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1.
11880. Settlement
of Syndicate Accounts
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(1)
11880. Settlement of Syndicate Accounts
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(a)
Definitions
(1) “Selling syndicate” means any syndicate formed
in connection with a public offering to distribute all or part of
an issue of corporate securities by sales made directly to the public
by or through participants in such syndicate.
(2) “Syndicate account” means an account formed
by members of the selling syndicate for the purpose of purchasing
and distributing the corporate securities of a public offering.
(3) “Syndicate manager” means the member of the
selling syndicate that is responsible for maintenance of syndicate
account records.
(4) “Syndicate settlement date” means the date
upon which corporate securities of a public offering are delivered
by the issuer to or for the account of the syndicate members.
(b) Final settlement of syndicate accounts shall
be effected by the syndicate manager within 90 days following
the syndicate settlement date.
(c) No later than the date
of final settlement of the syndicate account, the syndicate manager
shall provide to each member of the selling syndicate an itemized
statement of syndicate expenses that shall include, where applicable,
the following categories of expenses: legal fees; advertising;
travel and entertainment; closing expenses; loss on oversales; telephone;
postage; communications; co-manager’s expenses; computer, data processing
charges; interest expense; and miscellaneous. The amount under “miscellaneous”
should not be disproportionately large in relation to other items
and should include only minor items that cannot be easily categorized
elsewhere in the statement. Any other major items not included in
the above categories shall be itemized separately.
(d) Settlement of Underwritten
Public Offerings
The syndicate manager of a public offering
underwritten on a “firm-commitment” basis shall, immediately, but
in no event later than the scheduled closing date, notify the Association’s
Uniform Practice Department of any anticipated delay in the closing
of such offering beyond the closing date in the offering document
or any subsequent delays in the closing date previously reported
pursuant to this Rule.
[Adopted eff. Oct. 1, 1985; amended eff. May 1,
1987; Mar. 14, 1988; Aug. 3
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(2)
RULE 15C2-8 Delivery of prospectus
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- It shall constitute a deceptive act or
practice, as those terms are used in Section 15(c)(2) of
the Act, for a broker or dealer to participate in a distribution
of securities with respect to which a registration statement
has been filed under the Securities Act of 1933 unless he
complies with the requirements set forth in paragraphs (b)
through (g) of this section. For the purposes of this section,
a broker or dealer participating in the distribution shall
mean any underwriter and any member or proposed member of
the selling group.
- In connection with an issue of securities,
the issuer of which has not previously been required to
file reports pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, unless such issuer has
been exempted from the requirement to file reports thereunder
pursuant to Section 12(h) of the Act, such broker or dealer
shall deliver a copy of the preliminary prospectus to any
person who is expected to receive a confirmation of sale
at least 48 hours prior to the sending of such confirmation.
- Such broker or dealer shall take reasonable
steps to furnish to any person who makes written request
for a preliminary prospectus between the filing date and
a reasonable time prior to the effective date of the registration
statement to which such prospectus relates, a copy of the
latest preliminary prospectus on file with the Commission.
Reasonable steps shall include receiving an undertaking
by the managing underwriter or underwriters to send such
copy to the address given in the requests.
- Such broker or dealer shall take reasonable
steps to comply promptly with the written request of any
person for a copy of the final prospectus relating to such
securities during the period between the effective date
of the registration statement and the later of either the
termination of such distribution, or the expiration of the
applicable 40- or 90-day period under Section 4(3) of the
Securities Act of 1933. Reasonable steps shall include receiving
an undertaking by the managing underwriter or underwriters
to send such copy to the address given in the requests.
(The 40-day and 90-day periods referred to above shall be
deemed to apply for purposes of this rule irrespective of
the provisions of paragraphs (b)and (d) of Rule 174 under
the Securities Act of 1933).
- Such broker or dealer shall take reasonable
steps to make available a copy of the preliminary prospectus
relating to such securities to each of his associated persons
who is expected, prior to the effective date, to solicit
customers' order for such securities before the making of
any such solicitation by such associated persons and 2 to
make available to each such associated person a copy of
any amended preliminary prospectus promptly after the filing
thereof.
- Such broker or dealer shall take reasonable
steps to make available a copy of the final prospectus relating
to such securities to each of his associated persons who
is expected, after the effective date, to solicit customers
orders for such securities prior to the making of any such
solicitation by such associated persons, unless a preliminary
prospectus which is substantially the same as the final
prospectus except for matters relating to the price of the
stocks, has been so made available.
- If the broker or dealer is a managing
underwriter of such distribution, he shall take reasonable
steps to see to it that all other brokers or dealers participating
in such distribution are promptly furnished with sufficient
copies, as requested by them, of each preliminary prospectus,
each amended preliminary prospectus and the final prospectus
to enable them to comply with paragraphs (b), (c), (d),
and (e) of this section.
- If the broker or dealer is a managing
underwriter of such distribution, he shall take reasonable
steps to see that any broker or dealer participating in
the distribution or trading in the registered security is
furnished reasonable quantities of the final prospectus
relating to such securities, as requested by him, in order
to enable him to comply with the prospectus delivery requirements
of Section 5(b)(1) and (2) of the Securities Act of 1933.
- This rule shall not require the furnishing
of prospectuses in any state where such furnishing would
be unlawful under the laws of such state: Provided, however,
That this provision is not to be construed to relieve a
broker or dealer from complying with the requirements of
Section 5(b)(1) and (2) of the Securities Act of 1933. Prospectuses
shall not be furnished pursuant to this rule while the registration
statement is subject to an examination, proceeding, or stop
order pursuant to Section 8 of the securities act of 1933.
- For purposes of this section, the term
preliminary prospectus shall include the term prospectus
subject to completion as used in Rule 434(a) and the term
final prospectus shall include the term Section 10(a) prospectus
as used in Rule 434(a)
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