July 17, 1989
TO: STATE SECURITIES MEMBERS NO. 25-89
UNIT INVESTMENT TRUST MEMBERS NO. 37-89
CLOSED-END FUND MEMBERS NO. 30-89
RE: UNIFORM LEGEND RESOLUTION AMENDED BY NASAA
__________________________________________________________
The North American Securities Administrators Association
recently amended their resolution urging states to adopt the
uniform disclosure legend which must appear on the cover page of
any prospectus used for the purpose of offering and selling
securities subject to registration by the provisions of the
Securities Act of 1933 and the applicable state securities laws
where such securities are offered and sold.
The amended legend states:
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Except for the language referencing state securities
administrators, the amended language is identical to the language
required by the Securities and Exchange Commission. The staff of
the Division of Corporation Finance has advised that it will not
object to the use of this language to satisfy the legend
requirement of the Securities Act of 1933.
The language contained in the amended legend is identical
to the language that the Institute and Iowa agreed upon last
year. As you may recall, the staff of the Division of Investment
Management of the SEC indicated they did not object to the use of
the additional language. (See Memorandum to State Securities
Members No. 2-88, Unit Investment Trust Members No. 3-88, and
Closed-End Fund Members No. 3-88, dated February 16, l988).
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It is anticipated that other states will follow suit in
adopting the amended legend language.
Patricia Louie
Assistant General Counsel