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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.

D.R. Saur Financial, Inc., §4.N; §4.P; §12; no action recommended, 10/13/1904

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration as investment adviser or investment adviser representative of credit unions that referred clients to registered investment adviser in return for a percentage of investment adviser management fees generated by the referred client. No action recommended to require dealer registration for credit unions involved in similar arrangement.
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Daniel A. Breen, III; DB3 Holdings Corp.; Skiles Partners, L.P.; and Furtherfield Partners, L.P., Rules 109.3(c) [now Rule 109.6(b)] and 139.1(b), 7/7/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
The staff determined that Rule 139.1(b), which excepted from the investment-adviser registration requirements any person that renders investment advice to any entity described in Rule 109.3(c)(1) (i.e., “accredited investors” as defined in Rule 501(a)(1)-(4), (7), and (8) of the SEC’s Regulation D), did not apply to an entity composed entirely of individual accredited investors. Accordingly, the staff declined to recommend no action to require registration as an investment adviser of the general partner (and the controlling persons of the general partner) of a proposed limited partnership hedge fund having as limited partners only persons who were accredited investors.
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Development Authority of Burke County, §5.M; §7; no action recommended, 11/22/1994

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.M available for bond offering by a public body, corporate and politic of the State of Georgia. Issuer was to re-loan the offering proceeds to an electric cooperative operating on a not-for-profit basis. The bonds were supported by a mortgage from the electric cooperative, a bond insurance policy and a standby agreement from an international bank. No action recommended to require registration of the standby agreement.
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Development Authority of Burke County, §5.M; §7; no action recommended, 11/18/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.M available for bond offering by Development Authority of Burke County (“DABC”), a public body, corporate and politic of the State of Georgia. DABC was to re-loan the offering proceeds to an electric generation and transmission cooperative operating on a not-for-profit basis. The bonds were supported by a mortgage from the electric cooperative, a bond insurance policy and a standby agreement from an international bank. No action recommended to require registration of insurance policy or standby agreement.
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Dormitory Authority of the State of New York, §5.M; no action recommended, 2/20/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.M available for the issuance of bonds by a public benefit corporation of the State of New York created to finance and construct public-purpose facilities for certain educational, governmental, and non-profit institutions and make certain loans. The proceeds of the bonds will be lent to a New York non-profit institution (the “Institution”) to (among other things) construct a residential health care facility, including a nursing home, in New York. The bonds will be payable solely from a national bank under its irrevocable letter of credit, and the Institution will be obligated to reimburse the bank for amounts advanced under the letter of credit. The staff noted that the bonds do not fall within the parameters of Rules 135.1-135.5. The staff recommended no action to require registration of the letter of credit.
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Dormitory Authority of the State of New York, §5.L; §5.M; no action recommended, 7/11/1996

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.M available for the issuance of bonds by a public benefit corporation of the State of New York created to finance and construct public-purpose facilities for certain educational, governmental, and non-profit institutions and make certain loans. The proceeds of the bonds will be lent to Memorial Sloan-Kettering Cancer Center, a non-profit cancer center (the “Center”), in the forms of (among other things) retiring 1985 bonds for the Center, financing the acquisition and construction of office space, and financing certain equipment and renovation projects. Under a loan agreement, the Center is obligated to make payments of the principal of and interest on the bonds. The bonds are also payable from payments to be made under a letter of credit issued by Morgan Guaranty Trust Company of New York, a New York state bank. The staff noted that the issuance of the letter of credit, if a separate security, would be exempt under §5.L.
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Elite Premium Finance, Ltd., §7; §12; no action recommended, 7/30/2004

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of limited partnership interests to be issued by premium finance partnership, where members must be licensed insurance agents and income was generated through the individual efforts of each member and limited partnership regulated by Texas Department of Insurance. No action recommended to require registration of club or its agents as dealer.
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Energy Co-Opportunity, Inc., §7; §12; no action recommended, 3/12/1999

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of the offer and sale by Energy Co-Opportunity, Inc. (“ECO”) of shares of membership common stock to organizations engaged in, or planning to engage in, generating,distributing, transmitting, or handling electrical, propane, or other energy products or services and are members of the National Rural Utilities Cooperative Finance Corporation or the National Cooperative Services Corporation. Each member must purchase one share, but can only own one share. The shares are not transferable, but are subject to repurchase by ECO upon termination of membership for any reason. Each share is entitled to one vote, but no dividends are payable on any shares. Members are entitled to patronage refunds based upon annual business done with ECO. No public advertising or general solicitation will be used, and no commission or other remuneration will be paid, in connection with the offer or sale of the shares. The staff also recommended no action to require registration of ECO or its officers, directors, or employees as dealers in connection with the offers and sales of the shares.
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EPCMS-IPA, Inc., §7; §12; no action recommended, 5/12/1994

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of shares to be issued by corporation to act as network of physicians and other health care providers where shares sold exclusively to El Paso area doctors participating in the network. Each doctor participating must purchase one and only one share. The shares were not entitled to any dividends and transfer of the shares was highly restricted. No action recommended to require registration of corporation or its officers or directors as dealers.
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Ethan Allen Inc., §6.F; §7; no action recommended, 11/18/1994

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§6.F available for solicitation of consents to amend indenture governing notes by an issuer listed on NYSE and related guarantees 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 notes by issuer’s subsidiaries.
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