How to set up your company's Direct Stock Purchase Program

Frequently Asked Questions

1) What Is Direct Purchase?

2) Why Should an Individual Investor Participate? What are the Advantages?

3) How a Company Gets Started

4) How an Investor Gets Started

5) Costs (With the Issuance of the Recent No Action Letter)

6) Keys to a Successful Direct Purchase Implementation


7) Sample Letter to the SEC for Approval (No Action Letter)

Sample Notice to the Securities
and Exchange Commission of Claim
to Class Exemption From Rule 10b-6

[Letterhead of Issuer, DRSPP Agent, or Counsel to Either]


[Date]

Brandon Becker, Esq.
Director
Division of Market Regulation
Securities and Exchange Commission

Re: Notice of Reliance on Exemption From Rule 10b-6 Pursuant
to Commission Release No. 33-7114 and 34-35041

Dear Mr. Becker:


In accordance with the terms of Securities and Exchange Commission Release No. 33-7714 and 34-35041, December 1, 1994, and the Commission Letter to Mr. Michael J. Foley that accompanies that release, this letter serves to notify the Commission that [insert name of the issuer], its affiliated purchasers, and its Dividend Reinvestment and Stock Purchase Plan Agent, [insert name of the Service Program Agent], intend to rely on the order contained in the release granting exemption from Rule 10b-6 under the Securities Exchange Act of 1934, as amended. The [insert name of issuer] also hereby represents that its Dividend Reinvestment and Stock Purchase Plan will be operated in a manner consistent with the conditions of that order of exemption.


Sincerely yours,



[Authorized Signature]

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