Wisconsin Announces Annual Rules Revision

Wisconsin's 2009 annual rules revision is partly to make nonsubstantive changes to statutory cross references to align the rules with the new Wisconsin Securities Act that took effect January 1, 2009, along with proposing more substantive rule changes (see below).

Public hearing and written comments. A copy of the Notice of Rule-Making Hearing, together with a Proposed Rule-Making Order containing the Public Comment Draft of the proposed rules in line-and strike form, may be reviewed and downloaded from the Division's Web page. Written comments regarding the proposed rules should be directed to, and received by, the Administrator by the September 21, 2009 hearing date, or alternatively, public hearing testimony may be provided at the rule-making hearing.

Questions. Substantive questions on the rule proposals should be directed to Randall Schumann, Attorney, Department of Financial Institutions, Division of Securities, P.O. Box 1768, Madison, WI 53701-1768, tel. (608) 266-3414, or by email. Questions regarding the agency's internal processing of the proposed rules should be directed to Mark, Schlei, Deputy General Counsel, Department of Financial Institutions, Office of the Secretary, P.O. Box 8861, Madison, WI 53708-8861, tel. (608) 267-1705, or by email.

The more significant changes in the proposed rules package are as follows:

* Amending Form D filing requirements for Rule 506 offerings to provide an electronic filing alternative to the existing hardcopy notice filing provision) in light of the SEC's Form D electronic filing mandate that began for securities issuers at the federal level on March 16, 2009. As proposed, issuers would either: (1) file a notice consisting of a photocopy of the Form D filed electronically with the SEC, along with a $200 fee; or (2) make an electronic filing under the Electronic Filing of Form D (EFD) System developed by the North American Securities Administrators Association (NASAA) and operated by PNC Global Investment Servicing or its affiliate, that designates Wisconsin as a state in which the offering is (or will be) made, and allocates a $200 fee to Wisconsin.

* Repealing the definition of "institutional investor" because it duplicates the definition in the Wisconsin securities statute

* Repealing two government securities exemptions, a corporate merger transactional exemption connected to the Internal Revenue Code, and a compensatory benefit plan transactional exemption because of the difference in language and scope of these exemptions in the Wisconsin securities statute

* Providing specific recognition of electronic prospectus delivery modes that comply with federal requirements

* Providing in a broker-dealer/agent registration rule that applicants receiving an exam waiver from taking one of the general securities business exams are not required to take and pass those exams again, but also provides that applicants receiving a waiver from taking the general securities business examinations are still required to pass one of the state law exams, i.e., the Uniform Securities Agent State Law Examination (Series 63) or the Uniform Combined State Law Examination (Series 66)

* Separating two waiver concepts in a preceding examination provision for investment advisers and investment adviser representatives to eliminate a conflict with the succeeding examination provision

* Providing an exemption from registration for supervised persons of noticed federal covered investment advisers if the supervised persons do not have a place of business in Wisconsin, to comply with federal law requirements

* Repealing two investment adviser/investment adviser representative forms as no longer necessary: Form IAR (WI), Application for Renewal of Investment Adviser and Investment Adviser Representative Registration, and Form IAUSR (WI), Acknowledgment of Understanding of Supervisory Responsibilities of Investment Adviser Under Wisconsin Statutes and Administrative Code.

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