The Intrastate Offering Exemption from SEC Registration Requirements

Securities may be sold without first being registered with the Securities and Exchange Commission if one of several exemptions applies. An exemption does not allow the use of any false or misleading statements in the offer or sale of the securities, and the offering may still be subject to requirements under state laws. However, if an exemption is applicable, then the expense and burden of the initial registration and periodic reporting of substantial information about the company may be avoided.

Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Proxies

(Shareholder Proxy Solicitation Rules)

Regulation of the Price of Mutual Fund Shares

The Securities and Exchange Commission requires that open-ended mutual fund shares must be sold at their net asset value per share plus allowable sales charges or fees. Under Rule 22c-1 of the Commission, an issuer, underwriter, or dealer may not redeem or repurchase a share of a registered investment company or mutual fund "except at a price based on the current net asset value of such security..."

Short-Swing Profits

Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C.S. § 78p(b), limits the ability of corporate insiders and principal stockholders to profit from their access to nonpublic information about their company. Under Section 16(b), profits from two trades of a company's publicly traded securities within six months by a director, officer, or beneficial owner of more than ten percent of a security of the company are owed to and may be recovered by the company. If the company does not retrieve those profits, shareholders may file a derivative action to obtain a court order to have the profits given over to the company.

Continuity of Existence in Choosing a Form of Business Organization

Continuity of existence is an important factor in choosing the structure of a business. The value of a business when viewed as a continuing or "going" concern is likely to be considered higher than the same business if it is being dissolved and its value is being distributed.