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No-Action Letters ONLINE NO-ACTION LETTER CHARTThe following table lists no-action letters issued by the Arizona Securities Division, organized by the statute or rule addressed by the letter. For letters published in the CCH Blue Sky Law Reporter, the paragraph number is provided. This table is provided as a research tool only. Neither the letters nor the CCH Blue Sky Law Reporter may be accessed from this table. To obtain copies of the no-action letters from the Division, you may submit a public records request. SUMMARY A no-action letter is a commitment from the Arizona Securities Division that the Division will not take action against the addressee in connection with the action or transaction described by the addressee in a written request for a no-action letter. The Division will not issue a no-action letter unless the action or transaction complies with the subject Arizona law. A no-action letter may be relied upon only by the addressee and only in connection with the specific action or transaction for which the Division issued the no-action letter. The Division accepts requests for no-action letters pursuant A.R.S. § 44-1826. FILING AND FEE No-action letter requests should be sent to General Counsel, Securities Division, Arizona Corporation Commission, 1300 West Washington Street, Third Floor, Phoenix, AZ 85007. Pursuant to A.R.S. Section 44-1861(M), there is a NONREFUNDABLE filing fee of $200, which must accompany requests for no-action letters. The check must be made payable to the "Arizona Corporation Commission." FORM OF REQUEST A no-action request should be in the form required in A.R.S. § 44-1826. In addition to other requirements, the request must identify the requesting entity, set forth the details of the transaction, cite the exemption or statutory basis for the conclusion that the transaction does not violate the Arizona Securities Act or the Arizona Investment Management Act, and contain the analysis supporting such conclusion. Due to the fact-specific nature of no-action letters, the name of the entity for which a no-action letter is being requested must be included in the letter of request. Until the name is provided, the Division will not begin its review. Blind-pool offerings and questions concerning the definition of "security" under A.R.S § 44-1801(26) will not be considered for no-action letters. NO-ACTION REQUEST REVIEW No-action letter requests are reviewed and analyzed by a committee. The Division will typically respond to a no-action request within 30 calendar days. The Division will reasonably accommodate shorter time frames necessitated by the circumstances of the transaction for which the no-action letter is requested. No-action responses will be sent to the requester within 24 hours of the committee’s final determination. If appropriate given the requester’s time restraints, a copy will be forwarded by facsimile. PUBLIC RECORDS Although no-action letters may not be relied upon by third parties, the letters are used as resources to aid in analyzing the Division’s interpretations or policies with respect to the Securities Act, the Investment Management Act, and the rules promulgated thereunder. No-action letters are published in the CCH Blue Sky Law Reporter and on Lexis and Westlaw. No-action letters are public records and the public may obtain copies of identified letters at a cost of $.50 per page.
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