---
kind: "section"
citation: "17 C.F.R. § 230.167"
title: "17"
number: "230.167"
heading: "Communications in connection with certain registered offerings of asset-backed securities."
url: "https://uscodex.org/cfr/17/230.167"
---

# §230.167. Communications in connection with certain registered offerings of asset-backed securities.

- (a) In an offering of asset-backed securities registered on Form SF-3 ([§ 239.45](/cfr/17/239.45.md) of this chapter), ABS informational and computational material regarding such securities used after the effective date of the registration statement and before the sending or giving to investors of a final prospectus that meets the requirements of section 10(a) of the Act ([15 U.S.C. 77j(a)](/usc/15/77j.md?p=a)) regarding such offering is exempt from section 5(b)(1) of the Act ([15 U.S.C. 77e(b)(1)](/usc/15/77e.md?p=b-1)), if the conditions in [paragraph (b)](#b) of this section are met.
- (b) **Conditions.** To rely on [paragraph (a)](#a) of this section:
  - (1) The communications shall be filed to the extent required pursuant to [§ 230.426](/cfr/17/230.426.md).
  - (2) Every communication used pursuant to this section shall include prominently on the cover page or otherwise at the beginning of such communication:
    - (i) The issuing entity's name and the depositor's name, if applicable;
    - (ii) The Commission file number for the related registration statement;
    - (iii) A statement that such communication is ABS informational and computational material used in reliance on Securities Act [Rule 167](/cfr/17/167.md) (§ 230.167); and
    - (iv) A legend that urges investors to read the relevant documents filed or to be filed with the Commission because they contain important information. The legend also shall explain to investors that they can get the documents for free at the Commission's Web site and describe which documents are available free from the issuer or an underwriter.
- (c) This section is applicable not only to the offeror of the asset-backed securities, but also to any other participant that may need to rely on and complies with this section in communicating about the transaction. A participant for purposes of this section is any person or entity that is a party to the asset-backed securities transaction and any persons authorized to act on their behalf.
- (d) Failure by a particular underwriter to cause the filing of a prospectus described in this section will not affect the ability of any other underwriter who has complied with the procedures to rely on the exemption.
- (e) An immaterial or unintentional failure to file or delay in filing a prospectus described in this section will not result in a violation of section 5(b)(1) of the Act ([15 U.S.C. 77e(b)(1)](/usc/15/77e.md?p=b-1)), so long as:
  - (1) A good faith and reasonable effort was made to comply with the filing requirement; and
  - (2) **The prospectus is filed as soon as practicable after discovery of the failure to file.**
- (f) Terms used in this section have the same meaning as in Item 1101 of Regulation AB ([§ 229.1101](/cfr/17/229.1101.md) of this chapter).

## Notes

### Amendments

[70 FR 1615, Jan. 7, 2005, as amended at 79 FR 57328, Sept. 24, 2014]

### Authority

Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78 ll (d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. Section 230.151 is also issued under 15 U.S.C. 77s(a). Section 230.160 is also issued under Section 104(d) of the Electronic Signatures Act. Section 230.193 is also issued under sec. 943, Pub. L. 111-203, 124 Stat. 1376. Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s). Sec. 230.457 also issued under secs. 6 and 7, 15 U.S.C. 77f and 77g. Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 80a-30.

### Amendments

[55 FR 18322, May 2, 1990, as amended at 62 FR 53954, Oct. 17, 1997; 63 FR 9642, Feb. 25, 1998]

### Amendments

[70 FR 1615, Jan. 7, 2005, as amended at 79 FR 57328, Sept. 24, 2014]