Notice Filings for Offerings of Investment Company Securities

Notice Filings for Offerings of Investment Company Securities. A. Prior to the offer or sale of a security which is a covered security under Section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2), including securities issued by an open-end management investment company, a face-amount certificate company, or a unit investment trust, the issuer must submit to the Division or its designee the following: 1. A completed NASAA Form NF, signed either manually or electronically; 2. A completed NASAA Form U-2, signed either manually or electronically; and 3. A fee as set forth in Section 75-71-310(a) of the Act and Rule 4.01(A)(1). B. Upon written request of the Division and within the time period set forth in the request, the issuer must submit to the Division a copy of any document identified in the request that is part of the federal registration statement filed with the SEC or is part of an amendment to such federal registration statement. C. The Division requires a separate notice filing for each portfolio, series, type, kind, or class of securities to be offered or sold in this state. Each portfolio, series, type, kind, or class of securities offered in this state in a single prospectus must be accompanied by a separate notice filing fee. D. An issuer who has filed a NASAA Form U-2 in connection with a previous notice filing need not file another. E. Duration of Notice Filing. 1. Except as provided in Subsection (E)(2), a notice filing under Subsection (A) of this Rule is effective for the period of time as provided in Section 75-71-302(b) of the Act. 2. To facilitate the coordination of expiration dates with other states, the issuer may request a specific term of effectiveness which does not exceed one (1) year. F. Renewal. On or before the expiration of the effective period, a notice filing may be renewed by submitting to the Division or its designee another notice and payment of the applicable fee in accordance with Section 75-71-310(d) of the Act and Rule 4.01(A)(2). Such notice must include: (1) the name of the issuer, (2) a description of the securities filed in this state, and (3) the aggregate amount of securities sold in this state over the preceding twelve (12) month period. G. Termination. Whenever an offering of securities under Section 75-71-302(a) of the Act has been completed or is terminated or withdrawn, notice of completion, termination, or withdrawal of the offering and a fee as set forth in Section 75-71- 310(e) of the Act and Rule 4.01(A)(3) shall be filed within sixty (60) days of completion. The notice of completion shall state (1) the name of the issuer, (2) a description of the securities filed in this state, (3) the aggregate amount of securities sold in this state, and (4) the date the offering was completed. H. Amendments. The materials filed pursuant to Subsection (A) of this Rule may be amended by forwarding the corrected information to the Division or its designee on a revised Form NF and requesting that the file be amended accordingly. Amendments are effective upon receipt by the Division or its designee. I. Recognized designee. 1. The Division may authorize and recognize a designee to receive notice filings under this Rule on behalf of the Division. Such filings include but are not limited to notices, fees, and all documents that are part of a federal registration statement filed with the SEC under the Securities Act of 1933. 2. The designation provided in this Rule is for the sole purpose of receiving notice filings, including but not limited to notices, fees, and all documents, on behalf of the Division and then transmitting those documents to the Division, or for any other purpose which the Division may prescribe by order or release.