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Interpretive Orders and No-Action Letters

A list of interpretive orders and no-action letters published by the Bureau of Securities.

Interpretive Actions (Archived Content)

12-10-20 Transactional Exemption for Securities Listed in Mergent Online

03-22-18 Exemption from Investment Adviser Registration for Advisers to Private Funds

05-12-17 Exemption from Investment Adviser Registration Requirements for Advisers to Venture Capital Funds

02-11-16 In the Matter of Applicability of N.H. RSA 421-B:2-202-A(3) - clarifying application of bad actor provisions to self-executing securities exemptions.

12-08-15 In the Matter of Interpretation of RSA 421-B:3-a – Suitability of Recommendations

11-19-10 When Are "Notes" Securities Under the N.H. Uniform Securities Act

11-03-05 Transfer of Securities Issued in Compensatory Circumstances - INT05-001 - this order exempts offers and sales of securities under a written compensatory benefit plan...

10-25-04 Viatical Investments, Status as Securities - INT04-003 - a viatical investment typically involves the contractual right to receive any portion of the death benefit or ownership of a life insurance policy or certificate, for consideration, that is less than the expected death benefit of the life insurance policy or certificate...

08-02-04 Definition of Institutional Buyer - The term "institutional buyer" shall be interpreted as an organization or person with net worth of more than twenty-five million dollars...

02-22-04 In re Investment Adviser "Green Project" of the North American Securities Administrators Association, Reduction of Paperwork - provides for elimination of certain document submission requirements for investment adviser license applications.

10-11-01 In the Matter of Concord Food Co-op, Inc. - exempts Concord Food Coop, Inc. from the issuer-dealer and agent licensing requirements of New Hampshire RSA 421-B:6.

12-21-99 In the Matter of RSA 421-B:28, III & IV and RSA 421-B:31-a - requires passage of appropriate securities examinations unless grandfathering or professional designation waiver provisions apply. In particular, spells out that in general a current Series 65 examination (post-January 1, 2000) is required to satisfy the Series 65 requirements.

05-20-96 In the Matter of Interpretation of RSA 421-B: 15, IX-a - interpretation of RSA 421-B:15, IX-a with regards to determining when an offering is terminated for unit investment trusts.

05-20-96 In the Matter of Interpretation of RSA 421-B:31, IV - interpretation of RSA 421-B:31, IV as it relates to penalties for unit investment trusts.

04-11-95 Memorandum re Sliding Structure for Takeover Fee - establishes a sliding structure for takeover fees.

11-16-93 In the Matter of Interpretation of RSA 421-B:2, IX - interpretation of RSA 421-B:2, IX that addresses the exclusion from the definition of "investment adviser" for broker-dealers who provide investment advisory services that are "solely incidental" to their broker-dealer business. Defines the scope of the exclusion.

09-10-93 In the Matter of Small Corporate Offerings Registration - authorizes use of Form U-7/ULOR-C as an application/disclosure document to register securities under RSA 421-B:14.

No-Action Letters (Archived Content)

No-action Letters

07-23-19 Re: Clearwater Investment Trust - On March 8, 2019, the Bureau of Securities Regulation ("the Bureau") received a letter from you requesting an interpretative opinion that would allow the issuer of the above-referenced funds, Clearwater Investment Trust (hereinafter “Clearwater”), to rely on an exemption from the notice filing requirements set forth in NH RSA 421-B:3-302 and NH RSA 421-B:6-614.

03-10-16 Re: New Hampshire Federal Credit Union (NHFCU) - Reference is made to your letter to the New Hampshire Bureau of Securities Regulation dated January 7, 2016 requesting a no action letter regarding NHFCU's offering of financial counseling sessions to NHFCU members.

05-30-12 Re: Raven Rock Properties, LLC (RRP) - Reference is made to your letter to Peter Zis received on 2/15/2012 requesting a follow-up from the Banking Department with the Bureau of Securities Regulation (Bureau) to determine any licensing or registration requirements under the New Hampshire Securities Act.

01-31-11 Re: Seacoast Indoor Tennis Club, Inc. (SITC) - Reference is made to your letters recently filed with the Bureau with attachments including IRS statements filed in the years 2004-2008 and letter of accountant Rosadina, wherein you assert securities exemption status under NH RSA 421-B:17, 1(m).

10-22-10 Re: Summit Hotel OP, LP and Summit Hotel Properties, LLC - Reference is made to your letter dated 9/15/2010 requesting a no-action for a reorganization and a plan of merger whereby LLC plans to merge with and into OP, in exchange for units of limited partnership interest in the OP ("OP units") to be issued to the former members of the LLC.

02-14-08 Re: Optima Bank & Trust Company ("Optima") - Reference is made to your letters dated 1/16/2008 and 1/22/2008 in which you make several legal arguments in response to the New Hampshire Bureau of Securities Regulation ("Bureau") securities inquiry into Optima's 2007 subscription offering and you request that no enforcement action be taken.

12-09-04 Re: Da-Mont Investments, Inc. (“Da-Mont”) - Request on behalf of Da-Mont, that the Bureau of Securities Regulation issue a no-action letter, determining that the sale by Da-Mont of condominium units known as the Great Escape Condominiums will not require registration under the Uniform Securities Act RSA 421-B.

10-08-04 Re: Mindreef, Inc. (“Mindreef”) - Reference is made to your letter dated 9/22/2004 requesting an interpretive order which would permit Mindreef to grant shares of restricted stock, stock options, and other equity-based compensation to its non-employee directors.

04-12-04 Re: Investment Adviser Exam Licensing Requirement Inquiry – Series 7 & 66 – Exam requirements for licensing as an investment adviser are met by the Series 7 and 66 exams even though the applicant is no longer associated with an FINRA member firm and the exam may lapse within two years; lapsing of the Series 7 exam will not make deficient an otherwise valid investment adviser license.

10-23-03 Re: Investment Adviser Licensure Requirements for Investment Newsletters in New Hampshire - addresses whether an investment newsletter and/or its publisher are required to be registered or licensed in New Hampshire as an investment adviser.

10-28-02 Re: Associated Pharmacies, Inc. - Bureau will not recommend enforcement action if Associated Pharmacies offers and sells certificates based on enumerated representations.

08-22-02 Re: Federal Savings Bank/Federal Covered Adviser Representative Licensure in New Hampshire - investment adviser representatives of federal savings banks that are also registered as investment advisers with the Securities and Exchange Commission and conduct business in New Hampshire must be licensed as investment adviser representatives in New Hampshire.

01-22-02 Re: Request for Information, Liquidating Transactions (01/22/2002) - New Hampshire does not have de minimis provisions allowing a limited number of liquidating transactions; all such transactions must be handled by a licensed broker-dealer.

11-07-01 Re: Federal Covered Advisers in New Hampshire, Notice Filing Required, No De Minimis Standard - New Hampshire law continues to require that federal covered advisers submit a notice filing and fee before conducting any business in New Hampshire. De minimis does not apply.

10-08-01 Re: Guaranty Bancorp, Inc. - Bureau will not take enforcement action against Guaranty Bancorp as it provides limited auction service in its own securities as described in request for no action.

09-27-95 Re: No-Action Position Relative to Broker-Dealer Information Storage Using Optical Storage Technology. Bureau will not take enforcement action for storage of broker-dealer records using an optical storage device.

12-20-94 Re: No-Action Position on Certificates of Deposit - Bureau takes the position that certificates of deposit (CDs) are securities within meaning of RSA 421-B:2.