Okla. Admin. Code § 660:11-9-35

Current through Vol. 41, No. 19, June 17, 2024

Section 660:11-9-35 - Limitations on offering expenses and remuneration

(a)Issuer expenses. Expenses incurred by an issuer of securities (including the sponsor or general partners of a limited partnership expended or being reimbursed from partnership funds) in connection with an offering of securities shall not exceed 20% of the amount of securities actually sold. Such expenses shall include, but are not necessarily limited to, the following:

(1) Sales commissions or discounts, including expense allowances and warrants issued gratis or at nominal prices.

(2) Finders fees, advisory fees and similar fees however designated.

(3) Promotional or carried interests granted, or sold at a price substantially different from the public offering price, to an underwriter, broker-dealer or agent.

(4) Organizational expenses of recently formed issuers.

(5) Advertising directly associated with the sale of the public offering being registered.

(6) Accountant's and attorney's fees for services in connection with the issue and sale of the securities and their qualification for sale under applicable laws and regulations.

(7) The cost of prospectuses, circulars and other documents required to comply with such laws and regulations.

(8) Other expenses directly incurred in connection with such qualifications and compliance with such laws and regulations (filing fees and investigation fees prior to registration).

(9) Cost of authorizing and preparing the securities and documents relating thereto, including issue taxes and stamps.

(10) Charges of transfer agents, registrars, indenture trustees, escrow holders, depositories, auditors, and of engineers, appraisers, and other experts.

(11) Those expenses required to be itemized in Part II of a registration statement filed with the SEC, and with an application for registration by coordination pursuant to Section 1-303 of the Securities Act.

(b)Underwriters' or broker-dealers' remuneration. Remuneration received directly or indirectly by any underwriter, broker-dealer, agent, or any other person performing similar functions, for effecting or attempting to effect transactions in securities, shall not exceed 15% of the sales price of the securities sold in each transaction, regardless of by whom such remuneration is paid. Further, the aggregate amount of remuneration received directly or indirectly by all underwriters, broker-dealers, agents, or other persons performing similar functions for effecting or attempting to effect transactions in securities, shall not exceed 15% of the aggregate amount of securities actually sold. For the purpose of this rule (including (a) of this section and 660:11-9-36 ) an interstate (or other jurisdiction) offering of securities shall be viewed in its entirety. Remuneration shall include, but is not necessarily limited to, the following:

(1) Sales commissions or discounts, including expense allowances and warrants issued gratis or at nominal prices.

(2) Finders fees, advisory fees and similar fees, however designated.

(3) Promotional or carried interests granted, or sold at a price substantially different from the public offering price.

(c)Disclosure of expenses and remuneration. The aggregate amounts (or good faith estimates of such amounts) of sales commission and offering expenses paid by an issuer of securities as discussed in (a) of this section and remuneration to be received by the seller of securities as discussed in (b) of this section, shall be clearly disclosed in the prospectus, offering circular, private placement memorandum or other offering document.

(d)Waiver. Where good cause is shown, the Administrator may waive or modify the percentage limitations set forth in this section. Consideration of such requests shall be on a case-by-case basis and only pursuant to a written request setting forth the reasons therefor.

Okla. Admin. Code § 660:11-9-35

Added at 21 Ok Reg 2532, eff 7-1-04