Current through Register Vol. 49, No. 18, September 16, 2024
PURPOSE: This amendment adds the fees required to
submit a notice filing for a Regulation A Tier 2 offering in
Missouri.
(1) General
Provisions.
(A) All fees shall accompany the
application or other filing to which they pertain.
(B) Fees shall be remitted by check, draft,
or money order (cash is not acceptable) payable to the Missouri Secretary of
State, or, if the application is submitted through the Central Registration
Depository (CRD) System or Investment Adviser Registration Depository (IARD)
System, fees shall be remitted by check or wire transfer to the financial
institution designated by the Financial Industry Regulatory Authority
(FINRA).
(C) Fees paid with
applications filed through the CRD System, the IARD System, or other electronic
system approved by the commissioner may be sent by wire transfer or mail to
FINRA.
(D) Fees paid in connection
with applications filed through other electronic systems that are approved by
the commissioner may be sent by wire transfer to the financial institution
designated by the Office of the Missouri Secretary of State.
(2) Registration of Securities
(section
409.3-305(b),
RSMo). The fees for registration of securities are as follows:
(A) The minimum filing fee is one hundred
dollars ($100). This permits registration of up to one hundred thousand dollars
($100,000) of securities in Missouri.
(B) To register more than one hundred
thousand dollars ($100,000) of securities in Missouri, the registration fee is
one-twentieth of one percent (1/20 of 1%) of the amount above one hundred
thousand dollars ($100,000). The maximum total fee (filing plus registration)
is one thousand dollars ($1,000).
(C) The registration fee in the case of
warrants or rights shall be based on the aggregate amount of the security
called for by the warrants or rights, and the amount of the warrants or rights
if they are not distributed without consideration.
(D) The registration fee relating to
convertible securities in which no consideration is given for the second
security, except the surrender of the first, shall be based solely on the
amount of the convertible security.
(E) When separate securities are sold as a
unit, the unit and the securities that comprise the unit are considered one (1)
registration. The registration fee is based on the aggregate amount of
securities that comprise the unit. When separate securities are sold
separately, a separate application, filing fee, and registration fee is
required for each security.
(F)
Renewal Filings. The annual renewal fee for the registration of securities is
one hundred dollars ($100).
(3) Federal Covered Securities. The filing
fees for federal covered securities are as follows:
(A) Face-Amount Certificate Companies or
Open-End Management Companies. The fees for securities issued by these
companies, as classified under the Investment Company Act of 1940 and that are
offered or sold in this state, shall consist of the following:
1. Initial filing fee. The initial filing fee
is one hundred dollars ($100). The initial filing fee must be paid prior to the
initial offer of the securities in this state. A separate initial filing fee is
required for each portfolio of securities.
2. Filing fee. A filing fee of one-twentieth
of one percent (1/20 of 1%) of the amount of securities sold in this state
during the issuer's previous fiscal year must be paid within sixty (60) days of
the issuer's fiscal year end. The maximum filing fee for the securities sold in
this state during a fiscal year is three thousand dollars ($3,000). This
maximum filing fee includes the initial filing fee for the first fiscal year.
In addition, the renewal fee described in subsection (3)(C) below can be
applied as the filing fee for the first two hundred thousand dollars ($200,000)
of securities sold in this state during a fiscal year. A separate filing fee is
required for each portfolio of securities.
(B) Closed End Management Companies. The fees
for securities issued by these companies, as classified under the Investment
Company Act of 1940 and that are offered or sold in this state, shall consist
of the following:
1. Initial filing fee. The
initial filing fee is one hundred dollars ($100). The initial filing fee of one
hundred dollars ($100) includes the filing fee for the first one hundred
thousand dollars ($100,000) of securities to be sold in this state;
and
2. Filing fee. The filing fee
for any additional amount of securities sold above the first one hundred
thousand dollars ($100,000) is one-twentieth of one percent (1/20 of 1%) of the
amount of the additional securities sold in this state during the issuer's
previous fiscal year and must be paid within sixty (60) days of the issuer's
fiscal year end. The maximum filing fee is one thousand dollars ($1,000) and
includes the initial filing fee.
(C) Unit Investment Trusts. The fees for
securities issued by these companies, as classified under the Investment
Company Act of 1940 and that are offered or sold in this state, shall consist
of the following:
1. Initial filing fee. The
initial filing fee is one hundred dollars ($100). The initial filing fee of one
hundred dollars ($100) includes the filing fee for the first one hundred
thousand dollars ($100,000) of securities to be sold in this state;
and
2. Filing fee. The filing fee
for any additional amount of securities sold above the first one hundred
thousand dollars ($100,000) is one-twentieth of one percent (1/20 of 1%) of the
amount of the additional securities sold in this state after the anniversary of
the effectiveness with the Securities and Exchange Commission or the
anniversary of the filings' effectiveness in this state, and must be paid
within sixty (60) days of that date. The maximum filing fee is one thousand
dollars ($1,000) and includes the initial filing fee.
(D) Renewal Fee for Investment Companies.
The annual renewal fee for investment companies is one hundred dollars ($100)
and must be paid on or within thirty (30) days before the anniversary of the
effective date or at the time of the fiscal year end.
(E) Regulation D, Rule 506. The filing fee for each
offering under Regulation D, Rule 506, is one hundred dollars ($100). There
shall be a payment of fifty dollars ($50) for any late filing.
(F) Regulation A, Tier 2. The filing fee for
each offering under Regulation A, Tier 2, is one hundred dollars ($100). There
shall be a payment of fifty dollars ($50) for any late filing.
(4) Registration of Broker-Dealers
and Investment Advisers (section
409.4-410, RSMo). The
filing fees for registration of broker-dealers and investment advisers are as
follows:
(A) Initial Registration-two hundred
dollars ($200); and
(B) Renewal
Registration-one hundred dollars ($100).
(5) Registration of Agents and Investment
Adviser Representatives. The filing fees for registration of broker-dealer
agents and investment adviser representatives are as follows:
(A) Initial Registration-fifty dollars
($50);
(B) Renewal
Registration-fifty dollars ($50); and
(C) Change of Registration-fifty dollars
($50).
(6) Federal
Covered Adviser. The notice filing fees of federal covered advisers are as
follows:
(A) Initial Notice Filing-two
hundred dollars ($200); and
(B)
Renewal Notice Filing-one hundred dollars ($100).
(7) Document Requests. The fees for copies of
documents and records in the division, or reports relating to these documents
or records, are as follows: ten cents (10[CENT]) per page, plus five dollars
($5) for certification and two dollars ($2) per page for telephone and
electronic transmittals (sections
28.160
and 409.6-606(c), RSMo).
(8) Interpretive Opinions. Interpretive
opinions, including no action letters and opinions that involve a claim of
exception from a definition under section
409.1-102, RSMo, or
otherwise from the scope of the Act, may be provided to interested persons for
a filing fee of one hundred dollars ($100) (section
409.6-605(d),
RSMo).
(9) Notice Filing for
Exemptions. The filing fee for a notice filing for an exemption under sections
409.2-201,
409.2-202, or
409.2-203,
RSMo, is one hundred dollars ($100).
(10) Refunds.
(A) No refund of filing fees shall be
permitted in the instances of applications for registration of securities and
for registration of broker-dealers, agents, investment advisers, and
representatives of investment advisers, even though the applications are denied
or withdrawn (section
409.4-410,
RSMo);
(B) Registration fees, but
not filing fees, will be refunded upon withdrawal of an application.
Registration fees will not be refunded if an application is denied registration
pursuant to section
409.3-306,
RSMo; and
(C) No refund of
registration fees shall be permitted, if registration of securities is
effected.
(11) Exemption
for Active Duty Military Personnel. Agents and investment adviser
representatives who either have been called to active military duty or
voluntarily joined the Armed Forces of the United States shall be, after proper
notification, exempt from the payment of renewal registration fees for the
period of active service.
(A) Agents and
investment adviser representatives wishing to utilize the exemption shall
notify the division in writing, and provide a copy of the individual's orders
(official call-up notification) or a copy of the letter of leave request for
individuals that voluntarily join. Either document should include the
individual's start date, military branch, and location of service
duty.
(B) Within ninety (90) days
of completion of military service, the agent or investment adviser
representative shall provide a copy of the individual's discharge papers that
indicate the start and end dates of service. Upon completion of service, the
individual's renewal registration fee shall be paid under the provisions of
section
409.4-406(2)(d),
RSMo.
(C) Any renewal fee paid
during the time the individual is on active military duty shall be refunded
within ninety (90) days.
*Original authority: 409.3-302, RSMo 2003; 409.3-305, RSMo
2003; 409.4-410, RSMo 2003; 409.6-605, RSMo 2003; and 409.6-606, RSMo
2003.
