PROPOSED RULEMAKING

SECURITIES COMMISSION

[64 PA. CODE CHS. 202, 203, 205, 206,
301--305, 404, 602 AND 603]

Registration of Securities; Investment Adviser Representatives; and Administration

[30 Pa.B. 2237]

Statutory Authority

   The Securities Commission (Commission), under the authority contained in sections 202(g), 203(j), (q) and (r), 205(b), 206(b), 301(b), 302(f), 303(a)--(e), 304(a), (b) and (e), 305(a) and (f), 404(a), 602(f), 603(c) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P. S. §§ 1-202(g), 1-203(j), (q) and (r), 1-205(b), 1-206(b), 1-301(b), 1-302(f), 1-303(a)--(e), 1-304(a), (b) and (e), 1-305(a) and (f), 1-404(a), 1-602(f), 1-603(c) and 1-609(a)) (act) proposes to amend and adopt regulations concerning the subject matter of the act to read as set forth in Annex A and further described under the Summary and Purposes of Proposed Amendments.

Summary and Purpose of Proposed Amendments

   § 202.070. Proposed changes would clarify when the exemption would be available to certain nonemployes included in compensatory plans or compensatory contracts.

   § 203.101. Proposed changes would allow attorneys to give a clear legal opinion on the availability of the exemption.

   § 203.171. Proposed changes would allow attorneys to give a clear legal opinion on the availability of the exemption.

   § 203.185. Proposed changes would allow attorneys to give a clear legal opinion on the availability of the exemption.

   § 203.186. Proposed changes would allow attorneys to give a clear legal opinion on the availability of the exemption.

   § 203.192. Proposed new regulation would create a registration exemption for certain rights offerings and exchange offers made by foreign private companies to Commonwealth residents that are exempt from registration with the United States Securities and Exchange Commission (SEC).

   § 205.021. Proposed changes would replace Form 205 with Form R and eliminate the requirement to file Form R for all issuers applying for registration under section 205 except those relying on SEC Regulation A.

   § 206.010. Proposed changes would replace Form 206 with Form R and restrict the requirement to file Form R to issuers making an offering under sections 3(a)(4) or (11) of the Securities Act of 1933 or Rule 504 of SEC Regulation D or SEC Regulation A.

   § 301.021. This regulation would be deleted as its provisions have been superseded by a new Web-based electronic transfer program.

   § 302.063. Proposed changes would codify a No Action Letter issued by the Commission in 1999 concerning third party brokerage activities occurring in a limited purpose bank branch office.

   § 303.012. Proposed changes anticipate electronic filing through a centralized depository system and eliminate the requirement for investment adviser applicants that do not have custody, possession or discretion over clients' funds or securities to file a statement of financial condition.

   § 303.014. Proposed changes utilize the new terminology of ''investment adviser representative'' and anticipate electronic filing through a centralized depository system.

   § 303.015. This new regulation is proposed to implement the notice filing requirement imposed on Federally covered advisers by Act 109 of 1998.

   § 303.021. Proposed changes would accord the same treatment to notice filings by Federally covered advisers for successor firms as is accorded to registered investment advisers.

   § 303.032. Proposed changes delete the experience requirement for agents and investment adviser representatives, adopt new uniform examinations for investment advisers and investment adviser representatives, uniform grandfathering provisions and uniform waivers of the examination. These are based on a uniform model adopted by the North American Securities Administrators Association (NASAA).

   § 303.042. Proposed changes reduce net worth requirements for investment advisers and eliminates the current net worth requirement for investment advisers that do not have custody, possession or discretion over clients' funds or securities. These changes are based on a NASAA model rule and conform to Federal law as provided by the Investment Advisers Supervision Coordination Act of 1996 (Federal Act).

   § 303.051. Proposed changes revise the surety bond requirements to conform to a NASAA model rule and the requirements of the Federal Act.

   § 304.012. Proposed changes establish in State regulation recordkeeping requirements for investment advisers. Under the Federal Act, the SEC has exclusive jurisdiction over investment advisers with $25 million or more of assets under management or advise investment companies and states have exclusive jurisdiction over the remaining investment advisers. These changes conform to a NASAA model rule and the Federal Act.

   § 304.022. Proposed changes revise the required financial reports to be filed by investment advisers which conform to a NASAA model rule, the Federal Act and a proposed amendment to the Federal Act.

   § 304.052. Proposed changes recognize that standardized commission rates charged by National securities exchanges have been eliminated.

   § 305.011. Proposed changes expand coverage of this regulation to investment adviser representatives and incorporate requirements found in the Code of Conduct of the National Association of Securities Dealers.

   § 305.019. Proposed changes expand coverage of this regulation to investment adviser representatives and include failure to comply with investor suitability requirements as a basis for taking action against a person's license.

   § 305.061. Proposed changes anticipate electronic filing through a centralized depository system and extend the regulation to withdrawal of notice filings by Federally covered advisers.

   § 404.010. Proposed changes extend this regulation to investment adviser representatives.

   § 404.011. This new regulation makes it a fraudulent, deceptive or manipulative act or practice within the meaning of section 404 of the act for an investment adviser to fail to furnish a disclosure statement to prospective clients. A similar provision already applies to Federally covered advisers.

   § 404.012. This new regulation makes it a fraudulent, deceptive or manipulative act or practice within the meaning of section 404 of the act for an investment adviser who sponsors a wrap fee program to fail to furnish a wrap fee disclosure statement to prospective clients. Similar rules currently apply to Federally covered advisers.

   § 404.013. This new regulation makes it a fraudulent, deceptive or manipulative act or practice within the meaning of section 404 of the act for an investment adviser to make cash payments to persons who solicit business for the investment adviser unless certain requirements are met. A similar provision already applies to Federally covered advisers.

   § 404.014. This new regulation makes it a fraudulent, deceptive or manipulative act or practice within the meaning of section 404 of the act for an investment adviser to have custody or possession of clients' funds or securities unless certain requirements are met. This regulation is similar in scope to § 404.020 which is being deleted. A similar provision already applies to Federally covered advisers.

   § 404.020. This regulation is being deleted in favor of § 404.014 which codifies the current requirements.

   § 602.060. Proposed changes would delete the subscription fee for the Commission's Bulletin and Annual Report. The publications are currently available to the public free of charge.

   § 603.031. Proposed changes would clarify that any record which the Commission deems is excluded from the definition of a public record in 65 P. S. § 66.1(2) may be withheld from the public and that the Social Security numbers, home addresses and dates of birth appearing on Form U-4 filed by all agent and investment adviser representative applicants and registrants would be treated as confidential.

Persons Affected by these Amendments

   The first eight proposed regulatory actions will affect issuers relying on certain exemptions from registration to issue securities and issuers of securities in registered offerings. The bulk of the remaining proposed regulatory actions will affect, to varying degrees, broker-dealers, agents, investment advisers and investment adviser representatives. These actions are required to implement Act 109 of 1998 and the Federal Act.

Fiscal Impact

   The proposed regulatory actions substantially will reduce costs to the investment advisory community by reducing or eliminating net worth requirements, reducing or eliminating required financial reports, waiving examination requirements for certain classes of applicants and conforming Commission rules to uniform NASAA model rules and provisions of the Federal Act.

   The proposed recordkeeping provisions, supervisory requirements and disclosure delivery requirements are similar to what currently is required by the NASD Code of Conduct, by existing Commission regulations or by Federal law with respect to Federally covered advisers. Therefore, the Commission does not anticipate that the proposed regulatory actions will impose additional financial burdens on applicants or registrants.

   Also, most companies making a registered public offering of securities no longer will have to expend the time and money to file an additional state-specific form with the Commission.

Paperwork

   The Commission proposes to eliminate current Forms 205 and 206 in favor of one new form designated as Commission Form R which will be used by certain issuers making application with the Commission to make a public offering of securities in this Commonwealth. The Commission further proposes to reduce substantially the categories of issuers that would be required to file new Form R.

   With respect to investment advisers, the Commission proposes to eliminate or reduce the required financial reports and statements of financial condition that must be filed by applicants or registrants.

Effective Date

   The proposed amendments and regulations will become effective upon publication in the Pennsylvania Bulletin as final rulemaking.

Regulatory Review

   Under section 5(a) of the Regulatory Review Act (71 P. S. § 745.5(a)), on April 11, 2000, the Commission submitted a copy of these proposed amendments to the Independent Regulatory Review Commission (IRRC) and to the Chairpersons of the House Committee on Commerce and Economic Development and the Senate Committee on Banking and Insurance for comment and review. In addition to submitting the proposed amendments, the Commission has provided IRRC and the Committees with a copy of a detailed Regulatory Analysis Form prepared by the Commission in compliance with Executive Order 1996-1, ''Regulatory Review and Promulgation.'' A copy of this material is available upon request.

   If IRRC has objections to any portion of the proposed amendments, it will notify the Commission within 10 days of the close of the Committees' review period. The notification shall specify the regulatory review criteria that have not been met by the portion of the proposed amendments to which an objection is made. The Regulatory Review Act specifies detailed procedures for review, prior to final publication of the amendments, by the Commission, the General Assembly and the Governor of objections raised.

Availability in Alternative Formats

   This proposed rulemaking may be made available in alternative formats upon request. The Commission also will receive comments on this proposed rulemaking in alternative formats. TDD users should use the AT&T Relay Center (800) 854-5984. To make arrangements for alternative formats, contact Joseph Shepherd, ADA Coordinator, at (717) 787-6828.

Contact Person

   Interested persons are invited to send comments concerning the proposed amendments within 30 days of publication of this notice to G. Philip Rutledge, Deputy Chief Counsel, Securities Commission, Eastgate Building, 1010 N. Seventh Street, 2nd Floor, Harrisburg, PA 17102-1410, (717) 783-5130. G. Philip Rutledge also is the contact person for an explanation of the proposed amendments.

M. JOANNA CUMMINGS,   
Secretary

   Fiscal Note: 50-114. No fiscal impact; (8) recommends adoption.

Annex A

TITLE 64.  SECURITIES

PART I.  SECURITIES COMMISSION

Subpart B.  REGISTRATION OF SECURITIES

CHAPTER 202.  EXEMPT SECURITIES

§ 202.070.  Securities issued in connection with employe benefit plans.

   (a)  An issuer may rely on the exemption in section 202(g) of the act (70 P. S. § 1-202(g)) if [one] any of the following [applies] apply:

   (1)  The securities are being issued in connection with a stock option, purchase, savings, pension, profit-sharing or similar compensatory benefit plan or compensatory contract for employes.

   (2)  The securities are being issued in good faith reliance that the transaction [would qualify] qualifies for an exemption under Securities and Exchange Commission Rule 701 (17 CFR 230.701) (relating to exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation) as made effective April 7, 1999, in SEC Release 33-7645.

   [(2)] (3)  The securities [have] being issued meet the following conditions:

   (i)  Have been registered under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa).

   (ii)  Are issued in a transaction that meets the requirements of subsections (c) and (e) of Securities and Exchange Commission Rule 701 (17 CFR 230.701(c) and (e)).

   (b)  The exemption contained in section 202(g) of the act [(70 P. S. § 1-202(g))] may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) [or a transaction made in violation of the antifraud provision of Part IV of the act (70 P. S. §§ 1-401-- 1-409) and Subpart D (relating to fraudulent and prohibited conduct).

   (c)  A nonmaterial amendment to an employe benefit plan does not affect the applicability of section 202(g) of the act (70 P. S. § 1-202(g)) and this section to the plan. For purposes of this subsection, by way of illustration and not of limitation, an amendment which merely extends the term of an employe benefit plan shall be deemed a nonmaterial amendment].

CHAPTER 203.  EXEMPT TRANSACTIONS

§ 203.101.  Mortgages.

*      *      *      *      *

   (b)  The exemption contained in section 203(j) may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act [(70 P. S. § 1-201) or a transaction made in violation of the antifraud provisions of Part IV of the act (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices)].

§ 203.171.  Liquidations, dividends and distributions.

   The phrase ''bona fide distribution'' as used in section 203(q) of the act (70 P. S. § 1-203(q)) does not include a dividend or other distribution made for the purpose of avoiding the registration provisions of section 201 of the act (70 P. S. § 1-201) [or made in violation of the antifraud provisions of the act (70 P. S. §§ 1-401--1-409) or Subpart D (relating to fraudulent and prohibited practices)].

§ 203.185.  Offers prior to effectiveness of registration by qualification exempt.

*      *      *      *      *

   (b)  The exemption contained in this section may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) [or a transaction made in violation of the antifraud provisions of the act (70 P. S. §§ 1-401--1-409) or Subpart D (relating to fraudulent and prohibited practices)].

§ 203.186.  Employe takeovers.

*      *      *      *      *

   (b)  The exemption contained in this section may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act [(70 P. S. § 1-201) or a transaction made in violation of the antifraud provisions of Part IV the act (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices)].

§ 203.192.  SEC Rule 801 and 802 offerings exempt.

   Under section 203(r) of the act (70 P. S. § 1-203(r)), the Commission finds it neither necessary nor appropriate for the protection of investors to require registration under section 201 of the act (70 P. S. § 1-201) for the offer and sale of securities by an issuer which are exempt from registration under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa) pursuant to Rule 801 or 802 promulgated by the United States Securities and Exchange Commission (17 CFR 230.801 or 230.802) (relating to exemption in connection with a rights offering; and exemption for offerings in connection with an exchange offer or business combination for the securities of foreign private issuers).

CHAPTER 205.  REGISTRATION BY COORDINATION

§ 205.021.  Registration by coordination.

   (a)  Except as specified in [this section] subsection (b), registration by coordination may be initiated by filing with the Commission within the specified time period:

*      *      *      *      *

   (2)  A properly executed Uniform Application to Register Securities (Form U-1) [prepared by the Committee on State Regulation of Securities of the Section on Corporation, Banking and Business Law of the American Bar Association] and relevant exhibits thereto.

*      *      *      *      *

   (b)  In [order to effect the purposes of the act, the Commission requires, as a condition of registration, that for classes of] addition to filing the information and form required in subsection (a), issuers in offerings [specified in subsection (c), issuers] being made in reliance on SEC Regulation A promulgated under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)) shall execute and file with the Commission within the specified time period the form, designated by the Commission as Form [205] R, which follows [this section] subsection (d).

   (c)  [Except as to classes of offerings set forth in subsection (d), the filing of Form 205 is required for the following classes of offerings:

   (1)  Offerings which do not involve a firm underwriting commitment by a broker-dealer for the aggregate amount of securities to be offered to the public.

   (2)  Offerings made under Regulation A promulgated under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b) (1980)).

   (3)  Offerings made by or on behalf of issuers which have not been in existence for the 3-year period preceding the date of filing of the registration statement or offering circular.

   (d)  Filing of Form 205 is not required for classes of offerings in which the issuer:

   (1)  Has filed a registration statement with the Commission designated as Form S-2 or S-3 by the SEC.

   (2)  Is a wholly-owned subsidiary of an entity whose securities are exempt from registration under section 202(f) of the act (70 P. S. § 1-202(f)).

   (3)  Is a wholly-owned subsidiary of a reporting company, as that term is defined in section 102(q) of the act (70 P. S. § 1-102(q)).

   (4)  Has filed a registration statement with the Commission designated as Form F-7, F-8, F-9 or F-10 by the Securities and Exchange Commission (SEC).

   (5)  Has filed a registration statement with the Commission for pass-through certificates evidencing undivided interests in trusts consisting of, or debt securities secured by, specific categories of receivables which securities, as a condition of issuance, are to be rated in one of the three highest rating categories by one or more nationally recognized statistical rating organizations.

   (6)  Is an open-end or closed-end investment company, face amount certificate company or unit investment trust, as those persons are classified in the Investment Company Act of 1940 (15 U.S.C.A. §§ 80a-1--80b-21).

   (e)]  The 10-day registration statement filing requirement in section 205(c)(2)(ii) of the act (70 P. S. § 1-205(c)(2)(ii)) shall be reduced to 5 days for the following offerings:

   (1)  [Five days for a class of] An offering for which a registration statement has been filed with the Commission designated as Form S-2 or S-3 by the SEC.

   (2)  [Five days for a class of] An offering for which a registration statement has been filed with the Commission designated as Form F-7, F-8, F-9 or F-10 by the SEC.

   (3)  [Five days for a registration statement filed] An offering for pass-through certificates evidencing undivided interests in trusts consisting of, or debt securities secured by, specific categories of receivables which securities, as a condition of issuance, are to be rated in one of the top three rating categories by one or more Nationally recognized statistical rating organizations.

   [(f)  Pricing information shall be deemed to have been filed with the Commission and the requirement of section 205(c)(2)(iii) of the act met if the Commission is notified of the maximum offering price at which the securities may be sold and the maximum proposed underwriting discounts and commissions. The maximum proposed offering price shall be the price used to determine the maximum filing fee to be paid under section 602 of the act (70 P. S. § 1-602).

   (g)  An applicant required to file Form 205] (d)  During the period of the offering, the issuer shall take steps necessary to ensure that all material information contained in its Form [205] R remains current and accurate in all material respects. [In the event that] If a material statement made in the form, or [in attachments] any attachment thereto, becomes materially incorrect or inaccurate, the [applicant] issuer shall file an amendment [on Form AM] with the Commission in accordance with § 609.011 (relating to amendments filed with the Commission) within [10] 5 business days of the occurrence of the event which required the filing of the amendment.

   [(h)  For the purpose of subsection (c)(3), an issuer shall be deemed to have been in existence for less than 3 years if the issuer was organized within 3 years prior to the date of filing Form 205 with the Commission. A corporation shall be deemed to havebeen in existence for less than 3 years if the issuer was incorporated or reincorporated within 3 years prior to the date of filing with the Commission, unless the reincorporation was effected solely for the purpose of change of corporate name or state of incorporation.]

   (Editor's Note: As part of the proposed rulemaking, the Commission proposes to delete the text of Form 205, which appears at 64 Pa. Code pages 205-3--205-7, serial pages (262433)--(262437). The following Form R is new. It has been printed in regular type to enhance readability.)

	TDD/AT&T Relay Center 1-800-654-5894
PSC FORM R	EFF: _________________
SUPPLEMENT TO FORM U-1

PENNSYLVANIA SECURITIES COMMISSION
EASTGATE OFFICE BUILDING, 2ND FLOOR, 1010 N. 7TH Street
HARRISBURG, PA 17102-1410
(717) 787-5401 OR (1-800-600-0007 in PA)

APPLICATION UNDER THE
THE PENNSYLVANIA SECURITIES ACT OF 1972
TO REGISTER SECURITIES UNDER:
SECTION 205 - REGISTRATION BY COORDINATION OR
SECTION 206 - REGISTRATION BY QUALIFICATION

Under Regulation 603.011, a document is not deemed filed with the Pennsylvania Securities Commission (''Commission '') unless complete and properly executed in all material respects.

WHO MUST FILE: Issuers making application to register securities in Pennsylvania under Section 205 or Section 206 of the Pennsylvania Securities Act of 1972 (''Act'').

WHEN AND WHERE TO FILE: Form R must be filed at the Commission's Harrisburg Office at the above address. For Registration by Coordination, the Form should be filed with the Commission at the same time the Issuer makes a filing with the Securities and Exchange Commission (''SEC''). For Registration by Qualification, no offers or sales of securities may be made in Pennsylvania until the registration statement is declared effective by the Commission.

NOTE: Under 64 Pa. Code § 604.011, a facsimile transmission of any materials to the Commission does not constitute a filing with the Commission.

GENERAL INSTRUCTIONS

__________

1.	One manually signed copy, and one photocopy of this Form, each with all attachments, shall be filed with the Commission. If mailed, it is advisable to send it by registered or certified mail, postage prepaid, return receipt requested.
2.	Typewrite or print all answers in the space provided. Answer each item completely. An answer of ''not applicable'' is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule.
3.	This Form must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by an executive officer duly authorized; if a partnership, it should be signed in the name of the partnership by a general partner; and if an unincorporated association or other organization not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.
4.	In the event that, at any time from the date of the filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file an amendment with the Commission within 5 business days of the occurrence of the event which required the filing of such amendment.
5.	An issuer may incorporate by reference information contained in any document attached hereto or previously filed with the Commission. Any such reference should be to the page and paragraph number or other specified portion of the document where the information is located.
6.	The appropriate filing fee required in Section 602(b.1)(ii) or (iii) must accompany the filing of this Form. Checks are to be payable to the ''Commonwealth of Pennsylvania.''
	FILING FEE FOR SECTION 205:
	Under Section 602(b.1)(ii) of the Act, the filing fee for a registration by coordination is based upon the maximum aggregate offering price at which such securities are to be offered in Pennsylvania during the effective period of the registration statement:
	(A)  Less than $10,000,000         $500
	(B)  $10,000,000 or more            $750
	FILING FEE FOR SECTION 206:
	Under Section 602(b.1)(iii) of the Act, the filing fee for a registration by qualification is $350 plus 1/20 of 1% of the maximum aggregate offering price at which securities are to be offered in Pennsylvania, during the effective period of the registration up to a maximum filing fee of $2,150.
7.	Your attention is directed to the Commission's Prospectus Guidelines for preparation of a prospectus; all items contained therein should be covered to the extent applicable.
8.	Submit herewith as part of this Form the following documents in addition to documents requested in Number 8 of Form U-1 (documents on file may be incorporated by reference).
	(a)	Five copies of a prospectus prepared in accordance with the applicable prospectus guidelines. This includes the copy required by Form U-1.
	(b)	An opinion of counsel as to whether the securities which are the subject of this offering will be, when sold and paid for in accordance with this offering, validly issued and outstanding, fully-paid and non-assessable and, if debt securities, will constitute a binding obligation.
	(c)	Copies of any voting trust agreement among or affecting the management of Issuer or otherwise described in the prospectus, to the extent known by and available to Issuer.
	(d)	Copies of every material contract, whether or not made in the ordinary course of business, if:
		(i)	It is specifically referred to in the prospectus.
		(ii)	The issuer's business is substantially dependent thereon (such as a license or requirements contract).
		(iii)	It involves acquisition or sale of assets for consideration exceeding 15% of all fixed assets of Issuer and its subsidiaries.
		(iv)	It is a lease for a significant part of the property owned and/or occupied by Issuer.
		(v)	It is with the underwriter.
	(e)	The consent of each person named in the prospectus as an expert, or on whose opinion or certification any information was included therein, to the use of such person's name and opinion or certification.
	(f)	For an offering made pursuant to Section 504(d) of the Act and Regulation 504.060 promulgated thereunder, provide in columnar form the name and address of each Pennsylvania purchaser, the date of sale, and the dollar amount of securities purchased.
9.	Your attention is further directed to the following applicable provisions of the Act:
	(a)	Advertisements (Section 606(c), Regulation 606.031);
	(b)	Financial reports to security holders (Section 606(a), Regulation 606.011);
	(c)	Investor withdrawal rights (Section 207(m)(1), Regulation 207.130);
	(d)	Record keeping requirements (Section 209(a), Regulation 209.010(a));
	(e)	Post-effective reporting requirements (Section 209(c), Regulation 209.010(b) & (c)).
	(6)	Increases in offering amount (Section 207(l)).
	(7)	Escrow of promotional shares and escrow of proceeds (Section 207(g), Regulations 207.071 and 207.072).
10.	Please remove this instruction sheet before filing this Form.

EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE COMMISSION.

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