6 Del. Admin. Code § 200-D-403

Current through Register Vol. 28, No. 5, November 1, 2024

Section 200-D-403 - Notice Filings for Offerings of Investment Company Securities

(a) Except as provided in subsection (b) hereof, no investment company that is registered under the Investment Company Act of 1940 or that has currently filed a registration statement under the Securities Act of 1933 is required to file with the Director, either prior to the initial offer or after the initial offer in this state of a security which is a covered security under Section 18(b)(2) of the Securities Act of 1933, a copy of any document which is part of a federal registration statement filed with the SEC or is part of an amendment to such federal registration statement; provided, however, that if an investment company does not file with the Director a copy of its federal registration statement and any amendments thereto, together with a consent to service of process and the fees provided herein, such investment company shall, prior to the initial offer of such a covered security, file with the Director a Form NF for such security, together with a consent to service of process signed by the issuer and a filing fee equal to one half of one percent of the maximum aggregate offering price of securities to be offered in Delaware in the initial offering, but not less than $200.00 or more than $1,000.00. An issuer that indicates on the Form NF that it is offering an "indefinite" amount of shares in Delaware shall pay a filing fee of $1,000.00.

(b) An investment company that is registered under the Investment Company Act of 1940 or that has filed a registration statement under the Securities Act of 1933 shall file, upon written request of the Director and within the time period set forth in the request, a copy of any document identified in the request that is part of the federal registration statement filed with the SEC or part of an amendment of such federal registration statement.

(c) An investment company offering in Delaware will be treated as a separate security where the offering involves a fund with a share price, asset value, class of shareholders, or set of assets that differs from those of other securities for which other notice filings have been made. Generally, this means that separate investment company "series" or "portfolios" will be treated as separate securities for purposes of notice filings under this section.

(d) The initial filing of a Form NF by an investment company pursuant to paragraph (a) hereof is effective for one year commencing upon the later of receipt by the Director of the Form NF and fees or the effectiveness of the offering with the Securities and Exchange Commission. The investment company must renew its notice filing (or notice filings, where multiple filings were made for multiple series or portfolios) annually by filing with the Director prior to the expiration of a current notice filing, either a copy of the issuer's registration statement or a Form NF and a filing fee in accordance with paragraph (a) hereof. A notice filing renewed pursuant to this subsection shall take effect upon the expiration of the notice filing being renewed.

6 Del. Admin. Code § 200-D-403

1 DE Reg. 1978 (6/1/98)
18 DE Reg. 394 (11/1/2014) (Final)