Current through Register Vol. 48, No. 38, September 20, 2024
a) Filing
requirements
1) Application for registration
of investment fund shares pursuant to Section 7.A of the Act shall be made by
filing the following documents with the Securities Department in Springfield in
the form required by Section 7.A(2) of the Act:
A) One copy of the registration statement
(without exhibits) which sets forth the title of the investment fund shares,
price or proposed offering price, and the aggregate number of units to be
offered by the registration statement on file with the SEC in its most recent
form as of the date of the initial filing under Section 7.A of the
Act;
B) A completed Application to
Register Securities on Form U-1, executed by the applicant, if a natural
person; or by a general partner, if the applicant is a partnership; or by an
officer of the applicant, if a corporation; or in other cases by a credible
person having knowledge of the facts, setting forth the title of the investment
fund shares to be offered in this State and, if the applicant is electing the
date of effectiveness of a post-effective amendment filed or to be filed with
the SEC as its "effective date" as defined in Section 2.13 of the Act,
specifying such date as the "effective date" for purposes of paragraph 6 of the
Application;
C) If the applicant is
not a registered dealer, the name of at least one registered dealer for the
investment fund shares being registered, or if no registered dealer is
participating in the offering, a description of the method by which the
investment fund shares being registered will be offered and sold in Illinois in
compliance with Section 8 of the Act; and
D) The filing fee required by Section 7.C of
the Act in the form and amount required by Section
130.110 of this
Part.
2) The completed
Application to Register Securities on Form U-1 shall constitute the application
and the undertaking called for by Sections 7.A(2)(c) and(d), respectively, of
the Act, except that:
A) The time period for
filing documents described in the undertaking set forth in paragraph 9(b) of
the Application shall be deemed to be the seven calendar days after the
forwarding thereof to the SEC;
B)
Only amendments to the federal registration statement which amend or supplement
the registration statement need be filed pursuant to paragraph 9(b)(i) of the
Application; and
C) The applicant
otherwise shall be required to comply with the undertakings set forth in
paragraph 9 of the Application only to the extent required by the Act and this
Part.
b) If,
prior to the effective date, there shall have been filed with the Securities
Department all of the documents and fees specified in subsection (a) of this
Section, registration of Investment Fund Shares under Section 7.A of the Act
shall become effective automatically on the effective date, provided that:
1) The application for registration is not
then the subject of pending proceedings under Section 11.F of the Act or of an
order of suspension, denial or prohibition under Section 11 of the Act;
and
2) At least one of the
following events shall have occurred on or before the effective date:
A) The Securities Department shall have
notified the applicant, in writing (which may be by telegraphic, electronic or
facsimile transmission), that such documents and fees conform to the
requirements of the Act and this Part; or
B) At least ten business days shall have
expired from and including the date on which all of the documents and fees
specified in subsection (a) of this Section have been filed with or paid to the
Securities Department.
c) If, prior to the effective date, all of
the documents specified in subsection (a) of this Section shall not have been
filed with the Securities Department, the registration under Section 7.A of the
Act shall take effect on the date that all of the following conditions are
satisfied:
1) All of the documents and fees
specified in subsection (a) of this Section shall have been filed with or paid
to the Securities Department;
2)
The application for registration is not then the subject of pending proceedings
under Section 11.F of the Act or of an order of suspension, denial or
prohibition under Section 11 of the Act; and
3) There shall have been filed with the
Securities Department a statement from the applicant in writing (which may be
by telegraphic, electronic or facsimile transmission), which either:
A) States that no investment fund shares
which are a part of the offering being registered have been sold in this State;
or
B) If investment fund shares
which are a part of the offering have been sold in this State, that sets forth
the name and address of each purchaser of such investment fund shares, the
dollar amount sold, and the exemption or exemptions from registration under
Section 3 or 4 of the Act relied upon in making such sale.
4) At least one of the following events shall
have occurred:
A) The Securities Department
shall have notified the applicant, in writing (which may be by telegraphic,
electronic or facsimile transmission), that such documents and fees conform to
the requirements of the Act and this Part; or
B) At least ten business days shall have
expired from and including the date on which all of the documents and fees
specified in subsection (a) of this Section have been filed with the Securities
Department; and
5) There
shall have been filed with the Securities Department in Springfield a statement
from the applicant, in writing (which may be by telegraphic, electronic or
facsimile transmission), dated not earlier than the first business day
preceding the date on which the registration statement under Section 7.A of the
Act is to take effect, stating that:
A) The
registration statement filed under the Federal 1933 Act as defined in Section
130.200
of this Part, is then in effect; and
B) The registration statement, including any
amendments or supplements thereto, then on file with the Securities Department
satisfies the requirements of Section 10(a)(3) of the Federal 1933 Act as
defined in Section
130.200
of this Part.
d) The applicant shall file notice with the
Securities Department, in writing (which may be by telegraphic, electronic or
facsimile transmission), no later than the close of business on the second
business day following the later of the effective date or the date on which the
registration under Section 7.A of the Act shall take effect, of the date and
time that the registration statement, or if the applicant is electing the date
of effectiveness of a post-effective amendment, that the post-effective
amendment, became effective under the Federal 1933 Act as defined in Section
130.200
of this Part.
e) Any amendment to a
registration under Section 7.A of the Act to add any series, class or portfolio
of shares of the same rank, general description and characteristics of the
investment fund shares previously registered shall be filed with the Securities
Department in Springfield prior to the offer or sale of the additional series,
class or portfolio of investment fund shares in this State. Such amendment
shall be accompanied by the additional registration fee required by Section 7.D
of the Act in the form and amount specified in Section
130.110 of this
Part.
f) The issuer, controlling
person or registered dealer who filed the application may petition the
Securities Department in writing prior to the effectiveness of the registration
of the investment fund shares under the Federal 1933 Act, as defined in Section
130.200
of this Part, for a waiver of automatic effectiveness of the registration of
the investment fund shares under the Act if such effectiveness would cause the
issuer, controlling person or registered dealer to violate any provision of the
Act or this Section. The Securities Department shall notify the issuer,
controlling person or registered dealer in writing of the Secretary's decision
to grant or deny any request for waiver of automatic effectiveness. If the
waiver is granted, the registration of the investment fund shares shall become
effective automatically on such date as shall be designated in writing by the
issuer, controlling person or registered dealer who filed the application,
provided that such person has satisfied all of the requirements of the Act and
this Section.
