Sec. 31.04.07.03. Solicitations to Which Chapter Applies

A. Regulation .10 of this chapter applies to every solicitation that is subject to Regulation .01 of this chapter.

B. Regulations .02-.09 and Regulation .11 of this chapter apply to every solicitation that is subject to Regulation .01 except the following:

(1) A solicitation made otherwise than on behalf of the issuer where the total number of persons solicited is not more than ten;

(2) A solicitation by a person with respect to securities carried in the person's name or in the name of the person's nominee (otherwise than as voting trustee), or held in the person's custody, if the person:

(a) Receives no commission or remuneration for the solicitation, directly or indirectly, other than reimbursement of reasonable expenses;

(b) Furnishes promptly to the solicited person a copy of all soliciting material with respect to the same subject matter or meeting received from all persons who shall furnish copies for that purpose and who shall, if requested, defray the reasonable expenses to be incurred in forwarding the material; and

(c) In addition, does no more than impartially instruct the person solicited to forward a proxy to the person, if any, to whom the person solicited desires to give a proxy, or impartially request from the person solicited instructions as to the authority to be conferred by the proxy and state that a proxy will be given if no instructions are received by a certain date;

(3) A solicitation by a person with respect to securities of which it is the beneficial owner;

(4) A solicitation through the medium of a newspaper advertisement which informs security holders of a source from which they may obtain copies of a proxy statement, form of proxy, and any other soliciting material, and does no more than:

(a) Name the issuer;

(b) State the reason for the advertisement; and

(c) Identify the proposal or proposals to be acted upon by security holders; and

(5) Any solicitation which the Commissioner finds for good cause should be exempted from this chapter or any part of this chapter.