Information is “material” if its disclosure would probably have an impact on the priceof a security or if reasonable investors would want to know the information before making an investment decision. In other words, information is material if it would

significantly alter the total mix of information currently available about a security insuch a way that the price of the security would be affected.

The specificity of the information, the extent of its difference from public information, its nature, and its reliability are key factors in determining whether a particular piece of information fits the definition of material. For example, material information may include, but is not limited to, information on the following:

■ earnings;

■ mergers, acquisitions, tender offers, or joint ventures;

■ changes in assets or asset quality;

■ innovative products, processes, or discoveries (e.g., new product trials or research efforts);

■ new licenses, patents, registered trademarks, or regulatory approval/rejection ofa product;

■ developments regarding customers or suppliers (e.g., the acquisition or loss of acontract);

■ changes in management;

■ change in auditor notification or the fact that the issuer may no longer rely onan auditor’s report or qualified opinion;

■ events regarding the issuer’s securities (e.g., defaults on senior securities, callsof securities for redemption, repurchase plans, stock splits, changes in dividends, changes to the rights of security holders, and public or private sales of additional securities);

■ bankruptcies;

■ significant legal disputes;

■ government reports of economic trends (employment, housing starts, currencyinformation, etc.);

■ orders for large trades before they are executed; and

■ new or changing equity or debt ratings issued by a third party (e.g., sell-siderecommendations and credit ratings).