1.1.................... moves to amend H.F. No. 2942 as follows:
1.2Page 23, after line 17, insert:

1.3    "Sec. 22. Minnesota Statutes 2008, section 80A.46, is amended to read:
1.480A.46 SECTION 202; EXEMPT TRANSACTIONS.
1.5    The following transactions are exempt from the requirements of sections 80A.49
1.6through 80A.54 and 80A.71:
1.7    (1) isolated nonissuer transactions, consisting of sale to not more than ten purchasers
1.8in Minnesota during any period of 12 consecutive months, whether effected by or through
1.9a broker-dealer or not;
1.10    (2) a nonissuer transaction by or through a broker-dealer registered, or exempt from
1.11registration under this chapter, and a resale transaction by a sponsor of a unit investment
1.12trust registered under the Investment Company Act of 1940, in a security of a class that
1.13has been outstanding in the hands of the public for at least 90 days, if, at the date of
1.14the transaction:
1.15    (A) the issuer of the security is engaged in business, the issuer is not in the
1.16organizational stage or in bankruptcy or receivership, and the issuer is not a blank check,
1.17blind pool, or shell company that has no specific business plan or purpose or has indicated
1.18that its primary business plan is to engage in a merger or combination of the business with,
1.19or an acquisition of, an unidentified person;
1.20    (B) the security is sold at a price reasonably related to its current market price;
1.21    (C) the security does not constitute the whole or part of an unsold allotment to, or
1.22a subscription or participation by, the broker-dealer as an underwriter of the security
1.23or a redistribution;
1.24    (D) a nationally recognized securities manual or its electronic equivalent designated
1.25by rule adopted or order issued under this chapter or a record filed with the Securities and
1.26Exchange Commission that is publicly available contains:
2.1    (i) a description of the business and operations of the issuer;
2.2    (ii) the names of the issuer's executive officers and the names of the issuer's
2.3directors, if any;
2.4    (iii) an audited balance sheet of the issuer as of a date within 18 months before the
2.5date of the transaction or, in the case of a reorganization or merger when the parties to
2.6the reorganization or merger each had an audited balance sheet, a pro forma balance
2.7sheet for the combined organization; and
2.8    (iv) an audited income statement for each of the issuer's two immediately previous
2.9fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case
2.10of a reorganization or merger when each party to the reorganization or merger had audited
2.11income statements, a pro forma income statement; and
2.12    (E) any one of the following requirements is met:
2.13    (i) the issuer of the security has a class of equity securities listed on a national
2.14securities exchange registered under Section 6 of the Securities Exchange Act of 1934
2.15or designated for trading on the National Association of Securities Dealers Automated
2.16Quotation System;
2.17    (ii) the issuer of the security is a unit investment trust registered under the Investment
2.18Company Act of 1940;
2.19    (iii) the issuer of the security, including its predecessors, has been engaged in
2.20continuous business for at least three years; or
2.21    (iv) the issuer of the security has total assets of at least $2,000,000 based on an
2.22audited balance sheet as of a date within 18 months before the date of the transaction or, in
2.23the case of a reorganization or merger when the parties to the reorganization or merger
2.24each had such an audited balance sheet, a pro forma balance sheet for the combined
2.25organization;
2.26    (3) a nonissuer transaction by or through a broker-dealer registered or exempt from
2.27registration under this chapter in a security of a foreign issuer that is a margin security
2.28defined in regulations or rules adopted by the Board of Governors of the Federal Reserve
2.29System;
2.30    (4) a nonissuer transaction by or through a broker-dealer registered or exempt
2.31from registration under this chapter in an outstanding security if the guarantor of the
2.32security files reports with the Securities and Exchange Commission under the reporting
2.33requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
2.34Sections 78m or 78o(d));
2.35    (5) a nonissuer transaction by or through a broker-dealer registered or exempt from
2.36registration under this chapter in a security that:
3.1    (A) is rated at the time of the transaction by a nationally recognized statistical rating
3.2organization in one of its four highest rating categories; or
3.3    (B) has a fixed maturity or a fixed interest or dividend, if:
3.4    (i) a default has not occurred during the current fiscal year or within the three
3.5previous fiscal years or during the existence of the issuer and any predecessor if less than
3.6three fiscal years, in the payment of principal, interest, or dividends on the security; and
3.7    (ii) the issuer is engaged in business, is not in the organizational stage or in
3.8bankruptcy or receivership, and is not and has not been within the previous 12 months a
3.9blank check, blind pool, or shell company that has no specific business plan or purpose or
3.10has indicated that its primary business plan is to engage in a merger or combination of the
3.11business with, or an acquisition of, an unidentified person;
3.12    (6) a nonissuer transaction by or through a broker-dealer registered or exempt from
3.13registration under this chapter effecting an unsolicited order or offer to purchase;
3.14    (7) a nonissuer transaction executed by a bona fide pledgee without the purpose
3.15of evading this chapter;
3.16    (8) a nonissuer transaction by a federal covered investment adviser with investments
3.17under management in excess of $100,000,000 acting in the exercise of discretionary
3.18authority in a signed record for the account of others;
3.19    (9) a transaction in a security, whether or not the security or transaction is otherwise
3.20exempt, in exchange for one or more bona fide outstanding securities, claims, or property
3.21interests, or partly in such exchange and partly for cash, if the terms and conditions of
3.22the issuance and exchange or the delivery and exchange and the fairness of the terms and
3.23conditions have been approved by the administrator after a hearing;
3.24    (10) a transaction between the issuer or other person on whose behalf the offering is
3.25made and an underwriter, or among underwriters;
3.26    (11) a transaction in a note, bond, debenture, or other evidence of indebtedness
3.27secured by a mortgage or other security agreement if:
3.28    (A) the note, bond, debenture, or other evidence of indebtedness is offered and sold
3.29with the mortgage or other security agreement as a unit;
3.30    (B) a general solicitation or general advertisement of the transaction is not made; and
3.31    (C) a commission or other remuneration is not paid or given, directly or indirectly, to
3.32a person not registered under this chapter as a broker-dealer or as an agent;
3.33    (12) a transaction by an executor, administrator of an estate, sheriff, marshal,
3.34receiver, trustee in bankruptcy, guardian, or conservator;
3.35    (13) a sale or offer to sell to:
3.36    (A) an institutional investor;
4.1    (B) an accredited investor;
4.2    (C) a federal covered investment adviser; or
4.3    (D) any other person exempted by rule adopted or order issued under this chapter;
4.4    (14) a sale or an offer to sell securities by an issuer, if the transaction is part of
4.5a single issue in which:
4.6    (A) not more than 35 purchasers are present in this state during any 12 consecutive
4.7months, other than those designated in paragraph (13);
4.8    (B) a general solicitation or general advertising is not made in connection with
4.9the offer to sell or sale of the securities;
4.10    (C) a commission or other remuneration is not paid or given, directly or indirectly, to
4.11a person other than a broker-dealer registered under this chapter or an agent registered
4.12under this chapter for soliciting a prospective purchaser in this state; and
4.13    (D) the issuer reasonably believes that all the purchasers in this state, other than
4.14those designated in paragraph (13), are purchasing for investment.
4.15Any issuer selling to purchasers in this state in reliance on this clause (14) exemption
4.16must provide to the administrator notice of the transaction by filing a statement of issuer
4.17form as adopted by rule. Notice must be filed at least ten days in advance of any sale or
4.18such shorter period as permitted by the administrator. However, an issuer who makes sales
4.19to ten or fewer purchasers in Minnesota during any period of 12 consecutive months is not
4.20required to provide this notice;
4.21    (15) a transaction under an offer to existing security holders of the issuer, including
4.22persons that at the date of the transaction are holders of convertible securities, options,
4.23or warrants, if a commission or other remuneration, other than a standby commission, is
4.24not paid or given, directly or indirectly, for soliciting a security holder in this state. The
4.25person making the offer and effecting the transaction must provide to the administrator
4.26notice of the transaction by filing a written description of the transaction. Notice must be
4.27filed at least ten days in advance of any transaction or such shorter period as permitted by
4.28the administrator;
4.29    (16) an offer to sell, but not a sale, of a security not exempt from registration under
4.30the Securities Act of 1933 if:
4.31    (A) a registration or offering statement or similar record as required under the
4.32Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance
4.33with Rule 165 adopted under the Securities Act of 1933 (17 C.F.R. 230.165); and
4.34    (B) a stop order of which the offeror is aware has not been issued against the offeror
4.35by the administrator or the Securities and Exchange Commission, and an audit, inspection,
5.1or proceeding that is public and that may culminate in a stop order is not known by the
5.2offeror to be pending;
5.3    (17) an offer to sell, but not a sale, of a security exempt from registration under the
5.4Securities Act of 1933 if:
5.5    (A) a registration statement has been filed under this chapter, but is not effective;
5.6    (B) a solicitation of interest is provided in a record to offerees in compliance with a
5.7rule adopted by the administrator under this chapter; and
5.8    (C) a stop order of which the offeror is aware has not been issued by the administrator
5.9under this chapter and an audit, inspection, or proceeding that may culminate in a stop
5.10order is not known by the offeror to be pending;
5.11    (18) a transaction involving the distribution of the securities of an issuer to the
5.12security holders of another person in connection with a merger, consolidation, exchange
5.13of securities, sale of assets, or other reorganization to which the issuer, or its parent
5.14or subsidiary and the other person, or its parent or subsidiary, are parties. The person
5.15distributing the issuer's securities must provide to the administrator notice of the
5.16transaction by filing a written description of the transaction along with a consent to service
5.17of process complying with section 80A.88. Notice must be filed at least ten days in
5.18advance of any transaction or such shorter period as permitted by the administrator;
5.19    (19) a rescission offer, sale, or purchase under section 80A.77;. The person making
5.20the rescission offer must provide to the administrator notice of the transaction by filing a
5.21written description of the transaction and a copy of the record that must be delivered to the
5.22offeree under section 80A.77. Notice must be filed at least ten days in advance of any
5.23rescission offer under section 80A.77 or a shorter period as permitted by the administrator;
5.24    (20) an offer or sale of a security to a person not a resident of this state and not
5.25present in this state if the offer or sale does not constitute a violation of the laws of the
5.26state or foreign jurisdiction in which the offeree or purchaser is present and is not part of
5.27an unlawful plan or scheme to evade this chapter;
5.28    (21) employees' stock purchase, savings, option, profit-sharing, pension, or
5.29similar employees' benefit plan, including any securities, plan interests, and guarantees
5.30issued under a compensatory benefit plan or compensation contract, contained in a
5.31record, established by the issuer, its parents, its majority-owned subsidiaries, or the
5.32majority-owned subsidiaries of the issuer's parent for the participation of their employees
5.33including offers or sales of such securities to:
5.34    (A) directors; general partners; trustees, if the issuer is a business trust; officers;
5.35consultants; and advisors;
6.1    (B) family members who acquire such securities from those persons through gifts or
6.2domestic relations orders;
6.3    (C) former employees, directors, general partners, trustees, officers, consultants, and
6.4advisors if those individuals were employed by or providing services to the issuer when
6.5the securities were offered; and
6.6    (D) insurance agents who are exclusive insurance agents of the issuer, or the issuer's
6.7subsidiaries or parents, or who derive more than 50 percent of their annual income from
6.8those organizations.
6.9A person establishing an employee benefit plan under the exemption in this clause
6.10(21) must provide to the administrator notice of the transaction by filing a written
6.11description of the transaction along with a consent to service of process complying with
6.12section 80A.88. Notice must be filed at least ten days in advance of any transaction or
6.13such shorter period as permitted by the administrator;
6.14    (22) a transaction involving:
6.15    (A) a stock dividend or equivalent equity distribution, whether the corporation or
6.16other business organization distributing the dividend or equivalent equity distribution is
6.17the issuer or not, if nothing of value is given by stockholders or other equity holders for
6.18the dividend or equivalent equity distribution other than the surrender of a right to a cash
6.19or property dividend if each stockholder or other equity holder may elect to take the
6.20dividend or equivalent equity distribution in cash, property, or stock;
6.21    (B) an act incident to a judicially approved reorganization in which a security is
6.22issued in exchange for one or more outstanding securities, claims, or property interests, or
6.23partly in such exchange and partly for cash; or
6.24    (C) the solicitation of tenders of securities by an offeror in a tender offer in
6.25compliance with Rule 162 adopted under the Securities Act of 1933 (17 C.F.R. 230.162);
6.26    (23) a nonissuer transaction in an outstanding security by or through a broker-dealer
6.27registered or exempt from registration under this chapter, if the issuer is a reporting
6.28issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order
6.29issued under this chapter; has been subject to continuous reporting requirements in the
6.30foreign jurisdiction for not less than 180 days before the transaction; and the security is
6.31listed on the foreign jurisdiction's securities exchange that has been designated by this
6.32paragraph or by rule adopted or order issued under this chapter, or is a security of the same
6.33issuer that is of senior or substantially equal rank to the listed security or is a warrant or
6.34right to purchase or subscribe to any of the foregoing. For purposes of this paragraph,
6.35Canada, together with its provinces and territories, is a designated foreign jurisdiction
6.36and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an
7.1administrative hearing in compliance with chapter 14, the administrator, by rule adopted
7.2or order issued under this chapter, may revoke the designation of a securities exchange
7.3under this paragraph, if the administrator finds that revocation is necessary or appropriate
7.4in the public interest and for the protection of investors;
7.5    (24) any transaction effected by or through a Canadian broker-dealer exempted from
7.6broker-dealer registration pursuant to section 80A.56(b)(3); or
7.7    (25)(A) the offer and sale by a cooperative organized under chapter 308A, or
7.8under the laws of another state, of its securities when the securities are offered and sold
7.9only to its members, or when the purchase of the securities is necessary or incidental to
7.10establishing membership in the cooperative, or when the securities are issued as patronage
7.11dividends. This paragraph applies to a cooperative organized under chapter 308A, or under
7.12the laws of another state, only if the cooperative has filed with the administrator a consent
7.13to service of process under section 80A.88 and has, not less than ten days before the
7.14issuance or delivery, furnished the administrator with a written general description of the
7.15transaction and any other information that the administrator requires by rule or otherwise;
7.16    (B) the offer and sale by a cooperative organized under chapter 308B of its securities
7.17when the securities are offered and sold to its existing members or when the purchase of the
7.18securities is necessary or incidental to establishing patron membership in the cooperative,
7.19or when such securities are issued as patronage dividends. The administrator has the
7.20power to define "patron membership" for purposes of this paragraph. This paragraph
7.21applies to securities, other than securities issued as patronage dividends, only when:
7.22    (i) the issuer, before the completion of the sale of the securities, provides each
7.23offeree or purchaser disclosure materials that, to the extent material to an understanding of
7.24the issuer, its business, and the securities being offered, substantially meet the disclosure
7.25conditions and limitations found in rule 502(b) of Regulation D promulgated by the
7.26Securities and Exchange Commission, Code of Federal Regulations, title 17, section
7.27230.502; and
7.28    (ii) within 15 days after the completion of the first sale in each offering completed in
7.29reliance upon this exemption, the cooperative has filed with the administrator a consent to
7.30service of process under section 80A.88 (or has previously filed such a consent), and has
7.31furnished the administrator with a written general description of the transaction and any
7.32other information that the administrator requires by rule or otherwise; and
7.33(C) a cooperative may, at or about the same time as offers or sales are being
7.34completed in reliance upon the exemptions from registration found in this subpart and as
7.35part of a common plan of financing, offer or sell its securities in reliance upon any other
7.36exemption from registration available under this chapter. The offer or sale of securities in
8.1reliance upon the exemptions found in this subpart will not be considered or deemed a part
8.2of or be integrated with any offer or sale of securities conducted by the cooperative in
8.3reliance upon any other exemption from registration available under this chapter, nor will
8.4offers or sales of securities by the cooperative in reliance upon any other exemption from
8.5registration available under this chapter be considered or deemed a part of or be integrated
8.6with any offer or sale conducted by the cooperative in reliance upon this paragraph.

8.7    Sec. 23. Minnesota Statutes 2008, section 80A.65, subdivision 6, is amended to read:
8.8    Subd. 6. Rescission offer filing fee. The filing of a rescission offer under section
8.980A.77 80A.46(19), shall be accompanied by the fees as calculated in subdivision 1."
8.10Renumber the sections in sequence and correct the internal references
8.11Amend the title accordingly