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Interpretive and Exemptive Letters

Texas State Securities Board's Interpretive and Exemption Letters from January 7, 1993 through March 5, 2012.

1st Home Federal Savings And Loan Association of the Carolinas, F.A.; §7; No Action Recommended 8/13/1993

No action recommended to require registration of the beneficial interests of a liquidating trust to be distributed to stockholders of a savings and loan where the plan to liquidate the savings and loan had been approved by Office of Thrift Supervision.

$198,895,000 Massachusetts Water Resources Authority Multi Modal Subordinated General Revenue Refunding Bonds 1998 Series D; §5.M; Rule 139.15, 3/12/1999

§5.M available for the issuance of bonds by the Massachusetts Water Resources Authority, a governmental agency of the Commonwealth of Massachusetts (the “Authority”). The proceeds of the bonds will be used to finance and refinance a portion of the Authority’s capital program. The payment of the bonds will be guaranteed by a municipal bond insurance policy (the “Policy”) issued by a New York insurer authorized to do business in Texas. Each investor in the bonds will have the right to tender the bonds back to the Authority on certain dates, and this right is supported by a standby bond purchase agreement with the bond trustee and a subsidiary of General Electric Capital Corporation (the “Repurchase Agreement”). The Policy and the Repurchase Agreement will be offered and sold only with the bonds, and no additional consideration must be paid for them. The staff noted that Rule 139.15 is available to exempt the Policy from registration and recommended no action to require registration of the offer and sale of the Repurchase Agreement.

“The World of ResidenSea” Luxury Passenger Vessel and Marketing of Residence Apartments, §7; §12; no action recommended, 5/14/1997

No action recommended to require registration of the offer and sale of residential contracts or agreements and memberships by ResidenSea Limited, where a contract will afford the exclusive right to use and occupy an apartment on a luxury ship and the membership will afford certain non-equity club benefits (like access to common facilities) to residents. The staff noted, among other things, that the arrangements were consistent with the offering of a home rather than a vacation time-share, that the residences would not be marketed as investment opportunities, that the arrangements will not involve any ownership interest in the ship or the ship owner or any corresponding right (such as general voting rights, dividend rights, or rights to profits), that each resident will have responsibility for its own apartment (as a condominium or cooperative owner would), and that the residences and corresponding memberships will be subject to certain transfer restrictions. The staff also recommended no action to require the ship owner or its agents to register as a dealer.

Abbey Healthcare Group Incorporated §6(F); §7; No Action Recommended, 10/21/1993

§6.F available for issuance of senior notes by an issuer quoted on Nasdaq’s National Market System, which were guaranteed by issuer’s subsidiaries. The subsidiary guarantees were full and unconditional and not separately tradable from the senior notes. No action recommended to require registration of guarantees of senior notes by issuer’s subsidiaries.

Ace Hardware Corporation; §7; §12; No Action Recommended, 9/25/1995

No action recommended to require registration of shares to be issued by hardware wholesaler to its network of retail hardware dealers where shares sold exclusively to hardware dealers participating in the network. Each participant must purchase one Class A share and 40 or 50 Class C shares, each priced at par value. The shares were not entitled to any dividends and transfer of the shares was highly restricted. No action recommended to require registration of the company or its officers or employees as dealers.

Acres Gaming Incorporated; §5.E; Rule 109.1(B)(1), 11/10/1995

§5.E available for the exercise of warrants to purchase common stock absent a scheme to evade registration requirements.

Advantage Eye Care, Inc.; §7; No Action Recommended, 11/14/1996

No action recommended to require registration of the offer and sale of shares of Advantage Eye Care Inc. (“Advantage”), a cooperative for optometrist-shareholders in purchasing, and negotiating discounts for, services and products. The shares would be offered and sold only to a limited number of optometrists licensed in Texas without any public advertisement or general solicitation and without any commission or other remuneration paid to solicit any offerees or purchasers. The transfers and resales of the shares would be restricted under each subscription agreement and a shareholders’ agreement among the shareholders of Advantage. A shareholder would have no expectation of profits or dividends and no anticipation of any appreciation in the value of the shares. The sole benefit to a shareholder would be the opportunity to save money on purchases of services and products through Advantage.

Alcatel 2000 Share Purchase And Option Plan For Employees Of U.S. Subsidiaries §5.I(b) 10/24/2000

§5.I(b) available for the offer and issuance by Alcatel S. A., a French company (“Alcatel”), of American Depositary Shares representing shares of Alcatel under Alcatel’s 2000 Share Purchase and Option Plan for Employees of U. S. Subsidiaries (the “Plan”). The lead U.S. subsidiary of Alcatel, Alcatel USA, Inc. (“Alcatel USA”), is implementing and administering the Plan for employees of participating U.S. subsidiaries of Alcatel. No commission or other remuneration will be paid for the solicitation of employees to participate in the Plan. The staff also noted that none of Alcatel, Alcatel USA and the other U.S. subsidiaries of Alcatel, and their respective directors or employees administering the Plan must be registered as dealers or agents because of their activities in connection with the Plan.

Allstate Bank §5.L; §5.M; §12; Rule 109.17, No Action Recommended, 4/9/2002

Affiliates of federal savings bank proposed to offer and sell savings bank CD’s, including those in excess of FDIC insurance limits. Registration of certificates of deposit issued by federal savings bank not required when sold by issuer or its personnel under §5.L. Dealer registration required for agents of affiliated insurance company selling CDs. §5.M exemption not available where CDs could exceed amount of FDIC insurance. Staff expressly declined to adopt holding of Marine Bank v. Weaver that CDs are not securities, but offered to consider waiver of general securities examination in connection with registration of agents who were to conduct limited securities-related activities.

Alpha Funds Website; §4.N; §12; No Action Recommended, 4/9/2009

No action recommended to require registration as investment advisor of publisher of website providing impersonal proprietary information and rankings of publicly-traded mutual funds.

Ambac Assurance Corporation (Segregated Account) §4(C); §5(F), 11/23/2010

Wisconsin Insurance Commissioner required Ambac to establish a Segregated Account following losses inAmbac's insurance portfolio and resulting downgrades of its financial ratings. The insurance commissioner was appointed rehabilitator of the Segregated Account. A Segregated Account is considered a separate insurer. The Segregated Account proposed to issue notes in connection with the satisfaction of claims against the Segregated Account. The identity or number of ultimate beneficial holders of the notes could not be determined. The issuance of the notes was subject to the approval of a court. The staff confirmed that the §5.F exemption was available for the issuance of the notes pursuant to a court order rehabilitation plan, even though the notes were not issued by the company itself, nor by a successor to the company, as the Segregated Account was considered a separate insurer.

American Pharmacy Cooperative, Inc.; §7; §12; No Action Recommended, 7/18/2000

No action recommended to require registration of shares of American Pharmacy Cooperative, Inc., An Alabama corporation qualified to do business in Texas (the “Cooperative”) that was formed to enable member retail pharmacists (“Members”) to aggregate buying power in negotiating discounts to purchase pharmaceutical products from manufacturers. Each Member would be required to purchase 100 shares of the Cooperative for $1,500. The only benefit of share ownership would be access to lower prices for pharmaceutical products. The shares would be non-transferable and not entitled to any dividends, though each Member would be entitled to patronage dividends based on that Member's annual volume of business done with the Cooperative. The staff also recommended no action to require registration as dealers of the personnel of the Cooperative who offer and sell shares to independent pharmacists in Texas.

American Pharmacy Service Corporation; §7; §12; No Action Recommended, 6/29/2001

Your letter and supplemental materials indicate that American Pharmacy Services Corporation ("APSC" or "Cooperative"), a Kentucky corporation, was formed for the purpose of enabling member retail pharmacists ("Members") to aggregate their buying power in negotiating discounts on the purchase of pharmaceutical products from the manufacturers of such products. According to your letter, the Cooperative intends to obtain Members in Texas by making an offering of shares of common stock of APSC ("Shares") and patronage dividend certificates of indebtedness ("Certificates") to certain pharmacies located in Texas, inviting them to become Members of the Cooperative. The primary benefit of being a Member, as stated in your letter, is the lower prices received on pharmaceutical products.

American Rivers Oil Company; §5.G, 9/28/1999

The materials describe the first proposed transaction (the "Merger") pursuant to which American Rivers Oil Company ("Wyoming"), a Wyoming corporation, will merge with a newly-formed subsidiary ("Delaware Subsidiary"), a Delaware corporation, of America Rivers Oil Company ("Delaware Parent"), also a Delaware corporation. On completion of the Merger between Delaware Subsidiary and Wyoming, Delaware Subsidiary will be the surviving entity. The Merger must be approved by affirmative vote of the shareholders of a majority of the Wyoming common stock and Class B common stock, voting as a single class. In the Merger, each holder of Wyoming common stock or Class B common stock ("Wyoming Stock") will receive 0.11 shares of Delaware Parent ("New Stock"). Holders of Wyoming Stock will not give or promise any consideration for their New Stock they will receive other than the shares of Wyoming Stock held by them immediately prior to the Merger.

Amnex Inc. Acquisition Of Capital Network System, Inc.; §5.G, 6/26/1996

Wisconsin Insurance Commissioner required Ambac to establish a Segregated Account following losses inAmbac's insurance portfolio and resulting downgrades of its financial ratings. The insurance commissioner was appointed rehabilitator of the Segregated Account. A Segregated Account is considered a separate insurer. The Segregated Account proposed to issue notes in connection with the satisfaction of claims against the Segregated Account. The identity or number of ultimate beneficial holders of the notes could not be determined. The issuance of the notes was subject to the approval of a court. The staff confirmed that the §5.F exemption was available for the issuance of the notes pursuant to a court order rehabilitation plan, even though the notes were not issued by the company itself, nor by a successor to the company, as the Segregated Account was considered a separate insurer.

AmREIT and REIT Plus, Inc., §5.G; §7; §12; no action recommended, 6/30/2009

No action recommended to require registration of shares of surviving REIT to be issued to shareholders of merging REIT where merger approved by shareholders of each.

Anthem, Inc., §6.F; §12; no action recommended, 8/8/2001

Reorganization under which mutual insurance company would convert to stock company and become subsidiary of new holding company. The conversion would be approved by a vote of the policyholders and by the Indiana insurance regulators. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and agents were to contact policy holders, answer inquiries, and discuss the reorganization with policy holders, without special compensation. No action was recommended to require such persons to be registered as dealers. Call center personnel who were not employees of Company were to respond to policy holder’s inquiries and discuss reorganization using scripted answers. No action recommended to registration of stock issued as part of the conversion. §6.F exemption from registration available for holding company IPO.

Archstone Smith Operating Trust, §7; No Action Recommended, 9/26/2007

No action recommended to require registration of new series of units of trust to be issued to its unit holders pursuant to merger to facilitate acquisition

Assemblies of God Loan Fund, §5.R; §6.J, 1/20/1995

§6.J available for notes offering by not-for-profit corporation organized under Missouri law exclusively for religious, charitable and educational purposes. Officers, directors or employees of the church who sell such notes will be exempt from dealer registration under §5.R.

Associated Pharmacies, Inc., §7; §12; no action recommended, 4/7/2003

No action recommended to require registration of memberships in cooperative purchasing corporation where no potential for gain on sale of membership and dividends proportionate to purchases through cooperative. No action recommended to require registration of cooperative’s officer as dealers.

Atlanta Marriott Marquis II Limited Partnership §5(G) 11/21/1997

§ 5.G unavailable for the proposed sale or transfer of limited partnership interests of one Delaware limited partnership (the “Surviving Partnership”) in connection with the merger of another Delaware limited partnership (the “Merging Partnership”) with and into the Surviving Partnership, because neither the Surviving Partnership nor the Merging Partnership is a corporation. Also, the staff declined to recommend no action to register the offer and sale of the limited partnership interests of the Surviving Partnership to the Texas residents that are limited partners of the Merging Partnership.

Austin Diagnostic Clinic Association, §7; §12; no action recommended, 3/24/1997

No action recommended to require registration of the distribution of limited partnership interests as bonus compensation to existing shareholders of Austin Diagnostic Clinic Association, a Texas professional association (“ADCA”), in connection with the conversion of ADCA to a Texas limited partnership, where no communication or remuneration will be paid in connection with the distribution, the recipients will not be obligated to pay any consideration or provide any additional services for the interests, the transferability of the interests will be restricted, and the recipients will make various typical investment representations. The staff also recommended no action to require registration of ADCA as a dealer in connection with the distribution.

Beazer Homes U.S.A. Inc. §6(F) §7 Rule 111.2 No Action Recommended 1/27/1994

§6.F available for issuance of senior notes by an issuer approved for listing on NYSE which were guaranteed by issuer’s subsidiaries. The subsidiary guarantees were unconditional and not separately tradable from the senior notes. No action recommended to require registration of guarantees of senior notes by issuer’s subsidiaries.

Bryan-College Station Financial Holding Company, §7; §12; no action recommended, 10/17/1997

No action recommended to require registration of the issuance of shares of a proposed thrift holding company conducting a public offering registered with the SEC in connection with a reorganization of First Federal Savings Bank (“First Federal”), a thrift regulated and supervised by the United States Office of Thrift Supervision (the “OTS”). The reorganization, which will involve a reverse triangular merger by which First Federal will become the wholly-owned subsidiary of the holding company, is subject to approval by the shareholders of First Federal and by the OTS. The holding company will also be subject to regulation by the OTS. The proceeds of the public offering will be used in part to pay cash to shareholders of First Federal that do not elect to exchange their shares for shares of the holding company. The staff also recommended no action to require registration of the holding company and its executive officers and directors as dealers in connection with the offering and the reorganization.

C.S.B. Bancshares, Inc., §5.G, 5/19/1993

§5.G available for reorganization by merger of a bank into a single bank holding company in which shareholders of the bank may exchange their shares of bank stock for either stock of the bank holding company or subordinated debentures to be issued by the bank holding company.