| (a) Advertising or sales material, other than tombstone
ads, must be consistent with and conform to disclosures contained
in the prospectus. Advertising and sales materials which depict predominately
the positive elements of an offering and exclude such negative elements
as are required to be disclosed in the offering prospectus may be
found by the Commissioner to be false, misleading, and likely to deceive
a reader thereof. Sales materials which refer to specific issuers
of securities by name must be accompanied by or preceded by a prospectus.
Sales materials that include comparisons to other investment vehicles
or indexes which are unwarranted or not fully explained may be considered
misleading.
(b) References in advertising or sales materials to
an exemption from or reduction in taxation under any laws should be
consistent with the information or summaries of information which
are contained in the prospectus.
(c) Projections, generalizations, conclusions, and
opinions which tend to be misleading or likely to deceive a reader
thereof shall not be permitted.
(d) All advertisements of and oral invitations to group
sales meetings or "seminars" at which specific issue(s) of securities
are to be offered or sold shall clearly indicate that the purpose
of the meeting is to offer such securities for sale and shall disclose
the name of the sponsor, underwriter, or selling agent.
(e) Any bonus, prize, gift, or similar consideration
which is offered to investors as an inducement to buy securities or
offered to dealers or agents as an inducement to sell a specific offering
or issue of securities (but not as an inducement in connection with
general public relations or goodwill-building activities unrelated
to the sale of a specific issue) must be fully disclosed to investors
and to the Commissioner.
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