Series 79: Communications That Are Not Considered Offers To Sell (Rules 135 And 135a)

Communications That Are Not Considered Offers to Sell (Rules 135 and 135a)

According to Rule 135, if the issuer publishes a noticed of a proposed offering during the pre-filing or cooling-off period, the notice will not be considered an offer to sell the securities if (1) it includes a legend stating that it is not an offer to sell, and (2) it is limited to basic information about the offering (e.g., name of issuer, amount, anticipated timing/type/purpose of offering, and information to correct published inaccuracies about the offering).

Note that if the issuer uses this exemption to correct published inaccuracies about the proposed offering, the issuer must take care that the correction includes no more information than is necessary to address the published inaccuracy.

Rule 135a provides that generic advertising of investment companies, such as mutual fu