Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 502 -- Inside Front and Outside Back Cover Pages of Prospectus

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1. Table of contents. On either the inside front or outside back cover page of the prospectus, provide a reasonably detailed table of contents. It must show the page number of the various sections or subdivisions of the prospectus. Include a specific listing of the risk factors section required by Item 503 of this Regulation S-K. You must include the table of contents immediately following the cover page in any prospectus you deliver electronically.
   
   
2. Dealer prospectus delivery obligation. On the outside back cover page of the prospectus, advise dealers of their prospectus delivery obligation, including the expiration date specified by Section 4(3) of the Securities Act and Rule 174 under such Act. If you do not know the expiration date on the effective date of the registration statement, include the expiration date in the copy of the prospectus you file under Rule 424(b) under the Securities Act. You do not have to include this information if dealers are not required to deliver a prospectus under Rule 174 under the Securities Act or Section 24(d) of the Investment Company Act. You may use the following or other clear, plain language:
   
   

   Dealer Prospectus Delivery Obligation
   
   Until (insert date), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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