Wyo. Code R. 002-0017-9
Effective Date: 10/19/2017 to 10/27/2017
Rule Type: Expired Emergency Rules & Regulations
Reference Number: 002.0017.9.10192017
(a) Except as provided in subsection (b), 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 Secretary of State, 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.
(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, upon receipt of a written request of the Secretary of State and within the time period set forth in the request, provide 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 to such federal registration statement.
(c) Initial filing. Issuers of open-end investment companies under section 18(b)(2) of the Securities Act of 1933 shall make a notice filing with the Secretary of State at the fund or trust level on The Uniform Investment Company Notice Filing Form (Form NF) and pay a fee set forth in W.S. 17-4-302(a)(i).
(i) Initial notice filings will be effective upon receipt or, if requested by the issuer, concurrent with SEC effectiveness.
(d) Renewal. Notice filings shall be effective for two years. Renewal shall be submitted every other year thereafter on the fund's fiscal year end or within 60 days grace period of the fund's fiscal year end on Form NF with a $200 fee.
(e) Amendment. Notice filings may be amended by submitting an amended Form NF to the Secretary of State. Such amendments shall be effective upon receipt. No fee is payable for amendments.
(i) A notice filed under this section may be terminated by the issuer by providing the Secretary of State with notice on Form NF of such termination and shall be effective upon receipt of such notice.
(ii) Unit investment trusts are not required to make notice filings or pay fees.
(a) An issuer offering a security that is a covered security under section 18(b)(4)(D) of the Securities Act of 1933 shall file a notice with the Secretary of State on the Notice of Exempt Offering of Securities, SEC Form D, a consent to service of process on Form U-2, and pay a fee of $200 no later than 15 days after the first sale of such federal covered security in this state. An issuer may file using NASAA’s Electronic Filing Depository (“EFD”) system.
(b) An issuer under this section who files notice on SEC Form D undertakes to furnish to the Secretary of State, upon written request, information furnished by the issuer, or on behalf of the issuer, to offerees.
(a) The Secretary of State incorporates by reference NASAA’s Model Accredited Investor Exemption, Adopted April 27, 1997, available at www.nasaa.org/regulatory-activity/statements-of-policy/.
(b) The issuer shall file with the Secretary of State a notice of transaction on the form Model Accredited Investor Exemption Uniform Notice of Transaction, a consent to service of process, a copy of the general announcement, and a fee of $200 within 15 days after the first sale in this state.
The following provisions apply to offerings made under Tier 2 of federal Regulation A and Section 18 (b) (3) of the Securities Act of 1933:
(a) Initial filing. The initial notice filing under this section is effective for twelve months from the date of filing. An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A shall submit the following at least twenty-one (21) calendar days prior to the initial sale in this state:
(i) A completed Regulation A – Tier 2 notice filing form or copies of all documents filed with the SEC;
(ii) A consent to service of process on Form U-2 if not filing on the Regulation A- Tier 2 notice filing form; and
(iii) A filing fee of $200.
(b) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew the unsold portion of its notice filing by filing the following on or before the expiration of the notice filing:
(i) The Regulation Tier 2 notice filing form marked “renewal” and/or a cover letter or other document requesting renewal; and
(ii) A renewal fee of $200; and
(iii) If the amount of securities subject to the notice filing is being increased, the new total offering amount on the Regulation A – Tier 2 Notice Filing Form or other renewal document submitted.
(c) Amendment. An issuer may at any time increase the amount of securities offered in this state by submitting a Regulation A – Tier 2 Notice Filing Form. Submission of an amendment does not change the notice filing period, and no fee is assessed for filing an amendment.
Section 5. Federal Crowdfunding Offerings. The following provisions apply to offerings made under federal Regulation Crowdfunding (17 CFR §227) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933:
(a) Initial filing.
(i) An issuer that offers and sells securities in this state in an offering exempt under federal Regulation Crowdfunding, and that either (1) has its principal place of business in this state or (2) sells 50% or greater of the aggregate amount of the offering to residents of this state, shall file the following with the Secretary of State:
(A) A completed Uniform Notice of Federal Crowdfunding form or copies of all documents filed with the Securities and Exchange Commission;
(B) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and
(C) A filing fee of $200.
(ii) If the issuer has its principal place of business in this state, the filing required under paragraph (a) shall be filed with the Secretary of State when the issuer makes its initial SEC Form C filing concerning the offering with the Securities and Exchange Commission.
(iii) If the issuer does not have its principal place of business in this state, but residents of this state have purchased 50% or greater of the aggregate amount of the offering, the filing required under paragraph (a) shall:
(A) be filed when the issuer becomes aware that such purchases have met this threshold and;
(B) be filed no later than thirty (30) days from the date of completion of the offering.
(iv) The initial notice filing is effective for twelve (12) months from the date of the filing with the Secretary of State.
(b) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding may renew the unsold portion of its notice filing by filing the following on or before the expiration of the notice filing:
(i) A completed Uniform Notice of Federal Crowdfunding Offering Form, Form U-CF, marked “renewal” and/or a cover letter or other document requesting renewal; and
(ii) A renewal fee of $200.
(c) Amendment. An issuer may increase the amount of securities offered in this state by submitting a completed Uniform Notice of Federal Crowdfunding Offering form marked “amendment” or other document describing the transaction.