Investment Companies

As provided by Section 18(b)(2) of the 1933 Act:

"A security is a covered security if such security is a security issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940."

The Securities and Exchange Commission's Division of Investment Management regulates investment companies.

The Utah Division of Securities requires a correct and complete filing in order to process the filing. For requirements, filing information, and other pertinent information, see below.

Notice Filing Requirement

Investment companies that qualify under section 18(b)(2) are required to make a notice filing in Utah pursuant to rule R164-15-1 of the Utah Administrative Code.

Filing

To make a notice filing for an investment company, the issuer must submit to the Division the following:

  1. Email to nnadams@utah.gov  as PDF attachments:
    a. A completed manually signed Form NF or may be electronically signed if filing through a designated electronic filing system.
    b. A completed manually signed NASAA Form U2 - Uniform Consent to Service of Process; and
  2. ACH Payment directly to the Division:
    a. $600 filing fee.
    b. Email nnadams@utah.gov  for Wire/ACH payment instructions.

Request for Documents

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.

Prospectus Level Filing

All securities included in the same prospectus may be covered under a single notice filing.

Prior Form U2 Filing

An issuer who has filed a Form U2 in connection with a previous notice filing need not file another.

Term of Notice Filing

Notice filings are effective for one year from the date filed with the Division if SEC effective, except for unit investment trusts which are effective upon receipt and for an indefinite period of time from the date filed with the Division.

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.

Renewal

A notice filing, for which the term is about to expire, may be renewed by submitting to the Division another notice and $600 fee.

Amendments

A notice filing may be amended by submitting an NF amendment to the Division, forwarding the corrected information to the Division, and requesting that the file be amended accordingly. No fee is required for an amendment.

Recognized Designee

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.

Notice of Termination

A termination NF should be filed with the Division within 30 days of the close of the offering or when the issuer ceases to rely upon the notice, whichever occurs first.