by any dealer in connection with the sale 
of the securities.
    (c) If finder's fees are to be paid, identify the finder, the nature 
of the services rendered and the nature of any relationship between the 
finder and the issuer, its officers, directors, promoters, principal 
stockholders and underwriters (including any affiliates thereof). If a 
finder is not registered with the Commission as a broker or dealer, 
disclose that fact.
    (d) Outline briefly the plan of distribution of any securities being 
issued which are to be offered through the selling efforts of brokers or 
dealers or otherwise than through underwriters.
    (e)(1) Describe any arrangements for the return of funds to 
subscribers if all of the securities to be offered are not sold; if 
there are no such arrangements, so state.
    (2) If there will be material delay in the payment of the proceeds 
of the offering by the underwriter to the issuer, the nature of the 
delay and the effects on the issuer should be briefly described.

      Item 4. Management and Certain Security Holders of the Issuer

    (a) Give the full names and complete addresses of all directors, 
officers, members of any advisory board of the issuer and any person who 
owns more than 5 percent of any class of securities of the issuer (other 
than the Small Business Administration if the issuer is a small business 
investment company as defined in Sec. 230.602(a) of this chapter).
    (b) Identify each person who as of a specified date no more than 30 
days prior to the date of filing of this registration statement, 
controls the issuer as specified in section 2(a)(9) of the Investment 
Company Act of 1940.
    (c) Give the business experience over the last five years of any 
person named in (a) above who is or is expected to be significantly 
involved in the investment decisions of the issuer or in providing 
advisory services, direction or control of portfolio companies of the 
issuer.
    (d) State the aggregate annual remuneration of each of the three 
highest-paid persons who are officers or directors of the issuer and all 
officers and directors as a group during the issuer's last fiscal year. 
State the number of persons in the group referred to above without 
naming them.
    (e) Describe all direct and indirect interests (by security holdings 
or otherwise) of each person named in (a) above (i) in the issuer and 
(ii) in any material transactions within the past two years or in any 
material proposed transaction to which the issuer was or is to be a 
party. Include the cost to such

[[Page 778]]

persons of any assets or services for which any payment by or for the 
account of the issuer has been or is to be made.
    (f) Provide, if applicable, for each investment adviser of the 
issuer as defined in section 2(a)(20) of the Investment Company Act of 
1940:
    (i) The name and address of the investment adviser and a brief 
description of its experience as an investment adviser, and, if the 
investment adviser is controlled by another person, the name of that 
person and the general nature of its business. (If the investment 
adviser is subject to more than one level of control, it is sufficient 
to give the name of the ultimate control person.)
    (ii) A brief description of the services provided by the investment 
adviser. (If, in addition to providing investment advice, the investment 
adviser or persons employed by or associated with the investment adviser 
are, subject to the authority of the board of directors, responsible for 
overall management of issuer's business affairs, it is sufficient to 
state that fact in lieu of listing all services provided.)
    (iii) A brief description of the investment adviser's compensation. 
(If the issuer has been in operation for a full fiscal year, provide the 
compensation paid to the adviser for the most recent fiscal year as a 
percentage of average net assets. No further information is required in 
response to this Item if the adviser is paid on the basis of a 
percentage of net assets and if the issuer has neither changed 
investment advisers nor changed the basis on which the adviser was 
compensated during the most recent fiscal year. If the fee is paid in 
some manner other than on the basis of average net assets, briefly 
describe the basis of payment. If the registrant has not been in 
operation for a full fiscal year, state generally what the investment 
adviser's fee will be as a percentage of average net assets, including 
any breakpoints, but it is not necessary to include precise details as 
to how the fee is computed or paid.)

                       Item 5. Portfolio Companies

    Furnish the following information, in the tabular form indicated, 
with respect to the portfolio companies of the issuer, as of a specified 
date within 90 days prior to the date of filing the notification with 
the Commission pursuant to an offering of securities under Regulation E.

------------------------------------------------------------------------
                                          Title of      Number of shares
 Name and address    Nature of its       securities       or amount of
   of portfolio        principal           owned,            loan to
    companies           business        controlled or       portfolio
                                       held by issuer       companies
------------------------------------------------------------------------
 
------------------------------------------------------------------------


------------------------------------------------------------------------
 Percentage of class of
   securities owned,                                Percentage of total
 controlled or held by            Value             value of portfolio
         issuer                                          companies
------------------------------------------------------------------------
 
------------------------------------------------------------------------

                              Instructions

    1. Provide the city and state for address of portfolio companies.
    2. State the value as of date of balance sheet required under Item 
7.

               Item 6. Capital Stock and Other Securities

    (a) Describe concisely the nature and most significant attributes of 
the security being offered, including: (i) a brief discussion of voting 
rights; (ii) restrictions, if any, on the right freely to retain or 
dispose of such security; (iii) conversion rights, if applicable; and 
(iv) and any material obligations or potential liability associated with 
ownership of such security (not including risks).
    (b) If the rights of holders of such security may be modified 
otherwise than by a vote of majority or more of the shares outstanding, 
voting as a class, so state and explain briefly.
    (c) If issuer has any other classes of securities outstanding (other 
than bank borrowings or borrowings that are not senior securities under 
Section 18(g) of the Investment Company Act of 1940 identify them and 
state whether they have any preference over the security being offered.
    (d) Describe briefly the issuer's policy with respect to dividends 
and distributions, including any options shareholders may have as to the 
receipt of such dividends and distributions.
    (e) Describe briefly the tax consequences to investors of an 
investment in the securities being offered. Such description should not 
include detailed discussions of applicable law. If the issuer intends to 
qualify for treatment under Subchapter M, it is sufficient, in the 
absence of special circumstances, to state briefly that in that case: 
(1) the issuer will distribute all of its net income and gains to 
shareholders and that such distributions are taxable income or capital 
gains; (ii) shareholders may be proportionately liable for taxes on 
income and gains of the issuer but that shareholders not subject to tax 
on their income will not be required to pay tax on amounts distributed 
to them; and that (iii) the issuer will inform shareholders of the 
amount and nature of such income or gains.
    (f) Where there is a material disparity between the public offering 
price and the effective cash cost to officers, directors, promoters and 
affiliated persons for shares acquired by them in a transaction during 
the past three years, or which they have a right to acquire, there 
should be included a comparison of the public contribution under the

[[Page 779]]

proposed public offering and the effective cash contribution of such 
persons. In such cases, and in other instances where the extent of the 
dilution makes it appropriate, the following shall be given: (1) the net 
tangible book value per share before and after the distribution; (2) the 
amount of the increase in such net tangible book value per share 
attributable to the cash payment made by purchasers of the shares being 
offered; and (3) the amount of the immediate dilution from the public 
offering price which will be absorbed by such purchasers.

                      Item 7. Financial Statements

    Furnish appropriate financial statements of the issuer as required 
below. Such statements shall be prepared in accordance with generally 
accepted accounting principles and practices. The statements required 
for the issuer's latest fiscal year shall be certified by an independent 
public accountant or certified public accountant in accordance with 
Regulation S-X if the issuer has filed or is required to file with the 
Commission certified financial statements for such fiscal year; the 
statements filed for the period or periods preceding such latest year 
need not be certified.
    (a) A blance sheet as of a date within 90 days prior to the date of 
filing the notification with the Commission.
    (b) A profit and loss or income statement for each of the last two 
fiscal years and for any subsequent period up to the date of the balance 
sheet furnished pursuant to (a) above.

   Schedule B: Contents of Offering Circular for Business Development 
                                Companies

                          General Instructions.

    Same as General Instructions to Schedule A.

    Item 1. Same as Item 1 of Schedule A.

                  Item 2. General Description of Issuer

    (a) Concisely discuss the organization and operation or proposed 
operation of the issuer. Include the following:
    (i) Basic identifying information, including:
    (A) The date and form of organization of the issuer and the name of 
the state under the laws of which it is organized; and
    (B) A brief description of the nature of a business development 
company.

    Note: A business development company having a wholly-owned small 
business investment company subsidiary should disclose how the 
subsidiary is regulated, e.g., as an investment company registered under 
the Investment Company Act of 1940, and what percentage of the parent 
company's assets are, or are expected to be, invested in the subsidiary. 
The business development company should also describe the small business 
investment company's operations, including any material difference in 
investment policies between the business development company and its 
small business investment company subsidiary.

    (ii) A concise description of the investment objectives and policies 
of the issuer, including:
    (A) If those objectives may be changed without a vote of the holders 
of the majority of the voting securities, a brief statement to that 
effect; and
    (B) A brief discussion of how the issuer proposes to achieve such 
objectives, including:
    (1) The types of securities (for example, bonds, convertible 
debentures, preferred stocks, common stock) in which it may invest, 
indicating the proportion of the assets which may be invested in each 
such type of security;
    (2) The issuer proposes to have a policy of concentrating in a 
particular industry or group of industries, identification of such 
industry or industries. (Concentration, for purposes of this item, is 
deemed to be 25% or more of the value of the issuer's total assets 
invested or proposed to be invested in a particular industry or group of 
industries).
    (3) In companies for the purpose of exercising control or 
management;
    (4) The policy with respect to any assets that are not required to 
be invested in eligible portfolio companies or other companies 
qualifying under section 55 of the Investment Company Act of 1940;
    (5) The policy with respect to rendering significant managerial 
assistance to eligible portfolio companies or other companies qualifying 
under section 55 of the Investment Company Act of 1940;
    (6) The policy with respect to investing as part of a group.
    (C) Identification of any other policies of the issuer that may not 
be changed without the vote of the majority of the outstanding voting 
securities, including the policy not to withdraw its election as a 
business development company without approval by the majority of the 
outstanding voting securities.
    (D) A concise description of those significant investment policies 
or techniques (such as investing for control or management) that are not 
described pursuant to subparagraphs (B) or (C) above that the issuer 
employs or has the current intention of employing in the forseeable 
future.
    (b) Discuss briefly the principal risk factors associated with 
investment in the issuer, including factors peculiar to the issuer as 
well as those generally attendant to investment in a business 
development company with investment policies and objectives similar to 
the issuer.

[[Page 780]]

    Item 3. Same as Item 3 of Schedule A.
    Item 4. Same as Item 4 of Schedule A.
    Item 5. Same as Item 5 of Schedule A.
    Item 6. Same as Item 6 of Schedule A.
    Item 7. Same as Item 7 of Schedule A.

(Secs. 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and 
(c)); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[49 FR 35345, Sept. 7, 1984]



Secs. 230.651-230.656  [Reserved]



Sec. 230.701  Exemption for offers and sales of securities pursuant
to certain compensatory benefit plans and contracts relating to 
compensation.

    Preliminary Notes: 1. This section relates to transactions exempted 
from the registration requirements of section 5 of the Act (15 U.S.C. 
77e). These transactions are not exempt from the antifraud, civil 
liability, or other provisions of the federal securities laws. Issuers 
and persons acting on their behalf have an obligation to provide 
investors with disclosure adequate to satisfy the antifraud provisions 
of the federal securities laws.
    2. In addition to complying with this section, the issuer also must 
comply with any applicable state law relating to the offer and sale of 
securities.
    3. An issuer that attempts to comply with this section, but fails to 
do so, may claim any other exemption that is available.
    4. This section is available only to the issuer of the securities. 
Affiliates of the issuer may not use this section to offer or sell 
securities. This section also does not cover resales of securities by 
any person. This section provides an exemption only for the transactions 
in which the securities are offered or sold by the issuer, not for the 
securities themselves.
    5. The purpose of this section is to provide an exemption from the 
registration requirements of the Act for securities issued in 
compensatory circumstances. This section is not available for plans or 
schemes to circumvent this purpose, such as to raise capital. This 
section also is not available to exempt any transaction that is in 
technical compliance with this section but is part of a plan or scheme 
to evade the registration provisions of the Act. In any of these cases, 
registration under the Act is required unless another exemption is 
available.

    (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).
    (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 15(d) of the Securities Exchange Act of 
1934 (the ``Exchange Act'') (15 U.S.C. 78m or 78o(d)) and is not an 
investment company registered or required to be registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).
    (2) Issuers that become subject to reporting. If an issuer becomes 
subject to the reporting requirements of section 13 or 15(d) of the 
Exchange Act (15 U.S.C. 78m or 78o(d)) after it has made offers 
complying with this section, the issuer may nevertheless rely on this 
section to sell the securities previously offered to the persons to whom 
those offers were made.
    (3) Guarantees by reporting companies. An issuer subject to the 
reporting requirements of section 13 or 15(d) of the Exchange Act (15 
U.S.C. 78m, 78o(d)) may rely on this section if it is merely 
guaranteeing the payment of a subsidiary's securities that are sold 
under this section.
    (c) Transactions exempted by this section. This section exempts 
offers and sales of securities (including plan interests and guarantees 
pursuant to paragraph (d)(2)(ii) of this section) under a written 
compensatory benefit plan (or written compensation contract) established 
by the issuer, its parents, its majority-owned subsidiaries or majority-
owned subsidiaries of the issuer's parent, for the participation of 
their employees, directors, general partners, trustees (where the issuer 
is a business trust), officers, or consultants and advisors, and their 
family members who acquire such securities from such persons through 
gifts or domestic relations orders. This section exempts offers and 
sales to former employees, directors, general partners, trustees, 
officers, consultants and advisors only if such persons were employed by 
or providing services to the issuer at the time the securities were 
offered. In addition, the term ``employee'' includes insurance agents 
who are exclusive agents of the issuer, its subsidiaries or parents, or 
derive more than 50% of their annual income from those entities.
    (1) Special requirements for consultants and advisors. This section 
is available to consultants and advisors only if:
    (i) They are natural persons;

[[Page 781]]

    (ii) They provide bona fide services to the issuer, its parents, its 
majority-owned subsidiaries or majority-owned subsidiaries of the 
issuer's parent; and
    (iii) 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 maintain a market for the issuer's securities.
    (2) Definition of ``compensatory benefit plan.'' For purposes of 
this section, a compensatory benefit plan is any purchase, savings, 
option, bonus, stock appreciation, profit sharing, thrift, incentive, 
deferred compensation, pension or similar plan.
    (3) Definition of ``family member.'' For purposes of this section, 
family member includes any child, stepchild, grandchild, parent, 
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, 
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-
law, or sister-in-law, including adoptive relationships, any person 
sharing the employee's household (other than a tenant or employee), a 
trust in which these persons have more than fifty percent of the 
beneficial interest, a foundation in which these persons (or the 
employee) control the management of assets, and any other entity in 
which these persons (or the employee) own more than fifty percent of the 
voting interests.
    (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 securities underlying options must be counted as 
sales on the date of the option grant.
    (2) Sales. The aggregate sales price or amount of securities sold in 
reliance on this section during any consecutive 12-month period must not 
exceed the greatest of the following:
    (i) $1,000,000;
    (ii) 15% of the total assets of the issuer (or of the issuer's 
parent if the issuer is a wholly-owned subsidiary and the securities 
represent obligations that the parent fully and unconditionally 
guarantees), measured at the issuer's most recent balance sheet date (if 
no older than its last fiscal year end); or
    (iii) 15% of the outstanding amount of the class of securities being 
offered and sold in reliance on this section, measured at the issuer's 
most recent balance sheet date (if no older than its last fiscal year 
end).
    (3) Rules for calculating prices and amounts--(i) Aggregate sales 
price. The term aggregate sales price means the sum of all cash, 
property, notes, cancellation of debt or other consideration received or 
to be received by the issuer for the sale of the securities. Non-cash 
consideration must be valued by reference to bona fide sales of that 
consideration made within a reasonable time or, in the absence of such 
sales, on the fair value as determined by an accepted standard. The 
value of services exchanged for securities issued must be measured by 
reference to the value of the securities issued. Options must be valued 
based on the exercise price of the option.
    (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 regard to when the option becomes exercisable). With 
respect to other securities, the calculation is made on the date of 
sale. With respect to deferred compensation or similar plans, the 
calculation is made when the irrevocable election to defer is made.
    (iii) Derivative securities. In calculating outstanding securities 
for purposes of paragraph (d)(2)(iii) of this section, treat the 
securities underlying all currently exercisable or convertible options, 
warrants, rights or other securities, other than those issued under this 
exemption, as outstanding. In calculating the amount of securities sold 
for other purposes of paragraph (d)(2) of this section, count the amount 
of securities that would be acquired upon exercise or conversion in 
connection with sales of options, warrants, rights or other exercisable 
or convertible securities, including those to be issued under this 
exemption.
    (iv) Other exemptions. Amounts of securities sold in reliance on 
this section do not affect ``aggregate offering prices'' in other 
exemptions, and amounts of securities sold in reliance on other 
exemptions do not affect the

[[Page 782]]

amount that may be sold in reliance on this section.
    (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, if the aggregate sales price or amount of 
securities sold during any consecutive 12-month period exceeds $5 
million, the issuer must deliver the following disclosure to investors a 
reasonable period of time before the date of sale:
    (1) If the plan is subject to the Employee Retirement Income 
Security Act of 1974 (``ERISA'') (29 U.S.C. 1104-1107), a copy of the 
summary plan description required by ERISA;
    (2) If the plan is not subject to ERISA, a summary of the material 
terms of the plan;
    (3) Information about the risks associated with investment in the 
securities sold pursuant to the compensatory benefit plan or 
compensation contract; and
    (4) Financial statements required to be furnished by Part F/S of 
Form 1-A (Regulation A Offering Statement) (Sec. 239.90 of this chapter) 
under Regulation A (Secs. 230.251 through 230.263). Foreign private 
issuers as defined in Rule 405 must provide a reconciliation to 
generally accepted accounting principles in the United States (U.S. 
GAAP) if their financial statements are not prepared in accordance with 
U.S. GAAP or International Financial Reporting Standards as issued by 
the International Accounting Standards Board (Item 17 of Form 20-F 
(Sec. 249.220f of this chapter)). The financial statements required by 
this section must be as of a date no more than 180 days before the sale 
of securities in reliance on this exemption.
    (5) If the issuer is relying on paragraph (d)(2)(ii) of this section 
to use its parent's total assets to determine the amount of securities 
that may be sold, the parent's financial statements must be delivered. 
If the parent is subject to the reporting requirements of section 13 or 
15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), the financial 
statements of the parent required by Rule 10-01 of Regulation S-X 
(Sec. 210.10-01 of this chapter) and Item 310 of Regulation D-B 
(Sec. 228.310 of this chapter), as applicable, must be delivered.
    (6) If the sale involves a stock option or other derivative 
security, the issuer must deliver disclosure a reasonable period of time 
before the date of exercise or conversion. For deferred compensation or 
similar plans, the issuer must deliver disclosure to investors a 
reasonable period of time before the date the irrevocable election to 
defer is made.
    (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 to integration with any other offers or 
sales, whether registered under the Act or otherwise exempt from the 
registration requirements of the Act.
    (g) Resale limitations. (1) Securities issued under this section are 
deemed to be ``restricted securities'' as defined in Sec. 230.144.
    (2) Resales of securities issued pursuant to this section must be in 
compliance with the registration requirements of the Act or an exemption 
from those requirements.
    (3) Ninety days after the issuer becomes subject to the reporting 
requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m 
or 78o(d)), securities issued under this section may be resold by 
persons who are not affiliates (as defined in Sec. 230.144) in reliance 
on Sec. 230.144, without compliance with paragraphs (c) and (d) of 
Sec. 230.144, and by affiliates without compliance with paragraph (d) of 
Sec. 230.144.

[64 FR 11101, Mar. 8, 1999, as amended at 64 FR 61498, Nov. 12, 1999; 72 
FR 71571, Dec. 17, 2007; 73 FR 1009, Jan. 4, 2008]



Secs. 230.702(T)-230.703(T)  [Reserved]

   Exemptions for Cross-Border Rights Offerings, Exchange Offers and 
                          Business Combinations

    Source: Sections 230.800 through 230.802 appear at 64 FR 61400, Nov. 
10, 1999, unless otherwise noted.

           General Notes to Secs. 230.800, 230.801 and 230.802

    1. Sections 230.801 and 230.802 relate only to the applicability of 
the registration provisions of the Act (15 U.S.C. 77e) and not to the 
applicability of the anti-fraud, civil liability

[[Page 783]]

or other provisions of the federal securities laws.
    2. The exemptions provided by Sec. 230.801 and Sec. 230.802 are not 
available for any securities transaction or series of transactions that 
technically complies with Sec. 230.801 and Sec. 230.802 but are part of 
a plan or scheme to evade the registration provisions of the Act.
    3. An issuer who relies on Sec. 230.801 or an offeror who relies on 
Sec. 230.802 must still comply with the securities registration or 
broker-dealer registration requirements of the Securities Exchange Act 
of 1934 (15 U.S.C. 78a et seq.) and any other applicable provisions of 
the federal securities laws.
    4. An issuer who relies on Sec. 230.801 or an offeror who relies on 
Sec. 230.802 must still comply with any applicable state laws relating 
to the offer and sale of securities.
    5. Attempted compliance with Sec. 230.801 or Sec. 230.802 does not 
act as an exclusive election; an issuer making an offer or sale of 
securities in reliance on Sec. 230.801 or Sec. 230.802 may also rely on 
any other applicable exemption from the registration requirements of the 
Act.
    6. Section 230.801 and Sec. 230.802 provide exemptions only for the 
issuer of the securities and not for any affiliate of that issuer or for 
any other person for resales of the issuer's securities. These sections 
provide exemptions only for the transaction in which the issuer or other 
person offers or sells the securities, not for the securities 
themselves. Securities acquired in a Sec. 230.801 or Sec. 230.802 
transaction may be resold in the United States only if they are 
registered under the Act or an exemption from registration is available.
    7. Unregistered offers and sales made outside the United States will 
not affect contemporaneous offers and sales made in compliance with 
Sec. 230.801 or Sec. 230.802. A transaction that complies with 
Sec. 230.801 or Sec. 230.802 will not be integrated with offerings 
exempt under other provisions of the Act, even if both transactions 
occur at the same time.
    8. Securities acquired in a rights offering under Sec. 230.801 are 
``restricted securities'' within the meaning of Sec. 230.144(a)(3) to 
the same extent and proportion that the securities held by the security 
holder as of the record date for the rights offering were restricted 
securities. Likewise, securities acquired in an exchange offer or 
business combination subject to Sec. 230.802 are ``restricted 
securities'' within the meaning of Sec. 230.144(a)(3) to the same extent 
and proportion that the securities tendered or exchanged by the security 
holder in that transaction were restricted securities.
    9. Section 230.801 does not apply to a rights offering by an 
investment company registered or required to be registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a 
registered closed-end investment company. Section 230.802 does not apply 
to exchange offers or business combinations by an investment company 
registered or required to be registered under the Investment Company Act 
of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end 
investment company.



Sec. 230.800  Definitions for Secs. 230.800, 230.801 and 230.802.

    The following definitions apply in Secs. 230.800, 230.801 and 
230.802.
    (a) Business combination. Business combination means a statutory 
amalgamation, merger, arrangement or other reorganization requiring the 
vote of security holders of one or more of the participating companies. 
It also includes a statutory short form merger that does not require a 
vote of security holders.
    (b) Equity security. Equity security means the same as in 
Sec. 240.3a11-1 of this chapter, but for purposes of this section only 
does not include:
    (1) Any debt security that is convertible into an equity security, 
with or without consideration;
    (2) Any debt security that includes a warrant or right to subscribe 
to or purchase an equity security;
    (3) Any such warrant or right; or
    (4) Any put, call, straddle, or other option or privilege that gives 
the holder the option of buying or selling a security but does not 
require the holder to do so.
    (c) Exchange offer. Exchange offer means a tender offer in which 
securities are issued as consideration.
    (d) Foreign private issuer. Foreign private issuer means the same as 
in Sec. 230.405 of Regulation C.
    (e) Foreign subject company. Foreign subject company means any 
foreign private issuer whose securities are the subject of the exchange 
offer or business combination.
    (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 issuer's) incorporation, organization or chartering 
and the principal foreign market where the foreign subject company's (or 
in the case of a rights offering, the issuer's) securities are listed or 
quoted.
    (g) Rights offering. Rights offering means offers and sales for cash 
of equity securities where:

[[Page 784]]

    (1) The issuer grants the existing security holders of a particular 
class of equity securities (including holders of depositary receipts 
evidencing those securities) the right to purchase or subscribe for 
additional securities of that class; and
    (2) The number of additional shares an existing security holder may 
purchase initially is in proportion to the number of securities he or 
she holds of record on the record date for the rights offering. If an 
existing security holder holds depositary receipts, the proportion must 
be calculated as if the underlying securities were held directly.
    (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:
    (1) Calculate the percentage of outstanding securities held by U.S. 
holders as of a date no more than 60 days before or 30 days after the 
public announcement of a business combination conducted under 
Sec. 230.802 under the Act or of the record date in a rights offering 
conducted under Sec. 230.801 under the Act. For a business combination 
conducted under Sec. 230.802, if you are unable to calculate as of a 
date within these time frames, the calculation may be made as of the 
most recent practicable date before public announcement, but in no event 
earlier than 120 days before public announcement.
    (2) Include securities underlying American Depositary Shares 
convertible or exchangeable into the securities that are the subject of 
the tender offer when calculating the number of subject securities 
outstanding, as well as the number held by U.S. holders. Exclude from 
the calculation other types of securities that are convertible or 
exchangeable into the securities that are the subject of the tender 
offer, such as warrants, options and convertible securities. Exclude 
from those calculations securities held by the acquiror in an exchange 
offer or business combination;
    (3) Use the method of calculating record ownership in Rule 12g3-2(a) 
under the Exchange Act (Sec. 240.12g3-2(a) of this chapter), except that 
your inquiry as to the amount of securities represented by accounts of 
customers resident in the United States may be limited to brokers, 
dealers, banks and other nominees located in the United States, the 
subject company's jurisdiction of incorporation or that of each 
participant in a business combination, and the jurisdiction that is the 
primary trading market for the subject securities, if different from the 
subject company's jurisdiction of incorporation;
    (4) If, after reasonable inquiry, you are unable to obtain 
information about the amount of securities represented by accounts of 
customers resident in the United States, you may assume, for purposes of 
this provision, that the customers are residents of the jurisdiction in 
which the nominee has its principal place of business.
    (5) Count securities as owned by U.S. holders when publicly filed 
reports of beneficial ownership or information that is otherwise 
provided to you indicates that the securities are held by U.S. 
residents.
    (6) For exchange offers conducted pursuant to Sec. 230.802 under the 
Act by persons other than the issuer of the subject securities or its 
affiliates that are not made pursuant to an agreement with the issuer of 
the subject securities, the issuer of the subject securities will be 
presumed to be a foreign private issuer and U.S. holders will be 
presumed to hold 10 percent or less of the outstanding subject 
securities, unless paragraphs (h)(7)(i), (ii) or (iii) of this section 
indicate otherwise.
    (7) For rights offerings and business combinations, including 
exchange offers conducted pursuant to Sec. 230.802 under the Act, where 
the offeror is unable to conduct the analysis of U.S. ownership set 
forth in paragraph (h)(3) of this section, the issuer of the subject 
securities will be presumed to be a foreign private issuer and U.S. 
holders will be presumed to hold 10 percent or less of the outstanding 
subject securities so long as there is a primary trading market for the 
subject securities outside the United States, as defined in 
Sec. 240.12h-6(f)(5) of this chapter, unless:
    (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 the public announcement

[[Page 785]]

of the business combination or of the record date for a rights offering 
exceeds 10 percent of the average daily trading volume of that class of 
securities on a worldwide basis for the same period; or
    (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 Commission or any jurisdiction in which the 
subject securities trade before the public announcement of the offer 
indicates that U.S. holders hold more than 10 percent of the outstanding 
subject class of securities; or
    (iii) The acquiror or issuer knows or has reason to know, before the 
public announcement of the offer, that the level of U.S. ownership 
exceeds 10 percent of such securities. As an example, an acquiror or 
issuer is deemed to know information about U.S. ownership of the subject 
class of securities that is publicly available and that appears in any 
filing with the Commission or any regulatory body in the issuer's 
jurisdiction of incorporation or (if different) the non-U.S. 
jurisdiction in which the primary trading market for the subject 
securities is located. The acquiror in a business combination is deemed 
to know information about U.S. ownership available from the issuer. The 
acquiror or issuer is deemed to know information obtained or readily 
available from any other source that is reasonably reliable, including 
from persons it has retained to advise it about the transaction, as well 
as from third-party information providers. These examples are not 
intended to be exclusive.
    (i) United States. United States means the United States of America, 
its territories and possessions, any State of the United States, and the 
District of Columbia.

[64 FR 61400, Nov. 10, 1999, as amended at 73 FR 60087, Oct. 9, 2008]



Sec. 230.801  Exemption in connection with a rights offering.

    A rights offering is exempt from the provisions of Section 5 of the 
Act (15 U.S.C. 77e), so long as the following conditions are satisfied:
    (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) Limitation on U.S. ownership. U.S. holders hold no more than 10 
percent of the outstanding class of securities that is the subject of 
the rights offering (as determined under the definition of ``U.S. 
holder'' in Sec. 230.800(h)).
    (3) Equal treatment. The issuer permits U.S. holders to participate 
in the rights offering on terms at least as favorable as those offered 
the other holders of the securities that are the subject of the offer. 
The issuer need not, however, extend the rights offering to security 
holders in those states or jurisdictions that require registration or 
qualification.
    (4) Informational documents. (i) If the issuer publishes or 
otherwise disseminates an informational document to the holders of the 
securities in connection with the rights offering, the issuer must 
furnish that informational document, including any amendments thereto, 
in English, to the Commission on Form CB (Sec. 239.800 of this chapter) 
by the first business day after publication or dissemination. If the 
issuer is a foreign company, it must also file a Form F-X (Sec. 239.42 
of this chapter) with the Commission at the same time as the submission 
of Form CB to appoint an agent for service in the United States.
    (ii) The issuer must disseminate any informational document to U.S. 
holders, including any amendments thereto, in English, on a comparable 
basis to that provided to security holders in the home jurisdiction.
    (iii) If the issuer disseminates by publication in its home 
jurisdiction, the issuer must publish the information in the United 
States in a manner reasonably calculated to inform U.S. holders of the 
offer.
    (5) Eligibility of securities. The securities offered in the rights 
offering are equity securities of the same class as the securities held 
by the offerees in the United States directly or through American 
Depositary Receipts.
    (6) Limitation on transferability of rights. The terms of the rights 
prohibit transfers of the rights by U.S. holders except in accordance 
with Regulation S (Sec. 230.901 through Sec. 230.905).

[[Page 786]]

    (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 portion of any informational document the issuer 
disseminates to U.S. holders:

    This rights offering is made for the securities of a foreign 
company. The offer is subject to the disclosure requirements of a 
foreign country that are different from those of the United States. 
Financial statements included in the document, if any, have been 
prepared in accordance with foreign accounting standards that may not be 
comparable to the financial statements of United States companies.
    It may be difficult for you to enforce your rights and any claim you 
may have arising under the federal securities laws, since the issuer is 
located in a foreign country, and some or all of its officers and 
directors may be residents of a foreign country. You may not be able to 
sue the foreign company or its officers or directors in a foreign court 
for violations of the U.S. securities laws. It may be difficult to 
compel a foreign company and its affiliates to subject themselves to a 
U.S. court's judgment.



Sec. 230.802  Exemption for offerings in connection with an exchange
offer or business combination for the securities of foreign private 
issuers.

    Offers and sales in any exchange offer for a class of securities of 
a foreign private issuer, or in any exchange of securities for the 
securities of a foreign private issuer in any business combination, are 
exempt from the provisions of section 5 of the Act (15 U.S.C. 77e), if 
they satisfy the following conditions:
    (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 of a prior exchange offer or business 
combination made in reliance on this paragraph, U.S. holders of the 
foreign subject company must hold no more than 10 percent of the 
securities that are the subject of the exchange offer or business 
combination (as determined under the definition of ``U.S. holder'' in 
Sec. 230.800(h)). In the case of a business combination in which the 
securities are to be issued by a successor registrant, U.S. holders may 
hold no more than 10 percent of the class of securities of the successor 
registrant, as if measured immediately after completion of the business 
combination.
    (2) Equal treatment. The offeror must permit U.S. holders to 
participate in the exchange offer or business combination on terms at 
least as favorable as those offered any other holder of the subject 
securities. The offeror, however, need not extend the offer to security 
holders in those states or jurisdictions that require registration or 
qualification, except that the offeror must offer the same cash 
alternative to security holders in any such state that it has offered to 
security holders in any other state or jurisdiction.
    (3) Informational documents. (i) If the offeror publishes or 
otherwise disseminates an informational document to the holders of the 
subject securities in connection with the exchange offer or business 
combination, the offeror must furnish that informational document, 
including any amendments thereto, in English, to the Commission on Form 
CB (Sec. 239.800 of this chapter) by the first business day after 
publication or dissemination. If the offeror is a foreign company, it 
must also file a Form F-X (Sec. 239.42 of this chapter) with the 
Commission at the same time as the submission of the Form CB to appoint 
an agent for service of process in the United States.
    (ii) The offeror must disseminate any informational document to U.S. 
holders, including any amendments thereto, in English, on a comparable 
basis to that provided to security holders in the foreign subject 
company's home jurisdiction.
    (iii) If the offeror disseminates by publication in its home 
jurisdiction, the offeror must publish the information in the United 
States in a manner reasonably calculated to inform U.S. holders of the 
offer.
    (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 prominent portion of any informational document the 
offeror publishes or disseminates to U.S. holders:

    This exchange offer or business combination is made for the 
securities of a foreign company. The offer is subject to disclosure 
requirements of a foreign country that are

[[Page 787]]

different from those of the United States. Financial statements included 
in the document, if any, have been prepared in accordance with foreign 
accounting standards that may not be comparable to the financial 
statements of United States companies.
    It may be difficult for you to enforce your rights and any claim you 
may have arising under the federal securities laws, since the issuer is 
located in a foreign country, and some or all of its officers and 
directors may be residents of a foreign country. You may not be able to 
sue a foreign company or its officers or directors in a foreign court 
for violations of the U.S. securities laws. It may be difficult to 
compel a foreign company and its affiliates to subject themselves to a 
U.S. court's judgment.
    You should be aware that the issuer may purchase securities 
otherwise than under the exchange offer, such as in open market or 
privately negotiated purchases.

[64 FR 61400, Nov. 10, 1999, as amended at 73 FR 60088, Oct. 9, 2008]

 Regulation S--Rules Governing Offers and Sales Made Outside the United 
      States Without Registration Under the Securities Act of 1933

    Source: Sections 230.901 through 230.904 appear at 55 FR 18322, May 
2, 1990, unless otherwise noted.
    Preliminary Notes: 1. The following rules relate solely to the 
application of Section 5 of the Securities Act of 1933 (the Act) [15 
U.S.C. 77e] and not to antifraud or other provisions of the federal 
securities laws.
    2. In view of the objective of these rules and the policies 
underlying the Act, Regulation S is not available with respect to any 
transaction or series of transactions that, although in technical 
compliance with these rules, is part of a plan or scheme to evade the 
registration provisions of the Act. In such cases, registration under 
the Act is required.
    3. Nothing in these rules obviates the need for any issuer or any 
other person to comply with the securities registration or broker-dealer 
registration requirements of the Securities Exchange Act (the Exchange 
Act), whenever such requirements are applicable.
    4. Nothing in these rules obviates the need to comply with any 
applicable state law relating to the offer and sale of securities.
    5. Attempted compliance with any rule in Regulation S does not act 
as an exclusive election; a person making an offer or sale of securities 
may also claim the availability of any applicable exemption from the 
registration requirements of the Act. The availability of the Regulation 
S safe harbor to offers and sales that occur outside of the United 
States will not be affected by the subsequent offer and sale of these 
securities into the United States or to U.S. persons during the 
distribution compliance period, as long as the subsequent offer and sale 
are made pursuant to registration or an exemption therefrom under the 
Act.
    6. Regulation S is available only for offers and sales of securities 
outside the United States. Securities acquired overseas, whether or not 
pursuant to Regulation S, may be resold in the United States only if 
they are registered under the Act or an exemption from registration is 
available.
    7. Nothing in these rules precludes access by journalists for 
publications with a general circulation in the United States to offshore 
press conferences, press releases and meetings with company press 
spokespersons in which an offshore offering or tender offer is 
discussed, provided that the information is made available to the 
foreign and United States press generally and is not intended to induce 
purchases of securities by persons in the United States or tenders of 
securities by United States holders in the case of exchange offers. 
Where applicable, issuers and bidders may also look to Sec. 230.135e and 
Sec. 240.14d-1(c) of this chapter.
    8. The provisions of this Regulation S shall not apply to offers and 
sales of securities issued by open-end investment companies or unit 
investment trusts registered or required to be registered or closed-end 
investment companies required to be registered, but not registered, 
under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.] (the 
1940 Act).

[55 FR 18322, May 2, 1990, as amended at 62 FR 53954, Oct. 17, 1997; 63 
FR 9642, Feb. 25, 1998]



Sec. 230.901  General statement.

    For the purposes only of section 5 of the Act (15 U.S.C. Sec. 77e), 
the terms offer, offer to sell, sell, sale, and offer to buy shall be 
deemed to include offers and sales that occur within the United States 
and shall be deemed not to include offers and sales that occur outside 
the United States.



Sec. 230.902  Definitions.

    As used in Regulation S, the following terms shall have the meanings 
indicated.
    (a) Debt securities. ``Debt securities'' of an issuer is defined to 
mean any security other than an equity security as defined in 
Sec. 230.405, as well as the following:
    (1) Non-participatory preferred stock, which is defined as non-
convertible capital stock, the holders of which are

[[Page 788]]

entitled to a preference in payment of dividends and in distribution of 
assets on liquidation, dissolution, or winding up of the issuer, but are 
not entitled to participate in residual earnings or assets of the 
issuer; and
    (2) Asset-backed securities, which are securities of a type that 
either:
    (i) Represent an ownership interest in a pool of discrete assets, or 
certificates of interest or participation in such assets (including any 
rights designed to assure servicing, or the receipt or timeliness of 
receipt by holders of such assets, or certificates of interest or 
participation in such assets, of amounts payable thereunder), provided 
that the assets are not generated or originated between the issuer of 
the security and its affiliates; or
    (ii) Are secured by one or more assets or certificates of interest 
or participation in such assets, and the securities, by their terms, 
provide for payments of principal and interest (if any) in relation to 
payments or reasonable projections of payments on assets meeting the 
requirements of paragraph (a)(2)(i) of this section, or certificates of 
interest or participations in assets meeting such requirements.
    (iii) For purposes of paragraph (a)(2) of this section, the term 
``assets'' means securities, installment sales, accounts receivable, 
notes, leases or other contracts, or other assets that by their terms 
convert into cash over a finite period of time.
    (b) Designated offshore securities market. ``Designated offshore 
securities market'' means:
    (1) The Eurobond market, as regulated by the International 
Securities Market Association; the Alberta Stock Exchange; the Amsterdam 
Stock Exchange; the Australian Stock Exchange Limited; the Bermuda Stock 
Exchange; the Bourse de Bruxelles; the Copenhagen Stock Exchange; the 
European Association of Securities Dealers Automated Quotation; the 
Frankfurt Stock Exchange; the Helsinki Stock Exchange; The Stock 
Exchange of Hong Kong Limited; the Irish Stock Exchange; the Istanbul 
Stock Exchange; the Johannesburg Stock Exchange; the London Stock 
Exchange; the Bourse de Luxembourg; the Mexico Stock Exchange; the Borsa 
Valori di Milan; the Montreal Stock Exchange; the Oslo Stock Exchange; 
the Bourse de Paris; the Stock Exchange of Singapore Ltd.; the Stockholm 
Stock Exchange; the Tokyo Stock Exchange; the Toronto Stock Exchange; 
the Vancouver Stock Exchange; the Warsaw Stock Exchange and the Zurich 
Stock Exchange; and
    (2) Any foreign securities exchange or non-exchange market 
designated by the Commission. Attributes to be considered in determining 
whether to designate an offshore securities market, among others, 
include:
    (i) Organization under foreign law;
    (ii) Association with a generally recognized community of brokers, 
dealers, banks, or other professional intermediaries with an established 
operating history;
    (iii) Oversight by a governmental or self-regulatory body;
    (iv) Oversight standards set by an existing body of law;
    (v) Reporting of securities transactions on a regular basis to a 
governmental or self-regulatory body;
    (vi) A system for exchange of price quotations through common 
communications media; and
    (vii) An organized clearance and settlement system.
    (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 effect of, conditioning the market in the United 
States for any of the securities being offered in reliance on this 
Regulation S (Sec. 230.901 through Sec. 230.905, and Preliminary Notes). 
Such activity includes placing an advertisement in a publication ``with 
a general circulation in the United States'' that refers to the offering 
of securities being made in reliance upon this Regulation S.
    (2) Publication ``with a general circulation in the United States'':
    (i) Is defined as any publication that is printed primarily for 
distribution in the United States, or has had, during the preceding 
twelve months, an average circulation in the United States of 15,000 or 
more copies per issue; and
    (ii) Will encompass only the U.S. edition of any publication 
printing a separate U.S. edition if the publication, without considering 
its U.S. edition,

[[Page 789]]

would not constitute a publication with a general circulation in the 
United States.
    (3) The following are not ``directed selling efforts'':
    (i) Placing an advertisement required to be published under U.S. or 
foreign law, or under rules or regulations of a U.S. or foreign 
regulatory or self-regulatory authority, provided the advertisement 
contains no more information than legally required and includes a 
statement to the effect that the securities have not been registered 
under the Act and may not be offered or sold in the United States (or to 
a U.S. person, if the advertisement relates to an offering under 
Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Sec. 230.903) absent 
registration or an applicable exemption from the registration 
requirements;
    (ii) Contact with persons excluded from the definition of ``U.S. 
person'' pursuant to paragraph (k)(2)(vi) of this section or persons 
holding accounts excluded from the definition of ``U.S. person'' 
pursuant to paragraph (k)(2)(i) of this section, solely in their 
capacities as holders of such accounts;
    (iii) A tombstone advertisement in any publication with a general 
circulation in the United States, provided:
    (A) The publication has less than 20% of its circulation, calculated 
by aggregating the circulation of its U.S. and comparable non-U.S. 
editions, in the United States;
    (B) Such advertisement contains a legend to the effect that the 
securities have not been registered under the Act and may not be offered 
or sold in the United States (or to a U.S. person, if the advertisement 
relates to an offering under Category 2 or 3 (paragraph (b)(2) or 
(b)(3)) in Sec. 230.903) absent registration or an applicable exemption 
from the registration requirements; and
    (C) Such advertisement contains no more information than:
    (1) The issuer's name;
    (2) The amount and title of the securities being sold;
    (3) A brief indication of the issuer's general type of business;
    (4) The price of the securities;
    (5) The yield of the securities, if debt securities with a fixed 
(non-contingent) interest provision;
    (6) The name and address of the person placing the advertisement, 
and whether such person is participating in the distribution;
    (7) The names of the managing underwriters;
    (8) The dates, if any, upon which the sales commenced and concluded;
    (9) Whether the securities are offered or were offered by rights 
issued to security holders and, if so, the class of securities that are 
entitled or were entitled to subscribe, the subscription ratio, the 
record date, the dates (if any) upon which the rights were issued and 
expired, and the subscription price; and
    (10) Any legend required by law or any foreign or U.S. regulatory or 
self-regulatory authority;
    (iv) Bona fide visits to real estate, plants or other facilities 
located in the United States and tours thereof conducted for a 
prospective investor by an issuer, a distributor, any of their 
respective affiliates or a person acting on behalf of any of the 
foregoing;
    (v) Distribution in the United States of a foreign broker-dealer's 
quotations by a third-party system that distributes such quotations 
primarily in foreign countries if:
    (A) Securities transactions cannot be executed between foreign 
broker-dealers and persons in the United States through the system; and
    (B) The issuer, distributors, their respective affiliates, persons 
acting on behalf of any of the foregoing, foreign broker-dealers and 
other participants in the system do not initiate contacts with U.S. 
persons or persons within the United States, beyond those contacts 
exempted under Sec. 240.15a-6 of this chapter;
    (vi) Publication by an issuer of a notice in accordance with 
Sec. 230.135 or Sec. 230.135c;
    (vii) Providing any journalist with access to press conferences held 
outside of the United States, to meetings with the issuer or selling 
security holder representatives conducted outside the United States, or 
to written press-related materials released outside the United States, 
at or in which a present or proposed offering of securities is 
discussed, if the requirements of Sec. 230.135e are satisfied; and

[[Page 790]]

    (viii) Publication or distribution of a research report by a broker 
or dealer in accordance with Rule 138(c) (Sec. 230.138(c)) or Rule 
139(b) (Sec. 230.139(b)).
    (d) Distributor. ``Distributor'' means any underwriter, dealer, or 
other person who participates, pursuant to a contractual arrangement, in 
the distribution of the securities offered or sold in reliance on this 
Regulation S (Sec. 230.901 through Sec. 230.905, and Preliminary Notes).
    (e) Domestic issuer/Foreign issuer. ``Domestic issuer'' means any 
issuer other than a ``foreign government'' or ``foreign private issuer'' 
(both as defined in Sec. 230.405). ``Foreign issuer'' means any issuer 
other than a ``domestic issuer.''
    (f) Distribution compliance period. ``Distribution compliance 
period'' means a period that begins when the securities were first 
offered to persons other than distributors in reliance upon this 
Regulation S (Sec. 230.901 through Sec. 230.905, and Preliminary Notes) 
or the date of closing of the offering, whichever is later, and 
continues until the end of the period of time specified in the relevant 
provision of Sec. 230.903, except that:
    (1) All offers and sales by a distributor of an unsold allotment or 
subscription shall be deemed to be made during the distribution 
compliance period;
    (2) In a continuous offering, the distribution compliance period 
shall commence upon completion of the distribution, as determined and 
certified by the managing underwriter or person performing similar 
functions;
    (3) In a continuous offering of non-convertible debt securities 
offered and sold in identifiable tranches, the distribution compliance 
period for securities in a tranche shall commence upon completion of the 
distribution of such tranche, as determined and certified by the 
managing underwriter or person performing similar functions; and
    (4) That in a continuous offering of securities to be acquired upon 
the exercise of warrants, the distribution compliance period shall 
commence upon completion of the distribution of the warrants, as 
determined and certified by the managing underwriter or person 
performing similar functions, if requirements of Sec. 230.903(b)(5) are 
satisfied.
    (g) Offering restrictions. ``Offering restrictions'' means:
    (1) Each distributor agrees in writing:
    (i) That all offers and sales of the securities prior to the 
expiration of the distribution compliance period specified in Category 2 
or 3 (paragraph (b)(2) or (b)(3)) in Sec. 230.903, as applicable, shall 
be made only in accordance with the provisions of Sec. 230.903 or 
Sec. 230.904; pursuant to registration of the securities under the Act; 
or pursuant to an available exemption from the registration requirements 
of the Act; and
    (ii) For offers and sales of equity securities of domestic issuers, 
not to engage in hedging transactions with regard to such securities 
prior to the expiration of the distribution compliance period specified 
in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Sec. 230.903, as 
applicable, unless in compliance with the Act; and
    (2) All offering materials and documents (other than press releases) 
used in connection with offers and sales of the securities prior to the 
expiration of the distribution compliance period specified in Category 2 
or 3 (paragraph (b)(2) or (b)(3)) in Sec. 230.903, as applicable, shall 
include statements to the effect that the securities have not been 
registered under the Act and may not be offered or sold in the United 
States or to U.S. persons (other than distributors) unless the 
securities are registered under the Act, or an exemption from the 
registration requirements of the Act is available. For offers and sales 
of equity securities of domestic issuers, such offering materials and 
documents also must state that hedging transactions involving those 
securities may not be conducted unless in compliance with the Act. Such 
statements shall appear:
    (i) On the cover or inside cover page of any prospectus or offering 
circular used in connection with the offer or sale of the securities;
    (ii) In the underwriting section of any prospectus or offering 
circular used in connection with the offer or sale of the securities; 
and
    (iii) In any advertisement made or issued by the issuer, any 
distributor,

[[Page 791]]

any of their respective affiliates, or any person acting on behalf of 
any of the foregoing. Such statements may appear in summary form on 
prospectus cover pages and in advertisements.
    (h) Offshore transaction. (1) An offer or sale of securities is made 
in an ``offshore transaction'' if:
    (i) The offer is not made to a person in the United States; and
    (ii) Either:
    (A) At the time the buy order is originated, the buyer is outside 
the United States, or the seller and any person acting on its behalf 
reasonably believe that the buyer is outside the United States; or
    (B) For purposes of:
    (1) Section 230.903, the transaction is executed in, on or through a 
physical trading floor of an established foreign securities exchange 
that is located outside the United States; or
    (2) Section 230.904, the transaction is executed in, on or through 
the facilities of a designated offshore securities market described in 
paragraph (b) of this section, and neither the seller nor any person 
acting on its behalf knows that the transaction has been pre-arranged 
with a buyer in the United States.
    (2) Notwithstanding paragraph (h)(1) of this section, offers and 
sales of securities specifically targeted at identifiable groups of U.S. 
citizens abroad, such as members of the U.S. armed forces serving 
overseas, shall not be deemed to be made in ``offshore transactions.''
    (3) Notwithstanding paragraph (h)(1) of this section, offers and 
sales of securities to persons excluded from the definition of ``U.S. 
person'' pursuant to paragraph (k)(2)(vi) of this section or persons 
holding accounts excluded from the definition of ``U.S. person'' 
pursuant to paragraph (k)(2)(i) of this section, solely in their 
capacities as holders of such accounts, shall be deemed to be made in 
``offshore transactions.''
    (4) Notwithstanding paragraph (h)(1) of this section, publication or 
distribution of a research report in accordance with Rule 138(c) 
(Sec. 230.138(c)) or Rule 139(b) (Sec. 230.139(b)) by a broker or dealer 
at or around the time of an offering in reliance on Regulation S 
(Secs. 230.901 through 230.905) will not cause the transaction to fail 
to be an offshore transaction as defined in this section.
    (i) Reporting issuer. ``Reporting issuer'' means an issuer other 
than an investment company registered or required to register under the 
1940 Act that:
    (1) Has a class of securities registered pursuant to Section 12(b) 
or 12(g) of the Exchange Act (15 U.S.C. 78l(b) or 78l(g)) or is required 
to file reports pursuant to Section 15(d) of the Exchange Act (15 U.S.C. 
78o(d)); and
    (2) Has filed all the material required to be filed pursuant to 
Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) 
for a period of at least twelve months immediately preceding the offer 
or sale of securities made in reliance upon this Regulation S 
(Sec. 230.901 through Sec. 230.905, and Preliminary Notes) (or for such 
shorter period that the issuer was required to file such material).
    (j) Substantial U.S. market interest. (1) ``Substantial U.S. market 
interest'' with respect to a class of an issuer's equity securities 
means:
    (i) The securities exchanges and inter-dealer quotation systems in 
the United States in the aggregate constituted the single largest market 
for such class of securities in the shorter of the issuer's prior fiscal 
year or the period since the issuer's incorporation; or
    (ii) 20 percent or more of all trading in such class of securities 
took place in, on or through the facilities of securities exchanges and 
inter-dealer quotation systems in the United States and less than 55 
percent of such trading took place in, on or through the facilities of 
securities markets of a single foreign country in the shorter of the 
issuer's prior fiscal year or the period since the issuer's 
incorporation.
    (2) ``Substantial U.S. market interest'' with respect to an issuer's 
debt securities means:
    (i) Its debt securities, in the aggregate, are held of record (as 
that term is defined in Sec. 240.12g5-1 of this chapter and used for 
purposes of paragraph (j)(2) of this section) by 300 or more U.S. 
persons;
    (ii) $1 billion or more of: The principal amount outstanding of its 
debt

[[Page 792]]

securities, the greater of liquidation preference or par value of its 
securities described in Sec. 230.902(a)(1), and the principal amount or 
principal balance of its securities described in Sec. 230.902(a)(2), in 
the aggregate, is held of record by U.S. persons; and
    (iii) 20 percent or more of: The principal amount outstanding of its 
debt securities, the greater of liquidation preference or par value of 
its securities described in Sec. 230.902(a)(1), and the principal amount 
or principal balance of its securities described in Sec. 230.902(a)(2), 
in the aggregate, is held of record by U.S. persons.
    (3) Notwithstanding paragraph (j)(2) of this section, substantial 
U.S. market interest with respect to an issuer's debt securities is 
calculated without reference to securities that qualify for the 
exemption provided by Section 3(a)(3) of the Act (15 U.S.C. 77c(a)(3)).
    (k) U.S. person. (1) ``U.S. person'' means:
    (i) Any natural person resident in the United States;
    (ii) Any partnership or corporation organized or incorporated under 
the laws of the United States;
    (iii) Any estate of which any executor or administrator is a U.S. 
person;
    (iv) Any trust of which any trustee is a U.S. person;
    (v) Any agency or branch of a foreign entity located in the United 
States;
    (vi) Any non-discretionary account or similar account (other than an 
estate or trust) held by a dealer or other fiduciary for the benefit or 
account of a U.S. person;
    (vii) Any discretionary account or similar account (other than an 
estate or trust) held by a dealer or other fiduciary organized, 
incorporated, or (if an individual) resident in the United States; and
    (viii) Any partnership or corporation if:
    (A) Organized or incorporated under the laws of any foreign 
jurisdiction; and
    (B) Formed by a U.S. person principally for the purpose of investing 
in securities not registered under the Act, unless it is organized or 
incorporated, and owned, by accredited investors (as defined in 
Sec. 230.501(a)) who are not natural persons, estates or trusts.
    (2) The following are not ``U.S. persons'':
    (i) Any discretionary account or similar account (other than an 
estate or trust) held for the benefit or account of a non-U.S. person by 
a dealer or other professional fiduciary organized, incorporated, or (if 
an individual) resident in the United States;
    (ii) Any estate of which any professional fiduciary acting as 
executor or administrator is a U.S. person if:
    (A) An executor or administrator of the estate who is not a U.S. 
person has sole or shared investment discretion with respect to the 
assets of the estate; and
    (B) The estate is governed by foreign law;
    (iii) Any trust of which any professional fiduciary acting as 
trustee is a U.S. person, if a trustee who is not a U.S. person has sole 
or shared investment discretion with respect to the trust assets, and no 
beneficiary of the trust (and no settlor if the trust is revocable) is a 
U.S. person;
    (iv) An employee benefit plan established and administered in 
accordance with the law of a country other than the United States and 
customary practices and documentation of such country;
    (v) Any agency or branch of a U.S. person located outside the United 
States if:
    (A) The agency or branch operates for valid business reasons; and
    (B) The agency or branch is engaged in the business of insurance or 
banking and is subject to substantive insurance or banking regulation, 
respectively, in the jurisdiction where located; and
    (vi) The International Monetary Fund, the International Bank for 
Reconstruction and Development, the Inter-American Development Bank, the 
Asian Development Bank, the African Development Bank, the United 
Nations, and their agencies, affiliates and pension plans, and any other 
similar international organizations, their agencies, affiliates and 
pension plans.
    (l) United States. ``United States'' means the United States of 
America, its territories and possessions, any

[[Page 793]]

State of the United States, and the District of Columbia.

[63 FR 9642, Feb. 25, 1998, as amended at 70 FR 44819, Aug. 3, 2005]



Sec. 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.

    (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, shall be deemed to occur outside the United States within 
the meaning of Sec. 230.901 if:
    (1) The offer or sale is made in an offshore transaction;
    (2) No directed selling efforts are made in the United States by the 
issuer, a distributor, any of their respective affiliates, or any person 
acting on behalf of any of the foregoing; and
    (3) The conditions of paragraph (b) of this section, as applicable, 
are satisfied.
    (b) Additional conditions--(1) Category 1. No conditions other than 
those set forth in Sec. 230.903(a) apply to securities in this category. 
Securities are eligible for this category if:
    (i) The securities are issued by a foreign issuer that reasonably 
believes at the commencement of the offering that:
    (A) There is no substantial U.S. market interest in the class of 
securities to be offered or sold (if equity securities are offered or 
sold);
    (B) There is no substantial U.S. market interest in its debt 
securities (if debt securities are offered or sold);
    (C) There is no substantial U.S. market interest in the securities 
to be purchased upon exercise (if warrants are offered or sold); and
    (D) There is no substantial U.S. market interest in either the 
convertible securities or the underlying securities (if convertible 
securities are offered or sold);
    (ii) The securities are offered and sold in an overseas directed 
offering, which means:
    (A) An offering of securities of a foreign issuer that is directed 
into a single country other than the United States to the residents 
thereof and that is made in accordance with the local laws and customary 
practices and documentation of such country; or
    (B) An offering of non-convertible debt securities of a domestic 
issuer that is directed into a single country other than the United 
States to the residents thereof and that is made in accordance with the 
local laws and customary practices and documentation of such country, 
provided that the principal and interest of the securities (or par 
value, as applicable) are denominated in a currency other than U.S. 
dollars and such securities are neither convertible into U.S. dollar-
denominated securities nor linked to U.S. dollars (other than through 
related currency or interest rate swap transactions that are commercial 
in nature) in a manner that in effect converts the securities to U.S. 
dollar-denominated securities.
    (iii) The securities are backed by the full faith and credit of a 
foreign government; or
    (iv) The securities are offered and sold to employees of the issuer 
or its affiliates pursuant to an employee benefit plan established and 
administered in accordance with the law of a country other than the 
United States, and customary practices and documentation of such 
country, provided that:
    (A) The securities are issued in compensatory circumstances for bona 
fide services rendered to the issuer or its affiliates in connection 
with their businesses and such services are not rendered in connection 
with the offer or sale of securities in a capital-raising transaction;
    (B) Any interests in the plan are not transferable other than by 
will or the laws of descent or distribution;
    (C) The issuer takes reasonable steps to preclude the offer and sale 
of interests in the plan or securities under the plan to U.S. residents 
other than employees on temporary assignment in the United States; and
    (D) Documentation used in connection with any offer pursuant to the 
plan contains a statement that the securities have not been registered 
under the Act and may not be offered or sold in the United States unless 
registered

[[Page 794]]

or an exemption from registration is available.
    (2) Category 2. The following conditions apply to securities that 
are not eligible for Category 1 (paragraph (b)(1)) of this section and 
that are equity securities of a reporting foreign issuer, or debt 
securities of a reporting issuer or of a non-reporting foreign issuer.
    (i) Offering restrictions are implemented;
    (ii) The offer or sale, if made prior to the expiration of a 40-day 
distribution compliance period, is not made to a U.S. person or for the 
account or benefit of a U.S. person (other than a distributor); and
    (iii) Each distributor selling securities to a distributor, a 
dealer, as defined in section 2(a)(12) of the Act (15 U.S.C. 
77b(a)(12)), or a person receiving a selling concession, fee or other 
remuneration in respect of the securities sold, prior to the expiration 
of a 40-day distribution compliance period, sends a confirmation or 
other notice to the purchaser stating that the purchaser is subject to 
the same restrictions on offers and sales that apply to a distributor.
    (3) Category 3. The following conditions apply to securities that 
are not eligible for Category 1 or 2 (paragraph (b)(1) or (b)(2)) of 
this section:
    (i) Offering restrictions are implemented;
    (ii) In the case of debt securities:
    (A) The offer or sale, if made prior to the expiration of a 40-day 
distribution compliance period, is not made to a U.S. person or for the 
account or benefit of a U.S. person (other than a distributor); and
    (B) The securities are represented upon issuance by a temporary 
global security which is not exchangeable for definitive securities 
until the expiration of the 40-day distribution compliance period and, 
for persons other than distributors, until certification of beneficial 
ownership of the securities by a non-U.S. person or a U.S. person who 
purchased securities in a transaction that did not require registration 
under the Act;
    (iii) In the case of equity securities:
    (A) The offer or sale, if made prior to the expiration of a one-year 
distribution compliance period (or six-month distribution compliance 
period if the issuer is a reporting issuer), is not made to a U.S. 
person or for the account or benefit of a U.S. person (other than a 
distributor); and
    (B) The offer or sale, if made prior to the expiration of a one-year 
distribution compliance period (or six-month distribution compliance 
period if the issuer is a reporting issuer), is made pursuant to the 
following conditions:
    (1) The purchaser of the securities (other than a distributor) 
certifies that it is not a U.S. person and is not acquiring the 
securities for the account or benefit of any U.S. person or is a U.S. 
person who purchased securities in a transaction that did not require 
registration under the Act;
    (2) The purchaser of the securities agrees to resell such securities 
only in accordance with the provisions of this Regulation S 
(Sec. 230.901 through Sec. 230.905, and Preliminary Notes), pursuant to 
registration under the Act, or pursuant to an available exemption from 
registration; and agrees not to engage in hedging transactions with 
regard to such securities unless in compliance with the Act;
    (3) The securities of a domestic issuer contain a legend to the 
effect that transfer is prohibited except in accordance with the 
provisions of this Regulation S (Secs. 230.901 through 230.905, and 
Preliminary Notes), pursuant to registration under the Act, or pursuant 
to an available exemption from registration; and that hedging 
transactions involving those securities may not be conducted unless in 
compliance with the Act;
    (4) The issuer is required, either by contract or a provision in its 
bylaws, articles, charter or comparable document, to refuse to register 
any transfer of the securities not made in accordance with the 
provisions of this Regulation S (Secs. 230.901 through 230.905, and 
Preliminary Notes), pursuant to registration under the Act, or pursuant 
to an available exemption from registration; provided, however, that if 
the securities are in bearer form or foreign law prevents the issuer of 
the securities from refusing to register securities transfers, other 
reasonable procedures

[[Page 795]]

(such as a legend described in paragraph (b)(3)(iii)(B)(3) of this 
section) are implemented to prevent any transfer of the securities not 
made in accordance with the provisions of this Regulation S; and
    (iv) Each distributor selling securities to a distributor, a dealer 
(as defined in section 2(a)(12) of the Act (15 U.S.C. 77b(a)(12)), or a 
person receiving a selling concession, fee or other remuneration, prior 
to the expiration of a 40-day distribution compliance period in the case 
of debt securities, or a one-year distribution compliance period (or 
six-month distribution compliance period if the issuer is a reporting 
issuer) in the case of equity securities, sends a confirmation or other 
notice to the purchaser stating that the purchaser is subject to the 
same restrictions on offers and sales that apply to a distributor.
    (4) Guaranteed securities. Notwithstanding paragraphs (b)(1) through 
(b)(3) of this section, in offerings of debt securities fully and 
unconditionally guaranteed as to principal and interest by the parent of 
the issuer of the debt securities, only the requirements of paragraph 
(b) of this section that are applicable to the offer and sale of the 
guarantee must be satisfied with respect to the offer and sale of the 
guaranteed debt securities.
    (5) Warrants. An offer or sale of warrants under Category 2 or 3 
(paragraph (b)(2) or (b)(3)) of this section also must comply with the 
following requirements:
    (i) Each warrant must bear a legend stating that the warrant and the 
securities to be issued upon its exercise have not been registered under 
the Act and that the warrant may not be exercised by or on behalf of any 
U.S. person unless registered under the Act or an exemption from such 
registration is available;
    (ii) Each person exercising a warrant is required to give:
    (A) Written certification that it is not a U.S. person and the 
warrant is not being exercised on behalf of a U.S. person; or
    (B) A written opinion of counsel to the effect that the warrant and 
the securities delivered upon exercise thereof have been registered 
under the Act or are exempt from registration thereunder; and
    (iii) Procedures are implemented to ensure that the warrant may not 
be exercised within the United States, and that the securities may not 
be delivered within the United States upon exercise, other than in 
offerings deemed to meet the definition of ``offshore transaction'' 
pursuant to Sec. 230.902(h), unless registered under the Act or an 
exemption from such registration is available.

[63 FR 9645, Feb. 25, 1998, as amended at 72 FR 71571, Dec. 17, 2007]



Sec. 230.904  Offshore resales.

    (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 an affiliate solely by virtue of holding such 
position), or any person acting on behalf of any of the foregoing, shall 
be deemed to occur outside the United States within the meaning of 
Sec. 230.901 if:
    (1) The offer or sale are made in an offshore transaction;
    (2) No directed selling efforts are made in the United States by the 
seller, an affiliate, or any person acting on their behalf; and
    (3) The conditions of paragraph (b) of this section, if applicable, 
are satisfied.
    (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 expiration of the distribution compliance period 
specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) of 
Sec. 230.903, as applicable, by a dealer, as defined in Section 2(a)(12) 
of the Act (15 U.S.C. 77b(a)(12)), or a person receiving a selling 
concession, fee or other remuneration in respect of the securities 
offered or sold:
    (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
    (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)(12)), or is a person receiving a selling 
concession, fee or other remuneration in respect of the securities

[[Page 796]]

sold, the seller or a person acting on the seller's behalf sends to the 
purchaser a confirmation or other notice stating that the securities may 
be offered and sold during the distribution compliance period only in 
accordance with the provisions of this Regulation S (Sec. 230.901 
through Sec. 230.905, and Preliminary Notes); pursuant to registration 
of the securities under the Act; or pursuant to an available exemption 
from the registration requirements of the Act.
    (2) Resales by certain affiliates. In the case of an offer or sale 
of securities by an officer or director of the issuer or a distributor, 
who is an affiliate of the issuer or distributor solely by virtue of 
holding such position, no selling concession, fee or other remuneration 
is paid in connection with such offer or sale other than the usual and 
customary broker's commission that would be received by a person 
executing such transaction as agent.

[63 FR 9646, Feb. 25, 1998]



Sec. 230.905  Resale limitations.

    Equity securities of domestic issuers acquired from the issuer, a 
distributor, or any of their respective affiliates in a transaction 
subject to the conditions of Sec. 230.901 or Sec. 230.903 are deemed to 
be ``restricted securities'' as defined in Sec. 230.144. Resales of any 
of such restricted securities by the offshore purchaser must be made in 
accordance with this Regulation S (Sec. 230.901 through Sec. 230.905, 
and Preliminary Notes), the registration requirements of the Act or an 
exemption therefrom. Any ``restricted securities,'' as defined in 
Sec. 230.144, that are equity securities of a domestic issuer will 
continue to be deemed to be restricted securities, notwithstanding that 
they were acquired in a resale transaction made pursuant to Sec. 230.901 
or Sec. 230.904.

[63 FR 9647, Feb. 25, 1998]

 Regulation CE--Coordinated Exemptions for Certain Issues of Securities 
                         Exempt Under State Law



Sec. 230.1001  Exemption for transactions exempt from qualification under
Sec. 25102(n) of the California Corporations Code.

    Preliminary Notes: (1) Nothing in this section is intended to be or 
should be construed as in any way relieving issuers or persons acting on 
behalf of issuers from providing disclosure to prospective investors 
necessary to satisfy the antifraud provisions of the federal securities 
laws. This section only provides an exemption from the registration 
requirements of the Securities Act of 1933 (``the Act'') [15 U.S.C. 77a 
et seq.].
    (2) Nothing in this section obviates the need to comply with any 
applicable state law relating to the offer and sales of securities.
    (3) Attempted compliance with this section does not act as an 
exclusive election; the issuer also can claim the availability of any 
other applicable exemption.
    (4) This exemption is not available to any issuer for any 
transaction which, while in technical compliance with the provision of 
this section, is part of a plan or scheme to evade the registration 
provisions of the Act. In such cases, registration under the Act is 
required.

    (a) Exemption. Offers and sales of securities that satisfy the 
conditions of paragraph (n) of Sec. 25102 of the California Corporations 
Code, and paragraph (b) of this section, shall be exempt from the 
provisions of Section 5 of the Securities Act of 1933 by virtue of 
Section 3(b) of that Act.
    (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, less the aggregate offering price for all other 
securities sold in the same offering of securities, whether pursuant to 
this or another exemption.
    (c) Resale limitations. Securities issued pursuant to this 
Sec. 230.1001 are deemed to be ``restricted securities'' as defined in 
Securities Act Rule 144 [Sec. 230.144]. Resales of such securities must 
be made in compliance with the registration requirements of the Act or 
an exemption therefrom.

[61 FR 21359, May 9, 1996]

[[Page 797]]



             PART 231_INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER--Table of Contents

----------------------------------------------------------------------------------------------------------------
                                                      Release
                      Subject                           No.         Date            Fed. Reg. Vol. and page
----------------------------------------------------------------------------------------------------------------
Partial text of letter of Chief of Securities              45  Sept. 22, 1933  11 FR 10947.
 Division of Federal Trade Commission relating to
 section 11(e)(2).
Letter of Federal Trade Commission relating to             70    Nov. 6, 1933  11 FR 10948.
 offers of sale prior to the effective date of the
 registration statement.
Opinion of Federal Trade Commission relating to            86   Dec. 13, 1933      Do.
 registration of stock issued by certain mortgage
 loan companies.
Extracts from letters of Federal Trade Commission          97   Dec. 28, 1933  11 FR 10949.
 relating to applications of various sections of
 the Act.
Extract from letter of Federal Trade Commission           131   Mar. 13, 1934  11 FR 10951.
 discussing availability of a ``broker's
 exemption'' to the customer of the broker.
Statement by Federal Trade Commission discussing          185   June 20, 1934      Do.
 the amendment of the Securities Act to include
 fractional undivided interests in oil, gas or
 other mineral rights in the definition of security.
Statement by Federal Trade Commission relating to         201   July 20, 1934  11 FR 10952.
 the availability of an exemption from registration
 where a secondary distribution involves sales
 outside the State of incorporation.
Letter of General Counsel discussing factors to be        285   Jan. 24, 1935      Do.
 considered in determining the availability of the
 exemption from registration provided by the second
 clause of section 4(1).
Letter of General Counsel discussing the                  312   Mar. 15, 1935  11 FR 10953.
 availability of an exemption from registration for
 securities issued in exchange for other securities
 where terms of the issuance and exchange are
 subject to approval by a State public utility
 commission.
Letter of General Counsel discussing availability         401   June 18, 1935      Do.
 of an exemption from registration for collateral
 trust notes.
Letter of General Counsel discussing distribution         464   Aug. 19, 1935      Do.
 by statistical service of bulletins and circulars
 describing securities for which registration
 statements have been filed.
Letter of General Counsel discussing the                  538   Oct. 26, 1935  11 FR 10955.
 availability of an exemption from registration for
 the issuance of securities under deposit
 agreements where solicitations under the
 agreements were begun prior to the effective date
 of the registration requirements of the Securities
 Act.
Letter of General Counsel discussing the                  603   Dec. 16, 1935      Do.
 availability of exemption from registration of the
 second clause of section 4(1).
Letters of General Counsel discussing application         646    Feb. 3, 1936  11 FR 10956.
 of section 3(a)(9).
Letter by General Counsel discussing circulation by       802    May 23, 1936  11 FR 10957.
 underwriters and dealers of summaries of
 information contained in registration statements
 prior to the effective date of such statements.
Letter of General Counsel discussing the                  828    June 4, 1936      Do.
 application of section 5(b)(2).
Opinion of the Director of the Division of Forms          874    July 2, 1936      Do.
 and Regulations relating to Rule 821(a) (17 CFR
 230.821(a)).
Letter of General Counsel discussing whether a sale       929   July 29, 1936      Do.
 of a security is involved in the payment of a
 dividend.
Letter of General Counsel discussing solicitation        1256    Feb. 9, 1937  11 FR 10958.
 by financial and security houses of brokerage
 orders for the purchase of securities prior to the
 effective date of a registration statement for
 such securities.
Opinion of the Director of the Division of Forms         1376    Apr. 7, 1937      Do.
 and Regulations discussing the definition of
 ``parent'' as used in various forms under
 Securities Act of 1933 and Securities Exchange Act
 of 1934.
Letter of General Counsel discussing nature of           1459    May 29, 1937      Do.
 exemption from registration provided by section
 3(a)(11).
Opinion of the Director of the Division of Forms         1503   July 12, 1937  11 FR 10959.
 and Regulations relating to Rule 821(a) (17 CFR
 230.821(a)).
Letter of the Director of the Division of Forms and      1580   Oct. 19, 1937  11 FR 10961.
 Regulations relating to Rule 821(a) (17 CFR
 230.821(a)).
Opinion of General Counsel relating to Rule 142 (17      1862   Dec. 14, 1938  11 FR 10962.
 CFR 230.142).
Letter of General Counsel concerning the services        1934    Apr. 5, 1939  11 FR 10963.
 of former employees of the Commission in
 connection with matters with which such employees
 became familiar during their course of employment
 with the Commission.
Letter of General Counsel relating to sections           2029    Aug. 8, 1939  11 FR 10953.
 3(a)(9) and 4(1).
Statement of Commission policy with respect to the       2340   Aug. 23, 1940  11 FR 10964.
 acceleration of the effective date of registration
 statements.
Opinion of General Counsel concerning the                2623   July 25, 1941      Do.
 application of the third clause of section 4(1) in
 various situations.
Extract from letter of Director of the Corporation       2899    Feb. 5, 1943  11 FR 10965.
 Finance Division.
Opinion of Director of the Trading and Exchange          2955   Nov. 16, 1943      Do.
 Division relating to the violation of the anti-
 fraud provisions of the Securities Act by
 manipulation of prices of securities not
 registered on a national securities exchange.

[[Page 798]]

 
Opinion of Director of the Trading and Exchange          2956   Nov. 11, 1943      Do.
 Division relating to the violation of the anti-
 fraud provisions of the Securities Act in cases of
 a ``syndicate account'' while members of the
 syndicate or selling group are engaged in the
 retail distribution of such security.
Statement of the Commission relating to the anti-        2997    June 1, 1944      Do.
 fraud provisions of section 17(a) of the
 Securities Act of 1933 and sections 10(b) and
 15(c)(1) of the Securities Exchange Act of 1934.
Opinion of Chief Counsel to the Corporation Finance      3000    June 7, 1944  11 FR 10965.
 Division relating to section 3(a)(10).
Opinion of Chief Counsel to the Corporation Finance      3011   Aug. 28, 1944  11 FR 10966.
 Division relating to section 3(a)(10).
Statement by Commission relating to section              3038    Jan. 4, 1945      Do.
 3(a)(10).
Opinion of Director of the Trading and Exchange          3043    Feb. 5, 1945      Do.
 Division relating to section 206 of the Investment
 Advisers Act of 1940, section 17(a) of the
 Securities Act of 1933, and sections 10(b) and
 15(c)(1) of the Securities Exchange Act of 1934.
Statement of Commission policy as to acceleration        3055    Apr. 7, 1945      Do.
 of the effective date of a registration statement
 where a selling stockholder does not bear his
 equitable proportion of the expense of
 registration.
Statement of Commission policy as to the                 3061   Apr. 30, 1945      Do.
 acceleration of the effective date of a
 registration statement in cases where an
 inadequate ``red herring'' prospectus has been
 issued.
Statement by Commission with respect to                  3115   Jan. 24, 1946  11 FR 10967.
 representations that the Commission has approved
 the price of a security offered to the public
 under a registration statement.
Statements of the Commission accompanying adoption       3177   Dec. 30, 1946  11 FR 14726.
 of Sec.  230.131 (Rule 131).
Letter of the Director of the Corporation Finance        3210    Apr. 9, 1947  12 FR 2513.
 Division regarding registration under the
 Securities Act of 1933 of certain warrants.
Opinion of General Counsel relating to ``when-           3343    May 24, 1949  14 FR 2831.
 issued'' trading.
Statement of the Commission relating to Sec.             3399    Dec. 6, 1950  15 FR 8965.
 230.220(i) of this chapter.
Opinion of the General Counsel relating to the use       3411   Apr. 18, 1951  16 FR 3387.
 of ``hedge clauses'' by brokers, dealers,
 investment advisers, and others.
Statements of the Commission respecting purpose of       3453    Oct. 1, 1952  17 FR 8900.
 Sec.  230.132 (Rule 132); respecting acceleration
 of identifying statements and proposed
 prospectuses pursuant to Sec.  230.131 and Sec.
 230.132 (Rules 131 and 132); and respecting
 acceleration policy where there has been no bona
 fide effort to prepare a reasonably concise and
 readable prospectus.
Statement of the Commission relating to publication      3844    Oct. 4, 1957  22 FR 8359.
 of information prior to or after the effective
 date of a registration statement.
Statement of the Commission concerning the               3846    Oct. 8, 1957  22 FR 8361.
 interpretation and application of Sec.  230.133
 (Rule 133).
Statement of the Commission regarding trading            3890   Jan. 21, 1958  23 FR 498.
 stamps.
Statement of the Commission regarding public             3892   Jan. 31, 1958  23 FR 840.
 offerings of investment contracts providing for
 the acquisition, sale or servicing of mortgages or
 deeds of trust.
Statement of the Commission as to the applicability      4298   Nov. 18, 1960  25 FR 12177.
 of the Federal securities laws to real estate
 investment trusts.
Statement of the Commission concerning                   4412  Sept. 20, 1961  26 FR 9158.
 interpretation of section 39(a)(3) of the
 Securities Act of 1933.
Statement of the Commission concerning exemption         4434    Dec. 6, 1961  26 FR 11896.
 for local offerings from registration.
Statement of the Commission concerning standards of      4445    Feb. 2, 1962  27 FR 1251.
 conduct for registered broker-dealers in the
 distribution of unregistered securities.
Statement of the Commission in regard to the wide        4458    Mar. 1, 1962  27 FR 2312.
 variation of certificates used by independent
 accountants in their registration statements
 concerning verification of inventories (income
 statements) of prior years in first audits.
Statement of the Commission in regard to the             4475   Apr. 13, 1962  27 FR 3990.
 increase of time between the filing and the
 effective dates of a substantial volume of
 registration statements and suggested assistance
 to issuers, counsels, and others preparing
 registration statements to remedy this delay.
Statement of the Commission cautioning broker-           4476   Apr. 16, 1962  27 FR 3991.
 dealers about violating the anti-fraud provisions
 of the Federal securities laws when making short
 sales in which they delay effecting the covering
 transaction to acquire the security.
Opinion of the Commission that ``Equity Funding'',       4491    May 22, 1962  27 FR 5190.
 ``Secured Funding'', or ``Life Funding''
 constitutes an investment contract and when
 publicly offered is required to be registered
 under the Securities Act of 1933.
Statement of the Commission regarding limitations        4552    Nov. 6, 1962  27 FR 11316.
 of the availability of so-called ``private
 offering exemption.''.
Statement of the Commission showing circumstances        4566   Dec. 28, 1962  28 FR 276.
 in 7 cases where profits in real estate
 transactions were not earned at time transactions
 were recorded but that the sales were designed to
 create the illusion of profits or value as a basis
 for the sales of securities.
Commission's publication of policies and practices       4666    Feb. 7, 1964  29 FR 2490.
 of its Division of Corporation Finance to be used
 as guide for preparation and filing of
 registration statements.

[[Page 799]]

 
Statement of the Commission explaining the               4697    May 28, 1964  29 FR 7317.
 operation of section 5 of the Securities Act of
 1933 in the offer and sale of securities by
 underwriters and dealers prior to and after the
 filing of a registration statement.
Statement of the Commission re applicability of          4708    July 9, 1964  29 FR 9828.
 Securities Act of 1933 to offerings of securities
 outside the U.S. and re applicability of section
 15(a) of the Securities Exchange Act of 1934 to
 foreign underwriters as part of program of
 Presidential Task Force to reduce U.S. balance of
 payments deficit and protect U.S. gold reserves.
Letter of Chief Counsel of Division of Corporation       4709   July 14, 1964  29 FR 9827.
 Finance recommending against proposed amendment to
 Rule 134 under the Securities Act of 1933 (17 CFR
 230.134) with specific interpretations valuable to
 would be users of ``tombstone'' advertisements.
Summary and interpretation by the Commission of          4725  Sept. 14, 1964  29 FR 13455.
 amendments to the Securities Act of 1933 and
 Securities Exchange Act of 1934 as contained in
 the Securities Acts Amendments of 1964.
Statement of the Commission re the registration of       4790   July 13, 1965  30 FR 9059.
 securities purchased through employee stock
 purchase plans and warning that plans not subject
 to registration should be limited to securities of
 reliable companies.
Opinion and statement of the Commission in regard        4811    Dec. 7, 1965  30 FR 15420.
 to proper reporting of deferred income taxes
 arising from installment sales.
Statement of the Commission to clarify the meaning       4817   Jan. 19, 1966  31 FR 1005.
 of ``beneficial ownership of securities'' as
 relates to beneficial ownership of securities held
 by family members.
Restatement (superseding Release No. 4669) of the        4818   Jan. 21, 1966  31 FR 2544.
 Commission alerting the financial community to the
 limitations of Rule 154 (17 CFR 230.154) under the
 Securities Act of 1933.
Statement of the Commission setting the date of May      4819   Feb. 14, 1966  31 FR 3175.
 1, 1966 after which filings must reflect
 beneficial ownership of securities held by family
 members.
Request by the Commission to issuers to use              4844    Aug. 5, 1966  31 FR 10667.
 language that can be understood readily by
 employees in prospectuses for securities
 registered under the Securities Act of 1933 on
 Form S-8 (17 CFR 239.16b).
Statement of the Commission prepared in conjunction      4877    Aug. 8, 1967  32 FR 11705.
 with Maryland, Virginia, and District of Columbia
 authorities re applicability of Federal Securities
 Laws as to registration requirements and antifraud
 provisions in real estate syndications.
Opinions of the Commission on the acceleration of        4910   June 18, 1968  33 FR 10086.
 the effective date of a registration statement
 under the Securities Act of 1933 and on the
 clearance of proxy material such as convertible
 preferred shares considered residual securities in
 determining earnings per share applicable to
 common stock.
Statement of the Commission to alert prospective         4913    July 5, 1968  33 FR 10134.
 borrowers obtaining loans for real estate
 development about recent fraudulent schemes.
Statement of the Commission clarifying that              4923  Sept. 16, 1968  33 FR 14545.
 industrial revenue bonds sold under Rule 131 (17
 CFR 230.131) and Rule 3b-5 (17 CFR 240.3b-5) are
 not effected if acquired and paid for by the
 underwriters on or before December 31, 1968.
Statement of the Commission setting forth certain        4934   Nov. 21, 1968  33 FR 17900.
 procedures for the staff of its Division of
 Corporation Finance to adopt in order to expedite
 the filing of registration statements.
Statement of the Director of the Commission's         IC-5554    Dec. 3, 1968  33 FR 18576.
 Division of Corporate Regulation re the filing of
 supplements to investment company prospectuses
 under the Securities Act of 1933 as a result of
 changes in stock exchange rules effective December
 5, 1968 relating to ``customer-directed give ups''.
Guides for preparation and filing of registration        4936    Dec. 9, 1968  33 FR 18617.
 statements under the Securities Act of 1933.
Letter of Chief Counsel of Division of Corporate         4940   Dec. 23, 1968  34 FR 382.
 Regulation setting forth the Commission's
 interpretation as to references to certain
 financial services in ``Tombstone'' advertisements.
Statement of the Commission setting forth emergency      4955   Mar. 12, 1969  34 FR 5547.
 procedures adopted by the Division of Corporate
 Regulation to expedite processing of registration
 statements, amendments, and proxy statements.
Proposed guide for prospective registrants re the        4959    Apr. 7, 1969  34 FR 6575.
 use of misleading names.
Declaration of the Commission that prior delivery        4968   Apr. 24, 1969  34 FR 7235.
 of preliminary prospectus to underwriters and
 dealers will accelerate the effective date of a
 registration statement.
Policy of Commission's Division of Corporation           4970     May 1, 1969  34 FR 7613.
 Finance to send only one letter of comments re
 registration statement to the issuer or its
 counsel and one to the principal underwriter or
 its counsel if there are underwriters.
Statement of the Commission cautioning brokers and       4982    July 2, 1969  34 FR 11581.
 dealers with respect to effecting transactions of
 ``spin offs'' and ``shell corporations''.
Commission's proposed guide for prospectuses             5001   Aug. 27, 1969  34 FR 14125.
 relating to public offering of interests in oil
 and gas drilling programs to assist issuers in
 preparing registration statements and to help
 investors in understanding and analysis.

[[Page 800]]

 
Proposed guide for prospective registrants re the        5005  Sept. 17, 1969  34 FR 15245.
 use of misleading names adopted unchanged.
Interpretations by the Commission re the                 5009    Oct. 7, 1969  34 FR 16870.
 publication of information prior to or after
 filing of a registration statement, and also re
 its proposal to amend Rule 174 to change effective
 date restrictions of the existing prospectus
 delivery requirements.
Commission's statement about publicity concerning        5016   Oct. 20, 1969  34 FR 17433.
 the petroleum discoveries on the North Slope of
 Alaska.
Commission's warning statement re sale and               5018    Nov. 4, 1969  34 FR 18160.
 distribution of whisky warehouse receipts.
The Commission's views re preparation of                 5036   Jan. 19, 1970  35 FR 1233.
 prospectuses relating to public offerings of
 interests in oil and gas programs are represented
 by Guide No. 55 set forth here and in Securities
 Act Release No. 4936 rather than the proposed
 guide in Securities Act Release No. 5001.
Conclusion by the Commission that a registration         5049   Feb. 17, 1970  35 FR 4121.
 statement will be considered defective under the
 1933 Act when the certificate does not meet the
 requirements of 17 CFR 210.2-02 because the
 accountant qualifies his opinion due to doubt as
 to whether the company will continue as a going
 concern.
Publication of the Commission's guidelines re            5068   June 23, 1970  35 FR 12103.
 applicability of Federal securities laws to offer
 and sale outside the U.S. of shares of registered
 open-end investment companies.
Statement of the Commission reminding reporting          5092   Oct. 15, 1970  35 FR 16733.
 companies of obligation re Commission's rules to
 file reports on a timely basis.
Publication by the Commission of a registration          5094   Oct. 21, 1970  35 FR 16919.
 guide relating to the interest of legal counsel
 and experts in the registrant.
Commission's Guide No. 58 requiring disclosure in        5102   Nov. 12, 1970  35 FR 17990.
 prospectus of address and telephone number of the
 registrant's principal executive offices.
Commission's statement re exemption of certain           5103    Nov. 6, 1970  35 FR 17990.
 industrial revenue bonds from registration, etc.
 requirements in view of amendment of Securities
 Act of 1933 and of Securities Exchange Act of 1934
 by ``section 401'' (PL 91-373).
Commission's views relating to important questions       5120   Dec. 23, 1970  35 FR 19986.
 re the accounting by registered investment
 companies for investment securities in their
 financial statements and in the periodic
 computations of net asset value for the purpose of
 pricing their shares.
Commission's statement setting forth its policy on       5121   Dec. 30, 1970  36 FR 1525.
 use of legends and stop-transfer instructions as
 evidence of nonpublic offering.
Publication of the Commission's procedure to be          5127   Jan. 25, 1971  36 FR 2600.
 followed if requests are to be met for no action
 or interpretative letters and responses thereto to
 be made available for public use.
Interpretations of the Commission in regard to           5133   Feb. 18, 1971  36 FR 4483.
 requirements for registration statements and
 reports concerning information requested re
 description of business, summary of operations,
 and financial statements.
Third in a series of statements by the Commission        5137    Apr. 2, 1971  36 FR 7897.
 on problems arising under PL 91-547 re
 registration and regulation of insurance company
 separate accounts used as funding vehicles for
 certain employee stock bonus, pension and profit
 sharing plans.
Statement of the Commission warning the public        34-9143   Apr. 12, 1971  36 FR 8238.
 about novel unsecured debt securities which appear
 to invite unwarranted comparisons with bank
 savings accounts, savings and loan association
 accounts, and bank time deposit certificates.
Statement of the Commission prohibiting the              5158   June 16, 1971  36 FR 11918.
 reduction of fixed charges by amounts representing
 interest or investment income or gains on
 retirement of debt in registration statements or
 reports filed with the Commission.
Statement of the Commission calling attention to         5170   July 19, 1971  36 FR 13989.
 requirements in its forms and rules under the
 Securities Act of 1933 and the Securities and
 Exchange Act of 1934 for disclosure of legal
 proceedings and descriptions of registrant's
 business as these requirements relate to material
 matters involving the environment and civil rights.
Commission's authorization of publication of             5171   July 20, 1971  36 FR 13915.
 amended Registration Guide No. 8 which sets forth
 the policy of the Commission's Division of
 Corporation Finance with respect to pictorial or
 graphic representations in prospectives.
Commission's policy requiring the inclusion in           5176   Aug. 10, 1971  36 FR 15527.
 financial statements of the ratio of earnings to
 fixed charges for the total enterprise in
 equivalent prominence with the ratio for the
 registrant or registrant and consolidated
 subsidiaries.
Commission's guidelines for release of information       5180   Aug. 16, 1971  36 FR 16506.
 by issuers whose securities are ``in
 registration''.
Policy of Commission's Division of Corporation           5196  Sept. 27, 1971  36 FR 19362.
 Finance to defer processing registration
 statements and amendments filed under the
 Securities Act of 1933 by issuers whose reports
 are delinquent until such reports are brought up
 to date.
Publication by the Commission of a registration          5209    Nov. 8, 1971  36 FR 22013.
 guide relating to ``insurance premium funding''
 programs.

[[Page 801]]

 
Commission's statement concerning applicability of       5211   Nov. 30, 1971  36 FR 23289.
 securities laws to multilevel distributorships and
 other business opportunities offered through
 pyramid sales plans.
Commission's statement concerning offering and sale      5226   Jan. 14, 1972  37 FR 600.
 of securities in nonpublic offerings and
 applicability of antifraud provisions of
 securities acts.
Commission's statement of procedures followed by         5231    Mar. 2, 1972  37 FR 4327.
 the staff of its Division of Corporation Finance
 in examining registration statements; request to
 issuers to follow certain procedures to expedite
 registration.
Commission endorses the establishment by all             5237    Apr. 5, 1972  37 FR 6850.
 publicly held companies of audit committees
 composed of outside directors.
Applicability of Commission's policy statement on        5250    May 18, 1972  37 FR 9988.
 the future structure of securities markets to
 selection of brokers and payment of commissions by
 institutional managers.
Commission's statement and policy on misleading pro      5255    June 9, 1972  37 FR 11559.
 rata stock distributions to shareholders.
Commission's guidelines prepared by the Division of      5259   June 29, 1972  37 FR 12790.
 Corporate Regulation for use in preparing and
 filing registration statements for open-end and
 closed-end management investment companies on
 Forms S-4 and S-5.
Commission's guidelines on independence of               5270   June 19, 1972  37 FR 14294.
 certifying accountants; example cases and
 Commission's conclusions.
Commission's guides for preparation and filing of        5278    Aug. 9, 1972  37 FR 15986.
 registration statements.
Commission's procedures for processing post              5305  Sept. 29, 1972  37 FR 20317.
 effective amendments filed by all registered
 investment companies.
Interpretations of rules concerning underwriters by      5306   Oct. 31, 1972  37 FR 23180.
 the Commission's Corporate Finance Division.
Commission's decisions on recommendations of             5310    Mar. 1, 1973  38 FR 5457.
 advisory committee regarding commencement of
 enforcement proceedings and termination of staff
 investigations.
Commission's interpretation of risk-sharing test in      5312    Oct. 5, 1972  37 FR 20937.
 pooling of interest accounting.
Commission's statement that short-selling                5323   Oct. 25, 1972  37 FR 22796.
 securities prior to offering date is a possible
 violation of antifraud and antimanipulative laws.
Commission reaffirms proper accounting treatment to      5333   Dec. 13, 1972  37 FR 26516.
 be followed by a lessee when the lessor is created
 as a conduit for debt financing.
Commission's statement to builders and sellers of        5347   Jan. 18, 1973  38 FR 1735.
 condominiums of their obligations under the
 Securities Act.
Amendment of previous interpretation (AS-130) of         5348   Jan. 18, 1973  38 FR 1734.
 risk-sharing test in pooling-of-interest
 accounting.
Commission's policy on the use of ``sales                5359   Mar. 19, 1973  38 FR 7220.
 literature'' in Investment Company prospectuses.
Commission's findings on disclosure of projections       5362   Mar. 19, 1973  38 FR 7220.
 of future economic performance by issuers of
 publicly traded securities.
Commission's views on reporting cash flow and other      5377   Apr. 11, 1973  38 FR 9158.
 related data.
Commission's guidelines on advertising and sales         5382   Apr. 18, 1973  38 FR 9587.
 practices in connection with offers and sales of
 securities involving Condominium Units and other
 Units in real estate development.
Commission's guidelines on preparation and filing        5396   June 29, 1973  38 FR 17200.
 of registration statements.
Commission's statement on obligations of                 5398   June 29, 1973  38 FR 17201.
 underwriters with respect to discretionary
 accounts.
Commission's statement calling attention to              5403    July 3, 1973  38 FR 17715.
 requirements for completing and filing of Form 144.
Commission expresses concern with failure of             5492   July 10, 1973  38 FR 18366.
 issuers to timely and properly file periodic and
 current reports.
Commission's statement on exceptions for filing          5413   Aug. 16, 1973  38 FR 22121.
 registration statements for variable life
 insurance contracts.
Commission's conclusions as to certain problems          5416  Sept. 10, 1973  38 FR 24635.
 relating to the effect of treasury stock
 transactions on accounting for business
 combinations.
Commission requests comments on Accounting Series        5429   Oct. 17, 1973  38 FR 28819.
 Release No. 146.
Statement by the Commission on disclosure of the         5447   Jan. 10, 1974  39 FR 1511.
 impact of possible fuel shortages on the
 operations of issuers.
Commission's statement on disclosure of inventory        5449   Jan. 17, 1974  39 FR 2085.
 profits reflected in income in periods of rising
 prices.
Commission views on disclosure of illegal campaign       5466   Mar. 19, 1974  39 FR 10237.
 contributions.
Commission views and positions with respect to Rule      5463   Mar. 22, 1974  39 FR 10891.
 145 and related matters.
Commission's statement of policy and                    5416A   Apr. 25, 1974  39 FR 14588.
 interpretations.
Commission's views on business combinations              5510   July 23, 1974  39 FR 26719.
 involving open-end investment companies.
Commission's guidelines for filings related to           5511   July 23, 1974  39 FR 26720.
 extractive reserves and natural gas supplies.
Commission's practices on reporting of natural gas       5504   July 30, 1974  39 FR 27556.
 reserve estimates.
Commission's revised position concerning dividend        5515    Aug. 8, 1974  39 FR 28520.
 reinvestment plans.
Commission's guidelines for registration and             5520   Sept. 3, 1974  39 FR 31894.
 reporting.
Commission's requirements for financial statements.      5528   Oct. 11, 1974  39 FR 36578.

[[Page 802]]

 
Letters of the Division of Corporation Finance with      5552    Jan. 9, 1975  40 FR 1695.
 respect to certain proposed arrangements for the
 sale of gold bullion.
Commission's examples of unusual risks and               5551   Jan. 15, 1975  40 FR 2678.
 uncertainties.
Commission's statement on disclosure problems            5558   Feb. 12, 1975  40 FR 6483.
 relating to LIFO accounting.
Commission's guidelines on Accounting Series             5590   June 30, 1975  40 FR 27441.
 Release No. 148.
Statements of Investment Policies of Money Market        5639   Nov. 21, 1975  40 FR 54241.
 Funds Relating to Industry Concentration.
Publication of guide for preparation of                  5692   Apr. 26, 1976  41 FR 17374.
 registration statements relating to interests in
 real estate limited partnerships.
Standards for disclosure; oil and gas reserve......      5706    May 28, 1976  41 FR 21764.
Guides for statistical disclosure by bank holding        5735  Sept. 14, 1976  41 FR 39010.
 companies.
Registration statements (not including post-             5738  Sept. 14, 1976  41 FR 39013.
 effective amendments).                                         Oct. 26, 1976  41 FR 46851.
Guide for preparation of registration statements         5745    Oct. 1, 1976  41 FR 43398.
 relating to interests in real estate limited
 partnerships.
Guides for preparation and filing of registration        5791   Dec. 28, 1976  41 FR 56306.
 statements.                                             6049    Apr. 3, 1979  44 FR 21567.
Commission amends the general instructions to a          5821   Apr. 15, 1977  42 FR 22139.
 short form registration statement.
Recission of certain accounting....................      5835   June 15, 1977  42 FR 33282.
Withdrawal of undertaking required of investment         5854   Aug. 12, 1977  42 FR 42196.
 companies.
Industry segment determination.....................      5910    Mar. 3, 1978  43 FR 9599.
Application of registration requirements to certain      5927   Apr. 24, 1978  43 FR 18163.
 tender offers and the application of tender offer
 provisions to certain cash-option mergers.
Guide for reports or memoranda concerning                5929    May 12, 1978  43 FR 20484.
 registrants.
Prospectus delivery requirements in special              5985    Oct. 4, 1978  43 FR 47492;
 offerings to mutual fund shareholders.                                        43 FR 52022.
Guides for disclosure of projections of future           5992    Nov. 7, 1978  43 FR 53246.
 economic performance.
Commission's statement regarding disclosure of           6001   Nov. 29, 1978  43 FR 57596.
 impact of Wage and Price Standards for 1979 on the
 operations of issuers.
Withdrawal of statement of policy on investment          6047   Mar. 28, 1979  44 FR 21007.
 company sales literature.
General statement of policy regarding exemptive          6051    Apr. 5, 1979  44 FR 21626.
 provisions relating to annuity and insurance
 contracts.
Commission recommends certain techniques in              6090   July 11, 1979  44 FR 43466.
 drafting trust indentures to the attention of
 persons registering offerings of debt securities
 under the Securities Act of 1933.
Resales of restricted and other securities.........      6099    Aug. 2, 1979  44 FR 46752.
Environmental disclosure requirements..............      6130  Sept. 27, 1979  44 FR 56924.
No action position respecting public offerings of        6136   Oct. 16, 1979  44 FR 61941.
 debt securities registered on Form S-18 without
 qualification of an indenture under the Trust
 Indenture Act.
Disclosure of management remuneration by certain         6157   Nov. 29, 1979  44 FR 70130.
 foreign private issuers.
Pooled income funds................................      6175   Jan. 10, 1980  45 FR 3258.
Employee benefit plans; interpretation of statute..      6188    Feb. 1, 1980  45 FR 8962.
Effect of credit controls on the operations of           6200   Mar. 14, 1980  45 FR 17954.
 certain registered investment companies including
 money market funds.
Amendments to guides for statistical disclosure by       6221    July 8, 1980  45 FR 47140.
 bank holding companies.
Amendments to annual report form, related forms,         6231   Sept. 2, 1980  45 FR 63644.
 rules, regulations and guides; integration of
 Securities' Acts Disclosure System.
Uniform instructions as to financial statements--        6234   Sept. 2, 1980  45 FR 63692.
 regulation S-X.
Delayed offerings by foreign governments or              6240  Sept. 10, 1980  45 FR 72644.
 political subdivisions thereof.
Procedures utilized by the division of corporation       6253   Oct. 28, 1980  45 FR 72644.
 finance for rendering informal advice.
Simplified form of trust indenture.................      6279    Jan. 8, 1981  46 FR 3500.
Employee benefit plans.............................      6281   Jan. 15, 1981  46 FR 8446.
Option and option-related transactions during            6297    Mar. 6, 1981  46 FR 16670.
 underwritten offerings.
Issuance of ``Retail Repurchase Agreements'' by          6351  Sept. 25, 1981  46 FR 48637.
 Banks and Savings and Loan Associations.
Effect of Revenue Ruling 81-225 on Issuers and           6352  Sept. 28, 1981  46 FR 48640.
 Holders of Certain Variable Annuity Contracts.
Recission of Guides and Redesignation of Industry        6384    Mar. 3, 1982  47 FR 11480.
 Guides.
Revisions to the Division of Corporation Finance's       6405    June 3, 1982  47 FR 25122.
 Guide 5 and Amendment of Related Disclosure
 Provisions.
Continuous and Delayed Offerings by Foreign              6424   Sept. 2, 1982  47 FR 39809.
 Governments or Political Subdivisions thereof.
Supplemental disclosures of oil and gas producing        6444   Dec. 15, 1982  47 FR 57914.
 activities.
Regulation D.......................................      6455    Mar. 3, 1983  48 FR 10045.
Revision of Financial Statement Requirements and         6458    Mar. 7, 1983  48 FR 11113.
 Industry Guide Disclosure for Bank Holding
 Companies.
Revision of Industry Guide Disclosures for Bank          6478   Aug. 11, 1983  48 FR 37613.
 Holding Companies.
Public Statements by Corporate Representatives.....      6504   Jan. 13, 1984  49 FR 2469.
Rules and Guide for Disclosures Concerning Reserves      6559   Nov. 27, 1984  49 FR 47594.
 for Unpaid Claims and Claim Adjustment Expenses of
 Property-Casualty Underwriters.
Securities Issued or Guaranteed by United States         6661  Sept. 29, 1986  51 FR 34462.
 Branches or Agencies of Foreign Banks.

[[Page 803]]

 
Amendments to Industry Guide Disclosures by Bank         6677    Dec. 3, 1986  51 FR 43594.
 Holding Companies.
Statement of the Commission Regarding Disclosure         6791    Aug. 1, 1988  53 FR 29226.
 Obligations of Companies Affected by the
 Government's Defense Contract Procurement Inquiry
 and Related Issues.
Statement of the Commission Regarding Disclosure by      6815    Feb. 1, 1989  54 FR 5600.
 Issuers of Interests in Publicly Offered Commodity
 Pools.
Management's Discussion and Analysis of Financial        6835    May 18, 1989  54 FR 22427.
 Condition and Results of Operations; Certain
 Investment Company Disclosures.
Limited Partnership Reorganizations and Public           6900   June 17, 1991  56 FR 28986.
 Offerings of Limited Partnership Interests.
Acceptability in Financial Statements of an              6906   July 29, 1991  56 FR 37000.
 Accounting Standard Permitting the Return of a
 Nonaccrual Loan to Accrual Status After a Partial
 Charge-off.
Statement of the Commission Regarding Disclosure         7049    Mar. 9, 1994  59 FR 12758.
 Obligations of Municipal Securities Issuers and
 Others.
Amendment of Interpretation Regarding Substantive        7060    May 12, 1994  59 FR 26109.
 Repossession of Collateral.
Problematic Practices Under Regulation S...........      7190   July 27, 1995  60 FR 35666.
Use of Electronic Media for Delivery Purposes......      7233    Oct. 6, 1995  60 FR 53467.
Use of Electronic Media by Broker-Dealers..........      7288    May 15, 1996  61 FR 24651.
Use of Internet Web Sites to Offer Securities,           7516   Mar. 27, 1998  63 FR 14813.
 Solicit Securities Transactions, or Advertise
 Investment Services Offshore.
Disclosure of Year 2000 Issues and Consequences by       7558    Aug. 4, 1998  63 FR 41404.
 Public Companies, Investment Advisers, Investment
 Companies, and Municipal Securities Issuers.
Use of Electronic Media............................      7856   Apr. 28, 2000  65 FR 25843.
Exemption From Section 101(c)(1) of the Electronic       7877   July 27, 2000  65 FR 47284.
 Signatures in Global and National Commerce Act for
 Registered Investment Companies.
Application of the Electronic Signatures in Global       7985   June 14, 2001  66 FR 33176.
 and National Commerce Act to Record Retention
 Requirements Pertaining to Issuers.
Calculation of Average Weekly Trading Volume.......     8005A  Sept. 27, 2001  66 FR 49274.
Commission Guidance and Rules to Trading in              8107   June 21, 2002  67 FR 43246.
 Security Future Products.
Management's Discussion and Analysis of Financial        8350   Dec. 19, 2003  68 FR 75065.
 Condition and Results of Operations.
Commission Guidance Regarding the Public Company         8422    May 14, 2004  69 FR 29066.
 Accounting Oversight Board's Auditing and Related
 Professional Practice Standard No. 1.
Commission Guidance Regarding Prohibited Conduct in      8565    Apr. 7, 2005  70 FR 19677.
 Connection with IPO Allocations.
Commission Guidance Regarding Accounting for Sales       8642    Dec. 5, 2005  70 FR 73345.
 of Vaccines and Bioterror Countermeasures to the
 Federal Government for Placement into the
 Pediatric Vaccine Stockpile or the Strategic
 National Stockpile.
Commission Guidance and Revisions to the Cross-          8957  Sept. 19, 2008  73 FR 60088.
 Border Tender Offer, Exchange Offer, Rights
 Offerings, and Business Combination Rules and
 Beneficial Ownership Reporting Rules for Certain
 Foreign Institutions.
Commission Guidance Regarding the Financial             9062A   Aug. 18, 2009  74 FR 42773.
 Accounting Standards Board's Accounting Standards
 Codification.
Commission Guidance Regarding Disclosure Related to      9106    Feb. 2, 2010  75 FR 6297.
 Climate Change.
Commission Guidance on Presentation of Liquidity         9144  Sept. 17, 2010  75 FR 59897.
 and Capital Resources Disclosures in Management's
 Discussion and Analysis.
Commission Guidance Regarding the Definition of the   33-9850   June 19, 2015  80 FR 37536.
 Terms ``Spouse'' and ``Marriage'' Following the
 Supreme Court's Decision in United States v.
 Windsor.
Commission Guidance Regarding Revenue Recognition    33-10402   Aug. 18, 2017  82 FR 41148.
 for Bill-and-Hold Arrangements.
Updates to Commission Guidance Regarding Accounting  33-10403   Aug. 18, 2017  82 FR 41150.
 for Sales of Vaccines and Bioterror
 Countermeasures to the Federal Government for
 Placement into the Pediatric Vaccine Stockpile or
 the Strategic National Stockpile.
----------------------------------------------------------------------------------------------------------------



PART 232_REGULATION S-T_GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS--Table of Contents



                                 General

Sec.
232.10  Application of part 232.
232.11  Definitions of terms used in part 232.
232.12  Business hours of the Commission.
232.13  Date of filing; adjustment of filing date.
232.14  Paper filings not accepted without exemption.

                     Electronic Filing Requirements

232.100  Persons and entities subject to mandated electronic filing.
232.101  Mandated electronic submissions and exceptions.
232.102  Exhibits.
232.103  Liability for transmission errors or omissions in documents 
          filed via EDGAR.

[[Page 804]]

232.104  Unofficial PDF copies included in an electronic submission.
232.105  Use of HTML and hyperlinks.
232.106  Prohibition against electronic submissions containing 
          executable code.

                           Hardship Exemptions

232.201  Temporary hardship exemption.
232.202  Continuing hardship exemption.

                  Preparation of Electronic Submissions

232.301  EDGAR Filer Manual.
232.302  Signatures.
232.303  Incorporation by reference.
232.304  Graphic, image, audio and video material.
232.305  Number of characters per line; tabular and columnar 
          information.
232.306  Foreign language documents and symbols.
232.307  Bold face type.
232.308  Type size and font; legibility.
232.309  Paper size; binding; sequential numbering; number of copies.
232.310  Marking changed material.
232.311  Documents submitted in paper under cover of Form SE.
232.312  Accommodation for certain information in filings with respect 
          to asset-backed securities.
232.313  Identification of investment company type and series and/or 
          class (or contract).
232.314  Accommodation for certain securitizers of asset-backed 
          securities.

                         XBRL-Related Documents

232.401  XBRL-Related Document submissions.
232.402  Liability for XBRL-Related Documents.
232.403-232.404  [Reserved]
232.405  Interactive Data File submissions and postings.
232.407  Interactive data financial report filings.

                             EDGAR Functions

232.501  Modular submissions and segmented filings.

             Foreign Private Issuers and Foreign Governments

232.600-232.903  [Reserved]

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 80a-8, 
80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350, unless 
otherwise noted.
    Section 232.302 is also issued under secs. 3(a) and 302, Pub.L. No. 
107-204, 116 Stat. 745.

    Source: 58 FR 14670, Mar. 18, 1993, unless otherwise noted.

                                 General



Sec. 232.10  Application of part 232.

    (a) This part, in conjunction with the EDGAR Filer Manual and the 
electronic filing provisions of applicable rules, regulations and forms, 
shall govern the electronic submission of documents filed or otherwise 
submitted to the Commission and shall be controlling for an electronic 
format document in the manner and respects provided in this part.
    (b) Each registrant, third party filer, or agent to whom the 
Commission previously has not assigned a Central Index Key (CIK) code, 
must, before filing on EDGAR:
    (1) File electronically the information required by Form ID 
(Secs. 239.63, 249.446, 269.7 and 274.402 of this chapter), the uniform 
application form for access codes to file on EDGAR, and
    (2) File, by uploading as a Portable Document Format (PDF) 
attachment to the Form ID filing, a notarized document, manually signed 
by the applicant over the applicant's typed signature, that includes the 
information required to be included in the Form ID filing and confirms 
the authenticity of the Form ID filing.

    Note to Sec. 232.10: The Commission strongly urges any person or 
entity about to become subject to the disclosure and filing requirements 
of the federal securities laws to submit a Form ID well in advance of 
the first required filing, including a registration statement relating 
to an initial public offering, in order to facilitate electronic filing 
on a timely basis.

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997; 64 
FR 27894, May 21, 1999; 69 FR 22709, Apr. 26, 2004; 74 FR 10838, Mar. 
13, 2009; 77 FR 54807, Sept. 6, 2012]



Sec. 232.11  Definition of terms used in part 232.

    Unless otherwise specifically provided, the terms used in Regulation 
S-T (part 232 of this chapter) have the same meanings as in the federal 
securities laws and the rules, regulations and forms promulgated 
thereunder. In addition, the following definitions of terms apply 
specifically to electronic format documents and shall apply wherever 
they appear in laws, rules, regulations and forms governing such 
documents, unless the context otherwise specifies:

[[Page 805]]

    Animated graphics. The term animated graphics means text or images 
that do not remain static but that may move when viewed in a browser.
    ASCII document. The term ASCII document means an electronic text 
document with contents limited to American Standard Code for Information 
Interchange (ASCII) characters and that is tagged with Standard 
Generalized Mark Up Language (SGML) tags in the format required for 
ASCII/SGML documents by the EDGAR Filer Manual.
    Asset Data File. The term Asset Data File means the machine-readable 
computer code that presents information in eXtensible Markup Language 
(XML) electronic format pursuant to Sec. 229.1111(h) of this chapter.
    Business development company. The term business development company 
has the meaning set forth in section 2(a)(48) of the Investment Company 
Act.
    Direct transmission. The term direct transmission means the 
transmission of one or more electronic submissions via a telephonic 
communication session.
    Disruptive code. The term disruptive code means any active content 
or other executable code, or any program or set of electronic computer 
instructions inserted into a computer, operating system, or program that 
replicates itself or that actually or potentially modifies or in any way 
alters, damages, destroys or disrupts the file content or the operation 
of any computer, computer file, computer database, computer system, 
computer network or software, and as otherwise set forth in the EDGAR 
Filer Manual.
    EDGAR. The term EDGAR (Electronic Data Gathering, Analysis, and 
Retrieval) means the computer system for the receipt, acceptance, review 
and dissemination of documents submitted in electronic format.
    EDGAR Filer Manual. The term EDGAR Filer Manual means the current 
version of the manual prepared by the Commission setting out the 
technical format requirements for an electronic submission.

    Note: See Rule 301 of Regulation S-T (Sec. 232.301).

    Electronic document. The term electronic document means the portion 
of an electronic submission separately tagged as an individual document 
in the format required by the EDGAR Filer Manual.
    Electronic filer. The term electronic filer means a person or an 
entity that submits filings electronically pursuant to Rules 100 and 101 
of Regulation S-T (Secs. 232.100 and 232.101, respectively).
    Electronic filing. The term electronic filing means one or more 
electronic documents filed under the federal securities laws that are 
transmitted or delivered to the Commission in electronic format.
    Electronic format. The term electronic format means the computerized 
format of a document prepared in accordance with the EDGAR Filer Manual.
    Electronic submission. The term electronic submission means any 
document, such as a filing, correspondence, or modular submission, or 
any discrete set of documents, transmitted or delivered to the 
Commission in electronic format.
    Exchange Act. The term Exchange Act means the Securities Exchange 
Act of 1934.
    Executable code. The term executable code means instructions to a 
computer to carry out operations that use features beyond the viewer's, 
reader's, or Internet browser's native ability to interpret and display 
HTML, PDF, and static graphic files. Such code may be in binary (machine 
language) or in script form. Executable code includes disruptive code.
    Header information. The term header information means information 
designated by the EDGAR Filer Manual to precede the text of each 
electronic submission and document submitted therewith via EDGAR that 
identifies characteristics of the submission and documents in order to 
facilitate electronic processing by the EDGAR system.
    HTML document. The term HTML document means an electronic text 
document tagged with HyperText Markup Language tags in the format 
required by the EDGAR Filer Manual.
    Hyperlinks. The term hyperlinks means the representation of an 
Internet address in a form that an Internet

[[Page 806]]

browser application can recognize as an Internet address.
    Interactive Data File. The term Interactive Data File means the 
machine-readable computer code that presents information in eXtensible 
Business Reporting Language (XBRL) electronic format pursuant to 
Sec. 232.405.
    Interactive Data Financial Report. The term Interactive Data 
Financial Report means the machine-readable computer code that presents 
information in eXtensible Business Reporting Language (XBRL) electronic 
format pursuant to Sec. 232.407.
    Investment Company Act. The term Investment Company Act means the 
Investment Company Act of 1940.
    Modular submission. The term modular submission means an electronic 
submission that contains one or more documents, or portions of a 
document, submitted for storage in the non-public EDGAR data storage 
area for purposes of subsequent inclusion in one or more electronic 
filings pursuant to Rule 501(a) of Regulation S-T (Sec. 232.501(a)).
    Official filing. The term official filing means any filing that is 
received and accepted by the Commission, regardless of filing medium and 
exclusive of header information, tags and any other technical 
information required in an electronic filing; except that electronic 
identification of investment company type and inclusion of identifiers 
for series and class (or contract, in the case of separate accounts of 
insurance companies) as required by rule 313 of Regulation S-T 
(Sec. 232.313) are deemed part of the official filing.
    Original. The term original, when used or implied in the securities 
laws, rules, regulations or forms, includes the writing itself or any 
counterpart intended to have the same effect by a person executing or 
issuing it. If data are stored in a computer or similar device, any 
printout or other output readable by sight, shown to reflect the data 
accurately, is an original.
    Paper format. The term paper format means a paper document.
    Promptly. The term Promptly means as soon as reasonably practicable 
under the facts and circumstances at the time. An amendment to the 
Interactive Data File made by the later of 24 hours or 9:30 a.m. Eastern 
Standard Time or Eastern Daylight Saving Time, whichever is currently in 
effect, on the next business day after the electronic filer becomes 
aware of the need for such amendment shall be deemed to be ``promptly'' 
made.
    Registrant. The term registrant means an issuer of securities for 
which a Securities Act registration statement is required to be filed 
and/or an issuer of securities with respect to which an Exchange Act 
registration statement or report is required to be filed and/or an 
investment company required to file an Investment Company Act 
registration statement or report.
    Related Official Filing. The term Related Official Filing means the 
ASCII or HTML format part of the official filing with which an 
Interactive Data File appears as an exhibit or, in the case of a filing 
on Form N-1A, the ASCII or HTML format part of an official filing that 
contains the information to which an Interactive Data File corresponds.
    Related Official Financial Report Filing. The term Related Official 
Financial Report Filing means the ASCII or HTML format part of the 
official filing with which an Interactive Data Financial Report appears 
as an exhibit.
    Securities Act. The term Securities Act means the Securities Act of 
1933.
    Segmented filing. The term segmented filing means an electronic 
format document assembled from segments previously submitted to the non-
public EDGAR data storage for one-time inclusion in an electronic filing 
pursuant to Rule 501(b) of Regulation S-T (Sec. 232.501(b)).
    Tag. The term tag means an identifier that highlights specific 
information to EDGAR that is in the format required by the EDGAR Filer 
Manual.
    Third party filer. The term third party filer means any person or 
entity that files documents with the Commission with respect to another 
entity.
    Trust Indenture Act. The term Trust Indenture Act means the Trust 
Indenture Act of 1939.
    Unofficial PDF copy. The term unofficial PDF copy means an optional 
copy of an electronic document that may be included in an EDGAR 
submission tagged as a Portable Document Format document in the format 
required by

[[Page 807]]

the EDGAR Filer Manual and submitted in accordance with Rule 104 of 
Regulation S-T (Sec. 232.104).
    XBRL-Related Documents. The term XBRL-Related Documents means 
documents related to presenting information in eXtensible Business 
Reporting Language that are part of a voluntary submission in electronic 
format in accordance with Sec. 232.401.

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36456, July 8, 1997; 64 
FR 27894, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 70 FR 6571, Feb. 8, 
2005; 70 FR 43569, July 27, 2005; 74 FR 6813, Feb. 10, 2009; 74 FR 7774, 
Feb. 19, 2009; 76 FR 71876, Nov. 21, 2011; 79 FR 57332, Sept. 24, 2014; 
80 FR 14549, Mar. 19, 2015; 82 FR 14142, Mar. 17, 2017]



Sec. 232.12  Business hours of the Commission.

    (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 holidays, from 9 a.m. to 5:30 p.m., Eastern 
Standard Time or Eastern Daylight Saving Time, whichever is currently in 
effect, provided that hours for the filing of documents pursuant to the 
Acts or the rules and regulations thereunder are as set forth in 
paragraphs (b) and (c) of this section.
    (b) Submissions made in paper. Filers may submit paper documents 
filed with or otherwise furnished to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
    (c) Submissions by direct transmission. Electronic filings and other 
documents may be submitted by direct transmission, via dial-up modem or 
Internet, to the Commission each day, except Saturdays, Sundays and 
federal holidays, from 8 a.m. to 10 p.m., Eastern Standard Time or 
Eastern Daylight Saving Time, whichever is currently in effect.

[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 
59 FR 67761, Dec. 30, 1994; 65 FR 24800, Apr. 27, 2000; 65 FR 24800, 
Apr. 27, 2000; 68 FR 25799, May 13, 2003; 73 FR 32227, June 5, 2008]



Sec. 232.13  Date of filing; adjustment of filing date.

    (a) General. (1) Except as provided in paragraph (b) of this 
section, the business day on which a filing is received by the 
Commission shall be the date of filing thereof, if:
    (i) All requirements of the Acts and rules applicable to such filing 
have been complied with;
    (ii) The filing conforms to the applicable technical standards 
regarding electronic format in the EDGAR Filer Manual; and
    (iii) With respect to Securities Act filings, including filings 
under section 24(f) of the Investment Company Act (15 U.S.C. 80a-24(f)), 
the required fee payment has been confirmed, provided that the failure 
to pay an insignificant amount of the fee at the time of the filing, as 
a result of a bona fide error, shall not affect the date of filing.
    (2) If the conditions of paragraph (a)(1) of this section are 
otherwise satisfied, all filings submitted by direct transmission 
commencing on or before 5:30 p.m. Eastern Standard Time or Eastern 
Daylight Saving Time, whichever is currently in effect, shall be deemed 
filed on the same business day, and all filings submitted by direct 
transmission commencing after 5:30 p.m. Eastern Standard Time or Eastern 
Daylight Saving Time, whichever is currently in effect, shall be deemed 
filed as of the next business day.
    (3) Notwithstanding paragraph (a)(2) of this section, any 
registration statement or any post-effective amendment thereto filed 
pursuant to Rule 462(b) (Sec. 230.462(b) of this chapter) by direct 
transmission commending on or before 10 p.m. Eastern Standard Time or 
Eastern Daylight Savings Time, whichever is currently in effect, shall 
be deemed filed on the same business day.
    (4) Notwithstanding paragraph (a)(2) of this section, a Form 3, 4 or 
5 (Secs. 249.103, 249.104, and 249.105 of this chapter) or a Schedule 
14N (Sec. 240.14n-101 of this chapter) submitted by direct transmission 
on or before 10 p.m. Eastern Standard Time or Eastern Daylight Saving 
Time, whichever is currently in effect, shall be deemed filed on the 
same business day.

    Note: Electronic filings that have an automatic or immediate 
effective date must be

[[Page 808]]

deemed filed, as provided in paragraph (a) of this section, before any 
waiting period for automatic effectiveness commences or before the 
filing becomes immediately effective, whichever applies.

    (b) Adjustment of the filing date. If an electronic filer in good 
faith attempts to file a document with the Commission in a timely manner 
but the filing is delayed due to technical difficulties beyond the 
electronic filer's control, the electronic filer may request an 
adjustment of the filing date of such document. The Commission, or the 
staff acting pursuant to delegated authority, may grant the request if 
it appears that such adjustment is appropriate and consistent with the 
public interest and the protection of investors.
    (c) Payment of fees. Fees required with respect to a filing that is 
submitted electronically shall be paid in accordance with the procedures 
set forth in Instructions for Filing Fees--Rule 3a of the Commission's 
Informal and Other Procedures (Sec. 202.3a of this chapter).

    Note: All filing fees paid by electronic filers must be submitted to 
the lockbox depository, as provided in Rule 3a, including those 
pertaining to documents filed in paper pursuant to a hardship exemption.

    (d) Where the Commission's rules, schedules and forms provide that a 
document must be filed on the same day it is published, furnished, sent 
or given to security holders or others, an electronic filer may file the 
document with the Commission electronically before or on the date the 
document is published, furnished, sent or given, or if such publication 
or distribution does not occur during the official business hours of the 
Commission, as soon as practicable on the next business day. Any 
associated time periods shall be calculated on the basis of the 
publication or distribution date (as applicable), and not on the basis 
of the date of filing.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67761, Dec. 30, 1994; 
60 FR 26618, May 17, 1995; 62 FR 47938, Sept. 12, 1997; 64 FR 61451, 
Nov. 10, 1999; 68 FR 25799, May 13, 2003; 75 FR 56780, Sept. 16, 2010]



Sec. 232.14  Paper filings not accepted without exemption.

    The Commission will not accept in paper format any filing required 
to be submitted electronically under Rules 100 and 101 of Regulation S-T 
(Secs. 232.100 and 232.101 respectively), unless the filing satisfies 
the requirements for a temporary or continuing hardship exemption under 
Rule 201 or 202 of Regulation S-T (Secs. 232.201 or 232.202 
respectively).

[62 FR 58649, Oct. 30, 1997]

                     Electronic Filing Requirements



Sec. 232.100  Persons and entities subject to mandated electronic filing.

    The following persons or entities shall be subject to the electronic 
filing requirements of this part 232:
    (a) Registrants and other entities whose filings are subject to 
review by the Division of Corporation Finance;
    (b) Registrants whose filings are subject to review by the Division 
of Investment Management;
    (c) Persons or entities whose filings are subject to review by the 
Division of Market Regulation; and
    (d) Any party (including natural persons) that files a document 
jointly with, or as a third party filer with respect to, a person or 
entity that is subject to mandated electronic filing requirements.

[62 FR 36456, July 8, 1997, as amended at 67 FR 36699, May 24, 2002; 72 
FR 14417, Mar. 28, 2007; 73 FR 10616, Feb. 27, 2008]



Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) Mandated electronic submissions. (1) The following filings, 
including any related correspondence and supplemental information, 
except as otherwise provided, shall be submitted in electronic format:
    (i) Registration statements and prospectuses filed pursuant to the 
Securities Act (15 U.S.C. 77a, et seq.) or registration statements filed 
pursuant to Sections 12(b) or 12(g) of the Exchange Act (15 U.S.C. 
78l(b) or (g));
    (ii) Statements and applications filed with the Commission pursuant 
to the Trust Indenture Act (15 U.S.C. 77aaa et

[[Page 809]]

seq.), other than applications for exemptive relief filed pursuant to 
section 304 (15 U.S.C. 77ddd) and section 310 (15 U.S.C. 77jjj) of that 
Act;
    (iii) Statements, reports and schedules filed with the Commission 
pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act (15 
U.S.C. 78m, 78n, 78o(d) and 78p(a)), and proxy materials required to be 
furnished for the information of the Commission in connection with 
annual reports on Form 10-K (Sec. 249.310 of this chapter), or Form 10-
KSB (Sec. 249.310b of this chapter) filed pursuant to section 15(d) of 
the Exchange Act;

    Note 1. Electronic filers filing Schedules 13D and 13G with respect 
to foreign private issuers should include in the submission header all 
zeroes (i.e., 00-0000000) for the IRS tax identification number because 
the EDGAR system requires an IRS number tag to be inserted for the 
subject company as a prerequisite to acceptance of the filing.
    Note 2. Foreign private issuers must file or submit their Form 6-K 
reports (Sec. 249.306 of this chapter) in electronic format, except as 
otherwise permitted by paragraphs (b)(1) and (b)(7) of this section.

    (iv) Documents filed with the Commission pursuant to sections 8, 17, 
20, 23(c), 24(b), 24(e), 24(f), and 30 of the Investment Company Act (15 
U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(b), 80a-24(e), 80a-
24(f), and 80a-29) and any application for an order under any section of 
the Investment Company Act (15 U.S. C. 80a-1 et seq.);
    (v) Documents relating to offerings exempt from registration under 
the Securities Act filed with the Commission pursuant to Regulation E 
(Secs. 230.601-230.610a of this chapter);
    (vi) Form CB (Secs. 239.800 and 249.480 of this chapter) filed or 
submitted under Sec. 230.801 or 230.802 of this chapter or Sec. 240.13e-
4(h)(8), 240.14d-1(c), or 240.14e-2(d) of this chapter;
    (vii) Form F-X (Sec. 239.42 of this chapter) when filed in 
connection with a Form CB (Secs. 239.800 and 249.480 of this chapter) or 
a Form 1-A (Sec. 239.90 of this chapter);
    (viii) Form F-N (Sec. 239.43 of this chapter) filed by foreign banks 
and insurance companies and certain of their holding companies and 
finance subsidiaries under Sec. 230.489 of this chapter;
    (ix) Form ID (Secs. 239.63, 249.446, 269.7 and 274.402 of this 
chapter); the Form ID authenticating document required by Rule 10(b) of 
Regulation S-T (Sec. 232.10(b)) also shall be filed in electronic format 
as an uploaded Portable Document Format (PDF) attachment to the Form ID 
filing. Other related correspondence and supplemental information 
submitted after the Form ID filing shall not be submitted in electronic 
format;
    (x) Form 25 (Sec. 249.25 of this chapter);
    (xi) Form TA-1 (Sec. 249.100 of this chapter), Form TA-2 
(Sec. 249.102 of this chapter), and Form TA-W (Sec. 249.101 of this 
chapter);
    (xii) Forms 15 and 15F (Sec. 249.323 and Sec. 249.324 of this 
chapter);
    (xiii) Form D (Sec. 239.500 of this chapter).
    (xiv) Form NRSRO (Sec. 249b.300 of this chapter), and the 
information and documents in Exhibits 1 through 9 to Form NRSRO, filed 
with or furnished to, as applicable, the Commission under Sec. 240.17g-
1(e), (f), and (g) of this chapter and the annual reports filed with or 
furnished to, as applicable, the Commission under Sec. 240.17g-3 of this 
chapter. The filings or furnishings must be made on EDGAR as PDF 
documents in the format required by the EDGAR Filer Manual, as defined 
in Rule 11 of Regulation S-T (Sec. 232.11). Notwithstanding Rule 104 of 
Regulation S-T (Sec. 232.104), the PDF documents filed or furnished 
under this paragraph will be considered as officially filed with or 
furnished to, as applicable, the Commission.
    (xv) Form ABS-EE (Sec. 249.1401 of this chapter);
    (xvi) Form ABS-15G (as defined in Sec. 249.1400 of this chapter);
    (xvii) Documents filed with the Commission pursuant to section 13(n) 
of the Exchange Act (15 U.S.C. 78m(n)) and the rules and regulations 
thereunder, including Form SDR (17 CFR 249.1500) and reports filed 
pursuant to Rules 13n-11(d) and (f) (17 CFR 240.13n-11(d) and (f)) under 
the Exchange Act;
    (xviii) Filings made pursuant to Regulation A (Secs. 230.251 through 
230.262 of this chapter); and
    (xix) Form C (Sec. 239.900 of this chapter). Exhibits to Form C 
(Sec. 239.900 of this chapter) may be filed on EDGAR as PDF documents in 
the format required by the EDGAR Filer Manual, as

[[Page 810]]

defined in Rule 11 of Regulation S-T (Sec. 232.11 of this chapter). 
Notwithstanding Rule 104 of Regulation S-T (Sec. 232.104 of this 
chapter), the PDF documents filed under this paragraph will be 
considered as officially filed with the Commission; and
    (xx) Form Funding Portal (Sec. 249.2000 of this chapter). Exhibits 
and attachments to Form Funding Portal (Sec. 249.2000 of this chapter) 
may be filed on EDGAR as PDF documents in the format required by the 
EDGAR Filer Manual, as defined in Rule 11 of Regulation S-T (Sec. 232.11 
of this chapter). Notwithstanding Rule 104 of Regulation S-T 
(Sec. 232.104 of this chapter), the PDF documents filed under this 
paragraph will be considered as officially filed with the Commission.
    (2) The following amendments to filings and applications, including 
any related correspondence and supplemental information except as 
otherwise provided, shall be submitted as follows:
    (i) Any amendment to a filing or application submitted by or 
relating to a registrant or an applicant that is required to file 
electronically, including any amendment to a paper filing or 
application, shall be submitted in electronic format;
    (ii) The first electronic amendment to a paper format Schedule 13D 
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102 of 
this chapter), shall restate the entire text of the Schedule 13D or 13G, 
but previously filed paper exhibits to such Schedules are not required 
to be restated electronically. See Rule 102 (Sec. 232.102) regarding 
amendments to exhibits previously filed in paper format. Notwithstanding 
the foregoing, if the sole purpose of filing the first electronic 
Schedule 13D or 13G amendment is to report a change in beneficial 
ownership that would terminate the filer's obligation to report, the 
amendment need not include a restatement of the entire text of the 
Schedule being amended.
    (3) Supplemental information, including documents related to 
applications under any section of the Investment Company Act, shall be 
submitted in electronic format except as provided in paragraph (c)(2) of 
this section. The information shall be stored in the non-public EDGAR 
data storage area as correspondence. Supplemental information that is 
submitted in electronic format shall not be returned.

    Note to paragraph (a)(3): Failure to submit a required electronic 
filing pursuant to this paragraph (a), as well as any required 
confirming electronic copy of a paper filing made in reliance on a 
hardship exemption, as provided in Rules 201 and 202 of Regulation S-T 
(Secs. 232.201 and 232.202), will result in ineligibility to use Forms 
S-2, S-3, S-8, SF-3, F-2 and F-3 (see Secs. 239.12, 239.13, 239.16b, 
239.32, 239.33 and 239.45 of this chapter, respectively), restrict 
incorporation by reference of the document submitted in paper (see Rule 
303 of Regulation S-T (Sec. 232.303)), or toll certain time periods 
associated with tender offers (see Rule 13e-4(f)(12) (Sec. 240.13e-
4(f)(12) of this chapter) and Rule 14e-1(e) (Sec. 240.14e-1(e) of this 
chapter)).

    (b) Permitted electronic submissions. The following documents may be 
submitted to the Commission in electronic format, at the option of the 
electronic filer:
    (1) Annual reports to security holders furnished for the information 
of the Commission under Sec. 240.14a-3(c) of this chapter or 
Sec. 240.14c-3(b) of this chapter, under the requirements of Form 10-K 
or Form 10-KSB (Secs. 249.310 or 249.310b of this chapter) filed by 
registrants under Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or by 
foreign private issuers filed on Form 6-K (Sec. 249.306 of this chapter) 
under Sec. 240.13a-16 of this chapter or Sec. 240.15d-16 of this 
chapter;
    (2) Notices of exempt solicitation furnished for the information of 
the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this 
chapter) and notices of exempt preliminary roll-up communications 
furnished for the information of the Commission pursuant to Rule 14a-
6(n) (Sec. 240.14a-6(n) of this chapter);
    (3) Form 11-K (Sec. 249.311 of this chapter). Registrants who 
satisfy their Form 11-K filing obligations by filing amendments to Forms 
10-K or 10-KSB, as provided by Rule 15d-21 (Sec. 240.15d-21 of this 
chapter), also may choose to file such amendments in paper or electronic 
format;
    (4) Form 144 (Sec. 239.144 of this chapter), where the issuer of the 
securities is subject to the reporting requirements of Section 13 or 
15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively);

[[Page 811]]

    (5) Periodic reports and reports with respect to distributions of 
primary obligations filed by:
    (i) The International Bank for Reconstruction and Development under 
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a)) 
and part 285 of this chapter;
    (ii) The Inter-American Development Bank under Section 11(a) of the 
Inter-American Development Bank Act (22 U.S.C. 283h(a)) and part 286 of 
this chapter;
    (iii) The Asian Development Bank under Section 11(a) of the Asian 
Development Bank Act (22 U.S.C. 285h(a)) and part 287 of this chapter;
    (iv) The African Development Bank under Section 9(a) of the African 
Development Bank Act (22 U.S.C. 290i-9(a)) and part 288 of this chapter;
    (v) The International Finance Corporation under Section 13(a) of the 
International Finance Corporation Act (22 U.S.C. 282k(a)) and part 289 
of this chapter; and
    (vi) The European Bank for Reconstruction and Development under 
Section 9(a) of the European Bank for Reconstruction and Development Act 
(22 U.S.C. 290l-7(a)) and part 290 of this chapter;
    (6) A report or other document submitted by a foreign private issuer 
under cover of Form 6-K (Sec. 249.306 of this chapter) that the issuer 
must furnish and make public under the laws of the jurisdiction in which 
the issuer is incorporated, domiciled or legally organized (the foreign 
private issuer's ``home country''), or under the rules of the home 
country exchange on which the issuer's securities are traded, as long as 
the report or other document is not a press release, is not required to 
be and has not been distributed to the issuer's security holders, and, 
if discussing a material event, has already been the subject of a Form 
6-K or other Commission filing or submission on EDGAR;
    (7)-(8) [Reserved]
    (9) Documents filed with the Commission pursuant to section 33 of 
the Investment Company Act (15 U.S.C. 80a-32); and
    (c) Documents to be submitted in paper only. Except as otherwise 
specified in paragraph (d) of this section, the following shall not be 
submitted in electronic format:
    (1)(i) Confidential treatment requests and the information with 
respect to which confidential treatment is requested;
    (ii) Preliminary proxy materials and information statements with 
respect to a matter specified in Item 14 of Schedule 14A (Sec. 240.14a-
101 of this chapter) for which confidential treatment has been requested 
in the manner prescribed by Rule 14a-6(e)(2) (Sec. 240.14a-6(e)(2) of 
this chapter) or Rule 14c-5(d)(2) (Sec. 240.14c-5(d)(2) of this 
chapter);
    (2) Supplemental information, if the submitter requests that the 
information be protected from public disclosure under the Freedom of 
Information Act (5 U.S.C. 552) pursuant to a request for confidential 
treatment under Rule 83 (Sec. 200.83 of this chapter) or if the 
submitter requests that the information be returned after staff review 
and the information is of the type typically returned by the staff 
pursuant to Rule 418(b) of Regulation C (Sec. 230.418(b) of this 
chapter) or Rule 12b-4 of Regulation 12B (Sec. 240.12b-4 of this 
chapter);
    (3) Shareholder proposals and all related correspondence submitted 
pursuant to Rule 14a-8 of the Exchange Act (Sec. 240.14a-8 of this 
chapter);
    (4) No-action and interpretive letter requests (Sec. 200.81 of this 
chapter and 15 U.S.C. 78l(h));
    (5) Applications for exemptive relief filed pursuant to Sections 304 
and 310 of the Trust Indenture Act;
    (6) Filings on Form 144 (Sec. 239.144 of this chapter) where the 
issuer of the securities is not subject to the reporting requirements of 
section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), 
respectively).
    (7) Promotional and sales material submitted pursuant to Securities 
Act Industry Guide 5 (Sec. 229.801(e) of this chapter) or otherwise 
supplementally furnished for review by the staff of the Division of 
Corporation Finance;
    (8) Documents and symbols in a foreign language (see Rule 306 of 
Regulation S-T (Sec. 232.306));
    (9) Exchange Act filings submitted to the Division of Market 
Regulation other than those that are submitted in electronic format as 
mandated or permitted electronic submissions under

[[Page 812]]

paragraph (a) and (b) of this section or that are submitted 
electronically in a filing system other than EDGAR.
    (10) Documents relating to investigations and litigation submitted 
pursuant to the Subpart D of Part 201 of this chapter;
    (11)-(14) [Reserved]
    (15) Annual reports filed with the Commission by indenture trustees 
pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm); 
and
    (16) Applications for an exemption from Exchange Act reporting 
obligations filed pursuant to Section 12(h) of the Exchange Act (15 
U.S.C. 78l(h)).
    (d) All documents, including any information with respect to which 
confidential treatment is requested, filed pursuant to section 13(n) of 
the Exchange Act (15 U.S.C. 78m(n)) and the rules and regulations 
thereunder shall be filed in electronic format.

[58 FR 14670, Mar. 18, 1993; 58 FR 26383, May 3, 1993]

    Editorial Note: For Federal Register citations affecting 
Sec. 232.101, see the List of CFR Sections Affected, which appears in 
the Finding Aids section of the printed volume and at www.fdsys.gov.



Sec. 232.102  Exhibits.

    (a) Exhibits to an electronic filing that have not previously been 
filed with the Commission shall be filed in electronic format, absent a 
hardship exemption. Previously filed exhibits, whether in paper or 
electronic format, may be incorporated by reference into an electronic 
filing to the extent permitted by Sec. 229.10(d) of this chapter, Rule 
411 under the Securities Act (Sec. 230.411 of this chapter), Rule 12b-23 
or 12b-32 under the Exchange Act (Sec. 240.12b-23 or Sec. 240.12b-32 of 
this chapter), Rules 0-4, 8b-23, and 8b-32 under the Investment Company 
Act (Secs. 270.0-4, 270.8b-23 and 270.8b-32 of this chapter) and Rule 
303 of Regulation S-T (Sec. 232.303). An electronic filer may, at its 
option, restate in electronic format any exhibit incorporated by 
reference that originally was filed in paper format.

    Note to paragraph (a): Exhibits to a Commission schedule filed 
pursuant to Section 13 or 14(d) of the Exchange Act may be filed in 
paper under cover of Form SE where such exhibits previously were filed 
in paper (prior to a registrant's becoming subject to mandated 
electronic filing or pursuant to a hardship exemption) and are required 
to be refiled pursuant to the schedule's general instructions. See Rule 
311(b) of Regulation S-T (17 CFR 232.311(b)).

    (b) Amendments to all exhibits shall be filed in electronic format, 
absent a hardship exemption.
    (c) Notwithstanding any other provision of this section, an 
electronic filer shall, upon amendment, restate in electronic format its 
articles of incorporation, by-laws or investment advisory agreement (in 
the case of a registered investment company or a business development 
company).
    (d) Each electronic filing requiring exhibits must include an 
exhibit index which must appear before the required signatures in the 
document. The index must list each exhibit filed, whether filed 
electronically or in paper. For electronic filings on Form F-10 
(Sec. 239.40 of this chapter), Form 20-F (Sec. 249.220f of this 
chapter), or filings subject to Item 601 of Regulation S-K (Sec. 229.601 
of this chapter), each exhibit identified in the exhibit index (other 
than an exhibit filed in eXtensible Business Reporting Language or an 
exhibit that is filed with Form ABS-EE (Sec. 249.1401 of this chapter)) 
must include an active link to an exhibit that is filed with the 
document or, if the exhibit is incorporated by reference, an active 
hyperlink to the exhibit separately filed on EDGAR. Whenever a filer 
files an exhibit in paper pursuant to a temporary or continuing hardship 
exemption (Sec. 232.201 or Sec. 232.202) or pursuant to Sec. 232.311, 
the filer must place the letter ``P'' next to the listed exhibit in the 
exhibit index of the electronic filing to reflect the fact that the 
filer filed the exhibit in paper. In addition, if the exhibit is filed 
in paper pursuant to Sec. 232.311, the filer must place the designation 
``Rule 311'' next to the letter ``P'' in the exhibit index. If the 
exhibit is filed in paper pursuant to a temporary or continuing hardship 
exemption, the filer must place the letters ``TH'' or ``CH,'' 
respectively, next to the letter ``P'' in the exhibit index. Whenever an 
electronic confirming copy of an exhibit is filed pursuant to a hardship 
exemption (Sec. 232.201 or Sec. 232.202(d)), the exhibit

[[Page 813]]

index should specify where the confirming electronic copy can be 
located; in addition, the designation ``CE'' (confirming electronic) 
should be placed next to the listed exhibit in the exhibit index.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, any incorporation by reference by a registered investment 
company or a business development company must relate only to documents 
that have been filed in electronic format on the EDGAR system, unless 
the document has been filed in paper under a hardship exemption 
(Sec. 232.201 or Sec. 232.202) and any required confirming electronic 
copy has been submitted.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 
60 FR 32824, June 23, 1995; 62 FR 36457, July 8, 1997; 64 FR 27894, May 
21, 1999; 70 FR 43569, July 27, 2005; 76 FR 71876, Nov. 21, 2011; 82 FR 
14142, Mar. 17, 2017]



Sec. 232.103  Liability for transmission errors or omissions in documents
filed via EDGAR.

    An electronic filer shall not be subject to the liability and anti-
fraud provisions of the federal securities laws with respect to an error 
or omission in an electronic filing resulting solely from electronic 
transmission errors beyond the control of the filer, where the filer 
corrects the error or omission by the filing of an amendment in 
electronic format as soon as reasonably practicable after the electronic 
filer becomes aware of the error or omission.

[65 FR 24800, Apr. 27, 2000]



Sec. 232.104  Unofficial PDF copies included in an electronic submission.

    (a) An electronic submission, other than a Form 3 (Sec. 249.103 of 
this chapter), a Form 4 (Sec. 249.104 of this chapter), a Form 5 
(Sec. 249.105 of this chapter), a Form ID (Secs. 239.63, 249.446, 269.7 
and 274.402 of this chapter), a Form TA-1 (Sec. 249.100 of this 
chapter), a Form TA-2 (Sec. 249.102 of this chapter), a Form TA-W 
(Sec. 249.101 of this chapter) or a Form D (Sec. 239.500 of this 
chapter), may include one unofficial PDF copy of each electronic 
document contained within that submission, tagged in the format required 
by the EDGAR Filer Manual.
    (b) Except as provided in paragraphs (c) and (f) of this section, 
each unofficial PDF copy must be substantively equivalent to its 
associated electronic document contained in the electronic submission. 
An unofficial PDF copy may contain graphic and image material (but not 
animated graphics, or audio or video material), notwithstanding the fact 
that its HTML or ASCII document counterpart may not contain such 
material but instead may contain a fair and accurate narrative 
description or tabular representation of any omitted graphic or image 
material.
    (c) If a filer omits an unofficial PDF copy from, or submits one or 
more flawed unofficial PDF copies in, the electronic submission of an 
official filing, the filer may add or resubmit an unofficial PDF copy by 
electronically submitting an amendment to the filing to which it 
relates. The amendment must include an explanatory note that the purpose 
of the amendment is to add or to correct an unofficial PDF copy.
    (1) If such an amendment is filed, the official amendment may 
consist solely of the cover page (or first page of the document), the 
explanatory note, and the signature page and exhibit index (where 
appropriate). The corresponding unofficial copy must include the 
complete text of the official filing document for which the amendment is 
being submitted.
    (2) If the amendment is being filed to add or resubmit an unofficial 
PDF copy of one or more exhibits, the submission may consist of the 
following: the official filing--consisting of the cover page (or first 
page of the document), the explanatory note, the signature page (where 
appropriate), the exhibit index, and a separate electronic exhibit 
document for each exhibit for which an unofficial PDF copy is being 
submitted--and the corresponding unofficial PDF copy of each exhibit 
document. However, the text of the official exhibit document need not 
repeat the text of the exhibit; that document may contain only the 
following legend:

RESUBMITTED TO ADD/REPLACE UNOFFICIAL PDF COPY OF EXHIBIT.

    (d) An unofficial PDF copy is not filed for purposes of section 11 
of the

[[Page 814]]

Securities Act (15 U.S.C. 77k), section 18 of the Exchange Act (15 
U.S.C. 78r), section 323 of the Trust Indenture Act (15 U.S.C. 77www), 
or section 34(b) of the Investment Company Act (15 U.S.C. 80a-33(b)), or 
otherwise subject to the liabilities of such sections, and is not part 
of any registration statement to which it relates. An unofficial PDF 
copy is, however, subject to all other civil liability and anti-fraud 
provisions of the above Acts or other laws.
    (e) Unofficial PDF copies that are prospectuses are subject to 
liability under Section 12 of the Securities Act (15 U.S.C. 77l).
    (f) An unofficial PDF copy of a correspondence document contained in 
an electronic submission need not be substantively equivalent to that 
correspondence document.

[64 FR 27895, May 21, 1999, as amended at 65 FR 24800, Apr. 27, 2000; 68 
FR 25799, May 13, 2003; 69 FR 22709, Apr. 26, 2004; 71 FR 74708, Dec. 
12, 2006; 73 FR 10616, Feb. 27, 2008; 76 FR 71876, Nov. 21, 2011]



Sec. 232.105  Use of HTML and hyperlinks.

    (a) Electronic filers must submit the following documents in ASCII: 
Form N-SAR (Sec. 274.101 of this chapter) and Form 13F (Sec. 249.325 of 
this chapter). Notwithstanding the provisions of this section, 
electronic filers may submit exhibits to Form N-SAR in HTML.
    (b) Electronic filers may not include in any HTML document 
hyperlinks to sites, locations, or documents outside the HTML document, 
except links to officially filed documents within the current submission 
and to documents previously filed electronically and located in the 
EDGAR database on the Commission's public Web site (www.sec.gov). 
Electronic filers also may include within an HTML document links to 
different sections within that single HTML document.
    (c) If a filer includes an external hyperlink within a filed 
document, the information contained in the linked material will not be 
considered part of the document for determining compliance with 
reporting obligations, but the inclusion of the link will cause the 
filer to be subject to the civil liability and antifraud provisions of 
the federal securities laws with reference to the information contained 
in the linked material.
    (d) Electronic filers submitting Form F-10 (Sec. 239.40 of this 
chapter), Form 20-F (Sec. 249.220f of this chapter), or a registration 
statement or report subject to Item 601 of Regulation S-K (Sec. 229.601 
of this chapter), must submit such registration statement or report in 
HTML and each exhibit identified in the exhibit index (other than an 
exhibit filed in eXtensible Business Reporting Language or an exhibit 
filed with Form ABS-EE (Sec. 249.1401 of this chapter)) must include an 
active link to an exhibit that is filed with the registration statement 
or report or, if the exhibit is incorporated by reference, an active 
hyperlink to the exhibit separately filed on EDGAR, unless such exhibit 
is filed in paper pursuant to a temporary or continuing hardship 
exemption under Rules 201 or 202 of Regulation S-T (Sec. 232.201 or 
Sec. 232.202) or pursuant to Rule 311 of Regulation S-T (Sec. 232.311).

    Instructions to paragraph (d): (1) No hyperlink is required for any 
exhibit incorporated by reference that has not been filed with the 
Commission in electronic format.

    (2) An electronic filer must correct an inaccurate or nonfunctioning 
link or hyperlink to an exhibit, in the case of a registration statement 
that is not yet effective, by filing an amendment to the registration 
statement containing the inaccurate or nonfunctioning link or hyperlink; 
or, in the case of a registration statement that has become effective or 
an Exchange Act report, an electronic filer must correct the inaccurate 
or nonfunctioning link or hyperlink in the next Exchange Act periodic 
report that requires, or includes, an exhibit pursuant to Item 601 of 
Regulation S-K (Sec. 229.601 of this chapter) or, in the case of a 
foreign private issuer (as defined in Sec. 229.405 of this chapter), 
Form 20-F (Sec. 249.220f of this chapter) or Form F-10 (Sec. 239.40 of 
this chapter). Alternatively, an electronic filer may correct an 
inaccurate or nonfunctioning link or hyperlink in a registration 
statement that has become effective by filing a

[[Page 815]]

post-effective amendment to the registration statement.

[65 FR 24800, Apr. 27, 2000, as amended at 82 FR 14142, Mar. 17, 2017]

    Effective Date Note: At 81 FR 82019, Nov. 18, 2016, Sec. 232.105 was 
amended by removing and reserving paragraph (a), effective June 1, 2018.



Sec. 232.106  Prohibition against electronic submissions containing
executable code.

    (a) Electronic submissions must not contain executable code. 
Attempted submissions identified as containing executable code will be 
suspended, unless the executable code is contained only in one or more 
PDF documents, in which case the submission will be accepted but the PDF 
document(s) containing executable code will be deleted and not 
disseminated.
    (b) If an electronic submission has been accepted, and the 
Commission staff later determines that the accepted submission contains 
executable code, the staff may delete from the EDGAR system the entire 
accepted electronic submission or any document contained in the accepted 
electronic submission. The Commission staff may direct the electronic 
filer to resubmit electronically replacement document(s) or a 
replacement submission in its entirety, in compliance with this 
provision and the EDGAR Filer Manual.

    Note to Sec. 232.106: A violation of this section or the relevant 
EDGAR Filer Manual section also may be a violation of the Computer Fraud 
and Abuse Act of 1986, as amended, and other statutes and laws.

[64 FR 27895, May 21, 1999]

                           Hardship Exemptions



Sec. 232.201  Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
electronic filing, other than a Form 3 (Sec. 249.103 of this chapter), a 
Form 4 (Sec. 249.104 of this chapter), a Form 5 (Sec. 249.105 of this 
chapter), a Form ID (Secs. 239.63, 249.446, 269.7 and 274.402 of this 
chapter), a Form TA-1 (Sec. 249.100 of this chapter), a Form TA-2 
(Sec. 249.102 of this chapter), a Form TA-W (Sec. 249.101 of this 
chapter), a Form D (Sec. 239.500 of this chapter), an application for an 
order under any section of the Investment Company Act (15 U.S.C. 80a-1 
et seq.), an Interactive Data File (Sec. 232.11), or an Asset Data File 
(as defined in Sec. 232.11), the electronic filer may file the subject 
filing, under cover of Form TH (Secs. 239.65, 249.447, 269.10 and 
274.404 of this chapter), in paper format no later than one business day 
after the date on which the filing was to be made.
    (1) An electronic imaged copy of the paper format document shall be 
the official filing for purposes of the federal securities laws.
    (2) The following legend shall be set forth in capital letters on 
the cover page of the paper format document:

IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS (specify document) 
IS BEING FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION

    (3) Signatures to the paper format document may be in typed form 
rather than manual format. See Rule 302 of Regulation S-T 
(Sec. 232.302). All other requirements relating to paper format filings 
shall be satisfied.
    (4) If the exemption pertains to a document filed pursuant to 
section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m and 78o(d)) or 
section 30 of the Investment Company Act and the paper format document 
is filed in the manner specified in paragraph (a) of this section, the 
filing shall be deemed to have been filed by its required due date.

    Notes to paragraph (a): 1. Where a temporary hardship exemption 
relates to an exhibit only, the filer must file the paper format exhibit 
and a Form TH (Secs. 239.65, 249.447, 269.10, and 274.404 of this 
chapter) under cover of Form SE (Secs. 239.64, 249.444, 269.8, and 
274.403 of this chapter).
    2. Filers unable to submit a report within a prescribed time period 
because of electronic difficulties shall comply with the provisions of 
this section and shall not use Form 12b-25 (Sec. 249.322 of this 
chapter) as a notification of late filing.

    (b) An electronic format copy of the filed paper format document 
shall be submitted to the Commission within six business days of filing 
the paper format document. The electronic format version shall contain 
the following

[[Page 816]]

statement in capital letters at the top of the first page of the 
document:

THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) 
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

    Note 1 to paragraph (b): Failure to submit the confirming electronic 
copy of a paper filing made in reliance on the temporary hardship 
exemption, as required in paragraph (b) of this section, will result in 
ineligibility to use Forms S-2, S-3, S-8, F-2, F-3 and SF-3 (see 
Secs. 239.12, 239.13, 239.16b, 239.32, 239.33 and 239.45 of this chapter 
respectively), restrict incorporation by reference of the document 
submitted in paper (see Rule 303 of Regulation S-T (Sec. 232.303)), and 
toll certain time periods associated with tender offers (see Rule 13e-
4(f)(12) (Sec. 240.13e-4(f)(12) of this chapter) and Rule 14e-1(e) 
(Sec. 240.14e-1(e) of this chapter).
    Note 2 to paragraph (b): If the exemption relates to an exhibit 
only, the requirement to submit a confirming electronic copy shall be 
satisfied by refiling the exhibit in electronic format in an amendment 
to the filing to which it relates. The confirming copy tag should not be 
used. The amendment should note that the purpose of the amendment is to 
add an electronic copy of an exhibit previously filed in paper pursuant 
to a temporary hardship exemption.

    (c) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and--
    (1) Submission of an Interactive Data File (Sec. 232.11) as an 
exhibit as required pursuant to Rule 405 of Regulation S-T 
(Sec. 232.405), the electronic filer still can timely satisfy the 
requirement to submit the Interactive Data File in the following manner:
    (i) Substitute for the Interactive Data File in the required exhibit 
a document that sets forth the following legend:

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 
OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS 
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and

    (ii) Submit the required Interactive Data File no later than six 
business days after the Interactive Data File originally was required to 
be submitted.
    (2) Posting on its corporate Web site of an Interactive Data File as 
required pursuant to Rule 405 of Regulation S-T, the electronic filer 
still can timely satisfy the requirement to post the Interactive Data 
File by so posting the Interactive Data File within six business days 
after the Interactive Data File was required to be submitted to the 
Commission.

    Note to paragraph (c): Electronic filers unable to submit or post, 
as applicable, the Interactive Data File under the circumstances 
specified by paragraph (c), must comply with the provisions of this 
section and cannot use Form 12b-25 (Sec. 249.322 of this chapter) as a 
notification of late filing. Failure to submit or post, as applicable, 
the Interactive Data File as required by the end of the six-business-day 
period specified by paragraph (c) of this section will result in 
ineligibility to use Forms S-3, S-8 and F-3 (Secs. 239.13, 239.16b, and 
239.33 of this chapter) and constitute a failure to have filed all 
required reports for purposes of the current public information 
requirements of Rule 144(c)(1) (Sec. 230.144(c)(1) of this chapter).

    (d) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
Asset Data File (as defined in Sec. 232.11) and any asset related 
document pursuant to Items 601(b)(102) and 601(b)(103) 
(Secs. 229.601(b)(102) and 229.601(b)(103) of this chapter) the 
electronic filer still can timely satisfy the requirement to submit the 
Asset Data File or any asset related document in the following manner 
by:
    (1) Posting on a Web site the Asset Data File and any asset related 
documents unrestricted as to access and free of charge;
    (2) Substituting for the Asset Data File and any asset related 
documents in the required Form ABS-EE (Sec. 249.1401 of this chapter), a 
statement specifying the Web site address and that sets forth the 
following legend; and

    IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 
201 OF REGULATION S-T, THE DATE BY WHICH THE ASSET DATA FILE IS REQUIRED 
TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

    (3) Submitting the required Asset Data File and asset related 
documents no later than six business days after

[[Page 817]]

the Asset Data File originally was required to be submitted.

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36457, July 8, 1997; 68 
FR 25799, May 13, 2003; 69 FR 22710, Apr. 26, 2004; 70 FR 43569, July 
27, 2005; 71 FR 74708, Dec. 12, 2006; 73 FR 10616, Feb. 27, 2008; 73 FR 
65525, Nov. 4, 2008; 74 FR 6813, Feb. 10, 2009; 74 FR 15667, Apr. 7, 
2009; 76 FR 71876, Nov. 21, 2011; 79 FR 57332, Sept. 24, 2014; 80 FR 
6652, Feb. 6, 2015]



Sec. 232.202  Continuing hardship exemption.

    (a) An electronic filer may apply in writing for a continuing 
hardship exemption if all or part of a filing, group of filings or 
submission, other than a Form ID (Secs. 239.63, 249.446, 269.7, and 
274.402 of this chapter), a Form D (Sec. 239.500 of this chapter), or an 
Asset Data File (Sec. 232.11), otherwise to be filed or submitted in 
electronic format or, in the case of an Interactive Data File 
(Sec. 232.11), to be posted on the electronic filer's corporate Web 
site, cannot be so filed, submitted or posted, as applicable, without 
undue burden or expense. Such written application shall be made at least 
ten business days before the required due date of the filing(s), 
submission(s) or posting or the proposed filing, submission, or posting 
date, as appropriate, or within such shorter period as may be permitted. 
The written application shall contain the information set forth in 
paragraph (b) of this section.
    (1) The application shall not be deemed granted until the applicant 
is notified by the Commission or the staff.
    (2) If the Commission, or the staff acting pursuant to delegated 
authority, denies the application for a continuing hardship exemption, 
the electronic filer shall file or submit the required document or 
Interactive Data File in electronic format or post the Interactive Data 
File on its corporate Web site, as applicable, on the required due date 
or the proposed filing, submission, or posting date, or such other date 
as may be permitted.
    (3) If the Commission, or the staff acting pursuant to delegated 
authority, determines that the grant of the exemption is appropriate and 
consistent with the public interest and the protection of investors and 
so notifies the applicant, the electronic filer shall follow the 
procedures set forth in paragraph (c) of this section.
    (b) The request for the continuing hardship exemption shall include, 
but not be limited to, the following:
    (1) The reason(s) that the necessary hardware and software is not 
available without unreasonable burden and expense;
    (2) The burden and expense involved to employ alternative means to 
make the electronic submission or posting, as applicable; and/or
    (3) The reasons for not submitting electronically the document, 
group of documents or Interactive Data File or not posting the 
Interactive Data File, as well as the justification for the requested 
time period.
    (c) If the request is granted with respect to:
    (1) Electronic filing of a document or group of documents, not 
electronic submission or posting of an Interactive Data File, then the 
electronic filer shall submit the document or group of documents for 
which the continuing hardship exemption is granted in paper format on 
the required due date specified in the applicable form, rule or 
regulation, or the proposed filing date, as appropriate and the 
following legend shall be placed in capital letters at the top of the 
cover page of the paper format document(s):

IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS (specify document) 
IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.

    (2) Electronic submission of an Interactive Data File, then the 
electronic filer shall substitute for the Interactive Data File in the 
exhibit in which it was required a document that sets forth one of the 
following legends, as appropriate:

IN ACCORDANCE WITH A CONTINUING HARDSHIP EXEMPTION OBTAINED UNDER RULE 
202 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS 
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED TO (specify date); or
IN ACCORDANCE WITH A CONTINUING HARDSHIP EXEMPTION OBTAINED UNDER RULE 
202 OF REGULATION S-T, THE INTERACTIVE DATA FILE IS NOT REQUIRED TO BE 
SUBMITTED.


[[Page 818]]


    (3) Web site posting by an electronic filer of its Interactive Data 
File, the electronic filer need not post on its Web site any statement 
with regard to the grant of the request.
    (d) If a continuing hardship exemption is granted for a limited 
period of time for:
    (1) Electronic filing of a document or group of documents, not 
electronic submission or posting of an Interactive Data File, then the 
grant may be conditioned upon the filing of the document or group of 
documents that is the subject of the exemption in electronic format upon 
the expiration of the period for which the exemption is granted. The 
electronic format version shall contain the following statement in 
capital letters at the top of the first page of the document:

THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) 
PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION.

    (2) Electronic submission or posting of an Interactive Data File, 
then the grant may be conditioned upon the electronic submission and 
posting, as applicable, of the Interactive Data File that is the subject 
of the exemption upon the expiration of the period for which the 
exemption is granted.

    Note 1 to Sec. 232.202: Where a continuing hardship exemption is 
granted with respect to an exhibit only, the paper format exhibit shall 
be filed under cover of Form SE (Secs. 239.64, 249.444, 269.8 and 
274.403 of this chapter).
    Note 2 to Sec. 232.202: If the exemption relates to an exhibit only 
and a confirming electronic copy of the exhibit is required to be 
submitted, the exhibit should be refiled in electronic format in an 
amendment to the filing to which it relates. The confirming copy tag 
should not be used. The amendment should note that the purpose of the 
amendment is to add an electronic copy of an exhibit previously filed in 
paper pursuant to a continuing hardship exemption.
    Note 3 to Sec. 232.202: Failure to submit a required confirming 
electronic copy of a paper filing made in reliance on a continuing 
hardship exemption granted pursuant to paragraph (d) of this section 
will result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3 
(see, Secs. 239.12, 239.13, 239.16b, 239.32 and 239.33, respectively), 
restrict incorporation by reference of the document submitted in paper 
(see Rule 303 of Regulation S-T (Sec. 232.303), and toll certain time 
periods associated with tender offers (see Rule 13e-4(f)(12) 
(Sec. 240.13e-4(f)(12)) and Rule 14e-1(e) (Sec. 240.14e-1(e))).
    Note 4 to Sec. 232.202: Failure to submit or post, as applicable, 
the Interactive Data File as required by Rule 405 by the end of the 
continuing hardship exemption if granted for a limited period of time, 
will result in ineligibility to use Forms S-3, S-8, and F-3 
(Secs. 239.13, 239.16b and 239.33 of this chapter), constitute a failure 
to have filed all required reports for purposes of the current public 
information requirements of Rule 144(c)(1) (Sec. 230.144(c)(1) of this 
chapter), and, pursuant to Rule 485(c)(3), suspend the ability to file 
post-effective amendments under Rule 485(b) (Sec. 230.485 of this 
chapter).

[58 FR 14670, Mar. 18, 1993, as amended at 62 FR 36457, July 8, 1997; 69 
FR 22710, Apr. 26, 2004; 73 FR 10616, Feb. 27, 2008; 74 FR 6813, Feb. 
10, 2009; 74 FR 15667, Apr. 7, 2009; 74 FR 7774, Feb. 19, 2009; 76 FR 
71876, Nov. 21, 2011; 79 FR 57332, Sept. 24, 2014]

                  Preparation of Electronic Submissions



Sec. 232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 30 (March 2018). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 45 (March 2018). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer Manual, 
Volume III: ``N-SAR Supplement,'' Version 6 (January 2017). All of these 
provisions have been incorporated by reference into the Code of Federal 
Regulations, which action was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must 
comply with these requirements in order for documents to be timely 
received and accepted. The EDGAR Filer Manual is available for website 
viewing and printing; the address for the Filer Manual is https://
www.sec.gov/info/edgar/edmanuals.htm. You can obtain paper copies of the 
EDGAR Filer Manual

[[Page 819]]

from the following address: Public Reference Room, U.S. Securities and 
Exchange Commission, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. You can also 
inspect the document at the National Archives and Records Administration 
(NARA). For information on the availability of this material at NARA, 
call 202-741-6030, or go to: https://www.archives.gov/federal-register/
cfr/ibr-locations.html.

[83 FR 11638, Mar. 16, 2018]

    Effective Date Note: At 81 FR 82019, Nov. 18, 2016, Sec. 232.301 was 
amended by removing the fourth sentence, ``Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer Manual, 
Volume III: ``N-SAR Supplement,'' Version 5 (September 2015)'', 
effective June 1, 2018.



Sec. 232.302  Signatures.

    (a) Required signatures to, or within, any electronic submission 
(including, without limitation, signatories within the certifications 
required by Secs. 240.13a-14, 240.15d-14 and 270.30a-2 of this chapter) 
must be in typed form rather than manual format. Signatures in an HTML 
document that are not required may, but are not required to, be 
presented in an HTML graphic or image file within the electronic filing, 
in compliance with the formatting requirements of the EDGAR Filer 
Manual. When used in connection with an electronic filing, the term 
``signature'' means an electronic entry in the form of a magnetic 
impulse or other form of computer data compilation of any letters or 
series of letters or characters comprising a name, executed, adopted or 
authorized as a signature. Signatures are not required in unofficial PDF 
copies submitted in accordance with Sec. 232.104.
    (b) Each signatory to an electronic filing (including, without 
limitation, each signatory to the certifications required by 
Secs. 240.13a-14, 240.15d-14 and 270.30a-2 of this chapter) shall 
manually sign a signature page or other document authenticating, 
acknowledging or otherwise adopting his or her signature that appears in 
typed form within the electronic filing. Such document shall be executed 
before or at the time the electronic filing is made and shall be 
retained by the filer for a period of five years. Upon request, an 
electronic filer shall furnish to the Commission or its staff a copy of 
any or all documents retained pursuant to this section.
    (c) Where the Commission's rules require a registrant to furnish to 
a national securities exchange or national securities association paper 
copies of a document filed with the Commission in electronic format, 
signatures to such paper copies may be in typed form.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 
64 FR 27895, May 21, 1999; 65 FR 24800, Apr. 27, 2000; 67 FR 57287, 
Sept. 9, 2002]



Sec. 232.303  Incorporation by reference.

    (a) The following documents shall not be incorporated by reference 
into an electronic filing:
    (1) Any document filed in paper in violation of mandated electronic 
filing requirements;
    (2) Any document filed in paper pursuant to a hardship exemption for 
which a required confirming electronic copy has not been submitted.
    (3) For a registered investment company or a business development 
company, documents that have not been filed in electronic format, unless 
the document has been filed in paper under a hardship exemption 
(Sec. 232.201 or 232.202 of this chapter) and any required confirming 
copy has been submitted.
    (b) If a filer incorporates by reference into an electronic filing 
any portion of an annual or quarterly report to security holders, it 
must also file the portion of the annual or quarterly report to security 
holders in electronic format as an exhibit to the filing, as required by 
Regulation S-K Item 601(b)(13) (Sec. 229.601(b)(13) of this chapter) and 
Regulation D-B Item 601(b)(13) (Sec. 228.601(b)(13) of this chapter). If 
a foreign private issuer incorporates by reference into an electronic 
filing any portion of an annual or other report to security holders, or 
of a Form 6-K report (Sec. 249.306 of this chapter) filed or submitted 
in paper, it also must file the incorporated portion in electronic 
format as an exhibit to the filing. The requirements of this paragraph 
do not apply to incorporation by reference by

[[Page 820]]

an investment company from an annual or quarterly report to security 
holders.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 
62 FR 36457, July 8, 1997; 64 FR 27895, May 21, 1999; 65 FR 24800, Apr. 
27, 2000; 67 FR 36700, May 24, 2002]



Sec. 232.304  Graphic, image, audio and video material.

    (a) If a filer includes graphic, image, audio or video material in a 
document delivered to investors and others that is not reproduced in an 
electronic filing, the electronically filed version of that document 
must include a fair and accurate narrative description, tabular 
representation or transcript of the omitted material. Such descriptions, 
representations or transcripts may be included in the text of the 
electronic filing at the point where the graphic, image, audio or video 
material is presented in the delivered version, or they may be listed in 
an appendix to the electronic filing. Immaterial differences between the 
delivered and electronically filed versions, such as pagination, color, 
type size or style, or corporate logo need not be described.

    Note to paragraph (a): If the omitted graphic, image, audio or video 
material includes data, filers must include a tabular representation or 
other appropriate representation of that data in the electronically 
filed version of the document.

    (b)(1) The graphic, image, audio and video material in the version 
of a document delivered to investors and others is deemed part of the 
electronic filing and subject to the civil liability and anti-fraud 
provisions of the federal securities laws.
    (2) Narrative descriptions, tabular representations or transcripts 
of graphic, image, audio and video material included in an electronic 
filing or appendix thereto also are deemed part of the filing. However, 
to the extent such descriptions, representations or transcripts 
represent a good faith effort to fairly and accurately describe omitted 
graphic, image, audio or video material, they are not subject to the 
civil liability and anti-fraud provisions of the federal securities 
laws.
    (c) An electronic filer must retain for a period of five years a 
copy of each publicly distributed document, in the format used, that 
contains graphic, image, audio or video material where such material is 
not included in the version filed with the Commission. The five-year 
period shall commence as of the filing date, or the date that appears on 
the document, whichever is later. Upon request, an electronic filer 
shall furnish to the Commission or its staff a copy of any or all of the 
documents contained in the file.
    (d) For electronically filed ASCII documents, the performance graph 
that is to appear in registrant annual reports to security holders 
required by Exchange Act Rule 14a-3 (Sec. 240.14a-3 of this chapter) or 
Exchange Act Rule 14c-3 (Sec. 240.14c-3 of this chapter) to precede or 
accompany proxy statements or information statements relating to annual 
meetings of security holders at which directors are to be elected (or 
special meetings or written consents in lieu of such meetings), as 
required by Item 201(e) of Regulation S-K (Sec. 229.201(e) of this 
chapter), and the line graph that is to appear in registrant annual 
reports to security holders, as required by paragraph (b)(7)(ii) of Item 
27 of Form N-1A (Sec. 274.11A of this chapter), must be furnished to the 
Commission by presenting the data in tabular or chart form within the 
electronic ASCII document, in compliance with paragraph (a) of this 
section and the formatting requirements of the EDGAR Filer Manual.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, electronically filed HTML documents must present the 
following information in an HTML graphic or image file within the 
electronic submission in compliance with the formatting requirements of 
the EDGAR Filer Manual: The performance graph that is to appear in 
registrant annual reports to security holders required by Exchange Act 
Rule 14a-3 (Sec. 240.14a-3 of this chapter) or Exchange Act Rule 14c-3 
(Sec. 240.14c-3 of this chapter) to precede or accompany registrant 
proxy statements or information statements relating to annual meetings 
of security holders at which directors are to be elected (or special 
meetings or written consents in lieu of such meetings), as required by 
Item 201(e) of Regulation S-K (Sec. 229.201(e) of this chapter); the

[[Page 821]]

line graph that is to appear in registrant annual reports to security 
holders, as required by paragraph (b)(7)(ii) of Item 27 of Form N-1A 
(Sec. 274.11A of this chapter); and any other graphic material required 
by rule or form to be filed with the Commission. Filers may, but are not 
required to, submit any other graphic material in a HTML document by 
presenting the data in an HTML graphic or image file within the 
electronic filing, in compliance with the formatting requirements of the 
EDGAR Filer Manual. However, filers may not present in a graphic or 
image file information such as text or tables that users must be able to 
search and/or download into spreadsheet form (e.g., financial 
statements); filers must present such material as text in an ASCII 
document or as text or an HTML table in an HTML document.
    (f) Electronic filers may not include animated graphics in any EDGAR 
document.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67762, Dec. 30, 1994; 
61 FR 24655, May 15, 1996; 62 FR 36458, July 8, 1997; 64 FR 27895, May 
21, 1999; 65 FR 24800, Apr. 27, 2000; 71 FR 53259, Sept. 8, 2006; 74 FR 
4587, Jan. 26, 2009]



Sec. 232.305  Number of characters per line; tabular and columnar information.

    (a) The narrative portion of a document shall not exceed 80 
characters per line, including blank spaces, and shall not be presented 
in multi-column newspaper format. Non-narrative information (e.g., 
financial statements) may be presented in tabular or columnar format and 
may exceed 80 positions only if it is tagged as specified in the EDGAR 
Filer Manual. In no event shall information presented in tabular or 
columnar format exceed 132 positions wide.
    (b) Paragraph (a) of this section does not apply to HTML documents, 
Interactive Data Files (Sec. 232.11), Interactive Data Financial Reports 
(Sec. 232.11) or XBRL-Related Documents (Sec. 232.11).

[58 FR 14670, Mar. 18, 1993, as amended at 64 FR 27896, May 21, 1999; 70 
FR 6571, Feb. 8, 2005; 74 FR 6814, Feb. 10, 2009; 79 FR 57332, Sept. 24, 
2014; 80 FR 14549, Mar. 19, 2015]



Sec. 232.306  Foreign language documents and symbols.

    (a) All electronic filings and submissions must be in the English 
language, except as otherwise provided by paragraph (d) of this section. 
If a filing or submission requires the inclusion of a document that is 
in a foreign language, a party must submit instead a fair and accurate 
English translation of the foreign language document in accordance with 
Sec. 230.403(c) or Sec. 240.12b-12(d) of this chapter, except as 
otherwise provided by paragraph (c) of this section. Alternatively, if 
the foreign language document is an exhibit or attachment to a filing or 
submission subject to review by the Division of Corporation Finance, a 
party may provide a fair and accurate English summary of the foreign 
language document if permitted by Sec. 230.403(c)(3) or Sec. 240.12b-
12(d)(3) of this chapter.
    (b) When including an English summary or English translation of a 
foreign language document in an electronic filing or submission, a party 
may also submit a copy of the unabridged foreign language document in 
paper under cover of Form SE (Secs. 239.64, 249.444, 269.8, and 274.403 
of this chapter) in accordance with Sec. 232.311 of this chapter. A 
filer must provide a copy of any foreign language document upon the 
request of Commission staff.
    (c) A foreign government or its political subdivision must 
electronically file a fair and accurate English translation, if 
available, of its latest annual budget as presented to its legislative 
body, as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or Exhibit 
(c) to Form 18-K (Sec. 249.318 of this chapter). If no English 
translation is available, a foreign government or political subdivision 
must submit a copy of the foreign language version of its latest annual 
budget in paper under cover of Form SE (Secs. 239.64, 249.444, 269.8, 
and 274.403 of this chapter).
    (d) A Canadian issuer may file an HTML document, as defined in 
Sec. 232.11 of this chapter, that contains text in both French and 
English if the issuer included the French text to comply with the 
requirements of the Canadian securities administrator or other Canadian 
authority, and the French text is in an exhibit to or part of:

[[Page 822]]

    (1) A registration statement on Form F-7, F-8, F-9, F-10, or F-80 
(Secs. 239.37, 239.38, 239.39, 239.40, and 239.41 of this chapter);
    (2) A registration statement or annual report on Form 40-F 
(Sec. 249.240f of this chapter); or
    (3) A Schedule 13E-4F (Sec. 240.13e-102 of this chapter), Schedule 
14D-1F (Sec. 240.14d-102), or Schedule 14D-9F (Sec. 240.14d-103).
    (e) Foreign currency denominations must be expressed in words or 
letters in the English language rather than representative symbols, 
except that HTML documents may include any representative foreign 
currency symbols that the EDGAR Filer Manual specifies. The limitations 
of this paragraph do not apply to unofficial PDF copies submitted in 
accordance with Rule 104 of Regulation S-T (Sec. 232.104).

[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 
59 FR 67762, Dec. 30, 1994; 64 FR 27896, May 21, 1999; 67 FR 36700, May 
24, 2002; 76 FR 71876, Nov. 21, 2011]



Sec. 232.307  Bold face type.

    (a) Provisions requiring presentation of information in bold face 
type shall be satisfied in an electronic format document by presenting 
such information in capital letters.
    (b) Paragraph (a) of this section does not apply to HTML documents.

[62 FR 36458, July 8, 1997, as amended at 64 FR 27896, May 21, 1999]



Sec. 232.308  Type size and font; legibility.

    Provisions relating to type size, font and other legibility 
requirements shall not apply to electronic format documents.



Sec. 232.309  Paper size; binding; sequential numbering; number of copies.

    (a) Requirements as to paper size, binding, and sequential page 
numbering shall not apply to electronic format documents.
    (b) An electronic format document, submitted in the manner 
prescribed by the EDGAR Filer Manual, shall satisfy any requirement that 
more than one copy of such document be filed with or provided to the 
Commission.



Sec. 232.310  Marking changed material.

    Provisions requiring the marking of changed materials are satisfied 
in ASCII and HTML documents by inserting the tag before and the tag 
following a paragraph containing changed material. HTML documents 
may be marked to show changed materials within paragraphs. Financial 
statements and notes thereto need not be marked for changed material.

[64 FR 27896, May 21, 1999]



Sec. 232.311  Documents submitted in paper under cover of Form SE.

    Form SE (Secs. 239.64, 249.444, 259.603, 269.8, and 274.403 of this 
chapter) shall be filed as a paper cover sheet to the following 
documents submitted to the Commission in paper:
    (a) Exhibits filed in paper pursuant to a hardship exemption shall 
be filed under cover of Form SE. See Rules 201 and 202 of Regulation S-T 
(Secs. 232.201 and 232.202).
    (b) Exhibits to a Commission schedule filed pursuant to Section 13 
or 14(d) of the Exchange Act may be filed in paper under cover of Form 
SE where such exhibits previously were filed in paper (prior to a 
registrant's becoming subject to mandated electronic filing or pursuant 
to a hardship exemption) and are required to be refiled pursuant to the 
schedule's general instructions.
    (c) A party may submit a copy of an unabridged foreign language 
document in paper under cover of Form SE if the electronic filing or 
submission includes an English summary or English translation of the 
foreign language document in accordance with Sec. 232.306(b) or if 
permitted by the applicable form.
    (d) A foreign government or political subdivision that is not filing 
in electronic format an English translation of its latest annual budget 
submitted as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or 
Exhibit (c) to Form 18-K (Sec. 249.318 of this chapter) must file a copy 
of the foreign language version of its latest annual budget in paper 
under cover of Form SE in accordance with Sec. 232.306(c) of this 
chapter.
    (e) The Form SE shall be submitted in the following manner:
    (1) If the subject of a temporary hardship exemption is an exhibit 
only, the

[[Page 823]]

filer must file the exhibit and a Form TH (Secs. 239.65, 249.447, 
269.10, and 274.404 of this chapter) under cover of Form SE 
(Secs. 239.64, 249.444, 269.8, and 274.403 of this chapter) no later 
than one business day after the date the exhibit was to be filed 
electronically.
    (2) An exhibit filed pursuant to a continuing hardship exemption, or 
any other document filed in paper under cover of Form SE (other than an 
exhibit filed pursuant to a temporary hardship exemption), as allowed by 
paragraphs (a) through (d) of this section, may be filed up to six 
business days prior to, or on the date of filing of, the electronic 
format document to which it relates but shall not be filed after such 
filing date. If a paper document is submitted in this manner, 
requirements that the document be filed with, provided with or accompany 
the electronic filing shall be satisfied.
    (f) Any requirements as to delivery or furnishing the information to 
persons other than the Commission shall not be affected by this section.

[58 FR 14670, Mar. 18, 1993, as amended at 59 FR 67763, Dec. 30, 1994; 
61 FR 30402, June 14, 1996; 62 FR 36458, July 8, 1997; 65 FR 24801, Apr. 
27, 2000; 67 FR 36700, May 24, 2002; 70 FR 1617, Jan. 7, 2005; 70 FR 
43569, July 27, 2005; 76 FR 71876, Nov. 21, 2011]



Sec. 232.312  Accommodation for certain information in filings with
respect to asset-backed securities.

    (a) For filings with respect to asset-backed securities filed on or 
before June 30, 2012, the information provided in response to Item 1105 
of Regulation AB (Sec. 229.1105 of this chapter) may be provided under 
the following conditions on an Internet Web site for inclusion in the 
prospectus for the asset-backed securities, and will be deemed to be 
included in the prospectus included in the registration statement, in 
lieu of reproducing the information in the electronically filed version 
of that document. Terms used in this section have the same meaning as in 
Item 1101 of Regulation AB (Sec. 229.1101 of this chapter).
    (1) The prospectus in the registration statement at the time of 
effectiveness shall disclose the intention to provide such information 
through a Web site and the prospectus to be filed pursuant to 
Sec. 230.424 of this chapter shall provide the specific Internet address 
where the information is posted.
    (2) Such information shall be provided through the Web site 
unrestricted as to access and free of charge.
    (3) Such information shall remain available on the Web site for a 
period of not less than five years. If a subsequent update or change is 
made to the information, the date of such update or change shall be 
clearly indicated on the Web site.
    (4) The registrant shall retain all versions of such information 
provided through the Web site for a period of not less than five years 
in a form that permits delivery to an investor or the Commission. Upon 
request, the registrant shall furnish to the Commission or its staff a 
copy of any or all information retained pursuant to this requirement.
    (5) The registration statement shall contain the undertakings 
required by Item 512(l) of Regulation S-K (Sec. 229.512(l) of this 
chapter) that:
    (i) Except as otherwise provided by this section, such information 
provided through the specified Internet address is deemed to be a part 
of the prospectus included in the registration statement for the asset-
backed securities.
    (ii) The registrant shall provide to any person without charge, upon 
request, a copy of such information provided through the specified 
Internet address as of the date of the prospectus included in the 
registration statement if a subsequent update or change is made to that 
information.

    Note to paragraph (a): With respect to paragraphs (a)(3) and (a)(4) 
of this section, the five-year period shall commence from the filing 
date of the prospectus filed pursuant to Sec. 230.424 of this chapter, 
or the date of first use of the prospectus, whichever is earlier.

    (b) This section does not affect any obligation to provide any other 
information in the filing electronically on EDGAR.

[70 FR 1617, Jan. 7, 2005, as amended at 74 FR 67815, Dec. 21, 2009; 75 
FR 80300, Dec. 22, 2010]

[[Page 824]]



Sec. 232.313  Identification of investment company type and series
and/or class (or contract).

    (a) Registered investment companies and business development 
companies must indicate their investment company type, based on whether 
the registrant's last effective registration statement or amendment 
(other than a merger/proxy filing on Form N-14 (Sec. 239.23 of this 
chapter) was filed on Form N-1 (Secs. 239.15 and 274.11 of this 
chapter), Form N-1A (Secs. 239.15A and 274.11A of this chapter), Form N-
2 (Secs. 239.14 and 274.11a-1 of this chapter), Form N-3 (Secs. 239.17A 
and 274.11b of this chapter), Form N-4 (Secs. 239.17b and 274.11c of 
this chapter), Form N-5 (Secs. 239.24 and 274.5 of this chapter), Form 
N-6 (Secs. 239.17c and 274.11d of this chapter), Form S-1 (Sec. 239.11 
of this chapter), Form S-3 (Sec. 239.13 of this chapter), or Form S-6 
(Sec. 239.16 of this chapter) in those EDGAR submissions identified in 
the EDGAR Filer Manual.
    (b) Registered investment companies whose last effective 
registration statement or amendment (other than a merger/proxy filing on 
Form N-14 (Sec. 239.23 of this chapter) was filed on Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), Form N-3 (Secs. 239.17A and 
274.11b of this chapter), Form N-4 (Secs. 239.17b and 274.11c of this 
chapter), or Form N-6 (Secs. 239.17c and 274.11d of this chapter) must, 
under the procedures set forth in the EDGAR Filer Manual:
    (1) Provide electronically, and keep current, information concerning 
their existing and new series and/or classes (or contracts, in the case 
of separate accounts), including series and/or class (contract) name and 
ticker symbol, if any, and be issued series and/or class (or contract) 
identification numbers;
    (2) Deactivate for EDGAR purposes any series and/or class (or 
contract, in the case of separate accounts) that are no longer offered, 
go out of existence, or deregister following the last filing for that 
series and/or class (or contract, in the case of separate accounts), but 
the registrant must not deactivate the last remaining series unless the 
registrant deregisters; and
    (3) For those EDGAR submissions identified in the EDGAR Filer 
Manual, include all series and/or class (or contract) identifiers of 
each series and/or class (or contract) on behalf of which the filing is 
made.
    (c) Registered investment companies whose last effective 
registration statement or amendment (other than a merger/proxy filing on 
Form N-14 (Sec. 239.23 of this chapter)) was filed on Form N-1A 
(Secs. 239.15A and 274.11A of this chapter), Form N-3 (Secs. 239.17A and 
274.11b of this chapter), Form N-4 (Secs. 239.17b and 274.11c of this 
chapter), or Form N-6 (Secs. 239.17c and 274.11d of this chapter) must 
provide electronically, as specified in the EDGAR Filer Manual, in the 
EDGAR submission identifying information concerning the acquiring fund 
and the target fund (and the series and/or classes (contracts), if any, 
of each if in existence at the time of the filing) in connection with 
merger filings on Form N-14 (Sec. 239.23 of this chapter), under 
Sec. 230.425 of this chapter, and in compliance with Regulation 14A 
(Sec. 240.14a-1 of this chapter), Schedule 14A (Sec. 240.14a-101 of this 
chapter), and all other applicable rules and regulations adopted 
pursuant to Section 14(a) of the Exchange Act, as referenced in 
Investment Company Act Rule 20a-1 (Sec. 270.20a-1 of this chapter).
    (d) Non-registrant third party filers making proxy filings with 
respect to investment companies must designate in the EDGAR submission 
the type of investment company (as referenced in paragraph (a) of this 
section) and include series and/or class (or contract) identifiers in 
designated EDGAR proxy submission types, in accordance with the EDGAR 
Filer Manual.

[70 FR 43569, July 27, 2005]



Sec. 232.314  Accommodation for certain securitizers of asset-backed
securities.

    The information required in response to Rule 15Ga-1 (Sec. 240.15Ga-1 
of this chapter) by a municipal securitizer will be deemed to satisfy 
the electronic submission requirements of Rule 101 (Sec. 232.101 of this 
chapter) under the following conditions:
    (a) For purposes of this section, a municipal securitizer is a 
securitizer (as that term is defined in Section 15G(a) of the Securities 
Exchange Act of 1934) that is any State or Territory of the United 
States, the District of

[[Page 825]]

Columbia, any political subdivision of any State, Territory or the 
District of Columbia, or any public instrumentality of one or more 
States, Territories or the District of Columbia; and
    (b) The information required by Rule 15Ga-1 is provided to the 
Municipal Securities Rulemaking Board in an electronic format available 
to the public on the Municipal Securities Rulemaking Board's Internet 
Web site.

[76 FR 4511, Jan. 26, 2011]

                         XBRL-Related Documents



Sec. 232.401  XBRL-Related Document submissions.

    (a) Only an electronic filer that is an investment company 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
seq.), a ``business development company'' as defined in section 2(a)(48) 
of that Act, or an entity that reports under the Exchange Act and 
prepares its financial statements in accordance with Article 6 of 
Regulation S-X (17 CFR 210.6-01 et seq.) is permitted to participate in 
the voluntary XBRL (eXtensible Business Reporting Language) program. An 
electronic filer that participates in the voluntary XBRL program may 
submit XBRL-Related Documents (Sec. 232.11) in electronic format as an 
exhibit to: the filing (other than a Form N-1A (Sec. 239.15A and 
Sec. 274.11A of this chapter)) to which the XBRL-Related Documents 
relate; an amendment to such filing, but, in the case of a Form N-1A 
filing, an amendment made only after the effective date of the Form N-1A 
filing to which the XBRL-Related Documents relate; or, if the electronic 
filer is eligible to file a Form 8-K (Sec. 249.308 of this chapter) or a 
Form 6-K (Sec. 249.306 of this chapter), a Form 8-K or a Form 6-K, as 
applicable, that references the filing to which the XBRL-Related 
Documents relate if such Form 8-K or Form 6-K is submitted no earlier 
than the date of that filing. The XBRL-Related Documents must comply 
with the content and format requirements of this section, be submitted 
as an exhibit to a form that contains the disclosure required by this 
section and be submitted in accordance with the EDGAR Filer Manual and, 
as applicable, one of Item 601(b)(100) of Regulation S-K 
(Sec. 229.601(b)(100) of this chapter), Item 601(b)(100) of Regulation 
S-B (Sec. 228.601(b)(100) of this chapter), Form 20-F (Sec. 249.220f of 
this chapter), Form 6-K or Sec. 270.8b-33 of this chapter.
    (b) XBRL-Related Documents must consist of mandatory content and may 
consist of optional content but only if the optional content accompanies 
the mandatory content in the same submission.
    (1) Mandatory content consists of a complete set of information for 
all periods presented in the corresponding official EDGAR filing from 
one or more of the following categories (as filed in the corresponding 
official EDGAR filing):
    (i) The complete set of financial statements (the only exceptions 
are that notes to the financial statements and schedules related to the 
financial statements may be omitted unless the electronic filer is a 
registered management investment company in which case it must include 
Schedule I--Investments in Securities of Unaffiliated Issuers 
(Sec. 210.12-12 of this chapter));
    (ii) Earnings information set forth in Form 6-K or Items 2.02 or 
8.01 of Form 8-K (whether contained in the body of the Form 6-K or Form 
8-K or in an exhibit, and whether filed or furnished);
    (iii) Financial highlights or condensed financial information set 
forth in Item 13(a) of Form N-1A, Item 4.1 of Form N-2 (Sec. 239.14 and 
Sec. 274.11a-1 of this chapter) or Item 4(a) of Form N-3 (Sec. 239.17a 
and Sec. 274.11b of this chapter), as applicable;
    (iv) The risk/return summary information set forth in Items 2, 3, 
and 4 of Form N-1A provided that the filing is submitted prior to 
January 1, 2011, and, in the case of a Form N-1A filing that includes 
more than one series (as that term is used in rule 18f-2(a) under the 
Investment Company Act (Sec. 270.18f-2(a) of this chapter), a filer may 
include in mandatory content complete risk/return summary information 
for any one or more of those series; or
    (v) If the electronic filer is an investment company registered 
under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), a 
``business development company'' as defined in section 2(a)(48) of that 
Act, or an entity that reports under the Exchange Act and

[[Page 826]]

prepares its financial statements in accordance with Article 6 of 
Regulation S-X (17 CFR 210.6-01 et seq.), Schedule I--Investments in 
Securities of Unaffiliated Issuers (Sec. 210.12-12 of this chapter).
    (2) Optional content can consist only of a complete set of 
information that is:
    (i) For all periods presented in the corresponding official EDGAR 
filing;
    (ii) Related to financial information in the corresponding official 
EDGAR filing that is simultaneously submitted as mandatory content (as 
specified in paragraph (b)(1) of this section); and
    (iii) From one or more of the following categories (as filed in the 
corresponding official EDGAR filing):
    (A) Audit opinions (as specified by Rule 2-02 of Regulation S-X 
(Sec. 210.2-02 of this chapter));
    (B) Interim review reports (as specified by Rule 10-01(d) of 
Regulation S-X (Sec. 210.10-01(d) of this chapter));
    (C) Reports of management on the financial statements;
    (D) Certifications;
    (E) Management's discussion and analysis of financial condition and 
results of operations (as specified by Item 303 of Regulation S-K 
(Sec. 229.303 of this chapter));
    (F) Management's discussion and analysis or plan of operation (as 
specified by Item 303 of Regulation S-B (Sec. 228.303 of this chapter));
    (G) Operating and financial review and prospects (as specified by 
Item 5 of Form 20-F); or
    (H) Management's discussion of fund performance (as specified by 
Item 22(b)(7) of Form N-1A).
    (c) XBRL-Related Documents must appear in voluntary program format. 
XBRL-Related Documents appear in voluntary program format if:
    (1) Each data element (i.e., all text and all line item names and 
associated values, dates and other labels) contained in the XBRL-Related 
Documents reflects the same information in the corresponding official 
EDGAR filing (i.e., the HTML or ASCII version);
    (2) No data element contained in the corresponding official EDGAR 
filing is changed, deleted or summarized in the XBRL-Related Documents;
    (3) The XBRL-Related Documents correlate to the appropriate version 
of a standard taxonomy, supplemented with extension taxonomies as 
specified in the EDGAR Filer Manual (Sec. 232.11);
    (4) Each data element contained in the XBRL-Related Documents is 
matched with an appropriate tag in accordance with any applicable 
taxonomy; and
    (5) The XBRL-Related Documents contain any additional mark-up 
related content (e.g., the XBRL tags themselves, identification of the 
core XML documents used and other technology related content) not found 
in the corresponding official EDGAR filing that are necessary to comply 
with the EDGAR Filer Manual requirements.
    (d) The filing with which XBRL-Related Documents are submitted as an 
exhibit must contain the disclosures specified in paragraph (d)(1) of 
this section in the location specified in paragraph (d)(2) of this 
section.
    (1) The filing must disclose:
    (i) That the financial information contained in the XBRL-Related 
Documents is ``unaudited'' or ``unreviewed,'' as applicable (but only if 
the mandatory content contained in the XBRL-Related Documents contains 
information other than risk/return summary information submitted under 
paragraph (b)(1)(iv) of this section);
    (ii) That the purpose of submitting the XBRL-Related Documents is to 
test the related format and technology and, as a result, investors 
should not rely on the XBRL-Related Documents in making investment 
decisions; and
    (iii) The identity of the corresponding official EDGAR filing (but 
only if the filing is a Form 8-K or Form 6-K or an amendment to a Form 
8-K or Form 6-K and a purpose of filing the form was to submit as an 
exhibit XBRL-Related Documents that present information related to 
financial information filed as part of a different form in the 
corresponding official EDGAR filing).
    (2) The disclosures required by paragraph (d)(1) of this section 
must appear within the XBRL-Related Documents as a tagged data element 
and, as applicable, in:
    (i) The exhibit index of a Form 10-K (Sec. 249.310 of this chapter), 
10-Q (Sec. 249.308a of this chapter), 10 (Sec. 249.210 of this chapter), 
10-SB (Sec. 249.210b of this

[[Page 827]]

chapter), 10-KSB (Sec. 249.310b of this chapter), 10-QSB (Sec. 249.308b 
of this chapter), 20-F or N-1A and, in the case of risk/return summary 
information submitted under paragraph (b)(1)(iv) of this section, within 
the XBRL-Related Documents as a tagged data element;
    (ii) Item 2.02 or 8.01 of a Form 8-K; or
    (iii) The body of a Form 6-K, N-CSR (Sec. 274.128 of this chapter) 
or N-Q (Sec. 274.130 of this chapter).

    Note to Sec. 232.401: Although XBRL-Related Documents are required 
by this section to comply with content and format requirements related 
to the corresponding official EDGAR filing, the purpose of submitting 
the XBRL-Related Documents is to test the related format and technology 
and, as a result, investors and others should continue to rely on the 
official version of the filing and not rely on the XBRL-Related 
Documents in making investment decisions.

[70 FR 6571, Feb. 8, 2005, as amended at 72 FR 39299, July 17, 2007; 72 
FR 48742, Aug. 24, 2007; 74 FR 4587, Jan. 26, 2009; 74 FR 6814, Feb. 10, 
2009; 74 FR 7775, Feb. 19, 2009]

    Effective Date Notes: At 81 FR 82019, Nov. 18, 2016, Sec. 232.401 
was amended in paragraph (d)(2)(iii) by removing the phrase ``,N-CSR 
(Sec. 274.128 of this chapter) or N-Q (Sec. 274.130 of this chapter)'' 
and adding in its place ``or N-CSR (Sec. 274.128 of this chapter)'', 
effective Aug. 1, 2019.
    2. At 82 FR 58731, Dec. 14, 2017, the above amendment was further 
delayed until May 1, 2020.



Sec. 232.402  Liability for XBRL-Related Documents.

    (a) Not deemed filed for liability purposes. XBRL-Related Documents, 
regardless of whether they are exhibits to a document incorporated by 
reference into a filing:
    (1) Are not deemed filed for purposes of section 11 of the 
Securities Act (15 U.S.C. 77k), section 18 of the Exchange Act (15 
U.S.C. 78r), or section 34(b) of the Investment Company Act (15 U.S.C. 
80a-33(b)), or otherwise subject to the liabilities of these sections, 
and are not part of any registration statement to which they relate;
    (2) Are not deemed incorporated by reference;
    (3) Are subject to all other liability and anti-fraud provisions of 
these Acts; and
    (4) Are deemed filed for purposes of Item 103 of Regulation S-T 
(Sec. 232.103).
    (b) Accurate reflection of underlying documents. An electronic filer 
is not liable under the Securities Act, Exchange Act, Trust Indenture 
Act or Investment Company Act for information in its XBRL-Related 
Documents that complies with the requirements of Rule 401 of Regulation 
S-T (Sec. 232.401) to the extent that such information was not 
materially false or misleading in the corresponding official EDGAR 
filing. To the extent the information in an electronic filer's XBRL-
Related Documents does not comply with the requirements of Rule 401, the 
information in the XBRL-Related Documents will be deemed to comply with 
Rule 401 for purposes of this paragraph if the electronic filer makes a 
good faith and reasonable attempt to comply with Rule 401 and, as soon 
as reasonably practicable after the electronic filer becomes aware that 
the information in the XBRL-Related Documents does not comply with Rule 
401, the electronic filer amends the XBRL-Related Documents and, as a 
result, the information complies with Rule 401.

[70 FR 6571, Feb. 8, 2005, as amended at 72 FR 39299, July 17, 2007; 74 
FR 6814, Feb. 10, 2009]



Secs. 232.403-232.404  [Reserved]



Sec. 232.405  Interactive Data File submissions and postings.

    Preliminary Note 1. Sections 405 and 406T of Regulation S-T 
(Secs. 232.405 and 232.406T) apply to electronic filers that submit or 
post Interactive Data Files. Item 601(b)(101) of Regulation S-K 
(Sec. 229.601(b)(101) of this chapter), paragraph (101) of Part II--
Information Not Required to be Delivered to Offerees or Purchasers of 
Form F-10 (Sec. 239.40 of this chapter), paragraph 101 of the 
Instructions as to Exhibits of Form 20-F (Sec. 249.220f of this 
chapter), paragraph B.(15) of the General Instructions to Form 40-F 
(Sec. 249.240f of this chapter), paragraph C.(6) of the General 
Instructions to Form 6-K (Sec. 249.306 of this chapter), and General 
Instruction C.3.(g) of Form N-1A (Secs. 239.15A and 274.11A of this 
chapter) specify when electronic filers are required or permitted to 
submit or post an Interactive Data File (Sec. 232.11), as further 
described in the Note to Sec. 232.405.
    Preliminary Note 2. Section 405 imposes content, format, submission 
and Web site posting requirements for an Interactive Data File, but does 
not change the substantive content requirements for the financial and 
other disclosures in the Related Official Filing (Sec. 232.11).

[[Page 828]]

    Preliminary Note 3. Section 406T addresses liability related to 
Interactive Data Files.

    (a) Content, format, submission and posting requirements--General. 
An Interactive Data File must:
    (1) Comply with the content, format, submission and Web site posting 
requirements of this section;
    (2) Be submitted only by an electronic filer either required or 
permitted to submit an Interactive Data File as specified by Item 
601(b)(101) of Regulation S-K, paragraph (101) of Part II--Information 
Not Required to be Delivered to Offerees or Purchasers of Form F-10, 
paragraph 101 of the Instructions as to Exhibits of Form 20-F, paragraph 
B.(15) of the General Instructions to Form 40-F, paragraph C.(6) of the 
General Instructions to Form 6-K, or General Instruction C.3.(g) of Form 
N-1A, as applicable, as an exhibit to:
    (i) A form that contains the disclosure required by this section; or
    (ii) If the electronic filer is not an open-end management 
investment company registered under the Investment Company Act, an 
amendment to a form that contains the disclosure required by this 
section if the amendment is filed no more than 30 days after the earlier 
of the due date or filing date of the form and the Interactive Data File 
is the first Interactive Data File the electronic filer submits or the 
first Interactive Data File the electronic filer submits that complies 
or is required to comply, whichever occurs first, with paragraphs (d)(1) 
through (d)(4), (e)(1), and (e)(2) of this section;
    (3) Be submitted in accordance with the EDGAR Filer Manual and, as 
applicable, either Item 601(b)(101) of Regulation S-K, paragraph (101) 
of Part II--Information Not Required to be Delivered to Offerees or 
Purchasers of Form F-10, paragraph 101 of the Instructions as to 
Exhibits of Form 20-F, paragraph B.(15) of the General Instructions to 
Form 40-F, paragraph C.(6) of the General Instructions to Form 6-K, or 
General Instruction C.3.(g) of Form N-1A; and
    (4) Be posted on the electronic filer's corporate Web site, if any, 
in accordance with, as applicable, either Item 601(b)(101) of Regulation 
S-K, paragraph (101) of Part II--Information Not Required to be 
Delivered to Offerees or Purchasers of Form F-10, paragraph 101 of the 
Instructions as to Exhibits of Form 20-F, paragraph B.(15) of the 
General Instructions to Form 40-F, paragraph C.(6) of the General 
Instructions to Form 6-K, or General Instruction C.3.(g) of Form N-1A.
    (b)(1) Content--categories of information presented. If the 
electronic filer is not an open-end management investment company 
registered under the Investment Company Act of 1940, an Interactive Data 
File must consist of only a complete set of information for all periods 
required to be presented in the corresponding data in the Related 
Official Filing, no more and no less, from all of the following 
categories:
    (i) The complete set of the electronic filer's financial statements 
(which includes the face of the financial statements and all footnotes); 
and
    (ii) All schedules set forth in Article 12 of Regulation S-X 
(Secs. 210.12-01--210.12-29) related to the electronic filer's financial 
statements.

    Note to paragraph (b)(1): It is not permissible for the Interactive 
Data File to present only partial face financial statements, such as by 
excluding comparative financial information for prior periods.

    (2) If the electronic filer is an open-end management investment 
company registered under the Investment Company Act of 1940, an 
Interactive Data File must consist of only a complete set of information 
for all periods required to be presented in the corresponding data in 
the Related Official Filing, no more and no less, from the risk/return 
summary information set forth in Items 2, 3, and 4 of Form N-1A.
    (c) Format--Generally. An Interactive Data File must comply with the 
following requirements, except as modified by paragraph (d) or (e) of 
this section, as applicable, with respect to the corresponding data in 
the Related Official Filing consisting of footnotes to financial 
statements or financial statement schedules as set forth in Article 12 
of Regulation S-X:
    (1) Data elements and labels--(i) Element accuracy. Each data 
element (i.e., all text, line item names, monetary values, percentages, 
numbers, dates and other labels) contained in the

[[Page 829]]

Interactive Data File reflects the same information in the corresponding 
data in the Related Official Filing;
    (ii) Element specificity. No data element contained in the 
corresponding data in the Related Official Filing is changed, deleted, 
or summarized in the Interactive Data File;
    (iii) Standard and special labels and elements. Each data element 
contained in the Interactive Data File is matched with an appropriate 
tag from the most recent version of the standard list of tags specified 
by the EDGAR Filer Manual. A tag is appropriate only when its standard 
definition, standard label and other attributes as and to the extent 
identified in the list of tags match the information to be tagged, 
except that:
    (A) Labels. An electronic filer must create and use a new special 
label to modify a tag's existing standard label when that tag is an 
appropriate tag in all other respects (i.e., in order to use a tag from 
the standard list of tags only its label needs to be changed); and
    (B) Elements. An electronic filer must create and use a new special 
element if and only if an appropriate tag does not exist in the standard 
list of tags for reasons other than or in addition to an inappropriate 
standard label; and
    (2) Additional mark-up related content. The Interactive Data File 
contains any additional mark-up related content (e.g., the eXtensible 
Business Reporting Language tags themselves, identification of the core 
XML documents used and other technology related content) not found in 
the corresponding data in the Related Official Filing that is necessary 
to comply with the EDGAR Filer Manual requirements.
    (d) Format--Footnotes--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of footnotes to financial statements must comply with the 
requirements of paragraphs (c)(1) and (c)(2) of this section, as 
modified by this paragraph (d), unless the electronic filer is within 
one of the categories specified in paragraph (f) of this section. 
Footnotes to financial statements must be tagged as follows:
    (1) Each complete footnote must be block-text tagged;
    (2) Each significant accounting policy within the significant 
accounting policies footnote must be block-text tagged;
    (3) Each table within each footnote must be block-text tagged; and
    (4) Within each footnote,
    (i) Each amount (i.e., monetary value, percentage, and number) must 
be tagged separately; and
    (ii) Each narrative disclosure may be tagged separately to the 
extent the electronic filer chooses.
    (e) Format--Schedules--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of financial statement schedules as set forth in Article 12 of 
Regulation S-X must comply with the requirements of paragraphs (c)(1) 
and (c)(2) of this section, as modified by this paragraph (e), unless 
the electronic filer is within one of the categories specified in 
paragraph (f) of this section. Financial statement schedules as set 
forth in Article 12 of Regulation S-X must be tagged as follows:
    (1) Each complete financial statement schedule must be block-text 
tagged; and
    (2) Within each financial statement schedule,
    (i) Each amount (i.e., monetary value, percentage and number) must 
be tagged separately; and
    (ii) Each narrative disclosure may be tagged separately to the 
extent the electronic filer chooses.
    (f) Format--Footnotes and schedules eligible for phased-in detail. 
The following electronic filers must comply with paragraphs (c)(1) and 
(c)(2) of this section as modified by paragraphs (d) and (e) of this 
section, except that they may choose to comply with paragraph (d)(1) of 
this section rather than paragraphs (d)(1) through (d)(4) of this 
section and may choose to comply with paragraph (e)(1) of this section 
rather than paragraphs (e)(1) and (e)(2) of this section:
    (1) Any large accelerated filer (Sec. 240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of

[[Page 830]]

the second fiscal quarter of its most recently completed fiscal year 
that prepares its financial statements in accordance with generally 
accepted accounting principles as used in the United States, if none of 
the financial statements for which an Interactive Data File is required 
is for a fiscal period that ends on or after June 15, 2010;
    (2) Any large accelerated filer not specified in paragraph (f)(1) of 
this section that prepares its financial statements in accordance with 
generally accepted accounting principles as used in the United States, 
if none of the financial statements for which an Interactive Data File 
is required is for a fiscal period that ends on or after June 15, 2011; 
and
    (3) Any filer not specified in paragraph (f)(1) or (f)(2) of this 
section that prepares its financial statements in accordance with either 
generally accepted accounting principles as used in the United States or 
International Financial Reporting Standards as issued by the 
International Accounting Standards Board, if none of the financial 
statements for which an Interactive Data File is required is for a 
fiscal period that ends on or after June 15, 2012.
    (g) Posting. Any electronic filer that maintains a corporate Web 
site and is required to submit an Interactive Data File must post that 
Interactive Data File on that Web site by the end of the calendar day on 
the earlier of the date the Interactive Data File is submitted or is 
required to be submitted, and, if the electronic filer is not an open-
end management company registered under the Investment Company Act of 
1940, the Interactive Data File must remain accessible on that Web site 
for at least a 12-month period. For an electronic filer that is an open-
end management investment company registered under the Investment 
Company Act of 1940, General Instruction C.3.(g) of Form N-1A specifies 
the period of time for which an Interactive Data File must remain 
accessible on a company's Web site.

    Note to Sec. 232.405: Item 601(b)(101) of Regulation S-K specifies 
the circumstances under which an Interactive Data File must be submitted 
as an exhibit and be posted to the issuer's corporate Web site, if any, 
and the circumstances under which it is permitted to be submitted as an 
exhibit, with respect to Forms S-1 (Sec. 239.11 of this chapter), S-3 
(Sec. 239.13 of this chapter), S-4 (Sec. 239.25 of this chapter), S-11 
(Sec. 239.18 of this chapter), F-1 (Sec. 239.31 of this chapter), F-3 
(Sec. 239.33 of this chapter), F-4 (Sec. 239.34 of this chapter), 10-K 
(Sec. 249.310 of this chapter), 10-Q (Sec. 249.308a of this chapter) and 
8-K (Sec. 249.308 of this chapter). Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers of 
Form F-10 specifies the circumstances under which an Interactive Data 
File must be submitted as an exhibit and be posted to the issuer's 
corporate Web site, if any, and the circumstances under which it is 
permitted to be submitted as an exhibit, with respect to Form F-10, 
respectively. Paragraph 101 of the Instructions as to Exhibits of Form 
20-F specifies the circumstances under which an Interactive Data File 
must be submitted as an exhibit and be posted to the issuer's corporate 
Web site, if any, and the circumstances under which it is permitted to 
be submitted as an exhibit, with respect to Form 20-F. Paragraph B.(15) 
of the General Instructions to Form 40-F and Paragraph C.(6) of the 
General Instructions to Form 6-K specify the circumstances under which 
an Interactive Data File must be submitted as an exhibit and be posted 
to the issuer's corporate Web site, if any, and the circumstances under 
which it is permitted to be submitted as an exhibit, with respect to 
Form 40-F and Form 6-K, respectively. Item 601(b)(101) of Regulation S-
K, paragraph (101) of Part II--Information not Required to be Delivered 
to Offerees or Purchasers of Form F-10, paragraph 101 of the 
Instructions as to Exhibits of Form 20-F, paragraph B.(15) of the 
General Instructions to Form 40-F and paragraph C.(6) of the General 
Instructions to Form 6-K all prohibit submission of an Interactive Data 
File by an issuer that prepares its financial statements in accordance 
with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.) For an issuer 
that is an open-end management investment company registered under the 
Investment Company Act of 1940, General Instruction C.3.(g) of Form N-1A 
specifies the circumstances under which an Interactive Data File must be 
submitted as an exhibit and be posted to the company's Web site, if any.

[74 FR 6814, Feb. 10, 2009; 74 FR 15667, Apr. 7, 2009, as amended at 74 
FR 7775, Feb. 19, 2009; 74 FR 21256, May 7, 2009; 76 FR 46617, Aug. 3, 
2011]



Sec. 232.407  Interactive data financial report filings.

    Section 407 of Regulation S-T (Sec. 232.407) applies to electronic 
filers that file Interactive Data Financial Reports (Sec. 232.11) as 
required by Rule 13n-11(f)(5) (Sec. 240.13n-11(f)(5) of this

[[Page 831]]

chapter). Section 407 imposes content, format, and filing requirements 
for Interactive Data Financial Reports, but does not change the 
substantive content requirements for the financial and other disclosures 
in the Related Official Financial Report Filing (Sec. 232.11). Rule 13n-
11(f)(5) specifies the circumstances under which an Interactive Data 
Financial Report must be filed as an exhibit.
    (a) Content, format, and filing requirements--General. Interactive 
Data Financial Reports must:
    (1) Comply with the content, format, and filing requirements of this 
section;
    (2) Be filed only by an electronic filer that is required to file an 
Interactive Data Financial Report pursuant to Rule 13n-11(f)(5) 
(Sec. 240.13n-11(f)(5) of this chapter) as an exhibit to a filing; and
    (3) Be filed in accordance with the EDGAR Filer Manual and Rules 
13n-11(f)(5) and (g) (Sec. 240.13n-11(f)(5) and (g) of this chapter).
    (b) Content--categories of information presented. An Interactive 
Data Financial Report must consist of only a complete set of information 
for all periods required to be presented in the corresponding data in 
the Related Official Financial Report Filing, no more and no less, for 
the following categories, as applicable:
    (1) The complete set of the electronic filer's financial statements 
(which includes the face of the financial statements and all footnotes); 
and
    (2) All schedules set forth in Article 12 of Regulation S-X 
(Secs. 210.12-01 through 210.12-29 of this chapter) related to the 
electronic filer's financial statements.

    Note to paragraph (b): It is not permissible for the Interactive 
Data Financial Report to present only partial face financial statements, 
such as by excluding comparative financial information for prior 
periods.

    (c) Format--Generally. An Interactive Data Financial Report must 
comply with the following requirements, except as modified by paragraph 
(d) or (e) of this section, as applicable, with respect to the 
corresponding data in the Related Official Financial Report Filing 
consisting of footnotes to financial statements or financial statement 
schedules as set forth in Article 12 of Regulation S-X (Secs. 210.12-01 
through 210.12-29 of this chapter):
    (1) Data elements and labels--(i) Element accuracy. Each data 
element (i.e., all text, line item names, monetary values, percentages, 
numbers, dates and other labels) contained in the Interactive Data 
Financial Report reflects the same information in the corresponding data 
in the Related Official Financial Report Filing;
    (ii) Element specificity. No data element contained in the 
corresponding data in the Related Official Financial Report Filing is 
changed, deleted or summarized in the Interactive Data Financial Report;
    (iii) Standard and special labels and elements. Each data element 
contained in the Interactive Data Financial Report is matched with an 
appropriate tag from the most recent version of the standard list of 
tags specified by the EDGAR Filer Manual. A tag is appropriate only when 
its standard definition, standard label, and other attributes as and to 
the extent identified in the list of tags match the information to be 
tagged, except that:
    (A) Labels. An electronic filer must create and use a new special 
label to modify a tag's existing standard label when that tag is an 
appropriate tag in all other respects (i.e., in order to use a tag from 
the standard list of tags only its label needs to be changed); and
    (B) Elements. An electronic filer must create and use a new special 
element if and only if an appropriate tag does not exist in the standard 
list of tags for reasons other than or in addition to an inappropriate 
standard label; and
    (2) Additional mark-up related content. The Interactive Data 
Financial Report contains any additional mark-up related content (e.g., 
the eXtensible Business Reporting Language tags themselves, 
identification of the core XML documents used and other technology-
related content) not found in the corresponding data in the Related 
Official Financial Report Filing that is necessary to comply with the 
EDGAR Filer Manual requirements.
    (d) Format--Footnotes--Generally. The part of the Interactive Data 
Financial Report for which the corresponding data in the Related 
Official Financial Report Filing consists of footnotes to

[[Page 832]]

financial statements must comply with the requirements of paragraphs 
(c)(1) and (2) of this section, as modified by this paragraph (d). Each 
complete footnote must be block-text tagged.
    (e) Format--Schedules--Generally. The part of the Interactive Data 
Financial Report for which the corresponding data in the Related 
Official Financial Report Filing consists of financial statement 
schedules as set forth in Article 12 of Regulation S-X (Secs. 210.12-01 
through 210.12-29 of this chapter) must comply with the requirements of 
paragraphs (c)(1) and (2) of this section, as modified by this paragraph 
(e). Each complete schedule must be block-text tagged.

[80 FR 14549, Mar. 19, 2015]

                             EDGAR Functions



Sec. 232.501  Modular submissions and segmented filings.

    An electronic filer may use the following procedures to submit 
information to the EDGAR system for subsequent inclusion in an 
electronic filing:
    (a) Modular submissions. (1) One or more electronic format documents 
may be submitted for storage in the non-public EDGAR data storage area 
as a modular submission for subsequent inclusion in one or more 
electronic submissions.
    (2) An electronic filer shall be permitted a maximum of ten modular 
submissions in the non-public EDGAR data storage area at any time, not 
to exceed a total of one megabyte of digital information. If an 
electronic filer attempts to submit a modular filing which would cause 
either of these limits to be exceeded, EDGAR will suspend the modular 
submission and notify the electronic filer by electronic mail. After six 
business days, the modular submission held in suspense will be deleted 
from the system.
    (3) A modular submission may be corrected or amended only by 
resubmitting the entire modular submission.
    (b) Segmented filings. (1) Segments of a document intended to become 
an electronic filing may be submitted to the non-public EDGAR data 
storage area for assembly as a segmented filing.
    (2) Segments shall be submitted no more than six business days in 
advance of the anticipated filing date and are not limited in number or 
size. They may be submitted from several geographic locations by more 
than one filing entity. Segments may be included in only one electronic 
filing. Once used, segments will be removed from the non-public EDGAR 
data storage area. The assembly of segments into a segmented filing 
shall be effected pursuant to the applicable provisions of the EDGAR 
Filer Manual. If segments are not prepared in accordance with the EDGAR 
Filer Manual, the filing will not be constructed. The filing date of a 
segmented filing shall be the date upon which the filing is assembled 
and satisfies the requirements of Rule 13(a) of Regulation S-T 
(Sec. 232.13(a)).
    (3) Segments may be corrected or amended only by resubmitting the 
entire segment.
    (c) A modular submission or segment shall not:
    (1) be publicly available;
    (2) Be deemed filed with the Commission for purposes of Securities 
Act section 11 (15 U.S.C. 77k), Exchange Act section 18 (15 U.S.C. 78r), 
Trust Indenture Act section 323 (15 U.S.C. 77www), or Investment Company 
Act section 34(b) (15 U.S.C. 80a-33(b)) prior to its inclusion in a 
filing; or
    (3) Be deemed to constitute an official filing prior to its 
inclusion in a filing under the federal securities laws. Once a modular 
submission or segment has been included in an electronic filing, the 
liability and anti-fraud provisions of the Securities Act, the Exchange 
Act, the Trust Indenture Act, and the Investment Company Act shall apply 
to the electronic filing.

[58 FR 14670, Mar. 18, 1993; 58 FR 21349, Apr. 21, 1993, as amended at 
65 FR 24801, Apr. 27, 2000; 76 FR 71876, Nov. 21, 2011]

[[Page 833]]

             Foreign Private Issuers and Foreign Governments



Secs. 232.600-232.903  [Reserved]



PART 239_FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
--Table of Contents



Sec.
239.0-1  Availability of forms.

               Subpart A_Forms for Registration Statements

239.4-239.10  [Reserved]
239.11  Form S-1, registration statement under the Securities Act of 
          1933.
239.12  [Reserved]
239.13  Form S-3, for registration under the Securities Act of 1933 of 
          securities of certain issuers offered pursuant to certain 
          types of transactions.
239.14  Form N-2, for closed-end management investment companies 
          registered on Form N-8A.
239.15  Form N-1, for open-end management investment companies 
          registered on Form N-8A.
239.15A  Form N-1A, registration statement of open-end management 
          investment companies.
239.16  Form S-6, for unit investment trusts registered on Form N-8B-2.
239.16b  Form S-8, for registration under the Securities Act of 1933 of 
          securities to be offered to employees pursuant to employee 
          benefit plans.
239.17  [Reserved]
239.17a  Form N-3, registration statement for separate accounts 
          organized as management investment companies.
239.17b  Form N-4, registration statement for separate accounts 
          organized as unit investment trusts.
239.17c  Form N-6, registration statement for separate accounts 
          organized as unit investment trusts that offer variable life 
          insurance policies.
239.18  Form S-11, for registration under the Securities Act of 1933 of 
          securities of certain real estate companies.
239.19  [Reserved]
239.20  Form S-20, for standardized options.
239.23  Form N-14, for the registration of securities issued in business 
          combination transactions by investment companies and business 
          development companies.
239.24  Form N-5, form for registration of small business investment 
          company under the Securities Act of 1933 and the Investment 
          Company Act of 1940.
239.25  Form S-4, for the registration of securities issued in business 
          combination transactions.
239.26-239.30  [Reserved]
239.31  Form F-1, registration statement under the Securities Act of 
          1933 for securities of certain foreign private issuers.
239.32  [Reserved]
239.33  Form F-3, for registration under the Securities Act of 1933 of 
          securities of certain foreign private issuers offered pursuant 
          to certain types of transactions.
239.34  Form F-4, for registration of securities of foreign private 
          issuers issued in certain business combination transactions.
239.35  [Reserved]
239.36  Form F-6, for registration under the Securities Act of 1933 of 
          depositary shares evidenced by American Depositary Receipts.
239.37  Form F-7, for registration under the Securities Act of 1933 of 
          securities of certain Canadian issuers offered for cash upon 
          the exercise of rights granted to existing securityholders.
239.38  Form F-8, for registration under the Securities Act of 1933 of 
          securities of certain Canadian issuers to be issued in 
          exchange offers or a business combination.
239.39  [Reserved]
239.40  Form F-10, for registration under the Securities Act of 1933 of 
          securities of certain Canadian issuers.
239.41  Form F-80, for registration under the Securities Act of 1933 of 
          securities of certain Canadian issuers to be issued in 
          exchange offers or a business combination.
239.42  Form F-X, for appointment of agent for service of process and 
          undertaking for issuers registering securities on Form F-8, F-
          10, or F-80 (Secs. 239.38, 239.39, 239.40, or 239.41), or 
          registering securities or filing periodic reports on Form 40-F 
          (Sec. 249.240f of this chapter), or by any issuer or other 
          non-U.S. person filing tender offer documents on Schedule 13E-
          4F, 14D-1F, or 14D-9F (Secs. 240.13e-102, 240.14d-102, or 
          240.14d-103 of this chapter), by any non-U.S. person acting as 
          trustee with respect to securities registered on Form F-7 
          (Sec. 239.37), F-8, F-10, or by a Canadian issuer qualifying 
          an offering statement pursuant to Regulation A (Sec. 230.251 
          et seq. of this chapter) on Form 1-A (Sec. 239.90), or by any 
          non-U.S. issuer providing Form CB (Sec. 249.480 of this 
          chapter) to the Commission in connection with a tender offer, 
          rights offering or business combination.
239.43  Form F-N, appointment of agent for service of process by foreign 
          banks and foreign insurance companies and certain of their 
          holding companies and finance subsidiaries making public 
          offerings of securities in the United States.
239.44  Form SF-1, registration statement under the Securities Act of 
          1933 for offerings of asset-backed securities.

[[Page 834]]

239.45  Form SF-3, for registration under the Securities Act of 1933 for 
          offerings of asset-backed issuers offered pursuant to certain 
          types of transactions.
239.46-239.62  [Reserved]
239.63  Form ID, uniform application for access codes to file on EDGAR.
239.64  Form SE, form for submission of paper format exhibits by 
          electronic filers.
239.65  Form TH, Notification of reliance on temporary hardship 
          exemption.

                Subpart B_Forms Pertaining to Exemptions

239.90  Form 1-A, offering statement under Regulation A.
239.91  Form 1-K.
239.92  Form 1-SA.
239.93  Form 1-U.
239.94  Form 1-Z.
239.95-239.143  [Reserved]
239.144  Form 144, for notice of proposed sale of securities pursuant to 
          Sec. 230.144 of this chapter.
239.145-239.199  [Reserved]
239.200  Form 1-E, notification under Regulation E.
239.201  Form 2-E, report of sales pursuant to Rule 609 of Regulation E.
239.202-239.300  [Reserved]
239.500  Form D, notice of sales of securities under Regulation D and 
          section 4(a)(5) of the Securities Act of 1933.
239.701  [Reserved]
239.800  Form CB, report of sales of securities in connection with an 
          exchange offer or a rights offering.
239.900  xxx

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 78mm, 
80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 
80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 312, unless 
otherwise noted.
    Sections 239.31, 239.32 and 239.33 are also issued under 15 U.S.C. 
78l, 78m, 78o, 78w, 80a-8, 80a-29, 80a-30, 80a-37 and 12 U.S.C. 241.
    Sections 239.63 and 239.64 are also issued under 15 U.S.C. 77f, 77g, 
77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 80a-
8, 80a-24, 80a-29, and 80a-37.

    Source: 33 FR 18991, Dec. 20, 1968, unless otherwise noted.



Sec. 239.0-1  Availability of forms.

    (a) This part identifies and describes the forms prescribed for use 
under the Securities Act of 1933.
    (b) Any person may obtain a copy of any form prescribed for use in 
this part by written request to the Securities and Exchange Commission, 
100 F Street, NE, Washington, DC 20549. Any persons may inspect the 
forms at this address and at the Commission's regional offices. (See 
Sec. 200.11 of this chapter for the addresses of the SEC regional 
offices.)

[46 FR 17757, Mar. 20, 1981, as amended at 47 FR 26820, June 22, 1982; 
59 FR 5945, Feb. 9, 1994; 73 FR 970, Jan. 4, 2008]



               Subpart A_Forms for Registration Statements



Secs. 239.4-239.10  [Reserved]



Sec. 239.11  Form S-1, registration statement under the Securities 
Act of 1933.

    This Form shall be used for the registration under the Securities 
Act of 1933 of securities of all registrants for which no other form is 
authorized or prescribed, except that this Form shall not be used for 
securities of foreign governments or political subdivisions thereof or 
asset-backed securities, as defined in 17 CFR 229.1101(c).

[79 FR 57332, Sept. 24, 2014]



Sec. 239.12  [Reserved]



Sec. 239.13  Form S-3, for registration under the Securities Act of 1933 
of securities of certain issuers offered pursuant to certain types of
transactions.

    This instruction sets forth registrant requirements and transaction 
requirements for the use of Form S-3. Any registrant which meets the 
requirements of paragraph (a) of this section (``Registrant 
Requirements'') may use this Form for the registration of securities 
under the Securities Act of 1933 (``Securities Act'') which are offered 
in any transaction specified in paragraph (b) of this section 
(``Transaction Requirement'') provided that the requirement applicable 
to the specified transaction are met. With respect to majority-owned 
subsidiaries, see paragraph (c) of this section. With respect to well-
known seasoned issuers and majority-owned subsidiaries of well-known 
seasoned issuers, see paragraph (d) of this section.
    (a) Registrant requirements. Registrants must meet the following 
conditions in order to use this Form for registration under the 
Securities Act

[[Page 835]]

of securities offered in the transactions specified in paragraph (b) of 
this section:
    (1) The registrant is organized under the laws of the United States 
or any State or Territory or the District of Columbia and has its 
principal business operations in the United States or its territories.
    (2) The registrant has a class of securities registered pursuant to 
section 12(b) of the Securities Exchange Act of 1934 (Exchange Act) or a 
class of equity securities registered pursuant to section 12(g) of the 
Exchange Act or is required to file reports pursuant to section 15(d) of 
the Exchange Act;
    (3) The registrant: (i) Has been subject to the requirements of 
section 12 or 15(d) of the Exchange Act and has filed all the material 
required to be filed pursuant to sections 13, 14 or 15(d) for a period 
of at least twelve calendar months immediately preceding the filing of 
the registration statement on this Form; and
    (ii) Has filed in a timely manner all reports required to be filed 
during the twelve calendar months and any portion of a month immediately 
preceding the filing of the registration statement, other than a report 
that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 
2.06, 4.02(a), 6.01, 6.03 or 6.05 of Form 8-K (Sec. 249.308 of this 
chapter). If the registrant has used (during the twelve calendar months 
and any portion of a month immediately preceding the filing of the 
registration statement) Sec. 240.12b-25(b) of this chapter with respect 
to a report or a portion of a report, that report or portion thereof has 
actually been filed within the time period prescribed by that section; 
and
    (4) Neither the registrant nor any of its consolidated or 
unconsolidated subsidiaries have, since the end of the last fiscal year 
for which certified financial statements of the registrant and its 
consolidated subsidiaries were included in a report filed pursuant to 
section 13(a) or 15(d) of the Exchange Act: (i) Failed to pay any 
dividend or sinking fund installment on preferred stock; or (ii) 
defaulted (A) on any installment or installments on indebtedness for 
borrowed money, or (B) on any rental on one or more long term leases, 
which defaults in the aggregate are material to the financial position 
of the registrant and its consolidated and unconsolidated subsidiaries, 
taken as a whole.
    (5) A foreign issuer, other than a foreign government, which 
satisfies all of the above provisions of these registrant eligibility 
requirements except the provisions in paragraph (a)(1) of this section 
relating to organization and principal business shall be deemed to have 
met these registrant eligibility requirements provided that such foreign 
issuer files the same reports with the Commission under section 13(a) or 
15(d) of the Exchange Act as a domestic registrant pursuant to paragraph 
(a)(3) of this section.
    (6) If the registrant is a successor registrant, it shall be deemed 
to have met conditions in paragraph (a)(1), (2), (3), and (5) of this 
section if:
    (i) its predecessor and it, taken together, do so, provided that the 
succession was primarily for the purpose of changing the state of 
incorporation of the predecessor or forming a holding company and that 
the assets and liabilities of the successor at the time of succession 
were substantially the same as those of the predecessor; or
    (ii) If all predecessors met the conditions at the time of 
succession and the registrant has continued to do so since the 
succession.
    (7) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec. 232.101 of this chapter) shall have:
    (i) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); and
    (ii) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T 
(Sec. 232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such

[[Page 836]]

shorter period of time that the registrant was required to submit and 
post such files).
    (b) Transaction requirements. Security offerings meeting any of the 
following conditions and made by registrants meeting the Registrant 
Requirements above may be registered on this Form:
    (1) Primary and secondary offerings by certain registrants. 
Securities to be offered for cash by or on behalf of a registrant, or 
outstanding securities to be offered for cash for the account of any 
person other than the registrant, including securities acquired by 
standby underwriters in connection with the call or redemption by the 
registrant of warrants or a class of convertible securities; provided 
that the aggregate market value of the voting and non-voting common 
equity held by non-affiliates of the registrant is $75 million or more.

Instruction to paragraph (b)(1): The aggregate market value of the 
registrant's outstanding voting stock shall be computed by use of the 
price at which the stock was last sold, or the average of the bid and 
asked prices of such stock, as of a date within 60 days prior to the 
date of filing. See the definition of affiliate in Securities Act Rule 
405 (Sec. 230.405 of this chapter).

    (2) Primary offerings of non-convertible securities other than 
common equity. Non-convertible securities, other than common equity, to 
be offered for cash by or on behalf of a registrant, provided the 
registrant:
    (i) Has issued (as of a date within 60 days prior to the filing of 
the registration statement) at least $1 billion in non-convertible 
securities, other than common equity, in primary offerings for cash, not 
exchange, registered under the Securities Act, over the prior three 
years; or
    (ii) Has outstanding (as of a date within 60 days prior to the 
filing of the registration statement) at least $750 million of non-
convertible securities, other than common equity, issued in primary 
offerings for cash, not exchange, registered under the Securities Act; 
or
    (iii) is a wholly-owned subsidiary of a well-known seasoned issuer 
(as defined in 17 CFR 230.405); or
    (iv) Is a majority-owned operating partnership of a real estate 
investment trust that qualifies as a well-known seasoned issuer (as 
defined in 17 CFR 230.405); or
    (v) Discloses in the registration statement that it has a reasonable 
belief that it would have been eligible to use this Form S-3 as of 
September 1, 2011 because it is registering a primary offering of non-
convertible investment grade securities, discloses the basis for such 
belief, and files a final prospectus for an offering pursuant to such 
registration statement on this Form S-3 on or before September 2, 2014.

Instruction to paragraph (b)(2). For purposes of paragraph (b)(2)(i) of 
this section, an insurance company, as defined in Section 2(a)(13) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(13), when using this Form 
S-3 to register offerings of securities subject to regulation under the 
insurance laws of any State or Territory of the United States or the 
District of Columbia (``insurance contracts''), may include purchase 
payments or premium payments for insurance contracts, including purchase 
payments or premium payments for variable insurance contracts (not 
including purchase payments or premium payments initially allocated to 
investment options that are not registered under the Securities Act of 
1933 (15 U.S.C. 77a)), issued in offerings registered under the 
Securities Act over the prior three years. For purposes of paragraph 
(b)(ii) of this section, an insurance company, as defined in Section 
2(a)(13) of the Securities Act of 1933, when using this Form S-3 to 
register offerings of insurance contracts, may include the contract 
value, as of the measurement date, of any outstanding insurance 
contracts, including variable insurance contracts (not including the 
value allocated as of the measurement date to investment options that 
are not registered under the Securities Act of 1933), issued in 
offerings registered under the Securities Act of 1933.

    (3) Transactions involving secondary offerings. Outstanding 
securities to be offered for the account of any person other than the 
issuer, including securities acquired by standby underwriters in 
connection with the call or redemption by the issuer of warrants or a 
class of convertible securities, if securities of the same class are 
listed and registered on a national securities exchange or are quoted on 
the automated quotation system of a national securities association. In 
addition, Form S-3 may be used by affiliates to register securities for 
resale pursuant to the conditions specified in General Instruction

[[Page 837]]

C to Form S-8 (Sec. 239.16b of this chapter).
    (4) Rights offerings, dividend or interest reinvestment plans, and 
conversions, warrants and options. (i) Securities to be offered:
    (A) Upon the exercise of outstanding rights granted by the issuer of 
the securities to be offered, if such rights are granted on a pro rata 
basis to all existing security holders of the class of securities to 
which the rights attach;
    (B) Under a dividend or interest reinvestment plan; or
    (C) Upon the conversion of outstanding convertible securities or the 
exercise of outstanding warrants or options issued by the issuer of the 
securities to be offered, or an affiliate of that issuer.
    (ii) However, Form S-3 is available for registering these securities 
only if the issuer has sent, within the twelve calendar months 
immediately before the registration statement is filed, material 
containing the information required by Sec. 240.14a-3(b) of this chapter 
under the Exchange Act to:
    (A) All record holders of the rights;
    (B) All participants in the plans; or
    (C) All record holders of the convertible securities, warrants or 
options, respectively.
    (iii) The issuer also must have provided, within the twelve calendar 
months immediately before the Form  S-3 registration statement is filed, 
the information required by Items 401, 402 and 403 of Regulation S-K 
(Secs. 229.401 through 229.403 of this chapter) to:
    (A) Holders of rights exercisable for common stock;
    (B) Holders of securities convertible into common stock; and
    (C) Participants in plans that may invest in common stock, 
securities convertible into common stock, or warrants or options 
exercisable for common stock, respectively.
    (5) This Form shall not be used to register offerings of asset-
backed securities, as defined in 17 CFR 229.1101(c).
    (c) Majority-owned subsidiaries. If a registrant is a majority-owned 
subsidiary, security offerings may be registered on this Form if:
    (1) The registrant-subsidiary itself meets the Registrant 
Requirements and the applicable Transaction Requirement;
    (2) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the conditions of Transaction Requirement in paragraph 
(b)(2) of this section (Primary offerings of non-convertible investment 
grade securities) are met;
    (3) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and provides a 
full and unconditional guarantee, as defined in Rule 3-10 of Regulation 
S-X (Sec. 210.3-10 of this chapter), of the payment obligations on the 
securities being registered, and the securities being registered are 
non-convertible securities, other than common equity;
    (4) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and the 
securities of the registrant-subsidiary being registered are full and 
unconditional guarantees, as defined in Rule 3-10 of Regulation S-X, of 
the payment obligations on the parent's non-convertible securities, 
other than common equity, being registered; or
    (5) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and the 
securities of the registrant-subsidiary being registered are guarantees 
of the payment obligations on the non-convertible securities, other than 
common equity, being registered by another majority-owned subsidiary of 
the parent, where the parent provides a full and unconditional 
guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-
convertible securities.

    Note to paragraph (c): With regard to paragraphs (c)(3), (c)(4), and 
(c)(5) of this section, the guarantor is the issuer of a separate 
security consisting of the guarantee, which must be concurrently 
registered, but may be registered on the same registration statement as 
are the guaranteed non-convertible securities.

    (d) Automatic shelf offerings by well-known seasoned issuers. Any 
registrant that is a well-known seasoned issuer as defined in Rule 405 
(Sec. 230.405 of this chapter) at the most recent eligibility

[[Page 838]]

determination date specified in paragraph (2) of that definition may use 
this Form for registration under the Securities Act of securities 
offerings, other than pursuant to Rule 415(a)(1)(vii) or (viii) 
(Sec. 230.415(a)(1)(vii) or (viii) of this chapter), as follows:
    (1) The securities to be offered are:
    (i) Any securities to be offered pursuant to Rule 415, Rule 430A, or 
Rule 430B (Sec. 230.415, Sec. 230.430A, or Sec. 230.430B of this 
chapter) by:
    (A) A registrant that is a well-known seasoned issuer by reason of 
paragraph (1)(i)(A) of the definition in Rule 405; or
    (B) A registrant that is a well-known seasoned issuer only by reason 
of paragraph (1)(i)(B) of the definition in Rule 405 if the registrant 
also is eligible to register a primary offering of its securities 
pursuant to paragraph (b)(1) of this section;
    (ii) Non-convertible securities, other than common equity, to be 
offered pursuant to Rule 415, Rule 430A, or Rule 430B by a registrant 
that is a well-known seasoned issuer only by reason of paragraph 
(1)(i)(B) of the definition in Rule 405 and does not fall within 
paragraph (b)(1) of this section;
    (iii) Securities of majority-owned subsidiaries of the parent 
registrant to be offered pursuant to Rule 415, Rule 430A, or Rule 430B 
if the parent registrant is a well-known seasoned issuer and the 
securities of the majority-owned subsidiary being registered meet the 
following requirements:
    (A) Securities of a majority-owned subsidiary that is a well-known 
seasoned issuer at the time it becomes a registrant, other than by 
virtue of paragraph (1)(ii) of the definition of well-known seasoned 
issuer in Rule 405;
    (B) Securities of a majority-owned subsidiary that are non-
convertible securities, other than common equity, and the parent 
registration provides a full and unconditional guarantee, as defined in 
Rule 3-10 of Regulation S-X, of the payment obligations on the non-
convertible securities;
    (C) Securities of a majority-owned subsidiary that are a guarantee 
of:
    (1) Non-convertible securities, other than common equity, of the 
parent registrant being registered;
    (2) Non-convertible securities, other than common equity, of another 
majority-owned subsidiary being registered and the parent has provided a 
full and unconditional guarantee, as defined in Rule 3-10 of Regulation 
S-X, of the payment obligations on such non-convertible securities; or
    (D) Securities of a majority-owned subsidiary that meet the 
conditions of the Transaction Requirement set forth in paragraph (b)(2) 
of this section (Primary offerings of non-convertible investment grade 
securities).
    (iv) Securities to be offered for the account of any person other 
than the issuer (``selling security holders''), provided that the 
registration statement and the prospectus are not required to separately 
identify the selling security holders or the securities to be sold by 
such persons until the filing of a prospectus, prospectus supplement, 
post-effective amendment to the registration statement, or periodic or 
current report under the Exchange Act that is incorporated by reference 
into the registration statement and prospectus, identifying the selling 
security holders and the amount of securities to be sold by each of them 
and, if included in a periodic or current report, a prospectus or 
prospectus supplement is filed, as required by Rule 430B, pursuant to 
Rule 424(b)(7) (Sec. 230.424(b)(7) of this chapter);
    (2) The registrant pays the registration fee pursuant to Rule 456(b) 
and Rule 457(r) (Sec. 230.456(b) and Sec. 230.457(r) of this chapter) or 
in accordance with Rule 456(a) (Sec. 230.456(a) of this chapter);
    (3) If the registrant is a majority-owned subsidiary, it is required 
to file and has filed reports pursuant to section 13 or section 15(d) of 
the Exchange Act (15 U.S.C. 78m or 78o(d)) and satisfies the 
requirements of this Form with regard to incorporation by reference or 
information about the majority-owned subsidiary is included in the 
registration statement (or a post-effective amendment to the 
registration statement);
    (4) The registrant may register additional securities or classes of 
its or its majority-owned subsidiaries' securities on a post-effective 
amendment pursuant to Rule 413(b) (Sec. 230.413(b) of this chapter); and

[[Page 839]]

    (5) An automatic shelf registration statement and post-effective 
amendment will become effective immediately pursuant to Rule 462(e) and 
(f) (Sec. 230.462(e) and (f) of this chapter) upon filing. All filings 
made on or in connection with automatic shelf registration statements on 
this Form become public upon filing with the Commission.
    (e) Rights offerings by foreign private issuers. A Foreign private 
issuer meeting eligibility requirements in paragraphs (a)(2) and (a)(3) 
of this section may use Form S-3 to register securities to be offered 
upon the exercise of outstanding rights granted by the issuer of the 
securities to be offered if such rights are granted pro rata to all 
existing security holders of the class of securities to which the rights 
attach. In complying with Item 11 of this Form, the registrant shall 
describe those material changes that have occurred since the end of the 
latest fiscal year for which certified financial statements were 
included in the registrant's latest filing on Form 20-F (17 CFR 
249.220f). In complying with Item 12 of this Form, the registrant shall 
incorporate by reference its latest filing on Form 20-F. The registrant 
also shall:
    (1) Furnish with the prospectus (or have furnished previously) to 
all its shareholders resident in the United States, including those 
holding under American Depository Receipts or similar arrangements, a 
copy of its latest annual report to security holders, if in the English 
language. Such annual reports or prospectus shall contain the 
registrant's undertaking to send promptly to any such United States 
holder, upon written request, a copy of the registrant's latest filing 
on Form 20-F; or
    (2) Furnish with the prospectus a copy of its latest filing on Form 
20-F.

[47 FR 11453, Mar. 16, 1982, as amended at 56 FR 30055, July 1, 1991; 57 
FR 48976, Oct. 29, 1992; 58 FR 14679, Mar. 18, 1993; 58 FR 16771, Mar. 
31, 1993; 62 FR 26388, May 14, 1997; 64 FR 11116, Mar. 8, 1999; 69 FR 
15618, Mar. 25, 2004; 70 FR 1618, Jan. 7, 2005; 70 FR 44820, Aug. 3, 
2005; 74 FR 6816, Feb. 10, 2009; 79 FR 57332, Sept. 24, 2014]

    Editorial Note: For Federal Register citations affecting Form S-3, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.14  Form N-2 for closed end management investment companies 
registered on Form N-8A.

    Form N-2 shall be used for registration under the Securities Act of 
1933 of securities of all closed end management investment companies 
registered under the Investment Company Act of 1940 on form N-8A 
(Sec. 274.10 of this chapter). This form is also to be used for the 
registration statement of such companies pursuant to section 8(b) of the 
Investment Company Act of 1940 (Sec. 274.11a-1 of this chapter). This 
form is not applicable for small business investment companies which 
register pursuant to Secs. 239.24 and 274.5 of this chapter.

[43 FR 39554, Sept. 5, 1978]

    Editorial Note: For Federal Register citations affecting Form N-2, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.15  Form N-1 for open-end management investment companies
registered on Form N-8A.

    Form N-1 shall be used for the registration under the Securities Act 
of 1933 of securities of all open-end management investment companies 
that are separate accounts of insurance companies as defined by section 
2(a)(37) of the Investment Company Act of 1940 registered under the 
Investment Company Act of 1940 on form N-8A (Sec. 274.10 of this 
chapter). This form is also to be used for the registration statement of 
such companies pursuant to section 8(b) of the Investment Company Act of 
1940 (Sec. 274.11 of this chapter). This form is not applicable for 
small business investment companies which register pursuant to 
Sec. 239.24 and Sec. 274.5 of this chapter.

(Sec. 19, Securities Act of 1933 (15 U.S.C. 77s; secs. 8 and 38, 
Investment Company Act of 1940 (15 U.S.C. 80a-8 and 80a-37)))

[49 FR 32060, Aug. 10, 1984]

    Editorial Note: For Federal Register citations affecting Form N-1, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.

[[Page 840]]



Sec. 239.15A  Form N-1A, registration statement of open-end management
investment companies.

    Form N-1A shall be used for the registration under the Securities 
Act of 1933 of securities of open-end management investment companies 
other than separate accounts of insurance companies registered under the 
Investment Company Act of 1940 (on form N-1) (Sec. 270.11 of this 
chapter). This form is also to be used for the registration statement of 
such companies pursuant to section 8(b) of the Investment Company Act of 
1940 (Sec. 270.11A of this chapter). This form is not applicable for 
small business investment companies which register pursuant to 
Secs. 239.24 and 274.5 of this chapter.

[48 FR 37940, Aug. 22, 1983]

    Editorial Note: For Federal Register citations affecting Form N-1A, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.16  Form S-6, for unit investment trusts registered on Form N-8B-2.

    This form may be used for registration under the Securities Act of 
1933 of securities of any unit investment trust registered under the 
Investment Company Act of 1940 on Form N-8B-2 (Sec. 274.12 of this 
chapter).

    Editorial Note: For Federal Register citations affecting Form S-6, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.16b  Form S-8, for registration under the Securities Act of 1933
of securities to be offered to employees pursuant to employee benefit
plans.

    (a) Any registrant that, immediately prior to the time of filing a 
registration statement on this form, is subject to the requirement to 
file reports pursuant to section 13 (15 U.S.C. 78m) or 15(d) (15 U.S.C. 
78o(d)) of the Securities Exchange Act of 1934; has filed all reports 
and other materials required to be filed by such requirements during the 
preceding 12 months (or for such shorter period that the registrant was 
required to file such reports and materials); is not a shell company (as 
defined in Sec. 230.405 of this chapter) and has not been a shell 
company for at least 60 calendar days previously (subject to Instruction 
A.1.(a)(7) to Form S-8); and if it has been a shell company at any time 
previously, has filed current Form 10 information (as defined in 
Instruction A.1.(a)(6) to Form S-8) with the Commission at least 60 
calendar days previously reflecting its status as an entity that is not 
a shell company (subject to Instruction A.1.(a)(7) to Form S-8), may use 
this form for registration under the Securities Act of 1933 (the Act) 
(15 U.S.C. 77a et seq.) of the following securities:
    (1) Securities of the registrant to be offered to its employees or 
employees of its subsidiaries or parents under any employee benefit 
plan. The form also is available for the exercise of employee benefit 
plan options by an employee's family member (as defined in General 
Instruction A.1(a)(5) to Form S-8) who has acquired the options from the 
employee through a gift or a domestic relations order.
    (2) Interests in the above plans, if such interests constitute 
securities and are required to be registered under the Act. (See Release 
No. 33-6188 (February 1, 1980) and section 3(a)(2) of the Act.)
    (b) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec. 232.101 of this chapter) shall have:
    (1) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); and
    (2) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T 
(Sec. 232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such

[[Page 841]]

shorter period of time that the registrant was required to submit and 
post such files).

[55 FR 23925, June 13, 1990, as amended at 58 FR 14680, Mar. 18, 1993; 
64 FR 11116, Mar. 8, 1999; 70 FR 42246, July 21, 2005; 74 FR 6817, Feb. 
10, 2009]

    Editorial Note: For Federal Register citations affecting Form S-8, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.17  [Reserved]



Sec. 239.17a  Form N-3, registration statement for separate accounts
organized as management investment companies.

    Form N-3 shall be used for registration under the Securities Act of 
1933 of securities of separate accounts that offer variable annuity 
contracts and which register under the Investment Company Act of 1940 as 
management investment companies, and certain other separate accounts. 
This form is also to be used for the registration statement of such 
separate accounts pursuant to section 8(b) of the Investment Company Act 
of 1940 (Sec. 274.11b of this chapter).

[50 FR 26160, June 25, 1985]

    Editorial Note: For Federal Register citations affecting Form N-3, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.17b  Form N-4, registration statement for separate accounts
organized as unit investment trusts.

    Form N-4 shall be used for registration under the Securities Act of 
1933 of securities of separate accounts that offer variable annuity 
contracts and which register under the Investment Company Act of 1940 as 
unit investment trusts, and certain other separate accounts. This form 
is also to be used for the registration statement of such separate 
accounts pursuant to section 8(b) of the Investment Company Act of 1940 
(Sec. 274.11c of this chapter).

[50 FR 26160, June 25, 1985]

    Editorial Note: For Federal Register citations affecting Form N-4, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.17c  Form N-6, registration statement for separate accounts
organized as unit investment trusts that offer variable life insurance
policies.

    Form N-6 shall be used for registration under the Securities Act of 
1933 of securities of separate accounts that offer variable life 
insurance policies and that register under the Investment Company Act of 
1940 as unit investment trusts. This form is also to be used for the 
registration statement of such separate accounts pursuant to section 
8(b) of the Investment Company Act of 1940 (Sec. 274.11d of this 
chapter).

[67 FR 19870, Apr. 23, 2002]

    Editorial Note: For Federal Register citations affecting Form N-6, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.18  Form S-11, for registration under the Securities Act of 1933 
of securities of certain real estate companies.

    This form shall be used for registration under the Securities Act of 
1933 of (a) securities issued by real estate investment trusts, as 
defined in section 356 of the Internal Revenue Code, or (b) securities 
issued by other issuers whose business is primarily that of acquiring 
and holding for investment real estate or interests in real estate or 
interests in other issuers whose business is primarily that of acquiring 
and holding real estate or interests in real estate for investment. This 
form shall not be used, however, by any issuer which is an investment 
company registered or required to register under the Investment Company 
Act of 1940. In addition, this form shall not be used for an offering of 
asset-backed securities, as defined in Sec. 229.1101 of this chapter.

[33 FR 18991, Dec. 20, 1968, as amended at 70 FR 1619, Jan. 7, 2005]

    Editorial Note: For Federal Register citations affecting Form S-11, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.

[[Page 842]]



Sec. 239.19  [Reserved]



Sec. 239.20  Form S-20, for standardized options.

    This form may be used to register standardized options under the 
Securities Act of 1933 where the issuer undertakes not to issue, clear, 
guarantee or accept an option registered on Form S-20 unless there is a 
definitive options disclosure document meeting the requirements of Rule 
9b-1 of the Securities Exchange Act of 1934.

[47 FR 41955, Sept. 23, 1982]

    Editorial Note: For Federal Register citations affecting Form S-20, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.23  Form N-14, for the registration of securities issued in 
business combination transactions by investment companies and business
development companies.

    This form shall be used by a registered investment company or a 
business development company as defined by section 2(a)(48) of the 
Investment Company Act of 1940 for registration under the Securities Act 
of 1933 of securities to be issued:
    (a) In a transaction of the type specified in paragraph (a) of Rule 
145 (Sec. 230.145 of this chapter);
    (b) In a merger in which the applicable state law would not require 
the solicitation of the votes or consents of all the security holders of 
the company being acquired;
    (c) In an exchange offer for securities of the issuer or another 
entity;
    (d) In a public reoffering or resale of any such securities acquired 
pursuant to this registration statement;
    (e) In more than one of the kinds of transactions listed in 
paragraphs (a) through (d) registered on one registration statement.

[50 FR 48383, Nov. 25, 1985]

    Editorial Note: For Federal Register citations affecting Form N-14, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.24  Form N-5, form for registration of small business investment
company under the Securities Act of 1933 and the Investment Company Act 
of 1940.

    This form shall be used for registration under the Securities Act of 
1933 of securities issued by any small business investment company which 
is registered under the Investment Company Act of 1940, and which is 
licensed under the Small Business Investment Company Act of 1958 or 
which has received the preliminary approval of the Small Business 
Administration and has been notified by the Administration that it may 
submit a license application. This form may also be used for the 
registration statement of such company pursuant to section 8(b) of the 
Investment Company Act of 1940. The initial registration of such company 
on this form will be deemed to be filed under both the Securities Act of 
1933 and the Investment Company Act of 1940 unless it is indicated that 
the filing is made only for the purpose of one of such acts. (Same as 
Sec. 274.5 of this chapter.)

    Editorial Note: For Federal Register citations affecting Form N-5, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.25  Form S-4, for the registration of securities issued in
business combination transactions.

    This form may be used for registration under the Securities Act of 
1933 of securities to be issued (a) in a transaction of the type 
specified in paragraph (a) of Rule 145 (Sec. 230.145 of this chapter); 
(b) in a merger in which the applicable state law would not require the 
solicitation of the votes or consents of all of the security holders of 
the company being acquired; (c) in an exchange offer for securities of 
the issuer or another entity; (d) in a public reoffering or resale of 
any such securities acquired pursuant to this registration statement; or 
(e) in more than one of the kinds of transactions listed in paragraphs 
(a) through (d) registered on one registration statement.

[50 FR 19001, May 6, 1985]

    Editorial Note: For Federal Register citations affecting Form S-4, 
see the List of CFR Sections Affected, which appears in the

[[Page 843]]

Finding Aids section of the printed volume and at www.fdsys.gov.



Secs. 239.26-239.30  [Reserved]



Sec. 239.31  Form F-1, registration statement under the Securities
Act of 1933 for securities of certain foreign private issuers.

    (a) Form F-1 shall be used for registration under the Securities Act 
of 1933 (``Securities Act'') of securities of all foreign private 
issuers, as defined in rule 405 (Sec. 230.405 of this chapter) for which 
no other form is authorized or prescribed. In addition, this form shall 
not be used for an offering of asset-backed securities, as defined in 
Sec. 229.1101 of this chapter.
    (b) If a registrant is a majority-owned subsidiary, which does not 
itself meet the conditions of these eligibility requirements, it shall 
nevertheless be deemed to have met such conditions if its parent meets 
the conditions and if the parent fully guarantees the securities being 
registered as to principal and interest.

[47 FR 54771, Dec. 6, 1982, as amended at 56 FR 30055, 30056, July 1, 
1991; 70 FR 1619, Jan. 7, 2005]

    Editorial Note: For Federal Register citations affecting Form F-1, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.32  [Reserved]



Sec. 239.33  Form F-3, for registration under the Securities
Act of 1933 of securities of certain foreign private issuers offered
pursuant to certain types of transactions.

    This instruction set forth registrant requirements and transaction 
requirements for the use of Form F-3. Any foreign private issuer, as 
defined in Rule 405 (Sec. 230.405 of this chapter), which meets the 
requirements of paragraph (a) of this section (the ``Registrant 
Requirements'') may use this Form for the registration of securities 
under the Securities Act of 1933 (the ``Securities Act'') which are 
offered in any transaction specified in paragraph (b) of this section 
(the ``Transaction Requirements''), provided that the requirements 
applicable to the specified transaction are met. With respect to 
majority-owned subsidiaries, see paragraph (a)(5) of this section. With 
respect to well-known seasoned issuers and majority-owned subsidiaries 
of well-known seasoned issuers, see paragraph (c) of this section.
    (a) Registrant requirements. Except as set forth in this paragraph 
(a), all registrants must meet the following conditions in order to use 
this Form F-3 for registration under the Securities Act of securities 
offered in the transactions specified in paragraph (b) of this section:
    (1) The registrant has a class of securities registered pursuant to 
section 12(b) of the Securities Exchange Act of 1934 (``Exchange Act'') 
or has a class of equity securities registered pursuant to section 12(g) 
of the Exchange Act or is required to file reports pursuant to section 
15(d) of the Exchange Act and has filed at least one annual report on 
Form 20-F (Sec. 249.220f of this chapter), on Form 10-K (Sec. 249.310 of 
this chapter) or, in the case of registrants described in General 
Instruction A(2) of Form 40-F, on Form 40-F (Sec. 249.240f of this 
chapter) under the Exchange Act.
    (2) The registrant:
    (i) Has been subject to the requirements of section 12 or 15(d) of 
the Exchange Act and has filed all the material required to be filed 
pursuant to sections 13, 14 or 15(d) of the Exchange Act for a period of 
at least twelve calendar months immediately preceding the filing of the 
registration statement on this form; and
    (ii) Has filed in a timely manner all reports required to be filed 
during the twelve calendar months and any portion of a month immediately 
preceding the filing of the registration statement and, if the 
registrant has used (during those twelve calendar months and that 
portion of a month) Sec. 240.12b-25(b) of this chapter with respect to a 
report or a portion of a report, that report or portion thereof has 
actually been filed within the time period prescribed by Sec. 240.12b-
25(b) of this Chapter.
    (3) Neither the registrant nor any of its consolidated or 
unconsolidated subsidiaries have, since the end of their last fiscal 
year for which certified financial statements of the registrant and its 
consolidated subsidiaries were included in a report filed pursuant to

[[Page 844]]

section 13(a) or 15(d) of the Exchange Act: (i) Failed to pay any 
dividend or sinking fund installment on preferred stock; or (ii) 
defaulted (A) on any installment or installments on indebtedness for 
borrowed money, or (B) on any rental on one or more long term leases, 
which defaults in the aggregate are material to the financial position 
of the registrant and its consolidated and unconsolidated subsidiaries, 
taken as a whole.
    (4) If the registrant is a successor registrant, it shall be deemed 
to have met conditions 1, 2, 3 and 4 above if: (i) Its predecessor and 
it, taken together, do so, provided that the succession was primarily 
for the purpose of changing the state or other jurisdiction of 
incorporation of the predecessor or forming a holding company and that 
the assets and liabilities of the successor at the time of succession 
were substantially the same as those of the predecessor; or (ii) all 
predecessors met the conditions at the time of succession and the 
registrant has continued to do so since the succession.
    (5) Majority-owned subsidiaries. If a registrant is a majority-owned 
subsidiary, security offerings may be registered on this form if:
    (i) The registrant-subsidiary itself meets the Registrant 
Requirements and the applicable Transaction Requirement;
    (ii) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the conditions of the Transaction Requirement set forth 
in paragraph (b)(2) of this section (Offerings of Certain Debt or 
Preferred Securities) are met;
    (iii) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and provides a 
full and unconditional guarantee, as defined in Rule 3-10 of Regulation 
S-X (Sec. 210.33-10 of this chapter), of the payment obligation on the 
securities being registered, and the securities being registered are 
non-convertible securities, other than common equity;
    (iv) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and the 
securities of the registrant-subsidiary being registered are full and 
unconditional guarantees, as defined in Rule 3-10 of Regulation S-X, of 
the payment obligations on the parent's non-convertible securities, 
other than common equity, being registered; or
    (v) The parent of the registrant-subsidiary meets the Registrant 
Requirements and the applicable Transaction Requirement, and the 
securities of the registrant-subsidiary being registered are guarantees 
of the payment obligations on the non-convertible securities, other than 
common equity, being registered by another majority-owned subsidiary of 
the parent, where the parent provides a full and unconditional 
guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-
convertible securities.

    Note to paragraph (a)(5): In the situations described in paragraphs 
(a)(5)(iii), (a)(5)(iv); and (a)(5)(v) of this section, the parent or 
majority-owned subsidiary guarantor is the issuer of a separate security 
consisting of the guarantee, which must be concurrently registered, but 
may be registered on the same registration statement as are the 
guaranteed non-convertible securities. Both the parent and majority-
owned subsidiary shall each disclose the information required by this 
Form as if each were the only registrant except that if the majority-
owned subsidiary will not be eligible to file annual reports on Form 20-
F or Form 40-F (Sec. 249.220f or Sec. 249.240f of this chapter) after 
the effective date of the registration statement, then is shall disclose 
the information specified in Form S-3 (Sec. 239.13). Rule 3-10 of 
Regulation S-X specifies the financial statements required.

    (6) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec. 232.101 of this chapter) shall have:
    (i) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); and
    (ii) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T 
(Sec. 232.405 of this chapter) during the twelve calendar months and

[[Page 845]]

any portion of a month immediately preceding the filing of the 
registration statement on this Form (or for such shorter period of time 
that the registrant was required to submit and post such files).
    (b) Transaction requirements. Security offerings meeting any of the 
following conditions and made by registrants meeting the Registrant 
Requirements above may be registered on this Form:
    (1) Primary offerings by certain registrants. Securities to be 
offered for cash by or on behalf of a registrant, provided that the 
aggregate market value worldwide of the voting and non-voting common 
equity held by non-affiliates of the registrant is the equivalent of $75 
million or more. In the case of securities registered pursuant to this 
paragraph, the financial statements included in this registration 
statement must comply with Item 18 of Form 20-F (Sec. 249.220f of this 
chapter).

Instruction to paragraph (b)(1): The aggregate market value of the 
registrant's outstanding voting stock shall be computed by use of the 
price at which the stock was last sold, or the average of the bid and 
asked prices of such stock, in the principal market for such stock as of 
a date within 60 days prior to the date of filing. See the definition of 
``affiliate'' in Securities Act Rule 405 (Sec. 230.405 of this chapter).

    (2) Primary offerings of non-convertible securities other than 
common equity. Non-convertible securities, other than common equity, to 
be offered for cash by or on behalf of a registrant, provided the 
registrant:
    (i) Has issued (as of a date within 60 days prior to the filing of 
the registration statement) at least $1 billion in non-convertible 
securities, other than common equity, in primary offerings for cash, not 
exchange, registered under the Securities Act, over the prior three 
years; or
    (ii) Has outstanding (as of a date within 60 days prior to the 
filing of the registration statement) at least $750 million of non-
convertible securities, other than common equity, issued in primary 
offerings for cash, not exchange, registered under the Securities Act of 
1933 (15 U.S.C. 77a); or
    (iii) Is a wholly-owned subsidiary of a well-known seasoned issuer 
(as defined in 17 CFR 230.405); or
    (iv) Is a majority-owned operating partnership of a real estate 
investment trust that qualifies as a well-known seasoned issuer (as 
defined in 17 CFR 230.405); or
    (v) Discloses in the registration statement that it has a reasonable 
belief that it would have been eligible to use Form F-3 as of September 
1, 2011 because it is registering a primary offering of non-convertible 
investment grade securities, discloses the basis for such belief, and 
files a final prospectus for an offering pursuant to such registration 
statement on Form F-3 on or before September 2, 2014.

Instruction to paragraph (b)(2). For purposes of paragraph (b)(2)(i) of 
this section, an insurance company, as defined in Section 2(a)(13) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(13)), when using this Form 
F-3 to register offerings of securities subject to regulation under the 
insurance laws of any State or Territory of the United States or the 
District of Columbia (``insurance contracts''), may include purchase 
payments or premium payments for insurance contracts, including purchase 
payments or premium payments for variable insurance contracts (not 
including purchase payments or premium payments initially allocated to 
investment options that are not registered under the Securities Act of 
1933 (15 U.S.C. 77a)), issued in offerings registered under the 
Securities Act of 1933 over the prior three years. For purposes of 
paragraph (b)(ii) of this section, an insurance company, as defined in 
Section 2(a)(13) of the Securities Act of 1933, when using this Form F-3 
to register offerings of insurance contracts, may include the contract 
value, as of the measurement date, of any outstanding insurance 
contracts, including variable insurance contracts (not including the 
value allocated as of the measurement date to investment options that 
are not registered under the Securities Act of 1933), issued in 
offerings registered under the Securities Act of 1933.

    (3) Transactions involving secondary offerings. Outstanding 
securities to be offered for the account of any person other than the 
issuer, including securities acquired by standby underwriters in 
connection with the call or redemption by the issuer of warrants or a 
class of convertible securities. In the case of such securities, the 
financial statements included in this registration statement may comply 
with Item 17 or 18 of Form 20-F (Sec. 249.220f of this chapter). In 
addition, Form F-3 (Sec. 239.33)

[[Page 846]]

may be used by affiliates to register securities for resale pursuant to 
the conditions specified in General Instruction C to Form S-8 
(Sec. 239.16b). In the case of such securities, the financial statements 
included in this registration statement must comply with Item 18 of Form 
20-F (Sec. 249.220f of this chapter).
    (4) Rights offerings, dividend or interest reinvestment plans, and 
conversions or warrants. Securities to be offered:
    (i) Upon the exercise of outstanding rights granted by the issuer of 
the securities to be offered, if such rights are granted pro rata to all 
existing security holders of the class of securities to which the rights 
attach; or
    (ii) Pursuant to a dividend or interest reinvestment plan; or
    (iii) Upon the conversion of outstanding convertible securities or 
upon the exercise of outstanding transferable warrants issued by the 
issuer of the securities to be offered, or by an affiliate of such 
issuer. In the case of securities registered pursuant to this paragraph, 
the financial statements included in this registration statement may 
comply with Item 17 or 18 of Form 20-F (Sec. 249.220f of this chapter). 
The registration of securities to be offered or sold in a standby 
underwriting in the United States or similar arrangement is not 
permitted pursuant to this paragraph. See paragraphs (b) (1), (2) and 
(3) of this section.
    (c) Automatic shelf offerings by well-known seasoned issuers. Any 
registrant that is a well-known seasoned issuer as defined in Rule 405 
(Sec. 230.405 of this chapter) at the most recent eligibility 
determination date specified in paragraph (2) of such definition may use 
this Form for registration under the Securities Act of securities 
offerings, other then pursuant to Rule 415(a)(1)(vii) or (viii) 
(Sec. 230.415(a)(1)(vii) or (viii) of this chapter), as follows:
    (1) The securities to be offered are:
    (i) Any securities to be offered pursuant to Rule 415, Rule 430A, or 
Rule 430B (Sec. 230.415, Sec. 230.430A, or Sec. 230.430B of this 
chapter) by:
    (A) A registrant that is a well-known seasoned issuer by reason of 
paragraph (1)(i)(A) of the definition in rule 405; or
    (B) A registrant that is a well-known seasoned issuer only by reason 
of paragraph (1)(i)(B) of the definition in Rule 405 if the registrant 
also is eligible to register a primary offering of its securities 
pursuant to paragraph (b)(1) of this section;
    (ii) Non-convertible securities, other than common equity, to be 
offered pursuant to Rule 415, Rule 430A, or Rule 430B by a registrant 
that is a well-known seasoned issuer only by reason of paragraph 
(1)(i)(B) of the definition in Rule 405 and does not fall within 
paragraph (b)(1) of this section;
    (iii) Securities of majority-owned subsidiaries of the parent 
registrant to be offered pursuant to Rule 415, Rule 430A, or Rule 430B 
if the parent registrant is a well-known seasoned issuer and the 
securities of the majority-owned subsidiary being registered meet the 
following requirements:
    (A) Securities of a majority-owned subsidiary that is a well-known 
seasoned issuer at the time it becomes a registrant, other than by 
virtue of paragraph (1)(ii) of the definition of well-known seasoned 
issuer in Rule 405;
    (B) Securities of a majority-owned subsidiary that are non-
convertible securities, other than common equity, and the parent 
registrant provides a full and unconditional guarantee, as defined in 
Rule 3-10 of Regulation S-X, of the payment obligations on the non-
convertible securities;
    (C) Securities of a majority-owned subsidiary that are a guarantee 
of:
    (1) Non-convertible securities, other than common equity, of the 
parent registrant being registered;
    (2) Non-convertible securities, other than common equity, of another 
majority-owned subsidiary being registered and the parent registrant has 
provided a full and unconditional guarantee, as defined in Rule 3-10 of 
Regulation S-X, of the payment obligations on such non-convertible 
securities; or
    (D) Securities of a majority-owned subsidiary that meet the 
conditions of the Transaction Requirement set forth in paragraph (b)(2) 
of this section (Primary offerings of non-convertible investment grade 
securities).
    (iv) Securities to be offered for the account of any person other 
than the issuer (``selling security holders''), provided that the 
registration statement and the prospectus are not required to separately 
identify the selling security

[[Page 847]]

holders or the securities to be sold by such persons until the filing of 
a prospectus, prospectus supplement, post-effective amendment to the 
registration statement, or report under the Exchange Act that is 
incorporated by reference into the registration statement and 
prospectus, identifying the selling security holders and the amount of 
securities to be sold by each of them and, if included in a report under 
the Exchange Act that is incorporated by reference, a prospectus or 
prospectus supplement is filed, as required by Rule 430B, pursuant to 
Rule 424(b)(7) (Sec. 230.424(b)(7) of this chapter).
    (2) The registrant pays the registration fee pursuant to Rules 
456(b) and 457(r) (Sec. 230.456(b) and Sec. 230.457(r) of this chapter) 
or in accordance with Rule 456(a) (Sec. 230.456(a) of this chapter);
    (3) If the registrant is a majority-owned subsidiary, it is required 
to file and has filed reports pursuant to section 13 or section 15(d) of 
the Exchange Act (15 U.S.C. 78m or 78o(d)) and satisfies the 
requirements of this Form with regard to incorporation by reference or 
information about the majority-owned subsidiary is included in the 
registration statement (or a post-effective amendment to the 
registration statement);
    (4) The registrant may register additional securities or classes of 
its or its subsidiaries' securities on a post-effective amendment 
pursuant to Rule 413(b) (Sec. 230.413(b) of this chapter); and
    (5) An automatic shelf registration statement and post-effective 
amendment will become effective immediately pursuant to Rule 462(e) and 
(f) (Sec. 230.462(e) and (f) of this chapter) upon filing. All filings 
made on or in connection with automatic shelf registration statements on 
this Form become public upon filing with the Commission.

[47 FR 54776, Dec. 6, 1982, as amended at 56 FR 30055, 30057, July 1, 
1991; 58 FR 14681, Mar. 18, 1993; 59 FR 21652, Apr. 26, 1994; 62 FR 
26388, May 14, 1997; 70 FR 1620, Jan. 7, 2005; 70 FR 44825, Aug. 3, 
2005; 74 FR 6817, Feb. 10, 2009]

    Editorial Note: For Federal Register citations affecting Form F-3, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.34  Form F-4, for registration of securities of foreign 
private issuers issued in certain business combination transactions.

    This form may be used by any foreign private issuer, as defined in 
rule 405 (Sec. 230.405 of this chapter), for registration under the 
Securities Act of 1933 (``Securities Act'') of securities to be issued:
    (a) In a transaction of the type specified in paragraph (a) of rule 
145 (Sec. 230.145 of this chapter);
    (b) In a merger in which the applicable law would not require the 
solicitation of the votes or consents of all of the securityholders of 
the company being acquired;
    (c) In an exchange offer for securities of the issuer or another 
entity;
    (d) In a public reoffering or resale of any such securities acquired 
pursuant to this registration statement; or
    (e) In more than one of the kinds of transactions listed in 
paragraphs (a) through (d) registered on one registration statement.

[56 FR 30058, July 1, 1991]

    Editorial Note: For Federal Register citations affecting Form F-4, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.35  [Reserved]



Sec. 239.36  Form F-6, for registration under the Securities Act of 1933
of depositary shares evidenced by American Depositary Receipts.

    Form F-6 may be used for the registration under the Securities Act 
of 1933 (the Securities Act) of Depositary shares evidenced by American 
Depositary Receipts (ADRs) issued by a depositary against the deposit of 
the securities of a foreign issuer (regardless of the physical location 
of the certificates) if the following conditions are met:
    (a) The holder of the ADRs is entitled to withdraw the deposited 
securities at any time subject only to (1) temporary delays caused by 
closing transfer books of the depositary or the issuer of the deposited 
securities or the deposit of shares in connection with voting at a 
shareholders' meeting, or the payment of dividends, (2) the payment of 
fees,

[[Page 848]]

taxes, and similar charges, and (3) compliance with any laws or 
governmental regulations relating to ADRs or to the withdrawal of 
deposited securities;
    (b) The deposited securities are offered or sold in transactions 
registered under the Securities Act or in transactions that would be 
exempt therefrom if made in the United States; and
    (c) As of the filing date of this registration statement, the issuer 
of the deposited securities is reporting pursuant to the periodic 
reporting requirements of section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 or the deposited securities are exempt therefrom by 
Rule 12g3-2(b) (Sec. 240.12g3-2(b) of this chapter) unless the issuer of 
the deposited securities concurrently files a registration statement on 
another form for the deposited securities.

[48 FR 12348, Mar. 24, 1983]

    Editorial Note: For Federal Register citations affecting Form F-6, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.37  Form F-7, for registration under the Securities Act of 1933
of securities of certain Canadian issuers offered for cash upon the 
exercise of rights granted to existing securityholders.

    (a) Form F-7 may be used for the registration under the Securities 
Act of 1933 (the ``Securities Act'') of the registrant's securities 
offered for cash upon the exercise of rights to purchase or subscribe 
for such securities that are granted to its existing securityholders in 
proportion to the number of securities held by them as of the record 
date for the rights offer.
    (b) Form F-7 is available to any registrant that:
    (1) Is incorporated or organized under the laws of Canada or any 
Canadian province or territory;
    (2) Is a foreign private issuer; and
    (3) Has had a class of its securities listed on The Montreal 
Exchange, The Toronto Stock Exchange or the Senior Board of the 
Vancouver Stock Exchange for the 12 calendar months immediately 
preceding the filing of this Form, has been subject to the continuous 
disclosure requirements of any securities commission or equivalent 
regulatory authority in Canada for a period of at least 36 calendar 
months immediately preceding the filing of this Form, and is currently 
in compliance with obligations arising from such listing and reporting.

Instruction: For purposes of this Form, ``foreign private issuer'' shall 
be construed in accordance with Rule 405 under the Securities Act.

    (c) If the registrant is a successor registrant subsisting after a 
statutory amalgamation, merger, arrangement or other reorganization 
requiring the vote of shareholders of the participating companies (a 
``business combination''), the registrant shall be deemed to meet the 
36-month reporting requirement and the 12-month listing requirement of 
paragraph (b)(3) of this section if:
    (1) The time the successor registrant has been subject to the 
continuous disclosure requirements of any securities commission or 
equivalent regulatory authority in Canada, when added separately to the 
time each predecessor had been subject to such requirements at the time 
of the business combination, in each case equals at least 36 calendar 
months, provided, however, that any predecessor need not be considered 
for purposes of the reporting history calculation if the reporting 
histories of predecessors whose assets and gross revenues, respectively, 
would contribute at least 80 percent of the total assets and gross 
revenues from continuing operations of the successor registrant, as 
measured based on pro forma combination of such participating companies' 
most recently completed fiscal years immediately prior to the business 
combination, when combined with the reporting history of the successor 
registrant in each case satisfy such 36-month reporting requirement;
    (2) The time the successor registrant has been subject to the 
listing requirements of the specified exchanges, when added separately 
to the time each predecessor had been subject to such requirements at 
the time of the business combination, in each case equals at least 12 
calendar months, provided, however, that any predecessor need not be 
considered for purposes of the listing history calculation if the 
listing

[[Page 849]]

histories of predecessors whose assets and gross revenues, respectively, 
would contribute at least 80 percent of the total assets and gross 
revenues from continuing operations of the successor registrant, as 
measured based on pro forma combination of such participating companies' 
most recently completed fiscal years immediately prior to the business 
combination, when combined with the listing history of the successor 
registrant in each case satisfy such 12-month listing requirement; and
    (3) The successor registrant has been subject to such continuous 
disclosure requirements and listing requirements since the business 
combination, and is currently in compliance with its obligations 
thereunder.
    (d) The rights in connection with the transaction granted to 
securityholders that are U.S. holders shall be granted upon terms and 
conditions not less favorable than those extended to any other holder of 
the same class of securities. The securities offered or sold upon 
exercise of rights granted to U.S. holders may not be registered on this 
Form if such rights are transferable other than in accordance with 
Regulation S under the Securities Act.

Instruction: For purposes of this Form, the term ``U.S. holder'' shall 
mean any person whose address appears on the records of the registrant, 
any voting trustee, any depositary, any share transfer agent or any 
person acting on behalf of the registrant as being located in the United 
States.

    (e) This Form shall not be used if the registrant is an investment 
company registered or required to be registered under the Investment 
Company Act of 1940.
    (f) Any non-U.S. person acting as trustee with respect to the 
securities being registered shall file a Form F-X (Sec. 239.42 of this 
chapter) with the Commission at the time of filing this Form.

[56 FR 30060, July 1, 1991]

    Editorial Note: For Federal Register citations affecting Form F-7, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.38  Form F-8, for registration under the Securities
Act of 1933 of securities of certain Canadian issuers to be issued
in exchange offers or a business combination.

    (a) Form F-8 may be used for registration under the Securities Act 
of 1933 (``Securities Act'') of securities to be issued in an exchange 
offer or in connection with a statutory amalgamation, merger, 
arrangement or other reorganization requiring the vote of shareholders 
of the participating companies (a ``business combination''). Securities 
may be registered on this Form whether they constitute the sole 
consideration for such exchange offer or business combination, or are 
offered in conjunction with cash.
    (b) This Form shall not be used for registration of securities if no 
takeover bid circular or issuer bid circular (in the case of an exchange 
offer) or information circular (in the case of a business combination) 
is prepared pursuant to the requirements of any Canadian jurisdiction 
due to the availability of an exemption from such requirements.
    (c) This Form may not be used for registration of derivative 
securities except:
    (1) Warrants, options and rights, provided that such securities and 
the underlying securities to which they relate are issued by the 
registrant, its parent or an affiliate of either; and
    (2) Convertible securities, provided that such securities are 
convertible only into securities of the registrant, its parent or an 
affiliate of either.

Instruction: For purposes of this Form, an ``affiliate'' of a person is 
anyone who beneficially owns, directly or indirectly, or exercises 
control or direction over, more than 10 percent of the outstanding 
equity shares of such person. The determination of a person's affiliates 
shall be made as of the end of such person's most recently completed 
fiscal year.

    (d) In the case of an exchange offer, Form F-8 is available to any 
registrant that:
    (1) Is incorporated or organized under the laws of Canada, or any 
Canadian province or territory;
    (2) Is a foreign private issuer;
    (3) Has had a class of its securities listed on The Montreal 
Exchange, The Toronto Stock Exchange or the Senior

[[Page 850]]

Board of the Vancouver Stock Exchange for the 12 calendar months 
immediately preceding the filing of this Form, has been subject to the 
continuous disclosure requirements of any securities commission or 
equivalent regulatory authority in Canada for a period of at least 36 
calendar months immediately preceding the filing of this Form, and is 
currently in compliance with obligations arising from such listing and 
reporting; and
    (4) Has an aggregate market value of the public float of its 
outstanding equity shares of (CN) $75 million or more; provided, 
however, that such public float requirement need not be satisfied if the 
issuer of the securities to be exchanged is also the registrant on this 
Form.

Instructions: 1. For purposes of this Form, ``foreign private issuer'' 
shall be construed in accordance with rule 405 under the Securities Act.
    2. For purposes of this Form, ``equity shares'' shall mean common 
shares, non-voting equity shares and subordinate or restricted voting 
equity shares, but shall not include preferred shares.
    3. For purposes of this Form, the ``public float'' of specified 
securities shall mean only such securities held by persons other than 
affiliates of the issuer.
    4. For purposes of this Form, the market value of the public float 
of outstanding equity shares shall be computed by use of the price at 
which such shares were last sold, or the average of the bid and asked 
prices of such shares, in the principal market for such shares as of a 
date within 60 days prior to the date of filing. If there is no market 
for any of such securities, the book value of such securities computed 
as of the latest practicable date prior to the filing of this Form shall 
be used for purposes of calculating the market value, unless the issuer 
of such securities is in bankruptcy or receivership or has an 
accumulated capital deficit, in which case one-third of the principal 
amount, par value or stated value of such securities shall be used.

    (e) In the case of an exchange offer, the securities to be 
registered on this Form shall be offered to U. S. holders upon terms and 
conditions not less favorable than those offered to any other holder of 
the same class of the securities to be exchanged (the ``subject 
securities'') for the securities of the registrant.
    (f) In the case of an exchange offer, if the registrant is a 
successor registrant subsisting after a business combination, the 
registrant shall be deemed to meet the 36-month reporting requirement 
and the 12-month listing requirement of paragraph (d)(3) of this section 
if:
    (1) The time the successor registrant has been subject to the 
continuous disclosure requirements of any securities commission or 
equivalent regulatory authority in Canada, when added separately to the 
time each predecessor had been subject to such requirements at the time 
of the business combination, in each case equals at least 36 calendar 
months, provided, however, that any predecessor need not be considered 
for purposes of the reporting history calculation if the reporting 
histories of predecessors whose assets and gross revenues, respectively, 
would contribute at least 80 percent of the total assets and gross 
revenues from continuing operations of the successor registrant, as 
measured based on pro forma combination of such participating companies' 
most recently completed fiscal years immediately prior to the business 
combination, when combined with the reporting history of the successor 
registrant in each case satisfy such 36-month reporting requirement;
    (2) The time the successor registrant has been subject to the 
listing requirements of the specified exchanges, when added separately 
to the time each predecessor had been subject to such requirements at 
the time of the business combination, in each case equals at least 12 
calendar months, provided, however, that any predecessor need not be 
considered for purposes of the listing history calculation if the 
listing histories of predecessors whose assets and gross revenues, 
respectively, would contribute at least 80 percent of the total assets 
and gross revenues from continuing operations of the successor 
registrant, as measured based on pro forma combination of such 
participating companies' most recently completed fiscal years 
immediately prior to the business combination, when combined with the 
listing history of the successor registrant in each case satisfy such 
12-month listing requirement; and

[[Page 851]]

    (3) The successor registrant has been subject to such continuous 
disclosure requirements and listing requirements since the business 
combination, and is currently in compliance with its obligations 
thereunder.
    (g) In the case of an exchange offer, the issuer of the subject 
securities shall be incorporated or organized under the laws of Canada 
or any Canadian province or territory and be a foreign private issuer, 
and less than 25 percent of the class of subject securities outstanding 
shall be held by U. S. holders.

Instructions: 1. For purposes of exchange offers, the term ``U. S. 
holder'' shall mean any person whose address appears on the records of 
the issuer of the subject securities, any voting trustee, any 
depositary, any share transfer agent or any person acting in a similar 
capacity on behalf of the issuer of the subject securities as being 
located in the United States.
    2. With respect to any tender offer, including any exchange offer, 
otherwise eligible to proceed in accordance with rule 14d-1(b) under the 
Securities Exchange Act of 1934 (the ``Exchange Act''), the issuer of 
the subject securities will be presumed to be a foreign private issuer 
and U. S. holders will be presumed to hold less than 25 percent of such 
outstanding securities, unless (a) the aggregate trading volume of that 
class on national securities exchanges in the United States and on 
NASDAQ exceeded its aggregate trading volume on securities exchanges in 
Canada and on the Canadian Dealing Network, Inc. (``CDN'') over the 12 
calendar month period prior to commencement of this offer, or if 
commenced in response to a prior offer, over the 12 calendar month 
period prior to commencement of the initial offer (based on volume 
figures published by such exchanges and NASDAQ and CDN) ; (b) the most 
recent annual report or annual information form filed or submitted by 
the issuer with securities regulators of Ontario, Quebec, British 
Columbia or Alberta (or, if the issuer of the subject securities is not 
a reporting issuer in any of such provinces, with any other Canadian 
securities regulator) or with the Commission indicates that U. S. 
holders hold 25 percent or more of the outstanding subject class of 
securities; or (c) the offeror has actual knowledge that the level of U. 
S. ownership equals or exceeds 25 percent of such securities.
    3. For purposes of this Form, if this Form is filed during the 
pendency of one or more ongoing cash tender or exchange offers for 
securities of the class subject to the offer that was commenced or was 
eligible to be commenced on Schedule 13E-4F, Schedule 14D-1F, and/or 
Form F-8 or Form F-80, the date for calculation of U.S. ownership shall 
be the same as that date used by the initial bidder or issuer.
    4. For purposes of this Form, the class of subject securities shall 
not include any securities that may be converted into or are 
exchangeable for the subject securities.
    5. For purposes of exchange offers, the calculation of U. S. holders 
shall be made as of the end of the subject issuer's last quarter or, if 
such quarter terminated within 60 days of the filing date, as of the end 
of such issuer's preceding quarter.

    (h) In the case of a business combination, Form F-8 is available if:
    (1) Each company participating in the business combination, 
including the successor registrant, is incorporated or organized under 
the laws of Canada or any Canadian province or territory and is a 
foreign private issuer;
    (2) Each company participating in the business combination other 
than the successor registrant has had a class of its securities listed 
on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board 
of the Vancouver Stock Exchange for the 12 calendar months immediately 
preceding the filing of this Form, has been subject to the continuous 
disclosure requirements of any securities commission or equivalent 
regulatory authority in Canada for a period of at least 36 calendar 
months immediately preceding the filing of this Form, and is currently 
in compliance with obligations arising from such listing and reporting; 
provided, however, that any such participating company shall not be 
required to meet such 36-month reporting requirement or 12-month listing 
requirement if other participating companies whose assets and gross 
revenues, respectively, would contribute at least 80 percent of the 
total assets and gross revenues from continuing operations of the 
successor registrant, as measured based on pro forma combination of the 
participating companies' most recently completed fiscal years, each meet 
such reporting and listing requirements; and
    (3) The aggregate market value of the public float of the 
outstanding equity shares of each company participating in the business 
combination other than the successor registrant is (CN) $75 million or 
more; provided, however, that

[[Page 852]]

any such participating company shall not be required to meet such public 
float requirement if other participating companies whose assets and 
gross revenues, respectively, would contribute at least 80 percent of 
the total assets and gross revenues from continuing operations of the 
successor registrant, as measured based on pro forma combination of the 
participating companies' most recently completed fiscal years, each meet 
such public float requirement; and, provided further, that such public 
float requirement shall be deemed satisfied in the case of a 
participating company whose equity shares were the subject of an 
exchange offer that was registered or would have been eligible for 
registration on Form F-8, Form F-10 or Form F-80, or a tender offer in 
connection with which Schedule 13E-4F or 14D-1F was filed or could have 
been filed, that terminated within the last twelve months, if the 
participating company would have satisfied such public float requirement 
immediately prior to commencement of such exchange or tender offer.
    (i) In the case of a business combination, less than 25 percent of 
the class of securities to be offered by the successor registrant shall 
be held by U.S. holders as if measured immediately after completion of 
the business combination.

Instructions: 1. For purposes of business combinations, the term ``U.S. 
holder'' shall mean any person whose address appears on the records of a 
participating company, any voting trustee, any depositary, any share 
transfer agent or any person acting in a similar capacity on behalf of a 
participating company as being located in the United States.
    2. For purposes of business combinations, the calculation of U.S. 
holders shall be made by a participant as of the end of such 
participant's last quarter or, if such quarter terminated within 60 days 
of the filing date, as of the end of such participant's preceding 
quarter.

    (j) In the case of a business combination, the securities to be 
registered on this Form shall be offered to U.S. holders upon terms and 
conditions not less favorable than those offered to any other holder of 
the same class of such securities of the participating company.
    (k) This Form shall not be used if the registrant or, in the case of 
an exchange offer, the issuer of the subject securities, is an 
investment company registered or required to be registered under the 
Investment Company Act of 1940.
    (l) Registrants and any non-U.S. person acting as trustee with 
respect to the securities being registered shall each file a Form F-X 
(Sec. 239.42 of this chapter) with the Commission at the time of filing 
this Form.

[56 FR 30061, July 1, 1991]

    Editorial Note: For Federal Register citations affecting Form F-8, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.39  [Reserved]



Sec. 239.40  Form F-10, for registration under the Securities
Act of 1933 of securities of certain Canadian issuers.

    (a) Form F-10 may be used for the registration of securities under 
the Securities Act of 1933 (the ``Securities Act''), including 
securities to be issued in an exchange offer or in connection with a 
statutory amalgamation, merger, arrangement or other reorganization 
requiring the vote of shareholders of the participating companies (a 
``business combination'').
    (b) This Form may not be used for registration of derivative 
securities except:
    (1) Warrants, options and rights, provided that such securities and 
the underlying securities to which they relate are issued by the 
registrant, its parent or an affiliate of either; and
    (2) Convertible securities, provided that such securities are 
convertible only into securities of the registrant, its parent or an 
affiliate of either.

Instruction: For purposes of this Form, an ``affiliate'' of a person is 
anyone who beneficially owns, directly or indirectly, or exercises 
control or direction over, more than 10 percent of the outstanding 
equity shares of such person. The determination of a person's affiliates 
shall be made as of the end of such person's most recently completed 
fiscal year.

    (c) Form F-10 is available to any registrant that:
    (1) Is incorporated or organized under the laws of Canada or any 
Canadian province or territory;

[[Page 853]]

    (2) Is a foreign private issuer;
    (3) Has been subject to the continuous disclosure requirements of 
any securities commission or equivalent regulatory authority in Canada 
for a period of at least 12 calendar months immediately preceding the 
filing of this Form, and is currently in compliance with such 
obligations, provided, however, that in the case of a business 
combination, each participating company other than the successor 
registrant must meet such 12-month reporting obligation, except that any 
such participating company shall not be required to meet such reporting 
requirement if other participating companies whose assets and gross 
revenues, respectively, would contribute at least 80 percent of the 
total assets and gross revenues from continuing operations of the 
successor registrant, as measured based on pro forma combination of the 
participating companies' most recently completed fiscal years, each meet 
such reporting requirement; and
    (4) Has an aggregate market value of the public float of its 
outstanding equity shares of $75 million or more; provided, however, 
that in the case of a business combination, the aggregate market value 
of the public float of the outstanding equity shares of each 
participating company other than the successor registrant is $75 million 
or more, except that any such participating company shall not be 
required to meet such public float requirement if other participating 
companies whose assets and gross revenues, respectively, would 
contribute at least 80 percent of the total assets and gross revenues 
from continuing operations of the successor registrant, as measured 
based on pro forma combination of the participating companies' most 
recently completed fiscal years, each meet such public float 
requirement; and provided, further, that in the case of a business 
combination, such public float requirement shall be deemed satisfied in 
the case of a participating company whose equity shares were the subject 
of an exchange offer that was registered or would have been eligible for 
registration on Form F-8, Form F-10 or Form F-80 (Secs. 239.38, 239.39, 
239.40 or 239.41) or a tender offer in connection with which Schedule 
13E-4F or 14D-1F (Secs. 240.13e-102 or 240.14d-102 of this chapter) was 
filed or could have been filed, that terminated within the last twelve 
months, if the participating company would have satisfied such public 
float requirement immediately prior to commencement of such exchange or 
tender offer.

Instructions: 1. For purposes of this Form, ``foreign private issuer'' 
shall be construed in accordance with rule 405 under the Securities Act.
    2. For purposes of this Form, the ``public float'' of specified 
securities shall mean only such securities held by persons other than 
affiliates of the issuer.
    3. For purposes of this Form, ``equity shares'' shall mean common 
shares, non-voting equity shares and subordinate or restricted voting 
equity shares, but shall not include preferred shares.
    4. For purposes of this Form, the market value of outstanding equity 
shares (whether or not held by affiliates) shall be computed by use of 
the price at which such shares were last sold, or the average of the bid 
and asked prices of such shares, in the principal market for such shares 
as of a date within 60 days prior to the date of filing. If there is no 
market for any of such securities, the book value of such securities 
computed as of the latest practicable date prior to the filing of this 
Form shall be used for purposes of calculating the market value, unless 
the issuer of such securities is in bankruptcy or receivership or has an 
accumulated capital deficit, in which case one-third of the principal 
amount, par value or stated value of such securities shall be used.

    (d) In the case of an exchange offer, the issuer of the securities 
to be exchanged (the ``subject securities'') for securities of the 
registrant shall be incorporated or organized under the laws of Canada 
or any Canadian province or territory and be a foreign private issuer.
    (e) In the case of a business combination, each participating 
company shall be incorporated or organized under the laws of Canada or 
any Canadian province or territory and be a foreign private issuer.
    (f) In the case of an exchange offer, the securities to be 
registered on this Form shall be offered to U.S. holders upon terms and 
conditions not less favorable than those offered to any other holder of 
the same class of the subject securities.
    (g) In the case of a business combination, the securities to be 
registered on

[[Page 854]]

this Form shall be offered to U.S. holders upon terms and conditions not 
less favorable than those offered to any other holder of the same class 
of such securities of the participating company.

Instructions: 1. For purposes of exchange offers, the term ``U.S. 
holder'' shall mean any person whose address appears on the records of 
the issuer of the subject securities, any voting trustee, any 
depositary, any share transfer agent or any person acting in a similar 
capacity on behalf of the issuer of the subject securities as being 
located in the United States.
    2. For purposes of business combinations, the term ``U.S. holder'' 
shall mean any person whose address appears on the records of a 
participating company, any voting trustee, any depositary, any share 
transfer agent or any person acting in a similar capacity on behalf of a 
participating company as being located in the United States.
    3. For purposes of this Form, the class of subject securities shall 
not include any securities that may be converted into or are 
exchangeable for the subject securities.

    (h) With respect to registration of debt securities or preferred 
securities on this Form, if the registrant is a majority-owned 
subsidiary, it shall be deemed to meet the requirements of paragraphs 
(c)(3) and (c)(4) of this section if the parent of the registrant-
subsidiary meets the requirements of paragraph (c) of this section and 
fully and unconditionally guarantees the securities being registered as 
to principal and interest (if debt securities) or as to liquidation 
preference, redemption price and dividends (if preferred shares); 
provided, however, that the securities of the subsidiary are only 
convertible or exchangeable, if at all, for the securities of the 
parent.
    (i) If the registrant is a successor registrant subsisting after a 
business combination, it shall be deemed to meet the 12-month reporting 
requirement of paragraph (c)(3) of this section if:
    (1) The time the successor registrant has been subject to the 
continuous disclosure requirements of any securities commission or 
equivalent regulatory authority in Canada, when added separately to the 
time each predecessor had been subject to such requirements at the time 
of the business combination, in each case equals at least 12 calendar 
months, provided, however, that any predecessor need not be considered 
for purposes of the reporting history calculation if the reporting 
histories of predecessors whose assets and gross revenues, respectively, 
would contribute at least 80 percent of the total assets and gross 
revenues from continuing operations of the successor registrant, as 
measured based on pro forma combination of such participating companies' 
most recently completed fiscal years immediately prior to the business 
combination, when combined with the reporting history of the successor 
registrant in each case satisfy such 12-month reporting requirement; and
    (2) The successor registrant has been subject to such continuous 
disclosure requirements since the business combination, and is currently 
in compliance with its obligations thereunder.
    (j) This Form shall not be used for registration of securities if no 
takeover bid circular or issuer bid circular (in the case of an exchange 
offer) or information circular (in the case of a business combination) 
or prospectus (in all other cases) is prepared pursuant to the 
requirements of any Canadian jurisdiction due to the availability of an 
exemption from such requirements.
    (k) This Form shall not be used if the registrant or, in the case of 
an exchange offer, the issuer of the subject securities is an investment 
company registered or required to be registered under the Investment 
Company Act of 1940.
    (l) Registrants and any non-U.S. person acting as trustee with 
respect to the securities being registered shall each file a Form F-X 
(Sec. 239.42 of this chapter) with the Commission at the time of filing 
this Form.

[56 FR 30064, July 1, 1991, as amended at 58 FR 62030, Nov. 23, 1993]

    Editorial Note: For Federal Register citations affecting Form F-10, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.41  Form F-80, for registration under the Securities 
Act of 1933 of securities of certain Canadian issuers to be issued 
in exchange offers or a business combination.

    (a) Form F-80 may be used for registration under the Securities Act 
of

[[Page 855]]

1933 (``Securities Act'') of securities to be issued in an exchange 
offer or in connection with a statutory amalgamation, merger, 
arrangement or other reorganization requiring the vote of shareholders 
of the participating companies (a ``business combination''). Securities 
may be registered on this Form whether they constitute the sole 
consideration for such exchange offer or business combination, or are 
offered in conjunction with cash.
    (b) This Form shall not be used for registration of securities if no 
takeover bid circular or issuer bid circular (in the case of an exchange 
offer) or information circular (in the case of a business combination) 
is prepared pursuant to the requirements of any Canadian jurisdiction 
due to the availability of an exemption from such requirements.
    (c) This Form may not be used for registration of derivative 
securities except:
    (1) Warrants, options and rights, provided that such securities and 
the underlying securities to which they relate are issued by the 
registrant, its parent or an affiliate of either; and
    (2) Convertible securities, provided that such securities are 
convertible only into securities of the registrant, its parent or an 
affiliate of either.

Instruction: For purposes of this Form, an ``affiliate'' of a person is 
anyone who beneficially owns, directly or indirectly, or exercises 
control or direction over, more than 10 percent of the outstanding 
equity shares of such person. The determination of a person's affiliates 
shall be made as of the end of such person's most recently completed 
fiscal year.

    (d) In the case of an exchange offer, Form F-80 is available to any 
registrant that:
    (1) Is incorporated or organized under the laws of Canada or any 
Canadian province or territory;
    (2) Is a foreign private issuer;
    (3) Has had a class of its securities listed on The Montreal 
Exchange, The Toronto Stock Exchange or the Senior Board of the 
Vancouver Stock Exchange for the 12 calendar months immediately 
preceding the filing of this Form, has been subject to the continuous 
disclosure requirements of any securities commission or equivalent 
regulatory authority in Canada for a period of at least 36 calendar 
months immediately preceding the filing of this Form, and is currently 
in compliance with obligations arising from such listing and reporting; 
and
    (4) Has an aggregate market value of the public float of its 
outstanding equity shares of (CN) $75 million or more; provided, 
however, that such public float requirement need not be satisfied if the 
issuer of the securities to be exchanged is also the registrant on this 
Form.

Instructions: 1. For purposes of this Form, ``foreign private issuer'' 
shall be construed in accordance with Rule 405 under the Securities Act.
    2. For purposes of this Form, ``equity shares'' shall mean common 
shares, non-voting equity shares and subordinate or restricted voting 
equity shares, but shall not include preferred shares.
    3. For purposes of this Form, the ``public float'' of specified 
securities shall mean only such securities held by persons other than 
affiliates of the issuer.
    4. For purposes of this Form, the market value of the public float 
of outstanding equity shares shall be computed by use of the price at 
which such shares were last sold, or the average of the bid and asked 
prices of such shares, in the principal market for such shares as of a 
date within 60 days prior to the date of filing. If there is no market 
for any of such securities, the book value of such securities computed 
as of the latest practicable date prior to the filing of this Form shall 
be used for purposes of calculating the market value, unless the issuer 
of such securities is in bankruptcy or receivership or has an 
accumulated capital deficit, in which case one-third of the principal 
amount, par value or stated value of such securities shall be used.

    (e) In the case of an exchange offer, the securities to be 
registered on this Form shall be offered to U. S. holders upon terms and 
conditions not less favorable than those offered to any other holder of 
the same class of the securities to be exchanged (the ``subject 
securities'') for the securities of the registrant.
    (f) In the case of an exchange offer, if the registrant is a 
successor registrant subsisting after a business combination, the 
registrant shall be deemed to meet the 36-month reporting requirement 
and the 12-month listing requirement of paragraph (d) (3) of this 
section if:

[[Page 856]]

    (1) The time the successor registrant has been subject to the 
continuous disclosure requirements of any securities commission or 
equivalent regulatory authority in Canada, when added separately to the 
time each predecessor had been subject to such requirements at the time 
of the business combination, in each case equals at least 36 calendar 
months, provided, however, that any predecessor need not be considered 
for purposes of the reporting history calculation if the reporting 
histories of predecessors whose assets and gross revenues, respectively, 
would contribute at least 80 percent of the total assets and gross 
revenues from continuing operations of the successor registrant, as 
measured based on pro forma combination of such participating companies' 
most recently completed fiscal years immediately prior to the business 
combination, when combined with the reporting history of the successor 
registrant in each case satisfy such 36-month reporting requirement;
    (2) The time the successor registrant has been subject to the 
listing requirements of the specified exchanges, when added separately 
to the time each predecessor had been subject to such requirements at 
the time of the business combination, in each case equals at least 12 
calendar months, provided, however, that any predecessor need not be 
considered for purposes of the listing history calculation if the 
listing histories of predecessors whose assets and gross revenues, 
respectively, would contribute at least 80 percent of the total assets 
and gross revenues from continuing operations of the successor 
registrant, as measured based on pro forma combination of such 
participating companies' most recently completed fiscal years 
immediately prior to the business combination, when combined with the 
listing history of the successor registrant in each case satisfy such 
12-month listing requirement; and
    (3) The successor registrant has been subject to such continuous 
disclosure requirements and listing requirements since the business 
combination, and is currently in compliance with its obligations 
thereunder.
    (g) In the case of an exchange offer, the issuer of the subject 
securities shall be incorporated or organized under the laws of Canada 
or any Canadian province or territory and be a foreign private issuer, 
and less than 40 percent of the class of subject securities outstanding 
shall be held by U.S. holders.

Instructions: 1. For purposes of exchange offers, the term ``U.S. 
holder'' shall mean any person whose address appears on the records of 
the issuer of the subject securities, any voting trustee, any 
depositary, any share transfer agent or any person acting in a similar 
capacity on behalf of the issuer of the subject securities as being 
located in the United States.
    2. With respect to any tender offer, including any exchange offer, 
otherwise eligible to proceed in accordance with Rule 14d-1(b) under the 
Securities Exchange Act of 1934 (the ``Exchange Act''), the issuer of 
the subject securities will be presumed to be a foreign private issuer 
and U.S. holders will be presumed to hold less than 40 percent of such 
outstanding securities, unless (a) the aggregate trading volume of that 
class on national securities exchanges in the United States and on 
NASDAQ exceeded its aggregate trading volume on securities exchanges in 
Canada and on the Canadian Dealing Network, Inc. (``CDN'') over the 12 
calendar month period prior to commencement of this offer, or if 
commenced in response to a prior offer, over the 12 calendar month 
period prior to commencement of the initial offer (based on volume 
figures published by such exchanges and NASDAQ and CDN); (b) the most 
recent annual report or annual information form filed or submitted by 
the issuer with securities regulators of Ontario, Quebec, British 
Columbia or Alberta (or, if the issuer of the subject securities is not 
a reporting issuer in any of such provinces, with any other Canadian 
securities regulator) or with the Commission indicates that U.S. holders 
hold 40 percent or more of the outstanding subject class of securities; 
or (c) the offeror has actual knowledge that the level of U.S. ownership 
equals or exceeds 40 percent of such securities.
    3. For purposes of this Form, if this Form is filed during the 
pendency of one or more ongoing cash tender or exchange offers for 
securities of the class subject to the offer that was commenced or was 
eligible to be commenced on Schedule 13E-4F, Schedule 14D-1F, and/or 
Form F-8 or Form F-80, the date for calculation of U.S. ownership shall 
be the same as that date used by the initial bidder or issuer.

[[Page 857]]

    4. For purposes of this Form, the class of subject securities shall 
not include any securities that may be converted into or are 
exchangeable for the subject securities.
    5. For purposes of exchange offers, the calculation of U.S. holders 
shall be made as of the end of the subject issuer's last quarter or, if 
such quarter terminated within 60 days of the filing date, as of the end 
of such issuer's preceding quarter.

    (h) In the case of a business combination, Form F-80 is available 
if:
    (1) Each company participating in the business combination, 
including the successor registrant, is incorporated or organized under 
the laws of Canada or any Canadian province or territory and is a 
foreign private issuer;
    (2) Each company participating in the business combination other 
than the successor registrant has had a class of its securities listed 
on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board 
of the Vancouver Stock Exchange for the 12 calendar months immediately 
preceding the filing of this Form, has been subject to the continuous 
disclosure requirements of any securities commission or equivalent 
regulatory authority in Canada for a period of at least 36 calendar 
months immediately preceding the filing of this Form, and is currently 
in compliance with obligations arising from such listing and reporting; 
provided, however, that any such participating company shall not be 
required to meet such 36-month reporting requirement or 12-month listing 
requirement if other participating companies whose assets and gross 
revenues, respectively, would contribute at least 80 percent of the 
total assets and gross revenues from continuing operations of the 
successor registrant, as measured based on pro forma combination of the 
participating companies' most recently completed fiscal years, each meet 
such reporting and listing requirements; and
    (3) The aggregate market value of the public float of the 
outstanding equity shares of each company participating in the business 
combination other than the successor registrant is (CN) $75 million or 
more; provided, however, that any such participating company shall not 
be required to meet such public float requirement if other participating 
companies whose assets and gross revenues, respectively, would 
contribute at least 80 percent of the total assets and gross revenues 
from continuing operations of the successor registrant, as measured 
based on pro forma combination of the participating companies' most 
recently completed fiscal years, each meet such public float 
requirement; and, provided further, that such public float requirement 
shall be deemed satisfied in the case of a participating company whose 
equity shares were the subject of an exchange offer that was registered 
or would have been eligible for registration on Form F-8, Form F-10 or 
Form F-80, or a tender offer in connection with which Schedule 13E-4F or 
14D-1F was filed or could have been filed, that terminated within the 
last twelve months, if the participating company would have satisfied 
such public float requirement immediately prior to commencement of such 
exchange or tender offer.
    (i) In the case of a business combination, less than 40 percent of 
the class of securities to be offered by the successor registrant shall 
be held by U.S. holders, as if measured immediately after completion of 
the business combination.

Instructions: 1. For purposes of business combinations, the term ``U.S. 
holder'' shall mean any person whose address appears on the records of a 
participating company, any voting trustee, any depositary, any share 
transfer agent or any person acting in a similar capacity on behalf of a 
participating company as being located in the United States.
    2. For purposes of business combinations, the calculation of U.S. 
holders shall be made by a participant as of the end of such 
participant's last quarter or, if such quarter terminated within 60 days 
of the filing date, as of the end of such participant's preceding 
quarter.

    (j) In the case of a business combination, the securities to be 
registered on this Form shall be offered to U.S. holders upon terms and 
conditions not less favorable than those offered to any other holder of 
the same class of such securities of the participating company.
    (k) This Form shall not be used if the registrant or, in the case of 
an exchange offer, the issuer of the subject securities is an investment 
company registered or required to be registered

[[Page 858]]

under the Investment Company Act of 1940.
    (l) Registrants and any non-U.S. person acting as trustee with 
respect to the securities being registered shall each file a Form F-X 
(Sec. 239.42 of this chapter) with the Commission at the time of filing 
this Form.

[56 FR 30065, July 1, 1991]

    Editorial Note: For Federal Register citations affecting Form F-80, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.42  Form F-X, for appointment of agent for service of process
and undertaking for issuers registering securities on Form F-8, F-10,
or F-80 
          (Secs. 239.38, 239.39, 239.40, or 239.41), or registering 
          securities or filing periodic reports on Form 40-F 
          (Sec. 249.240f of this chapter), or by any issuer or other 
          non-U.S. person filing tender offer documents on Schedule 13E-
          4F, 14D-1F, or 14D-9F (Secs. 240.13e-102, 240.14d-102, or 
          240.14d-103 of this chapter), by any non-U.S. person acting as 
          trustee with respect to securities registered on Form F-7 
          (Sec. 239.37), F-8, F-10, or by a Canadian issuer qualifying 
          an offering statement pursuant to Regulation A (Sec. 230.251 
          et seq. of this chapter) on Form 1-A (Sec. 239.90), or by any 
          non-U.S. issuer providing Form CB (Sec. 249.480 of this 
          chapter) to the Commission in connection with a tender offer, 
          rights offering or business combination.

    Form F-X shall be filed with the Commission:
    (a) By any issuer registering securities on Form F-8, F-10, or F-80 
under the Securities Act of 1933;
    (b) By any issuer registering securities on Form 40-F under the 
Securities Exchange Act of 1934;
    (c) By any issuer filing a periodic report on Form 40-F, if it has 
not previously filed a Form F-X in connection with the class of 
securities in relation to which the obligation to file a report on Form 
40-F arises;
    (d) By any issuer or other non-U.S. person filing tender offer 
documents on Schedule 13E-4F, 14D-1F, or 14D-9F;
    (e) By any non-U.S. person acting as trustee with respect to 
securities registered on Form F-7, F-8, F-10, or F-80;
    (f) By a Canadian issuer qualifying an offering statement pursuant 
to the provisions of Regulation A; and
    (g) By any non-U.S. issuer providing Form CB to the Commission in 
connection with a tender offer, rights offering or business combination.

[73 FR 972, Jan. 4, 2008, as amended at 76 FR 46620, Aug. 3, 2011]



Sec. 239.43  Form F-N, appointment of agent for service of process by
foreign banks and foreign insurance companies and certain of their holding
companies and finance subsidiaries making public offerings of securities in 
the United States.

    Form F-N shall be filed with the Commission in connection with the 
filing of a registration statement under the Act by those entities 
specified in rule 489 (17 CFR 230.489).

[56 FR 56299, Nov. 4, 1991]



Sec. 239.44  Form SF-1, registration statement under the Securities
Act of 1933 for offerings of asset-backed securities.

    This Form shall be used for registration under the Securities Act of 
1933 of all offerings of asset-backed securities, as defined in 17 CFR 
229.1101(c).

[79 FR 57333, Sept. 24, 2014]



Sec. 239.45  Form SF-3, for registration under the Securities
Act of 1933 for offerings of asset-backed issuers offered pursuant
to certain types of transactions.

    This Form may be used for registration under the Securities Act of 
1933 (``Securities Act'') of offerings of asset-backed securities, as 
defined in 17 CFR 229.1101(c). Any registrant which meets the 
requirements of paragraph (a) of this section may use this Form for the 
registration of asset-backed securities (as defined in 17 CFR 
229.1101(c)) under the Securities Act which are offered in any 
transaction specified in paragraph (b) of this section provided that the 
requirements applicable to the specified transaction are met. Terms used 
have the same meaning as in Item 1101 of Regulation AB (17 CFR 
229.1101).
    (a) Registrant requirements. Registrants must meet the following 
conditions in order to use this Form for registration under the 
Securities Act

[[Page 859]]

of asset-backed securities offered in the transactions specified in 
paragraph (b) of this section:
    (1) To the extent the depositor or any issuing entity previously 
established, directly or indirectly, by the depositor or any affiliate 
of the depositor (as defined in Item 1101 of Regulation AB (17 CFR 
229.1101)) is or was at any time during the twelve calendar months and 
any portion of a month immediately preceding the filing of the 
registration statement on this Form required to comply with the 
transaction requirements in paragraphs (b)(1)(i) through (iv) of this 
section with respect to a previous offering of asset-backed securities 
involving the same asset class, the following requirements shall apply:
    (i) Such depositor and each such issuing entity must have filed on a 
timely basis all certifications required by paragraph (b)(1)(i) of this 
section; and
    (ii) Such depositor and each such issuing entity must have filed on 
a timely basis all transaction agreements containing the provisions that 
are required by paragraphs (b)(1)(ii) through (iv) of this section.
    (iii) If such depositor or issuing entity fails to meet the 
requirements of paragraphs(a)(1)(i) and (ii) of this section, such 
depositor or issuing entity will be deemed to satisfy such requirements 
for purposes of this Form 90 days after the date it files the 
information required by paragraphs (a)(1)(i) and (ii) of this section; 
provided however that if the information is filed within 90 days of 
evaluating compliance with this paragraph (a) such depositor and issuing 
entity will be deemed to have been in compliance with such requirements 
for purposes of this Form 90 days after the date it files the 
information required by paragraphs (a)(1)(i) and (ii) of this section.

    Instruction to paragraph (a)(1). The registrant must provide 
disclosure in a prospectus that is part of the registration statement 
that it has met the registrant requirements of paragraph (a)(1) of this 
section.

    (2) To the extent the depositor or any issuing entity previously 
established, directly or indirectly, by the depositor or any affiliate 
of the depositor (as defined in Item 1101 of Regulation AB (17 CFR 
229.1101)) is or was at any time during the twelve calendar months and 
any portion of a month immediately preceding the filing of the 
registration statement on this Form subject to the requirements of 
section 12 or 15(d) of the Exchange Act (15 U.S.C. 78l or 78o(d)) with 
respect to a class of asset-backed securities involving the same asset 
class, such depositor and each such issuing entity must have filed all 
material required to be filed regarding such asset-backed securities 
pursuant to section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 
78o(d)) for such period (or such shorter period that each such entity 
was required to file such materials). In addition, such material must 
have been filed in a timely manner, other than a report that is required 
solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 
6.01, or 6.03 of Form 8-K (17 CFR 249.308). If Sec. 240.12b-25(b) of 
this chapter was used during such period with respect to a report or a 
portion of a report, that report or portion thereof has actually been 
filed within the time period prescribed by Sec. 240.12b-25(b) of this 
chapter. Regarding an affiliated depositor that became an affiliate as a 
result of a business combination transaction during such period, the 
filing of any material prior to the business combination transaction 
relating to asset-backed securities of an issuing entity previously 
established, directly or indirectly, by such affiliated depositor is 
excluded from this section, provided such business combination 
transaction was not part of a plan or scheme to evade the requirements 
of the Securities Act or the Exchange Act. See the definition of 
``affiliate'' in Sec. 230.405 of this chapter.
    (b) Transaction Requirements. If the registrant meets the registrant 
requirements specified in paragraph (a) of this section, an offering 
meeting the following conditions may be registered on this Form SF-3:
    (1) Asset-backed securities (as defined in Sec. 229.1101(c) of this 
chapter) to be offered for cash where the following have been satisfied:
    (i) Certification. The registrant files a certification in 
accordance with Item 601(b)(36) of Regulation S-K (Sec. 229.601(b)(36) 
of this chapter) signed

[[Page 860]]

by the chief executive officer of the depositor with respect to each 
offering of securities that is registered on this Form.
    (ii) Asset review provision. With respect to each offering of 
securities that is registered on this Form, the pooling and servicing 
agreement or other transaction agreement, which shall be filed, must 
provide for the following:
    (A) The selection and appointment of an asset representations 
reviewer that is not:
    (1) Affiliated with any sponsor, depositor, servicer, or trustee of 
the transaction, or any of their affiliates; or
    (2) The same party or an affiliate of any party hired by the sponsor 
or the underwriter to perform pre-closing due diligence work on the pool 
assets;
    (B) The asset representations reviewer shall have authority to 
access copies of any underlying documents related to performing a review 
of the pool assets;
    (C) The asset representations reviewer shall be responsible for 
reviewing the underlying assets for compliance with the representations 
and warranties on the pool assets, and shall not otherwise be the party 
to determine whether noncompliance with representations or warranties 
constitutes a breach of any contractual provision. Reviews shall be 
required under the transaction documents, at a minimum, when the 
following conditions are met:
    (1) A threshold of delinquent assets, as specified in the 
transaction agreements, has been reached or exceeded; and
    (2) An investor vote to direct a review, pursuant to the processes 
specified in the transaction agreements, provided that the agreement not 
require more than:
    (i) 5% of the total interest in the pool in order to initiate a vote 
and
    (ii) A simple majority of those interests casting a vote to direct a 
review by the asset representations reviewer;
    (D) The asset representations reviewer shall perform, at a minimum, 
reviews of all assets 60 days or more delinquent when the conditions 
specified in paragraph (b)(1)(ii)(C) of this section are met; and
    (E) The asset representations reviewer shall provide a report to the 
trustee of the findings and conclusions of the review of the assets.

    Instruction to paragraph (b)(1)(ii). The threshold of delinquent 
assets shall be calculated as a percentage of the aggregate dollar 
amount of delinquent assets in a given pool to the aggregate dollar 
amount of all the assets in that particular pool, measured as of the end 
of the reporting period. If the transaction has multiple sub-pools, the 
transaction agreements must provide that:
    1. The delinquency threshold shall be calculated with respect to 
each sub-pool; and
    2. The investor vote calculation shall be measured as a percentage 
of investors' interest in each sub-pool.

    (iii) Dispute resolution provision. With respect to each offering of 
securities that is registered on this Form, the pooling and servicing 
agreement or other transaction agreement, which shall be filed, must 
provide for the following:
    (A) If an asset subject to a repurchase request, pursuant to the 
terms of the transaction agreements, is not resolved by the end of a 
180-day period beginning when notice of the request is received, then 
the party submitting such repurchase request shall have the right to 
refer the matter, at its discretion, to either mediation or third-party 
arbitration, and the party obligated to repurchase must agree to the 
selected resolution method.
    (B) If the party submitting the request elects third-party 
arbitration, the arbitrator shall determine the allocation of any 
expenses. If the party submitting the request elects mediation, the 
parties shall mutually determine the allocation of any expenses.
    (iv) Investor communication provision. With respect to each offering 
of securities that is registered on this Form, the pooling and servicing 
agreement or other transaction agreement, which shall be filed, must 
contain a provision requiring that the party responsible for making 
periodic filings on Form 10-D (Sec. 249.312 of this chapter) include in 
the Form 10-D any request received during the reporting period from an 
investor to communicate with other investors related to investors 
exercising their rights under the terms of the transaction agreements. 
The disclosure regarding the request to communicate is

[[Page 861]]

required to include no more than the name of the investor making the 
request, the date the request was received, a statement to the effect 
that the party responsible for filing the Form 10-D has received a 
request from such investor, stating that such investor is interested in 
communicating with other investors with regard to the possible exercise 
of rights under the transaction agreements, and a description of the 
method other investors may use to contact the requesting investor.

    Instruction to paragraph (b)(1)(iv). If an underlying transaction 
agreement contains procedures in order to verify that an investor is, in 
fact, a beneficial owner for purposes of invoking the investor 
communication provision, the verification procedures may require no more 
than the following:
    1. If the investor is a record holder of the securities at the time 
of a request to communicate, then the investor will not have to provide 
verification of ownership, and
    2. If the investor is not the record holder of the securities, then 
the person obligated to make the disclosure may require no more than a 
written certification from the investor that it is a beneficial owner 
and one other form of documentation such as a trade confirmation, an 
account statement, a letter from the broker or dealer, or other similar 
document.

    (v) Delinquent assets. Delinquent assets do not constitute 20% or 
more, as measured by dollar volume, of the asset pool as of the 
measurement date.
    (vi) Residual value for certain securities. With respect to 
securities that are backed by leases other than motor vehicle leases, 
the portion of the securitized pool balance attributable to the residual 
value of the physical property underlying the leases, as determined in 
accordance with the transaction agreements for the securities, does not 
constitute 20% or more, as measured by dollar volume, of the securitized 
pool balance as of the measurement date.
    (2) Securities relating to an offering of asset-backed securities 
registered in accordance with paragraph (b)(1) of this section where 
those securities represent an interest in or the right to the payments 
of cash flows of another asset pool and meet the requirements of 
Sec. 230.190(c)(1) through (4) of this chapter.

[79 FR 57337, Sept. 24, 2014]



Secs. 239.46-239.62  [Reserved]



Sec. 239.63  Form ID, uniform application for access codes to 
file on EDGAR.

    Form ID must be filed by registrants, third party filers, or their 
agents, to whom the Commission previously has not assigned a Central 
Index Key (CIK) code, to request the following access codes to permit 
filing on EDGAR:
    (a) Central Index Key (CIK)--uniquely identifies each filer, filing 
agent, and training agent.
    (b) CIK Confirmation Code (CCC)--used in the header of a filing in 
conjunction with the CIK of the filer to ensure that the filing has been 
authorized by the filer.
    (c) Password (PW)--allows a filer, filing agent or training agent to 
log on to the EDGAR system, submit filings, and change its CCC.
    (d) Password Modification Authorization Code (PMAC)--allows a filer, 
filing agent or training agent to change its Password.

[69 FR 22710, Apr. 26, 2004]

    Editorial Note: For Federal Register citations affecting Form ID, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.64  Form SE, form for submission of paper format exhibits
by electronic filers.

    This form shall be used by an electronic filer for the submission of 
any paper format document relating to an otherwise electronic filing, as 
provided in Rule 311 of Regulation S-T (Sec. 232.311 of this chapter).

[58 FR 14682, Mar. 18, 1993]

    Editorial Note: For Federal Register citations affecting Form SE, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.65  Form TH--Notification of reliance on temporary
hardship exemption.

    Form TH shall be filed by any electronic filer who submits to the 
Commission, pursuant to a temporary hardship exemption, a document in 
paper format that otherwise would be required to be submitted 
electronically,

[[Page 862]]

as prescribed by Rule 201(a) of Regulation S-T (Sec. 232.201(a) of this 
chapter).

[58 FR 14682, Mar. 18, 1993]

    Editorial Note: For Federal Register citations affecting Form TH, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



                Subpart B_Forms Pertaining to Exemptions



Sec. 239.90  Form 1-A, offering statement under Regulation A.

    This form shall be used for filing under Regulation A 
(Secs. 230.251-230.263 of this chapter).

[57 FR 36476, Aug. 13, 1992]

    Editorial Note: For Federal Register citations affecting Form 1-A, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.91  Form 1-K.

    This form shall be used for filing annual reports under Regulation A 
(Secs. 230.251-230.263 of this chapter).

[80 FR 21915, Apr. 20, 1015]

    Editorial Note: For Federal Register citations affecting Form 1-K, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.92  Form 1-SA.

    This form shall be used for filing semiannual reports under 
Regulation A (Secs. 230.251-230.263 of this chapter).

[80 FR 21917, Apr. 20, 2015]

    Editorial Note: For Federal Register citations affecting Form 1-SA, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.93  Form 1-U.

    This form shall be used for filing current reports under Regulation 
A (Secs. 230.251-230.263 of this chapter).

[80 FR 21918, Apr. 20, 2015]

    Editorial Note: For Federal Register citations affecting Form 1-U, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.94  Form 1-Z.

    This form shall be used to file an exit report under Regulation A 
(Secs. 230.251-230.263 of this chapter).

[80 FR 21922, Apr. 20, 2015]

    Editorial Note: For Federal Register citations affecting Form 1-Z, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Secs. 239.95-239.143  [Reserved]



Sec. 239.144  Form 144, for notice of proposed sale of securities 
pursuant to Sec. 230.144 of this chapter.

    (a) Except as indicated in paragraph (b) of this section, this form 
shall be filed in triplicate with the Commission at its principal office 
in Washington, DC, by each person who intends to sell securities in 
reliance upon Sec. 230.144 of this chapter and shall be transmitted for 
filing concurrently with either the placing with a broker of an order to 
execute a sale of securities or the execution directly with a market 
maker of a sale of securities.
    (b) This form need not be filed if the amount of securities to be 
sold during any period of three months does not exceed 5,000 shares or 
other units and the aggregate sale price does not exceed $50,000.
    (c) Under sections 2(11), 4(1), 4(2), 4(4) and 19(a) of the 
Securities Act of 1933 (17 CFR 230) and Rule 144 thereunder, the 
Commission is authorized to solicit the information required to be 
supplied by this form by persons desiring to sell unregistered 
securities. Disclosure of the information specified in this form is 
mandatory before processing notices of proposed sale of securities under 
Sec. 230.144 of this chapter. The information will be used for the 
primary purpose of disclosing the proposed sale of unregistered 
securities by persons deemed not to be engaged in the distribution of 
securities. This notice will be made a matter of public record. 
Therefore, any information given will be available for inspection by any 
member of the public. Because of the public nature of the information, 
the Commission can utilize it for a variety of purposes, including 
referral to other governmental authorities or securities

[[Page 863]]

self-regulatory organizations for investigatory purposes or in 
connection with litigation involving the Federal securities laws or 
other civil, criminal or regulatory statutes or provisions. Failure to 
disclose the information requested by Form 144 would make an exception 
under Sec. 230.144 of this chapter unavailable and may result in civil 
or criminal action for violations of the Federal securities laws.

[37 FR 4329, Mar. 2, 1972, as amended at 40 FR 55319, Nov. 28, 1975; 43 
FR 5423, Nov. 21, 1978; 62 FR 35340, July 1, 1997; 68 FR 25799, May 13, 
2003; 72 FR 71571, Dec. 17, 2007]

    Editorial Note: For Federal Register citations affecting Form 144, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Secs. 239.145-239.199  [Reserved]



Sec. 239.200  Form 1-E, notification under Regulation E.

    This form shall be used for notification pursuant to Rule 604 
(Sec. 230.604 of this chapter) of Regulation E (Secs. 230.601-230.610a 
of this chapter) by a small business investment company or business 
development company described in Rule 602 (Sec. 230.602 of this 
chapter).

(Secs 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and (c); 
sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[49 FR 35347, Sept. 7, 1984]

    Editorial Note: For Federal Register citations affecting Form 1-E, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.201  Form 2-E, report of sales pursuant to Rule 609 of
Regulation E.

    This form shall be used for report of sales of securities under 
Regulation E (Secs. 230.601-230.610a of this chapter) by a small 
business investment company described in Rule 602 (Sec. 230.602 of this 
chapter) as required by Rule 609 of Regulation E (Sec. 230.609 of this 
chapter).



Secs. 239.202-239.300  [Reserved]



Sec. 239.500  Form D, notice of sales of securities under 
Regulation D and section 4(a)(5) of the Securities Act of 1933.

    (a) When notice of sales on Form D must be filed. (1) An issuer 
offering or selling securities in reliance on Sec. 230.504 or 
Sec. 230.506 of this chapter or section 4(a)(5) of the Securities Act of 
1933 must file with the Commission a notice of sales containing the 
information required by this form for each new offering of securities no 
later than 15 calendar days after the first sale of securities in the 
offering, unless the end of that period falls on a Saturday, Sunday or 
holiday, in which case the due date would be the first business day 
following.
    (2) An issuer may file an amendment to a previously filed notice of 
sales on Form D at any time.
    (3) An issuer must file an amendment to a previously filed notice of 
sales on Form D for an offering:
    (i) To correct a material mistake of fact or error in the previously 
filed notice of sales on Form D, as soon as practicable after discovery 
of the mistake or error;
    (ii) To reflect a change in the information provided in the 
previously filed notice of sales on Form D, as soon as practicable after 
the change, except that no amendment is required to reflect a change 
that occurs after the offering terminates or a change that occurs solely 
in the following information:
    (A) The address or relationship to the issuer of a related person 
identified in response to Item 3 of the notice of sales on Form D;
    (B) An issuer's revenues or aggregate net asset value;
    (C) The minimum investment amount, if the change is an increase, or 
if the change, together with all other changes in that amount since the 
previously filed notice of sales on Form D, does not result in a 
decrease of more than 10%;
    (D) Any address or state(s) of solicitation shown in response to 
Item 12 of the notice of sales on Form D;
    (E) The total offering amount, if the change is a decrease, or if 
the change,

[[Page 864]]

together with all other changes in that amount since the previously 
filed notice of sales on Form D, does not result in an increase of more 
than 10%;
    (F) The amount of securities sold in the offering or the amount 
remaining to be sold;
    (G) The number of non-accredited investors who have invested in the 
offering, as long as the change does not increase the number to more 
than 35;
    (H) The total number of investors who have invested in the offering;
    (I) The amount of sales commissions, finders' fees or use of 
proceeds for payments to executive officers, directors or promoters, if 
the change is a decrease, or if the change, together with all other 
changes in that amount since the previously filed notice of sales on 
Form D, does not result in an increase of more than 10%; and
    (iii) Annually, on or before the first anniversary of the filing of 
the notice of sales on Form D or the filing of the most recent amendment 
to the notice of sales on Form D, if the offering is continuing at that 
time.
    (4) An issuer that files an amendment to a previously filed notice 
of sales on Form D must provide current information in response to all 
requirements of the notice of sales on Form D regardless of why the 
amendment is filed.
    (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 the Commission's Electronic Data 
Gathering, Analysis, and Retrieval System (EDGAR) in accordance with 
EDGAR rules set forth in Regulation S-T (17 CFR Part 232).
    (2) Every notice of sales on Form D must be signed by a person duly 
authorized by the issuer.

[73 FR 10626, Feb. 27, 2008, as amended at 76 FR 81806, Dec. 29, 2011; 
81 FR 83553, Nov. 21, 2016]



Sec. 239.701  [Reserved]



Sec. 239.800  Form CB, report of sales of securities in connection
with an exchange offer or a rights offering.

    This Form is used to report sales of securities in connection with a 
rights offering in reliance upon Sec. 230.801 of this chapter and to 
report sales of securities in connection with an exchange offer or 
business combination in reliance upon Sec. 230.802 of this chapter.

[64 FR 61403, Nov. 10, 1999]

    Editorial Note: For Federal Register citations affecting Form CB, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and at www.fdsys.gov.



Sec. 239.900  Form C.

    This form shall be used for filings under Regulation Crowdfunding 
(part 227 of this chapter).

[80 FR 71550, Nov. 16, 2015]

[[Page 865]]



                              FINDING AIDS




  --------------------------------------------------------------------

  A list of CFR titles, subtitles, chapters, subchapters and parts and 
an alphabetical list of agencies publishing in the CFR are included in 
the CFR Index and Finding Aids volume to the Code of Federal Regulations 
which is published separately and revised annually.

  Table of CFR Titles and Chapters
  Alphabetical List of Agencies Appearing in the CFR
  List of CFR Sections Affected

[[Page 867]]



                    Table of CFR Titles and Chapters




                      (Revised as of April 1, 2018)

                      Title 1--General Provisions

         I  Administrative Committee of the Federal Register 
                (Parts 1--49)
        II  Office of the Federal Register (Parts 50--299)
       III  Administrative Conference of the United States (Parts 
                300--399)
        IV  Miscellaneous Agencies (Parts 400--599)
        VI  National Capital Planning Commission (Parts 600--699)

                    Title 2--Grants and Agreements

            Subtitle A--Office of Management and Budget Guidance 
                for Grants and Agreements
         I  Office of Management and Budget Governmentwide 
                Guidance for Grants and Agreements (Parts 2--199)
        II  Office of Management and Budget Guidance (Parts 200--
                299)
            Subtitle B--Federal Agency Regulations for Grants and 
                Agreements
       III  Department of Health and Human Services (Parts 300--
                399)
        IV  Department of Agriculture (Parts 400--499)
        VI  Department of State (Parts 600--699)
       VII  Agency for International Development (Parts 700--799)
      VIII  Department of Veterans Affairs (Parts 800--899)
        IX  Department of Energy (Parts 900--999)
         X  Department of the Treasury (Parts 1000--1099)
        XI  Department of Defense (Parts 1100--1199)
       XII  Department of Transportation (Parts 1200--1299)
      XIII  Department of Commerce (Parts 1300--1399)
       XIV  Department of the Interior (Parts 1400--1499)
        XV  Environmental Protection Agency (Parts 1500--1599)
     XVIII  National Aeronautics and Space Administration (Parts 
                1800--1899)
        XX  United States Nuclear Regulatory Commission (Parts 
                2000--2099)
      XXII  Corporation for National and Community Service (Parts 
                2200--2299)
     XXIII  Social Security Administration (Parts 2300--2399)
      XXIV  Department of Housing and Urban Development (Parts 
                2400--2499)
       XXV  National Science Foundation (Parts 2500--2599)
      XXVI  National Archives and Records Administration (Parts 
                2600--2699)

[[Page 868]]

     XXVII  Small Business Administration (Parts 2700--2799)
    XXVIII  Department of Justice (Parts 2800--2899)
      XXIX  Department of Labor (Parts 2900--2999)
       XXX  Department of Homeland Security (Parts 3000--3099)
      XXXI  Institute of Museum and Library Services (Parts 3100--
                3199)
     XXXII  National Endowment for the Arts (Parts 3200--3299)
    XXXIII  National Endowment for the Humanities (Parts 3300--
                3399)
     XXXIV  Department of Education (Parts 3400--3499)
      XXXV  Export-Import Bank of the United States (Parts 3500--
                3599)
     XXXVI  Office of National Drug Control Policy, Executive 
                Office of the President (Parts 3600--3699)
    XXXVII  Peace Corps (Parts 3700--3799)
     LVIII  Election Assistance Commission (Parts 5800--5899)
       LIX  Gulf Coast Ecosystem Restoration Council (Parts 5900--
                5999)

                        Title 3--The President

         I  Executive Office of the President (Parts 100--199)

                           Title 4--Accounts

         I  Government Accountability Office (Parts 1--199)

                   Title 5--Administrative Personnel

         I  Office of Personnel Management (Parts 1--1199)
        II  Merit Systems Protection Board (Parts 1200--1299)
       III  Office of Management and Budget (Parts 1300--1399)
        IV  Office of Personnel Management and Office of the 
                Director of National Intelligence (Parts 1400--
                1499)
         V  The International Organizations Employees Loyalty 
                Board (Parts 1500--1599)
        VI  Federal Retirement Thrift Investment Board (Parts 
                1600--1699)
      VIII  Office of Special Counsel (Parts 1800--1899)
        IX  Appalachian Regional Commission (Parts 1900--1999)
        XI  Armed Forces Retirement Home (Parts 2100--2199)
       XIV  Federal Labor Relations Authority, General Counsel of 
                the Federal Labor Relations Authority and Federal 
                Service Impasses Panel (Parts 2400--2499)
       XVI  Office of Government Ethics (Parts 2600--2699)
       XXI  Department of the Treasury (Parts 3100--3199)
      XXII  Federal Deposit Insurance Corporation (Parts 3200--
                3299)
     XXIII  Department of Energy (Parts 3300--3399)
      XXIV  Federal Energy Regulatory Commission (Parts 3400--
                3499)
       XXV  Department of the Interior (Parts 3500--3599)
      XXVI  Department of Defense (Parts 3600--3699)

[[Page 869]]

    XXVIII  Department of Justice (Parts 3800--3899)
      XXIX  Federal Communications Commission (Parts 3900--3999)
       XXX  Farm Credit System Insurance Corporation (Parts 4000--
                4099)
      XXXI  Farm Credit Administration (Parts 4100--4199)
    XXXIII  Overseas Private Investment Corporation (Parts 4300--
                4399)
     XXXIV  Securities and Exchange Commission (Parts 4400--4499)
      XXXV  Office of Personnel Management (Parts 4500--4599)
     XXXVI  Department of Homeland Security (Parts 4600--4699)
    XXXVII  Federal Election Commission (Parts 4700--4799)
        XL  Interstate Commerce Commission (Parts 5000--5099)
       XLI  Commodity Futures Trading Commission (Parts 5100--
                5199)
      XLII  Department of Labor (Parts 5200--5299)
     XLIII  National Science Foundation (Parts 5300--5399)
       XLV  Department of Health and Human Services (Parts 5500--
                5599)
      XLVI  Postal Rate Commission (Parts 5600--5699)
     XLVII  Federal Trade Commission (Parts 5700--5799)
    XLVIII  Nuclear Regulatory Commission (Parts 5800--5899)
      XLIX  Federal Labor Relations Authority (Parts 5900--5999)
         L  Department of Transportation (Parts 6000--6099)
       LII  Export-Import Bank of the United States (Parts 6200--
                6299)
      LIII  Department of Education (Parts 6300--6399)
       LIV  Environmental Protection Agency (Parts 6400--6499)
        LV  National Endowment for the Arts (Parts 6500--6599)
       LVI  National Endowment for the Humanities (Parts 6600--
                6699)
      LVII  General Services Administration (Parts 6700--6799)
     LVIII  Board of Governors of the Federal Reserve System 
                (Parts 6800--6899)
       LIX  National Aeronautics and Space Administration (Parts 
                6900--6999)
        LX  United States Postal Service (Parts 7000--7099)
       LXI  National Labor Relations Board (Parts 7100--7199)
      LXII  Equal Employment Opportunity Commission (Parts 7200--
                7299)
     LXIII  Inter-American Foundation (Parts 7300--7399)
      LXIV  Merit Systems Protection Board (Parts 7400--7499)
       LXV  Department of Housing and Urban Development (Parts 
                7500--7599)
      LXVI  National Archives and Records Administration (Parts 
                7600--7699)
     LXVII  Institute of Museum and Library Services (Parts 7700--
                7799)
    LXVIII  Commission on Civil Rights (Parts 7800--7899)
      LXIX  Tennessee Valley Authority (Parts 7900--7999)
       LXX  Court Services and Offender Supervision Agency for the 
                District of Columbia (Parts 8000--8099)
      LXXI  Consumer Product Safety Commission (Parts 8100--8199)
    LXXIII  Department of Agriculture (Parts 8300--8399)

[[Page 870]]

     LXXIV  Federal Mine Safety and Health Review Commission 
                (Parts 8400--8499)
     LXXVI  Federal Retirement Thrift Investment Board (Parts 
                8600--8699)
    LXXVII  Office of Management and Budget (Parts 8700--8799)
      LXXX  Federal Housing Finance Agency (Parts 9000--9099)
   LXXXIII  Special Inspector General for Afghanistan 
                Reconstruction (Parts 9300--9399)
    LXXXIV  Bureau of Consumer Financial Protection (Parts 9400--
                9499)
    LXXXVI  National Credit Union Administration (Parts 9600--
                9699)
     XCVII  Department of Homeland Security Human Resources 
                Management System (Department of Homeland 
                Security--Office of Personnel Management) (Parts 
                9700--9799)
    XCVIII  Council of the Inspectors General on Integrity and 
                Efficiency (Parts 9800--9899)
      XCIX  Military Compensation and Retirement Modernization 
                Commission (Parts 9900--9999)
         C  National Council on Disability (Parts 10000--10049)

                      Title 6--Domestic Security

         I  Department of Homeland Security, Office of the 
                Secretary (Parts 1--199)
         X  Privacy and Civil Liberties Oversight Board (Parts 
                1000--1099)

                         Title 7--Agriculture

            Subtitle A--Office of the Secretary of Agriculture 
                (Parts 0--26)
            Subtitle B--Regulations of the Department of 
                Agriculture
         I  Agricultural Marketing Service (Standards, 
                Inspections, Marketing Practices), Department of 
                Agriculture (Parts 27--209)
        II  Food and Nutrition Service, Department of Agriculture 
                (Parts 210--299)
       III  Animal and Plant Health Inspection Service, Department 
                of Agriculture (Parts 300--399)
        IV  Federal Crop Insurance Corporation, Department of 
                Agriculture (Parts 400--499)
         V  Agricultural Research Service, Department of 
                Agriculture (Parts 500--599)
        VI  Natural Resources Conservation Service, Department of 
                Agriculture (Parts 600--699)
       VII  Farm Service Agency, Department of Agriculture (Parts 
                700--799)
      VIII  Grain Inspection, Packers and Stockyards 
                Administration (Federal Grain Inspection Service), 
                Department of Agriculture (Parts 800--899)
        IX  Agricultural Marketing Service (Marketing Agreements 
                and Orders; Fruits, Vegetables, Nuts), Department 
                of Agriculture (Parts 900--999)

[[Page 871]]

         X  Agricultural Marketing Service (Marketing Agreements 
                and Orders; Milk), Department of Agriculture 
                (Parts 1000--1199)
        XI  Agricultural Marketing Service (Marketing Agreements 
                and Orders; Miscellaneous Commodities), Department 
                of Agriculture (Parts 1200--1299)
       XIV  Commodity Credit Corporation, Department of 
                Agriculture (Parts 1400--1499)
        XV  Foreign Agricultural Service, Department of 
                Agriculture (Parts 1500--1599)
       XVI  Rural Telephone Bank, Department of Agriculture (Parts 
                1600--1699)
      XVII  Rural Utilities Service, Department of Agriculture 
                (Parts 1700--1799)
     XVIII  Rural Housing Service, Rural Business-Cooperative 
                Service, Rural Utilities Service, and Farm Service 
                Agency, Department of Agriculture (Parts 1800--
                2099)
        XX  Local Television Loan Guarantee Board (Parts 2200--
                2299)
       XXV  Office of Advocacy and Outreach, Department of 
                Agriculture (Parts 2500--2599)
      XXVI  Office of Inspector General, Department of Agriculture 
                (Parts 2600--2699)
     XXVII  Office of Information Resources Management, Department 
                of Agriculture (Parts 2700--2799)
    XXVIII  Office of Operations, Department of Agriculture (Parts 
                2800--2899)
      XXIX  Office of Energy Policy and New Uses, Department of 
                Agriculture (Parts 2900--2999)
       XXX  Office of the Chief Financial Officer, Department of 
                Agriculture (Parts 3000--3099)
      XXXI  Office of Environmental Quality, Department of 
                Agriculture (Parts 3100--3199)
     XXXII  Office of Procurement and Property Management, 
                Department of Agriculture (Parts 3200--3299)
    XXXIII  Office of Transportation, Department of Agriculture 
                (Parts 3300--3399)
     XXXIV  National Institute of Food and Agriculture (Parts 
                3400--3499)
      XXXV  Rural Housing Service, Department of Agriculture 
                (Parts 3500--3599)
     XXXVI  National Agricultural Statistics Service, Department 
                of Agriculture (Parts 3600--3699)
    XXXVII  Economic Research Service, Department of Agriculture 
                (Parts 3700--3799)
   XXXVIII  World Agricultural Outlook Board, Department of 
                Agriculture (Parts 3800--3899)
       XLI  [Reserved]
      XLII  Rural Business-Cooperative Service and Rural Utilities 
                Service, Department of Agriculture (Parts 4200--
                4299)

[[Page 872]]

                    Title 8--Aliens and Nationality

         I  Department of Homeland Security (Immigration and 
                Naturalization) (Parts 1--499)
         V  Executive Office for Immigration Review, Department of 
                Justice (Parts 1000--1399)

                 Title 9--Animals and Animal Products

         I  Animal and Plant Health Inspection Service, Department 
                of Agriculture (Parts 1--199)
        II  Grain Inspection, Packers and Stockyards 
                Administration (Packers and Stockyards Programs), 
                Department of Agriculture (Parts 200--299)
       III  Food Safety and Inspection Service, Department of 
                Agriculture (Parts 300--599)

                           Title 10--Energy

         I  Nuclear Regulatory Commission (Parts 0--199)
        II  Department of Energy (Parts 200--699)
       III  Department of Energy (Parts 700--999)
         X  Department of Energy (General Provisions) (Parts 
                1000--1099)
      XIII  Nuclear Waste Technical Review Board (Parts 1300--
                1399)
      XVII  Defense Nuclear Facilities Safety Board (Parts 1700--
                1799)
     XVIII  Northeast Interstate Low-Level Radioactive Waste 
                Commission (Parts 1800--1899)

                      Title 11--Federal Elections

         I  Federal Election Commission (Parts 1--9099)
        II  Election Assistance Commission (Parts 9400--9499)

                      Title 12--Banks and Banking

         I  Comptroller of the Currency, Department of the 
                Treasury (Parts 1--199)
        II  Federal Reserve System (Parts 200--299)
       III  Federal Deposit Insurance Corporation (Parts 300--399)
        IV  Export-Import Bank of the United States (Parts 400--
                499)
         V  Office of Thrift Supervision, Department of the 
                Treasury (Parts 500--599)
        VI  Farm Credit Administration (Parts 600--699)
       VII  National Credit Union Administration (Parts 700--799)
      VIII  Federal Financing Bank (Parts 800--899)
        IX  Federal Housing Finance Board (Parts 900--999)
         X  Bureau of Consumer Financial Protection (Parts 1000--
                1099)
        XI  Federal Financial Institutions Examination Council 
                (Parts 1100--1199)
       XII  Federal Housing Finance Agency (Parts 1200--1299)

[[Page 873]]

      XIII  Financial Stability Oversight Council (Parts 1300--
                1399)
       XIV  Farm Credit System Insurance Corporation (Parts 1400--
                1499)
        XV  Department of the Treasury (Parts 1500--1599)
       XVI  Office of Financial Research (Parts 1600--1699)
      XVII  Office of Federal Housing Enterprise Oversight, 
                Department of Housing and Urban Development (Parts 
                1700--1799)
     XVIII  Community Development Financial Institutions Fund, 
                Department of the Treasury (Parts 1800--1899)

               Title 13--Business Credit and Assistance

         I  Small Business Administration (Parts 1--199)
       III  Economic Development Administration, Department of 
                Commerce (Parts 300--399)
        IV  Emergency Steel Guarantee Loan Board (Parts 400--499)
         V  Emergency Oil and Gas Guaranteed Loan Board (Parts 
                500--599)

                    Title 14--Aeronautics and Space

         I  Federal Aviation Administration, Department of 
                Transportation (Parts 1--199)
        II  Office of the Secretary, Department of Transportation 
                (Aviation Proceedings) (Parts 200--399)
       III  Commercial Space Transportation, Federal Aviation 
                Administration, Department of Transportation 
                (Parts 400--1199)
         V  National Aeronautics and Space Administration (Parts 
                1200--1299)
        VI  Air Transportation System Stabilization (Parts 1300--
                1399)

                 Title 15--Commerce and Foreign Trade

            Subtitle A--Office of the Secretary of Commerce (Parts 
                0--29)
            Subtitle B--Regulations Relating to Commerce and 
                Foreign Trade
         I  Bureau of the Census, Department of Commerce (Parts 
                30--199)
        II  National Institute of Standards and Technology, 
                Department of Commerce (Parts 200--299)
       III  International Trade Administration, Department of 
                Commerce (Parts 300--399)
        IV  Foreign-Trade Zones Board, Department of Commerce 
                (Parts 400--499)
       VII  Bureau of Industry and Security, Department of 
                Commerce (Parts 700--799)
      VIII  Bureau of Economic Analysis, Department of Commerce 
                (Parts 800--899)
        IX  National Oceanic and Atmospheric Administration, 
                Department of Commerce (Parts 900--999)

[[Page 874]]

        XI  National Technical Information Service, Department of 
                Commerce (Parts 1100--1199)
      XIII  East-West Foreign Trade Board (Parts 1300--1399)
       XIV  Minority Business Development Agency (Parts 1400--
                1499)
            Subtitle C--Regulations Relating to Foreign Trade 
                Agreements
        XX  Office of the United States Trade Representative 
                (Parts 2000--2099)
            Subtitle D--Regulations Relating to Telecommunications 
                and Information
     XXIII  National Telecommunications and Information 
                Administration, Department of Commerce (Parts 
                2300--2399) [Reserved]

                    Title 16--Commercial Practices

         I  Federal Trade Commission (Parts 0--999)
        II  Consumer Product Safety Commission (Parts 1000--1799)

             Title 17--Commodity and Securities Exchanges

         I  Commodity Futures Trading Commission (Parts 1--199)
        II  Securities and Exchange Commission (Parts 200--399)
        IV  Department of the Treasury (Parts 400--499)

          Title 18--Conservation of Power and Water Resources

         I  Federal Energy Regulatory Commission, Department of 
                Energy (Parts 1--399)
       III  Delaware River Basin Commission (Parts 400--499)
        VI  Water Resources Council (Parts 700--799)
      VIII  Susquehanna River Basin Commission (Parts 800--899)
      XIII  Tennessee Valley Authority (Parts 1300--1399)

                       Title 19--Customs Duties

         I  U.S. Customs and Border Protection, Department of 
                Homeland Security; Department of the Treasury 
                (Parts 0--199)
        II  United States International Trade Commission (Parts 
                200--299)
       III  International Trade Administration, Department of 
                Commerce (Parts 300--399)
        IV  U.S. Immigration and Customs Enforcement, Department 
                of Homeland Security (Parts 400--599) [Reserved]

                     Title 20--Employees' Benefits

         I  Office of Workers' Compensation Programs, Department 
                of Labor (Parts 1--199)
        II  Railroad Retirement Board (Parts 200--399)

[[Page 875]]

       III  Social Security Administration (Parts 400--499)
        IV  Employees' Compensation Appeals Board, Department of 
                Labor (Parts 500--599)
         V  Employment and Training Administration, Department of 
                Labor (Parts 600--699)
        VI  Office of Workers' Compensation Programs, Department 
                of Labor (Parts 700--799)
       VII  Benefits Review Board, Department of Labor (Parts 
                800--899)
      VIII  Joint Board for the Enrollment of Actuaries (Parts 
                900--999)
        IX  Office of the Assistant Secretary for Veterans' 
                Employment and Training Service, Department of 
                Labor (Parts 1000--1099)

                       Title 21--Food and Drugs

         I  Food and Drug Administration, Department of Health and 
                Human Services (Parts 1--1299)
        II  Drug Enforcement Administration, Department of Justice 
                (Parts 1300--1399)
       III  Office of National Drug Control Policy (Parts 1400--
                1499)

                      Title 22--Foreign Relations

         I  Department of State (Parts 1--199)
        II  Agency for International Development (Parts 200--299)
       III  Peace Corps (Parts 300--399)
        IV  International Joint Commission, United States and 
                Canada (Parts 400--499)
         V  Broadcasting Board of Governors (Parts 500--599)
       VII  Overseas Private Investment Corporation (Parts 700--
                799)
        IX  Foreign Service Grievance Board (Parts 900--999)
         X  Inter-American Foundation (Parts 1000--1099)
        XI  International Boundary and Water Commission, United 
                States and Mexico, United States Section (Parts 
                1100--1199)
       XII  United States International Development Cooperation 
                Agency (Parts 1200--1299)
      XIII  Millennium Challenge Corporation (Parts 1300--1399)
       XIV  Foreign Service Labor Relations Board; Federal Labor 
                Relations Authority; General Counsel of the 
                Federal Labor Relations Authority; and the Foreign 
                Service Impasse Disputes Panel (Parts 1400--1499)
        XV  African Development Foundation (Parts 1500--1599)
       XVI  Japan-United States Friendship Commission (Parts 
                1600--1699)
      XVII  United States Institute of Peace (Parts 1700--1799)

                          Title 23--Highways

         I  Federal Highway Administration, Department of 
                Transportation (Parts 1--999)

[[Page 876]]

        II  National Highway Traffic Safety Administration and 
                Federal Highway Administration, Department of 
                Transportation (Parts 1200--1299)
       III  National Highway Traffic Safety Administration, 
                Department of Transportation (Parts 1300--1399)

                Title 24--Housing and Urban Development

            Subtitle A--Office of the Secretary, Department of 
                Housing and Urban Development (Parts 0--99)
            Subtitle B--Regulations Relating to Housing and Urban 
                Development
         I  Office of Assistant Secretary for Equal Opportunity, 
                Department of Housing and Urban Development (Parts 
                100--199)
        II  Office of Assistant Secretary for Housing-Federal 
                Housing Commissioner, Department of Housing and 
                Urban Development (Parts 200--299)
       III  Government National Mortgage Association, Department 
                of Housing and Urban Development (Parts 300--399)
        IV  Office of Housing and Office of Multifamily Housing 
                Assistance Restructuring, Department of Housing 
                and Urban Development (Parts 400--499)
         V  Office of Assistant Secretary for Community Planning 
                and Development, Department of Housing and Urban 
                Development (Parts 500--599)
        VI  Office of Assistant Secretary for Community Planning 
                and Development, Department of Housing and Urban 
                Development (Parts 600--699) [Reserved]
       VII  Office of the Secretary, Department of Housing and 
                Urban Development (Housing Assistance Programs and 
                Public and Indian Housing Programs) (Parts 700--
                799)
      VIII  Office of the Assistant Secretary for Housing--Federal 
                Housing Commissioner, Department of Housing and 
                Urban Development (Section 8 Housing Assistance 
                Programs, Section 202 Direct Loan Program, Section 
                202 Supportive Housing for the Elderly Program and 
                Section 811 Supportive Housing for Persons With 
                Disabilities Program) (Parts 800--899)
        IX  Office of Assistant Secretary for Public and Indian 
                Housing, Department of Housing and Urban 
                Development (Parts 900--1699)
         X  Office of Assistant Secretary for Housing--Federal 
                Housing Commissioner, Department of Housing and 
                Urban Development (Interstate Land Sales 
                Registration Program) (Parts 1700--1799)
       XII  Office of Inspector General, Department of Housing and 
                Urban Development (Parts 2000--2099)
        XV  Emergency Mortgage Insurance and Loan Programs, 
                Department of Housing and Urban Development (Parts 
                2700--2799) [Reserved]
        XX  Office of Assistant Secretary for Housing--Federal 
                Housing Commissioner, Department of Housing and 
                Urban Development (Parts 3200--3899)

[[Page 877]]

      XXIV  Board of Directors of the HOPE for Homeowners Program 
                (Parts 4000--4099) [Reserved]
       XXV  Neighborhood Reinvestment Corporation (Parts 4100--
                4199)

                           Title 25--Indians

         I  Bureau of Indian Affairs, Department of the Interior 
                (Parts 1--299)
        II  Indian Arts and Crafts Board, Department of the 
                Interior (Parts 300--399)
       III  National Indian Gaming Commission, Department of the 
                Interior (Parts 500--599)
        IV  Office of Navajo and Hopi Indian Relocation (Parts 
                700--899)
         V  Bureau of Indian Affairs, Department of the Interior, 
                and Indian Health Service, Department of Health 
                and Human Services (Parts 900--999)
        VI  Office of the Assistant Secretary, Indian Affairs, 
                Department of the Interior (Parts 1000--1199)
       VII  Office of the Special Trustee for American Indians, 
                Department of the Interior (Parts 1200--1299)

                      Title 26--Internal Revenue

         I  Internal Revenue Service, Department of the Treasury 
                (Parts 1--End)

           Title 27--Alcohol, Tobacco Products and Firearms

         I  Alcohol and Tobacco Tax and Trade Bureau, Department 
                of the Treasury (Parts 1--399)
        II  Bureau of Alcohol, Tobacco, Firearms, and Explosives, 
                Department of Justice (Parts 400--699)

                   Title 28--Judicial Administration

         I  Department of Justice (Parts 0--299)
       III  Federal Prison Industries, Inc., Department of Justice 
                (Parts 300--399)
         V  Bureau of Prisons, Department of Justice (Parts 500--
                599)
        VI  Offices of Independent Counsel, Department of Justice 
                (Parts 600--699)
       VII  Office of Independent Counsel (Parts 700--799)
      VIII  Court Services and Offender Supervision Agency for the 
                District of Columbia (Parts 800--899)
        IX  National Crime Prevention and Privacy Compact Council 
                (Parts 900--999)
        XI  Department of Justice and Department of State (Parts 
                1100--1199)

[[Page 878]]

                            Title 29--Labor

            Subtitle A--Office of the Secretary of Labor (Parts 
                0--99)
            Subtitle B--Regulations Relating to Labor
         I  National Labor Relations Board (Parts 100--199)
        II  Office of Labor-Management Standards, Department of 
                Labor (Parts 200--299)
       III  National Railroad Adjustment Board (Parts 300--399)
        IV  Office of Labor-Management Standards, Department of 
                Labor (Parts 400--499)
         V  Wage and Hour Division, Department of Labor (Parts 
                500--899)
        IX  Construction Industry Collective Bargaining Commission 
                (Parts 900--999)
         X  National Mediation Board (Parts 1200--1299)
       XII  Federal Mediation and Conciliation Service (Parts 
                1400--1499)
       XIV  Equal Employment Opportunity Commission (Parts 1600--
                1699)
      XVII  Occupational Safety and Health Administration, 
                Department of Labor (Parts 1900--1999)
        XX  Occupational Safety and Health Review Commission 
                (Parts 2200--2499)
       XXV  Employee Benefits Security Administration, Department 
                of Labor (Parts 2500--2599)
     XXVII  Federal Mine Safety and Health Review Commission 
                (Parts 2700--2799)
        XL  Pension Benefit Guaranty Corporation (Parts 4000--
                4999)

                      Title 30--Mineral Resources

         I  Mine Safety and Health Administration, Department of 
                Labor (Parts 1--199)
        II  Bureau of Safety and Environmental Enforcement, 
                Department of the Interior (Parts 200--299)
        IV  Geological Survey, Department of the Interior (Parts 
                400--499)
         V  Bureau of Ocean Energy Management, Department of the 
                Interior (Parts 500--599)
       VII  Office of Surface Mining Reclamation and Enforcement, 
                Department of the Interior (Parts 700--999)
       XII  Office of Natural Resources Revenue, Department of the 
                Interior (Parts 1200--1299)

                 Title 31--Money and Finance: Treasury

            Subtitle A--Office of the Secretary of the Treasury 
                (Parts 0--50)
            Subtitle B--Regulations Relating to Money and Finance
         I  Monetary Offices, Department of the Treasury (Parts 
                51--199)
        II  Fiscal Service, Department of the Treasury (Parts 
                200--399)
        IV  Secret Service, Department of the Treasury (Parts 
                400--499)
         V  Office of Foreign Assets Control, Department of the 
                Treasury (Parts 500--599)

[[Page 879]]

        VI  Bureau of Engraving and Printing, Department of the 
                Treasury (Parts 600--699)
       VII  Federal Law Enforcement Training Center, Department of 
                the Treasury (Parts 700--799)
      VIII  Office of Investment Security, Department of the 
                Treasury (Parts 800--899)
        IX  Federal Claims Collection Standards (Department of the 
                Treasury--Department of Justice) (Parts 900--999)
         X  Financial Crimes Enforcement Network, Department of 
                the Treasury (Parts 1000--1099)

                      Title 32--National Defense

            Subtitle A--Department of Defense
         I  Office of the Secretary of Defense (Parts 1--399)
         V  Department of the Army (Parts 400--699)
        VI  Department of the Navy (Parts 700--799)
       VII  Department of the Air Force (Parts 800--1099)
            Subtitle B--Other Regulations Relating to National 
                Defense
       XII  Defense Logistics Agency (Parts 1200--1299)
       XVI  Selective Service System (Parts 1600--1699)
      XVII  Office of the Director of National Intelligence (Parts 
                1700--1799)
     XVIII  National Counterintelligence Center (Parts 1800--1899)
       XIX  Central Intelligence Agency (Parts 1900--1999)
        XX  Information Security Oversight Office, National 
                Archives and Records Administration (Parts 2000--
                2099)
       XXI  National Security Council (Parts 2100--2199)
      XXIV  Office of Science and Technology Policy (Parts 2400--
                2499)
     XXVII  Office for Micronesian Status Negotiations (Parts 
                2700--2799)
    XXVIII  Office of the Vice President of the United States 
                (Parts 2800--2899)

               Title 33--Navigation and Navigable Waters

         I  Coast Guard, Department of Homeland Security (Parts 
                1--199)
        II  Corps of Engineers, Department of the Army, Department 
                of Defense (Parts 200--399)
        IV  Saint Lawrence Seaway Development Corporation, 
                Department of Transportation (Parts 400--499)

                          Title 34--Education

            Subtitle A--Office of the Secretary, Department of 
                Education (Parts 1--99)
            Subtitle B--Regulations of the Offices of the 
                Department of Education
         I  Office for Civil Rights, Department of Education 
                (Parts 100--199)

[[Page 880]]

        II  Office of Elementary and Secondary Education, 
                Department of Education (Parts 200--299)
       III  Office of Special Education and Rehabilitative 
                Services, Department of Education (Parts 300--399)
        IV  Office of Career, Technical and Adult Education, 
                Department of Education (Parts 400--499)
         V  Office of Bilingual Education and Minority Languages 
                Affairs, Department of Education (Parts 500--599) 
                [Reserved]
        VI  Office of Postsecondary Education, Department of 
                Education (Parts 600--699)
       VII  Office of Educational Research and Improvement, 
                Department of Education (Parts 700--799) 
                [Reserved]
            Subtitle C--Regulations Relating to Education
        XI  (Parts 1100--1199) [Reserved]
       XII  National Council on Disability (Parts 1200--1299)

                          Title 35 [Reserved]

             Title 36--Parks, Forests, and Public Property

         I  National Park Service, Department of the Interior 
                (Parts 1--199)
        II  Forest Service, Department of Agriculture (Parts 200--
                299)
       III  Corps of Engineers, Department of the Army (Parts 
                300--399)
        IV  American Battle Monuments Commission (Parts 400--499)
         V  Smithsonian Institution (Parts 500--599)
        VI  [Reserved]
       VII  Library of Congress (Parts 700--799)
      VIII  Advisory Council on Historic Preservation (Parts 800--
                899)
        IX  Pennsylvania Avenue Development Corporation (Parts 
                900--999)
         X  Presidio Trust (Parts 1000--1099)
        XI  Architectural and Transportation Barriers Compliance 
                Board (Parts 1100--1199)
       XII  National Archives and Records Administration (Parts 
                1200--1299)
        XV  Oklahoma City National Memorial Trust (Parts 1500--
                1599)
       XVI  Morris K. Udall Scholarship and Excellence in National 
                Environmental Policy Foundation (Parts 1600--1699)

             Title 37--Patents, Trademarks, and Copyrights

         I  United States Patent and Trademark Office, Department 
                of Commerce (Parts 1--199)
        II  U.S. Copyright Office, Library of Congress (Parts 
                200--299)
       III  Copyright Royalty Board, Library of Congress (Parts 
                300--399)
        IV  National Institute of Standards and Technology, 
                Department of Commerce (Parts 400--599)

[[Page 881]]

           Title 38--Pensions, Bonuses, and Veterans' Relief

         I  Department of Veterans Affairs (Parts 0--199)
        II  Armed Forces Retirement Home (Parts 200--299)

                       Title 39--Postal Service

         I  United States Postal Service (Parts 1--999)
       III  Postal Regulatory Commission (Parts 3000--3099)

                  Title 40--Protection of Environment

         I  Environmental Protection Agency (Parts 1--1099)
        IV  Environmental Protection Agency and Department of 
                Justice (Parts 1400--1499)
         V  Council on Environmental Quality (Parts 1500--1599)
        VI  Chemical Safety and Hazard Investigation Board (Parts 
                1600--1699)
       VII  Environmental Protection Agency and Department of 
                Defense; Uniform National Discharge Standards for 
                Vessels of the Armed Forces (Parts 1700--1799)
      VIII  Gulf Coast Ecosystem Restoration Council (Parts 1800--
                1899)

          Title 41--Public Contracts and Property Management

            Subtitle A--Federal Procurement Regulations System 
                [Note]
            Subtitle B--Other Provisions Relating to Public 
                Contracts
        50  Public Contracts, Department of Labor (Parts 50-1--50-
                999)
        51  Committee for Purchase From People Who Are Blind or 
                Severely Disabled (Parts 51-1--51-99)
        60  Office of Federal Contract Compliance Programs, Equal 
                Employment Opportunity, Department of Labor (Parts 
                60-1--60-999)
        61  Office of the Assistant Secretary for Veterans' 
                Employment and Training Service, Department of 
                Labor (Parts 61-1--61-999)
   62--100  [Reserved]
            Subtitle C--Federal Property Management Regulations 
                System
       101  Federal Property Management Regulations (Parts 101-1--
                101-99)
       102  Federal Management Regulation (Parts 102-1--102-299)
  103--104  [Reserved]
       105  General Services Administration (Parts 105-1--105-999)
       109  Department of Energy Property Management Regulations 
                (Parts 109-1--109-99)
       114  Department of the Interior (Parts 114-1--114-99)
       115  Environmental Protection Agency (Parts 115-1--115-99)
       128  Department of Justice (Parts 128-1--128-99)
  129--200  [Reserved]
            Subtitle D--Other Provisions Relating to Property 
                Management [Reserved]

[[Page 882]]

            Subtitle E--Federal Information Resources Management 
                Regulations System [Reserved]
            Subtitle F--Federal Travel Regulation System
       300  General (Parts 300-1--300-99)
       301  Temporary Duty (TDY) Travel Allowances (Parts 301-1--
                301-99)
       302  Relocation Allowances (Parts 302-1--302-99)
       303  Payment of Expenses Connected with the Death of 
                Certain Employees (Part 303-1--303-99)
       304  Payment of Travel Expenses from a Non-Federal Source 
                (Parts 304-1--304-99)

                        Title 42--Public Health

         I  Public Health Service, Department of Health and Human 
                Services (Parts 1--199)
   ii--III  [Reserved]
        IV  Centers for Medicare & Medicaid Services, Department 
                of Health and Human Services (Parts 400--699)
         V  Office of Inspector General-Health Care, Department of 
                Health and Human Services (Parts 1000--1099)

                   Title 43--Public Lands: Interior

            Subtitle A--Office of the Secretary of the Interior 
                (Parts 1--199)
            Subtitle B--Regulations Relating to Public Lands
         I  Bureau of Reclamation, Department of the Interior 
                (Parts 400--999)
        II  Bureau of Land Management, Department of the Interior 
                (Parts 1000--9999)
       III  Utah Reclamation Mitigation and Conservation 
                Commission (Parts 10000--10099)

             Title 44--Emergency Management and Assistance

         I  Federal Emergency Management Agency, Department of 
                Homeland Security (Parts 0--399)
        IV  Department of Commerce and Department of 
                Transportation (Parts 400--499)

                       Title 45--Public Welfare

            Subtitle A--Department of Health and Human Services 
                (Parts 1--199)
            Subtitle B--Regulations Relating to Public Welfare
        II  Office of Family Assistance (Assistance Programs), 
                Administration for Children and Families, 
                Department of Health and Human Services (Parts 
                200--299)

[[Page 883]]

       III  Office of Child Support Enforcement (Child Support 
                Enforcement Program), Administration for Children 
                and Families, Department of Health and Human 
                Services (Parts 300--399)
        IV  Office of Refugee Resettlement, Administration for 
                Children and Families, Department of Health and 
                Human Services (Parts 400--499)
         V  Foreign Claims Settlement Commission of the United 
                States, Department of Justice (Parts 500--599)
        VI  National Science Foundation (Parts 600--699)
       VII  Commission on Civil Rights (Parts 700--799)
      VIII  Office of Personnel Management (Parts 800--899)
        IX  Denali Commission (Parts 900--999)
         X  Office of Community Services, Administration for 
                Children and Families, Department of Health and 
                Human Services (Parts 1000--1099)
        XI  National Foundation on the Arts and the Humanities 
                (Parts 1100--1199)
       XII  Corporation for National and Community Service (Parts 
                1200--1299)
      XIII  Administration for Children and Families, Department 
                of Health and Human Services (Parts 1300--1399)
       XVI  Legal Services Corporation (Parts 1600--1699)
      XVII  National Commission on Libraries and Information 
                Science (Parts 1700--1799)
     XVIII  Harry S. Truman Scholarship Foundation (Parts 1800--
                1899)
       XXI  Commission of Fine Arts (Parts 2100--2199)
     XXIII  Arctic Research Commission (Parts 2300--2399)
      XXIV  James Madison Memorial Fellowship Foundation (Parts 
                2400--2499)
       XXV  Corporation for National and Community Service (Parts 
                2500--2599)

                          Title 46--Shipping

         I  Coast Guard, Department of Homeland Security (Parts 
                1--199)
        II  Maritime Administration, Department of Transportation 
                (Parts 200--399)
       III  Coast Guard (Great Lakes Pilotage), Department of 
                Homeland Security (Parts 400--499)
        IV  Federal Maritime Commission (Parts 500--599)

                      Title 47--Telecommunication

         I  Federal Communications Commission (Parts 0--199)
        II  Office of Science and Technology Policy and National 
                Security Council (Parts 200--299)
       III  National Telecommunications and Information 
                Administration, Department of Commerce (Parts 
                300--399)

[[Page 884]]

        IV  National Telecommunications and Information 
                Administration, Department of Commerce, and 
                National Highway Traffic Safety Administration, 
                Department of Transportation (Parts 400--499)
         V  The First Responder Network Authority (Parts 500--599)

           Title 48--Federal Acquisition Regulations System

         1  Federal Acquisition Regulation (Parts 1--99)
         2  Defense Acquisition Regulations System, Department of 
                Defense (Parts 200--299)
         3  Department of Health and Human Services (Parts 300--
                399)
         4  Department of Agriculture (Parts 400--499)
         5  General Services Administration (Parts 500--599)
         6  Department of State (Parts 600--699)
         7  Agency for International Development (Parts 700--799)
         8  Department of Veterans Affairs (Parts 800--899)
         9  Department of Energy (Parts 900--999)
        10  Department of the Treasury (Parts 1000--1099)
        12  Department of Transportation (Parts 1200--1299)
        13  Department of Commerce (Parts 1300--1399)
        14  Department of the Interior (Parts 1400--1499)
        15  Environmental Protection Agency (Parts 1500--1599)
        16  Office of Personnel Management, Federal Employees 
                Health Benefits Acquisition Regulation (Parts 
                1600--1699)
        17  Office of Personnel Management (Parts 1700--1799)
        18  National Aeronautics and Space Administration (Parts 
                1800--1899)
        19  Broadcasting Board of Governors (Parts 1900--1999)
        20  Nuclear Regulatory Commission (Parts 2000--2099)
        21  Office of Personnel Management, Federal Employees 
                Group Life Insurance Federal Acquisition 
                Regulation (Parts 2100--2199)
        23  Social Security Administration (Parts 2300--2399)
        24  Department of Housing and Urban Development (Parts 
                2400--2499)
        25  National Science Foundation (Parts 2500--2599)
        28  Department of Justice (Parts 2800--2899)
        29  Department of Labor (Parts 2900--2999)
        30  Department of Homeland Security, Homeland Security 
                Acquisition Regulation (HSAR) (Parts 3000--3099)
        34  Department of Education Acquisition Regulation (Parts 
                3400--3499)
        51  Department of the Army Acquisition Regulations (Parts 
                5100--5199)
        52  Department of the Navy Acquisition Regulations (Parts 
                5200--5299)
        53  Department of the Air Force Federal Acquisition 
                Regulation Supplement (Parts 5300--5399) 
                [Reserved]

[[Page 885]]

        54  Defense Logistics Agency, Department of Defense (Parts 
                5400--5499)
        57  African Development Foundation (Parts 5700--5799)
        61  Civilian Board of Contract Appeals, General Services 
                Administration (Parts 6100--6199)
        99  Cost Accounting Standards Board, Office of Federal 
                Procurement Policy, Office of Management and 
                Budget (Parts 9900--9999)

                       Title 49--Transportation

            Subtitle A--Office of the Secretary of Transportation 
                (Parts 1--99)
            Subtitle B--Other Regulations Relating to 
                Transportation
         I  Pipeline and Hazardous Materials Safety 
                Administration, Department of Transportation 
                (Parts 100--199)
        II  Federal Railroad Administration, Department of 
                Transportation (Parts 200--299)
       III  Federal Motor Carrier Safety Administration, 
                Department of Transportation (Parts 300--399)
        IV  Coast Guard, Department of Homeland Security (Parts 
                400--499)
         V  National Highway Traffic Safety Administration, 
                Department of Transportation (Parts 500--599)
        VI  Federal Transit Administration, Department of 
                Transportation (Parts 600--699)
       VII  National Railroad Passenger Corporation (AMTRAK) 
                (Parts 700--799)
      VIII  National Transportation Safety Board (Parts 800--999)
         X  Surface Transportation Board (Parts 1000--1399)
        XI  Research and Innovative Technology Administration, 
                Department of Transportation (Parts 1400--1499) 
                [Reserved]
       XII  Transportation Security Administration, Department of 
                Homeland Security (Parts 1500--1699)

                   Title 50--Wildlife and Fisheries

         I  United States Fish and Wildlife Service, Department of 
                the Interior (Parts 1--199)
        II  National Marine Fisheries Service, National Oceanic 
                and Atmospheric Administration, Department of 
                Commerce (Parts 200--299)
       III  International Fishing and Related Activities (Parts 
                300--399)
        IV  Joint Regulations (United States Fish and Wildlife 
                Service, Department of the Interior and National 
                Marine Fisheries Service, National Oceanic and 
                Atmospheric Administration, Department of 
                Commerce); Endangered Species Committee 
                Regulations (Parts 400--499)
         V  Marine Mammal Commission (Parts 500--599)

[[Page 886]]

        VI  Fishery Conservation and Management, National Oceanic 
                and Atmospheric Administration, Department of 
                Commerce (Parts 600--699)

[[Page 887]]





           Alphabetical List of Agencies Appearing in the CFR




                      (Revised as of April 1, 2018)

                                                  CFR Title, Subtitle or 
                     Agency                               Chapter

Administrative Committee of the Federal Register  1, I
Administrative Conference of the United States    1, III
Advisory Council on Historic Preservation         36, VIII
Advocacy and Outreach, Office of                  7, XXV
Afghanistan Reconstruction, Special Inspector     5, LXXXIII
     General for
African Development Foundation                    22, XV
  Federal Acquisition Regulation                  48, 57
Agency for International Development              2, VII; 22, II
  Federal Acquisition Regulation                  48, 7
Agricultural Marketing Service                    7, I, IX, X, XI
Agricultural Research Service                     7, V
Agriculture Department                            2, IV; 5, LXXIII
  Advocacy and Outreach, Office of                7, XXV
  Agricultural Marketing Service                  7, I, IX, X, XI
  Agricultural Research Service                   7, V
  Animal and Plant Health Inspection Service      7, III; 9, I
  Chief Financial Officer, Office of              7, XXX
  Commodity Credit Corporation                    7, XIV
  Economic Research Service                       7, XXXVII
  Energy Policy and New Uses, Office of           2, IX; 7, XXIX
  Environmental Quality, Office of                7, XXXI
  Farm Service Agency                             7, VII, XVIII
  Federal Acquisition Regulation                  48, 4
  Federal Crop Insurance Corporation              7, IV
  Food and Nutrition Service                      7, II
  Food Safety and Inspection Service              9, III
  Foreign Agricultural Service                    7, XV
  Forest Service                                  36, II
  Grain Inspection, Packers and Stockyards        7, VIII; 9, II
       Administration
  Information Resources Management, Office of     7, XXVII
  Inspector General, Office of                    7, XXVI
  National Agricultural Library                   7, XLI
  National Agricultural Statistics Service        7, XXXVI
  National Institute of Food and Agriculture      7, XXXIV
  Natural Resources Conservation Service          7, VI
  Operations, Office of                           7, XXVIII
  Procurement and Property Management, Office of  7, XXXII
  Rural Business-Cooperative Service              7, XVIII, XLII
  Rural Development Administration                7, XLII
  Rural Housing Service                           7, XVIII, XXXV
  Rural Telephone Bank                            7, XVI
  Rural Utilities Service                         7, XVII, XVIII, XLII
  Secretary of Agriculture, Office of             7, Subtitle A
  Transportation, Office of                       7, XXXIII
  World Agricultural Outlook Board                7, XXXVIII
Air Force Department                              32, VII
  Federal Acquisition Regulation Supplement       48, 53
Air Transportation Stabilization Board            14, VI
Alcohol and Tobacco Tax and Trade Bureau          27, I
Alcohol, Tobacco, Firearms, and Explosives,       27, II
     Bureau of
AMTRAK                                            49, VII
American Battle Monuments Commission              36, IV
American Indians, Office of the Special Trustee   25, VII

[[Page 888]]

Animal and Plant Health Inspection Service        7, III; 9, I
Appalachian Regional Commission                   5, IX
Architectural and Transportation Barriers         36, XI
     Compliance Board
Arctic Research Commission                        45, XXIII
Armed Forces Retirement Home                      5, XI
Army Department                                   32, V
  Engineers, Corps of                             33, II; 36, III
  Federal Acquisition Regulation                  48, 51
Bilingual Education and Minority Languages        34, V
     Affairs, Office of
Blind or Severely Disabled, Committee for         41, 51
     Purchase from People Who Are
Broadcasting Board of Governors                   22, V
  Federal Acquisition Regulation                  48, 19
Career, Technical and Adult Education, Office of  34, IV
Census Bureau                                     15, I
Centers for Medicare & Medicaid Services          42, IV
Central Intelligence Agency                       32, XIX
Chemical Safety and Hazardous Investigation       40, VI
     Board
Chief Financial Officer, Office of                7, XXX
Child Support Enforcement, Office of              45, III
Children and Families, Administration for         45, II, III, IV, X, XIII
Civil Rights, Commission on                       5, LXVIII; 45, VII
Civil Rights, Office for                          34, I
Council of the Inspectors General on Integrity    5, XCVIII
     and Efficiency
Court Services and Offender Supervision Agency    5, LXX
     for the District of Columbia
Coast Guard                                       33, I; 46, I; 49, IV
Coast Guard (Great Lakes Pilotage)                46, III
Commerce Department                               2, XIII; 44, IV; 50, VI
  Census Bureau                                   15, I
  Economic Analysis, Bureau of                    15, VIII
  Economic Development Administration             13, III
  Emergency Management and Assistance             44, IV
  Federal Acquisition Regulation                  48, 13
  Foreign-Trade Zones Board                       15, IV
  Industry and Security, Bureau of                15, VII
  International Trade Administration              15, III; 19, III
  National Institute of Standards and Technology  15, II; 37, IV
  National Marine Fisheries Service               50, II, IV
  National Oceanic and Atmospheric                15, IX; 50, II, III, IV, 
       Administration                             VI
  National Technical Information Service          15, XI
  National Telecommunications and Information     15, XXIII; 47, III, IV
       Administration
  National Weather Service                        15, IX
  Patent and Trademark Office, United States      37, I
  Secretary of Commerce, Office of                15, Subtitle A
Commercial Space Transportation                   14, III
Commodity Credit Corporation                      7, XIV
Commodity Futures Trading Commission              5, XLI; 17, I
Community Planning and Development, Office of     24, V, VI
     Assistant Secretary for
Community Services, Office of                     45, X
Comptroller of the Currency                       12, I
Construction Industry Collective Bargaining       29, IX
     Commission
Consumer Financial Protection Bureau              5, LXXXIV; 12, X
Consumer Product Safety Commission                5, LXXI; 16, II
Copyright Royalty Board                           37, III
Corporation for National and Community Service    2, XXII; 45, XII, XXV
Cost Accounting Standards Board                   48, 99
Council on Environmental Quality                  40, V
Court Services and Offender Supervision Agency    5, LXX; 28, VIII
     for the District of Columbia
Customs and Border Protection                     19, I
Defense Contract Audit Agency                     32, I
Defense Department                                2, XI; 5, XXVI; 32, 
                                                  Subtitle A; 40, VII
  Advanced Research Projects Agency               32, I

[[Page 889]]

  Air Force Department                            32, VII
  Army Department                                 32, V; 33, II; 36, III; 
                                                  48, 51
  Defense Acquisition Regulations System          48, 2
  Defense Intelligence Agency                     32, I
  Defense Logistics Agency                        32, I, XII; 48, 54
  Engineers, Corps of                             33, II; 36, III
  National Imagery and Mapping Agency             32, I
  Navy Department                                 32, VI; 48, 52
  Secretary of Defense, Office of                 2, XI; 32, I
Defense Contract Audit Agency                     32, I
Defense Intelligence Agency                       32, I
Defense Logistics Agency                          32, XII; 48, 54
Defense Nuclear Facilities Safety Board           10, XVII
Delaware River Basin Commission                   18, III
Denali Commission                                 45, IX
District of Columbia, Court Services and          5, LXX; 28, VIII
     Offender Supervision Agency for the
Drug Enforcement Administration                   21, II
East-West Foreign Trade Board                     15, XIII
Economic Analysis, Bureau of                      15, VIII
Economic Development Administration               13, III
Economic Research Service                         7, XXXVII
Education, Department of                          2, XXXIV; 5, LIII
  Bilingual Education and Minority Languages      34, V
       Affairs, Office of
  Career, Technical and Adult Education, Office   34, IV
       of
  Civil Rights, Office for                        34, I
  Educational Research and Improvement, Office    34, VII
       of
  Elementary and Secondary Education, Office of   34, II
  Federal Acquisition Regulation                  48, 34
  Postsecondary Education, Office of              34, VI
  Secretary of Education, Office of               34, Subtitle A
  Special Education and Rehabilitative Services,  34, III
       Office of
  Career, Technical, and Adult Education, Office  34, IV
       of
Educational Research and Improvement, Office of   34, VII
Election Assistance Commission                    2, LVIII; 11, II
Elementary and Secondary Education, Office of     34, II
Emergency Oil and Gas Guaranteed Loan Board       13, V
Emergency Steel Guarantee Loan Board              13, IV
Employee Benefits Security Administration         29, XXV
Employees' Compensation Appeals Board             20, IV
Employees Loyalty Board                           5, V
Employment and Training Administration            20, V
Employment Standards Administration               20, VI
Endangered Species Committee                      50, IV
Energy, Department of                             2, IX; 5, XXIII; 10, II, 
                                                  III, X
  Federal Acquisition Regulation                  48, 9
  Federal Energy Regulatory Commission            5, XXIV; 18, I
  Property Management Regulations                 41, 109
Energy, Office of                                 7, XXIX
Engineers, Corps of                               33, II; 36, III
Engraving and Printing, Bureau of                 31, VI
Environmental Protection Agency                   2, XV; 5, LIV; 40, I, IV, 
                                                  VII
  Federal Acquisition Regulation                  48, 15
  Property Management Regulations                 41, 115
Environmental Quality, Office of                  7, XXXI
Equal Employment Opportunity Commission           5, LXII; 29, XIV
Equal Opportunity, Office of Assistant Secretary  24, I
     for
Executive Office of the President                 3, I
  Environmental Quality, Council on               40, V
  Management and Budget, Office of                2, Subtitle A; 5, III, 
                                                  LXXVII; 14, VI; 48, 99
  National Drug Control Policy, Office of         2, XXXVI; 21, III
  National Security Council                       32, XXI; 47, 2

[[Page 890]]

  Presidential Documents                          3
  Science and Technology Policy, Office of        32, XXIV; 47, II
  Trade Representative, Office of the United      15, XX
       States
Export-Import Bank of the United States           2, XXXV; 5, LII; 12, IV
Family Assistance, Office of                      45, II
Farm Credit Administration                        5, XXXI; 12, VI
Farm Credit System Insurance Corporation          5, XXX; 12, XIV
Farm Service Agency                               7, VII, XVIII
Federal Acquisition Regulation                    48, 1
Federal Aviation Administration                   14, I
  Commercial Space Transportation                 14, III
Federal Claims Collection Standards               31, IX
Federal Communications Commission                 5, XXIX; 47, I
Federal Contract Compliance Programs, Office of   41, 60
Federal Crop Insurance Corporation                7, IV
Federal Deposit Insurance Corporation             5, XXII; 12, III
Federal Election Commission                       5, XXXVII; 11, I
Federal Emergency Management Agency               44, I
Federal Employees Group Life Insurance Federal    48, 21
     Acquisition Regulation
Federal Employees Health Benefits Acquisition     48, 16
     Regulation
Federal Energy Regulatory Commission              5, XXIV; 18, I
Federal Financial Institutions Examination        12, XI
     Council
Federal Financing Bank                            12, VIII
Federal Highway Administration                    23, I, II
Federal Home Loan Mortgage Corporation            1, IV
Federal Housing Enterprise Oversight Office       12, XVII
Federal Housing Finance Agency                    5, LXXX; 12, XII
Federal Housing Finance Board                     12, IX
Federal Labor Relations Authority                 5, XIV, XLIX; 22, XIV
Federal Law Enforcement Training Center           31, VII
Federal Management Regulation                     41, 102
Federal Maritime Commission                       46, IV
Federal Mediation and Conciliation Service        29, XII
Federal Mine Safety and Health Review Commission  5, LXXIV; 29, XXVII
Federal Motor Carrier Safety Administration       49, III
Federal Prison Industries, Inc.                   28, III
Federal Procurement Policy Office                 48, 99
Federal Property Management Regulations           41, 101
Federal Railroad Administration                   49, II
Federal Register, Administrative Committee of     1, I
Federal Register, Office of                       1, II
Federal Reserve System                            12, II
  Board of Governors                              5, LVIII
Federal Retirement Thrift Investment Board        5, VI, LXXVI
Federal Service Impasses Panel                    5, XIV
Federal Trade Commission                          5, XLVII; 16, I
Federal Transit Administration                    49, VI
Federal Travel Regulation System                  41, Subtitle F
Financial Crimes Enforcement Network              31, X
Financial Research Office                         12, XVI
Financial Stability Oversight Council             12, XIII
Fine Arts, Commission of                          45, XXI
Fiscal Service                                    31, II
Fish and Wildlife Service, United States          50, I, IV
Food and Drug Administration                      21, I
Food and Nutrition Service                        7, II
Food Safety and Inspection Service                9, III
Foreign Agricultural Service                      7, XV
Foreign Assets Control, Office of                 31, V
Foreign Claims Settlement Commission of the       45, V
     United States
Foreign Service Grievance Board                   22, IX
Foreign Service Impasse Disputes Panel            22, XIV
Foreign Service Labor Relations Board             22, XIV
Foreign-Trade Zones Board                         15, IV
Forest Service                                    36, II
General Services Administration                   5, LVII; 41, 105

[[Page 891]]

  Contract Appeals, Board of                      48, 61
  Federal Acquisition Regulation                  48, 5
  Federal Management Regulation                   41, 102
  Federal Property Management Regulations         41, 101
  Federal Travel Regulation System                41, Subtitle F
  General                                         41, 300
  Payment From a Non-Federal Source for Travel    41, 304
       Expenses
  Payment of Expenses Connected With the Death    41, 303
       of Certain Employees
  Relocation Allowances                           41, 302
  Temporary Duty (TDY) Travel Allowances          41, 301
Geological Survey                                 30, IV
Government Accountability Office                  4, I
Government Ethics, Office of                      5, XVI
Government National Mortgage Association          24, III
Grain Inspection, Packers and Stockyards          7, VIII; 9, II
     Administration
Gulf Coast Ecosystem Restoration Council          2, LIX; 40, VIII
Harry S. Truman Scholarship Foundation            45, XVIII
Health and Human Services, Department of          2, III; 5, XLV; 45, 
                                                  Subtitle A
  Centers for Medicare & Medicaid Services        42, IV
  Child Support Enforcement, Office of            45, III
  Children and Families, Administration for       45, II, III, IV, X, XIII
  Community Services, Office of                   45, X
  Family Assistance, Office of                    45, II
  Federal Acquisition Regulation                  48, 3
  Food and Drug Administration                    21, I
  Indian Health Service                           25, V
  Inspector General (Health Care), Office of      42, V
  Public Health Service                           42, I
  Refugee Resettlement, Office of                 45, IV
Homeland Security, Department of                  2, XXX; 5, XXXVI; 6, I; 8, 
                                                  I
  Coast Guard                                     33, I; 46, I; 49, IV
  Coast Guard (Great Lakes Pilotage)              46, III
  Customs and Border Protection                   19, I
  Federal Emergency Management Agency             44, I
  Human Resources Management and Labor Relations  5, XCVII
       Systems
  Immigration and Customs Enforcement Bureau      19, IV
  Transportation Security Administration          49, XII
HOPE for Homeowners Program, Board of Directors   24, XXIV
     of
Housing and Urban Development, Department of      2, XXIV; 5, LXV; 24, 
                                                  Subtitle B
  Community Planning and Development, Office of   24, V, VI
       Assistant Secretary for
  Equal Opportunity, Office of Assistant          24, I
       Secretary for
  Federal Acquisition Regulation                  48, 24
  Federal Housing Enterprise Oversight, Office    12, XVII
       of
  Government National Mortgage Association        24, III
  Housing--Federal Housing Commissioner, Office   24, II, VIII, X, XX
       of Assistant Secretary for
  Housing, Office of, and Multifamily Housing     24, IV
       Assistance Restructuring, Office of
  Inspector General, Office of                    24, XII
  Public and Indian Housing, Office of Assistant  24, IX
       Secretary for
  Secretary, Office of                            24, Subtitle A, VII
Housing--Federal Housing Commissioner, Office of  24, II, VIII, X, XX
     Assistant Secretary for
Housing, Office of, and Multifamily Housing       24, IV
     Assistance Restructuring, Office of
Immigration and Customs Enforcement Bureau        19, IV
Immigration Review, Executive Office for          8, V
Independent Counsel, Office of                    28, VII
Independent Counsel, Offices of                   28, VI
Indian Affairs, Bureau of                         25, I, V
Indian Affairs, Office of the Assistant           25, VI
   Secretary
[[Page 892]]

Indian Arts and Crafts Board                      25, II
Indian Health Service                             25, V
Industry and Security, Bureau of                  15, VII
Information Resources Management, Office of       7, XXVII
Information Security Oversight Office, National   32, XX
     Archives and Records Administration
Inspector General
  Agriculture Department                          7, XXVI
  Health and Human Services Department            42, V
  Housing and Urban Development Department        24, XII, XV
Institute of Peace, United States                 22, XVII
Inter-American Foundation                         5, LXIII; 22, X
Interior Department                               2, XIV
  American Indians, Office of the Special         25, VII
       Trustee
  Endangered Species Committee                    50, IV
  Federal Acquisition Regulation                  48, 14
  Federal Property Management Regulations System  41, 114
  Fish and Wildlife Service, United States        50, I, IV
  Geological Survey                               30, IV
  Indian Affairs, Bureau of                       25, I, V
  Indian Affairs, Office of the Assistant         25, VI
       Secretary
  Indian Arts and Crafts Board                    25, II
  Land Management, Bureau of                      43, II
  National Indian Gaming Commission               25, III
  National Park Service                           36, I
  Natural Resource Revenue, Office of             30, XII
  Ocean Energy Management, Bureau of              30, V
  Reclamation, Bureau of                          43, I
  Safety and Enforcement Bureau, Bureau of        30, II
  Secretary of the Interior, Office of            2, XIV; 43, Subtitle A
  Surface Mining Reclamation and Enforcement,     30, VII
       Office of
Internal Revenue Service                          26, I
International Boundary and Water Commission,      22, XI
     United States and Mexico, United States 
     Section
International Development, United States Agency   22, II
     for
  Federal Acquisition Regulation                  48, 7
International Development Cooperation Agency,     22, XII
     United States
International Joint Commission, United States     22, IV
     and Canada
International Organizations Employees Loyalty     5, V
     Board
International Trade Administration                15, III; 19, III
International Trade Commission, United States     19, II
Interstate Commerce Commission                    5, XL
Investment Security, Office of                    31, VIII
James Madison Memorial Fellowship Foundation      45, XXIV
Japan-United States Friendship Commission         22, XVI
Joint Board for the Enrollment of Actuaries       20, VIII
Justice Department                                2, XXVIII; 5, XXVIII; 28, 
                                                  I, XI; 40, IV
  Alcohol, Tobacco, Firearms, and Explosives,     27, II
       Bureau of
  Drug Enforcement Administration                 21, II
  Federal Acquisition Regulation                  48, 28
  Federal Claims Collection Standards             31, IX
  Federal Prison Industries, Inc.                 28, III
  Foreign Claims Settlement Commission of the     45, V
       United States
  Immigration Review, Executive Office for        8, V
  Independent Counsel, Offices of                 28, VI
  Prisons, Bureau of                              28, V
  Property Management Regulations                 41, 128
Labor Department                                  2, XXIX; 5, XLII
  Employee Benefits Security Administration       29, XXV
  Employees' Compensation Appeals Board           20, IV
  Employment and Training Administration          20, V
  Employment Standards Administration             20, VI
  Federal Acquisition Regulation                  48, 29
  Federal Contract Compliance Programs, Office    41, 60
     of
[[Page 893]]

  Federal Procurement Regulations System          41, 50
  Labor-Management Standards, Office of           29, II, IV
  Mine Safety and Health Administration           30, I
  Occupational Safety and Health Administration   29, XVII
  Public Contracts                                41, 50
  Secretary of Labor, Office of                   29, Subtitle A
  Veterans' Employment and Training Service,      41, 61; 20, IX
       Office of the Assistant Secretary for
  Wage and Hour Division                          29, V
  Workers' Compensation Programs, Office of       20, I, VII
Labor-Management Standards, Office of             29, II, IV
Land Management, Bureau of                        43, II
Legal Services Corporation                        45, XVI
Library of Congress                               36, VII
  Copyright Royalty Board                         37, III
  U.S. Copyright Office                           37, II
Local Television Loan Guarantee Board             7, XX
Management and Budget, Office of                  5, III, LXXVII; 14, VI; 
                                                  48, 99
Marine Mammal Commission                          50, V
Maritime Administration                           46, II
Merit Systems Protection Board                    5, II, LXIV
Micronesian Status Negotiations, Office for       32, XXVII
Military Compensation and Retirement              5, XCIX
     Modernization Commission
Millennium Challenge Corporation                  22, XIII
Mine Safety and Health Administration             30, I
Minority Business Development Agency              15, XIV
Miscellaneous Agencies                            1, IV
Monetary Offices                                  31, I
Morris K. Udall Scholarship and Excellence in     36, XVI
     National Environmental Policy Foundation
Museum and Library Services, Institute of         2, XXXI
National Aeronautics and Space Administration     2, XVIII; 5, LIX; 14, V
  Federal Acquisition Regulation                  48, 18
National Agricultural Library                     7, XLI
National Agricultural Statistics Service          7, XXXVI
National and Community Service, Corporation for   2, XXII; 45, XII, XXV
National Archives and Records Administration      2, XXVI; 5, LXVI; 36, XII
  Information Security Oversight Office           32, XX
National Capital Planning Commission              1, IV, VI
National Commission for Employment Policy         1, IV
National Commission on Libraries and Information  45, XVII
     Science
National Council on Disability                    5, C; 34, XII
National Counterintelligence Center               32, XVIII
National Credit Union Administration              5, LXXXVI; 12, VII
National Crime Prevention and Privacy Compact     28, IX
     Council
National Drug Control Policy, Office of           2, XXXVI; 21, III
National Endowment for the Arts                   2, XXXII
National Endowment for the Humanities             2, XXXIII
National Foundation on the Arts and the           45, XI
     Humanities
National Geospatial-Intelligence Agency           32, I
National Highway Traffic Safety Administration    23, II, III; 47, VI; 49, V
National Imagery and Mapping Agency               32, I
National Indian Gaming Commission                 25, III
National Institute of Food and Agriculture        7, XXXIV
National Institute of Standards and Technology    15, II; 37, IV
National Intelligence, Office of Director of      5, IV; 32, XVII
National Labor Relations Board                    5, LXI; 29, I
National Marine Fisheries Service                 50, II, IV
National Mediation Board                          29, X
National Oceanic and Atmospheric Administration   15, IX; 50, II, III, IV, 
                                                  VI
National Park Service                             36, I
National Railroad Adjustment Board                29, III
National Railroad Passenger Corporation (AMTRAK)  49, VII
National Science Foundation                       2, XXV; 5, XLIII; 45, VI

[[Page 894]]

  Federal Acquisition Regulation                  48, 25
National Security Council                         32, XXI
National Security Council and Office of Science   47, II
     and Technology Policy
National Telecommunications and Information       15, XXIII; 47, III, IV, V
     Administration
National Transportation Safety Board              49, VIII
Natural Resources Conservation Service            7, VI
Natural Resource Revenue, Office of               30, XII
Navajo and Hopi Indian Relocation, Office of      25, IV
Navy Department                                   32, VI
  Federal Acquisition Regulation                  48, 52
Neighborhood Reinvestment Corporation             24, XXV
Northeast Interstate Low-Level Radioactive Waste  10, XVIII
     Commission
Nuclear Regulatory Commission                     2, XX; 5, XLVIII; 10, I
  Federal Acquisition Regulation                  48, 20
Occupational Safety and Health Administration     29, XVII
Occupational Safety and Health Review Commission  29, XX
Ocean Energy Management, Bureau of                30, V
Oklahoma City National Memorial Trust             36, XV
Operations Office                                 7, XXVIII
Overseas Private Investment Corporation           5, XXXIII; 22, VII
Patent and Trademark Office, United States        37, I
Payment From a Non-Federal Source for Travel      41, 304
     Expenses
Payment of Expenses Connected With the Death of   41, 303
     Certain Employees
Peace Corps                                       2, XXXVII; 22, III
Pennsylvania Avenue Development Corporation       36, IX
Pension Benefit Guaranty Corporation              29, XL
Personnel Management, Office of                   5, I, XXXV; 5, IV; 45, 
                                                  VIII
  Human Resources Management and Labor Relations  5, XCVII
       Systems, Department of Homeland Security
  Federal Acquisition Regulation                  48, 17
  Federal Employees Group Life Insurance Federal  48, 21
       Acquisition Regulation
  Federal Employees Health Benefits Acquisition   48, 16
       Regulation
Pipeline and Hazardous Materials Safety           49, I
     Administration
Postal Regulatory Commission                      5, XLVI; 39, III
Postal Service, United States                     5, LX; 39, I
Postsecondary Education, Office of                34, VI
President's Commission on White House             1, IV
     Fellowships
Presidential Documents                            3
Presidio Trust                                    36, X
Prisons, Bureau of                                28, V
Privacy and Civil Liberties Oversight Board       6, X
Procurement and Property Management, Office of    7, XXXII
Public Contracts, Department of Labor             41, 50
Public and Indian Housing, Office of Assistant    24, IX
     Secretary for
Public Health Service                             42, I
Railroad Retirement Board                         20, II
Reclamation, Bureau of                            43, I
Refugee Resettlement, Office of                   45, IV
Relocation Allowances                             41, 302
Research and Innovative Technology                49, XI
     Administration
Rural Business-Cooperative Service                7, XVIII, XLII
Rural Development Administration                  7, XLII
Rural Housing Service                             7, XVIII, XXXV
Rural Telephone Bank                              7, XVI
Rural Utilities Service                           7, XVII, XVIII, XLII
Safety and Environmental Enforcement, Bureau of   30, II
Saint Lawrence Seaway Development Corporation     33, IV
Science and Technology Policy, Office of          32, XXIV
Science and Technology Policy, Office of, and     47, II
     National Security Council
Secret Service                                    31, IV

[[Page 895]]

Securities and Exchange Commission                5, XXXIV; 17, II
Selective Service System                          32, XVI
Small Business Administration                     2, XXVII; 13, I
Smithsonian Institution                           36, V
Social Security Administration                    2, XXIII; 20, III; 48, 23
Soldiers' and Airmen's Home, United States        5, XI
Special Counsel, Office of                        5, VIII
Special Education and Rehabilitative Services,    34, III
     Office of
State Department                                  2, VI; 22, I; 28, XI
  Federal Acquisition Regulation                  48, 6
Surface Mining Reclamation and Enforcement,       30, VII
     Office of
Surface Transportation Board                      49, X
Susquehanna River Basin Commission                18, VIII
Tennessee Valley Authority                        5, LXIX; 18, XIII
Thrift Supervision Office, Department of the      12, V
     Treasury
Trade Representative, United States, Office of    15, XX
Transportation, Department of                     2, XII; 5, L
  Commercial Space Transportation                 14, III
  Emergency Management and Assistance             44, IV
  Federal Acquisition Regulation                  48, 12
  Federal Aviation Administration                 14, I
  Federal Highway Administration                  23, I, II
  Federal Motor Carrier Safety Administration     49, III
  Federal Railroad Administration                 49, II
  Federal Transit Administration                  49, VI
  Maritime Administration                         46, II
  National Highway Traffic Safety Administration  23, II, III; 47, IV; 49, V
  Pipeline and Hazardous Materials Safety         49, I
       Administration
  Saint Lawrence Seaway Development Corporation   33, IV
  Secretary of Transportation, Office of          14, II; 49, Subtitle A
  Transportation Statistics Bureau                49, XI
Transportation, Office of                         7, XXXIII
Transportation Security Administration            49, XII
Transportation Statistics Bureau                  49, XI
Travel Allowances, Temporary Duty (TDY)           41, 301
Treasury Department                               2, X;5, XXI; 12, XV; 17, 
                                                  IV; 31, IX
  Alcohol and Tobacco Tax and Trade Bureau        27, I
  Community Development Financial Institutions    12, XVIII
       Fund
  Comptroller of the Currency                     12, I
  Customs and Border Protection                   19, I
  Engraving and Printing, Bureau of               31, VI
  Federal Acquisition Regulation                  48, 10
  Federal Claims Collection Standards             31, IX
  Federal Law Enforcement Training Center         31, VII
  Financial Crimes Enforcement Network            31, X
  Fiscal Service                                  31, II
  Foreign Assets Control, Office of               31, V
  Internal Revenue Service                        26, I
  Investment Security, Office of                  31, VIII
  Monetary Offices                                31, I
  Secret Service                                  31, IV
  Secretary of the Treasury, Office of            31, Subtitle A
  Thrift Supervision, Office of                   12, V
Truman, Harry S. Scholarship Foundation           45, XVIII
United States and Canada, International Joint     22, IV
     Commission
United States and Mexico, International Boundary  22, XI
     and Water Commission, United States Section
U.S. Copyright Office                             37, II
Utah Reclamation Mitigation and Conservation      43, III
     Commission
Veterans Affairs Department                       2, VIII; 38, I
  Federal Acquisition Regulation                  48, 8
Veterans' Employment and Training Service,        41, 61; 20, IX
     Office of the Assistant Secretary for
Vice President of the United States, Office of    32, XXVIII
Wage and Hour Division                            29, V
Water Resources Council                           18, VI

[[Page 896]]

Workers' Compensation Programs, Office of         20, I, VII
World Agricultural Outlook Board                  7, XXXVIII

[[Page 897]]



List of CFR Sections Affected



All changes in this volume of the Code of Federal Regulations (CFR) that 
were made by documents published in the Federal Register since January 
1, 2013 are enumerated in the following list. Entries indicate the 
nature of the changes effected. Page numbers refer to Federal Register 
pages. The user should consult the entries for chapters, parts and 
subparts as well as sections for revisions.
For changes to this volume of the CFR prior to this listing, consult the 
annual edition of the monthly List of CFR Sections Affected (LSA). The 
LSA is available at www.fdsys.gov. For changes to this volume of the CFR 
prior to 2001, see the ``List of CFR Sections Affected, 1949-1963, 1964-
1972, 1973-1985, and 1986-2000'' published in 11 separate volumes. The 
``List of CFR Sections Affected 1986-2000'' is available at 
www.fdsys.gov.

                                  2013

17 CFR
                                                                   78 FR
                                                                    Page
Chapter II
200  Authority citation amended....................................44769
200.1--200.30-18 (Subpart A)  Authority citation amended............4766
    Authority citation revised.....................................67632
200.19c  Revised...................................................67632
200.19d  Added.....................................................67632
200.30-1  (c) revised..............................................44769
200.30-3  (a)(77), (78) and (79) removed...........................42865
200.30-3a  Added...................................................67632
200.30-4  (a)(17) added............................................46499
200.30-18  (j)(7) and (8) added....................................67632
201.1001  Table 1 amended..........................................14181
201.1002  Table II amended.........................................14181
201.1003  Table III amended........................................14181
201.1004  Table IV amended.........................................14181
201.1005  Added; Table V added.....................................14181
230  Authority citation revised.............................44769, 44804
230.144A  Preliminary Note 7, (a)(1)(i)(A), (b), (c) and (d)(1) 
        amended....................................................44804
230.145  Preliminary Note amended; Notes 1 and 2 removed; 
        introductory text revised..................................44769
230.147  (b)(2) amended............................................44770
230.152  Amended...................................................44770
230.155  Preliminary Note heading removed; Preliminary Note 
        redesignated as introductory text; new introductory text 
        and (a) amended............................................44770
230.240  (c) amended; interim.......................................7659
230.500  (c) amended...............................................44804
230.501  (g) and (h) redesignated as (h) and (i); new (g) added; 
        Notes 1, 2 and 3 redesignated as Notes 1, 2 and 3 to 
        230.501....................................................44770
    (a)(1) and (g) amended.........................................44804
230.502  (b)(1), (2)(iv), (v), (vii), (c) and (d) introductory 
        text amended...............................................44804
230.506  Note following (b)(2)(i) redesignated as Note to 
        paragraph (b)(2)(i); (d) and (e) added.....................44770
    (a), (b) heading and (2)(i) note amended; (c) added............44804
230.602  (c)(3) revised............................................79299
232.301  Revised...............................4768, 29617, 46257, 60685
239.63  Form ID amended.............................................4768
239.500  Form D amended.....................................44771, 44805

                                  2014

17 CFR
                                                                   79 FR
                                                                    Page
Chapter II
200.21  (a) amended.................................................1735

[[Page 898]]

200.21a  (a), (b)(1) and (2) amended; (b)(7) removed; (b)(8) 
        redesignated as (b)(7)......................................1735
200.30-13  (c) added...............................................59105
200.735-15  (b) removed; (c) through (f) redesignated as (b) 
        through (e); new (b) and (c) amended........................1735
211  Staff accounting bulletin.....................................69373
229.512  (a)(1)(iii)(B) and (C) amended; (a)(5)(iii) and (7) 
        added; (l) removed.........................................57311
229.601  (a) table revised; (b)(36) and (102) through (106) added 
                                                                   57311
    (a) table corrected............................................58674
229.1100  (c) heading, introductory text and (f) revised...........57313
229.1101  (c)(3)(ii)(A) and (B) amended; (m) added.................57313
229.1102  (a) amended..............................................57313
229.1103  (a)(2) instruction added.................................57313
229.1104  (e)(1) amended; (f) and (g) added........................57313
229.1105  Introductory text and (a)(3)(ii) instruction added; 
        (a)(3)(ii) and (c) revised; (a)(3)(iv) added...............57314
229.1108  (a)(3) amended; (c)(6) removed; (c)(7) and (8) 
        redesignated as new (c)(6) and (7); (e) added..............57314
229.1109  Heading revised; introductory text and (a) through (f) 
        redesignated as (a) introductory text and (1) through (6); 
        new (a) introductory text heading and new (b) added........57314
229.1110  (a) amended; (b)(3) and (c) added........................57314
229.1111  (e) revised; (h) added...................................57315
229.1112  Amended..................................................57315
229.1113  (a)(7)(i) added..........................................57315
229.1114  Amended..................................................57315
229.1119  (a)(7) added.............................................57315
229.1121  (a)(9) amended; (d) and (e) added........................57315
229.1122  (c)(1) revised; (c)(2) redesignated as (c)(3); new 
        (c)(2) and (d)(1)(v) added; instructions amended...........57316
229.1124  Added....................................................57316
229.1125  Added; Appendix added....................................57316
    Appendix corrected.............................................58674
230.139a  Amended..................................................57328
230.167  (a) amended...............................................57328
230.190  (b)(1) revised; (b)(6) amended; (b)(7) removed; (d) added
                                                                   57328
230.193  Amended...................................................57329
230.240  (c) amended................................................7576
230.401  (g)(1) amended; (g)(4) added..............................57329
230.405  Amended...................................................57329
230.415  (a)(1)(vii) and (ix) revised; (a)(1)(xii) added...........57329
230.419  (b)(2)(iv)(B) amended.....................................47957
230.424  (b)(2) and (8) amended; (h) added.........................57329
230.430B  (a) amended..............................................57329
230.430C  (a) amended..............................................57329
230.430D  Added....................................................57329
230.433  (b)(1)(i) and (c)(1)(i) amended; (d)(6)(iii) removed......57331
230.456  (c) added.................................................57331
230.457  (s) and (t) added.........................................57331
230.482  (b)(3)(i) amended; (b)(4) revised.........................47957
232.11  Amended....................................................57332
232.101  (a)(1)(xiv) added.........................................55261
    (a)(1)(xii) and (3) note amended; (a)(1)(xiv) added............57332
    (a)(1)(xiv) designation corrected to (a)(1)(xv)................66607
232.201  (a) introductory text revised; (b) Note 1 amended; (d) 
        added......................................................57332
232.202  (a) introductory text amended.............................57332
232.301  Revised..............................13217, 35281, 64312, 76879
232.305  (b) revised...............................................57332
239  Authority citation revised.....................................1329
239.11  Revised; Form S-1 amended..................................57332
239.13  (a)(4) removed; (a)(5) through (8) redesignated as new 
        (a)(4) through (7); (b)(5) revised; (e) introductory text 
        amended....................................................57332
    Form S-3 amended...............................................57333
239.14  Form N-2 amended............................................1330
239.15A  Form N-1A amended..........................................1329
    Form N-1A amended..............................................47968
239.17a  Form N-3 amended...........................................1330
239.44  Added; Form SF-1 added.....................................57333
239.45  Added......................................................57337
    Form SF-3 added................................................57338

[[Page 899]]

                                  2015

17 CFR
                                                                   80 FR
                                                                    Page
Chapter II
200  Authority citation revised....................................21894
200.1--200.30-18 (Subpart A)  Authority citation correctly revised
                                                                   31836
200.30-1  (b)(2) and (3) revised; (b)(4) added.....................21894
    (d) through (k) redesignated as (e) through (l); new (d) 
added; eff. 5-16-16................................................71535
200.80--200.83 (Subpart D)  Authority citation revised.............41435
200.80  (d)(5)(i), (6)(i), (ii) and (e) introductory text revised; 
        (e)(1) amended.............................................41435
200.80e  Introductory text added; amended..........................41435
200.800  (b) table amended..........................................6902
227  Added.........................................................71536
    Revised; eff. 5-16-16..........................................71537
    Regulation at 80 FR 71536 eff. date corrected to 1-29-16.......79473
229  Authority citation revised....................................50184
229.402  (l) amended; (u) added....................................50184
229.1100  (f) amended...............................................6652
230  Authority citation revised....................................21894
230.157  (a) revised...............................................21894
230.151  Revised...................................................21895
230.152  Revised...................................................21895
230.153  Revised...................................................21895
230.154  Revised...................................................21895
230.155  Revised...................................................21895
230.156  Revised...................................................21895
230.157  Revised...................................................21895
230.158  Revised...................................................21895
230.159  Revised...................................................21895
230.160  Revised...................................................21895
230.161  Revised...................................................21895
230.162  Revised...................................................21895
230.163  Revised...................................................21895
230.190  (b)(5) amended.............................................6652
230.505  (b)(2)(iii)(A) and (B) revised............................21902
231  Interpretive releases.........................................37536
232  Authority citation revised....................................21902
232.11  Amended; eff. 5-18-15......................................14549
232.101  (a)(1)(xv) and (xvi) amended; (a)(1)(xvii) and (d) added; 
        (c) introductory text revised; eff. 5-18-15................14549
    (a)(1)(vii), (xv), (xvi) and (c)(6) revised; (a)(1)(xvii) 
added; (b)(8) removed..............................................21902
    (a)(1)(xvi) and (xvii) correctly revised; (a)(1)(xviii) 
correctly added....................................................37537
    (a)(1)(xvii) and (xviii) amended; (a)(1)(xix) and (xx) added; 
eff. 5-16-16.......................................................71550
232.201  (a) introductory text amended..............................6652
232.301  Revised.......................21650, 29943, 36914, 51124, 59580
232.305  (b) revised; eff. 5-18-15.................................14549
232.407  Added; eff. 5-18-15.......................................14549
239  Authority citation revised....................................21902
239.63  Form ID amended............................................71611
239.90  Form 1-A revised...........................................21902
    Form 1-A corrected.............................................35207
239.91  Revised; Form 1-K added....................................21915
239.92  Added; Form 1-SA added.....................................21917
239.93  Added; Form 1-U added......................................21918
239.94  Added; Form 1-Z added......................................21922
239.900  Added; eff. 5-16-16.......................................71550

                                  2016

17 CFR
                                                                   81 FR
                                                                    Page
Chapter II
200.24  Amended; CFR correction....................................12821
200.30-1  (a)(7) and (c) amended...................................83550
200.800  (b) table amended (OMB numbers); eff. 6-1-18..............82009
201.141  (a)(2)(iv), (v) and (3) revised...........................50233
201.154  Introductory text added; (b) amended......................50234
201.161  (c)(2)(iii) revised.......................................50234
201.180  (a)(1) introductory text, (i), (2) and (c) introductory 
        text revised...............................................50234
201.220  Revised...................................................50234
201.221  (c) revised...............................................50234
201.222  Heading and (b) revised...................................50235
201.230  (a)(1)(vi), (b)(1)(iii) and (c) amended; (b) heading 
        revised; (b)(1)(iv) and (2) redesignated as (b)(1)(v) and 
        (3); new (b)(1)(iv) and (2) added..........................50235
201.232  (a) introductory text and (c) through (f) revised.........50235
201.233  Revised...................................................50236
201.234  (a) and (c) revised.......................................50238
201.235  Heading, (a) introductory text, (2), (4) and (5) revised; 
        (b) added..................................................50238
201.250  Revised...................................................50239
201.320  Revised...................................................50239

[[Page 900]]

201.360  Heading, (a)(2), (3), (b) introductory text and (c) 
        revised....................................................50239
201.410  (b) revised; (c) redesignated as (d); new (c) added.......50240
201.411  (c) amended; (d) revised..................................50240
201.420  (a) revised; (c) amended..................................50240
201.440  (b) revised...............................................50241
201.450  (b), (c) and (d) revised..................................50241
201.900  Revised...................................................50241
201.1001 (Subpart E)  Revised; interim.............................43045
210.6-01  Undesignated center heading and section revised..........82010
210.6-02  (e) added; eff. 11-19-18.................................82137
210.6-03  Revised..................................................82010
    (m) added; eff. 11-19-18.......................................82137
210.6-04  Revised..................................................82011
210.6-05  Revised..................................................82012
210.6-07  Revised..................................................82012
210.6-10  Revised..................................................82013
210.12-12  Revised.................................................82014
210.12-12A  Revised................................................82015
210.12-12B  Revised................................................82015
210.12-12C  Removed................................................82016
210.12-13  Revised.................................................82016
210.12-13A  Added..................................................82017
210.12-13B  Added..................................................82017
210.12-13C  Added..................................................82017
210.12-13D  Added..................................................82018
210.12-14  Revised.................................................82018
229  Authority citation revised.....................................2747
229.512  (a)(1)(iii)(B) revised; interim............................2747
229.1100  (a) amended..............................................40512
229.1104  (e)(2) amended...........................................40512
229.1105  (a)(3)(ii) amended.......................................40512
229.1115  Amended..................................................40512
229.1125  Appendix amended.........................................40512
230.147  Revised; eff. 4-20-17.....................................83550
230.147A  Added; eff. 4-20-17......................................83551
230.405  Amended............................................28705, 40512
230.456  (c)(3) amended............................................40512
230.501  (e) introductory text amended; eff. 5-22-17...............83553
230.502  (b)(1), (2)(iv), (v) and (vii) amended; eff. 5-22-17......83553
230.503  (a)(1) amended; eff. 5-22-17..............................83553
230.504  Heading and (b)(2) revised; (b)(3) added..................83553
230.505  Removed; eff. 5-22-17.....................................83553
230.507  Heading and (a) amended; eff. 5-22-17.....................83553
230.508  (a) introductory text, (2), (3) and (b) amended; eff. 5-
        22-17......................................................83553
232.105  (a) removed; eff. 6-1-18..................................82019
232.301  Revised.......................................................5
232.301  Revised.....................................31502, 43048, 67119
    Amended; eff. 6-1-18...........................................82019
232.401  (d)(2)(iii) amended; eff. 8-1-19..........................82019
239  Authority citation revised.....................................2748
239.11  Form S-1 amended............................................2748
239.14  Form N-2 amended; eff. in part 8-1-19......................82022
239.15A  Form N-1A amended; eff. in part 8-1-19....................82021
239.17a  Form N-3 amended; eff. in part 8-1-19.....................82022
239.17b  Form N-4 amended..........................................82023
239.17c  Form N-6 amended..........................................82023
239.23  Form N-14 amended..........................................82019
239.31  Form F-1 amended............................................2748
239.45  Form SF-3 amended..........................................40512
239.500  Heading, (a)(1) and Form D amended; eff. 5-22-17..........83553

                                  2017

17 CFR
                                                                   82 FR
                                                                    Page
Chapter II
201.1001  Revised...................................................5371
210  Authority citation revised....................................17551
210.2-02  (f)(1) revised...........................................17551
210.3-02  (a) revised..............................................17551
211 (Subpart B)  Table amended.....................................41146
227  Authority citation revised (temporary); interim...............45725
227.100  (a)(1), (2)(i) and (ii) amended...........................17552
227.201  (t)(1), (2) and (3) amended...............................17552
227.202  (c) amended (temporary); interim..........................45725
229  Authority citation revised....................................17552
    Interpretation.................................................44917
    Compliance notification........................................58731
229.301  (d) added.................................................17552
229.303  Amended...................................................17552
229.308  (b) revised...............................................17552
229.402  (l) and (t)(1) introductory text revised..................17552
229.1011  Amended..................................................17553
229.601  (a)(2) revised; eff. 9-1-17...............................14141
230.146  (b)(1) and (2) revised....................................50069
230.240  Revised; interim..........................................10707
230.257  (f) added (temporary); interim............................45725
230.405  Amended...................................................17553
230.504  (b)(2) correctly revised..................................12067

[[Page 901]]

231  Table amended..........................................41148, 41150
232.11  Amended; eff. 9-1-17.......................................14142
232.102  (a) and (d) revised; eff. 9-1-17..........................14142
232  Compliance notification.......................................58731
232.105  Heading, (b) and (c) revised; (d) added; eff. 9-1-17......14142
232.301  Revised.........................7647, 9681, 15994, 35064, 45435
    Regulation at 80 FR 82019 withdrawn............................45435
    Amended; eff. 6-1-18...........................................45436
232.401  Regulation at 81 FR 82019 eff. date delayed to 5-1-20.....58731
239  Authority citation revised....................................17553
    Compliance notification........................................58731
239.11  Form S-1 amended...........................................17553
239.13  Form S-3 amended...........................................17553
239.14  Regulation at 81 FR 82022 eff. date delayed to 5-1-20......58731
239.15A  Regulation at 81 FR 82021 eff. date delayed to 5-1-20.....58731
239.16b  Form S-8 amended..........................................17554
239.17a  Regulation at 81 FR 82022 eff. date delayed to 5-1-20.....58731
239.18  Form S-11 amended..........................................17554
239.25  Form S-4 amended...........................................17554
239.31  Form F-1 amended...........................................17554
239.33  Form F-3 amended...........................................17554
239.34  Form F-4 amended...........................................17555
239.40  Form F-10 amended; eff. 9-1-17.............................14143
239.900  Form C amended............................................17555

                                  2018

   (Regulations published from January 1, 2018, through April 1, 2018)

17 CFR
                                                                   83 FR
                                                                    Page
Chapter II
211 (Subpart B)  Table amended......................................1295
211  Authority citation added.......................................1295
229  Interpretation.................................................8166
230.135d  Added.....................................................2056
232.301  Revised.............................................2370, 11638


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