SEC. 27A. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.

   安全港的前瞻性陈述中的应用

(a) APPLICABILITY.—This section shall apply only to a forward-looking statement made by—（a）适用性。本条仅适用于以下人员所做出的前瞻性陈述——

 

(1) an issuer that, at the time that the statement is made, is subject to the reporting requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934;

(2) a person acting on behalf of such issuer;

(3) an outside reviewer retained by such issuer making a statement on behalf of such issuer; or

（1）在做出陈述时须按照本法13（a）条或者《1934年证券交易法》15（d）有关报告要求的发行人；

（2）代表上述发行人行事的个人；

（3）由该发行人所聘请的、代表其做出陈述的外部审查人士；或

 

(4) an underwriter, with respect to information provided by such issuer or information derived from information provided by the issuer.

（4）承销商，仅就上述发行人所提供的信息或从该发行人提供的信息衍生的信息做出说明。

 

(b) EXCLUSIONS.—Except to the extent otherwise specifically provided by rule, regulation, or order of the Commission, this section shall not apply to a forward-looking statement—

(1) that is made with respect to the business or operations of the issuer, if the issuer—

（b）除外条款。除证券交易委员会的规则、条例或命令另外有特别规定，否则本条不适用于以下前瞻性陈述——

（1）与符合以下情况的发行人的业务或经营有关的前瞻性陈述——

 

(A) during the 3-year period preceding the date on which the statement was first made—

(i) was convicted of any felony or misdemeanor described in clauses (i) through (iv) of section 15(b)(4)(B) of the Securities Exchange Act of 1934; or

(ii) has been made the subject of a judicial or administrative decree or order arising out of a governmental action that—

(I) prohibits future violations of the antifraud provisions of the securities laws;

(II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or

(III) determines that the issuer violated the antifraud provisions of the securities laws;

（A）在做出陈述之日起前三年期间

i.       该发行人曾被判犯有《1934年证券交易法》15（b）（4）（B）条（i）到（IV）段中所诉的重罪或轻罪；或者

ii.      该发行人曾为政府诉讼中司法、行政判令或命令的受制对象，该判令或命令——

1、  禁止其将来违反证券法中的反欺诈条款；

2、  要求该发行人停止违反证券法的反欺诈条款；或

3、  认定该发行人曾违反了证券法的反欺诈条款；

 

(B) makes the forward-looking statement in connection with an offering of securities by a blank check company;

(C) issues penny stock;

(D) makes the forward-looking statement in connection with a rollup transaction; or

(E) makes the forward-looking statement in connection with a going private transaction; or

（B）使做出的前瞻性陈述与发行空白支票的公司提供的证券有关;

（C）该发行人发行小额股票;

（D）该发行人做出的前瞻性陈述与关联并购重组交易有关；或

（E）该发行人做出的前瞻性陈述与现行私人交易有关;或

 

(2) that is—

(A) included in a financial statement prepared in accordance with generally accepted accounting principles;

(B) contained in a registration statement of, or otherwise issued by, an investment company;

(C) made in connection with a tender offer;

(D) made in connection with an initial public offering;

(E) made in connection with an offering by, or relating to the operations of, a partnership, limited liability company, or a direct participation investment program; or

(F) made in a disclosure of beneficial ownership in a report required to be filed with the Commission pursuant to section 13(d) of the Securities Exchange Act of 1934.

（2）符合下列条件的前瞻性陈述——

（A）该前瞻性陈述包含于根据公认会计准则编制的财务报告中；

（B）该前瞻性陈述包含于投资公司的注册说明书或投资公司以其他方式签发的注册说明书中;

（C）该前瞻性陈述与股权收购要约相关;

（D）该前瞻性陈述与首次公开发行有关;

（E）该前瞻性陈述与合伙企业、有限责任公司或直接参与投资计划的证券发行有关或与其运营有关；或

（F）该前瞻性陈述是在按照《1934证券交易法》13（d）的要求向证券交易委员会报备的报告中对收益所有权所进行的披露中做出的。

 

(c) SAFE HARBOR.—（c）安全港规则——

(1) IN GENERAL.—Except as provided in subsection (b), in any private action arising under this title that is based on an untrue statement of a material fact or omission of a material fact necessary to make the statement not misleading, a person referred to in subsection (a) shall not be liable with respect to any forward-looking statement, whether written or oral, if and to the extent that—

(A) the forward-looking statement is—

(i) identified as a forward-looking statement, and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statement; or

(ii) immaterial; or

(B) the plaintiff fails to prove that the forward-looking statement—

(i) if made by a natural person, was made with actual knowledge by that person that the statement was false or misleading; or

(ii) if made by a business entity;  was—

(I) made by or with the approval of an executive officer of that entity, and

(II) made or approved by such officer with actual knowledge by that officer that the statement was false or misleading.

（1）一般规定。除非（b）款另有规定，否则在本法项下因含有对重大事实的不实陈述或遗漏了使陈述不致误导而必须说明的重大事实而引起的私人诉讼中，在下列情况下及其限度内，（a）款中提到的人对任何书面或口头前瞻性陈述概无责任——

（A）该前瞻性陈述——

（i）被确定为前瞻性陈述，并附有明显的警告性声明，声明中确定了可能导致实际结果与前瞻性陈述中的结果产生重大差异的各种重要因素；或者

     （ii）属于不重要的前瞻性陈述；或者

（B）原告不能证明该前瞻性陈述——

（i）若是自然人所为，该自然在做出陈述时实际知悉该陈述时虚假的或是误导性的；或

（ii）若是公司所为，——

i.       是由该实体的高级执行管理人员做出或是经其批准后做出的，且

ii.      该等高级执行管理人员做出或批准陈述时实际知悉该陈述是虚假或具有误导性的。

 

(2) ORAL FORWARD-LOOKING STATEMENTS.—In the case of an oral forward-looking statement made by an issuer that is subject to the reporting requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, or by a person acting on behalf of such issuer, the requirement set forth in paragraph (1)(A) shall be deemed to be satisfied—

(A) if the oral forward-looking statement is accompanied by a cautionary statement—

(i) that the particular oral statement is a forward-looking statement; and

(ii) that the actual results could differ materially from those projected in the forward- looking statement; and

(B) if—

1So in law. Should be a comma rather than semicolon.

(i) the oral forward-looking statement is accompanied by an oral statement that additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statement is contained in a readily available written document, or portion thereof;

(ii) the accompanying oral statement referred to in clause (i) identifies the document, or portion thereof, that contains the additional information about those factors relating to the forward-looking statement; and

(iii) the information contained in that written document is a cautionary statement that satisfies the standard established in paragraph (1)(A).

 

（2）口头形式的前瞻性陈述。对于由需要遵守本法13（a）条或者《1934年证券交易法》15（d）条报告要求的发行人所做的口头前瞻性陈述，或由其他人代表该发行人所做的口头前瞻性陈述，在下列情况下，第（1）（A）项所述的要求应视为已获得满足——

（A）口头形式前瞻性陈述附有警示性陈述，表明——

（i）该特殊口头陈述为前瞻性陈述；而且

（ii）实际结果可能与前瞻性陈述中所预测的结果存在重大差异；且

（B）如果——

（i）在做出口头形式前瞻性陈述时有口头声明，表明在某可随时获得的书面文件或其一部分中包含有与可能导致实际结果与前瞻性陈述中的结果存在重大差异的各种因素有关的附加信息；

（ii）上述（i）段所指口头声明确定了包含与上述前瞻性陈述相关因素有关的附加信息的文件或其部分；且

（iii）在该书面文件中包含的信息属于符合（1）（A）项所确定标准的警示性声明。

 

(3) AVAILABILITY.—Any document filed with the Commission or generally disseminated shall be deemed to be readily available for purposes of paragraph (2).

(4) EFFECT ON OTHER SAFE HARBORS.—The exemption provided for in paragraph (1) shall be in addition to any exemption that the Commission may establish by rule or regulation under

subsection (g).

(d) DUTY TO UPDATE.—Nothing in this section shall impose upon any person a duty to update a forward-looking statement.

(e) DISPOSITIVE MOTION.—On any motion to dismiss based upon subsection (c)(1), the court shall consider any statement cited in the complaint and cautionary statement accompanying the forward- looking statement, which are not subject to material dispute, cited by the defendant.

(f) STAY PENDING DECISION ON MOTION.—In any private action arising under this title, the court shall stay discovery (other than discovery that is specifically directed to the applicability of the exemption provided for in this section) during the pendency of any motion by a defendant for summary judgment that is based on the grounds that—

(1) the statement or omission upon which the complaint is based is a forward-looking statement within the meaning of this section; and

(2) the exemption provided for in this section precludes a claim for relief.

（3）可获得性。就第（2）项而言，向证券交易委员会提交的或普遍散发的任何文件应该视为可随时获得。

（4）对其他安全港的影响。第（1）项中规定的豁免与证券交易委员会根据（g）款下的规则和条例设定的其他豁免并不排斥。

（d）更新的义务。本条任何规定不应使任何人承担对前瞻性陈述进行更新的义务。

（e）处分性动议。对于根据（c）（1）款提出的任何驳回请求，法院应该考虑诉讼书中引用的任何陈述，并考虑被告引用的前瞻性陈述（对该前瞻性陈述不存在重大争议）附带的警示性声明。

（f）请示待决期间开示程序的中止。在根据本法提起的任何私人诉讼中，法院应在被告根据下列理由提出的任何建议程序判决请求待决期间中止开示程序（仅就本条规定的豁免的适用性所进行的开示程序除外）——

（1）起诉所依据的陈述或遗漏是本条所指的前瞻性陈述；

（2）本条规定的豁免排除了救济请求。

 

(g) EXEMPTION AUTHORITY.—In addition to the exemptions provided for in this section, the Commission may, by rule or regulation, provide exemptions from or under any provision of this title, including with respect to liability that is based on a statement or that is based on projections or other forward-looking information, if and to the extent that any such exemption is consistent with the public interest and the protection of investors, as determined by the Commission.

(h) EFFECT ON OTHER AUTHORITY OF COMMISSION.—Nothing in this section limits, either expressly or by implication, the authority of the Commission to exercise similar authority or to adopt similar rules and regulations with respect to forward-looking statements under any other statute under which the Commission exercises rulemaking authority.

（g）豁免权。在证券交易委员会认为规定豁免与维护公共利益及保护投资者一致时并在其限度内，除了本条规定的豁免外，还可以通过规则或条例就本法的任何条款规定各种豁免或依据本法的任何条款规定各种豁免，包括与基于陈述的责任或基于预测或其他前瞻性陈述的责任有关的豁免。

（h）对证券交易委员会其他权力的影响。本条中的任何规定，均不明示或默示限制证券交易委员会根据授权其行使规则制定权的任何其他制定法对前瞻性陈述说明行使类似权力或制定类似规则和条例的权力。

 

(i) DEFINITIONS.—For purposes of this section, the following definitions shall apply:

(1) FORWARD-LOOKING STATEMENT.—The term ‘‘forwardlooking statement’’ means—

(A) a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items;

(B) a statement of the plans and objectives of management for future operations, including plans or objectives relating to the products or services of the issuer;

(C) a statement of future economic performance, including any such statement contained in a discussion and analysis of financial condition by the management or in the results of operations included pursuant to the rules and regulations of the Commission;

(D) any statement of the assumptions underlying or relating to any statement described in subparagraph (A), (B), or (C);

(E) any report issued by an outside reviewer retained by an issuer, to the extent that the report assesses a forward-looking statement made by the issuer; or

（i）定义。本条应适用以下定义——

（1）前瞻性陈述。“前瞻性陈述”指——

（A）包含收益、收入（含收入损失）、每股盈利（含盈利损失）、资本开支、股息、资本结构或其他财务项目之预测的说明；

（B）有关未来经营管理计划和目标的说明，包括与发行人产品或服务有关的目标和计划；

（C）有关未来经济业绩的说明，包括管理层有关财务状况讨论和分析中包含的任何此类说明，或根据证券交易委员会规则和条例所包括的经营成果中包含的任何此类说明；

（D）作为（A）、（B）或（C）中所述任何说明之基础或与之相关的各种假设的说明；

（E）发行人聘请的外部审查人签发的任何报告，该报告仅限于对发行人所做的前瞻性陈述进行评估；或

 

(F) a statement containing a projection or estimate of such other items as may be specified by rule or regulation of the Commission.

(2) INVESTMENT COMPANY.—The term ‘‘investment company’’ has the same meaning as in section 3(a) of the Investment Company Act of 1940.

(3) PENNY STOCK.—The term ‘‘penny stock’’ has the same meaning as in section 3(a)(51) of the Securities Exchange Act of 1934, and the rules and regulations, or orders issued pursuant to that section.

(4) GOING PRIVATE TRANSACTION.—The term ‘‘going private transaction’’ has the meaning given that term under the rules or regulations of the Commission issued pursuant to section 13(e) of the Securities Exchange Act of 1934.

(5) SECURITIES LAWS.—The term ‘‘securities laws’’ has the same meaning as in section 3 of the Securities Exchange Act of 1934.

(6) PERSON ACTING ON BEHALF OF AN ISSUER.—The term ‘‘person acting on behalf of an issuer’’ means an officer, director, or employee of the issuer.

(7) OTHER TERMS.—The terms ‘‘blank check company’’, ‘‘rollup transaction’’, ‘‘partnership’’, ‘‘limited liability company’’, ‘‘executive officer of an entity’’ and ‘‘direct participation investment

program’’, have the meanings given those terms by rule or regulation of the Commission.

（F）包含对证券交易委员会规则或条例可能规定的任何其他项目之预测或估计的说明。

（2）投资公司。“投资公司”具有《1940年投资公司法》第3（a）条中的相同含义。

（3）小额股票（PENNY STOCK）。“小额股票”具有《1934年证券交易法》第3（a）51条中相同的含义，且其规则、制度或命令均根据该条来制定。

（4）现行私人交易（GOING PRIVATE TRANSACTION）。“现行私人交易”具有证券交易委员会根据《1934年证券交易法》第13（e）条发布的规则或条例下的含义。

（5）证券法。“证券法”与《1934年证券交易法》的第3部分相同的含义。

（6）代表发行人行事的人。“代表发行人行事的人”指的是该发行人的高管人员、董事或员工。

（7）其他术语。“空白支票公司”、“关联并购重组交易”、“合伙企业”、“有限责任公司”、“实体的高级执行管理人员”和“直接参与投资计划”等术语具有与证券交易委员会发布的含有该术语的规则或制度相同的含义。

 

SEC. 28. GENERAL EXEMPTIVE AUTHORITY. 一般性豁免权利

The Commission, by rule or regulation, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of this title or of any rule or regulation issued under this title, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.

 

SCHEDULE A

(1) The name under which the issuer is doing or intends to do business;

(2) the name of the State or other sovereign power under which the issuer is organized;

(3) the location of the issuer’s principal business office, and if the issuer is a foreign or territorial person, the name and address of its agent in the United States authorized to receive notice;

(4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the issuer be a corporation, association, trust, or other entity; of all partners, if the issuer be a partnership; and of the issuer, if the issuer be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the registration statement;

(5) the names and addresses of the underwriters;

(6) the names and addresses of all persons, if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the issuer, or more than 10 per centum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement;

(7) the amount of securities of the issuer held by any person specified in paragraphs (4), (5), and (6) of this schedule, as of a date within twenty days prior to the filing of the registration statement, and, if possible, as of one year prior thereto, and the amount of the securities, for which the registration statement is filed, to which such persons have indicated their intention to subscribe;

(8) the general character of the business actually transacted or to be transacted by the issuer;

(9) a statement of the capitalization of the issuer, including the authorized and outstanding amounts of its capital stock and the proportion thereof paid up, the number and classes of shares in

which such capital stock is divided, par value thereof, or if it has no par value, the stated or assigned value thereof, a description of the respective voting rights, preferences, conversion and exchange rights, rights to dividends, profits, or capital of each class, with respect to each other class, including the retirement and liquidation rights or values thereof;

(10) a statement of the securities, if any, covered by options outstanding or to be created in connection with the security to be offered, together with the names and addresses of all persons, if any, to be allotted more than 10 per centum in the aggregate of such options;

(11) the amount of capital stock of each class issued or included in the shares of stock to be offered;

(12) the amount of the funded debt outstanding and to be created by the security to be offered, with a brief description of the date, maturity, and character of such debt, rate of interest, character of amortization provisions, and the security, if any, therefor. If substitution of any security is permissible, a summarized statement of the conditions under which such substitution is permitted.

If substitution is permissible without notice, a specific statement to that effect;

(13) the specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds, and if the funds are to be raised in part from other sources, the amounts thereof and the sources thereof, shall be stated;

(14) the remuneration, paid or estimated to be paid, by the issuer or its predecessor, directly or indirectly, during the past year and ensuing year to (a) the directors or persons performing similar functions, and (b) its officers and other persons, naming them wherever such remuneration exceeded $25,000 during any such year;

(15) the estimated net proceeds to be derived from the security to be offered;

(16) the price at which it is proposed that the security shall be offered to the public or the method by which such price is computed and any variation therefrom at which any portion of such security is proposed to be offered to any persons or classes of persons, other than the underwriters, naming them or specifying the class. A variation in price may be proposed prior to the date of the public offering of the security, but the Commission shall immediately be notified of such variation;

(17) all commissions or discounts paid or to be paid, directly or indirectly, by the issuer to the underwriters in respect of the sale of the security to be offered. Commissions shall include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other persons in which any underwriter is interested, made, in connection with the sale of such security. A commission paid or to be paid in connection with the sale of such security by a person in which the issuer has an interest or which is controlled or directed by, or under common control with, the issuer shall be deemed to have been paid by the issuer. Where any such commission is paid the amount of such commission paid to each underwriter shall be stated;

(18) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than commissions specified in paragraph (17) of this schedule, incurred or borne by or for the account of the issuer in connection with the sale of the security to be offered or properly chargeable thereto, including legal, engineering, certification, authentication, and other charges;

(19) the net proceeds derived from any security sold by the issuer during the two years preceding the filing of the registration statement, the price at which such security was offered to the public, and the names of the principal underwriters of such security;

 

 

(20) any amount paid within two years preceding the filing of the registration statement or intended to be paid to any promoter and the consideration for any such payment;

(21) the names and addresses of the vendors and the purchase price of any property, or good will, acquired or to be acquired, not in the ordinary course of business, which is to be defrayed in whole

or in part from the proceeds of the security to be offered, the amount of any commission payable to any person in connection with such acquisition, and the name or names of such person or persons, together with any expense incurred or to be incurred in connection with such acquisition, including the cost of borrowing money to finance such acquisition;

(22) full particulars of the nature and extent of the interest, if any, of every director, principal executive officer, and of every stockholder holding more than 10 per centum of any class of stock

or more than 10 per centum in the aggregate of the stock of the issuer, in any property acquired, not in the ordinary course of business of the issuer, within two years preceding the filing of the registration statement or proposed to be acquired at such date;

(23) the names and addresses of counsel who have passed on the legality of the issue;

(24) dates of and parties to, and the general effect concisely stated of every material contract made, not in the ordinary course of business, which contract is to be executed in whole or in part at or after the filing of the registration statement or which contract has been made not more than two years before such filing. Any management contract or contract providing for special bonuses or profit-sharing arrangements, and every material patent or contract for a material patent right, and every contract by or with a public utility company or an affiliate thereof, providing for the giving or receiving of technical or financial advice or service (if such contract may involve a charge to any party thereto at a rate in excess of $2,500 per year in cash or securities or anything else of value), shall be deemed a material contract;

(25) a balance sheet as of a date not more than ninety days prior to the date of the filing of the registration statement showing all of the assets of the issuer, the nature and cost thereof, whenever

determinable, in such detail and in such form as the Commission shall prescribe (with intangible items segregated), including any loan in excess of $20,000 to any officer, director, stockholder or person directly or indirectly controlling or controlled by the issuer, or person under direct or indirect common control with the issuer. All the liabilities of the issuer in such detail and such form as the Commission shall prescribe, including surplus of the issuer showing how and from what sources such surplus was created, all as of a date not more than ninety days prior to the filing of the registration statement. If such statement be not certified by an independent public or certified accountant, in addition to the balance sheet required to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the issuer, certified by an independent public or certified accountant, of a date not more than one year prior to the filing of the registration statement, shall be submitted;

(26) a profit and loss statement of the issuer showing earnings and income, the nature and source thereof, and the expenses and fixed charges in such detail and such form as the Commission shall prescribe for the latest fiscal year for which such statement is available and for the two preceding fiscal years, year by year, or, if such issuer has been in actual business for less than three years, then for such time as the issuer has been in actual business, year by year. If the date of the filing of the registration statement is more than six months after the close of the last fiscal year, a statement

from such closing date to the latest practicable date. Such statement shall show what the practice of the issuer has been during the three years or lesser period as to the character of the charges, dividends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, in such detail and form as the Commission shall prescribe, and if stock dividends or avails from the sale of rights have been credited to income, they shall be shown separately with a statement of the basis upon which the credit is computed. Such statement shall also differentiate between any recurring and non-recurring income and between any investment and operating income. Such statement shall be certified by an independent public or certified accountant;

(27) if the proceeds, or any part of the proceeds, of the security to be issued is to be applied directly or indirectly to the purchase of any business, a profit and loss statement of such business certified by an independent public or certified accountant, meeting the requirements of paragraph (26) of this schedule, for the three preceding fiscal years, together with a balance sheet, similarly certified, of such business, meeting the requirements of paragraph

(25) of this schedule of a date not more than ninety days prior to the filing of the registration statement or at the date such business was acquired by the issuer if the business was acquired by the issuer more than ninety days prior to the fiing of the registration statement;

(28) a copy of any agreement or agreements (or, if identical agreements are used, the forms thereof) made with any underwriter, including all contracts and agreements referred to in paragraph (17) of this schedule;

(29) a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation of such opinion, when necessary, into the English language;

(30) a copy of all material contracts referred to in paragraph (24) of this schedule, but no disclosure shall be required of any portion of any such contract if the Commission determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors;

(31) unless previously filed and registered under the provisions of this title, and brought up to date, (a) a copy of its articles of incorporation, with all amendments thereof and of its existing bylaws or instruments corresponding thereto, whatever the name, if the issuer be a corporation; (b) copy of all instruments by which the trust is created or declared, if the issuer is a trust; (c) a copy of its articles of partnership or association and all other papers pertaining to its organization, if the issuer is a partnership, unincorporated association, joint-stock company, or any other form of organization; and

(32) a copy of the underlying agreements or indentures affecting any stock, bonds, or debentures offered or to be offered. In case of certificates of deposit, voting trust certificates, collateral trust certificates, certificates of interest or shares in unincorporated investment trusts, equipment trust certificates, interim or other receipts for certificates, and like securities, the Commission shall establish rules and regulations requiring the submission of information of a like character applicable to such cases, together with such other information as it may deem appropriate and necessary regarding the character, financial or otherwise, of the actual issuer of the securities and/or the person performing the acts and assuming the duties of depositor or manager.

 

SCHEDULE B

(1) Name of borrowing government or subdivision thereof;

(2) specific purposes in detail and the approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds, and if the funds are to be

raised in part from other sources, the amounts thereof and the sources thereof, shall be stated; (3) the amount of the funded debt and the estimated amount of the floating debt outstanding and to be created by the security to be offered, excluding intergovernmental debt, and a brief description of the date, maturity, character of such debt, rate of interest, character of amortization provisions, and the security, if any, therefor. If substitution of any security is permissible, a statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect;

(4) whether or not the issuer or its predecessor has, within a period of twenty years prior to the filing of the registration statement, defaulted on the principal or interest of any external security, excluding intergovernmental debt, and, if so, the date, amount, and circumstances of such default, and the terms of the succeeding arrangement, if any;

(5) the receipts, classified by source, and the expenditures, classified by purpose, in such detail and form as the Commission shall prescribe for the latest fiscal year for which such information

is available and the two preceding fiscal years, year by year;

(6) the names and addresses of the underwriters;

(7) the name and address of its authorized agent, if any, in the United States;

(8) the estimated net proceeds to be derived from the sale in the United States of the security to be offered;

(9) the price at which it is proposed that the security shall be offered in the United States to the public or the method by which such price is computed. A variation in price may be proposed prior to the date of the public offering of the security, but the Commission shall immediately be notified of such variation;

(10) all commissions paid or to be paid, directly or indirectly, by the issuer to the underwriters in respect of the sale of the security to be offered. Commissions shall include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings with or for the benefit of any other persons in which the underwriter is interested, made, in connection with the sale of such security. Where any such commission is paid, the amount of such commission paid to each underwriter shall be stated;

(11) the amount or estimated amounts, itemized in reasonable detail, of expenses, other than the commission specified in paragraph (10) of this schedule, incurred or borne by or for the account of the issuer in connection with the sale of the security to be offered or properly chargeable thereto, including legal, engineering, certification, and other charges;

(12) the names and addresses of counsel who have passed upon the legality of the issue;

(13) a copy of any agreement or agreements made with any underwriter governing the sale of the security within the United States; and

(14) an agreement of the issuer to furnish a copy of the opinion or opinions of counsel in respect to the legality of the issue, with a translation, where necessary, into the English language. Such opinion shall set out in full all laws, decrees, ordinances, or other acts of Government under which the issue of such security has been authorized.