SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

DIVISION OF

MARKET REGULATION

October 17, 1995

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John A. Granda, Esq.

Stinson, Mag & Fizell, P.C.

1201 Walnt Street

Kanas City, Missour 64106-2150

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Re: Missouri Innovation CenterflIi;ltbllitl'

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Dear Mr. Granda:

In your letter of October 9, 1995 on behalf of Missouri Innovation Center,

request

assurance that the staff wil not recommend enforcement action to the Commssion under

Inc. ("MICI"), as supplemented by telephone conversations with the staff, you

Section 15(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Section

203(a) of the Investment Advisers Act of 1940 ("Advisers Act") if lvCI engages in the

activities described below without registerig with the Commssion as a broker-dealer

pr investment adviser.

We understad

the facts to be as follows:

MICI is a not-for-profit Missouri corporation that was organed in 1984.

Since that tie, it has engaged in two activities, which it performs pursuant. to state

statute, and .under contracts with the Missour Deparent of Economic Development

been to

operate an "inovation center," which'

("Deparent"). Its pricipal activity has

provides assistace to individuals and business organations durig the early stages of

developing new technology-based business ventures. Such assistace generaly includes

providing equipment, admini~trtive and mangerial support, plang assistace, and

occasionay facilties. In addition, 'MICI is a "Quaifed Economic Development

Organtion" that approves the issuance of Missouri ta credits to. certin investors 4i

developing compaies. Puuat to state law, when MICI approves the issuace of ta

credits, it receives a percentage of certin distrbutions from qualifying investments.

MICI proposes to engage in thee additional activities to help Missour

entrepreneurs in raising capital.l/ These activities include (1) assisting entrepreneurs

in connection with the use of Missouri's simplified securties registration procedures

("MoReg"), (2) assistig entrepreneurs in obtaing Missouri ta credits for their

investors, and (3) distrbuting a newsletter that wil

include genera inormation as well

as sumarÇ.s of MoReg offerigs.

1. . MoReg Assistace. MICI wil famiare issuers with

the regulatory

framework and MoReg process and provide issuers. with sample form and comments

.. l/ While MICI authories tax credits for investors providing "seed capital" and "sta-up

capital" (as defined by state law) for developing businesses, it connection with its new activities

h..__..____. it proposes to assist

..~.__._-----­

:::':,.

businesses in raising seed, sta-up, and."follow-up" capitaL.

John A. Granda, Esq.

October 17, 1995

Page 2

from the Missouri Division of Securities with respect to other offerings. It wil not

assist in drafting documents, and wil strongly encourage issuers to employ lawyers and

accountats. It wil end its involvement in the process either at the conclusion of a "test

or upon the effectiveness of the registrtion of an offering.

the waters"Y period,

MICI also may assist issuers in preparg MoReg "test the waters"

presentations by observing practice sessions and comparig them to other presentations.

For observational puroses only, MICI staff members may attend actual presentations.

. MICI staff members attending actu presentations. wil not engage, directly or indirectly,

in solicitation or promotional effort.

MICI wil not receive compensation for ths assistace, other than a minal

.

flat fee to cover

adminstrtive expenses

such

as the cost of copies and supplies used for

the presenttion. MICI also may offer these services to issuers tht do not qualify.for

the Missour Division of

MoReg as long as their offerigs wil be subject to review by

Securities.

2. Assistace in Obtaing Tax Credits. MICI wil assist issuers in

for obtag Missouri ta credits for investors

understadig the requirements .

approve the issuce of these ta credits for the

issuers' investors if the statutor requirements are met. As noted above, pursuant to

a percentage of certin distrbutions from qualifying

contrbutig seed

capital, and wil

'state law,' MICI receives

investments.

In addition, MICI wil provide . form . and genera. guidance for issuers to

obtain ta credits for their investors pursuant to another section of the Missour statutes.

assistace.

It wil not receive compensation for ths

3. Newsletter Publication. At least

that wil

quarly, MICI wil publish a newsletter

be distrbuted priy. to Missour residents. Most newslettrs wil be

distrbuted

as

supplements. to local business periodicals. These periodicals are expected

to charge M1CI a fee, which MICI wil pay from its own fuds. Newsletters also wil .

upon request topersori in exchage fora smaI fee intended to defray"

MICI'smailing, reproduction, and hadling expenses. Th fee wil be unelated to the

. completion of tractions in' securties listed in the newsletter. The newslettr wil

. be available

consist of at least two par: a genera education section and. a MoReg suares

section. Issuers wil not be chaged a fee for including their MoReg summaries in the

newslettr.

a. The Genera Education"

Section.

The genera education section wil

provide po~ntial investors with inormtion on the natue of' small business capita

investments, and with

genera guidace on" how to approach and anyze such

. investments. It might sumare relevant law or self-regulatory 'organtion rules, or

Missouri law, an issuer may solicit up to $100,000 durg a test the waters

. ii .

Under .

- period

without a forml offering document if it ha a business plan including certin disclosures.

Proceeds must be placed in escrow until the offerig is formly registered. At that time,

. ..... investors have the option of maintaing or .withdrawing their investments.

John A. Granda, Esq.

October 17, 1995

Page 3

provide basic guidance on anyzing fmacial statements or business plan. This section

also may include theoretical examples of investment opportnities to ilustrate some of

the more importnt factors to consider in makig a decision to invest in a .small

business.

In addition, the general education section wil include excerpts from

interviews with securties regulators, attorneys and accountats with experience in

fincing tractions and securties law, venture capitaists, baners, and entrepreneurs

who have been involved in operating or raising capital for businesses in various stages

of growt. Entrepreneurs, who may have had successful or unsccessful ventures, wil

explain how they discern the merits and risks of businesses and their prospects and how

to spot danger signs. The interview portion wil contain a disclaimer in bold type stating

that the

views expressed (a) are solely those of the interviewee, (b) do not necessarily

represent the views of MICI, (c) are not intended to constitute investment adviceòr

recommendations to purchase securities of any company, and (d) are based on paricular

experiences which may not be replicated ii the future.'

MICI wil not conduct interviews with entrepreneurs' whose companes (a)

were included, or wil be included, in the MoReg sumares Section of the newsletter

with 6 month, (b) received an equity investment or a loan from MICI, (c) received'

assistace from MICI in preparg its disclosure documents or its test the waters

presentation, or (d) are involved, or are expected to be involved, in receiving MICI's

authorition for Missouri ta credits for their investors.

b. MoRel! Sumiaries Section. In a separate and distict sèction, the"

newsletter willìst and briefly describe in naative fashion Missour issuers and their

proposed offerigs tht have been fied recently with the Missour Division of Securties

under MoReg. MICI wil prepare the sumares from inormation contained in the

issuers' fiing materials, and wil

limt the contents of each suar to the inormation

permttd in a tombstone ad under Missour law:Jl

'. . ..The MoReg sumares section wil include a disclaimer in bold tye that (a)

in preparg the suares, MICI relied on the issuers'! offerig materials and did not

investigate or verify their trth or accuracy , (b) the suares were prepared by MICI

without the involvement, investigation, or verification of the Missouri Division of

Securities, (c) investors'should read carefully the actual disclosure documents and should

not rely on MICI, the Missour Division of Securities, or the suares, (d) neither

MICI or the Missour Division of Securities is recommending, advising, or otherwise

endorsing an investment, and (e) the suares do not constitute an offer to sell, or the

only be made

though a MoReg prospectus.

solicitation of an offer' to purchase securties, and thån aioffer may

Offcers, directors, and employees of MICI wil be prohibited from investing

in any small business that seeks a newsletter listing, or from placing, offerig~ or listig

any ventures in the newsletter. Moreover, MICI wil exclude from

the newsletter any

'J/ Although not required to by statute, MICI wil submit the sumares to the Missour

. n... Divisio~ of Securities seven days before publication..

John A. Granda, Esq.

October 17, 1995

Page 4

summaries of offerigs by issuers that have received an investment from MICI's seed

capital fund if MICI was involved in preparig its disclosure documents or test the

waters presentation. As explained in your letter, an exception to these representations

wil be made with respect to two issuers with which MICI established a relationship

prior to developing the newsletter concept.

The newsletter also wil exclude sumares of offerings by issuers when

MICI is involved~ or expected to be involved, in authorizing Missouri ta credits.

Conversely, MICI wil not approve ta credits for an issuer that was listed in the

newsletter. As explained in your letter, an exception to ths wil be made for one issuer

the newsletter concept.

with which MICI established a relationship prior to developing

All the inormation included in the suaries wil be public inormation that

is available in more detail from the issuers or from the Missour Division of Securties.

negotiations

. between an issuer and potential investors regarding possible investments. MICI wil not

match borrowers and lenders, or buyers and sellers, and wil not act as agent for any

MICI wil not be involved with any communications, discussions, or

par. Issuers and'. potential investors wil conduct their discussions and negotiations

independently. MICI will not have access to or pøssession of fuds, securties, or

propertes' of any person receiving the newslettr or any other thd pares.

Response:

.. . .

On the basis of your representations and the facts presented, and strct

adherence thereto by MICI, the staff of the Division of Market Regulation wil not

recommend enforcement action to the Commssion under Section 15(a) of the Exchage.

Act if MICI engages in the activities described above without registerig with .the

Commission as a broker-dealer.

. The . Division of Investment Mangement ha asked us to inorm you of its

position as follows: .'Onthe basis of the facts and representations in your lettr and the

conversation noted below, the staff would not i:ecommend enforcement. action

telephone

if MICI engages in the activities described in your lettr without

. to the Commssion

registerig under the Advisers Act.

With respect to the listig of securties offerigs in MICI's Newslettr, the staff ha

taen the position that inormation relating to securties does not constitute an anlysis

or report wit the meang of section 202(a)(11) of the Advisers Act if (i) the

inormtion is readily available in its raw. state; (ü) the categories of inormation

presented are not highly selective; and (iü) the inormtion is not organed or presented

in a

maer..

tht suggests the purchae, holding~ or sale of any securty or securties.M

In ths regard, we note your representations tht: (i) Missour

the suares to be included in the Newslettr by extractig inormation from'

Inovation wil prepare

issuers'

offerig materials; (ii) the Newsletter and sumares wil not offer any endorsement,

~I Media GeIieral Finncial Services, Inc. . (pub. avaiL. July 20, 1992); Chades Street

Securities, Inc; (pub. avaiL. Feb. 27, 1987); Butcher & Singer, Inc. (pub.

2, 1987).

avaiL. Jan.

John A. Granda, Esq.

October 17, 1995

Page 5

analysis or recommendation as to the securities listed therein; (ii) with certin limited

file with the Missouri Division of Securities

wil be included in the Newsletter sumares;~1 and (iv) the listings wil be organied

exceptions, all issuers with a Form U-7 on

alphabetically by issuer.

The Division of Investment Mangement, on a number of occasions, has

expressed its views regarding the circumstaces in which the presentation of securties

inormation constitutes an anlysis or report concerng securities for puroses of section

202(a)(1l) of the Advisers Act.§l Having stated our views, we wil no longer respond

to requests for interpretive or no-action letters in ths area unless they present novel or

unusual issues.

The positions of the Divisions concern enforcement action only and do not

represent legal conclusions regarding the applicabilty of statutory or regulatory

provisions of the federal securities laws. Moreover, the positions of the Divisions are

based solely on the facts and representations in your letter and in telephone

conversations with the staff. Any different facts or conditions might require a different

response.

Sincerely,

~h

.' . .

Paula R. Jens

Senior Co i

Offce of Chief Counsel

PJ/dn

~I Telephone conversation with John Grada, Stinon, Mag & Fizell on September 12,

1995. Issuers wil be excludecl from the' Newsletter suares if: (i) Missour

Inovation .has made

an investment from its seed capita fud, or (ii) if Missour

Innovation is involved, or is expected to be involved, in authorimg ta credits under

Mo. Rev.Stat.§ 340.300 et. seq. You have noted thee historic exceptions to ths

general exclusion. .

§.I Media General, supra note 1; Investex Investment Exchange Inc. (pub. avaiL. Apr. 9,

1990).

STINSON, MAG & FIZZELL

A PROFESSIONAL CORPORATION

1201 WALNUT STREET

KANSAS CITY, MISSOURI 64106-2150

MAIUNG ADDRES:

P. O. BOX 419251

100 SOUTH FOURTH STREET

7500 WEST . 10TH STREET

OVERLAND PARK, KANSA 66210

ST. LOUIS, MISSOURI 63102

TELEPHONE (3141 259-500

KANSA CITY, MISSOURI 64141-6251

TELEPHONE (8161 842-8600

TELEPHONE (9131 451-8600

FACSIMILE (3141 259-599

FACSIMILE (8161 691-3495

FACSIMILE (9131 344-6777

Investment Advisers Act:

§ 202(a)(1l), 203(a)

Securities Exchange Act:

§ 3(a)(4) and (5)

§ 15(a), (b)

October 9, 1995

Via Federal Express

Division of Investment Management

Offce of Chief Counel

450 Fift Street, N. W .

Washigton, D.C. 20549

Via Federal Express

Division of Market Regulation

Offce of Chief Counel

450 Fift Street, N. W.

Washigton, D.C. 20549

Re: Missour Inovation Center ~ Inc.

Ladies and Gentlemen:

On behaf

of the Missour Inovation Center, Inc. (the "Company"), we

hereby request confirtion (i) from the Division of Investment Mangement ("Investment

Mangement") tht it would not recommend enforcement action agait the Company if it

does not register as an "investment adviser" under Section 203(a)of the Investment Advisers

Act of 1940, as amended (the "Advisers Act") and (ü) from the Division of Market

Regulation ("Market Regulation") tht it would not recommend enforcement action againt

the Company under Section 15(a) of the Securities Exchage Act of 1934, as amended (the

"Exchage Act'i) if it does not register as a "broker"or "deàler"under Section 15(b) of

the

Exchange Act. Thee copies of ths lettr are being sent. to eacn..of Investment Mangen.ent

and Market Regulation.

135588 v13

BACKGROUN

The Company was organed under the laws of the State of Missouri as a not­

for-profit corporation on June 15, 1984. The pricipal executive offces of the Company ar

located at 5650 A South Sinclai Road, Columbia, Missouri 65203.

The Company's pricipal activity'is to operate an "inovation center" pursuant

to Mo. Rev. Stat. § 348.271. As such, the Company operates pursuant to a contrct with the

Missouri Deparment of Economic Development (the "Deparent") to provide assistace to

. individuals and business organtions durig the ealy stages of the development of new

technology-based business ventures. Such assistace generay includes the provisiori of

equipment, adminstrtive and managerial support, plang aSsistace "and on inrequent

occasions, facilties.

In addition, the Company is a Qualed Economic Development Organtion

under Mo, Rev. Stat. § 348.300(4) by vire of a contrct with the Deparent. As a

a ta credt

progr on behal of the Deparent under Mo. Rev. Stat. § 348.300 et ~.. The Company

Qualed Economic Development Organtion, the Company adminsters

approves the issuance of ta credts to investors providig' investments of see capita, sta­

up capita or follow-up capita (not defined by statute) in developing coinpanes. Such credts

ca be applied agaist cert tyes of Missouri taes in an amount equal to thi percent of

such investment. The term "seed capita" is defmed by Mo. Rev. Stat. § 348.300(8) as

"capita provided to a commercia activity locted in Missouri for reseach, development and

. precommerciation activities to provide for a new product or process or service, and for

activities related thereto." The tenn "sta-up capita" is defied by Mo. Rev. 'Stat

in

preprouction product development or intial marketig theref, ¡md tor activities related

§ 348.300(9) as "capita provided to a commercia activity locted in Missouri for use'

thereto." . .

In the course of engagig in activities of the tye described above, the

. Company has reogied the difculties face. by developing companes ánd òther smal

businesses in obtag access to debt and equity capita to fund their growth and

development. Whe the Company reognes that these diculties ar due to the relative

investment risks of investg in ealy stage opportnities, it also believes that they result.

from the inabilty of smal businesses to publicize their nees for capita and a lack of

generic investor understadig of the nature of such investment opportnities.

To address ths nee, the Company is proposing to offer admistrtive

. aasistace and consultation to Missouri entrreneurs in the process of rasing see, sta-up

and fòllow-up capita (collectively referr to herein as "Smal Business Capita"). To that

end, the Company essentiy proposes to offer th tyes of service: (i) assistace to

entrreneurs in' connection with the use of the Missouri issuer registrtion procedure under

15 CSR 30.;52.271 (hereinafer "MoReg"), a simplied securities registtion procedure for

cert Missouri issuers; (ü) assistace to entrreneurs in obtag cert ta credits for

135588 v13

-~','

.-:.7--__~___.__._

-2­

investors applicable to cert Missouri taes described below; and (il) the distrbution of

genera educationalinonnation to Missouri residents to create grter understadig of Smal

Business Capita investments though the publication of a newsletter caed "Missouri Market

Maer" (the "Newsletter"), which, as describe below, wil also include spifed summares

of MoReg offerigs.

1. MoReg Assistace.

To clar the Company's role, each issuer that engages the Company's

services wil sign an engagement letter that wil conta cert disclaers regarg the

Company's services. These disclaers wil make clea that: (i) the Company is not

solicitig the purchase or sae of a security by assistig the issuer; (ü) al decisions regarding

document or presentation to potential investors are the

issuer's sole responsibilty; and (il) the Company represents neither the issuer or investor in

inonnation that is included in any

these trsactions.

In assistig entrpreneurs with the use of MoReg, the Company proposes to

famile entrepreneurs with the regulatory fraework and liitations of the MoReg

process and to provide entrreneurs with a basic strtegy for prearg t~e MoReg

. disclosure document, nonnaly a form U-7 ("U-7"). The Company wil ótIer consultation

and exaples drwn from U-7' s. prear by other issuers or from comments of the Missouri

Division of Securities (the "Division ") sta on a parcular U-7 for instrctive pUIposes.

However, the Company wil not parcipate in the actual drg of a parcular U-7, and

each issuer wil be solely responsible for the content of the U-7. Furtermore, the Company

upon the conclusion of the "test the waters" period

if the issuer engages in such "test the waters" solicitation, or otherwise upon the

wil end its involvement in this process

(see inra),

effectiveness of registrtion. Additionaly, the Company. wil strôngly encourage issuers to

engage lawyers and accountats. with exprience in securities law matters generay and in

prearg U-7' s in parcula. The Company plas to emphasize that such reresentation is

importt if suffcient investor interest is develope durig the "test the waters"

parculaly

period. (see infra) to justi the

expnse of

prearg a complete disclosui: document.

The Company may provide simar assistace to an issuer in preartion for its

"tes the waters" preentation under MoReg~ i In ths regard, the Company sta wil observe

wil offer critica comparsons

one or more.practice versions .of an

investor presentation and.

- 1 MoReg alows an issuer to solicit up to $100,00 durig a "test the waters" period

without a formal offerig document on the basis of a ~usiness pla disclosing the type

of proees and risks assoiated with the offerig. The procees

. of business, use

solicited must be placed in escrow unti the offerig is fonnaly registere, at which .

the investors may elect to maita their investment. If an investor does not

. elect.to maita his investment, his investent'is retUrned to hi. 15 CSR 30­

tie

52.271.

._---- ­

135588 v13

- 3 ­

of such presentation with past presentations. Such comparsons may focus on specifc

aspects of the presentation such as the orgation and clarty of the presentation.

The Company wil receive' no compensation for any of the varous tyes of

assistace described in this section 1, except for a possible mial flat fee to cover

adminstrtive expenses, such as the costs of copies and supplies utied in connection

therewith.

The Company may.offer similar assistace to issuers that do not qualy for

MoReg but only if such issuer's offerig wil be subject to review by the Division. A

decision to offer assistace to such issuers wil be made on a case by case basis.

2. Assistace in Obtaing Tax Credits.

As noted on page 2 of this letter, Sections 348.300 to 348.318 of the Mo.

Rev. Stat. authorie Qualed Economic Development Organtions ("QEDOs"), which are

essentialy incubators for emergig businesses and technologies in Missouri, to obta a

contrct with the Missouri Deparent of Economic Development to operate an inovation

center to promote, assist and coordinate reseach and development of new services, products

or processes in Missouri~ Qualed Funds, which are defined to mea any tye of

orgation that makes qiialing investments (i.e., an investment of see capita, sta-up

capita or follow-up capita in any commerèial activity located in Missouri), ar required to

enter into a contrct with a QEDO' that entitles the QEDO to reeive not less than ten percent

of al distrbutions of equity and dividends or other eags of the fund. Qualed .

investments in QEDOsentitle the investor to reeive a 30 percent ta cret which can be

applied agaist taes due in the yea of the investment or for up to 10 yea' theieer. The

Company quales as. a QEDO and, as a matter of practice, lie other QEDOs acts on behal

the investments meet

of the Missouri Dearent of Ecnomic Development to assure that

the sttutory criteri and that invesors ar entitled to reeive ta cret certcates.

The

Company plas to contiue to assist smal businesses in understading the reuirments for

obtag ta crets for the investors who invest in Qualed Funds which are in turn used

to make a qualed investent in that smal business.

In addition,

the Company wil provide the necessa forms and genera

guidace to issuers for obtag ta crets for the investor under Mo.. Rev. Stat. § 135.400

et~. Those creits ar also equal to 30 % of quaing investments made in qualg

smal businesses 'and ar in addition to those authoried under § 348.300 et~. However,

. the Company wil reive no compensation for assistace with.ta credts under Mo. Rev.

Stat. § 135.400 et ~. .

3. Newsletter Publication.

The NewSletter wil be published at leat quarerly and is intended to be

distrbuted priary to'Missouri residents. Distrbution of the Newsletter wil be priary .

"'13SS88v13U

- 4­

by meas of a supplement to be included in loc business periodcals in Missouri, including.

the Brason Business Journal, the Columbia Business Times, the Kansas City Business

Journal, the Kansas City Smal Business Monthy, the Mid Missouri Business Journal, the

Sait Louis Business Journal, the

Sait Louis Smal Business Monthly and the Sprigfield'

Business Journal. These periodicals ar expeted to charge the Company a fee for including

ths supplement which wil be paid for out of the Company's financial resources (which

resources ar derived priary from fundig from the Missouri Deparent of Economic

Development, contrbutions from individuas. and organtions interested in promotig

economic development in Mid-Missouri, the Company's interets in QEDOs describe in

Section 2 above, and its investments). The Newsletter wil also be avaible upon reuest by

persons who do not subscribe to those publications for a smal fee that wil only defry the

Company's estiated out-of-pocket expenses for maig, reproduction and handlig. The

payment and amount of the foregoing fees wil have no .relationship to the consummation of

any trsactions in securities described in the Newsletter that mayor may not tae place.

Issuers will not be charged a fee for includig in the Newsletter the Mo. Reg. summares

described below.

The Newslettr wil include at leat two pricipal segments.

A. General Education Segment. The fist segment wil provide genera

nature of Smal Business

investments and genera guidace on how to approach and analyze those investments.

In many instaces, ths segment wil summare relevant guidace on ths subject provided by

state securities law authorities, the NASD and other

investor education (the "Genera

Education Segment") on the

Capita

the Commission, the Division, other

self.

regulatory organtions. It may also provide basic guidace in analyzing fiancial

business plas of the sort found in introductory text books on accountig or

finance. In addition to providing basic overview knowledge.of how to 'assess the merits.and

statements or

risks presente by Smal Business Capita investents,there wil be ilustrtive cae studies

of a theoretica investment opportnity of ths sort which addrsses some of the more

. imponat factors beag upon th~ prudence of makg an investment in such a business.

The Genera Education Segment wil also, from tie to tie, includè excerpts

frm interviews with securities regulators, attorneys and accountats with

experience in

financing trsactions and securities law matters, venture capita, baners and

.entrreneurs who have ben involved in operatig or rasing capita for businesses in

varous stages of grwt. They wil be caed upon to sha their knowledge, experience and

insights

in a more personaled and inonnal fonnatwith respt to both the matters referr

. to in the imp.dtely preeding pargrph as well as lessons leaed in the school of hard

knocks. In the latter regad, entrreneurs involved in successful as well as unsuccessful

ventre wil relate their understadig of how to dicern the merits' and ri. of businesses

and their prospects, with parcular emphas on discerng dager signs and truble spots.

Ths segment wil conta a bòldface disclaier tht the views expressed (i) ar solely those

of the interviewee, (ü) do not necessay reresent the views of the Company, (il) ar not

inten~ed.to constitute investment advice or reommendations to purchase seurities of any .

135588 v13

- 5'­

company, and (iv) are based on paricular experiences which may not be capable of

replication in the future.

Interviews wil not be conducted of entrreneurs involved with companes as

to which: (i) the Company has made an equity investment or loan, (ü) the Company has

been involved in the preartion of the U-7 or investor presentation, or (il) the Company is

involved, or is expected to be involved, in authoriing ta creits under Mo. Rev. Stat.

§ 348.300 et gg. In addition, no Mo. Reg. summar wil be .included with respect to any

interviewee whose issuer has then ben the subject of such summar with a window period

of six months on either side of such interview, as measure from the date of the publication

that included such interview or Mo. Reg. summar. The six month period is patterned afer

the integrtion safe haror set forth in Rule 502 of Regulation D to demonstrte that the

interview is not connected to the prior or subsequent publication of the Mo. Reg. summai

relatig to the issuer with which the interview is involved. In addition, these exclusions wil

of views and perceived self-interest

collectively eliate any connection between publication.

such as from possible indit' fin~cia benefits to the Company.

B. MoReg Summaries. A separte and distict segment of the Newsletter

wil

list and briefl describe in nartive fashion Missouri issuers and their proposed

offerigs that have ben reently fied with the Division under MoReg.

The Company itself wil prepar the summares of each such fied offerig by

extrctig inormation from each issuer's offerig materis. The Company wil

liit the

contents of each summar to the inormation.pennitted by the ."tombstone advertsing"

exemption under 15 CSR § 30-53.010(3), a copy of which is attched hereto. Although the

. Division doe not reuir materials contag only such inonnation to be fùed with it, the

Company wil voluntay submit such summares to the Division seven days prior to their

a fonnal approval. of such materials

nor be respnsible for the. accuracy and relibilty of such. materials and their confonnance

dissemiation. The Division, however, wil neither issue.

with state law.

. The Newsletter and the included summà.es wil not offer any endorsement,

analysis or remmendations with respt to the securities of any issuer noted therein or their

investment quaty or value. Furtennore, the Company does not intend for investors to

equate the submission of the summares to the Division with a reommendation or

endorsement by the Division of such issuers and the securities offere. Therefore, such

summares wil be accompaned by a boldface disclaer to the effect tht: (i) in prearg

the summares, the Company has relied on each issuer's offerig materis without

indepndent investigation or verication of their trth or accuracy; (ü) the summares ar

prepar by the Company without the involvement, investigation or verication of the

Division; (il) investors should cafully red the U-7 and should not rely .on the Company,

the Division or these summares in makg their investment decisions; (iv) neither the

Company nor the Division is reommendig, advising, or otherwise endorsing an investment

in the securities of the issuer being describe; (v) and that the summares do not constitute an

135588 v13

-6­

offer to sell, or the solicitation of an offer to purchas such securities, which offer wil be

made only by meas of the MoReg prosptus.

If the Company has made an investment in an issuer and either has been

involved in the preartion of that issuer's U-7 region statement or presentation to

investors, then no summar of any such offerig wil be included in the Newsletter. Ths

exclusion is intended to avoid situations where the Company might be viewed as indiectly

reeiving compensation in connecon with any offeri where it has a consultative role in the

development of the underlying solicitig materi bein summared. However, founders,

event be

incorporators, offcers, ditors and employees of the Company wil in any

prohibited from investg in, or having any other fincial interest in, any smal business

which seeks a listig in the Newsletter. There ar two historic exceptions to the foregoing,

one of which involved an equity investment reresentig approxiately two percent of the

equity of the issuer referred to in the immedately fqllowing pargrph, and the other

involves a loan to the founder of an issuer. Both of these occurr prior to the tie the

Newsletter was conceived. As the Company had no extation at the tie such investment

or loan was made that the Newsletter would come to frition, the Company should not be

viewed as inditly reiving compensation in. connecon with any currnt offerig of such

issuers which may be listed in the Newsletter. .

In addition, the Newsletter wil~xC1ude any summares of offerigs by issuers

where the Company is involved, or is expected to be involved in, authoriing ta' creits

under Mo. Rev. Stat. § 348.300 et gg~ because of the compensation the Company reeives

capacity . One exception to the above exclusion is that the Company approved the

in that .

issuance of ta credits under Mo. Rev. Stat. § 348.300 et gg. in the summer of 1994, prior

issuer currntly conductig a MoReg offerig which is

to the Newsletter's

conception, for an

proposed to be listed in the Newsletter. . Since such ta crets were approved with respect to

ths issuer.

without a view to listg such issuer in

the Newsletter becuse the Newsletter was

not even being

contemplated at such tie, ta cret compensation reeived in connection

litigs of such issuer in the

with such pas offerig should not be lied to currnt.

Newsletter. The Company wil not hereer approve ta creits for such issuer if such

issuer is listed in the Newslettr.

Collecvely, the above describe exclusons should prelude any lige

between offerigs. where the Company is argubly fuhig advice and dissemiatig

materi that is arguablr solicitig

furter interet from potenti invesors.

2 The Company'on some occaions makes sma1loans to. or equity investments in a

smal business from its see capita fund. Pr frm such investments' ar

. utied for such purpses as reseah and development, inti capitation, hig a

business consultat, attendig a trde show, m=lnagement trg or support services.

135588 v13

- 7­

The Company wil not have any involvement in any communications,

discussions or negotiations between the issuer and any interested invesors regarding the

makg of a proposed investment. The Company wil therefore $erve only as a provider of

public inormation that is avaiable in more deta from the U-7 which can be obtaed from

the issuer or the Division. The Company wil not match borrwers and lenders, or buyers or

sellers and wil not act as an agent for any par. Pares wil therefore conduct their own

discussions or negotitions on an independent basis in an independent forum. In addition, the

Company wil not have possession of, or otherwise handle, any funds, securities or

propertes of any person reeiving the Newsletter or any other thd pares.

DISCUSSION

Definition of Investment Adviser

Section 202(a)(1l) of the Advisers Act defines an "investment adviser" as

follows:

any person who, for compensation, engages in the business of

advising others, either ditly or though publications or

writigs, as to the value of securities or as to the advisabilty of

investg in, purchasing, or sellg securities, or who for

compensation and as par of a

regular business, issues or

. promulgates analyses or reorts concerng securities....

The essenti elements of this defintion encompass one' who (i) for

compensation (ü) is engaged in the business of (ii) giving advice or promulgatig analyses or

reports on the value of securities and the advisabilty of investig in securities. We believe

that the Company's proposed activities do not satisfy any of these elements and it is therefore

not ai investment adviser under the above defition. .

A. Giving advice or analvses on securities. TheSEC has determed that

a broad rage of activities constitute giving advice or analyses concerng securities.

Accordig to the SEC, even advice that does not pert to "spifc" securities satifies the

defintion. .

The sta believes tht a person who provides advice, or issues

or promulgates rert or analyses, which concern securities,

but which do not relate to specifc seurities, g~neray is an

investment adviser under Section 202(a)(1l), assumig the

. services ar perfOlmed as par of a business and for

compensation. The sta has inteipreted the defintion of

inve~tment adviser to include persons who advise clients

concerng the relative advantages and disadvantages of

investig in securities in genera as compar to other

135588 v13

- 8 ­

investments.. . (S)pacifc investment advice includes a

recommendation or report about spifc securities or specifc

categories of securities... . (emphasis added)

Release IA-I092, Fed. Sec. L. Rep (CCH , 56,156E at 44,057-3, 44,057-4 (October 8,

1987) (hereinafer 1987 Advisers Act Releae).

In assistig entrreneurs with the MoReg procedure and the obtag of ta

crets, the Company wil not make reommendations or give advice about securities. The

provide adminstrtive assistace with these matters. In the

prepartion of a U-7 or of a "test the waters" preentation, the Company wil offer

Company wil merely

regulatory fraework surrundig the process and the technques used

consultation on the

withi the process. However, the Company wil not dr any porton of the U-7 or investor

presentation, . and the content of any such. U-7 or investor presentation wil be the sole

responsibilty of the issuer.

With respect to the Genera Education Segment of the Newsletter, we believe

that this activity is not

giving advice or analyses on securities under the Advisers Act. Firt,

not reommend or endorse the securities of specifc

issuers. The Company wil discuss hypthetical situations which in some cases wil be

in this segment, the Company wil

drwn from past experience. Such hypothetica wil

serve to ilustrte varous factors to

these genera tyes of investments. Furtermore, with respect to the

. consider in makg

interview exceipts, suchexceipts wil serve only an educational function as they wil disclose

the interviewees' lolein the proess of offerig Smal Business Capita investments and

methods. of analyzing Smal Business Capita investments, with parcula emphasis on

spottg

and evaluatig risks with respect to such investments.

Additionaly, ths par. of the Newsletter wil not reommend a specifc tye of

investment such as "unit offerigs of debt securities with warts" or a specifc category of

issuers such as "medca technology companes." The Newsletter wil educate investors

about smal business issuers and Smal Business Capita investments in genera. See c~pita

companes do not forma .

"category" of issuers becuse the group is an undefiable cross­

. .

section of issuers as a whole that reresents a wide varety of size, industres, rik and return

charcteristics.

Furtermore, the puipse of the Newsletter is to educate investors, not

promote or persuade an investor to make an investment in Smal Business Capita

propose to help investors make decisions ona more inormed

investments. The Newsletter

basis.

Anyses or reorts with the Advisers Act defintion include those items

contag "judgmenta" components. See 1 Tamar Frael, The Regulation of Money

Managers

securities does

135588 vl3 '

at 159 (1978 & Supp. 1993) (hereinafr Frael). Inormation relatig to.

not

consttute such an analysis or reort if (i) the inormation provided is

_ 9..n

readily avaiable to the public in its raw state; (ü) the categories of inonnation ar not

highly selective; and (il) the inonnation is not organed or presented in a maner that

suggests the purchase, holding or sale of any secunties. Investex Investment Exchange Inc.,

(1990-1991 Trasfer Binder) Fed. Sec. L. Rep. (CCH) , 79,649 (Apri 9, 1990) (hereinafer

Investex); Charles Strt Securities. Incoi:orated, (avai. Februar 27, 1987).

The listig and bnef descnption of issuers filg with the Division in the

Newsletter wil not constitute an analysis or reort because such listig satisfies the above

thr-prong sae harr. The categories of inonnation wil not be highly selective because

the issuers listed wil only be those that have fied with the Division under MoReg. Finaly,

. the list wil not be organed in a maner to suggest the sae of securities because the list wil

be alphabetica by issuer.

The listig and description of issuers in the Newsletter wil be very similar to

that in the Investex letter. Investex involved a computer data base listig of al

parnerships that subscribe to a

liited

liited parnership inonnation service and a monthly

and bnefly describing al subscnbing parnerships. The Division of

Investment Maagement concluded that such an operation did not reuir registration as an

newsletter listing

investment adviser.

Finaly, the Newsletter listig wil not act as a tagètig or matchig service

for investors and issuers. See Petroleum Infonnation Coi:oration at 11618 (July 18, 1989)

(on-lie listig and descnption of oil and gas propertes, which does not act as a matchig

service, does not qual as investment adviser or broker-deaer) (hereinafer Petroleum

Inonnation 1. The list of issuers wil be for inonnational purposes only.

B. For comlJensation. The Advisers Act contas no defintion of

"compensation," but the SEC has determed that "compensation" meas "any economic

benefit." 1987 Advisers Act Releae at 44,057-5. The Company wil reeive precribed

compensation under Missouri statutes for assistig issuers in obtag ta crets far their

investors. However, such compensation is a flt percentage of tota investor contrbutions

and is not related to executig the trsaction or giving investment advice. The Company

may also reive payments to cover the out-of-poket costs of its services, such as the

provision of supplies and securities fonns, the performg of backgrund checks on

pricipals of potenti issuers' aid copying costs.

The SEC has considere the sitution of a not-for-profit corporation that

charges a fee to cover its admistrtive costs and concluded that such not-for-profit

corporation was not reuir to register as an investment adviser. Technology Capita

Network, (1992 Trasfer Binder) Fed. Sec. L. Re. , 76,273 (June 5., .1992) (non-profit

corpration which operates matchig progr for potenti investors and charges fee .to cover

adminstrtive costs not an investment adviser) (hereinafer Technology Capitan. In the

Company's case, lie that.of the not"'for-profit corporation in Techiology Capita, any

135588 v 13

- 10 ­

economic benefit received by the Company wil be applied to defray the Company's

adminstrtive costs and not accumulated to turn a profit.

c. Engaged in the business. Investment Management considers a person

to be "in the business" of providig investment advice if the person: (i) holds hiself out as

an investment adviser, (ü) reeives any separte or additional compensation that reresents a

clealy definable charge for giving investment advice or (il) on anythig other than a ra

instace, provides specifc investment advice. 1987 Advisers Act Releae at 44,057-4.

of giving investment advice

pursuant to the above thee-par test. Fir, the Company wil not hold itself out as an

The Company wil

not be '''in the business"

investment adviser because of the litations described above and a disclaer in the

Newsletter that it is not actig as an investment adviser, broker or deaer. Second, the

Company wil reeive no separte fee for giving investment advice. The only fees the

statutoriy provided compensation for obtag ta credits

Company wil receive wil. be the

Company facilties or supplies.

Finaly, as discussed above, the Company's activities wil not involve the giving of specifc

investment advice.

and any charges for.adminstrtive costs for the use of

Definition of Broker and Dealer

Section 3(a)(4) of the Exchange Act defines a "broker" as "any person engaged

in the business of effecg trsactions in securities for the account of others...." Section

3 (a)

of the Exchange Act defines "deaer" as "any person engaged in the business of

(5)

buying and sellg securities for his own account...." The Company wil not be engaged in

the business of buying or

sellg securities. Therefore, the Company wil not subject to

registrtion as a deaer. Thus, the question is whether the Company wil be (i) engaged in

the business of (ü) effectig trsactions in securities for the account of others.

. The Company wil not be "engaed in the business" of effectig trsactions in

.securities because its activities do not reflec "regulaty of parcipation in securities

trsactions at key points in the

chai of distbution. "See SEC v. Hansen, (1984 Trasfer

Binder) Fed. Sec. L. Re. (CCH 191,426 at 98,119 (S.D.N.Y. 1984). The Company wil

serve as an inormational reourc to entrreneurs. Any connection with actu securities

lit itself to inormational, non­

trsactions wil be remote becuse the Company wil

promotional activities. Furtermore, the Company's assistace with MoReg wil cease once

the "test the waters" period ends (if the issuer is makg such "test the waters" solicitation)

or otherwise once regitrtion goes effective. The Company wil have no involvement in

solicitig saes.

Second, the Company wil not be "effecg trsactions in securities." The

Company wil provide only

inormational assistace to entrreneurs. The Company's

. assistace with the preartion of the U-7 and presentati~n to ~vestors wil. be

135588 v13

admistrtive

on beha of issuers.

and strtegic assistace only. The Coiipany. wil not act as an agent

- 11 ­

Furtermore, an entity that acts merely as a consultat for an issuer and does

not solicit purchasers or handle securities of the issuer does not qual as a broker.

Benjamin and Lag. Inco1lorated, (1978-1979 Trasfer Binder) Fed. Sec. L. Rep. (CCH

, 81,998 (August 1, 1978) (financial consultat of issuer that reommends methods of

financing not a broker); Dominion Resources. Inco1lorated, 1985 WL 54428 (July 23, 1985)

(consultat that assists in structurig secrities trsactions and their placement not a broker).

In assistig entrepreneurs with MoReg and ta crets, the Company wil only

act as a consultat and wil not solicit purchasers, negotiate with purchasers or handle

securities of the issuer. With reect to the preartion of offerig literature or investor

presentations, the Company wil provide admistrtive assistace and commenta but wil

not tae par in the actual drg of any such materials. The Company's sta may attend

investor presentations durig the "test the waters" period but only for observational purposes.

The Company's publication of the Newsletter wil not brig it withi the

defintion of broker. The Genera Education Segment addressing investment in Smal

Business Capita investments wil provide genera educational inormation to investors and

not promote saes of securities. Also, the publication of a list and brief description of .

Missouri figs wil be simar to the newsletter in the Investex letter. In the Investex letter,

supra, a company's operation of a data base and newsletter that listed and describe

subscribing limited parerships did not brig such company with the defintion of broker

because the company was not engaged in' sellg securities and was not actig as the

custodi of a subscriber's funds or securities. In its publication and dissemination of the

Newsletter, the Company wil not engage in sellg securities or act as a custodian or agent

for investors.

Furthermore, lie the on-lie listig service in Petroleum Inormation, supra,

no negotitions or trsactions with respt to issuers lited in the Newsletter wil be

conducted thugh the Newslettr or the Company, and as noted above, the Company wil

not perform a matchig service though the Newsletter. See Petrleum Inormation at

11620.

Finaly, the Company wil reeive no trsacton based commsion for its

services. The Company wil reeive only compensation for offce servce such as copying

and statutory ta cret compensation. The Company wil reeive no ta cret compensation

with respect to investents in issuers that ar listed in the Newsletter, subjec to the historic

exceptions noted above.

Conclusion

It is our understadig, based on reent published inteipretive opinons of

Investment Mangement and Market Regulation, that the activities of the Company described

above would not. reuir the Company to register as an investent adviser under the

Advisers Act or as a broker or deaer under the Exchange Act~ Accordigly, we respeclly

135588 v13

- 12 ­

request that you commn. that each of Investment Management and Market Regulation would

not reommend enforcement acton with respt to such activities.

If, for any reon, c1acation or additional inorlation is neeed with

respt to the matters discussed above, or if either Investment Magement or Market

Regulation do not concur with the views expresse in ths letter, we resptflly reuest that

you telephone John A. Grada of ths offce prior to issuing any written response to ths

letter.

Sincerely,

STISON, MAG & FIZZE, P.C.

By

~Gr~

JAG/lk

135588 vl3

_ 13.:._...._--.

30,544

MIssurI

(E) The amount of seties to be offered

in this stte and the states in which a regis­

tration statement or similar docuent in

connection with the offering ha been or is

to be fied and any adverse order, judgment

or decree entere by the secuties agency or

923 6-92

ment under this seon automaticaly be­

comes effective concurrently with the

effectiveness of the federal registration

statement. If the federa regitration state­

ment becomes effective before the condi­

adminisrator in any state or by a cour or

the Securties and Exchge Commision

tions in this subsecton are satisfied and

they are not waived, the retration state­

(SEC) in connecon with the offering;

are satified. The regtrt shall promptly

ment becomes effectve when the conditions

with the regtrtion statement under and

satisfyg the requiments of secon 10 of

notiy the commissioner by telephone or tel­

egram of the date and time when the federal

regitration statement becae effective and

the Secuties Act of 1933; and

the content of the price amendment, if any,

(F) A copy of the latest prospec fied

(G) The consent of servce of proces re­

quired by secion 409.415(g), RSMo.

(3) If the information and documents re­

quied to be fied by subsecon (2) have been

on fie with the commiioner for at least

five (5) busines days. or any shorter period

as the commisioner, by rue or order, alows

and the applicable regtrtion fee has been

paid before the effectvenes of the federa

regitration statement, a regitration stte­

and shall file promptly a post effective

amendment contaning the information and

I

.

documents in the price amendment. The

commissioner shal promptly acknowledge

receipt of notification and effectiveness of

the regitration statement as of the date and

time the regitration statement bece ef­

fective with the SEC.

(Added efr. 10-27-86.1

Ch. 53-ales and Advertising Literature

(ir 35,491J (B) The following devices or sales presen-

Sec. 30-53.010. Promotional materi- tation,. and the use ~hereof. ~ll be deemed

als to be filed, permitted without fil- deceptive or misleadig practces:

ing, and prohibited. (1) Any

advertisement. display, pamphlet, brochure.

letter, aricle or communication publihed

in any newspaper, magne or periodica, or

script or any recrding, radio or televiion

annoUncement, broadcast or commercial to

be used or circulted in connecon with the

sale and promotion of a public offerig of

securties will be 'subjec to the following

requirements ard resrictons:

(A) All saes and advertir~ literatue and

1. Comparon char or grp.h showing a

distorted, unfair or unealtic relationship

between the isuer's past performance. pro­

gress or success and that of another com­

pany, business. industry or investment

media.

2. Lay-out. format, size, kind and color of

type used so as to attract attention to

favorable or incomplete portions of the ad­

promotional material, other th that ex­

vertising matter. or to minimize less

empted by the Act (secon 409.403) a."1d thi

favorable, modified or modifying portions

necesar to make the entire advertsement

rue, shal be governed by the following

1. The applicat sh fie with the com­

misioner, at leat iive days before its in­

tended disemiation, one copy of each item

of literatue or materiaL

2. If not disallowed by the commioner

by written notice or otherwse withn the

buses days from the date fùed, the litera­

ture or material may be dismited

a fai and truthful representation.

3. Statements or representations which

predict futu profit, success, appreciation,

performance or otherw relate to the merit

or potentia!. of the securties unles such

statements or represntations clearly Indi­

cate that they reprent solely the opInion

of the publier theref.

3. No formal approval of the literatu or

material sh be ised by the commis

sioner.

4. The diseminator of the litertu or

material sha be responsible for the acc­

racy and reliability of the literatu and ma­

terial, and its conformce with the Ac and

th rue;

ir 35,491

.

4. Generaliztions. generaized conclu­

sions opinons reprentations and genera

sttements basd upon a parcuar set of

fact and citace unes thos fact

and cicumces ar stted and modified

or e.~laied by such additional facts or ci­

cutaces as are neces to mae the

iC1992, Commerce Clearing House, Inc.

.

.

.

.

Blue Sky Reglatons

98 1-95

enti advertent a fu. fai. and trth­

fu reprentation.

5. Sales kits or fi clps diplays or e.'t

su which alone or by seuence and pro

gresive compilation. tend to present an

acculative or compoite pict or im­

preon of cer. or e.ugerated potenti.

profit. saety. retu or asured or extord­

nar invesent opportty or similar ben­

efit to the propecve purchasr.

6. Disbution of any non-fact or inac­

cute data or materi by word. pict.

char. grphs. or otherwe. bas on con­

jec unounded. exravagant. or flam­

boyant claims. asertions. predictions or

excesive optim.

7. Any pack or bonus deal. prie. git.

gimmick or similar inducement. combined

with or dependent upon the sae of some

other product contrct or servce. unes

that unt or combination ha been fuy di

clos and speccaly desbed and identi­

fied in the application as the secty bein

offere; and

30,545

i-Name and addr of iser.

2. Identity or title of sety.

. 3. Per unt offeri price number of sh

and amount of offer

4. Brief. genera desption of

bues.

5. Name and addres of underwter. or

addr where offeri ci or prope

ca be obtaed .

6. Date of isce

(B) Dividend notices. proxy statements

and report to shholder includig in­

vesent compay qualy and semi-an­

nua report

(3)(C) Unles reeste by the commis­

sioner purt to suon (1)(C) of this

rue. saes litetu advertin or maket

lettrs prepa in conformty with the ap­

plicable reations and in compliance with

the filig requiments of the SEC. and

NASD or an approved seties ~Yl"h"n~e;

(C) All saes and adverting literatu and

promotiona material other th that de­

scbed in subecon (3)(A) of th rue and

.'

CD) Fact or inormtive letrs bule­

ti or reea si to "news lettrs",

includin that intended for broker-dealer

relati to iser's pro or actvities st­

and internal us only sh be submitted to

the commioner for comment upon re­

tion.

repreentations inconstent with the offer­

rated in the offer ci or pro.

quest. Literatu and materi containg

ing docent and tht employing deceptive

and mileading practces as desbed in sub

seon (l)(B) of th rue shl be prohibite.

(2) No saes or adverting litertu or

promotiona materi contag any ra­

in or rati of offeri term or propeve

progr perfonnance sha be dimiate

unes speccay permtted by the commis

tu of the offer or cut fici condi­

(E) Dismition of any data incorp

so long as the us of su mate out of

conte doe iit ted to detr frm, di

tort superse or exre a diernt mea­

ing of the reprentations or dioses

contaed ther

(4) Any persn who prepa diute

or caus to be is or publied any saes

sioner by wrtten notice or otherw.

(3) The followig form and tyes of ad­

vert ar pett without the nec

literatu which is knowiy inccte,

commioner. unes specay prohiòited.

(A) So-aled "tombstone" advertsing.

reponsòle and acuntale theror in any

fal mileadi or tedi to miead . in

any materi re or otherw in viola­

sity for fiin or prior authorition by the tion of the provions her may be held

.

.

contain no more th the followi infor­

mation:

admitrtive or civi pro ar

under the Ac or thes rues

t:~~- ;

:-,', l

it is unwf for an applit to reret to

any prove pm. cume or cl­

ent tht th commoner ha. anouce

ions upon the reues of applicats with

repe to the availty of any exemption

approva (seon 40.40 of th Ac).

(seon 409.414(e) of the Act). For fee se

15 CS 30-0.030. The opinons of the com­

sae of la bloc of sees by any pe­

son or of any sees by contrll per­

mioner do not. constute any approval. of

the seties or trctons conceed and

Blue Sky Law Report

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Ch. 54-Exemptions

(135.5011

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(La amded ef.11-2514; 6-12- 4-93.1

Sec. 30-94.010.. General. (1) The com­

miioner may render interetative opin­

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(2) The buren of prf tht th offer and

sons (15 CS 3O.010(l)(G)). is not diy

or indiy for the bet of th iS and

ir 35,501

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