POLICY STATEMENT CONCERNING NOTICE FILINGS FOR MUTUAL FUNDS
National Securities Markets Improvement Act of 1996 (“NSMIA”) preempts the
state from imposing registration requirements or standards upon companies that
are registered under the Investment Company Act of 1940 (the “Investment
Company Act”), as well as those companies not registered under the Investment
Company Act that have filed registration statements with the U.S. Securities
& Exchange Commission (the “SEC”).
NSMIA allows the states to continue to receive notice filings consisting
of documents filed with the SEC (or a notice form in lieu thereof), filing fees
and any sales information necessary to calculate such fees. These types of filings were previously
covered by Code of Alabama, 1975, sections
8-6-10(11) and 8-6-8(d),
respectively. Numerous questions have
been forwarded to the Registration Division of the Alabama Securities
Commission (the “Commission”) requesting information as to precisely what the
Commission will require in terms of notice filings and fees.
- An open-end management investment company, closed-end
fund required to register, face amount certificate company, or a unit investment
trust, as defined in the Investment Company Act, may file a notice of
intention to sell on Form
NF which has been executed by the issuer and is accompanied by a properly
executed consent to service of process; and
- A non-refundable filing fee of $350.00 for an
open-end management investment company with total net assets of $25
million or less; or a non-refundable filing fee of $700.00 for an open-end
management investment company with total net assets of more than $25
million, but less than $100 million; or a non-refundable filing fee of $1,200.00
for an open-end management investment company with total net assets equal
to or greater than $100 million; or a non-refundable filing fee of $200.00
for a unit investment trust.
may be amended by submitting a revised Form NF to the Commission. Such amendment shall be effective upon
receipt by the Commission. Each notice
shall be effective for twelve (12) months beginning the later of the date of
receipt by the Commission or the date the offering became effective with the
SEC. In the event any offer of sale of a
security covered under this notice is to be made more than twelve (12) months
after the filing date, another notice and payment of the applicable filing fee
shall be required.1 Such
renewal filing must be filed within sixty (60) days prior to the expiration of
the previous filing and shall be effective upon the expiration of the previous
- Except as provided below, open-end management
investment companies, which intend to file a notice for more than one
portfolio, or series must make a separate notice filing for each
additional portfolio or series to be offered for sale in Alabama.
- The same Form NF may be used for each portfolio or
series notice filing provided the portfolios or series’ listed on the Form
NF share the same federal registration statement and will become effective
with the SEC simultaneously.
However, a separate notice filing fee must be paid for each
portfolio or series filed.2
A separate certificate will be issued for
each portfolio or series.
- In order to simplify the process of filing certain
Blue Sky filing forms, the Commission recognizes that manual signatures
and notarized verification statements may be duplicative or be a physical
hardship in some cases. Once a
manual signature is on file (initial filings), typed signatures may be
used for all annual notice filings, amendments, renewals, and sales
reports. Blue Sky administrators,
once given authority to sign on behalf of the funds (the “Signers”), may
utilize this procedure as long as the forms are not compromised and regulatory
compliance and integrity is maintained.
For purposes of the Policy
Statement, closed-end funds that are required to make notice filings and face
amount certificate companies shall make filings in the same format and pursuant
to the same fee schedule as open-end management companies.