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The communication must also include any statement or legend required by
any state law or administrative authority.
A communication concerning the securities of a registered investment
company may also include any one or more of the following items of
information: Offers, descriptions and explanations of any products and
services not constituting securities subject to registration under the
Securities Act of 1933, and descriptions of corporations 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 and that all direct references in such communications
to a security issued by a registered investment company contain only the
statements required or permitted to be included therein by the other
provisions of this rule, and that all such direct references be placed
in a separate and enclosed area in the communication.
With respect to any class of debt securities, any class of convertible
debt securities or any class of preferred stock, the security rating or
ratings assigned to the class of securities by any nationally recognized
statistical rating organization and the name or names of the nationally
recognized statistical rating organization(s) which assigned such
rating(s), and with respect to any class of debt securities, any class
of convertible debt securities or any class of preferred stock
registered on Form F-9, the security rating or ratings assigned to the
class of securities by any other rating organization specified in the
Instruction to paragraph (a)(2) of General Instruction I of Form F-9 and
the name or names of the rating organization or organizations which
assigned such rating(s).
Except as provided in other sections of the 1933 Act, every
communication used pursuant to rule 134 shall contain the following:
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.
This (communication) shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale 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.
A statement whether the security is being offered in connection with a
distribution by the issuer or by a security holder, or both, and whether
the issue represents new financing or refunding or both; and
The name and address of a person or persons from whom a written
prospectus meeting the requirements of Section 10 of the Act may be
obtained.
Any of the statements or information specified in Section 10 of rule 134
may, but need not, be contained in a communication, which does no more
than state from whom a written prospectus meeting the requirements of
Section 10 of the Act may be obtained, identify the security, state the
price thereof and state by whom orders will be executed; or which is
accompanied or preceded by a prospectus or a summary prospectus which
meet the requirements of Section 10 of the Act at the date of such
preliminary communication.
A communication sent or delivered to any person pursuant to rule 134
which is accompanied or preceded by a prospectus which meets the
requirements of Section 10 of the Act 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, upon an enclosed or
attached coupon or card, or in some other manner, whether he 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 prior to
notice of its acceptance given after the effective date. An indication
of interest in response to this advertisement will involve no obligation
or commitment of any kind.
The preceding statement need not be included in such a communication to
a dealer if the communication refers to a prior communication to the
dealer, with respect to the same security, in which the statement was
included.
Sorry it was so long
Seth |
