Rule 176

Circumstances Affecting the Determination of What Constitutes Reasonable Investigation and Reasonable Grounds for Belief Under Section 11 of the Securities Act

In determining whether or not the conduct of a person constitutes a reasonable investigation or a reasonable ground for belief meeting the standard set forth in section 11(c), relevant circumstances include, with respect to a person other than the issuer.

a. The type of issuer;

b. The type of security;

c. The type of person;

d. The office held when the person is an officer;

e. The presence or absence of another relationship to the issuer when the person is a director or proposed director;

f. Reasonable reliance on officers, employees, and others whose duties should have given them knowledge of the particular facts ;

g. When the person is an underwriter, the type of underwriting arrangement, the role of the particular person as an underwriter and the availability of information with respect to the registrant; and

h. Whether, with respect to a fact or document incorporated by reference, the particular person had any responsibility for the fact or document at the time of the filing from which it was incorporated.