Blue Sky Permit Administration and Private Offering

Changing state-by-state regulations multiplied by dozens or hundreds of funds and thousands of transactions makes managing the exponential moving parts of Blue Sky permitting time-consuming and expensive. In fact, Blue Sky administration demands its very own expertise.

We provide a unique and powerful combination of robust software and domain expertise to ensure your funds are in compliance and exempted transactions are acknowledged, minimizing reputation risk and maximizing fund resources.

Backed by our Blue Sky Solution™, our professionals work with your compliance department to facilitate the daily operations and meet Blue Sky compliance responsibilities, ensuring that firms meet every filing deadline and maintain current state authorizations, reducing potential liabilities and allowing firms to more effectively manage offering amounts and filing fees.

LexisNexis Risk professionals provide end-to-end Blue Sky services making it easy to carve out Blue Sky functions so your management can focus on core functions. We can help you:

• Establish Relationships and complete daily sales feed transmissions with a firm’s transfer agent and omnibus data providers
• Audit and Correct – Audit all Blue Sky data and files and assist with corrective filings
• Monitor and Highlight – Monitor daily sales activity and highlight large sales transactions to assist in the exemption process
• Prepare and File – Prepare review, sign and file all notice filings for investment companies
• Provide Full Accounting and expense reporting of Blue Sky fees
• Deliver Real-time Access to state filing and sales information via a suite of web-based reports

Issuers of Rule 506 offerings are required to comply with a complex set of both federal and state notice filing requirements related to critical investments. To comply, the entire process must be completed no later than 15 days after the first notice of investment in each state. Some states require a separate Form U-2, regardless of the consent language in Form D — increasing complexity.

Our compliance experts combine decades of experience with our robust Blue Sky Solution™ to ensure that your firm remains compliant.

• Initial Conversion and Annual Audits – With firm-provided data, we conduct an initial audit of all conversion records and ongoing audits of the Form D filings and prepare all uniform and/or state forms, coordinate client review and obtain authorized signatures.
• Investment Monitoring and Reporting – Monthly sales activity is monitored to determine the states in which filings must be completed. An initial notice filing is made each time securities are purchased by an investor in a state where a notice filing has not been previously filed.
• Accounting and State Filing Fee Payments – We manage payment for state filing fees on behalf of the firm and provide detailed reports of filings to be submitted and fees due
• Preparation of Form D and Filing with SEC –Form D is prepared for the issuer and submitted for final review and sign-off by an authorized officer to become the “certified” Form D
• Initial State Filings – All initial Form D notice filings are prepared and filed no later than 15 days after the first investment in any state, including manually signed copies of the Form D as filed with the SEC where mandated, a Form U-2 where required, and the applicable state filing fee
• Amendment Notice Filings – An amended Form D is prepared and filed with the SEC via EDGAR, as appropriate, with copies of the Form D/A filed with all states in which such amendments are required.