ORDER PRESCRIBING USE OF FORM NF
FOR INVESTMENT COMPANY NOTICE FILINGS

Editorial Note:  Certain filing requirements reflected in this Order have been superseded by Section 36b-21(c) of the Connecticut Uniform Securities Act

[ Download Form NF(PDF document, 4 pages, file size 154 KB) ]

WHEREAS the Commissioner of Banking (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Connecticut Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Connecticut Act; the Commissioner of Banking (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Connecticut Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Connecticut Act;

WHEREAS Section 36b-31 (a) of the Connecticut Act provides, in part, that: "The commissioner may from time to time make, amend and rescind such ... forms and orders as are necessary to carry out the provisions of sections 36b-2 to 36b-33, inclusive, including ... forms and orders governing ... reports ... For the purpose of ... forms and orders, the commissioner may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes" (Emphasis supplied);

WHEREAS the Commissioner finds that the issuance of this order and the prescribing of forms described herein is necessary or appropriate in the public interest and consistent with the purposes fairly intended by the policy and provisions of the Connecticut Act;

WHEREAS Public Law 104-290, The National Securities Markets Improvement Act of 1996 ("NSMIA"), which was signed by President Clinton on October 11, 1996 and became effective upon enactment, preempted the state registration of securities issued by investment companies that were either registered under the federal Investment Company Act of 1940 or that had filed a registration statement under that statute;

WHEREAS Sections 36b-16 through 36b-20, inclusive, of the Connecticut Act contain requirements encompassing the registration of investment company securities and are preempted by NSMIA to that extent;

WHEREAS, notwithstanding the preemptive provisions of NSMIA, Congress made it clear in amended Section 18 of the Securities Act of 1933 that: "Nothing in this section prohibits the securities commissioner (or any agency or office performing like functions) of any State from requiring the filing of any document filed with the [Securities and Exchange] Commission pursuant to ... [the Securities Act of 1933], together with annual or periodic reports of the value of securities sold or offered to be sold to persons located in the State (if such sales data is not included in documents filed with the Commission), solely for notice purposes, and the assessment of any fee, together with a consent to service of process and any required fee";

WHEREAS NSMIA amended Section 18 of the Securities Act of 1933 to provide, in subsection (c) (2) (B) , that "[u]ntil otherwise provided by law, rule, regulation, or order, or other administrative action of any State ... adopted after the date of enactment of ... [NSMIA], filing or registration fees with respect to securities or securities transactions shall continue to be collected in amounts determined pursuant to State law as in effect on the day before such date ... The fees required ... shall be paid, and all necessary supporting data on sales or offers for sales ... shall be reported on the same schedule as would have been applicable had the issuer not relied on [the preemptive provisions of NSMIA]"; (Emphasis added);

WHEREAS, (1) subsections (b) and (k) of Section 36b-19 of the Connecticut Act currently require a nonrefundable $500 fee for the initial and renewal registration of redeemable securities issued by open-end management companies or unit investment trusts and the initial registration of securities issued by face-amount certificate companies; and (2) under Section 36b-19(b) of the Connecticut Act, other issuers, such as those offering closed-end management company securities, must pay a nonrefundable fee of one-tenth of one per cent of the maximum aggregate offering price of securities to be offered in Connecticut, the base fee being $300 and the maximum fee being $1,500;

WHEREAS, prior to enactment of NSMIA, (1) a securities registration for face-amount certificate companies and unit investment trusts was valid for one year from the date of effectiveness with the Securities and Exchange Commission, without limitation as to number of shares or aggregate amount, and renewal was accomplished by filing the renewal fee with the department not earlier than thirty days nor later than five days prior to the expiration date of the registration; and (2) the registration cycle for redeemable securities issued by open-end management companies ran from the date of Securities and Exchange Commission effectiveness, and concluded two months following the end of the applicant's current fiscal year, with a minimum of three months, such registration being renewed by filing the renewal fee with the department within that two month "window"; and 3) a registration for closed-end management company securities was effective for one year from the date of Securities and Exchange Commission effectiveness;

WHEREAS, in response to NSMIA, the states and affected industry organizations have developed Form NF (Uniform Investment Company Notice Filing) to facilitate the notice filing contemplated by NSMIA;

WHEREAS Section 36b-31(b) of the Connecticut Act states, in part, that: "In prescribing ... forms and orders the commissioner may cooperate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of . .. [the Connecticut Act ] to achieve maximum uniformity in the form and content of ... reports wherever practicable";

NOW THEREFORE THE COMMISSIONER ORDERS AS FOLLOWS: