Md. Code Regs. 02.02.09.04

Current through Register Vol. 51, No. 24, December 2, 2024

Section 02.02.09.04 - Notice Filing-Investment Companies

A. Notice Filing. An issuer registered with the SEC under the Investment Company Act of 1940 that intends to offer or sell securities that are federal covered securities under § 18(b)(2) of the Securities Act of 1933 shall, before an offer or sale in Maryland, submit a notice filing for those securities.

B. Separate Classes or Series of Securities. An issuer that offers multiple classes or series of securities shall file a separate notice filing with the Commissioner and pay a separate fee for each class or series of securities.

C. Initial Notice Filing. An initial notice filing shall consist of:

(1) Form NF (Uniform Investment Company Notice Filing) or a copy of the investment company's registration statement filed with the SEC;

(2) Form U-2 (Uniform Consent to Service of Process) or, if this document has been previously filed with the Commissioner, a cross-reference to the Maryland file number of an effective notice filing with which the Form U-2 was filed;

(3) The name and CRD number, if any, of at least one broker-dealer or issuer agent that will effect transactions in the securities in Maryland;

(4) The fee required by Corporations and Associations Article, § 11-510.1, Annotated Code of Maryland; and

(5) Any documents filed with the SEC that the Commissioner may request.

D. Response to Notice Filing.

(1) Notice to Issuer. Following receipt of a notice filing, the Division shall notify an issuer that its notice filing is:

(a) Effective;

(b) Effective pending SEC effectiveness; or

(c) Incomplete.

(2) Effectiveness. The Division shall notify an issuer that its notice filing is effective upon receipt in Maryland if:

(a) The notice filing is complete;

(b) The issuer's registration statement has been declared effective by the SEC; and

(c) No stop order is in effect and no proceeding is pending under Corporations and Associations Article, 11-503.1 and 11-513, Annotated Code of Maryland.

(3) Notice Filing Effective Pending SEC Effectiveness.

(a) The Division shall notify an issuer that its notice filing is effective pending SEC effectiveness if:

(i) The notice filing is complete;

(ii) The issuer's registration statement has not been declared effective by the SEC; and

(iii) No stop order is in effect and no proceeding is pending under Corporations and Associations Article, 11-503.1 and 11-513, Annotated Code of Maryland.

(b) An issuer shall notify the Commissioner when its registration statement is declared effective by the SEC.

(c) The notice filing in Maryland is effective in Maryland immediately upon SEC effectiveness.

(4) Incomplete Notice Filing.

(a) Notice of Deficiency.

(i) If a notice is incomplete, the Commissioner, before issuing a stop order under Corporations and Associations Article, 11-503.1 and 11-513, Annotated Code of Maryland, shall notify an issuer of the deficiencies in the notice filing that must be corrected in order to complete the notice filing.

(ii) If an issuer cures the deficiencies in its notice filing, the Commissioner shall notify the issuer that its notice filing is effective or effective pending SEC effectiveness.

(b) Stop Order.

(i) If an issuer fails to cure the deficiencies in its notice filing within 15 calendar days of notification of the deficiencies, the Commissioner may issue a stop order suspending the offer or sale of the securities in Maryland under Corporations and Associations Article, 11-503.1 and 11-513, Annotated Code of Maryland.

(ii) If, after the Commissioner issues a stop order, the issuer completes the notice filing, the Commissioner may vacate or otherwise modify the stop order and declare the filing effective.

E. Duration of Notice Filing.

(1) Investment Companies Other Than Unit Investment Trusts. An initial or renewal notice filing submitted for an issuer is effective until the last day of the issuer's fiscal year end, when it must be renewed under Regulation .06 or terminated under Regulation .07 of this chapter.

(2) Unit Investment Trusts.

(a) An initial or renewal notice filing submitted for an issuer is effective for a 1-year period from the date of effectiveness, and must be renewed under Regulation .06 or terminated under Regulation .07 of this chapter.

(b) The Division will run the effective period of the issuer's notice filing concurrently with the SEC effective period for the notice filing if:

(i) The issuer's SEC filing is already effective at the time the notice filing is made with the Division; and

(ii) The issuer requests that the Division set the Maryland effective period to run concurrently.

(3) SEC Termination. If, after an issuer's notice filing is declared effective in Maryland, the issuer's registration with the SEC terminates, the issuer shall terminate its notice filing under Regulation .07 of this chapter.

F. Amendment of Notice Filing.

(1) Filing Requirement. An issuer shall file with the Commissioner an amendment to the notice filing for any material changes in the information contained in the filing.

(2) Material Changes. Events requiring an issuer to amend its notice filing include, but are not limited to, changes in the:

(a) Fiscal year-end date;

(b) Name of the issuer or of a portfolio, series, or class of securities of the issuer; or

(c) Business form of the issuer.

(3) Change in Fiscal Year End-----Investment Companies Other Than Unit Investment Trusts. If an issuer changes its fiscal year-end date, the issuer shall:

(a) Submit a renewal notice filing at the end of its new fiscal year-end date in accordance with Regulation .06 of this chapter; and

(b) Pay a fee in accordance with Regulation .05 of this chapter.

(4) Filing Deadline. An issuer shall file amendments required by this section within 15 days of the event giving rise to the need to amend the filing.

G. Registration Requirement-----Nonpayment of Fees. Until October 10, 1999, if a notice filing is incomplete for nonpayment or underpayment of any fees required under Regulation .05 of this chapter and the deficiency is not remedied within 15 calendar days after notification is sent to an issuer, the Commissioner may require the registration of the securities under Corporations and Associations Article, § 11-503, Annotated Code of Maryland.

Md. Code Regs. 02.02.09.04