Rule 498 Text

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§ 230.498

17 CFR Ch. II (4–1–10 Edition)

Commission. Investment companies filing on Form N–1A must, if applicable
pursuant to General Instruction C.3.(g)
of Form N–1A, include an Interactive
Data File (§ 232.11 of this chapter).
(f) Every prospectus consisting of a
radio or television broadcast shall be
reduced in writing. Five copies of every
such prospectus shall be filed with the
Commission in accordance with the requirements of this section.
(g) Each copy of a prospectus under
this rule shall contain in the upper
right hand corner of the cover page the
paragraph of this rule under which the
filing is made and the file number of
the registration statement to which
the prospectus relates. In addition,
each investment company advertisement deemed to be a section 10(b) prospectus pursuant to § 230.482 of this
chapter shall contain in the upper
right hand corner of the cover page the
legend ‘‘Rule 482 ad.’’ The information
required by this paragraph may be set
forth in longhand, provided it is legible.
(h) No later than the second business
day following the earlier of the date of
the determination of the offering price
or the date it is first used after effectiveness in connection with a public offering or sales, ten copies of every form
of prospectus and Statement of Additional Information, where applicable,
that discloses the information previously omitted from the prospectus
filed as part of an effective registration
statement in reliance upon Rule 430A
under the Securities Act (§ 230.430A of
this chapter) shall be filed with the
Commission in the exact form in which
it is used, or transmitted by a means
reasonably calculated to result in filing with the Commission by that date.
(i) An investment company advertisement deemed to be a section 10(b) prospectus pursuant to § 230.482 of this
chapter shall be considered to be filed
with the Commission upon filing with a
national securities association registered under Section 15A of the Securities Exchange Act of 1934 (15 U.S.C.
78o) that has adopted rules providing
standards for the investment company
advertising practices of its members
and has established and implemented
procedures to review that advertising.

(j) In lieu of filing under paragraph
(b) or (c) of this section, a registrant
may file a certification that:
(1) The form of prospectus and Statement of Additional Information that
would have been filed under paragraph
(b) or (c) of this section would not have
differed from that contained in the
most recent registration statement or
amendment, and
(2) The text of the most recent registration statement or amendment has
been filed electronically.
(k) Summary prospectus filing requirements. This paragraph (k), and not the
other provisions of § 230.497, shall govern the filing of summary prospectuses
under § 230.498. Each definitive form of
a summary prospectus under § 230.498
shall be filed with the Commission no
later than the date that it is first used.
(Securities Act of 1933)
[48 FR 37939, Aug. 22, 1983]
EDITORIAL NOTE: For FEDERAL REGISTER citations affecting § 230.497, see the List of CFR
Sections Affected, which appears in the
Finding Aids section of the printed volume
and on GPO Access.

§ 230.498 Summary Prospectuses for
open-end management investment
companies.
(a) Definitions. For purposes of this
section:
(1) Class means a class of shares
issued by a Fund that has more than
one class that represent interests in
the same portfolio of securities under
§ 270.18f–3 of this chapter or under an
order exempting the Fund from sections 18(f), 18(g), and 18(i) of the Investment Company Act (15 U.S.C. 80a–18(f),
80a–18(g), and 80a–18(i)).
(2) Exchange-Traded Fund means a
Fund or a Class, the shares of which
are traded on a national securities exchange, and that has formed and operates pursuant to an exemptive order
granted by the Commission or in reliance on an exemptive rule adopted by
the Commission.
(3) Fund means an open-end management investment company, or any Series of such a company, that has, or is
included in, an effective registration
statement on Form N–1A (§§ 239.15A and
274.11A of this chapter) and that has a
current prospectus that satisfies the

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requirements of section 10(a) of the Act
(15 U.S.C. 77j(a)).
(4) Series means shares offered by a
Fund that represent undivided interests in a portfolio of investments and
that are preferred over all other series
of shares for assets specifically allocated to that series in accordance with
§ 270.18f–2(a) of this chapter.
(5) Statement of Additional Information
means the statement of additional information required by Part B of Form
N–1A.
(6) Statutory Prospectus means a prospectus that satisfies the requirements
of section 10(a) of the Act.
(7) Summary Prospectus means the
summary prospectus described in paragraph (b) of this section.
(b) General requirements for Summary
Prospectus. This paragraph describes
the requirements for a Fund’s Summary Prospectus. A Summary Prospectus that complies with this paragraph (b) will be deemed to be a prospectus that is authorized under section 10(b) of the Act (15 U.S.C. 77j(b))
and section 24(g) of the Investment
Company Act (15 U.S.C. 80a–24(g)) for
the purposes of section 5(b)(1) of the
Act (15 U.S.C. 77e(b)(1)).
(1) Cover page or beginning of Summary
Prospectus. Include on the cover page of
the Summary Prospectus or at the beginning of the Summary Prospectus:
(i) The Fund’s name and the Class or
Classes, if any, to which the Summary
Prospectus relates.
(ii) The exchange ticker symbol of
the Fund’s shares or, if the Summary
Prospectus relates to one or more
Classes of the Fund’s shares, adjacent
to each such Class, the exchange ticker
symbol of such Class of the Fund’s
shares. If the Fund is an ExchangeTraded Fund, also identify the principal U.S. market or markets on which
the Fund shares are traded.
(iii) A statement identifying the document as a ‘‘Summary Prospectus.’’
(iv) The approximate date of the
Summary Prospectus’s first use.
(v) The following legend:
Before you invest, you may want to
review the Fund’s prospectus, which
contains more information about the
Fund and its risks. You can find the
Fund’s prospectus and other information about the Fund online at

[llll]. You can also get this information at no cost by calling [llll]
or by sending an e-mail request to
[llll].
(A) The legend must provide an Internet address, other than the address of
the Commission’s electronic filing system; toll free (or collect) telephone
number; and e-mail address that investors can use to obtain the Statutory
Prospectus and other information. The
Internet Web site address must be specific enough to lead investors directly
to the Statutory Prospectus and other
materials that are required to be accessible under paragraph (e)(1) of this section, rather than to the home page or
other section of the Web site on which
the materials are posted. The Web site
could be a central site with prominent
links to each document. The legend
may indicate, if applicable, that the
Statutory Prospectus and other information are available from a financial
intermediary (such as a broker-dealer
or bank) through which shares of the
Fund may be purchased or sold.
(B) If a Fund incorporates any information by reference into the Summary
Prospectus, the legend must identify
the type of document (e.g., Statutory
Prospectus) from which the information is incorporated and the date of the
document. If a Fund incorporates by
reference a part of a document, the legend must clearly identify the part by
page, paragraph, caption, or otherwise.
If information is incorporated from a
source other than the Statutory Prospectus, the legend must explain that
the incorporated information may be
obtained, free of charge, in the same
manner as the Statutory Prospectus. A
Fund may modify the legend to include
a statement to the effect that the Summary Prospectus is intended for use in
connection with a defined contribution
plan that meets the requirements for
qualification under section 401(k) of
the Internal Revenue Code (26 U.S.C.
401(k)), a tax-deferred arrangement
under section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) or
457), or a variable contract as defined
in section 817(d) of the Internal Revenue Code (26 U.S.C. 817(d)), as applicable, and is not intended for use by
other investors.

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§ 230.498

17 CFR Ch. II (4–1–10 Edition)

(2) Contents of the Summary Prospectus. Except as otherwise provided
in this paragraph (b), provide the information required or permitted by Items
2 through 8 of Form N–1A, and only
that information, in the order required
by the form. A Summary Prospectus
may omit the explanation and information required by Instruction 2(c) to
Item 4(b)(2) of Form N–1A.
(3) Incorporation by reference. (i) Except as provided by paragraph (b)(3)(ii)
of this section, information may not be
incorporated by reference into a Summary Prospectus. Information that is
incorporated by reference into a Summary Prospectus in accordance with
paragraph (b)(3)(ii) of this section need
not be sent or given with the Summary
Prospectus.
(ii) A Fund may incorporate by reference into a Summary Prospectus any
or all of the information contained in
the Fund’s Statutory Prospectus and
Statement of Additional Information,
and any information from the Fund’s
reports to shareholders under § 270.30e–
1 that the Fund has incorporated by
reference into the Fund’s Statutory
Prospectus, provided that:
(A) The conditions of paragraphs
(b)(1)(v)(B) and (e) of this section are
met;
(B) A Fund may not incorporate by
reference into a Summary Prospectus
information that paragraphs (b)(1) and
(2) of this section require to be included in the Summary Prospectus;
and
(C) Information that is permitted to
be incorporated by reference into the
Summary Prospectus may be incorporated by reference into the Summary
Prospectus only by reference to the
specific document that contains the information, not by reference to another
document that incorporates such information by reference.
(iii) For purposes of § 230.159, information is conveyed to a person not later
than the time that a Summary Prospectus is received by the person if the
information is incorporated by reference into the Summary Prospectus
in accordance with paragraph (b)(3)(ii)
of this section.
(4) Multiple Funds and Classes. A Summary Prospectus may describe only

one Fund, but may describe more than
one Class of a Fund.
(c) Transfer of the security. Any obligation under section 5(b)(2) of the Act
(15 U.S.C. 77e(b)(2)) to have a Statutory
Prospectus precede or accompany the
carrying or delivery of a Fund security
in an offering registered on Form N–1A
is satisfied if:
(1) A Summary Prospectus is sent or
given no later than the time of the carrying or delivery of the Fund security;
(2) The Summary Prospectus is not
bound together with any materials, except that a Summary Prospectus for a
Fund that is available as an investment option in a variable annuity or
variable life insurance contract may be
bound together with the Statutory
Prospectus for the contract and Summary Prospectuses and Statutory
Prospectuses for other investment options available in the contract, provided that:
(i) All of the Funds to which the
Summary Prospectuses and Statutory
Prospectuses that are bound together
relate are available to the person to
whom such documents are sent or
given; and
(ii) A table of contents identifying
each Summary Prospectus and Statutory Prospectus that is bound together,
and the page number on which it is
found, is included at the beginning or
immediately following a cover page of
the bound materials;
(3) The Summary Prospectus that is
sent or given satisfies the requirements
of paragraph (b) of this section at the
time of the carrying or delivery of the
Fund security; and
(4) The conditions set forth in paragraph (e) of this section are satisfied.
(d) Sending communications. A communication relating to an offering registered on Form N–1A sent or given
after the effective date of a Fund’s registration statement (other than a prospectus permitted or required under
section 10 of the Act) shall not be
deemed a prospectus under section
2(a)(10) of the Act (15 U.S.C. 77b(a)(10))
if:
(1) It is proved that prior to or at the
same time with such communication a
Summary Prospectus was sent or given
to the person to whom the communication was made;

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(2) The Summary Prospectus is not
bound together with any materials, except as permitted by paragraph (c)(2) of
this section;
(3) The Summary Prospectus that
was sent or given satisfies the requirements of paragraph (b) of this section
at the time of such communication;
and
(4) The conditions set forth in paragraph (e) of this section are satisfied.
(e) Availability of Fund’s Statutory
Prospectus and certain other Fund documents. (1) The Fund’s current Summary
Prospectus,
Statutory
Prospectus,
Statement of Additional Information,
and most recent annual and semi-annual reports to shareholders under
§ 270.30e–1 are publicly accessible, free
of charge, at the Web site address specified on the cover page or at the beginning of the Summary Prospectus on or
before the time that the Summary Prospectus is sent or given and current
versions of those documents remain on
the Web site through the date that is
at least 90 days after:
(i) In the case of reliance on paragraph (c) of this section, the date that
the Fund security is carried or delivered; or
(ii) In the case of reliance on paragraph (d) of this section, the date that
the communication is sent or given.
(2) The materials that are accessible
in accordance with paragraph (e)(1) of
this section must be presented on the
Web site in a format, or formats, that:
(i) Are human-readable and capable
of being printed on paper in humanreadable format;
(ii) Permit persons accessing the
Statutory Prospectus or Statement of
Additional Information to move directly back and forth between each section heading in a table of contents of
such document and the section of the
document referenced in that section
heading; provided that, in the case of
the Statutory Prospectus, the table of
contents
is
either
required
by
§ 230.481(c) or contains the same section
headings as the table of contents required by § 230.481(c); and
(iii) Permit persons accessing the
Summary Prospectus to move directly
back and forth between:
(A) Each section of the Summary
Prospectus and any section of the Stat-

utory Prospectus and Statement of Additional Information that provides additional detail concerning that section
of the Summary Prospectus; or
(B) Links located at both the beginning and end of the Summary Prospectus, or that remain continuously
visible to persons accessing the Summary Prospectus, and tables of contents of both the Statutory Prospectus
and the Statement of Additional Information that meet the requirements of
paragraph (e)(2)(ii) of this section.
(3) Persons accessing the materials
specified in paragraph (e)(1) of this section must be able to permanently retain, free of charge, an electronic
version of such materials in a format,
or formats, that meet each of the requirements of paragraphs (e)(2)(i) and
(ii) of this section.
(4) The conditions set forth in paragraphs (e)(1), (e)(2), and (e)(3) of this
section shall be deemed to be met, notwithstanding the fact that the materials specified in paragraph (e)(1) of
this section are not available for a
time in the manner required by paragraphs (e)(1), (e)(2), and (e)(3) of this
section, provided that:
(i) The Fund has reasonable procedures in place to ensure that the specified materials are available in the
manner required by paragraphs (e)(1),
(e)(2), and (e)(3) of this section; and
(ii) The Fund takes prompt action to
ensure that the specified documents become available in the manner required
by paragraphs (e)(1), (e)(2), and (e)(3) of
this section, as soon as practicable following the earlier of the time at which
it knows or reasonably should have
known that the documents are not
available in the manner required by
paragraphs (e)(1), (e)(2), and (e)(3) of
this section.
(f) Other requirements—(1) Delivery
upon request. If paragraph (c) or (d) of
this section is relied on with respect to
a Fund, the Fund (or a financial intermediary through which shares of the
Fund may be purchased or sold) must
send, at no cost to the requestor and by
U.S. first class mail or other reasonably prompt means, a paper copy of the
Fund’s Statutory Prospectus, Statement of Additional Information, and
most recent annual and semi-annual
reports to shareholders to any person

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17 CFR Ch. II (4–1–10 Edition)

requesting such a copy within three
business days after receiving a request
for a paper copy. If paragraph (c) or (d)
of this section is relied on with respect
to a Fund, the Fund (or a financial
intermediary through which shares of
the Fund may be purchased or sold)
must send, at no cost to the requestor
and by e-mail, an electronic copy of the
Fund’s Statutory Prospectus, Statement of Additional Information, and
most recent annual and semi-annual
reports to shareholders to any person
requesting such a copy within three
business days after receiving a request
for an electronic copy. The requirement to send an electronic copy of a
document by e-mail may be satisfied
by sending a direct link to the document on the Internet; provided that a
current version of the document is directly accessible through the link from
the time that the e-mail is sent
through the date that is six months
after the date that the e-mail is sent
and the e-mail explains both how long
the link will remain useable and that,
if the recipient desires to retain a copy
of the document, he or she should access and save the document.
(2) Greater prominence. If paragraph
(c) or (d) of this section is relied on
with respect to a Fund, the Fund’s
Summary Prospectus shall be given
greater prominence than any materials
that accompany the Fund’s Summary
Prospectus, with the exception of other
Summary
Prospectuses,
Statutory
Prospectuses, or a Notice of Internet
Availability of Proxy Materials under
§ 240.14a–16 of this chapter.
(3) Convenient for reading and printing.
If paragraph (c) or (d) of this section is
relied on with respect to a Fund:
(i) The materials that are accessible
in accordance with paragraph (e)(1) of
this section must be presented on the
Web site in a format, or formats, that
are convenient for both reading online
and printing on paper; and
(ii) Persons accessing the materials
that are accessible in accordance with
paragraph (e)(1) of this section must be
able to permanently retain, free of
charge, an electronic version of such
materials in a format, or formats, that
are convenient for both reading online
and printing on paper.

(4) Information in Summary Prospectus
must be the same as information in Statutory Prospectus. If paragraph (c) or (d)
of this section is relied on with respect
to a Fund, the information provided in
response to Items 2 through 8 of Form
N–1A in the Fund’s Summary Prospectus must be the same as the information provided in response to Items 2
through 8 of Form N–1A in the Fund’s
Statutory Prospectus except as expressly permitted by paragraph (b)(2) of
this section.
(5) Compliance with paragraph (f) not a
condition to reliance on paragraphs (c)
and (d). Compliance with this paragraph (f) is not a condition to the ability to rely on paragraph (c) or (d) of
this section with respect to a Fund,
and failure to comply with paragraph
(f) does not negate the ability to rely
on paragraph (c) or (d).
[74 FR 4585, Jan. 26, 2009, as amended at 75
FR 9081, Feb. 26, 2010]

REGULATION D—RULES GOVERNING THE
LIMITED OFFER AND SALE OF SECURITIES WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933
AUTHORITY: Sections 230.501 to 230.506
issued under secs. 3(b), 4(2), 19(a), 19(c), 48
Stat. 75, 77, 85; sec. 209, 48 Stat. 908; c.122, 59
Stat. 167; sec. 12, 78 Stat. 580; 84 Stat. 1480;
sec. 308(a)(2), 90 Stat. 57; sec. 18, 92 Stat. 275;
sec. 2, 92 Stat. 962; secs. 505, 622, 701, 94 Stat.
2291, 2292, 2294 15 U.S.C. 77c(b), 77d(2), 77s(a),
77s(c).
SOURCE: Sections 230.501 through 230.506 appear at 47 FR 11262, Mar. 16, 1982, unless otherwise noted.
PRELIMINARY NOTES: 1. The following rules
relate to transactions exempted from the
registration requirements of section 5 of the
Securities Act of 1933 (the Act) (15 U.S.C. 77a
et seq., as amended). Such transactions are
not exempt from the antifraud, civil liability, or other provisions of the federal securities laws. Issuers are reminded of their obligation to provide such further material information, if any, as may be necessary to
make the information required under this
regulation, in light of the circumstances
under which it is furnished, not misleading.
2. Nothing in these rules obviates the need
to comply with any applicable state law relating to the offer and sale of securities. Regulation D is intended to be a basic element
in a uniform system of Federal-State limited
offering exemptions consistent with the provisions of sections 18 and 19(c) of the Act. In
those states that have adopted Regulation D,

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Securities and Exchange Commission

§ 230.501

or any version of Regulation D, special attention should be directed to the applicable
state laws and regulations, including those
relating to registration of person who receive remuneration in connection with the
offer and sale of securities, to disqualification of issuers and other persons associated
with offerings based on state administrative
orders or judgments, and to requirements for
filings of notices of sales.
3. Attempted compliance with any rule in
Regulation D does not act as an exclusive
election; the issuer can also claim the availability of any other applicable exemption.
For instance, an issuer’s failure to satisfy all
the terms and conditions of Rule 506 shall
not raise any presumption that the exemption provided by section 4(2) of the Act is not
available.
4. These rules are available only to the
issuer of the securities and not to any affiliate of that issuer or to any other person for
resales of the issuer’s securities. The rules
provide an exemption only for the transactions in which the securities are offered or
sold by the issuer, not for the securities
themselves.
5. These rules may be used for business
combinations that involve sales by virtue of
rule 145(a) (17 CFR 230.145(a)) or otherwise.
6. In view of the objectives of these rules
and the policies underlying the Act, regulation D is not available to any issuer for any
transaction or chain of transactions that, although in technical compliance with these
rules, is part of a plan or scheme to evade
the registration provisions of the Act. In
such cases, registration under the Act is required.
7. Securities offered and sold outside the
United States in accordance with Regulation
S need not be registered under the Act. See
Release No. 33–6863. Regulation S may be relied upon for such offers and sales even if coincident offers and sales are made in accordance with Regulation D inside the United
States. Thus, for example, persons who are
offered and sold securities in accordance
with Regulation S would not be counted in
the calculation of the number of purchasers
under Regulation D. Similarly, proceeds
from such sales would not be included in the
aggregate offering price. The provisions of
this note, however, do not apply if the issuer
elects to rely solely on Regulation D for offers or sales to persons made outside the
United States.

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[47 FR 11262, Mar. 16, 1982, as amended at 47
FR 54771, Dec. 6, 1982; 55 FR 18322, May 2,
1990]

§ 230.501 Definitions and terms used in
Regulation D.
As used in Regulation D (§§ 230.501–
230.508), the following terms shall have
the meaning indicated:

(a) Accredited investor. Accredited investor shall mean any person who
comes within any of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the time of the
sale of the securities to that person:
(1) Any bank as defined in section
3(a)(2) of the Act, or any savings and
loan association or other institution as
defined in section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to section 15 of the
Securities Exchange Act of 1934; any
insurance company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a business development company as defined
in section 2(a)(48) of that Act; any
Small Business Investment Company
licensed by the U.S. Small Business
Administration under section 301(c) or
(d) of the Small Business Investment
Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees,
if such plan has total assets in excess
of $5,000,000; any employee benefit plan
within the meaning of the Employee
Retirement Income Security Act of
1974 if the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such act, which is either a
bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan,
with investment decisions made solely
by persons that are accredited investors;
(2) Any private business development
company as defined in section 202(a)(22)
of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or
similar business trust, or partnership,
not formed for the specific purpose of
acquiring the securities offered, with
total assets in excess of $5,000,000;
(4) Any director, executive officer, or
general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general

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