Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-15 - Federal Covered Securities
Section R164-15-1 - Notice Filings for Offerings of Investment Company Securities
Universal Citation: UT Admin Code R 164-15-1
Current through Bulletin 2024-06, March 15, 2024
(A) Authority and purpose.
(1) The Division enacts this rule
under authority granted by Sections
61-1-15.5
and
61-1-24.
(2) The rule requires a notice filing prior
to the offer or sale of securities described in Subsection
61-1-15.5(1)
and sets forth the filing procedure.
(3) The rule also authorizes optional
electronic filing of notices.
(B) Definitions
(1) "Designee" means any person or entity
authorized and recognized by the Division in this rule to accept filings on
behalf of the Division by electronic or other means of communication.
(2) "Division" means the Division of
Securities, Utah Department of Commerce.
(3) "NASAA" means the North American
Securities Administrators Association, Inc.
(4) "SEC" means the United States Securities
and Exchange Commission.
(C) Filing requirements
(1) 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, the issuer must submit to the Division or its designee the following:
(1)
(a) A
completed manually signed NASAA Form NF;
(1)
(b) A completed manually signed NASAA Form
U-2 - Uniform Consent to Service of Process; and
(1)
(c) A fee as specified in the Division's fee
schedule.
(2)
The issuer may submit a copy of all documents that are part of the federal
registration statement filed with the SEC as a substitute for NASAA Form
NF.
(3) 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.
(4) All securities included in the same
prospectus may be covered under a single notice filing.
(5) An issuer who has filed a Form U-2 in
connection with a previous notice filing need not file
another.
(D) Term of notice filing
(1) Except as provided in
Subparagraph (D)(2), a notice filing under Paragraph (C) is effective for one
year from the date filed with the Division or its designee.
(2) A notice filing under Paragraph (C) for a
unit investment trust is for an indefinite period of time from the date filed
with the Division or its designee.
(3) To facilitate the coordination of
expiration dates with other states, the issuer may request a specific term of
effectiveness which does not exceed one year.
(E) Renewal
A notice filing, for which the term is about to expire, may be renewed by submitting to the Division or its designee, another notice and payment of the applicable fee in accordance with Paragraph (C).
(F) Amendments
(1) The materials filed pursuant to Paragraph
(C) may be amended by forwarding the corrected information to the Division or
its designee and requesting that the file be amended accordingly.
(2) No fee is required for an
amendment.
(G) Recognized designee
(1) The Division
authorizes and recognizes the Securities Registration Depository, Inc. as a
designee to receive notice filings under this rule on behalf of the Division,
including but 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 filings 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.
(H) Sales Report
Within 30 days of the close of the offering or when the issuer ceases to rely upon the notice, whichever occurs first, unit investment trusts shall file a sales report on NASAA Form NF. No sales report is required for open-end management investment companies.
Disclaimer: These regulations may not be the most recent version. Utah may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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