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

Rule 0-4 -- Incorporation by Reference

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1. A registered investment company may, subject to the limitations of Item 10(f) of Regulation S-B and Item 10(d) of Regulation S-K, incorporate by reference as an exhibit, in any registration statement, application or report filed with the Commission, any document or part thereof previously or concurrently filed with the Commission pursuant to any act administered by the Commission. The incorporation may be made whether the matter incorporated was filed by such registered company or any other person. If any modification has occurred in the text of any such document since the filing thereof, the company shall file with the reference a statement containing the text of any such modification and the date thereof. If the number of copies of any document previously or concurrently filed with the Commission is less than the number required to be filed with the registration statement, application or report which incorporates such document, the company shall file therewith as many additional copies of the document as may be necessary to meet the requirements of the registration statement, application or report.
   
   
2. A registered investment company may, subject to the limitations of Rule 24 of the Commission's Rules of Practice, incorporate by reference, in any registration statement, application or report filed with the Commission any financial statement or part thereof previously or concurrently filed with the Commission pursuant to any act administered by the Commission, if it substantially conforms to the requirements of the form on which such registration statement, application or report is filed. The incorporation may be made whether the matter incorporated was filed by such registered company or any other person. If a certificate of an independent public accountant or accountants is required to accompany a financial statement in any registration statement, application or report, the incorporation by reference of a certificate previously or concurrently filed will not be deemed a compliance with such requirements unless the written consent of the accountant or accountants to such incorporation is filed with the registration statement, application or report.
   
   
3. In each case of incorporation by reference, the matter incorporated shall be clearly identified in the reference. An express statement shall be made to the effect that the specified matter is incorporated in the registration statement, application or report at the particular place where the information is required.
   
   
4. Notwithstanding any particular provision permitting incorporation by reference, no registration statement, application or report shall incorporate by reference any exhibit or financial statement which:
   
   
   1. Has been withdrawn, or
      
      
   2. Was filed in connection with a registration statement under the Act, or a registration on a national securities exchange, which has ceased to be effective, or
      
      
   3. Is contained in a registration statement or report subject, at the time of the incorporation by reference, to pending proceedings under Section 8(b) or 8(d) of the Securities Act of 1933, Section 8(e) of the Act, or to an order entered under any of those Sections, or
      
      
   4. If it is a document that has been filed in paper with respect to an electronic filer under a temporary hardship exemption (Rule 201 of this chapter) and an electronic format copy has not been submitted.
      
      
5. Notwithstanding any particular provision permitting incorporation by reference, the Commission may refuse to permit such incorporation in any case in which in its judgment such incorporation would render the registration statement application, or report incomplete, unclear, or confusing.

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