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235.01 Securities issued by an affiliated issuer are not “securities issued by another person” within the meaning of “dealer” in Section 2(a)(12) of the Securities Act of 1933. See the Merrill Lynch & Co., Inc. no-action letter (Mar. 26, 1976) issued by the Division. Accordingly, the Section 4(3) exemption is not available to dealers for the offer and sale of securities of an affiliated issuer of the dealer. [Nov. 26, 2008]
235.02 The Section 4(3) exemption is not available to broker-dealers when engaged in market making activities with respect to the securities of affiliated issuers. When a broker-dealer makes a market in the securities of an affiliate, the broker-dealer must comply with the Securities Act’s registration and prospectus delivery requirements. Affiliated broker-dealers may rely on Securities Act Rule 172 to satisfy their obligation to deliver a “market-making” prospectus. [Nov. 26, 2008]

This is a work of the U.S. Government

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