General Rules and Regulations
Securities Act of 1933
Rule 167 -- Communications in Connection with Certain Registered Offerings of
This section is available only to communications in connection with certain offerings
of asset-backed securities. The exemption does not apply to communications that
may be in technical compliance with this section, but have the primary purpose
or effect of conditioning the market for another transaction or are part of a
plan or scheme to evade the requirements of section
5 of the Act.
In an offering of asset-backed securities
meeting the requirements of General Instruction I.B.5 of Form
S-3 (Rule 239.13
of this chapter) and registered under the Act on Form S-3 pursuant to Rule
415, ABS informational and computational material regarding such
after the effective date of the registration statement and before the sending
or giving to investors of a final prospectus that meets the requirements
of section 10(a) of the Act regarding
such offering is exempt from section 5(b)(1) of
the Act, if the conditions in paragraph (b) of this section are met.
Conditions. To rely on paragraph (a)
of this section:
The communications shall be filed to the extent required pursuant to Rule
Every communication used pursuant to this
section shall include prominently on the cover page or otherwise at the
beginning of such communication:
The issuing entity’s name and the
depositor’s name, if applicable;
The Commission file number for the related
A statement that such communication
informational and computational material used in reliance on Securities
A legend that urges investors to read
the relevant documents filed or to be filed with the Commission because
they contain important information. The legend also shall explain to investors
that they can get the documents for free at the Commissionís Web site and
describe which documents are available free from the issuer or an underwriter.
This section is applicable not only to the
offeror of the asset-backed securities, but also to any other participant
that may need to rely on and complies with this section in communicating
about the transaction. A participant for purposes of this section is any
person or entity that is a party to the asset-backed securities transaction
and any persons authorized to act on their behalf.
Failure by a particular underwriter to cause the filing of a prospectus
described in this section will not affect the ability of any other underwriter
who has complied with the procedures to rely on the exemption.
An immaterial or unintentional failure to file
or delay in filing a prospectus described in this section will not result
in a violation of section 5(b)(1) of the Act, so long
A good faith and reasonable effort was
made to comply with the filing requirement; and
The prospectus is filed as soon as practicable
after discovery of the failure to file.
Terms used in this section have the same meaning as in Item 1101 of Regulation
AB (Rule 229.1101 of this chapter).
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