CR: DPP: Protocol

(Amended November 2, 2016)

NASAA Coordinated Review of Direct Participation Program Offerings

Applicants desiring coordinated state review shall file a request form (Form CR-DPP-1) with the state of Maryland, the Program Administrator. Applicants shall file a copy of the Form CR-DPP-1, as an attachment to the Form U-1, concurrently in all participating jurisdictions in which the offering is to be registered.

The state of Maryland will contact all participating jurisdictions to identify both a lead merit state and a lead disclosure state (“Notice”). The lead examiners will be identified within three business days after receipt of the Form CR-DPP-1.

Participating jurisdictions will submit any comments to both lead examiners within twenty business days after receipt of the Notice. In order to create a coordinated comment letter, participating jurisdictions should submit their comments, including state-specific items (incorrect fee calculations, the lack of a registered broker-dealer, etc.) to the lead examiners. Participating jurisdictions should organize their comments into merit and disclosure categories. This will provide the lead examiners guidance as to the desired final resolution of these comments. Participating jurisdictions shall also notify the lead examiners if they have no comments. If comments are not received within the twenty business day period, the lead examiners can assume that the state has no comments. The lead examiners will include comments consistent with the NASAA Guidelines, where applicable.

If the initial Form CR-DPP-1 is amended by adding more participating jurisdictions to the application, the initial twenty business day comment period will be extended by up to an additional twenty business days from the date the final amendment is received depending on the review time determined to be necessary after discussion among the Program Administrator, the issuer and the added jurisdictions. Amendments to the Form CR-DPP-1 for purposes of adding jurisdictions must be done prior to the expiration of the initial twenty business day comment period. If an issuer seeks to add a jurisdiction after this comment period, the issuer may be required to pursue registration independently and be subject to non-CR-DPP standards in each of the additional jurisdictions.

Following the twenty business day comment period, the lead examiners will prepare and issue the coordinated review letter within an additional twenty business day period; or inform the applicant that there are no comments, and copy all participating jurisdictions.

The lead examiners will communicate with the applicant and participating jurisdictions, as necessary to resolve outstanding comments, if any. The lead states will reply to the issuer’s response to the coordinated review letter no later than ten business days after receipt of the issuer’s response.

The participating jurisdictions will communicate their responses to the issuer’s letter to the lead examiner within seven business days of receipt of the issuer’s letter by the participating jurisdiction.

Participating jurisdictions will receive a same day notice from the lead disclosure examiner and the lead merit examiner when that lead examiner clears the application.

Once the lead disclosure examiner has cleared the application, all participating disclosure jurisdictions agree to clear the application.

Once the lead merit examiner has cleared the application, all participating merit states agree to clear the application.

COORDINATED REVIEW OFFERINGS SHOULD BE GIVEN EXPEDITED REVIEW