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Question 229.01

Question: Must a registration statement for an offering that is subject to Rule 430C include the undertaking in Item 512(a)(5)(ii) of Regulation S-K if the offering is not registered pursuant to Rule 415?
Answer: Yes. Although the Item 512(a) undertakings relate to Rule 415 offerings, the undertaking in Item 512(a)(5)(ii) is required for all registration statements subject to Rule 430C by Rule 430C(d). [Jan. 26, 2009]
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