Thursday, November 13, 2008

Colorado Modifies Investment Company Securities and Section 3(b)/4(2) 1933 Act Exemptions and Adopts Prohibition Against Industry Persons' Use of Senior Certifications or Designations

Effective December 1, 2008:

Modifications to exemptions for securities issued by investment companies and for transactions in securities made under Section 3(b) or 4(2) of the Securities Act of 1933 are put in place by the Colorado Securities Division. Additionally, the NASAA Model Rule on the use of senior-specific certifications and professional designations is adopted for Colorado. t

Open-end investment companies and unit investment trusts intending to claim the exemption under Section 11-51-307(1)(k) for initial and subsequent issuances of securities must file Form NF, Uniform Investment Company Notice Filing, with the Colorado Securities Commissioner. A claim of exemption and any amendments filed electronically with an approved designee are considered "filed" with the Securities Commissioner.

Issuers intending to claim the exemption under Section 11-51-308(1)(p) for transactions made in reliance on Section 3(b) or 4(2) of the Securities Act of 1933 are required to send the Colorado Securities Commissioner or his or her designee a paper or electronic copy (if permitted) of the required SEC-filed forms, along with the applicable fee. The form filing must be submitted to the Colorado Securities Commissioner no later than the time it is required to be filed with the SEC. Amendments: Issuers may file amendments to a previously-filed Form D at any time. The prescribed circumstances when Form D amendments must be filed with the SEC are the required circumstances when Form D amendments must also be filed with the Colorado Securities Commissioner.

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