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The Oregon Administrative Rules contain OARs filed through July 15, 2014
 
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DEPARTMENT OF CONSUMER AND BUSINESS SERVICES,
DIVISION OF FINANCE AND CORPORATE SECURITIES

 

DIVISION 49

NOTICE FILINGS FOR FEDERAL COVERED SECURITIES

441-049-1001

Fees for Federal Covered Securities Notice Filings

Pursuant to ORS 59.049, for new filings received on or after July 1, 2010 or renewal filings effective on or after July 1, 2010, the Director sets the following fees for notice filings for federal covered securities:

(1) For an investment company, other than a unit investment trust, an initial and renewal notice filing fee of $500 per portfolio. Issuers may submit filings containing multiple portfolios, provided the portfolios are identified in the Form NF and correct fees are paid.

(2) For a unit investment trust notice filing, an initial fee of $500 per portfolio and a renewal fee of $500 per portfolio. Issuers may submit filings containing multiple portfolios, provided the portfolios are identified in the Form NF and correct fees are paid.

(3) For a notice filing for offerings to qualified purchasers, or of federally exempt securities or federally exempt transactions pursuant to section 18(b)(3) or (4), other than section 18(b)(4)(D), of the Securities Act of 1933, as amended, a fee of $200. No renewal notice filing or fee is required.

(4) For a Regulation D Rule 506 offering notice filing, a fee of $250. No renewal notice filing or fee is required.

Stat. Auth.: ORS 59.049
Stats. Implemented: ORS 59.049
Hist.: FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04; FCS 1-2004, f. & cert. ef. 5-19-04; FCS 3-2006, f. & cert. ef. 5-4-06; FCS 8-2010, f. 6-22-10, cert. ef. 7-1-10

441-049-1011

Scope and Definitions

(1)(a) Scope of rule. The Notice Filing Rules (OAR 441-049-1011 to 441-049-1051) provide Oregon procedures for notice filings and renewals under ORS 59.049.

(b) Application of Notice Filing Rules:

(A) An offering under the Notice Filing Rules does not have to comply with OAR 441 Division 065 Registration of Securities or 441 Division 070 Renewal of Securities Registrations; and

(B) An effective offering under former OAR 441-025-0045 or an effective registered offering that qualifies for the Notice Filing Rules shall become subject to the Notice Filing Rules when the person that previously filed under former 441-025-0045 or securities offering registrant files under the notice filing renewal procedures in 441-049-1021(6).

(2) Definitions. As used in the Notice Filing Rules:

(a) "Investment company notice filing" means a filing by a mutual fund, unit investment trust or other investment company, that covers a security that would be a federal covered security pursuant to section 18(b)(2) of the Securities Act of 1933, as amended;

(b) "NASAA" means the North American Securities Administrators Association Inc.;

(c) "NASAA Form NF" means the Uniform Investment Company Notice Filing form adopted by the NASAA;

(d) "Notice Filing Rules" means the rules in OAR 441-049-1011 to 441-049-1051;

(e) "Offering to qualified purchaser," "federally exempt security" or "federally exempt transactions" means offerings of federal covered securities that are subject to section 18(b)(3) or 18(b)(4) of the Securities Act of 1933, as amended, but does not include section 18(b)(4)(D) of that Act;

(f) "Rule 506 offering" means an offering of federal covered securities that is subject to section 18(b)(4)(D) of the Securities Act of 1933, as amended;

(g) "SEC" means the Securities and Exchange Commission; and

(h) "SEC Form D" means " Form D; Notice of Sale of Securities Pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption" including Part E and the Appendix as adopted by the SEC.

[ED. NOTE: The Form(s) referenced in this rule is not printed in the OAR Compilation. Copies are available from the agency.]

Stat. Auth: ORS 59.049 & ORS 59.085
Stats. Implemented: ORS 59.049
Hist.: FCS 3-1998, f. & cert. ef. 7-2-98

441-049-1021

General Provisions Applicable to Notice Filing Rules

(1) Address. All notice filings and payment of fees under the Notice Filing Rules shall be directed to the State of Oregon, Department of Consumer and Business Services, Division of Finance and Corporate Securities, 350 Winter Street NE Room 410, Salem, Oregon 97301-3881. At such time as filings can be received electronically by the Director, filings may be made electronically.

(2) Fees. Filing fees are set out in OAR 441-049-1001.

(3) Additional information. Notwithstanding the filing requirements in the Notice Filing Rules, the Director may request additional information, documentation or both. The request shall not exceed the information or documentation required by the SEC to be filed in connection with that offering.

(4) Salespersons. (a) An individual employed by the issuer of a federal covered security is not required to be licensed in Oregon to offer or sell the federal covered security.

(b) A salesperson must be identified on the Form NF filed with the Director but is not required to be licensed in Oregon to offer or sell federal covered securities under section 18(b)(2) of the Securities Act of 1933.

(c) Other than a salesperson offering or selling a variable annuity, a salesperson is not required to be licensed in Oregon to offer or sell federal covered securities under section 18(b)(3) or (4) of the Securities Act of 1933.

(5) Initial Filings. Notice and fees submitted as an initial filing shall become effective on the later of the date the notice is received by the Director or date specified by the notice filer in accordance with 59.049(1), (2), or (3). The notice filings for federal covered securities under section 18(b)(3) and (4) of the Securities Act of 1933 shall be indefinite. The notice for federal covered securities under section 18(b)(2) of the Securities Act of 1933 shall continue for one year from the effective date. The Director may reject the notice if the Director does not receive the correct fees within 10 business days of the receipt of the notice.

(6) Renewal Filings:

(a) Notice form:

(A) A person seeking renewal shall provide the same form and materials required for the initial filing or most recent renewal. The renewal, if received prior to the annual anniversary date of the initial filing, shall become effective on the anniversary date and shall continue for one year from that date. The Director may reject the renewal if the Director does not receive the correct fees within 10 business days of the receipt of the notice;

(B) Notices submitted for renewals and received after the anniversary date shall become effective on the date received. A late renewal shall be accompanied by a letter from or on behalf of the notice filer indicating whether any sales were made in this state after the expiration date. The Director may reject the renewal if the Director does not receive the correct fees within 10 business days of the receipt of the notice. A late renewal may be treated as an initial filing.

(b) Aggregate offering amount. A renewal notice may be submitted for any aggregate offering amount of securities provided appropriate fees are submitted. A renewal is not limited to unsold portions of previously noticed aggregate offering amounts.

(c) Fees. A person seeking renewal shall submit the appropriate fees set out in OAR 441-049-1001.

(7) Acknowledgment of filing. Upon receipt of an initial filing or renewal, the Director shall provide written acknowledgment of the filing to the person submitting the request for the filing. An improvident failure by the Director to acknowledge the filing shall not invalidate the filing.

(8) Options, warrants or similar rights to purchase securities. Options, warrants or similar rights to purchase securities that are part of an offering under the Notice Filing Rules, constitute a continuous offering of the underlying securities during the exercise period and require the notice filing to be continually renewed as relevant. Disclosure materials shall be kept continuously current throughout the exercise period.

Stat. Auth: ORS 59.049 & 59.285
Stats. Implemented: ORS 59.049
Hist.: Hist.: FCS 3-1998, f. & cert. ef. 7-2-98; FCS 7-2000; f. & cert. ef. 6-2-00; FCS 12-2001, f. 12-27-01, cert. ef. 1-1-02; FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04; FCS 1-2004, f. & cert. ef. 5-19-04; FCS 4-2007, f. 10-11-07, cert. ef. 1-1-08

441-049-1031

Investment Company Notice Filing

(1) An investment company notice filing shall comply with this rule.

(2) The notice required by ORS 59.049 shall:

(a) Identify the portfolios offered through the same SEC registration; and

(b) Subject to section (3) of this rule, be filed on NASAA Form NF.

(3) In lieu of the notice provided in section (2) of this rule, if the issuer follows ORS 59.049(1), and files a copy of its registration statement as filed with the SEC, the issuer shall advise the Director of the number of portfolios covered by the registration statement and pay fees as provided in OAR 441-049-1001.

Stat. Auth: ORS 59.049 & 59.085
Stats. Implemented: ORS 59.049
Hist.: FCS 3-1998, f. & cert. ef. 7-2-98; FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04; FCS 1-2004, f. & cert. ef. 5-19-04

441-049-1041

Offering to Qualified Purchaser, Federally Exempt Securities and Federally Exempt Transactions

(1) Except as provided in section (2) of this rule, an issuer offering a security that is a covered security under section 18(b)(3) or (4), other than 18(b)(4)(D), of the Securities Act of 1933, as amended, shall:

(a) File a written notice of such offering identifying the issuer and seller if other than the issuer; and

(b) Pay a fee as set in OAR 441-049-1001.

(2) An issuer offering a security that is a variable annuity is exempt from notice filing and the fee requirements under ORS 59.049 and OAR 441-049-1001 provided the security is:

(a) A covered security under section 18(b)(4) by virtue of being an exempted security under section 3(a)(8) of the Securities Act of 1933; and

(b) In a form filed with and approved by the Director of the Department of Consumer and Business Services under the Oregon Insurance Code.

Stat. Auth: ORS 59.049 & 59.085
Stats. Implemented: ORS 59.049
Hist.: FCS 3-1998, f. & cert. ef. 7-2-98; FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04; FCS 1-2004, f. & cert. ef. 5-19-04; FCS 4-2007, f. 10-11-07, cert. ef. 1-1-08

441-049-1051

Rule 506 Offerings

A person offering a covered security under section 18(b)(4)(D) shall:

(1) File a notice on SEC Form D not later than 15 days after the first sale of securities subject to the notice in Oregon; and

(2) Pay a fee as set in OAR 441-049-1001.

[ED. NOTE: Forms referenced are available from the agency.]

Stat. Auth: ORS 59.049 & 59.085
Stats. Implemented: ORS 59.049
Hist.: FCS 3-1998, f. & cert. ef. 7-2-98; FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04; FCS 1-2004, f. & cert. ef. 5-19-04

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