References:
Securities Act of 1933; Section 2(a)(10)
--------------------Washington Service Bureau Summary--------------------
"...The staff, while not necessarily agreeing with counsel's analysis, will not
recommend Commission action if this company, either directly or indirectly,
through third-party providers of electronic production and/or transmission
services whose procedures satisfy the conditions set forth in pertinent
no-action precedent beginning with Private Financial Network (SEC No-Action
Letters Ind. & Summaries (WSB) #031097020 (March 12, 1997)) (the ""authorized
providers""), transmits road shows over the Internet, to the limited audience of
Schwab retail customers, individual investors who trade through Schwab and
specified eligible customers of such advisers (collectively, the ""eligible
offerees"") in reliance upon counsel's opinion that such transmissions are not
prospectuses within the meaning of 1933 Act section 2(a)(10). The staff notes
that Schwab is responsible as a 1933 Act seller with respect to the content of
each road show that it transmits to eligible offerees, either directly or
indirectly through an authorized provider, regardless of whether another
broker-dealer participating in the distribution of the securities and/or the
issuer is primarily responsible for such content. The staff's position is
limited to registered initial public offerings underwritten on a firm-commitment
basis in which Schwab is a member of the underwriting syndicate or selling
group. In addition, staff states that any offers to buy solicited pursuant to a
given IPO road show (or any other means) cannot be accepted at least until after
pricing where rule 430A pricing procedures are used. To the extent indications
of interest are solicited, such indications would not constitute offers to buy
capable of acceptance. The staff advises that because the Commission is
considering various issues arising from the use of electronic communications in
capital-raising transactions, including the appropriate regulatory treatment of
electronic road shows, its no-action position is subject to change. The staff
notes that this letter should not be viewed as taking a substantive position on
any of the issues presented in 1933 Act Release No. 7606A."
------------------------------------------------------------
[LETTER OF INQUIRY 1]
November 12, 1999
Ms. Catherine T. Dixon
Chief Counsel
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
re: Charles Schwab & Co., Inc.
CONFIDENTIAL TREATMENT REQUEST
Dear Ms. Dixon:
We are this date submitting, under separate cover, a request (the
"Request Letter") that the staff take a no-action position regarding certain
proposed activities of Charles Schwab & Co., Inc. ("Schwab") regarding internet
transmissions of road shows.
Pursuant to Rule 81(b) of the Commission's Regulation Concerning
Information and Requests, 17 C.F.R. ¤200.81(b), we hereby request that the staff
accord confidential treatment of the Request Letter, the information contained
in it, and the staff response to it, until the earlier of 30 days from the date
of such response or the first public announcement by Schwab of the information
contained in the Request Letter. This request for confidential treatment is
being submitted because certain of the facts set forth in that Request Letter
are not now public and are to some degree proprietary to Schwab, so that a
premature disclosure of them could adversely affect Schwab.
Thank you for your cooperation in this respect.
Very truly yours,
Simon M. Lorne
[LETTER OF INQUIRY 2]
November 12, 1999
Ms. Catherine T. Dixon
Chief Counsel
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
re: Charles Schwab & Co., Inc.
Dear Ms. Dixon:
We are writing on behalf of Charles Schwab & Co., Inc. ("Schwab"), the
second largest broker-dealer in the United States in number of customer
accounts, and the largest "online" broker-dealer, measured in accounts, assets
or volume of trades. While Schwab has some institutional accounts, the firm
primarily serves retail investors.
On behalf of Schwab, we write this letter to request your confirmation
that the Division of Corporation Finance (the "Division") would not recommend
that the Commission commence enforcement action pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), as a result of Schwab's making "road
show" meetings available (as live presentations or as recordings of live
presentations) in a password-protected internet environment in the manner
described below. The road shows would be available only to customers who have
met the financial criteria for Schwab Signature ServicesTM Gold
accounts and to certain independent investment advisers. Our request is based on
our legal and policy analyses of the relevant factors set forth in the remainder
of this letter.
Pursuant to Securities Act Releases No. 5127 (Jan 25, 1971) and 6269
(Dec. 5, 1980), seven copies of this letter are being submitted, and the
specific statutory provisions to which this letter pertains are identified in
the upper right-hand corner of the first page of the letter. If the staff were
preliminarily to reach the conclusion that it would be inclined in any material
respect to deny the request contained in this letter, we would appreciate the
opportunity to discuss the relevant issues further.
Background. Originally, road shows in connection with public
offerings of securities were intended as meetings between potential underwriting
syndicate and selling group members (together, "Participants") of a proposed
public offering and the issuer and the managing underwriter or underwriters. The
function of the meeting was two-fold. First, it provided the potential
Participants with the opportunity to understand the proposed offering better and
to evaluate whether they wanted to become Participants, committing their capital
if they joined as members of the formal underwriting syndicate. Second, at least
after passage of the Securities Act, it provided those Participants with the
opportunity to satisfy some of the elements of the "due diligence" defense to
potential liability under the Securities Act as provided by ¤¤11(b)(3)(A) and
12(a)(2) of that Act.
Over time, large, typically institutional, investors came also to be
invited to such road shows, and the road shows became more directly a part of
the selling process. At least by 1994, if not 10 to 15 years prior to that, such
participation by potential purchasers had come to be common, as noted in the
proceedings of the 26th Annual Inst. on Sec. Reg. (PLI) (1994). (See,
e.g., Schulte, "IPO Road Shows: A Primer for the Petitioner"; Sonsini, Char &
Hussick, "The Regulation of the Registration and Distribution Process under the
Securities Act of 1933" [both in the proceedings of that Institute].)
The statutory analysis during this period was that road shows, after the
filing of a registration statement (and even before its effectiveness), were
permissible communications under Section 5 of the Securities Act because they
were oral, rather than written, communications. Although not necessarily
required, preliminary prospectuses were typically distributed at the door to all
who came into the meeting (See Quinn and Jarmel, "Publicity Considerations for
Corporate Issuers: Getting the Message Across Under the Federal Securities Laws,
'Aircraft Carrier' Release Annotation," in Advanced Securities Law Workshop,
1999 (PLI) at 29). The communications at the meetings themselves, being oral,
were viewed as not being a "prospectus" within the meaning of Securities Act
¤2(a)(10) [formerly ¤2(10)]. It was universally recognized that the antifraud
provisions of the securities laws applied to such presentations and that they
should not contain material information that would have been required to be
included in the prospectus and registration statement for the offering. Any
written materials, such as charts, etc., used at the meeting were presented in
slide format (generally as a result of a view that such a presentation would not
involve a "written" communication within the ¤2(a)(10) meaning). Those
conducting the meetings were typically instructed not to distribute any written
materials other than the preliminary prospectus.
Enhanced Access. As communications technology advanced, so did
the desire for greater dissemination of road show-type information. Information
presented to the institutional investors who attended a road show would also be
useful to institutional investors in more remote locations who were not able to
attend. Video-recording or audio-recording was the first medium utilized for
such enhanced dissemination. This, however, raised a potential issue under the
Securities Act, in that ¤2(a)(10) provides that the term "prospectus" includes
any "communication, written or by radio or television, which offers any
security . . . ." [Emphasis added. The words "or television" were added to the
statute by amendment in 1954.]
The first no-action requests to address the issues involving such
recordings were concerned with the use of videotapes to be played for others.
Merchants National Corp. (Dec 12, 1975); Producers Funding Corp. (Dec. 28,
1981), (March 9, 1982); Exploration, Inc. (Oct. 9, 1986). These first letters
distinguished a video cassette from a "communication . . . by . . . television"
primarily on the ground that a video cassette was not a broadcast medium even
though it might use television technology (and would typically be played over a
television set). The statutory reference, it was argued, referred to television
as a broadcast medium, not as a type of technology. References were also made to
such communications as not being "directed to the public at large" (Exploration,
Inc. incoming letter dated July 22, 1986).
Apparently, the first no action request dealing with the live
transmission of a road show was Private Financial Network (March 12, 1997). That
letter, building on the distinctions in the prior no-action letters, took the
position that the references to radio and television in ¤2(a)(10) were
necessarily to radio and television broadcasts and that such broadcasts
necessarily meant "broadcasts scattered over a 360-degree radius, not
person-to-person transmissions." As a result, counsel concluded that the
transmissions to a carefully limited audience were not such "broadcasts."
Subsequent no-action requests then argued that the ¤2(a)(10) analysis
did not pose concerns as long as those who were permitted to view the
non-broadcasts were a select and relatively exclusive group. Net Roadshow, Inc.
(July 30, 1997); Bloomberg L.P. (Oct. 22, 1997); Thomson Fin. Services, Inc.
(Sept. 4, 1998). A typical formulation of the limitation on who might view the
presentation is that contained in the request of Activate.net Corporation (Sept.
21, 1999): "institutional investor[s] or other person[s] of a type the
underwriter would customarily invite to a road show . . . ." We understand that
attendees at actual (live) road show presentations often were not screened in
any way to confirm "eligibility" to attend. Nonetheless, given the limitations
set forth in the no-action responses, the group of persons allowed to view
recorded road shows was monitored.
In chronological order, it appears that the permissible group of viewers
was initially limited to the largest institutions, was then broadened to include
Rule 144A-type "qualified institutional buyers" (in transactions within the
framework of Rule 144A), and was then broadened further in an oral
interpretation by the staff to permit road show access in registered offerings
to individual investors who qualified as Rule 501 "accredited investors,"
provided that the underwriters responsible for the road show customarily invited
such investors to road shows in connection with such offerings.
While this line of analysis had a plausible compatibility with the
statutory language, it inevitably had the unfortunate side effect of supporting
a selective disclosure environment, as the staff (and the Commission) properly
noted in Sec. Act Rel. No. 7606(A) (Nov. 13, 1998) (the "Release"), ¤VII.A.2. As
practices relating to access to road shows have evolved, it is now the case, if
unintentionally, that of the various groups who might participate in a public
offering, only retail investors are discriminated against by being precluded
from getting the benefits available from receiving road show information.
If only a select few investors are entitled to view an electronic
transmission of the road show, via cassettes, closed circuit television-type
transmissions, or the internet, it follows that only retail investors will be in
the position of having to make investment decisions without access to the same
information. At the policy level, such an approach could be justified if the
oral information communicated during a road show were viewed as completely
immaterial to the investment decision. That conclusion, however, is difficult to
support when it appears that institutional investors find the information useful
in making investment decisions.
The Schwab Procedures. Schwab's operating philosophy is precisely
opposite the implicit (if unintentional) endorsement of selective disclosure
procedures contained in the no action requests to date dealing with electronic
road shows, and properly criticized by the staff and the Commission in the
Release. Schwab's view is that advances in information technology should empower
investors by making appropriate information accessible as widely, as quickly and
as efficiently as possible.
Consistent with that philosophy, Schwab believes that road show
information should not be reserved for a select few, but should be more broadly
available to investors who are considering participation in a given offering,
regardless of their individual size or market power. Schwab acknowledges that
access might be restricted (by website password protection) to accounts for
which participation in such investments is generally appropriate, and is not
proposing to make road shows generally available. In Schwab's specific case,
such concerns are covered by making road shows available only (a) through its
public offering website, which, as noted, is available only to accounts that
qualify at the Schwab Signature ServicesTM Gold
1 level (or above) and is password-protected, and (b) to independent
registered investment advisers, or advisers exempt from registration, for, among
others, individual investors who trade through Schwab ("Independent Investment
Advisers")
1 whose access to the internet presentation would also be
password-protected.
Schwab believes that it is not appropriate to make artificial
distinctions that keep relevant information hidden from retail investors who
might participate in the offering, while it is made available to all others who
might buy in the offering.
We would particularly argue that ¤2(a)(10) of the Securities Act should
not be read in such a way as to make an internet transmission of a road show a
"prospectus" if it is viewed by retail investors, but not if it is viewed by
other categories of investors. We also believe, for the reasons described later
in this letter, that a fair legal analysis of the issues supports the view that
the Schwab approach is consistent with investor protection and a sound
interpretation of the Securities Law.
In communicating road shows over the internet, Schwab proposes to follow
the following guidelines:
1
1. Road shows would be communicated over the internet only with respect
to initial public offerings of securities, and only after the relevant
registration statement has been filed and a preliminary prospectus is being
distributed. Included in the process of viewing (e.g., as part of the log-in
process) will be a representation that the viewer, by electing to view the
transmission, agrees not to re-transmit the content of the transmission, or
otherwise make it available, to others who are not eligible to view it under the
criteria identified in this letter.
2. A preliminary prospectus will be available to all those who are able
to view the road show, and a button will be available on the screen displaying
the road show, enabling the investor to view, print or download the preliminary
prospectus. A legend will be provided including language substantially to the
following effect:
"An offering of the securities of this issuer is in process, but is made
only by the prospectus. That prospectus is included in a registration statement
that has been filed with the Securities and Exchange Commission but has not yet
become effective. We urge you to review that prospectus carefully before making
any investment decision. To obtain it, double-click on the 'prospectus' icon
appearing on the screen.
"These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State. The Securities and
Exchange Commission does not endorse this offering, nor does any state
regulatory authority."
3. As noted above, these road shows for initial public offerings will be
made available only to (a) accounts that qualify for access to public offerings
through Schwab, at least as Schwab Signature ServicesTM Gold
accounts, with access to Schwab's password-protected public offering website or
(b) Independent Investment Advisers (and those to whom they provide access as
indicated in footnote 2), whose access would also be password-protected. As
noted above, these are all accounts that have met established financial
criteria.
4. If (as it is considering) Schwab presents such road shows through
arrangements with third-party vendors who have already adopted procedural
safeguards satisfactory to the staff of the Commission under existing no-action
precedent relating to electronic road shows, Schwab will abide by (and be
subject to) those same safeguards (other than limitations on the qualifications
of persons entitled to view the presentation, to the extent they are more
restrictive than those identified in this letter).
6. If Schwab presents such road shows itself, then it will adopt and
apply safeguards substantially the same as those referred to in item 3,
specifically including the procedures and safeguards identified below. Schwab
may also, on occasion, seek to include remote questions when the road show is
presented "live." To the extent Schwab can influence the presentation (as, for
example, the lead manager of a public offering typically can), Schwab will also
seek to ensure that the information presented is consistent with that contained
in the prospectus. The specific procedures and safeguards to be applied in
connection with any such road show will include (subject to the staff's
satisfaction with other procedures at the time):
(a) Ensuring that the road show transmitted over the internet is a
"live" or recorded transmission of a road show that is or was actually presented
live before a physically present audience of persons who are underwriting
Participants, eligible investors or both, and who have the ability to ask
questions and receive responses;
(b) Ensuring that the entire presentation, with questions and answers,
is included in the internet transmission (subject to unintended technological
malfunctions, editing to remove "dead" time, and overlays to provide updates or
correction of misstatements, omissions or mistakes and the like, and contact
information at Schwab, all as identified in prior no-action letters that have
received favorable responses);
(c) Limiting access, through assignment of a password, to any electronic
road show that it transmits, to persons or entities that have Schwab Signature
ServicesTM accounts at the Gold level or higher, or are Independent
Investment Advisers, as described above.
(d) Limiting the viewings by recipients in a manner heretofore described
in a no-action request that received a favorable response, such as a limitation
of two viewings per subscriber (Private Financial Network), viewings on one day
only (Net Roadshow) or unlimited viewings within a single 24-hour period
(Bloomberg; Thomson Financial Services);
(e) Giving only a single password to any one account or Independent
Investment Adviser;
(f) Transmitting only one version of a particular IPO road show during
the waiting period for that IPO (subject to editing as identified in (b) above);
and
(h) Requiring, as noted above in (1) above, that any recipient of a road
show transmission represent that the recipient will not copy, download or
re-transmit the content of the transmission, or otherwise make it available, to
others who are not eligible to view it under the criteria identified in this
letter.
Legal Analysis. As the prior no action requests have properly
identified, the key element of the legal analysis is determining whether the
road show constitutes a statutory "prospectus" within the meaning of Securities
Act ¤2(a)(10). However, we believe that the approach utilized for the analysis
should be carefully structured to eliminate unwarranted selectivity in the
disclosure process.
In applying ¤2(a)(10) to the present request, we begin with a simple
review of the statutory words. We would first argue that the internet as a
medium is simply not included within the statute, so that the
internet-distributed road show is no more within the definition of "prospectus"
than a live road show. The Congress faced a similar issue in 1954 with
television, the then-new media entrant. At that time, it appears that the
Congress was not satisfied that the words "communication, written or by
radio..." were sufficient to embrace television, and the statute was
specifically amended to include television as a medium of communication. The
relevant provisions of the statute have not since been amended.
Under these circumstances, it would seem to us that internet
communications, particularly those accompanied by appropriate controls,
including password protection, as envisioned by Schwab (and identified above),
are further removed from "radio or television" than "television" was from
"radio" in 1954. The essential element of the television communication relevant
to these questions is, in almost all instances, far more the verbal content than
the visual content. Nonetheless, the Congress was satisfied that "communication
... by radio" would not include televised communications. Similarly, internet
communications are simply not radio or television communications.
Second, we believe that the proposed manner of distribution is fully
consistent with prior no-action requests, and is far more fairly available to
investors who are eligible to participate in the offering. As noted above, prior
no-action letters have been issued for closed circuit transmission of a road
show. Private Financial Network (March 12, 1997). An internet transmission in a
password-protected environment is essentially no different, except that the
internet, rather than television, medium is used in the controlled environment.
In the system presently proposed, accounts at the Schwab Signature ServicesTM
Gold level or higher, who have met the specified criteria, and Independent
Investment Advisers, would be able to view the road show. Others would not be
able to. Whatever public interest there may be in restricting the audience has
been satisfied. (Although we would note our continuing view that such
limitations were not the intended thrust of the relevant language in Securities
Act ¤2(a)(10).)
Finally, we believe that the term "prospectus" itself must be recognized
as being subject to a flexible interpretation, consistent with the Supreme
Court's decision in Gustafson v. Alloyd Co., Inc., 513 U.S. 561; 115 S. Ct.
1061; 31 L. Ed. 2d 1 (1995). While we might come to a different conclusion in
the absence of a controlled environment--where the road shows themselves might
have an enhanced risk of encouraging investments by accounts for which they
would not be appropriate--that is not the case in the present context. In this
context, as described above, Schwab's procedures are reasonably designed to
ensure both (1) that road show information is transmitted only to those with
access to a password-protected public offering website, and (2) that a formal
prospectus, in the form included in the registration statement, is readily and
easily available to each account that views the road show.
We understand, of course, that the anti-fraud proscriptions of
Securities Act ¤17(a), Securities Exchange Act ¤10(b), and the Commission's Rule
10b-5, as well as Securities Act ¤12(a)(2), would be fully applicable to the
statements made at the road show whether or not it is communicated over the
internet.
Conclusions. For the reasons described above, we believe that an
internet presentation of a road show for a public offering of securities,
appropriately prepared and shown (such as in accordance with the procedures
described above), when preceded or accompanied by a preliminary prospectus
containing the information set forth in the registration statement for the
offering, is not and should not be considered to be a "prospectus" within the
meaning of Securities Act ¤2(a)(10). Our conclusion is based on sound policy
analysis and is consistent with a literal reading of Securities Act ¤2(a)(10).
As access to information generally, and the availability of road shows
in particular, have evolved, it is no longer defensible to maintain an
environment in which all potential purchasers in a public offering other than
retail investors have the opportunity to see and hear the officers of the issuer
discuss the company. Step by step over the last several years the circle of
potential purchasers given that opportunity has expanded. Now it is time to
permit all potential purchasers in an offering to make their decision based on
the same available information. In the context of registered public offerings,
the norm should be equal public access of all potential purchasers to all
relevant information. Retail investors should not be the only category to whom
this information is denied.
We believe that under all of these circumstances the Commission should
not consider, and the Division should not recommend, enforcement action if
Schwab were to proceed as outlined above.
Please do not hesitate to call the undersigned if there is additional
information that we can provide you.
Very truly yours,
Simon M. Lorne
[STAFF REPLY LETTER]
November 15, 1999
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
Re: Charles Schwab & Co., Inc. ("Schwab")
Incoming letter dated November 12, 1999
Based on the facts presented, but without necessarily agreeing with your
analysis, the Division will not recommend enforcement action to the Commission
if Schwab transmits roadshows over the Internet in the manner described in your
letter (i.e., either directly or indirectly, through third-party
providers of electronic production and/or transmission services whose procedures
satisfy the conditions set forth in pertinent Division no-action precedent
beginning with Private Financial Network (March 12, 1997) ("Authorized
Providers")), to the limited audience of Schwab retail customers, Independent
Investment Advisers (as defined in your letter) and specified eligible customers
of such Advisers (all three groups collectively referred to as "Eligible
Offerees"), in reliance on your opinion of counsel that such transmissions are
not prospectuses within the meaning of Section 2(a)(10) of the Securities Act of
1933 ("Securities Act"). We note that Schwab is responsible as a Securities Act
seller with respect to the content of each roadshow that it transmits to
Eligible Offerees, either directly or indirectly through an Authorized Provider,
regardless of whether another broker-dealer participating in the distribution of
the securities and/or the issuer is primarily responsible for such content.
This no-action position is limited to registered initial public
offerings underwritten on a firm-commitment basis in which Schwab is a member of
the underwriting syndicate or selling group. In addition, we remind you that any
offers to buy solicited pursuant to a given IPO roadshow (or any other means)
cannot be accepted at least until after pricing where Rule 430A pricing
procedures are used. To the extent indications of interest are solicited, of
course, such indications would not constitute offers to buy capable of
acceptance.
Because the Commission is considering various issues arising from the
use of electronic communications in capital-raising transactions in Securities
Act Release No. 7606A (Nov. 13, 1998), including the appropriate regulatory
treatment of electronic roadshows, you should be aware that our no-action
position is subject to change by the Commission. For this reason, we
particularly do not address here whether Internet-based or other electronic
communications should be treated as "written" or "oral" for purposes of
Securities Act regulation. Our position rests on policy considerations alone,
including the Commission's goal of reducing selective disclosure of material,
offering-related information typically provided during roadshows, and should not
be viewed as taking a substantive position on any of the issues presented in
Securities Act Release No. 7606A.
Your request for confidential treatment pursuant to Rule 81(b) of the
Commission's Regulation Concerning Information and Requests [17 C.F.R.
¤200.81(b)], submitted by separate letter dated November 12, 1999, has been
granted until the earlier of (a) 30 days from the date of this response; or (2)
the date that any information contained in your letter or this response is made
publicly available by Schwab.
This position is based on the representations made in your letter, as
well as your opinion of counsel. Different facts or conditions therefore might
require a different result. Moreover, this letter expresses the Division's
position on enforcement action only, and does not express any legal conclusion
on the question presented. Finally, because regulatory responses to legal issues
raised by rapid developments in information technology necessarily must evolve,
this no-action position may be re-evaluated by the Division or, as previously
noted, changed by the Commission.
Sincerely,
Brian J. Lane
Director
1Schwab Signature ServicesTM accounts are those that meet
specific criteria of trading and investment experience. They, together with the
Independent Investment Advisers referred to in note 2 below, and those advisees
of the Independent Investment Advisers who might have access to the road shows
as indicated in note 2 below (i.e., the universe of those to whom the road shows
would be accessible through Schwab) currently comprise less than 20% of Schwab's
6.3 million active customer accounts. The Gold level--which is the minimum level
at which Schwab makes access to the public offering website available--requires
significant trading experience (at least 24 trades per year) or asset
accumulation (at least $500,000 equity in household investment positions).
1These are a limited number (fewer than 10,000) of registered (or
exempt) investment advisers, and the accounts that they advise are administered
independently of the Schwab Signature ServicesTM accounts. All of the
Independent Investment Advisers have accounts with Schwab. All of the
Independent Investment Advisers are of such a nature that they would be entitled
to view road show presentations under the existing no-action positions referred
to in the text, and in most instances the Independent Investment Advisers have
discretionary trading authority over the account. In any event, it is the
Independent Investment Adviser, and not the account holder, to whom Schwab
proposes to provide access to the road show. Schwab will make it a condition of
access to road shows by such Independent Investment Advisers that they agree not
to make the road show presentations available to persons who would not otherwise
be entitled to view them (e.g., as the equivalent of Schwab Signature ServicesTM
customers themselves).
1In addition to these limitations of direct relevance to the
communication of road shows. Schwab would continue to apply its normal processes
to subsequent sales.