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exemption provided by Regulation B, would be imposed upon such person because such security was unregistered, unless such offering sheet has previously been filed with the Commission by, or for, and on behalf of, such person, and is at the time of its use fully effective.

Rule 328 Restricting Use of Estimations not Included in Offering Sheets

A person using any estimation of the amount of oil or gas recoverable from the tract involved, or from any other tract for comparative purposes, in connection with an offer to sell any fractional un

divided interest in oil or gas rights, defined in Rule 300, shall not be entitled to the exemption provided by Regulation B, and, shall not be relieved from any liability which, in the absence of the exemption provided by Regulation B, would be imposed upon such person because such security was unregistered, unless such estimation is included in, and furnished as part of, an offering sheet accurately describing such security: Provided, however, That the provisions of this rule shall not be applicable in the case of a sale to a person regularly engaged in the business of exploring for, or producing, oil or gas.

ARTICLE 4. FORM OF OFFERING SHEETS

Rule 330 Form and Contents of Offering Sheets

The offering sheets required by Regulation B, and particularly Rule 320 thereof, shall be filed with the Commission substantially in the form prescribed by the Commission in the schedules specifically enumerated in subdivision (g) of this rule, which schedules, as amended and adopted as of August 1, 1943, are, by reference, hereby incorporated in, and made a part of, this rule.

(a) The offering sheet shall contain in substance, in the prescribed sequence, the statements, information, and factual data required by the appropriate schedule and shall be responsive to the requirements of each and every item and exhibit of the appropriate schedule.

(b) If an item of required information cannot be furnished, or there is reason to doubt the accuracy of all the information which has been acquired with regard thereto, the answer to the item may be omitted, but a full explanation of the reason for the omission must be given. In no case, however, may there be omitted on this ground information which is a matter of public record in the State or Territory in which the tract is located.

(c) All information contained in an offering sheet, including exhibits, shall be as of a date not more than 110 days prior to the delivery of the offering sheet to the purchaser, and also as of a date not more than 110 days prior to the making of each contract for the sale of any security described therein.

(d) Each offering sheet filed with the Commis

sion shall be executed in the manner prescribed by the Commission and shall bear the original signature of the person making the filing.

(e) Each offering sheet used, distributed, or delivered by the person making the filing shall be a copy of the offering sheet filed with the Commission (as amended, if amended).

(f) Each offering sheet used, distributed, or de livered by a person other than the person filing same with the Commission shall be a copy of the offering sheet filed with the Commission (as amended, if amended). It shall also be executed in the manner prescribed by the Commission, and shall bear the original signature of the person so using, distributing, or delivering same.

(g) The schedules hereinbefore referred to, and which are, by reference, hereby incorporated in, and made a part of, this rule, are as follows:

(1) Schedule A.-If the interests offered are producing landowners' royalty interests.

(2) Schedule B.-If the interests offered are nonproducing landowners' royalty interests.

(3) Schedule C.-If the interests offered are producing overriding interests, working interests, or participating interests.

(4) Schedule D.-If the interests offered are nonproducing overriding interests, working interests, or participating interests.

(5) Schedule E.-If the interests offered are oil payments, gas payments, or oil and gas payments to be made from tracts represented to be producing at the time of the offering.

(6) Schedule F.-If the interests offered are oil payments, gas payments, or oil and gas pay

ments to be made from tracts represented to be nonproducing at the time of the offering.

Specimen copies of schedules A to F, inclusive, may be procured from the U. S. Securities and Exchange Commission, Washington, D. C., upon request.

Rule 332 Representations in Offering Sheets Every offering sheet, whether it does, or does not, comply with the requirements of Rule 330, shall be deemed to have been filed or used or distributed or delivered upon the express condition that

(a) All statements or information contained in divisions I and II of any offering sheet, or in any exhibit attached thereto or incorporated therein shall constitute continuing representations, by the person filing such offering sheet to any person who may, in reliance upon a copy of such offering sheet, purchase any interest described therein, that the statements contained in divisions I and II thereof and in the exhibits attached thereto are substantially correct and that no material fact has been omitted, the inclusion of which would reasonably appear necessary, in the light of the circumstances, to make the information contained therein not misleading to the purchaser.

(b) All statements or information contained in any offering sheet, or in any exhibit attached thereto or incorporated therein, shall constitute continuing representations by any offeror who shall deliver, or cause such offering sheet to be delivered, to any person who may, in reliance upon a copy of such offering sheet, purchase any interest described therein from, or through, such offeror, that such offering sheet is a true copy of an offering sheet filed with the Securities and Exchange Commission in compliance with the rules and regulations of the Commission on behalf of such offeror, that such offeror has reasonable grounds to believe, and does believe, that the statements contained therein are substantially correct, and, that no material fact known to the offeror has been omitted, the inclusion of which would

reasonably appear necessary, in the light of the circumstances, to make the information contained therein not misleading to the purchaser.

(c) If an estimation of recoverable oil or gas, or a geological report made by someone other than the person filing the offering sheet, is included in the offering sheet, the contents thereof shall not be regarded as a representation by the person filing the offering sheet, provided the person filing the offering sheet has reason to believe, and does believe, that the author of such estimation or report possesses the qualifications and integrity necessary to make such estimation or report, and provided the person filing the offering sheet does not know or believe the estimation or report to be untrue or misleading in any respect.

Rule 334 Interests Involving Noncontiguous Tracts

Oil or gas interests involving non-contiguous tracts of land may be included in the same offering sheet only upon condition that

(a) All interests offered for sale thereunder are landowners' royalty interests.

(b) All of the tracts involved are currently producing oil or gas and are located wholly within the limits of the same oil or gas pool, or if the interests are non-producing interests, all of the tracts involved appear, on the basis of all past or proposed development for oil or gas, to have equal possibilities.

(c) All tracts so involved are being currently operated by the same operator under an oil and gas lease executed by one or more landowners, each of whom was, at the time of the execution of said oil and gas lease, the owner of a fee or mineral interest in each of the tracts involved.

(d) The purchaser of any such interest is entitled to the same fractional portion of the oil and gas produced from each tract covered by said lease, irrespective of the specific tract to which such purchaser may receive a conveyance and irrespective of the specific tract from which such production may be obtained.

ARTICLE 5. SUSPENSION ORDERS AND THEIR EFFECT

Rule 340 Suspension Orders

(a) If, at any time within 7 days after the date upon which an offering sheet is received by the Commission for filing, the Commission has reasonable grounds to believe that such offering sheet is incomplete or inaccurate in any material respect, or includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein contained not misleading, or fails to comply with any of the requirements of Regulation B, the Commission may enter an order temporarily suspending the effectiveness of the filing of such offering sheet pending a final hearing thereon. The Commission shall, promptly upon the entry of any such order, give notice to the person filing such offering sheet; (1) that such order has been entered, and (2) that the Commission will, upon receipt of a written request from the person filing such offering sheet, set the matter for hearing, within 20 days after the receipt of such request, at a place to be designated by the Commission. Upon receipt of any such request, the Commission will forthwith set the matter for hearing accordingly, and will promptly give notice of the time and place thereof. If the Commission does not set the matter for hearing upon a date within such 20-day period, the order for suspension then in effect shall, upon expiration of said 20-day period, expire and be of no further force or effect. Such hearing may be continued from time to time for cause, but if the Commission does not enter an order permanently suspending the effectiveness of such offering sheet within 60 days after such hearing is finally closed, the suspension order then in effect shall, upon expiration of said 60-day

period, likewise expire and be of no further force or effect.

(b) If, at any time after notice and opportunity for hearing, either at the written request of a person filing an offering sheet or upon motion of the Commission, the Commission finds that an offering sheet is incomplete or inaccurate in any material respects, or includes an untrue statement of a material fact, or omits to state any material facts necessary to make the statements therein contained not misleading, or fails to comply with any of the requirements of Regulation B, the Commission may enter an order permanently suspending the effectiveness of the filing of such offering sheet, or, if an order has been entered pursuant to subdivision (a) of this rule, and is still in effect, may make the suspension effected by such order permanent.

(c) If, before the hearing with respect thereto is finally closed, the Commission finds that an offering sheet has been amended to cure the objections specified in any temporary suspension order entered pursuant to subdivision (a) of this rule, or specified in any notice given pursuant to subdivision (b) of this rule, the Commission will thereupon terminate the proceeding which may have been instituted by any such temporary suspension order, or by any such notice, and give notice of such action to the person who filed the offering sheet.

(d) All notices required by this rule shall be given to the person who filed the offering sheet, and shall be given either by personal service, or by registered mail, or confirmed telegraphic notice, addressed to such person at the address given in the offering sheet.

Rule 342 Effect of Suspension Order

An offering sheet complying with the requirements of Regulation B, and particularly Rule 330, shall become effective on the eighth day after the date upon which it is received by the Commission for filing, except that—

(a) If the Commission shall enter an order under Rule 340 (a) suspending the effectiveness of the filing of such offering sheet within seven days after the date upon which it is received by

the Commission for filing, the filing thereof shall not become effective for any purpose whatever until such proceeding is terminated, or such order for suspension expires.

(b) If the Commission shall at any time give notice of a hearing or enter an order under Rule 340 (b) suspending the effectiveness of the filing of such offering sheet, said offering sheet shall not be effective for any purpose whatever subsequent to the giving of such notice or during the period of such suspension.

ARTICLE 6. WITHDRAWAL, AMENDMENT, AND TERMINATION OF OFFERING SHEETS

Rule 350 Withdrawal of Offering Sheet

Any person who has filed an offering sheet may apply to the Commission for an order consenting to the withdrawal of same, provided none of the securities described in said offering sheet have been sold, and such person shall so represent to the Commission in writing. The Commission will enter an order consenting thereto unless it shall find that sales of the securities described in said. offering sheet have, in fact, been made.

Rule 352 When Offering Sheet May Be Amended

Any person who has filed an offering sheet may, subject to the provisions of Rule 354, file amendments thereto, but only under the following conditions and in the following instances:

(a) In the event none of the securities referred to in said offering sheet have been sold and the person filing the offering sheet shall so represent to the Commission in writing.

(b) In the event a suspension order is in effect and the hearing with respect thereto has not been finally closed.

(c) In the event no suspension order is in effect, but notice has been given by the Commission pursuant to Rule 340 (b), and the hearing with respect thereto has not been finally closed.

Rule 354 How Offering Sheet May Be Amended

Any amendment to an offering sheet shall be filed in accordance with this rule and shall become

and be effective only as hereinafter provided: (a) The amendment shall be filed with the Commission, in quadruplicate, and each copy shall bear the signature of the person who filed the offering sheet as well as every other person whose estimations or statements are modified or affected by such amendment.

(b) An amendment shall be made either by filing or substituting a wholly corrected offering sheet, or by filing or substituting entire exhibits or pages, as amended.

(c) Any amendment complying with the requirements of this rule shall become effective at such time as the Commission may order.

Rule 356 Voluntary Termination of Effectiveness of Offering Sheet

Any person who has filed an offering sheet may apply to the Commission for an order terminating the effectiveness of the filing thereof, provided such person shall file with the Commission an affidavit that all persons on whose behalf said offering sheet has been filed, to whom copies thereof have been delivered (naming all such persons), have been notified in writing of the intention to terminate the effectiveness of said offering sheet. The Commission will enter an order terminating the effectiveness of such offering sheet unless it shall find that such affidavit is insufficient, or that such notice of intention has not been given, as required, or it is not appropriate in the public interest so to do.

691-320 0-63- 6

REGULATION C-REGISTRATION

Rule 400 Application of Regulation C

The rules contained in this regulation shall govern every registration of securities under the Act, except that any provision in a form covering the same subject matter as any such rule shall be con

ARTICLE 1. GENERAL

Rule 401 Requirements as to Proper Form

A registration statement shall be prepared in accordance with the form prescribed therefor by the Commission as in effect on the date of filing. Any registration statement shall be deemed to be filed on the proper form unless objection to the form is made by the Commission prior to the effective date of the statement.

Rule 402 Number of Copies-Binding-Signatures

(a) Three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement shall be filed with the Commission. Each copy of the registration statement so filed shall be bound, in one or more parts, without stiff covers. The binding shall be made on the side stitching margin in such manner as to leave the reading matter legible. Five additional copies of the registration statement shall be furnished for use in the examination of the registration statement but such copies need not be accompanied by any exhibits other than indentures pertaining to securities being registered and copies of the underwriting contracts and other documents relating to the distribution of the securities.

(b) At least one copy of every registration statement shall be manually signed by the persons specified in section 6 (a) of the Act. If the regis

trolling unless otherwise specifically provided herein. For purposes of this Regulation C, except Rule 427 thereof, the term "registration statement" shall include any amendment filed pursuant to the provisions of section 24 (e) (1) of the Investment Company Act of 1940.

REQUIREMENTS

tration statement is typewritten, the original "ribbon" copy shall be signed. Unsigned copies shall be conformed.

(c) If any name is signed to the registration statement pursuant to a power of attorney, copies of such power of attorney shall be filed with the registration statement. In addition, if the name of any officer signing on behalf of the registrant, or attesting the registrant's seal, is signed pursuant to a power of attorney, certified copies of a resolution of the registrant's board of directors authorizing such signature shall also be filed with the registration statement.

Rule 403 Requirements as to Paper, Printing, and Language

(a) Registration statements shall be filed on good quality, unglazed, white paper 812 by 13 inches in size, insofar as practicable. However, tables, charts, maps, and financial statements may be on larger paper if folded to that size, and the prospectus may be on smaller paper if the registrant so desires.

(b) The registration statement and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the statement or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a perma

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