1 Miss. Code. R. 14-2-2.25 - 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the Act has been completed or is terminated or withdrawn, notice of completion,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.
Notes
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