General Rules and Regulations
Securities Act of 1933
Rule 173 -- Notice of Registration
In a transaction that represents a sale by the issuer or an underwriter, or a
sale where there is not an exclusion or exemption from the requirement to deliver a final
prospectus meeting the requirements of section 10(a) of the Act pursuant to section 4(3)
of the Act or Rule 174, each underwriter or dealer selling in such transaction
shall provide to each purchaser from it, not later than two business days following the
completion of such sale, a copy of the final prospectus or, in lieu of such prospectus, a
notice to the effect that the sale was made pursuant to a registration statement or in a
transaction in which a final prospectus would have been required to have been delivered
in the absence of Rule 172.
If the sale was by the issuer and was not effected by or through an
underwriter or dealer, the responsibility to send a prospectus, or in lieu of such
prospectus, such notice as set forth in paragraph (a) of this section, shall be the issuer’s.
Compliance with the requirements of this section is not a condition to
reliance on Rule 172.
A purchaser may request from the person responsible for sending a notice
a copy of the final prospectus if one has not been sent.
After the effective date of the registration statement with respect to an
offering, notices as set forth in paragraph (a) of this section, are exempt from the
provisions of section 5(b)(1) of the Act.
Exclusions. This section shall not apply to any:
Transaction solely between brokers or dealers in reliance on Rule 153;
Offering of any investment company registered under the Investment
Company Act of 1940;
Offering of any business development company as defined in section
2(a)(48) of the Investment Company Act of 1940;
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