(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. 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. 80a37)) [49 FR 35345, Sept. 7, 1984] REGULATION F-EXEMPTION FOR AsSESSMENTS ON ASSESSABLE STOCK AND FOR ASSESSABLE STOCK OFFERED OR SOLD TO REALIZE AMOUNT OF ASSESSMENT THEREON AUTHORITY: Sections 230.651 to 230.656 issued under sec. 19, 48 Stat. 85, as amended; 15 U.S.C. 77s. SOURCE: Sections 230.651 to 230.656 appear at 24 FR 6386, Aug. 8, 1959, unless otherwise noted. § 230.651 Scope of exemption. (a) The following shall be exempt from registration under the Act, subject to the terms and conditions of §§ 230.651 to 230.656: (1) Assessments on assessable stock of any corporation incorporated under the laws of, and having its principal business operations in, any State or Territory of the United States, or the District of Columbia; (2) Assessable stock of any such corporation offered or sold at public auction or otherwise for the purpose of realizing the amount of an assessment levied thereon, or reoffered to the public by an underwriter or dealer. (b) The amount of the following shall not exceed $300,000 in any period of one year commencing on or after July 1, 1959. (1) The aggregate amount of all assessments levied on assessable stock of the issuer; (2) The aggregate offering price of all securities of the issuer offered under §§ 230.651 to 230.656 or any other rule or regulation adopted pursuant to section 3(b) of the Act; and (3) The aggregate sale price of all securities of the issuer sold in violation of section 5(a) of the Act. (c) Notwithstanding the foregoing, no exemption under §§ 230.651 to 230.656 shall be available to an issuer so long as the issuer is subject to a suspension order issued pursuant to § 230.656, or any similar order issued pursuant to any other rule or regulation under the Act, unless 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. § 230.652 Filing of notification. At least 10 days (Saturdays, Sundays, and holidays excluded) prior to the date of which the initial offering of any securities is to be made under §§ 230.651 to 230.656, there shall be filed with the Regional Office of the Commission for the region in which the issuer conducts its principal business operations four copies of a notification on Form 1-F containing the information specified in that form. At the time of filing the notification, the applicant shall pay to the Commission a fee of $100, no part of which shall be refunded. The Commission may, in its discretion authorize the commencement of the offering prior to the expiration of such 10-day period upon a written request for such authorization. [37 FR 1471, Jan. 29, 1972] § 230.653 Information to be given stockholders and others. Every notice or advertisement of the assessment or of any delinquent assessment sale which is sent to holders of the issuer's assessable stock or otherwise published shall include or be accompanied by a reasonably detailed statement of the purposes for which the proceeds from the assessment and from any delinquent assessment sales are to be used. § 230.654 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 or any of its affiliates or by any underwriter, for use in connection with the offering of any securities under §§ 230.651 to 230.656 shall be filed, with the Office of the Commission with which the notification is filed, at least ten 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 notice or advertisement 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. § 230.655 Prohibition of certain statements. No written or oral communication used in connection with any offering under §§ 230.651 to 230.656 shall contain any language stating or implying that the Commission has in any way passed upon the merits of, or given approval to, any securities of the issuer, has determined that the assessment or proposed assessment is necessary or desirable or that the offering is exempt from registration, or has made any finding that the statements contained in such communication are accurate or complete. § 230.656 Suspension of exemption. (a) The Commission may, at any time after the filing of a notification, issue an order temporarily suspending the exemption if it has reason to believe that: (1) No exemption is available under §§ 230.651 to 230.656 for the securities proposed or purported to be offered hereunder, or any of the terms or conditions of §§ 230.651 to 230.656 have not been complied with; (2) Any written communication or radio or television broadcast used or proposed to be used in connection with the offering 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) The issuer or any promoter, director or officer thereof has failed to cooperate, or has obstructed or refused to permit the making of any investigation by the Commission in connection with any offering made or proposed to be made hereunder. (b) Upon the issuance of an order under paragraph (a) of this section, the Commission will promptly give notice to the issuer (1) that such order has been issued, together with a brief statement of the reasons for the issuance of the order, and (2) that the Commission, upon receipt of a written request within 30 days after the issuance of such order, will within 20 days after the receipt of such request, set hearing, issue an order permanently suspending the exemption for any reason upon which it could have issued 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 issuer by personal service, registered or certified mail or confirmed telegraphic notice at the address of the issuer given in the notification. [24 FR 6386, Aug. 8, 1959, as amended at 29 FR 16982, Dec. 11, 1964] PART 231-INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER Letter of General Counsel discussing factors to be 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 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 of an exemption from registration for collateral trust notes. Letter of General Counsel discussing distribution by statistical service of bulletins and circulars describing securities for which registration statements have been filed. Letter of General Counsel discussing the 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. INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued Statement by Commission relating to section 3(a)(10).... Opinion of Director of the Trading and Exchange 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 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 acceleration of the effective date of a registration statement in cases where an inadequate "red herring" prospectus has been issued. 3061 INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued 23 FR 498. 23 FR 840. Statement of the Commission regarding public 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 of the Federal securities laws to real estate investment trusts. Statement of the Commission concerning interpretation of section 39(a)(3) of the Securities Act of 1933. Statement of the Commission concerning exemption for local offerings from Statement of the Commission concerning standards of conduct for registered Statement of the Commission cautioning broker-dealers about violating the Statement of the Commission showing circumstances in 7 cases where profits Statement of the Commission explaining the operation of section 5 of the Summary and interpretation by the Commission of amendments to the Statement of the Commission re the registration of securities purchased Statement of the Commission to clarify the meaning of "beneficial ownership of securities" as relates to beneficial ownership of securities held by family members. 4817 Dec. 7, 1965 30 FR 15420. |