Rule 607 under Regulation E, Sales Material to Be Filed

Regulation E (17 CFR 230.601 - 230.610a) exempts from registration under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (“Securities Act”) securities of small business investment companies (“SBICs”) that are registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) and closed-end investment companies that elect to be regulated as business development companies (“BDCs”) under the Investment Company Act of 1940, so long as the aggregate offering price of all securities of the issuer that may be sold within a 12-month period does not exceed $5,000,000 and certain other conditions are met. Rule 607 under Regulation E (17 CFR 230.607) requires SBICs and BDCs to file sales material used in connection with offerings under Regulation E with the SEC at least five days (excluding weekends and holidays) prior to its use. Sales material includes advertisements, articles or other communications to be published in newspapers, magazines, or other periodicals; radio and television scripts; and letters, circulars or other written communications proposed to be sent given or otherwise communicated to more than ten persons. SEC staff reviews sales material filed pursuant to Rule 607 for materially misleading statements and omissions. The requirements of Rule 607 are designed to protect investors from the use of false or misleading sales material in connection with Regulation E offerings.

The latest form for Rule 607 under Regulation E, Sales Material to Be Filed expires 2028-11-30 and can be found here.