Sources and Manual Maintenance
This appendix identifies reference sources and explains how to maintain the manual as requirements, services, and provider arrangements change.
A training manual explains the process. Current rules, transaction documents, and authorized specialist review determine what applies to a particular offering.
Reference-directory review date: October 1, 2026. This date identifies preparation of this appendix; it does not represent legal approval or a complete revalidation of every earlier chapter.
| Understand | the | Different | Types | of | Sources |
|---|---|---|---|---|---|
| Not every | publication has | the same | authority. | ||
| Source type | Purpose How | to use | it | ||
| Statute Establishes | legal requirements | enacted by | a |
legislature
Have counsel evaluate its application
Regulation or rule Establishes requirements under delegated authority
Consult the current text and effective dates
Regulatory order Establishes a decision or relief for defined circumstances Review its scope, conditions, duration, and eligible participants Staff guidance Explains staff views or interpretations Use with awareness of its stated status and limitations Compliance guide Summarizes requirements in accessible language Use as an introduction alongside the underlying rules Exchange rule Establishes requirements for the relevant exchange Identify the applicable market, issuer, and transaction Accounting standard Governs financial reporting within its scope Refer application questions to accounting specialists Transaction document Establishes contractual rights and obligations Review the executed or operative version Marketing material Describes services or investments Verify claims against stronger supporting sources A proposal, speech, advisory recommendation, or press announcement should not be described as an effective rule without confirming the underlying action.
Regulation A Reference Sources
The eCFR provisions and SEC guidance are starting points for evaluating the exemption. The issuer guide does not replace analysis of the actual issuer, instrument, and transaction. [R51] Questions to recheck before transaction use
- Is the proposed issuer eligible?
- Is the proposed security eligible?
- What offering and selling-securityholder limits apply?
- What communications are permitted at the current stage?
- What financial statements and reports are required?
- What purchaser limits or exceptions apply?
- What state-law requirements remain relevant? Record the answer’s source, date, and reviewer.
Tokenized Securities and Trading References
The tokenized-securities statement describes staff views. It distinguishes arrangements that can give holders different rights and counterparty exposure. [R02]
Check new trading developments carefully
A new authorization or exemption may apply only to specified: Securities; Venues or intermediaries; Participants; Technology arrangements; Reporting conditions; Time periods.
It does not automatically establish that every tokenized security can trade through every venue. For example, the SEC announced temporary, conditional relief for certain tokenized securities venues in September 2026. Any reliance requires review of the underlying order and its conditions; the announcement alone is not an operating authorization for a particular platform. [R34]
| Broker-Dealer | and | Communications | References |
|---|---|---|---|
| Registration information and service scope | answer different questions. A registration | record does not establish | |
| that a firm has agreed | to underwrite, distribute, custody, or | trade a particular security. | |
| Communications requirements must be evaluated | for the relevant organization, activity, | audience, and channel. |
| Listed-Company | References |
|---|---|
| NYSE and | NYSE American have different rule resources. Similarly, Nasdaq requirements should be checked for |
| the relevant market and transaction. | [R61] |
| Older annual guidance letters can provide | background, but they should not substitute for current rules and |
| subsequent | changes. |
| Prospect-research practice: | Check newer filings for changes in: |
| Executive roles; | Financing arrangements; Asset ownership; Business plans; Share counts; Listing status; |
| Material | risks. |
| An older investor presentation may have | been superseded. |
| Accounting | and | Valuation | References |
|---|---|---|---|
| FASB identifies its Codification as | the authoritative source of nongovernmental | U.S. GAAP, with SEC-issued | |
| requirements also relevant to SEC | registrants. Accounting conclusions require analysis | of the facts and | |
| applicable | provisions. | [R62] | |
| Topics for | specialist review | ||
| Depending on the | transaction, review may | involve: | |
| Intangible assets; Debt and | equity classification; Embedded features; | Consolidation; Transfers between related | |
| entities; Revenue | arrangements; Fair-value | measurement; Disclosures. |
A general tokenization article cannot establish accounting recognition for a specific asset.
Intellectual Property References
The USPTO databases provide recorded assignment information. Complete ownership and financing analysis may also require underlying agreements, corporate records, licenses, creditor documents, and legal review. [R64] Recordation, commercial value, accounting recognition, and collateral availability are separate questions.
Transaction Documents as Sources
Public references explain general requirements. Transaction documents establish the proposed or actual arrangement.
| Question | Documents | to | review |
|---|---|---|---|
| Who owes payment? | Instrument terms, guarantees, | and related agreements | |
| What does the investor own? | Charter, security terms, ownership records, | and subscription documents | |
| What collateral exists? Security | agreements, asset records, filings, | and creditor arrangements | |
| How are royalties calculated? | Payment definitions, licenses, reporting | provisions, and verification rights | |
| Who provides each | service? Provider agreements | and engagement letters | |
| How are transfers processed? | Governing terms, recordkeeping procedures, | and technical specifications | |
| What trading access exists? | Venue requirements and actual | admission arrangements | |
| What insurance applies? | Policy terms, endorsements, | limits, and exclusions | |
| Distinguish drafts from executed agreements. | A proposed term should remain | labeled Proposed until its status |
changes.
Maintain a Source Register
A source register connects important statements to supporting evidence.
Field What to record
| Claim | ID | Unique | reference |
|---|---|---|---|
| Manual location Chapter, | appendix, table, or | script | |
| Statement supported | Exact claim | or topic | |
| Source Title | and issuing | organization | |
| Link or document location | Where the source can | be retrieved | |
| Source type Rule, | order, guidance, agreement, | or other | |
| Publication/effective date Distinguish | the two where | applicable |
Last checked Date reviewed
| Reviewer | Responsible | person |
|---|---|---|
| Applicability | Relevant entities, instruments, or circumstances | |
| Limitations | Conditions, exceptions, or unresolved issues | |
| Next review | Date or triggering event | |
| Example: | Claim: Trading-venue access does not guarantee liquidity.Location: Chapters 14, 18, and Appendix | |
| C.Supporting basis: | Applicable venue arrangements and market conditions.Limitation: Any contractual | |
| redemption or liquidity commitment requires separate | review.Owner: Trading operations and compliance. |
Assign Maintenance Responsibilities
These are suggested internal responsibilities.
| Role | Responsibility |
|---|---|
| Manual owner | Coordinates revisions and publishes the current edition |
| Securities counsel | Reviews legal descriptions and transaction requirements |
| Compliance lead | Reviews role boundaries, communications, and supervisory procedures |
| Role | Responsibility |
|---|---|
| Accounting lead | Reviews accounting explanations and financial examples |
| Operations lead | Reviews issuance, records, custody, payments, and recovery processes |
| Trading contact | Reviews venue descriptions and trading capabilities |
| Commercial lead | Reviews service scope, fees, and engagement claims |
| Training lead | Updates exercises and communicates changes |
| Assign a named person or team | to each responsibility. Avoid an unowned instruction to “check with compliance.” |
Use Scheduled and Event-Driven Reviews
The following schedule is a suggested internal process, not a regulatory requirement.
| Review | Suggested | timing |
|---|---|---|
| Links and source availability | Quarterly | |
| Provider names, roles, | and |
capabilities
Quarterly and whenever arrangements change
Manual content review At least annually
Offering-specific materials Before use and when the offering changes
Numerical examples Whenever assumptions or wording change
Regulatory developments When relevant final actions or guidance are issued
Significant communication error Promptly after discovery
Events requiring earlier review include: A new rule or conditional exemption; A provider change; A revised service agreement; A changed fee schedule; A new custody or recovery arrangement; A modified offering or share class; A withdrawn capability; An identified material error.
Apply a Controlled Revision Process
- Identify the change. Record the source or operational event.
- Assess affected content. Search chapters, scripts, tables, FAQs, and training exercises. Assign reviewers. Route each issue to the responsible specialists; Revise consistently. Update all related claims and examples; Check calculations and links. Confirm the revised material works as intended; Publish the new version. Identify its status and date; Withdraw outdated material. Remove superseded versions from active-use locations; Notify the team. Explain what changed and which activities are affected; Retrain where needed.
Reassess material misunderstandings. Retain prior versions according to the applicable recordkeeping process.
Version and Change-Log Templates
Document control
Field Entry
Manual title Regulation A+ Tier 2 and Tokenization
| Version | [Number] |
|---|---|
| Publication date | [Date] |
| Manual owner | [Name/team] |
| Status | Draft / Under review / Approved for specified use |
| Intended audience | [Roles] |
| Approved use | [Internal training or other defined use] |
| Next scheduled review | [Date] |
| Current location | [Controlled document location] |
Do not mark the manual approved until the appropriate review has occurred.
Change log
| Version | Date | Change | Affected | sections | Reviewer |
|---|---|---|---|---|---|
| [Number] | [Date] | [Description] | [Locations] | [Name/team] | |
| A useful | entry explains | the substantive | change: | ||
| “Revised trading language | to distinguish venue | eligibility from actual | execution; updated objection | responses | |
| and | assessment | answers.” |
Keep the Manual and Deck Aligned
When a slide deck is created from the completed manual: Use the same definitions and provider-role descriptions; Preserve conditions that materially affect a benefit; Keep hypothetical examples clearly labeled; Avoid replacing a qualified explanation with an absolute headline; Track the source manual version used; Update both deliverables when a shared claim changes.
For example, a manual explanation that trading depends on venue eligibility and available buyers should not become a slide titled “Guaranteed Investor Liquidity.” A shorter format still needs accurate meaning.
| Release | Review |
|---|---|
| Before distributing a new edition, | confirm: |
| Regulatory statements have current supporting sources; | Rules, guidance, proposals, and conditional relief are |
| distinguished; | Provider roles match actual arrangements; Investment rights match the documents being |
| described; | Benefits and tradeoffs are presented accurately; Accounting and valuation statements remain |
| separate; | Calculations are correct and assumptions visible; Scripts fit their intended audience and use; Links and |
| cross-references work; | Review status and version information are accurate. |
