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

Definitions of terms used in the rules and regulations.

Business hours of the Commission.

Payment of filing fees.

Inspection of registration statements.

Non-disclosure of information obtained in the course of examinations and investigations.

Definition of “rules and regulations” as used in certain sections of the Act.

Definition of security issued under governmental obligations.

Definition of “common trust fund” as used in section 3(a)(2) of the Act.

Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”.

Communications not deemed a prospectus.

Options material not deemed a prospectus.

Statements of additional information.

Notice of proposed registered offerings.

Generic advertising.

Materials not deemed an offer to sell or offer to buy nor a prospectus.

Notice of certain proposed unregistered offerings.

Communications involving security-based swaps.

Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore.

Definition of certain terms in relation to assessable stock.

Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities.

Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.

Publications or distributions of research reports by brokers or dealers distributing securities.

Publications by brokers or dealers distributing asset-backed securities.

Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities.

Definition of “distribution” in section 2(11) for certain transactions.

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.

Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.

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.

Persons deemed not to be engaged in a distribution and therefore not underwriters.

Private resales of securities to institutions.

Reclassification of securities, mergers, consolidations and acquisitions of assets.

Business combinations with reporting shell companies.

Rules under section 18 of the Act.

Intrastate offers and sales.

Intrastate sales exemption.

Exemption from general solicitation or general advertising.

Definition of “exchanged” in section 3(a)(9), for certain transactions.

Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions.

Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8).

Integration.

Offer or sale of certain fractional interests.

Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions.

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.

Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options.

Delivery of prospectuses to investors at the same address.

[Reserved]

Investment company and registered non-variable annuity sales literature.

Small entities under the Securities Act for purposes of the Regulatory Flexibility Act.

Definitions of certain terms in the last paragraph of section 11(a).

Information available to purchaser at time of contract of sale.

Certain definitions for purposes of section 12(a)(2) of the Act.

Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act.

Amendments to rules and regulations governing exemptions.

Submission of tenders in registered exchange offers.

Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers.

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.

Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors.

Post-filing free writing prospectuses in connection with certain registered offerings.

Offers made in connection with a business combination transaction.

Exemption from section 5(c) for certain communications in connection with business combination transactions.

Communications in connection with certain registered offerings of asset-backed securities.

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.

Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information.

Prohibition of use of certain financial statements.

Disclosure detrimental to the national defense or foreign policy.

Delivery of prospectuses.

Notice of registration.

Delivery of prospectus by dealers; exemptions under section 4(3) of the Act.

Liability for certain statements by issuers.

Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act.

Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.

Registration of underlying securities in asset-backed securities transactions.

Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities.

Conflicts of interest relating to certain securitizations.

Review of underlying assets in asset-backed securities transactions.

Definitions of the terms “swap” and “security-based swap” as used in the Act.

Accredited investor.

Exemption of shares offered in connection with certain transactions.

Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.

Exemption for standardized options.

Exemption for offers and sales of certain security-based swaps.

Exemption for certain security-based swaps.

Solicitations of interest.

Scope of exemption.

Offering statement.

Offering circular.

Preliminary offering circular.

Solicitations of interest and other communications.

Definition of “qualified purchaser”.

Periodic and current reporting; exit report.

Suspension of the exemption.

Withdrawal or abandonment of offering statements.

Insignificant deviations from a term, condition or requirement of Regulation A.

Definitions.

Disqualification provisions.

Consent to service of process.

§§ 230.300-230.346 [Reserved]

Application of §§ 230.400 to 230.494, inclusive.

Requirements as to proper form.

Requirements as to proper form.

Number of copies; binding; signatures.

Requirements as to paper, printing, language and pagination.

Preparation of registration statement.

Definitions of terms.

Confidential treatment of information filed with the Commission.

Additional information.

Information unknown or not reasonably available.

Disclaimer of control.

Incorporation by reference.

Modified or superseded documents.

Registration of additional securities and additional classes of securities.

Registration by certain successor issuers.

Delayed or continuous offering and sale of securities.

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.

Date of financial statements.

Supplemental information.

Offerings by blank check companies.

Legibility of prospectus.

Presentation of information in prospectuses.

Date of prospectuses.

Filing of prospectuses, number of copies.

Filing of certain prospectuses and communications under § 230.135 in connection with business combination transactions.

Filing of certain prospectuses under § 230.167 in connection with certain offerings of asset-backed securities.

Contents of prospectus used after nine months.

Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.

Prospectus relating to several registration statements.

Prospectus for use prior to effective date.

Prospectus in a registration statement at the time of effectiveness.

Prospectus in a registration statement after effective date.

Prospectus in a registration statement pertaining to an offering other than pursuant to Rule 430A or Rule 430B after the effective date.

Prospectus in a registration statement after effective date for asset-backed securities offerings.

Summary prospectuses.

Additional information required to be included in prospectuses relating to tender offers.

Conditions to permissible post-filing free writing prospectuses.

Consents required in special cases.

Application to dispense with consent.

Written consents.

Consents of persons about to become directors.

Consent to use of material incorporated by reference.

§§ 230.445-230.447 [Reserved]

Place of filing.

Date of filing; timing of fee payment.

Computation of fee.

Calculation of effective date.

Distribution of preliminary prospectus.

Acceleration of effective date.

Immediate effectiveness of certain registration statements and post-effective amendments.

Report of offering of securities and use of proceeds therefrom.

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.

Effective date of certain registration statements on Form F-6.

Effectiveness of registration statements and post-effective amendments thereto made on Forms F-7, F-8, F-10 and F-80.

Formal requirements for amendments.

Signatures to amendments.

Filing of amendments; number of copies.

Delaying amendments.

Date of filing of amendments.

Amendment filed with consent of Commission.

Certain pre-effective amendments deemed filed with the consent of the Commission.

Amendment filed pursuant to order of Commission.

Withdrawal of registration statement or amendment.

Powers to amend or withdraw registration statement.

Procedure with respect to abandoned registration statements and post-effective amendments.

Title of securities.

Information required in prospectuses.

Advertising by an investment company as satisfying requirements of section 10.

Exhibits for certain registration statements.

Undertaking required in certain registration statements.

Effective date of post-effective amendments filed by certain registered investment companies or issuers offering registered non-variable annuities.

Effective date of post-effective amendments and registration statements filed by certain closed-end management investment companies.

Effectiveness of registration statements filed by certain unit investment trusts.

Effective date of registration statements relating to securities to be issued in certain business combination transactions.

Filing of form by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries.

Information to be furnished under paragraph (3) of Schedule B.

Information to be furnished under paragraph (6) of Schedule B.

Omissions from prospectuses.

Additional Schedule B disclosure and filing requirements.

Newspaper prospectuses.

Preparation of registration statement.

Contents of prospectus and statement of additional information used after nine months.

Filing of investment company or registered non-variable annuity prospectuses—number of copies.

Summary Prospectuses for open-end management investment companies.

Summary prospectuses for separate accounts offering variable annuity and variable life insurance contracts and for offering registered non-variable annuity contracts.

Use of Regulation D.

Definitions and terms used in Regulation D.

General conditions to be met.

Filing of notice of sales.

Exemption for limited offerings and sales of securities not exceeding $10,000,000.

[Reserved]

Exemption for limited offers and sales without regard to dollar amount of offering.

Disqualifying provision relating to exemptions under §§ 230.504 and 230.506.

Insignificant deviations from a term, condition or requirement of Regulation D.

Definitions of terms used in §§ 230.601 to 230.610a.

Securities exempted.

Amount of securities exempted.

Filing of notification on Form 1-E.

Filing and use of the offering circular.

Offering not in excess of $100,000.

Sales material to be filed.

Prohibition of certain statements.

Reports of sales hereunder.

Suspension of exemption.

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]

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]

Definitions for §§ 230.800, 230.801 and 230.802.

Exemption in connection with a rights offering.

Exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers.

General statement.

Definitions.

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.

Offshore resales.

Resale limitations.

Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations Code.