Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 460 -- Distribution of Preliminary Prospectus

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1. Pursuant to the statutory requirement that the Commission in ruling upon requests for acceleration of the effective date of a registration statement shall have due regard to the adequacy of the information respecting the issuer theretofore available to the public, the Commission may consider whether the persons making the offering have taken reasonable steps to make the information contained in the registration statement conveniently available to underwriters and dealers who it is reasonably anticipated will be invited to participate in the distribution of the security to be offered or sold.
   
   
2. 
   
   
   1. As a minimum, reasonable steps to make the information conveniently available would involve the distribution, to each underwriter and dealer who it is reasonably anticipated will be invited to participate in the distribution of the security, a reasonable time in advance of the anticipated effective date of the registration statement, of as many copies of the proposed form of preliminary prospectus permitted by Rule 430 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
      
      
   2. In the case of a registration statement filed by a closed-end investment company on Form N-2, reasonable steps to make information conveniently available would involve distribution of a sufficient number of copies of the Statement of Additional Information required by Rule 430(b) as it appears to be reasonable to secure their adequate distribution either to each underwriter or dealer who it is reasonably anticipated will be invited to participate in the distribution of the security, or to the underwriter, dealer or other source named on the cover page of the preliminary prospectus as being the person investors should contact in order to obtain the Statement of Additional Information.
      
      
3. The granting of acceleration will not be conditioned upon
   
   
   1. The distribution of a preliminary prospectus in any state where such distribution would be illegal; or
      
      
   2. The distribution of a preliminary prospectus
      
      
      1. in the case of a registration statement relating solely to securities to be offered at competitive bidding, provided the undertaking in Item 512(d)(1) of Regulation S-K is included in the registration statement and distribution of prospectuses pursuant to such undertaking is made prior to the publication or distribution of the invitation for bids, or
         
         
      2. In the case of a registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust if any other security of the same class is currently being offered or sold, pursuant to an effective registration statement by the issuer or by or through an underwriter, or
         
         
      3. In the case of an offering of subscription rights unless it is contemplated that the distribution will be made through dealers and the underwriters intend to make the offering during the stockholders' subscription period, in which case copies of the preliminary prospectus must be distributed to dealers prior to the effective date of the registration statement in the same fashion as is required in the case of other offerings through underwriters, or
         
         
      4. In the case of a registration statement pertaining to a security to be offered pursuant to an exchange offer or transaction described in Rule 145.

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