New Hampshire
Secretary of State

State Investment Adviser

NOTICE TO STATE-REGISTERED INVESTMENT ADVISERS – New Hampshire Bureau of Securities Regulation will not be requiring state-registered investment advisers to submit the new federal disclosure form, Form CRS. Investment advisers are still required to submit and update Form ADV, Part 2 and provide copies to clients.

Please refer to the following notice from the Bureau Staff regarding Federal Covered Investment Advisers under the New Hampshire Securities Act: Investment Advisers Under New Hampshire Law

Federal Investment Adviser

Please refer to the following notice from the Bureau Staff regarding Federal Covered Investment Advisers under the New Hampshire Securities Act: 

Investment Advisers Under New Hampshire Law

Registration of Securities

Forms

The following FORMS are available in .pdf format. PDF documents can be viewed and printed by utilizing the Acrobat Reader. The Reader may be downloaded and installed at no cost by clicking here.

Forms followed by * may be filled out on your computer before printing by: (1) waiting for the form to finish loading completely, (2) clicking on the "hand" button on the Acrobat toolbar to activate Edit mode and (3) utilizing the mouse to move between fields and to select check boxes.

Fee Schedule

Please refer to RSA 421-B:6-614 for a complete list of fees.

All checks should be payable to the "State of New Hampshire"

BROKER-DEALER (BD)

STATE COVERED INVESTMENT ADVISOR (IA)

FEDERAL COVERED INVESTMENT ADVISER (IA)

AGENTS (BD & IA)

ISSUER-DEALER (ID)

SECURITIES REGISTRATION/EXEMPTIONS/NOTICE FILINGS

Initial registration FEE and annual renewal fee (if offering continues) prior to offer or sales of securities - 2/10ths of one percent of the offering value of the issue. FEE shall not exceed $1,050. In addition, a $200 non-refundable examination FEE for each type and class of securities.

Initial notice filing FEE and annual renewal fee (if offering continues) prior to offer or sales of covered securities under 1933 Act 18(b)(4)(C) and 18(b)(3) - 2/10ths of one percent of the offering value of the issue. FEE shall not exceed $1,050. In addition, a $200 non-refundable initial notice FEE for each security.

PROFESSIONAL BONDSMEN

Interpretive Orders and No-Action Letters

Important Notice Regarding Interpretive and Other Orders

Interpretive and Other Orders

Transactional Exemption for Securities Listed in Mergent Online (12/10/2020)

Exemption from Investment Adviser Registration for Advisers to Private Funds (03/22/2018)

Exemption from Investment Adviser Registration Requirements for Advisers to Venture Capital Funds (05/12/2017)

In the Matter of Applicability of N.H. RSA 421-B:2-202-A(3) (02/11/2016) - clarifying application of bad actor provisions to self-executing securities exemptions.

In the Matter of Interpretation of RSA 421-B:3-a – Suitability of Recommendations (12/08/2015)

When Are "Notes" Securities Under The N.H. Uniform Securities Act (11/19/2010)

Transfer of Securities Issued in Compensatory Circumstances - INT05-001 (11/03/05) - this order exempts offers and sales of securities under a written compensatory benefit plan...

Viatical Investments, Status as Securities - INT04-003 (10/25/04) - a viatical investment typically involves the contractual right to receive any portion of the death benefit or ownership of a life insurance policy or certificate, for consideration, that is less than the expected death benefit of the life insurance policy or certificate...

Definition of Institutional Buyer (08/02/2004) - The term "institutional buyer" shall be interpreted as an organization or person with net worth of more then twenty five million dollars...

In re Investment Adviser "Green Project" of the North American Securities Administrators Association, Reduction of Paperwork (02/22/2004) - provides for elimination of certain document submission requirements for investment adviser license applications.

In the Matter of Concord Food Co-op, Inc. (10/11/2001) - exempts Concord Food Co­op, Inc. from the issuer-dealer and agent licensing requirements of New Hampshire RSA 421-B:6.

In the Matter of RSA 421-B:28, III & IV and RSA 421-B:31-a (12/21/1999) - ­requires passage of appropriate securities examinations unless grandfathering or professional designation waiver provisions apply. In particular, spells out that in general a current Series 65 examination (post-January 1, 2000) is required to satisfy the Series 65 requirements.

In the Matter of Interpretation of RSA 421-B: 15, IX-a (05/20/1996) - interpretation of RSA 421-B:15, IX-a with regards to determining when an offering is terminated for unit investment trusts.

In the Matter of Interpretation of RSA 421-B:31, IV (05/20/1996) - interpretation of RSA 421-B:31, IV as it relates to penalties for unit investment trusts.

Memorandum re Sliding Structure for Takeover Fee (04/11/1995) - establishes sliding structure for takeover fees.

In the Matter of Interpretation of RSA 421-B:2, IX (11/16/1993) - interpretation of RSA 421-B:2, IX that addresses the exclusion from the definition of "investment adviser" for broker-dealers who provide investment advisory services that are "solely incidental" to their broker-dealer business. Defines the scope of the exclusion.

In the Matter of Small Corporate Offerings Registration (09/10/1993) - authorizes use of Form U-7/ULOR-C as an application/disclosure document to register securities under RSA 421-B:14.

No-Action Letters

Re: Clearwater Investment Trust (7/23/2019) - On March 8, 2019, the Bureau of Securities Regulation ("the Bureau") received a letter from you requesting an interpretative opinion that would allow the issuer of the above-referenced funds, Clearwater Investment Trust (hereinafter “Clearwater”), to rely on an exemption from the notice filing requirements set forth in NH RSA 421-B:3-302 and NH RSA 421-B:6-614.

Re: New Hampshire Federal Credit Union (NHFCU) (03/10/2016) - Reference is made to your letter to the New Hampshire Bureau of Securities Regulation dated January 7, 2016 requesting a no action letter regarding NHFCU's offering of financial counseling sessions to NHFCU members.

Re: Raven Rock Properties, LLC (RRP) (05/30/2012) - Reference is made to your letter to Peter Zis received on 2/15/2012 requesting a follow-up from the Banking Department with the Bureau of Securities Regulation (Bureau) to determine any licensing or registration requirements under the New Hampshire Securities Act.

Re: Seacoast Indoor Tennis Club, Inc. (SITC) (01/31/2011) - Reference is made to your letters recently filed with the Bureau with attachments including IRS statements filed in years 2004-2008 and letter of accountant Rosadina, wherein you assert securities exemption status under NH RSA 421-B:17, 1(m).

Re: Summit Hotel OP, LP and Summit Hotel Properties, LLC (10/22/2010) - Reference is made to your letter dated 9/15/2010 requesting a no action for a reorganization and a plan of merger whereby LLC plans to merge with and into OP, in exchange for units of limited partnership interest in the OP ("OP units") to be issued to the former members of the LLC.

Re: Optima Bank & Trust Company ("Optima") (02/14/2008) - Reference is made to your letters dated 1/16/2008 and 1/22/2008 in which you make several legal arguments in response to the New Hampshire Bureau of Securities Regulation ("Bureau") securities inquiry into Optima's 2007 subscription offering and you request that no enforcement action be taken.

Re: Da-Mont Investments, Inc. (“Da-Mont”) (12/09/2004) - Request on behalf of Da-Mont, that the Bureau of Securities Regulation issue a no-action letter, determining that the sale by Da-Mont of condominium units known as the Great Escape Condominiums will not require registration under the Uniform Securities Act RSA 421-B.

Re: Mindreef, Inc. (“Mindreef”) (10/08/2004) - Reference is made to your letter dated 9/22/2004 requesting an interpretive order which would permit Mindreef to grant shares of restricted stock, stock options, and other equity-based compensation to its non-employee directors.

Re: Investment Adviser Exam Licensing Requirement Inquiry – Series 7 & 66 (04/12/2004) – Exam requirements for licensing as an investment adviser are met by the Series 7 and 66 exams even though the applicant is no longer associated with an FINRA member firm and the exam may lapse within two years; lapsing of the Series 7 exam will not make deficient an otherwise valid investment adviser license.

Re: Investment Adviser Licensure Requirements for Investment Newsletters in New Hampshire (10/23/2003) - addresses whether an investment newsletter and/or its publisher are required to be registered or licensed in New Hampshire as an investment adviser.

Re: Associated Pharmacies, Inc. (10/28/2002) - Bureau will not recommend enforcement action if Associated Pharmacies offers and sells certificates based on enumerated representations.

Re: Federal Savings Bank/Federal Covered Adviser Representative Licensure in New Hampshire (08/22/2002) - investment adviser representatives of federal savings banks that are also registered as investment advisers with the Securities and Exchange Commission and conduct business in New Hampshire must be licensed as investment adviser representatives in New Hampshire.

Re: Request for Information, Liquidating Transactions (01/22/2002) - New Hampshire does not have de minimis provisions allowing a limited number of liquidating transactions; all such transactions must be handled by a licensed broker-dealer.

Re: Federal Covered Advisers in New Hampshire, Notice Filing Required, No De Minimis Standard (11/07/2001) - New Hampshire law continues to require that federal covered advisers submit a notice filing and fee before conducting any business in New Hampshire. De minimis does not apply.

Re: Guaranty Bancorp, Inc. (10/08/2001) - Bureau will not take enforcement action against Guaranty Bancorp as it provides limited auction service in its own securities as described in request for no action.

Re: No-Action Position Relative to Broker-Dealer Information Storage Using Optical Storage Technology (09/27/1995) - Bureau will not take enforcement action for storage of broker-dealer records using an optical storage device.

Re: No-Action Position on Certificates of Deposit (12/20/1994) - Bureau takes the position that certificates of deposit (CDs) are securities within meaning of RSA 421-B:2.

New Hampshire Securities Act

The Revised New Hampshire Uniform Securities Act 

On July 27, 2015, Gov. Maggie Hassan signed into law a new version of the New Hampshire Uniform Securities Act, which goes into effect on January 1, 2016. The new Act is based on the Uniform Securities Act of 2002, the most recent uniform securities act drafted by the National Conference of Commissioners on Uniform State Laws (NCCUSL).   

The new Act contains several key changes from the current securities act. These include: 

Elimination of licensing requirements for issuer-dealers and issuer-dealer agents 

Elimination of renewal fees for Regulation D, Rule 506 offerings 

Elimination of filing of final sales reports for Regulation D, Rule 506 offerings 

Elimination of filing requirements for the transactional exemption in connection with a merger/reorganization 

An expanded limited offering exemption allowing issuers to sell securities to up to 25 purchasers in any twelve-month period (subject to limitations on general solicitation, payment of commissions, and purchase for investment purposes) 

Bad actor disclosure requirements for issuers of securities 

The Bureau considers these changes to be advantageous to firms seeking to raise capital in New Hampshire while also continuing to provide strong protections for New Hampshire investors. 

Securities Division Notices and Cases of Interest

NOTICE TO STATE-REGISTERED INVESTMENT ADVISERS – New Hampshire Bureau of Securities Regulation will not be requiring state-registered investment advisers to submit the new federal disclosure form, Form CRS. Investment advisers are still required to submit and update Form ADV, Part 2 and provide copies to clients.

Securities Regulation For Investors

Corporation, UCC and Securities