Securities Act of 1933
Regulation D - Rule 501(a)
Rule 144A

January 12, 2016

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: College Savings Plan Network
Incoming letter dated December 29, 2015

You have requested interpretive advice as to the status of the prepaid tuition programs established by members of CSPN (the “tuition programs”) as “accredited investors” as defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933 (the “Securities Act”) and as “qualified institutional buyers” as defined in Rule 144A(a)(1)(i)(H) under the Securities Act. In your letter, you represent that each tuition program is established pursuant to a state enabling statute that requires the tuition program to conduct business activities consistent with the requirements of Internal Revenue Code Section 529 to prudently invest participants’ money to fund beneficiaries’ college education. You further represent that the structures of the tuition programs parallel the structure of a corporation or business trust, and that the tuition programs do not need the protections associated with registration under the Securities Act.

Based on the facts presented, the Division is of the view that the tuition programs, although each is not necessarily organized as an entity specifically listed in Rule 501(a)(3) of Regulation D, may be treated as “accredited investors” as defined in that rule if they satisfy the other requirements of that definition. In addition, the Division is of the view that the tuition programs, although each is not necessarily organized as an entity specifically listed in Rule 144A(a)(1)(i)(H), may be treated as “qualified institutional buyers” as defined in that rule if they satisfy the other requirements of that definition.

This position is based on the representations made to the Division in your letter. Any different facts might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter and Exhibits is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2016/cspn-011216-501a.htm