(a)Prospectus. Except as provided by this section, Item 1100(c)
of Regulation AB (§ 229.1100(c) of this
chapter) for registered offerings of asset-backed securities, or
unless otherwise provided in the appropriate form, information shall not be
incorporated by reference in a prospectus. Where a summary or outline of the provisions
of any document is required in the prospectus, the summary or outline may incorporate by
reference particular items, sections or paragraphs of any exhibit and may be
qualified in its entirety by such reference.
(b)Information not required in a prospectus. Except for exhibits
covered by paragraph (c) of this section, information may be incorporated by
reference in answer, or partial answer, to any item that calls for
information not required to be included in a prospectus subject to the following provisions:
(1) Non-financial information may be incorporated by reference to any
(2) Financial information may be incorporated by reference to any document,
provided any financial statement so incorporated meets the requirements of
the forms on which the statement is filed. Financial statements or other
financial data required to be given in comparative form for two or more
fiscal years or periods shall not be incorporated by reference unless the
information incorporated by reference includes the entire period for which
the comparative data is given;
(3) Information contained in any part of the registration statement,
including the prospectus, may be incorporated by reference in answer,
or partial answer, to any item that calls for information not required to be
included in the prospectus; and
(4) Unless the information is incorporated by reference to a document which
complies with the time limitations of § 228.10(f) and § 229.10(d) of this
chapter, then the document, or part thereof, containing the
incorporated information is required to be filed as an exhibit.
(c)Exhibits. Any document or part thereof filed with the
Commission pursuant to any Act administered by the Commission may,
subject to the limitations of § 228.10(f) and § 229.11(d) of this
chapter, be incorporated by reference as an exhibit to any
registration statement. If any modification has occurred in the text of any
document incorporated by reference since the filing thereof, the
registrant shall file with the reference a
statement containing the text of such modification and the date
(d)General. Any incorporation by reference of information
pursuant to this section shall be subject to the provisions of Rule 24 of
the Commission's Rules of Practice restricting
incorporation by reference of documents which incorporate by reference other
information. Information incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. If the
information is incorporated by reference to a previously filed document, the
file number of such document shall be included. Where only certain pages of
a document are incorporated by reference and filed with the statement, the
document from which the information is taken shall be clearly identified in
the reference. An express statement that the specified matter is
incorporated by reference shall be made at the particular place in the
registration statement where the information is required. Information shall
not be incorporated by reference in any case where such incorporation would
render the statement incomplete, unclear or confusing.
[47 FR 11437, Mar. 16, 1982, as amended at 60 FR 32824, June 23, 1995; 70 FR
1616, Jan. 7, 2005]
Title 17 published on 2015-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.
This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.