Utah Admin. Code R357-7-3 - Definitions
(1) "Accredited Investor" has the same
meaning as under the U.S. Securities Act of 1933, as Adopted, including the
rules promulgated thereunder.
(2)
"Act" means the Utah Venture Capital Enhancement Act, U.C.A. Section
63N-6-101 et seq.
(3) "Actual Return" means the actual
aggregate amount of cash or cash equivalents and the fair market value of
property received from a Utah Fund of Funds with respect to a Private
Investment, including amounts received as returns of contributed capital or
returns on capital contributions and amounts received in excess of capital
contributed, in whatever form received.
(4) "Annual Report" means the annual report
of the activities conducted by the Utah Fund of Funds that is published by the
Corporation, in consultation with the Board in accordance with U.C.A. Section
63N-6-301(6).
(5) "Auditor" means the Person
that conducts the annual audit made in accordance with U.C.A. Section
63N-6-405.
(6) "Board" means the Utah Capital Investment
Board, established in accordance with U.C.A. Section
63N-6-201.
(7) "Business Day" means any day other than a
Saturday, Sunday, or a day on which banking institutions located in Salt Lake
City, Utah are authorized by law to be closed.
(8) "Calendar Year" means, with respect to
any date or event, the actual calendar year in which such date or event occurs.
(9) "Capital Invested" means the
actual aggregate amount of cash or cash equivalents and the fair market value
of property contributed with respect to a Private Investment in a Utah Fund of
Funds, including capital contributions made by and distributions returned to
such Utah Fund of Funds in accordance with the terms of the limited partnership
agreement or operating agreement of the Utah Fund of Funds.
(10) "Certificate" means a "certificate"
within the meaning of U.C.A. Section
63N-6-103(2).
(11) "Certificate of Eligibility"
means a certificate issued in accordance with section 3 of
R357-7-6 to a Designated
Investor.
(12) "Certificate
Register" means the register maintained by the Board recording the name,
address and taxpayer identification number of each Designated Investor and all
transactions involving Certificates, Certificates of Eligibility, Tax Credit
Redemption Certificates and Tax Credit Balance Certificates, including the
maximum amount of tax credits represented by each certificate issued or
Transferred to such Designated Investor.
(13) "Certification" means
(i) with respect to a Certificate for
contingent tax credits, the process by which the Board certifies the amount of
tax credits the Designated Investor is entitled to receive in accordance with
R357-7-4 or
R357-7-5 as applicable, and
(ii) with respect to a Certificate
of Eligibility or Tax Credit Balance Certificate, the process by which the
Board certifies the amount of tax credits a Designated Investor is entitled to
receive upon application in accordance with
R357-7-6.
(14) "Commission" means the Utah State Tax
Commission.
(15) "Corporation"
means Utah Capital Investment Corporation, established in accordance with
U.C.A. Section
63N-6-301.
(16) "Closing" means the date of acceptance
of a Designated Investor's capital commitment and admission of such Designated
Investor as a limited partner or member, as applicable, in a Utah Fund of
Funds.
(17) "Debt-based
Refinancing" means a Private Investment structured as a loan to a Utah Fund of
Funds that is used to repay all or a portion of the outstanding principal,
premium or interest of an existing loan to such Utah Fund of Funds that was
originated before July 1, 2014 or the modification of the terms of such an
existing loan in accordance with U.C.A. Section
63N-6-406(2)(e).
(18) "Designated Investor" means
(a) a Person who makes a Private Investment
to whom a Certificate, Certificate of Eligibility, Tax Credit Redemption
Certificate or Tax Credit Balance Certificate is issued, and
(b) such Person's successor as a matter of
law. A Transferee of a Designated Investor shall succeed to the rights of a
Designated Investor with respect to a Certificate, Certification of
Eligibility, Tax Credit Redemption Certificate or Tax Credit Balance
Certificate to the extent such rights are Transferred in accordance with
R357-7-7 and upon such Transfer
shall be a Designated Investor for purposes of these rules.
(19) "Designated Purchaser" means
a "designated purchaser" within the meaning of U.C.A. Section
63N-6-103(8).
(20) "Determination Date" means,
with respect to each Utah Fund of Funds, December 31 of the Calendar Year in
which the Term of such Utah Fund of Funds expires.
(21) "Economic Development Impact" means the
dollar amount determined by the Board in accordance with
R357-7-9.
(22) "Equity-based Refinancing" means a
Private Investment structured as equity in a Utah Fund of Funds that is used to
repay all or a portion of the outstanding principal, premium or interest of an
existing loan made to such Utah Fund of Funds that was originated before July
1, 2014 in accordance with U.C.A. Section
63N-6-406(2)(e).
(23) "Feeder Fund" means a
Designated Investor that is an investment fund, the principal purpose of which
is to make a Private Investment in a Utah Fund of Fund s and for which the
Corporation serves as manager, general partner, or investment manager at the
time of such Private Investment. A Feeder Fund may be organized in a
jurisdiction other than the state of Utah.
(24) "Fiscal Year" means the fiscal year as
established in U.C.A. Section
51-7-3.5.
(25) "Maturity Date" means the date specified
in a Certificate, representing the earliest date such Certificate may be
presented to the Board for Certification.
(26) "Person" means an individual,
partnership, limited liability company, corporation, association, organization,
business trust, estate, trust or any other legal or commercial entity.
(27) "Private Investment" means a
"private investment" within the meaning of U.C.A. Section
63N-6-103(11).
(28) "Redemption" means the
presentation of a certified tax credit to the Commission for payment in
accordance with U.C.A. Section
63N-6-408.
(29) "Redemption Reserve" means the
"redemption reserve" within the meaning of U.C.A. Section
63N-6-103(12).
(30) "Scheduled Return" means the
scheduled return, whether in cash, cash equivalents or other property
(including returns of and returns on investment), with respect to a Private
Investment as set forth in a Certificate for the period from the date of the
Closing for such Private Investment to the applicable Maturity Date.
(31) "Shortfall" means the amount, if any,
equal to the amount by which the Capital Invested with respect to a Private
Investment in a Utah Fund of Funds exceeds the Actual Return received with
respect to such Private Investment.
(32) "Target Rate of Return" means the target
rate of return established by the Board in accordance with
R357-7-10.
(33) "Tax Credit Balance Certificate" means a
certificate issued in accordance with sections 8 or 11 of
R357-7-6.
(34) "Tax Credit Eligibility" means the
amount of tax credits a Designated Investor is entitled to apply for in
accordance with sections 6 and 7 of
R357-7-6.
(35) "Tax Credit Redemption Certificate"
means a certificate issued by the Board representing a tax credit that may be
claimed by a Designated Investor in accordance with U.C.A. Section
63N-6-408(4).
(36) "Term" means the period of
the term of a Utah Fund of Funds prior to the commencement of its dissolution
and winding up, as specified in the applicable Utah Fund of Funds operating
agreement or limited partnership agreement, including any early termination or
extension of such term.
(37)
"Transfer" means the transfer, assignment or encumbrance of a Designated
Investor's interest in a Certificate, Certificate of Eligibility, Tax Credit
Redemption Certificate or Tax Credit Balance Certificate, made in accordance
with R357-7-7.
(38) "Transferee" means the Person to whom a
Designated Investor Transfers its interest in a Certificate, Certificate of
Eligibility, Tax Credit Redemption Certificate or Tax Credit Balance
Certificate, in accordance with
R357-7-7.
(39) "Transferor" means the Designated
Investor that is Transferring its interest in a Certificate, Certificate of
Eligibility, Tax Credit Redemption Certificate or Tax Credit Balance
Certificate, in accordance with
R357-7-7.
(40) "Utah-based Investment Fund" means a
private investment fund, whose principal office is maintained in the state of
Utah.
(41) "Utah-based Operating
Company" means an operating company, the principal executive office of which is
located in the state of Utah, or that employs more than 50% of its employees in
the state of Utah.
(42) "Utah Fund
of Funds" means any limited partnership or limited liability company
established in accordance with U.C.A. Section
63N-6-401 in which a Designated
Investor makes a Private Investment. There may be more than one Utah Fund of
Funds.
Notes
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